TORR METALS INC - Proxy Solicitation & Information Statement 2021

DURO METALS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF DURO METALS INC.

and -

MANAGEMENT INFORMATION CIRCULAR and PROXY STATEMENT

Meeting to be held on September 1, 2021

Information Circular dated July 26, 2021

Unless otherwise stated, the information herein is current as at July 26, 2021.

DURO METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Shares ”) of DURO METALS INC. (the “ Corporation ”) will be held at 10545 – 45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 on Wednesday, September 1, 2021 at 11:00 a.m. (MST) for the following purposes:

to receive the audited financial statements of the Corporation for the financial years ended April 30, 2020 and the period from incorporation on July 18, 2018 to April 30, 2019, together with the auditors' report thereon;
to fix the number of directors of the Corporation (the “ Board ”) at six (6) members;
to elect the directors for the ensuing year;
to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors of the Corporation and to authorize the Board to fix the auditors' remuneration;
to consider and, if thought advisable, to approve, with or without amendment, an ordinary resolution, to ratify and re-approve the Corporation’s stock option plan, as more particularly described in the Corporation’s management information circular dated July 26, 2021 (the “ Information Circular ”);
to consider and, if thought advisable, to approve a special resolution authorizing the Board to amend the Articles of Incorporation anytime over the next 12 months following the Meeting to change the name of the Corporation to any such name deemed appropriate by the Board and as may be acceptable to the TSX Venture Exchange and Alberta Corporate Registries;
to consider and, if thought advisable, to approve a resolution authorizing the Board to complete a consolidation of the Shares in the capital of the Corporation on the basis of one (1) post-consolidation Share for 1.4538 pre-consolidation Shares anytime over the next 12 months, as more particularly described in the accompanying Information Circular;
to consider and, if thought advisable, to approve a resolution authorizing the Board to to continue the corporate existence of the Corporation from the Alberta Business Corporation Act to the British Columbia Business Corporations Act anytime over the next 12 months, as more particularly described in the accompanying Information Circular; and
to transact such other business as may properly be brought before the Meeting, or any adjournment(s) thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which accompanies this Notice of Meeting.

Each person who is a Shareholder of record at the close of business on July 26, 2021 (the “ Record Date ”), will be entitled to notice of, and to attend and vote at the Meeting provided that, to the extent a Shareholder as of the Record Date transfers the ownership of any Shares after such date and the transferee of those Shares establishes that the transferee owns the Shares and demands, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Shares at the Meeting.

NOTE OF CAUTION Concerning COVID-19 Outbreak

At the date of this Notice and the accompanying Information Circular, it is the intention of the Corporation to hold the Meeting at the location stated above in this Notice. We are continuously monitoring development of current coronavirus (COVID-19) outbreak (“ COVID-19 ”). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT ATTEND THE MEETING IN PERSON . Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-diseasecovid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Alberta, including the Alberta Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Management Information Circular accompanying this Notice.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation’s profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Proxy Materials.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

In order to be valid and acted upon at the Meeting, proxies must be received not later than 11:00 a.m. (MST) on August 30, 2021 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting or any postponement(s) or adjournment(s) thereof. Failure to so deposit a form of proxy will result in its invalidation. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.

Shareholders who are unable to attend the Meeting in person are requested to COMPLETE AND SIGN THE ACCOMPANYING FORM OF PROXY and forward it in the enclosed envelope to Odyssey Trust Company, 1230 – 300 5[th] Avenue SW, Calgary, Alberta T2P 3C4, by e-mail ([email protected]), by fax to 1-800-517-4553 or by internet (https://login.odysseytrust.com/pxlogin) and provide your 12 digit control number located on the form of proxy accompany this Information Circular, not later than 11:00 a.m. (MST) on Monday, August 30, 2021 , or 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement or any adjournment of the Meeting, in order for such proxy to be used at the Meeting, or any adjournment(s) thereof.

The form of proxy confers discretionary authority with respect to: (a) amendments or variations to the matters of business to be considered at the Meeting; and (b) other matters that may properly come before the Meeting. As at the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set out in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Management Information Circular carefully before submitting the form of proxy.

Dated at Edmonton, Alberta, July	26,	2021.	BY ORDER OF THE BOARD OF DIRECTORS
			(Signed)*"Sean Mager"*
			Sean Mager,
			President and Chief Executive Officer
			Duro Metals Inc.

GLOSSARY OF TERMS ......................................................................................................................................................................... 5
INTRODUCTION ..................................................................................................................................................................................... 6
GENERAL PROXY MATERIALS ......................................................................................................................................................... 6
Solicitation of Proxies ...................................................................................................................................................................... 6
Appointment and Revocation of Proxies .......................................................................................................................................... 6
Persons Making the Solicitation ....................................................................................................................................................... 7
Exercise of Discretion by Proxy ....................................................................................................................................................... 7
Voting of Shares – Advice to Beneficial Holders of Securities ....................................................................................................... 7
INFORMATION CONCERNING THE CORPORATION .................................................................................................................. 8
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ................................................. 8
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ...................................................................... 8
FINANCIAL STATEMENTS .................................................................................................................................................................. 8
VOTES NECESSARY TO PASS RESOLUTIONS ............................................................................................................................... 9
EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS ................................................................................ 9
Executive Compensation, Discussion and Analysis ......................................................................................................................... 9
Summary Compensation Table ...................................................................................................................................................... 10
Outstanding Share-Based Awards and Option-Based Awards ....................................................................................................... 11
Incentive Plan Awards – Value Vested or Earned During ............................................................................................................ 11
the Most Recently Completed Financial Year-End ........................................................................................................................ 11
Termination Benefits ...................................................................................................................................................................... 11
Change of Control Benefits ............................................................................................................................................................ 11
Compensation of Directors............................................................................................................................................................. 12
AUDIT COMMITTEE ........................................................................................................................................................................... 13
Audit Committee Charter ............................................................................................................................................................... 13
Composition of the Audit Committee ............................................................................................................................................ 13
Relevant Education and Experience ............................................................................................................................................... 13
Audit Committee Oversight ........................................................................................................................................................... 13
Reliance on Certain Exemptions .................................................................................................................................................... 13
Pre-Approval Policies and Procedures ........................................................................................................................................... 14
External Auditor Service Fees (By Category) ................................................................................................................................ 14
Exemption ...................................................................................................................................................................................... 14
CORPORATE GOVERNANCE ............................................................................................................................................................ 14
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................................................. 14
Equity Compensation Plan Information ......................................................................................................................................... 14
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .............................................................................................. 15
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................................................. 15
MANAGEMENT CONTRACTS ........................................................................................................................................................... 15
PARTICULARS OF MATTERS TO BE ACTED UPON ................................................................................................................... 15
1. Fix the Number of Directors .................................................................................................................................................. 15
2. Election of Directors .............................................................................................................................................................. 15
3. Appointment of Auditor ........................................................................................................................................................ 17
4. Stock Option Plan .................................................................................................................................................................. 17
5. Name Change ........................................................................................................................................................................ 18
6. Consolidation ......................................................................................................................................................................... 19
7. Continuation .......................................................................................................................................................................... 20
BOARD APPROVAL ............................................................................................................................................................................. 28
ADDITIONAL INFORMATION .......................................................................................................................................................... 29
SCHEDULE “A” – AUDIT COMMITTEE CHARTER ..................................................................................................................... 30
SCHEDULE “B” – DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES ................................................................. 32
SCHEDULE “C” – DIRECTORS', MANAGEMENT, EMPLOYEES' AND CONSULTANTS' STOCK OPTION PLAN…….34
SCHEDULE “D” – ARTICLES ............................................................................................................................................................. 42

GLOSSARY OF TERMS

The following is a glossary of terms and abbreviations used frequently throughout this Information Circular.

“ ABCA ” means the Business Corporations Act (Alberta), including regulations promulgated thereunder.

“ Board ” means the board of Directors of the Corporation.

“ CEO ” or “ Chief Executive Officer ” means the individual who served as chief executive officer of the Corporation or acted in a similar capacity during the most recently completed financial year.

“ CFO ” or “ Chief Financial Officer ” means the individual who served as chief financial officer of the Corporation or acted in a similar capacity during the most recently completed financial year.

“ Corporation ” means Duro Metals Inc ., a corporation existing under the ABCA.

“ Director ” means a member of the Board.

“ Information Circular ” means this management information circular and proxy statement dated July 26, 2021 , including the schedules appended hereto.

“ Meeting ” means the annual and special meeting of the Shareholders to be held at 10545 – 45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 on September 1, 2021 at 11:00 a.m. (MST) for the purposes set forth in the Notice of Meeting.

“ Named Executive Officer ” or “ NEO ” means the following individuals: (a) the CEO, (b) the CFO, (c) each of the Corporation’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, and (d) each individual who would be an Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year-end.

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees.

“ Notice of Meeting ” means the notice of the Meeting accompanying this Information Circular.

“ Options ” means stock options to purchase Shares of the Corporation granted under the Option Plan.

“ Option Plan ” means the stock option plan of the Corporation.

“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, Options, share appreciation rights, and similar instruments that have option-like features.

“ Registrar and Transfer Agent ” means Odyssey Trust Company of Canada, the registrar and transfer agent of the Corporation as at the date hereof.

“ Record Date ” means July 26, 2021.

“ SEDAR ” means the system for electronic document analysis and retrieval at www.sedar.com.

“ Shareholder ” means a holder of Shares.

“ Share ” or “ Shares ” means common shares in the capital of the Corporation.

“ share-based award ” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

“TSXV ” means the TSX Venture Exchange.

DURO METALS INC. 10545 – 45 Avenue NW 250 Southridge, Suite 300 Edmonton, Alberta T6H 4M9

MANAGEMENT PROXY CIRCULAR

as of July 26, 2021 (except as otherwise indicated)

INTRODUCTION

Unless otherwise stated herein, all capitalized terms herein shall have the meaning set forth in the Glossary of Terms.

This Information Circular dated July 26, 2021 is furnished to Shareholders in connection with the solicitation of proxies by the management of the Corporation for use at the Meeting and any adjournment(s) thereof.

The Meeting has been called for the purpose of receiving the annual audited financial statements and auditor’s report for the years ended April 30, 2020 and the period from incorporation on July 18, 2018 to April 30, 2019, considering and voting upon fixing the number of directors and the election of Directors, the appointment of auditors, the re-approval of the Option Plan of the Corporation, a potential name change of the Corporation, the consolidation of the Shares in the capital of the Corporation and the continuation of the Corporation to the Business Corporations Act (British Columbia) . The disclosure herein is provided for the fiscal year ended April 30, 2020, however, for the purposes of providing current disclosure to Shareholders, certain information is presented as at the Record Date.

This Information Circular and the accompanying Notice of Meeting and form of proxy as well as other related Meeting materials are being mailed or delivered on or about August 11, 2021 to Shareholders of record as at July 26, 2021. Unless otherwise indicated, information in this Information Circular is given as of July 26, 2021. Unless otherwise specified, all dollar amounts in this Information Circular are expressed in Canadian dollars.

GENERAL PROXY MATERIALS

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF THE CORPORATION FOR THE FINANCIAL YEARS ENDING APRIL 30, 2020 AND APRIL 30, 2019 TO BE HELD ON SEPTEMBER 1, 2021.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the Board for use at the Meeting and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Meeting.

Appointment and Revocation of Proxies

Instruments of proxy must be addressed to the Secretary of the Corporation and reach Computershare Trust Company of Canada not later than 48 hours before the time for the holding of the Meeting or any adjournment(s) thereof. Only Shareholders of the Corporation at the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting unless after that date a Shareholder of record transfers its Shares and the transferee, upon producing properly endorsed certificates evidencing such Shares or otherwise establishing that he owns such Shares, requests at least 10 days prior to the Meeting that the transferee's name be included in the list of Shareholders entitled to vote, in which case, such transferee is entitled to vote such Shares at the Meeting.

An instrument of proxy shall be in writing and shall be executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a Corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are officers of the Corporation. A Shareholder is entitled to appoint a person to attend the Meeting as the Shareholder's representative (who need not be a Shareholder of the Corporation) other than the persons designated in the form of proxy furnished by the Corporation. To exercise such right, the names of the persons designated by management should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space required.

A proxy is revocable. The giving of a proxy will not affect a Shareholder's right to attend and vote in person at the Meeting. In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy by instrument in writing executed by the Shareholder or such Shareholder's attorney authorized in writing, or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof, duly authorized, and deposited at the registered office of the Corporation, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment(s) thereof at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment(s) thereof.

Persons Making the Solicitation

The solicitation is made on behalf of management of the Corporation.

The costs incurred in the preparation and mailing of the form of proxy, the Notice of Meeting and this Information Circular will be paid by the Corporation. In addition to the mailing of these materials, proxies may be solicited by personal interviews or telephone by Directors and officers of the Corporation, who will not be remunerated therefor.

Exercise of Discretion by Proxy

The Shares represented by proxy in favour of management nominees shall be voted on any ballot at the Meeting and where the Shareholder specifies the choice with respect to any matter to be acted upon, the Shares shall be voted on any ballot in accordance with the specification so made.

In the absence of such specification, Shares will be voted in favour of the proposed resolutions. The person appointed under the form of proxy furnished by the Corporation is conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and Notice of Meeting. At the time of mailing of this Information Circular, management of the Corporation knows of no such amendment, variation or other matter.

Voting of Shares – Advice to Beneficial Holders of Securities

The information set forth in this section is of significant importance to many Shareholders as a substantial number of the Shareholders hold their Shares through intermediaries such as brokers and their agents or nominees and not in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of the Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered under the name of the Shareholder on the records of the Corporation. Such Shares will more likely be registered under the name of the Shareholder's broker or an agent or nominee of that broker. Shares held by brokers or their agents or nominees can only be voted for, or withheld from voting, or voted against any resolution upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers their agents or nominees are prohibited from voting Shares for their clients.

Applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or agent or nominee thereof) is identical to the form of the proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a proxy from an intermediary cannot use that proxy to vote Shares directly at the Meeting, rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the Shares voted. A Beneficial Shareholder may however request the intermediary to appoint the Beneficial Shareholder as a nominee of it as a proxy holder. A Beneficial Shareholder should contact the intermediary, broker or agents and nominees thereof, should it have any questions respecting the voting of the Shares.

INFORMATION CONCERNING THE CORPORATION

The Corporation was incorporated under the ABCA on July 18, 2018 under the name "Duro Metals Inc.". The Corporation is a Capital Pool Company (“ CPC ”), as such term is defined by Policy 2.4 of the TSXV corporate finance manual, and closed its initial public offering of common shares and received final TSXV approval on December 5, 2019. The Corporation is a reporting issuer in Alberta, British Columbia and Ontario and its Shares are currently listed and posted for trading on the TSX Venture Exchange under the symbol "DURO.P".

The head office of the Corporation is located at 10545 – 45 Avenue NW, 250 Southridge, Suite 300, Edmonton, Alberta T6H 4M9 and its registered office is located at Suite 1150, 707 – 7 Avenue SW, Calgary, Alberta T3H 3M9. The Corporation’s main telephone number is (780) 701-3215.

The principal business of the Corporation is to identify and evaluate opportunities for the acquisition of an interest in assets of businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder approval and acceptance for filing by the TSXV (a " Qualifying Transaction " or otherwise defined herein as " QT "). Until the completion of a QT, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses in connection with potential QT's.

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

Management of the Corporation is not aware of any material interest, whether direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, of any Director or executive officer of the Corporation who has held that position at any time since the beginning of the Corporation’s last financial year, or of any proposed nominee for election as Director of the Corporation or any associate or affiliate of any of the foregoing, other than the election of Directors as disclosed in the section entitled “Particulars of Matters to be Acted Upon”.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Shares. As of July 26, 2021, 6,300,000 Shares were issued and outstanding, each such Share carrying the right to one vote on a ballot at the Meeting.

The Shareholders of record at the close of business on the Record Date are entitled to vote their Shares at the Meeting on the basis of one vote for each Share held, except to the extent that:

a) such person transfers their Shares after the Record Date; and
b) the transferee of those Shares produces properly endorsed share certificates or otherwise establishes their ownership to the Shares and makes a demand to the Registrar and Transfer Agent, not later than 10 days before the Meeting, that his or her name be included on the Shareholders’ list.

To the knowledge of the Directors or executive officers of the Corporation, no persons beneficially own, directly or indirectly, or exercise control or direction over, voting securities carrying more than 10% of the voting rights attached to all issued and outstanding securities of the Corporation, other than as described below:

Name and Municipality of Residence	Type of Ownership	Number of Shares	Percentage of Shares Owned
Sean Mager(1) Edmonton, Alberta	Direct	650,000	10.32%
John Williamson(2) Edmonton, Alberta	Direct	650,000	10.32%

Note:

1) Mr. Sean Mager is the President, Chief Executive Officer, Corporate Secretary and a Director of the Corporation. 2) Mr. John Williamson is the Chairman and a Director of the Corporation.

The above information, not being within the knowledge of the Corporation, has been derived from information provided by such person or from public sources available to the Corporation.

FINANCIAL STATEMENTS

The audited financial statements of the Corporation for the year ended April 30, 2020 and the period from incorporation on July 18, 2018 to April 30, 2019, report of the auditor and related management discussion and analysis will be placed before the Meeting.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein unless such a resolution requires a special resolution. A special resolution is a resolution passed by at least two-thirds of the votes cast on the resolution. If there are more nominees for election as directors or appointment of the Corporation’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS

Executive Compensation, Discussion and Analysis

The following Executive Compensation Discussion and Analysis (“ CD&A ”) is intended to provide information about the Corporation's philosophy, objectives and processes regarding compensation for the executive officers of the Corporation and, specifically, the Named Executive Officers (“ NEOs ”). The NEOs of the Corporation include: (i) the Corporation's President and CEO; (ii) the Corporation's CFO; and (iii) the three most highly compensated individuals (other than the President and CEO and CFO) whose total salary, bonus and other compensation exceeded $150,000 in respect of the fiscal year and the period up to the Record Date. The following discussion is limited as the Corporation is classified as a CPC, it is subject to certain restrictions set forth in the TSXV’s policies relating to CPC’s and is prohibited from paying compensation to directors or officers.

Based on compensation levels paid or issued, as the case may be, during 2021, the NEOs for the purposes of this CD&A for the year-ended April 30, 2020, including as at the date of this Information Circular , were as follows:

Sean Mager: President, Chief Executive Officer and Corporate Secretary
John Williamson: Chairman
Justin Bourassa: Chief Financial Officer

The Corporation does not have a Compensation Committee.

Objectives and Philosophy of the Compensation Program

The overall compensation program of the Corporation is intended to recruit, retain and motivate employees and ensure conformity between compensation and other corporate objectives.

Criteria for Compensation

The Corporation is classified as a CPC pursuant to the policies of the TSXV and accordingly, it is not permitted to pay cash compensation to any NEOs . The Corporation does not have a Compensation Committee at this time.

Base Salary

No base salaries can be paid to the Directors or NEOs as the Corporation is classified as a CPC.

Bonuses

The Board will not approve the payment of any bonus whatsoever to the NEOs while the Corporation is classified as a CPC.

Options

The Option Plan is a key instrument used by the Corporation in attracting and retaining top performing people with the entrepreneurial characteristics needed to further the Corporation's objectives and prospects for growth. The Corporation believes that long-term performance is achieved through an ownership culture that encourages performance by the Corporation's Directors, officers, employees and consultants through the use of Option grants. In order to attract and retain executives and other key employees, the Corporation has provided in the past, and expects to continue to provide in the future, long-term incentive awards through Option grants.

On July 18, 2018 , the Shareholders approved a "rolling" Option Plan, which allows the Corporation to grant Options to acquire such number of Shares equal to a maximum of 10% of the aggregate of all issued and outstanding Shares on the date of grants to its Directors, officers and other employees. See " Securities Authorized for Issuance under Equity Compensation Plan ". Because the Option Plan is a "rolling" plan, in accordance with the requirements of the TSXV, every year the Option Plan must be approved by the Corporation's Shareholders. See " Particulars of Matters to be Acted Upon – Annual Approval of the Stock Option Plan ".

The Board believes that the grant of Options to the Directors and NEOs and share ownership by such Directors and executive officers serves to motivate achievement of the Corporation's long-term strategic objectives and the result will benefit all Shareholders of the Corporation.

The exercise price of the Options shall be determined by the Board at the time any Option is granted. In no event shall such exercise price be lower than the exercise price permitted by the TSXV. Subject to any vesting restrictions imposed by the TSXV, the Board may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction shall exist. As of the year-ended April 30, 2020 and the date of this Information Circular, 6,300,000 Options were outstanding.

Benefits

The NEOs are eligible to participate in the same benefits as offered to all full-time employees. The Corporation does not view these benefits as a significant element of its compensation structure but does believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.

Review of the Performance of the President and Chief Executive Officer

The compensation of the Corporation's President, CEO and CFO in respect of the 2020 and 2019 fiscal years were determined with regards to the financial condition of the Corporation and its status as a CPC. Given that the Corporation is a CPC, the President, Chief Executive Officer and Chief Financial Officer's remuneration is Nil in order to comply with the policies of the TSXV.

Summary Compensation Table

The following table sets forth the compensation paid by the Corporation to the NEOs during the year-ended April 30, 2020 and from the period of incorporation on July 18, 2018 to April 30, 2019 and as of the date of this Information Circular :

Name and Principal Position(10)					Non-equity incentive plan compensation(4) ($)	Non-equity incentive plan compensation(4) ($)
			Share-	Option-				All Other
			based	based	Annual incentive plans	Long-term	Pension	Compen-	Total
		Salary(1)	awards(2)	awards		incentive	Value(5)	sation(6)	Compensation
	Year	($)	($)	($)(3)(7)		plans	($)	($)	($)
Sean Mager(8) President, CEO and Corporate Secretary	2019 2020	Nil Nil	Nil Nil	$Nil $18,750	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$Nil $18,750
John Williamson(9) Chairman	2019 2020	Nil Nil	Nil Nil	$Nil $18,750	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$Nil $18,750
Justin Bourassa(10) CFO	2019 2020	Nil Nil	Nil Nil	$Nil $12,500	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$Nil $12,500

Notes:

(1) Represents salary paid to NEO’s for the applicable year-ended April 30, 2020 and from the date of incorporation on July 18, 2018 to April 30, 2019.

(2) The Corporation did not grant any share-based awards to NEO’s during the years-end April 30, 2020 and April 30, 2019 and no decisions have been made by the Board regarding the implantation or future grant of any share-based awards during 2021 year-end.

(3) Reflects the fair value of Options issued under the Corporation’s Option Plan. The value shown is estimated to be the fair value at the grant date calculated using the Black-Scholes Option pricing model with the assumptions disclosed in the notes to the financial statements for the applicable year-end. The aggregate of the fair value set out in the Corporation’s financial statements for the years-end April 30, 2020 is $56,700 (April 30, 2019: Nil). The individual fair value amounts are calculated based on the pro rata number of Options held by each Named Executive Officer.

(4) The Corporation does not currently provide for any non-equity incentive plan compensation to NEO’s.

(5) The Corporation does not currently provide for, or contribute to, either a defined benefit plan or defined contribution plan on behalf of the NEO’s.

(6) The value of perquisites to be received by NEO’s during the year-end April 30, 2020 and April 30, 2019, including property or other personal benefits provided to NEO’s that are not generally available to all employees, were not (in aggregate) $50,000 or greater or more than 10% of each NEO’s annualized salary for each applicable year-end.

(7) Options terminate 90 days following the date an option holder ceases to be an officer or consultant of the Corporation.

(8) Appointed President, CEO and Corporate Secretary on July 18, 2018. During the year-ended April 30, 2020, Mr. Mager held 150,000 Options at an exercise price of $0.125 which expire on April 6, 2025.

(9) Appointed Chairman of the Board on July 31, 2018. During the year-ended April 30, 2020, Mr. Williamson held 150,000 Options at an exercise price of $0.125 which expire on April 6, 2025.

(10) Appointed CFO on July 31, 2019. During the year-ended April 30, 2020, Mr. Bourassa held 100,000 Options at an exercise price of $0.125 which expire on April 6, 2025.

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Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information in respect of all awards outstanding by the Corporation or its subsidiaries, directly or indirectly, to each of the NEOs at the end of the Corporation’s most recently completed financial year ended April 30, 2020 and as of the date of this Information Circular :

Name and Principal Occupation					Share-Based Awards	Share-Based Awards
		Option-Based Awards
	Number of Securities Underlying Unexercised Options(2)(3) (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the money Options ($)(1)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share- Based Awards that have not Vested ($)
Sean Mager President, CEO and Corporate Secretary	150,000	$0.125	April 6, 2025	$Nil	Nil	Nil
John Williamson Chairman	150,000	$0.125	April 6, 2025	$Nil	Nil	Nil
Justin Bourassa CFO	100,000	$0.125	April 6, 2025	$Nil	Nil	Nil

Notes:

(1) Reflects the aggregate dollar amount of “in-the-money” unexercised stock options held as at the year-end is calculated based on the difference between the market value of the Shares underlying the stock options on the TSXV as at April 30, 2020 (April 30, 2019: Nil) and the stock option exercise price.

(2) During the years ended April 30, 2020 and April 30, 2019, the Corporation granted no Options to the NEO’s.

(3) Options terminate 90 days following the date an option holder ceases to be a director, officer, consultant or employee of the Corporation.

Incentive Plan Awards – Value Vested or Earned During the Most Recently Completed Financial Year-End

The following table sets forth information in respect of incentive plan awards vested or earned by each of the NEOs on the date of vesting of the applicable award during the Corporation’s most recently completed financial year ended April 30, 2020 and as of the date of this Information Circular :

Name and Principal Occupation	Option-based Awards –	Share-based awards –	Non-equity incentive plan compensation – Value earned during the year ($)
	Value vested	Value vested
	during the year	during the year
	($)(1)(2)(3)	($)
Sean Mager President, CEO and Corporate Secretary	$18,750	Nil	Nil
John Williamson Chairman	$18,750	Nil	Nil
Justin Bourassa CFO	$12,500	Nil	Nil

Notes:

(1) Reflects the aggregate dollar value that would have been realized if the stock options that vested during the year has been exercised on the vesting date which is calculated based on the difference between the market price of the underlying stock options as at April 30, 2020 (April 30, 2019: Nil) and the stock option exercise price.

(2) Options terminate 90 days following the date an option holder ceases to be a director, officer, consultant or employee of the Corporation. (3) During the years ended April 30, 2020 and April 30, 2019, the Corporation granted no Options to the NEO’s.

Termination Benefits

No termination benefits are payable to any employees or consultants of the Corporation.

Change of Control Benefits

No change of control benefits are payable to any employees or consultants of the Corporation.

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Compensation of Directors

Directors are compensated for their services predominately through the grant of Options. The non-executive Directors do not receive any other form of compensation but they are reimbursed for all reasonable out of pocket expenses incurred as Directors. The following table sets forth all amounts of compensation provided to Directors who are not Named Executive Officers for the Corporation’s most recently completed financial year-ended April 30, 2020 and as of the date of this Information Circular :

				Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)			Total Compensation ($)
				Annual incentive plans	Long-
		Share-	Option-				All Other
	Fees	based	based		term	Pension	Compen-
	Earned	awards	awards(1)(2)		incentive	Value	sation
Name	($)	($)	($)		plans	($)	($)
Jeremy Yaseniuk(3) Director	Nil	Nil	$6,250	Nil	Nil	Nil	Nil	$6,250
Mike Dufresne(4) Director	Nil	Nil	$6,250	Nil	Nil	Nil	Nil	$6,250
Jim Greig(5) Director	Nil	Nil	$6,250	Nil	Nil	Nil	Nil	$6,250

Notes:

(1) Reflects the fair value of Options issued under the Corporation’s Option Plan. The value shown is estimated to be the fair value at the grant date calculated using the Black-Scholes Option pricing model with the assumptions disclosed in the notes to the financial statements for the year ended April 30, 2020 and April 30, 2019. The aggregate of the fair value of all Options set out in the Corporation’s financial statements for the year ended April 30, 2020 is $56,700 (April 30, 2019: Nil) and the individual fair value amounts are calculated based on the pro rata number of Options held by each Director.

(2) Options terminate 90 days following the date an option holder ceases to be a director, officer, consultant or employee of the Corporation. (3) Appointed a Director of the Corporation on August 15, 2018. During the year-end, Mr. Yaseniuk held 50,000 Options at an exercise price of $0.125 and which expire on April 6, 2025.

(4) Appointed a Director of the Corporation on August 15, 2018. During the year-end, Mr. Dufresne held 50,000 Options at an exercise price of $0.125 and which expire on April 6, 2025.

(5) Appointed a Director of the Corporation on August 15, 2018. During the year-end, Mr. Greig held 50,000 Options at an exercise price of $0.125 and which expire on April 6, 2025.

The following table sets forth information in respect of all awards outstanding by the Corporation or its subsidiaries, directly or indirectly, to each of the Directors who are not NEOs at the end of the Corporation’s most recently completed financial year-ended April 30, 2020 and as of the date of this Information Circular :

Name					Share-Based Awards	Share-Based Awards
		Option-Based Awards
	Number of Securities Underlying Unexercised Options(2) (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the money Options ($)(1)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested ($)
Jeremy Yaseniuk Director	50,000	$0.125	April 6, 2025	$Nil	Nil	Nil
Mike Dufresne Director	50,000	$0.125	April 6, 2025	$Nil	Nil	Nil
Jim Greig Director	50,000	$0.125	April 6, 2025	$Nil	Nil	Nil

Notes:

(2) Options terminate 90 days following the date an option holder ceases to be a director, officer, consultant or employee of the Corporation.

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The following table sets forth information in respect of incentive plan awards vested or earned by each of the Directors who are not NEOs on the date of vesting of the applicable award during the Corporation’s most recently completed financial year-ended April 30, 2020 and as of the date of this Information Circular :

Name			Non-equity incentive plan compensation – Value earned during the year ($)
	Option-based Awards –	Share-based awards –
	Value vested during the year	Value vested during the year
	($)(1)(2)	($)
Jeremy Yaseniuk Director	$6,250	Nil	Nil
Mike Dufresne Director	$6,250	Nil	Nil
Jim Greig Director	$6,250	Nil	Nil

Notes:

(1) Reflects the aggregate dollar value that would have been realized if the Options that vested during the year had been exercised on the vesting date. (2) Options terminate 90 days following the date an option holder ceases to be a director, officer, consultant or employee of the Corporation.

AUDIT COMMITTEE

The Corporation is required to have an audit committee under the ABCA and pursuant to the provisions NI 52-110.

Audit Committee Charter

Pursuant to NI 52-110, the Corporation is required to have a written charter which sets out the duties and responsibilities of its audit committee. The charter is attached hereto as “Schedule A”.

Composition of the Audit Committee

The Audit Committee is comprised of the following members:

Name and Office, if Any	Independent	Financially Literate
Sean Mager_(Chairman of the Audit Committee)_	No	Yes
Jeremy Yaseniuk	Yes	Yes
MikeDufresne	Yes	Yes

Relevant Education and Experience

Each member of the Audit Committee has a general understanding of the accounting principles used by the Corporation to prepare its financial statements and will seek clarification from the Corporation’s auditors, where required. Each member of the Audit Committee also has direct experience in understanding accounting principles for private and reporting companies, general experience in preparing, auditing, analyzing or evaluating financial statements similar to those of the Corporation, and general understanding of internal controls and the procedures for financial reporting. Each member will receive the necessary training or enrollment in the necessary continuing education course(s) to ensure that their abilities and understanding of any change in relevant accounting principles and/or financial reporting requirements are maintained at a level sufficient to provide the necessary oversight as part of their responsibilities to the Audit Committee.

Audit Committee Oversight

At no time since the commencement of the Corporation’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 Corporation’s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

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Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services other than the general requirements under the heading “External Audit” of the Audit Committee Charter which states that the Audit Committee must pre-approve any non-audit services to the Corporation and the fees for those services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit and non-audit related services are as follows:

Financial Year Ending(1)	Audit Fees(2)	Audit Related Fees	Tax Fees(3)	Other Fees(4)
2020	$5,000	$Nil	$Nil	$Nil
2019	$5,000	$Nil	$Nil	$Nil

Notes:

(1) Shown in the year that the fees were invoiced.

(2) Audit fees were for professional services rendered by Dale Matheson Carr-Hilton Labonte LLP for the audit of the Corporation's year-end financial statements for April 30, 2020 and for the period from incorporation on July 18, 2018 to April 30, 2019. Dale Matheson Carr-Hilton Labonte LLP were appointed as the Auditor of the Corporation since inception. Audit fees include fees necessary to perform the annual audit and quarterly review of the Corporation's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, review of securities filings and statutory audits.

(3) Tax Fees include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) All Other Fees include all other non-audit services. These include services provided to the Corporation in connection the adoption of and transition to International Financial Reporting Standards by the Corporation as its accounting principles.

Exemption

As a venture issuer within the meaning of NI 52-110, the Corporation is relying upon the exemption provided by section 6.1 of NI 52-110, which exempts venture issuers from the requirements of Part 3, C omposition of the Audit Committee and Part 5, Reporting Obligations of NI 52-110.

CORPORATE GOVERNANCE

General

Corporate governance refers to the structures and processes employed by the Corporation to direct and manage its business and affairs, so as to best achieve the Corporation's objectives. Disclosure of the Corporation’s corporate governance practices in accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices is attached hereto as Schedule “B”.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth information in respect of compensation plans under which equity securities of the Corporation are authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding Options, warrants and rights(2)	Weighted-average exercise price of outstanding Options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved bysecurityholders	630,000(1)(3)– Options 270,000 - Warrants	Options - $0.125 Warrants - $0.10	Nil
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	630,000 - Options 270,000 -Warrants	Nil	Nil

Notes:

(1) Shares issuable upon exercise of outstanding Options.

(2) During the year-ended April 30, 2020, 270,000 agent warrants were outstanding, exercisable at $0.10 until December 9, 2021 and issued in connection with the Corporation’s initial public offering.

(3) During the year-ended and as of the date of this Information Circular, 630,000 Options are issued and outstanding. The number of Options available for future issuance is Nil.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Management of the Corporation is not aware of any indebtedness outstanding to the Corporation or its subsidiaries by Directors, officers, employees or former executive officers as at the end of the most recently completed financial year ended April 30, 2020 or up to the Record Date and thereafter.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in the Information Circular, management of the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation, any proposed Director or any associate or affiliate of any informed person or proposed Director, in any transaction since the commencement of the Corporation’s most recently completed financial year ended April 30, 2020 or in any proposed transaction which has materially affected or would materially affect Corporation, other than the related part transactions referred to in the financial statements for the year ended April 30, 2020.

MANAGEMENT CONTRACTS

Management functions of the Corporation are substantially performed by officers of the Corporation and have not been performed, to any substantial degree, by any other person with whom the Corporation has contracted.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Fix the Number of Directors

The Shareholders will be asked to consider a resolution fixing the number of directors to be elected at the Meeting. Management proposes that the number of directors to be elected at the Meeting be set at six (6). There are presently six (6) directors of the Corporation, each of whom retires from office at the Meeting. Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of setting the number of directors to be elected at the Meeting at six (6).

2. Election of Directors

The affairs of the Corporation are managed by the Directors who are elected annually for a one year term at each annual general meeting of the Shareholders and hold office until the next annual general meeting, or until their successors are duly elected or appointed or until a Director vacates his office or is replaced in accordance with the by-laws of the Corporation.

The Shareholders are entitled to elect the Directors. The persons named below have been nominated for election and have consented to such nomination.

Unless authority to vote on the election of Directors is withheld, it is the intention of the person named in the accompanying instrument of proxy to vote for the election of such nominees as Directors. If, prior to the Meeting, any vacancies occur in the slate of proposed nominees herein submitted, the persons named in the enclosed form of proxy intend to vote for the election of any substitute nominee or nominees recommended by management of the Corporation and for the remaining proposed nominees.

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The following are the names, occupations, residences and number of Shares held by each of the proposed nominees for election as Directors:

Name and Municipality of Resident	Position with the Corporation and date First Elected or Appointed	Principal Occupation for the Past 5 Years	Number and Percentage of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled by the Proposed Director(1)
Sean Mager(2)(3)(5) Edmonton, AB	President, CEO, Corporate Secretary and Director (July 18, 2018)	Mr. Mager has been the Principal of 859053 Alberta Ltd., a privately held investment company from December 1999 to present. Mr. Mager serves as a director of Altiplano Metals Inc. since October 2010, director of Benchmark Metals Inc. since February 2013 and Chief Financial Officer since March 2018, President, Chief Executive Officer and Director of Cortus Metals Inc. since June 2018 and Chief Financial Officer and a Director of Emperor Metals Inc. since November 2020.	650,000 (10.32%)
John Williamson(5) Edmonton, AB	Chairman and Director (July 31, 2018)	Mr. Williamson is the President of 678119 Alberta Ltd., a private company which provides management and geological consulting services to junior mineral exploration companies since January 1996. Mr. Williamson is currently the Chairman, President, Chief Executive Officer and a director of Altiplano Metals Inc. since 2010. Mr. Williamson is currently Chief Executive Officer and a director of Benchmark Metals Inc. since March 2018, Director of Cortus Metals Inc. since November 2019, Director of Scottie Resources Corp. since February 2018, Director of Emperor Metals Inc. since November 2020, Chief Executive Officer and Director of Founders Metals Inc. since February 2021. Mr. Williamson resigned as Chief Executive Officer and Director of Camino Minerals Corp. in January 2020 and Exploits Discovery Corp. in October 2020. Mr. Williamson was a Director of QX Metals from June 2016 to June 2020.	650,000 (10.32%)
Justin Bourassa(5) Edmonton, AB	Director and CFO (July 31, 2018)	Mr. Bourassa is currently the Chief Financial Officer of Altiplano Metals Inc. since April 2013, Peruvian Metals Inc. since July 2013, Camino Minerals Corp. since September 2018, Thesis Gold Inc. since September 2020, Founders Metals Inc. since March 2021 and Benchmark Metals Inc. from July 2013 until February 2017. He is also the founding and managing partner of corporate and financial services provider SPR Outsourcing since February 2016.	200,000 (3.17%)
Jeremy Yaseniuk(2)(5) Vancouver, BC	Director (August 15, 2018)	Mr. Yaseniuk is the Principal of Brighton Management, a privately held investment company, since 1996. Mr. Yaseniuk is Chief Executive Officer of Copaur Minerals Inc. (CPAU: TSXV) since April 2021.	200,000 (3.17%)
Mike Dufresne(2)(4)(5) Edmonton, Alberta	Director (August 15, 2018)	Mr. Dufresne is a consulting geologist and is thePresident and Principal of Apex Geoscience Ltd. (an independent geological consulting company) since 1992. Mr. Dufresne has been a director of Benchmark Metals Inc. since 2016 and Aston Bay Holdings Ltd. since 2015, both TSXV listed companies.	200,000 (3.17%)
Jim Greig(5) Vancouver, BC	Director (August 15, 2018)	Mr. Greig is currently engaged with publicly-listed mineral exploration companies as a consultant. Mr. Greig is the President and a Director of Benchmark Metals Inc. since 2013 and served as Chief Financial Officer and a Director of GFG Resources Inc., and as a member of the audit committee.	100,000 (1.59%)

Notes:

(1) The information as to Shares beneficially owned, not being within the knowledge of the Corporation, has been provided by the respective Directors. (2) Member of Audit Committee.

(3) Chairman of Audit Committee.

(4) Held indirectly through a private company which is wholly owned and controlled by Mr. Dufresne.

(5) Shares subject to an Escrow Agreement dated November 23, 2020 between the Corporation, Odyssey Trust Company and certain shareholders of the Corporation, upon completion of the Corporation’s Initial Public Offering.

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Corporate Cease Trade Orders

Except as disclosed below, no Director of the Corporation has, within the ten years prior to the date of this Information Circular, been a Director or executive officer of any company that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity) was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days.

Bankruptcies

Except as disclosed below, no Director of the Corporation has, within the ten years preceding the date of this Information Circular, become bankrupt, been a Director or executive officer of any 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 comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

Except as disclosed below, no proposed director of the Corporation 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 has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

3. Appointment of Auditor

The Shareholders will be asked at the Meeting to vote for the appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants located at 401 – 905 West Pender Street, Vancouver, British Columbia V6C 1L6 as the auditors of the Corporation, for the ensuing year and to authorize the Directors to fix their remuneration.

Unless otherwise directed, Shares representing proxies in favour of management nominees will be voted in favour of the appointment of Dale Matheson Carr-Hilton Labonte LLP as auditors of the Corporation, to hold office until the next annual general meeting of the Shareholders, or until their successors are duly elected or appointed, and to authorize the Board to fix their remuneration.

4. Stock Option Plan

The Corporation has in place a rolling stock option plan whereby the Directors of the Corporation may allocate a maximum of 10% of the issued and outstanding Shares from time to time for issuance under the Option Plan. The Option Plan was last approved by the Shareholders on July 18, 2018. There have not been any amendments made to the Option Plan since that time, other than administrative amendments that do not affect the rights conveyed under the Option Plan.

The highlights of the Option Plan are as follows:

(a) Options may be granted to Directors, employees, management company employees and consultants;
(b) the exercise price of Options granted shall be determined by the Board in accordance with the policies of the TSXV;
(c) the Directors may allocate up to a maximum of 10% of the issued and outstanding Shares for the issuance of Options; no single participant may be issued Options representing greater than five (5%) percent of the number of outstanding Shares in any 12 month period; the number of Shares reserved for issuance to any one consultant of the Corporation may not exceed two (2%) percent of the number of outstanding Shares in any 12 month period;
(d) the aggregate number of Options granted to persons employed in investor relation activities must not exceed two (2%) percent of the outstanding Shares in any 12 month period unless the TSXV permits otherwise. Options issued to consultants providing investor relations services must vest in stages over 12 months with no more than one quarter of the Options vesting in any three month period;
(e) the Board may determine the term of the Options, but the term shall in no event be greater than five years from the date of issuance;
17 -
(f) generally, the Options expire 90 days from the date on which a participant ceases to be a Director, officer, employee, management company employee or consultant of the Corporation; and
(g) terms of vesting of the Options, the eligibility of Directors, officers, employees, management company employees and consultants to receive Options and the number of Options issued to each participant shall be determined at the discretion of the Board, subject to the policies of the TSXV.

Since the Option Plan is a "rolling plan", annual shareholder approval of the Option Plan is required by the TSXV. In accordance with the policies of the TSXV, the Corporation requests Shareholders to consider, and if thought fit, approve an ordinary resolution substantially in the form set forth below:

"BE IT RESOLVED that:

1. as an ordinary resolution, pursuant to and in compliance with the policies of the TSX Venture Exchange and subject to regulatory approval, the Corporation’s stock option plan is hereby approved, whereby a maximum of 10% of the common shares of the Corporation will be reserved for issuance under the stock option plan, provided that the number of listed securities that may be reserved for issuance under stock options granted to any one individual or insiders of the Corporation shall not exceed five (5%) percent of the Corporation’s issued and outstanding listed securities, and the same is hereby approved;

2. the form of the stock option plan may be amended in order to satisfy the requirements or requests of any regulatory authorities, or at the discretion of the board of Directors acting in the best interests of the Corporation without requiring further approval of the shareholders of the Corporation; and

3. any one Director or officer of the Corporation be and is hereby authorized and directed, upon the board of Directors resolving to give effect to this resolution, to take all necessary steps and proceedings, and to execute, deliver and file any and all applications, declarations, documents and other instruments and do all such other acts or things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to the provisions of this resolution."

TO BE EFFECTIVE, THE RESOLUTION MUST BE PASSED BY AT LEAST A MAJORITY OF THE VOTES CAST AT THE MEETING. UNLESS OTHERWISE DIRECTED, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED IN FAVOUR OF THE APPROVAL OF THE OPTION PLAN.

5. Name Change

The Board wishes to obtain shareholder approval to have the authority and discretion to change the name of the Corporation at some point over the next 12 months. To avoid the expense of convening another meeting of the Shareholders, the Directors are seeking the approval of a special Shareholders resolution authorizing the Board to change the name of the Corporation to any such a name as may be acceptable to the Board, the TSXV, and Alberta Corporate Registries.

Accordingly, the Shareholders will be asked to approve the following special resolution:

“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS, THAT:

1. in the event that the Board considers that the name of the Corporation should be changed, the Board is hereby authorized to change the name of the Corporation to any name the Board deems appropriate and to amend the Articles of the Corporation accordingly anytime over the next 12 months to reflect such name change; and

2. the Board of the Corporation shall have the sole and complete discretion on whether or not to carry out the name change and notwithstanding shareholder approval of same, there shall be no obligation to proceed with such name change.”

In the event that management determines a new name prior to the Meeting, the new name will be inserted in the special resolution presented to the Shareholders for their consideration. The persons named in the enclosed Proxy furnished by the Corporation intend, unless otherwise directed, to vote in favour of the special resolution to change the name of the Corporation. The effective date of the change of name will be the date of issuance of a certificate of amendment in respect of the name change under the Business Corporations Act (Alberta).

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6. Consolidation

At the Meeting, the Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution (the “ Consolidation Resolution ”) set forth below approving the consolidation of the Corporation’s issued and outstanding Shares. If the Consolidation Resolution is approved, the Board will have the authority, in its sole discretion, to implement a consolidation (the “ Consolidation ”) of the Corporation’s issued and outstanding Shares at a ratio of one (1) post-Consolidation Share for 1.4538 pre-Consolidation Shares anytime within the next 12 months following the Meeting.

Effect of the Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Corporation’s issued and outstanding Shares and the Consolidation Ratio will be the same for all such Shares. The principal effect of the Consolidation will be that the number of the Shares of the Corporation issued and outstanding will be reduced to an amount equal to the number of the pre-Consolidation Shares of the Corporation then issued and outstanding after applying the Consolidation Ratio. The Consolidation will affect all holders of Shares uniformly and will not affect any Shareholder’s percentage ownership interest in the Corporation, except to the extent that the Consolidation would otherwise result in a Shareholder owning a fractional Share. No fractional post-Consolidation Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Shares. Any fractional interest in Shares resulting from the Consolidation that is less than one-half of a Share will be canceled and any fractional interest in Shares that is at least one-half will be rounded up to the nearest whole Share.

The Corporation currently has an unlimited number of Shares available for issuance and the Consolidation will not have any effect on the number of Shares that remain available for future issuance. The exercise or conversion price and the number of Shares issuable under any convertible securities of The Corporation, including incentive stock options will be proportionately adjusted if the Consolidation is approved by the Shareholders at the Meeting and put into effect.

In general, the Consolidation will not be considered to result in a disposition of the Shares by the Shareholders.

The aggregate adjusted cost base to a Shareholder will not change as a result of the Consolidation; however, the Shareholder’s adjusted cost base per Share will increase.

Implementation of the Consolidation

The Consolidation is subject to receipt of all required regulatory approvals, including approval from the TSX Venture Exchange (" TSXV "), and to the approval of the Consolidation by the Shareholders at the Meeting. If these approvals are received, the Consolidation will be effected at a time determined by the Board and announced by a press release of the Corporation. Notwithstanding if the approvals are received, the Corporation may determine not to proceed with the Consolidation at the discretion of the Board.

If the Consolidation does proceed, registered holders of Shares will receive a letter of transmittal providing instructions with respect to exchanging their certificates representing pre-Consolidation Shares for post-Consolidation Shares.

Upon completion of the Consolidation the Corporation is required to obtain a new CUSIP number.

Shareholder Approval Being Sought

The Shareholders of the Corporation will be asked at the Meeting to consider and, if deemed advisable, to approve, with or without amendment the following special resolution:

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“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS, THAT:

1. the Corporation be and it is hereby authorized, anytime within the 12 months following the shareholders' meeting of the Corporation held on September 1, 2021 (and any adjournment or postponement thereof), to consolidate (the " Consolidation ") all of its issued Common Shares without par value at a ratio of 1.4538 pre-Consolidation Common Shares without par value being consolidated into one (1) post-Consolidation Common Share without par value;

2. if the Consolidation would result in a holder of Common Shares owning a fractional post-Consolidation Common Share. No fractional post-Consolidation Common Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Shares. Any fractional interest in post-Consolidation Common Shares resulting from the Consolidation that is less than one-half of a post-Consolidation Common Share will be canceled and any fractional interest in post-Consolidation Common Shares that is at least one-half will be rounded up to the nearest whole post-Consolidation Common Share;

3. any director or officer of the Corporation be and is hereby authorized and directed on behalf of the Corporation to sign and deliver all documents and to do all things necessary and advisable in connection with the foregoing and to determine the timing thereof;

4. notwithstanding the approval of the proposal to consolidate the issued share capital of the Corporation, the directors of the Corporation be and they are hereby authorized without further approval of the Shareholders to revoke the resolution consolidating the issued share capital of the Corporation before it is acted upon if the directors deem it would be in the best interests of the Corporation; and

5. notwithstanding the approval of the proposal to consolidate the issued share capital of the Corporation, the directors of the Corporation be and they are hereby authorized without further approval of the Shareholders to modify, vary or amend such terms and conditions in respect of the Consolidation as may be required by the regulatory authorities having jurisdiction or as the Board of Directors may in its sole discretion deem in the best interests of the Corporation, and the directors are further authorized to abandon such transactions and matters, in whole or in part.”

The Board recommends the Shareholders vote FOR approving the Consolidation Resolution.

A “special resolution” is a resolution passed by the Shareholders of the Corporation at a general meeting by a majority of two-thirds of the votes cast in person or by proxy.

In order to be effective, the foregoing special resolution must be approved by a majority of two-thirds of the votes cast by those Shareholders of the Corporation who, being entitled to do so, vote in person or by proxy at the Meeting in respect of such resolution.

Unless the Shareholder has specified in the enclosed form of proxy that the Shares represented by such proxy are to be voted against the Consolidation Resolution, the persons named in the enclosed form of proxy will vote FOR the Consolidation Resolution.

7. Continuation

The Corporation is currently incorporated under the Alberta Business Corporations Act (the " ABCA "), but management of the Corporation is of the view that British Columbia Business Corporations Act (the " BCBCA ") is consistent with corporate legislation in most other Canadian jurisdictions and will allow the Corporation's Shareholders to have substantially the same rights that are available to the Shareholders under the ABCA but will provide the Corporation greater flexibility to carry out its corporate transactions.

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution, in the form set out below, the continuance resolution the text of which is set out below, approving the continuation of the Corporation to the Province of British Columbia (the " Continuation "). Upon the completion the Continuation of the Corporation from the provincial jurisdiction of Alberta under the ABCA and to the provincial Jurisdiction of British Columbia under the BCBCA, the ABCA will cease to apply to the Corporation and the Corporation will become subject to the BCBCA, as if it had been originally incorporated under the BCBCA. The articles and the by-laws of the Corporation will be replaced by notice of articles and articles, the proposed form of articles are attached as Schedule "D". The registration of the Continuation does not create new legal entity, nor does it prejudice or affect the continuity of the Corporation; however, the Continuation of the Corporation under the BCBCA will affect certain rights of Shareholders as they currently exist under the ABCA. Set out below under the heading "The Continuation - Comparison of ABCA and BCBCA" is a summary of some of the key differences in corporate law between the ABCA and the BCBCA.

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A description of the key differences between the current articles and by-laws of the Corporation and the proposed articles can be found below.

To be effective, the Continuation Resolution must be approved by special resolution. To pass, a special resolution requires a majority of not less than two-thirds of the votes cast by Shareholders who vote in person or by Proxy at the Meeting. If Shareholder approval for the Continuation is not obtained, the Corporation will remain an Alberta corporation, subject to the requirements of the ABCA. The Continuation Resolution is approved at the Meeting, the Continuation is expected to be affected anytime within 12 months after the Meeting. The Corporation may nonetheless elect not to complete the Continuation. Registered Shareholders have certain rights of dissent in respect of the Continuation. Dissent Rights in the manner provided in Section 191 of the ABCA, as described below.

The Continuation

For corporate and administrative reasons, the Board is of the view that it would be appropriate to continue the Corporation as a British Columbia company. The Corporation's head office is located in Edmonton, Alberta. The Corporation believes the BCBCA is a more modern corporate statute that provides additional flexibility to the Corporation in a number of areas. In British Columbia, the Corporation will have greater flexibility to attract the most qualified and experienced directors from a global talent pool, who have the expertise and skills required by the Corporation's business. The BCBCA also provides increased flexibility with respect to capital management, resulting from more flexible rules relating to dividends, share purchases, redemption, consolidations and accounting for capital. In addition, the harmonization of the BCBCA with applicable securities laws has reduced the regulatory burden as compared to other Canadian jurisdictions.

The Continuation Resolution confers discretionary authority on the Board to revoke the Continuation Resolution before the Continuation occurs. The Board may exercise its discretion and elect not to proceed with the Continuation, notwithstanding Shareholder approval, for any number of reasons, including, for example, the number of Registered Shareholders that dissent in respect of the Continuation Resolution.

Procedure for Continuation

In order to effect the Continuation:

(a) the Corporation must obtain the approval of its Shareholders to the Continuance by way of the Continuance Resolution, being a special resolution to be passed by not less than two-thirds of the votes cast at the Meeting in person or by proxy;
(b) the Corporation must make a written application to the Registrar of Corporations (the " ABCA Registrar ") under the ABCA for consent to continue under the BCBCA, such written application to establish to the satisfaction of the ABCA Registrar that the proposed Continuance will not adversely affect the Corporation's creditors or shareholders;
(c) once the Continuance Resolution is passed and the Corporation has obtained the consent of the ABCA Registrar under the ABCA, in order to obtain a certificate of continuation (the " Certificate of Continuance ") under the BCBCA, the Corporation must file with the Registrar of Companies under the BCBCA (the " Registrar ") a continuation application along with the consent of the ABCA Registrar under the ABCA, and certain prescribed documents under the BCBCA, including the articles that the Corporation will have once it is continued into British Columbia;
(d) on the date shown on the Certificate of Continuance, the Corporation will become a company registered under the BCBCA as if it had been incorporated under the BCBCA; and
(e) the Corporation must then file a copy of the Certificate of Continuation with the ABCA Registrar and receive a certificate of discontinuance under the ABCA (the " Certificate of Discontinuance ").

Effect of Continuation

Upon receipt of the Certificate of Continuance, the Corporation will become subject to the BCBCA as if it had been incorporated under the BCBCA, and upon receipt of the Certificate of Discontinuance, the ABCA will cease to apply to the Corporation, thereby completing the Continuance. The Continuance will not create a new legal entity, affect the continuity of the Corporation or result in a change in its business. However, the Continuance will affect certain rights of Shareholders as they currently exist under the ABCA and the Corporation' s existing articles and by-laws. Set out below under "Comparison of ABCA and BCBCA" is a summary of some of the key differences in corporate law between the ABCA and BCBCA. A brief description of the material differences between the Corporation's current articles and by-laws and the Proposed Articles, is set out under "Comparison of the Corporation's Articles and By- Laws and Proposed Articles" below.

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The BCBCA provides that when a foreign corporation continues under such legislation:

(a) the property, rights and interests of the foreign corporation continue to be the property, rights and interests of the company;
(b) the company continues to be liable for the obligations of the foreign corporation;
(c) an existing cause of action, claim or liability to prosecution is unaffected;
(d) a legal proceeding being prosecuted or pending by or against the foreign corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the company; and
(e) a conviction against, or a ruling, order or judgment in favour of or against, the foreign corporation may be enforced by or against the company.

The Continuance will not affect the Corporation's status as a listed company on the TSXV, as a reporting issuer under the securities legislation of any jurisdiction in Canada, and the Corporation will remain subject to the requirements of such legislation.

As of the effective date of the Continuance, the Corporation's current constating documents - its articles and by-laws under the ABCA - will be replaced with a notice of articles and the Proposed Articles under the BCBCA, the legal domicile of the Corporation will be the Province of British Columbia and the Corporation will no longer be subject to the provisions of the ABCA.

Comparison of ABCA and BCBCA

Upon the completion of the Continuance, the Corporation will be governed by the BCBCA. Although the rights and privileges of shareholders under the ABCA are in many instances comparable to those under the BCBCA, there are several notable differences and shareholders are advised to review the information contained in this Circular and to consult with their professional advisors.

In general terms, the BCBCA provides to Shareholders substantively the same rights as are available to Shareholders under the ABCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions. There are, however, important differences concerning the qualifications of directors, location of shareholder meetings, certain shareholder remedies and other matters. The following is a summary comparison of certain provisions of the BCBCA and the ABCA. This summary is not intended to be exhaustive and is qualified in its entirety by the full provisions of the ABCA and BCBCA, as applicable.

Charter Documents

Under the BCBCA, the charter documents will consist of a Notice of Articles, which sets forth, among other things, the name of the Corporation, the amount and type of authorized capital, and indicates if there are any rights or restrictions attached to the shares, and Articles, which will govern the management of the Corporation following the Continuation. The Notice of Articles is filed with the BCBCA Registrar, and the Articles will be filed only with the Corporation's registered and records office.

Similarly, under the ABCA, the Corporation has Articles of Incorporation, which sets forth, among other things, the name of the Corporation and the amount and type of authorized capital and indicates if there are any rights or restrictions attached to the shares, and By-laws, which govern the management of the Corporation. The Articles of Incorporation are filed with the ABCA Registrar and the By-laws are filed only with the Corporation's registered and records office.

Except as otherwise described below and herein, the Continuation to British Columbia and the adoption of the Notice of Articles and Articles will not result in any substantive changes to the constitution, powers or management of the Corporation, except as otherwise described herein. A copy of the proposed Articles that will be adopted in connection with the Continuation are attached to this Information Circular as Schedule "D".

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Alterations of Share Capital and Change of Name

Under the BCBCA, if specified in the Articles, the Board is provided with the flexibility to approve the alteration of the share structure of the Corporation to effect, among other things, the creation of classes of shares, a consolidation of its issued shares or an increase or decrease in the authorized share capital of the Corporation (collectively, " Share Structure Alterations "). Under the ABCA, in order to effect Share Structure Alterations, a special resolution of the Shareholders of the Corporation is required.

Similarly, under the BCBCA, the Board may resolve to change the name of the Corporation. Under the ABCA, in order to effect a change of name of the Corporation, a special resolution of the Shareholders of the Corporation is required.

The Articles adopted by the Corporation upon Continuation will permit the board of directors to approve Share Structure Alterations and to approve a change of name of the Corporation without shareholder approval.

Amendments to Charter Documents

Any substantive change to the corporate charter of a company under the BCBCA, such as an alteration of the restrictions, if any, on the business carried on by the Corporation, or an alteration of the special rights or restrictions attached to issued share requires a resolution passed by a majority of votes specified by the Articles of the company or, if the Articles do not contain such a provision, a special resolution passed by two-thirds of the votes cast on the resolution. The Articles proposed to be adopted by the Corporation provide that the foregoing changes may be approved by the shareholders by special resolution. In addition, other fundamental changes, such as a proposed amalgamation or continuation of a company out of the jurisdiction requires a special resolution passed by two-thirds of the votes cast on the resolution by holders of shares of each class entitled to vote at a general meeting of the company.

Under the ABCA, such changes require a special resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class or series of shares are affected differently by the alteration that the rights of the holders of other classes of shares, or in the case of holders of a series of shares, in a manner different from other shares of the same class, a special resolution passed by not less than two-thirds of the votes cast by the holders of shares of each class, or series, as the case may be, whether or not they are otherwise entitled to vote.

Sale of Undertaking

Under the BCBCA, a corporation may sell, lease or otherwise dispose of all, or substantially all, of the undertaking of the company if it does so in the ordinary course of its business or if it has been authorized to do so by special resolution passed by a majority of votes that the Articles of the Corporation specify is required (being at least two-thirds and not more than three-quarters of the votes cast on the resolution) or, if the Articles do not contain such a provision, a special resolution passed by at least two-thirds of the votes cast on the resolution. Under the Articles proposed to be adopted by the Corporation, the special resolution will need to be passed by at least two-thirds of the votes cast on the resolution.

The ABCA requires approval of the holders of the shares of a corporation represented at a duly called meeting by not less than two-thirds of the votes cast on a special resolution for a sale, lease or exchange of all or substantially all of the property (as opposed to the "undertaking") of the corporation, other than in the ordinary course of business of the corporation. Each share of a corporation carries the right to vote in respect of a sale, lease or exchange of all or substantially all of the property of the corporation whether or not it carries the right to vote. Holders of shares of a class or series can vote only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series. While shareholder approval thresholds will be the same under the BCBCA and the ABCA, there are differences in the nature of a sale which requires such approval, i.e., a sale of all or substantially all of the "undertaking" under the BCBCA and of all or substantially all of the "property" under the ABCA.

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Rights of Dissent and Appraisal

The BCBCA provides that shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the company to purchase the shares held by such shareholders at the fair value of such shares. The dissent right is applicable in respect of:

(a) a resolution to alter the Articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;
(b) a resolution to adopt an amalgamation agreement;
(c) a resolution to approve an amalgamation into a foreign jurisdiction;
(d) a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(f) a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) any other resolution, if dissent is authorized by the resolution; or
(h) any court order that permits dissent.

The ABCA contains a similar dissent remedy, subject to certain qualifications. Regarding (b) and (c) above, under the ABCA, there is no right of dissent in respect of an amalgamation between a corporation and its wholly-owned subsidiary, or between wholly-owned subsidiaries of the same corporation. The ABCA also contains a dissent remedy where a corporation resolves to amend its Articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of a class.

Oppression Remedies

Under the BCBCA, a shareholder of a company has the right to apply to the court on the ground that:

(a) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant; or
(b) that some act of the company has been done or threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant.

On such an application, the court may make any interim or final order it considers appropriate including an order to prohibit any act proposed by the company.

The ABCA contains rights that are substantially broader in that they are available to a larger class of complainants. Under the ABCA, a shareholder, former shareholder, director, former director, officer, or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of the court, is a proper person to seek an oppression remedy, may apply to the court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or the powers of the directors of the corporation or its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director, or officer.

Shareholder Derivative Actions

Under the BCBCA, a shareholder or director of a corporation may, with leave of the court, bring an action in the name and on behalf of the corporation to enforce a right, duty or obligation owed to the corporation that could be enforced by the corporation itself or to obtain damages for any breach of such a right, duty or obligation.

A broader right to bring a derivative action is contained in the ABCA, and this right also extends to officers, former shareholders, former directors, and former officers of a corporation or its affiliates, and any person, who, in the discretion of the court, is a proper person to make an application to the court to bring a derivative action. In addition, the ABCA permits derivative actions to be commenced, with leave of the court, in the name and on behalf of a corporation or any of its subsidiaries.

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Requisite Approvals

Under the BCBCA, a company can establish in its Articles the levels for various shareholder approvals, other than those levels that are prescribed by the BCBCA. The percentage of votes required for a special resolution can be specified in the Articles and may be no less than two-thirds and no more than three-quarters of the votes cast.

The ABCA does not provide flexibility with respect to the level of shareholder approval required for ordinary resolutions and special resolutions. Under the ABCA, an ordinary resolution must be passed by no less than a majority of the votes cast by shareholders entitled to vote with respect to the resolution and a special resolution must be passed by not less than two-thirds of the votes cast by the shareholders entitled to vote with respect to the resolution.

Shareholders' Proposals

A shareholder of a corporation incorporated under the ABCA who is entitled to vote may submit notice of a shareholder proposal. To be eligible to make a proposal, a person must:

(a) be a registered holder or beneficial owner of a prescribed number of shares for a prescribed period. Under the regulations currently in effect, the prescribed number of shares is the number of voting shares (i) that is equal to at least 1% of all issued voting shares of the corporation as of the day on which the registered holder or beneficial owner of the shares submits a proposal, or (ii) whose fair market value as determined on the close of business on the day before the registered holder or beneficial owner of the shares submits the proposal is at least $2,000. Under the regulations currently in effect, the prescribed period is the 6 month period immediately before the day on which the registered holder or beneficial owner of the shares submits the proposal;
(b) have a prescribed level of support of other registered holders or beneficial owners of shares. Under the regulations currently in effect, the prescribed level of support for the proposal by other registered holders or beneficial owners of shares is at least 5% of the issued voting shares of the corporation;
(c) provide to the corporation his or her name and address and the names and addresses of those registered holders or beneficial owners of shares who support the proposal; and
(d) continue to hold or own the prescribed number of shares up to and including the day of the meeting at which the proposal is to be made.

In comparison, a person submitting a proposal under the BCBCA must have been a registered owner or beneficial owner of one or more shares carrying the right to vote at general meetings and must have owned such shares for an uninterrupted period of at least two years before the date of signing the proposal. Similar to the requirements of the ABCA, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of: (a) at least 1% of the issued shares of the corporation that carry the right to vote at general meetings; or (b) shares with a fair market value exceeding an amount prescribed by regulation, which is $2,000.

Requisition of Meetings

The BCBCA provides that one or more shareholders of a company holding not less than 5% of the issued voting shares of the company may give notice to the directors requiring them to call and hold a general meeting within four months. The ABCA permits holders of not less than 5% of the issued shares that carry the right to vote at a meeting to require the directors to call and hold a meeting of shareholders of a company for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

Place of Meetings

The BCBCA provides that meetings of shareholders may be held at the place outside of British Columbia provided by the Articles, or as approved in writing by the British Columbia Registrar of Companies before such meeting is held, or approved by an ordinary resolution (provided that such a location outside of British Columbia is not restricted as a location for meetings under the Articles).

The ABCA provides that meetings of shareholders may be held at the place outside Canada provided by the Articles, or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

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Directors

Both the BCBCA and ABCA provide that a public company in the case of the BCBCA and a distributing corporation in the case of the ABCA must have a minimum of three directors.

While the BCBCA does not have any Canadian or provincial residency requirements for directors, the ABCA requires that at least 25% of the directors of a corporation must be resident Canadians.

Under the ABCA, directors may be removed by ordinary resolution whereas under the BCBCA, directors may be removed by a special resolution or, if the Articles of a company otherwise provide that a director may be removed by a resolution of the shareholders entitled to vote at general meetings passed by less than a special majority or may be removed by some other method, by the resolution or method specified.

Status as a British Columbia Company

Currently, the Corporation's authorized capital consists of an unlimited number of Shares without nominal or par value and an unlimited number of Preferred Shares without nominal or par value. The Preferred Shares may be issued from time to time in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions which the board of directors of the Corporation determines prior to the issue thereof. The Preferred Shares rank prior to the Shares with respect to the payment of dividends and distribution in the event of liquidation, dissolution or winding-up of the Corporation. If the Corporation's shareholders approve the Continuation, the Corporation will continue with an authorized capital consisting of an unlimited number of Shares and an unlimited number of Preferred Shares.

As an ABCA corporation, the Corporation's charter documents consist of Articles of Incorporation and By-laws and any amendments thereto to date. On completion of the Continuation, the Corporation will cease to be governed by the ABCA and will thereafter be deemed to have been formed under the BCBCA. As part of the Continuation Resolution, the Corporation's Shareholders will be asked to approve the adoption of the Continuation Application/Notice of Articles and Articles, which comply with the requirements of the BCBCA, copies of which are available for review by the Corporation's Shareholders at the Corporation's registered and records office. A copy of the proposed Articles for the Corporation are attached hereto as Schedule "D".

Dissent Rights with respect to the Continuation

In accordance with s.191(1) of the ABCA, registered shareholders (as defined below) have the right to dissent to the Continuation and to require the Corporation to pay the dissenting shareholder a sum representing the fair value of the dissenting shareholder's shares. This summary of s.191(1) of the ABCA is expressly subject to the provisions of s.191(1) of the ABCA. The Corporation is not required to notify, and will not notify, shareholders of the time periods within which action must be taken in order for shareholders to perfect their dissent rights. It is recommended that shareholders wishing to avail themselves of their dissent rights seek legal advice, as failure to comply strictly with the provisions of s.191(1) of the ABCA may prejudice such rights. A "registered shareholder" is a shareholder whose Shares are registered in his or her name on the shareholder register maintained by the Corporation or by the registrar and transfer agent of the Corporation, Odyssey Trust Company of Canada. If a shareholder holds his or her Shares through an investment dealer, broker or market intermediary and wishes to invoke his or her dissent rights, then such shareholder should make arrangements to register the Shares directly in his or her name, or arrange for the registered shareholder to dissent on behalf of the beneficial shareholder. Any beneficial owner of Share who wishes to register Shares in his or her name is urged to consult with his or her legal or investment advisor, or the registrar and transfer agent of the Corporation at the following address:

Odyssey Trust Company of Canada, Suite 1230, 300 – 5[th] Avenue SW, Calgary, Alberta, T2P 3C4

In the event that the Continuation Resolution is adopted at the Meeting, any shareholder who dissents (a "dissenting shareholder") in respect of the Continuation in compliance with s.191(1) of the ABCA, shall be entitled to be paid by the Corporation, a sum representing the fair value of the dissenting shareholder's Shares. No right of dissent or appraisal is available to holders of Shares with respect to any other matter to be considered at the Meeting, other than the Continuation.

A dissenting shareholder must deliver to the Corporation prior to the date of the Meeting at its registered office (1150, 707 – 7[th] Avenue SW, Calgary, Alberta, T2P 3H6) or to the scrutineer of the Meeting prior to commencement of the Meeting, a written objection (a "dissent notice") to the Continuation Resolution. A vote against the Continuation does not constitute a dissent notice. The ABCA does not provide for partial dissent and, accordingly, a dissenting shareholder may only dissent with respect to all of the Shares held directly or on behalf of any one beneficial owner whose Shares are registered in his or her name.

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Under s.191(1) of the ABCA, after adoption of the Continuation Resolution, the Corporation or a dissenting shareholder who has sent a dissent notice, may make an application by way of an originating notice to the Court of Queen's Bench of Alberta (the "Court") to fix the fair value of the Shares held by a dissenting shareholder. The fair value is to be determined as of the close of business of the last business day before the date on which the Continuation Resolution was adopted. If an application is made to the Court, the Corporation shall, unless the Court otherwise orders, send to each dissenting shareholder at least ten (10) days before the date on which the application is returnable if the Corporation is the applicant, or within ten (10) days after the Corporation is served with a copy of the originating notice is a dissenting shareholder is the applicant, a written offer to pay an amount considered by the board of directors to be the fair value of the dissenting shareholder's Shares. Every such offer is to be made on the same terms to every dissenting shareholder and is to be accompanied by a statement indicating how the fair value of the Shares was determined by the board of directors of the Corporation.

Upon the occurrence of the earliest of: (i) the effective date of the Continuation Resolution; (ii) an agreement between a dissenting shareholder and the Corporation as to the payment to be made for the dissenting shareholder's Shares; or (iii) a pronouncement of the Court fixing the fair value of the dissenting shareholder's Shares, a dissenting shareholder ceases to have any rights as a shareholder, other than the right to be paid the fair value for his or her Shares in the amount agreed between the Corporation and the dissenting shareholder, or in the amount fixed by the Court, as the case may be. Until one of these events occurs, a dissenting shareholder may withdraw his or her dissent notice or the Corporation may rescind the Continuation Resolution and in either event, the dissent and appraisal proceedings in respect of such dissenting shareholder shall be discontinued. Section 191(20) of the ABCA provides that, notwithstanding the obligations of a corporation to pay a dissenting shareholder the fair value of the dissenting shareholder's Shares, a corporation shall not make a payment to a dissenting shareholder if there are reasonable grounds for believing that the corporation is, or would after such payment, be unable to pay its liabilities as they become due, or the realizable value of the corporation's assets would be reason of such payment, be less than the aggregate of its liabilities. The Board may elect not to proceed with the transactions contemplated in the Continuation Resolution is any notices of dissent are received.

Approval of the Continuation

At the Meeting, the Corporation intends to seek shareholder approval for the Continuation of the Corporation into the Province of British Columbia. If the Continuation is approved by the Shareholders of the Corporation, then the Corporation intends to implement the procedure outlined above, as determined by the Board in its sole discretion, in order to give effect to the Continuation.

The Continuation must be approved by special resolution in order to become effective. To pass, a special resolution requires a majority of not less than two-thirds of the votes cast by the Shareholders present at the Meeting in person or by proxy.

Shareholders will be asked at the Meeting to consider and, if thought fit, approve the Continuation Resolution transferring the Corporation's governing jurisdiction from the Province of Alberta to the Province of British Columbia, as follows:

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“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS, THAT:

1. The Corporation is hereby authorized, anytime within the 12 months following the shareholders meeting of the Corporation scheduled for September 1, 2021 (and any adjournment or postponement thereof), to apply to the Registrar of Corporations (the " ABCA Registrar ") under the Alberta Business Corporations Act (the " ABCA ") for authorization pursuant to Section 189 of the ABCA to discontinue from the ABCA and to apply to the British Columbia Registrar of Companies under the British Columbia Business Corporations Act (the " BCBCA ") for a Certificate of Continuation continuing the Corporation as if it had been incorporated under the BCBCA;

2. Any one or more of the directors or officers of the Corporation is hereby authorized to do, sign, and execute all such further things, deeds, documents or writings necessary or desirable in connection with the application by the Corporation for the authorization by the ABCA Registrar, or any other matter relating to Section 189 of the ABCA;

3. Subject to and conditional upon the authorization of the ABCA Registrar pursuant to Section 189 of the ABCA:

(a) any one or more directors or officers of the Corporation are hereby authorized and directed to make an application to the British Columbia Registrar of Companies for a Certificate of Continuation pursuant to Section 302 of the BCBCA and certify that the Corporation is in good standing and that the continuation will not adversely affect the shareholders' or creditors' rights; and

(b) upon continuation, the Corporation will have its Articles, the form of Articles attached to the Corporation's management information circular dated July 26, 2021, which is filed under the Corporation's profile on SEDAR at www.sedar.com, prepared in accordance with the BCBCA including any amendments as determined by counsel to the Corporation to be reasonably necessary, in substitution for the existing By-laws of the Corporation, which Articles are approved in all respects and any one director of the Corporation is authorized to sign the Articles as required by the BCBCA;

4. The Board is hereby authorized to abandon the application to continue without further authorization of the shareholders of the Corporation if, in its discretion, the Board deems such abandonment to be advisable; and

5. Any one director or officer of the Corporation is authorized and directed on behalf of the Corporation, to take all necessary steps and proceedings, including the execution of any documents required to be filed with the British Columbia Registrar of Companies and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things as may be necessary or desirable to give effect to this special resolution.”

The Board recommends that the Shareholders vote in favour of the Continuation Resolution.

Unless the Shareholder has specifically instructed in the enclosed form of proxy that the Shares represented by such proxy are to be voted against the Continuation Resolution, the persons names in the enclosed form of proxy will vote FOR the Continuation Resolution.

In order to be effected, the Continuation Resolution must be approved by two-thirds (2/3) of the votes cast at the Meeting in person or by proxy.

BOARD APPROVAL

The contents of this Information Circular have been approved, in substance, and its mailing has been authorized, by the Board pursuant to resolutions passed as of July 26, 2021 .

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ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on SEDAR at www.sedar.com. Shareholders may contact the Corporation to request copies of the Corporation’s financial statements and management discussion and analysis at its main telephone number at (780) 701-3215 or as follows:

DURO METALS INC.

Attention: Mr. Sean Mager, President 10545 – 45 Avenue NW 250 Southridge, Suite 300 Edmonton, Alberta T6H 4M9

Financial information is provided in the Corporation’s comparative financial statements and management discussion and analysis for the financial year ended April 30, 2020 and the period from incorporation on July 18, 2018 to April 30, 2019, which were filed on SEDAR on August 28, 2020.

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SCHEDULE “A” – AUDIT COMMITTEE CHARTER

DURO METALS INC.

(the “Company”)

1.0	Purpose of the Committee
1.1	The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company’s
	financial statements and other relevant public disclosures, the Company’s compliance with legal and regulatory
	requirements relating to financial reporting, the external auditors’ qualifications and independence and the
	performance of the internal audit function and the external auditors.
2.0	Members of the Audit Committee
2.1	At least one Member must be “financially literate” as defined under NI 52-110, having sufficient accounting or
	related financial management expertise to read and understand a set of financial statements, including the related
	notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the
	breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial
	statements.
2.2	The Audit Committee shall consist of no less than three Directors.
2.3	At least one Member of the Audit Committee shall be “independent” as defined under NI 52-110, while the
	Company is in the developmental stage of its business.
3.0	Relationship with External Auditors
3.1	The external auditors are the independent representatives of the shareholders, but the external auditors are also
	accountable to the Board of Directors and the Audit Committee.
3.2	The external auditors must be able to complete their audit procedures and reviews with professional independence,
	free from any undue interference from the management or directors.
3.3	The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in
	the course of carrying out their professional duties.
3.4	The Audit Committee will have direct communications access at all times with the external auditors.
4.0	Non-Audit Services
4.1	The external auditors are prohibited from providing any non-audit services to the Company, without the express
	written consent of the Audit Committee. In determining whether the external auditors will be granted permission
	to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company
	from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the
	external auditors in carrying out their auditing mandate.
4.2	Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following
	services, while they are appointed the external auditors of the Company:

(i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

	(i)	acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and
	(ii)	performing any non-audit consulting work for any director or senior officer of the Company in their
		personal capacity, but not as a director, officer or insider of any other entity not associated or related to
		the Company.
5.0	Appointment of Auditors

5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.
5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.
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6.0	Evaluation of Auditors
6.1	The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify
	the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors,
	or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any
	other accounting or auditing issues which come to the attention of the Audit Committee.
7.0	Remuneration of the Auditors
7.1	The remuneration of the external auditors will be determined by the Board of Directors, upon the annual
	authorization of the shareholders at each general meeting of the shareholders.
7.2	The remuneration of the external auditors will be determined based on the time required to complete the audit and
	preparation of the audited financial statements, and the difficulty of the audit and performance of the standard
	auditing procedures under generally accepted auditing standards and generally accepted accounting principles of
	Canada.
8.0	Termination of the Auditors
8.1	The Audit Committee has the power to terminate the services of the external auditors, with or without the approval
	of the Board of Directors, acting reasonably.
9.0	Funding of Auditing and Consulting Services
9.1	Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services
	for the Company, which could impair or interfere with their role as the independent auditors of the Company.
10.0	Role and Responsibilities of the Internal Auditor
10.1	At this time, due to the Company’s size and limited financial resources, the Chief Financial Officer of the Company
	shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure
	that such controls are adequate.
11.0	Oversight of Internal Controls
11.1	The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented
	and monitored, and that such internal controls are effective.
12.0	Continuous Disclosure Requirements
12.1	At this time, due to the Company’s size and limited financial resources, the Chief Financial Officer of the Company
	is responsible for ensuring that the Company’s continuous reporting requirements are met and in compliance with
	applicable regulatory requirements.
13.0	Other Auditing Matters
13.1	The Audit Committee may meet with the external auditors independently of the management of the Company at
	any time, acting reasonably.
13.2	The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and
	timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the
	Company.
14.0	Annual Review
14.1	The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to
	assess the adequacy of this Charter.
15.0	Independent Advisers
15.1	The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.

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SCHEDULE “B” – DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Unless otherwise stated herein, all capitalized terms herein shall have the meaning set forth in the Glossary of Terms.

The Corporation strives to uphold high standards of corporate governance which meet, or exceed, the applicable rules adopted by the Canadian Securities Administrators.

Director Independence

The determination of independence of a Director is made by the Board. A Director is independent if it is determined that the Director has no material relationship with the Corporation or any affiliates or the external auditors of the Corporation, either directly or indirectly, or as a partner, shareholder or officer of an entity that has a relationship with the Corporation.

The following Board members are independent Directors as of the Record Date.

Jeremy Yaseniuk - Mike Dufresne - Jim Greig

Out of the current Board of six (6) Directors, 50% of the Directors are independent.

Each committee member is expected to attend committee meetings. There is no official attendance policy.

Directorships

The following table shows the names of other public corporations in which Directors currently hold the position of director:

Name of Director	Name of Reporting Issuer	Name of Exchange or Market	Position	Term
Sean Mager	Emperor Metals Inc.	CSE	Director and Chief FinancialOfficer	Nov 2020 - Present
	Cortus Metals Inc.	TSXV	Director, President, Corporate Secretary and Chief Executive Officer	June 2018 - Present
	Benchmark Metals Inc.	TSXV	Director and Chief FinancialOfficer	Feb 2013 - Present Mar 2018- Present
	Altiplano Metals Inc.	TSXV	Director	Oct 2010 - Present
John Williamson	Altiplano Metals Inc.	TSXV	Chairman and Director	Mar 2010 - Present
	Benchmark Metals Inc.	TSXV	Chief Executive Officer andDirector	Mar 2018 - Present
	Emperor MetalsInc	CSE	Director	Nov2020- Present
	ScottieResources Corp.	TSXV	Director	Feb2018- Present
	Founders Metals Inc	TSXV	Chief Executive Officer andDirector	Feb 2021- Present
	Cortus Metals Inc.	TSXV	Director	Nov 2019 - Present
Justin Bourassa	AltiplanoMetalsInc.	TSXV	Chief FinancialOfficer	Apr 2013- Present
	Thesis GoldInc.	TSXV	Chief FinancialOfficer	Sep2020- Present
	Peruvian MetalsInc.	TSXV	Chief FinancialOfficer	Jul 2018- Present
	FoundersMetalsInc.	TSXV	Chief FinancialOfficer	Mar 2021 - Present
	CaminoMinerals Corporation	TSXV	Chief FinancialOfficer	Sep2018- Present
Jeremy Yaseniuk	Copaur MineralsInc	TSXV	Director	Apr 2021 - Present
	Altiplano Minerals Ltd.	TSXV	Director	June 2017 - Present
Mike Dufresne	Aston BayHoldingsLtd.	TSXV	Director	Dec2015- Present
	Benchmark MetalsInc.	TSXV	Director	Sep2016- Present
Jim Greig	Benchmark MetalsInc.	TSXV	President andDirector	Jan 2013- Present
	Cluny CapitalCorp.	NEX	Director	May2018- Present
	CaminoMinerals Corporation	CSE	Director	Apr 2019- Present
	GFG Resources Inc.	TSXV	Chief Financial Officer	Apr 2019-Present

Notes:

(1) “TSXV” means the TSX Venture Exchange.

(2) “NEX” means the NEX board of the TSXV.

(3) “OTCBB” means the OTC Bulletin Board.
(4) “CSE” means the Canadian Securities Exchange.
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Board Mandate

The Board has adopted the following written mandate:

The Board has responsibility for the overall stewardship for the Corporation, establishing the overall policies and standards for the Corporation in the operation of its business, and reviewing and approving the strategic plans. In addition, the Board monitors and assesses overall performance and progress in meeting the Corporation’s goals. Day to day management is the responsibility of the President and Chief Executive Officer and senior management. To this end, the Board has adopted the following guidelines that identify the personal and professional conduct expected of the Directors and its corporate governance responsibilities.

At least two members of the board will be independent.
All Directors will act in the best interest of the Corporation and will put the interests of the Corporation ahead of any single stakeholder, shareholder or group.
The Board will supervise management, not manage the business day-to-day.
The Board has the responsibility for approving the appointment of the Chief Executive Officer and any other officers of the Corporation, and approving the compensation (which is not applicable whilst the Corporation is a CPC) of the Chief Executive Officer and management of the Corporation.
The Board will be responsible for reviewing, discussing and debating the Corporation’s direction, choice of business opportunities and the management of the risk which these opportunities entail.
The Board will ensure that there are objectives for management and with its committees will regularly review performance against these objectives.
The Board will ensure there are plans for the orderly succession of management and that these plans are kept up to date.
The Board will ensure that the Corporation communicates openly and effectively with its shareholders, other stakeholders and the public.
The Board will approve operating and capital budgets and ensure that the Corporation has effective control and information systems to enable it to monitor progress and discharge all of its responsibilities.

Orientation and Continuing Education

New Directors will be given an orientation program which includes an information package, initial and subsequent meetings with management.

Nomination of Directors

The current members of the Board are Sean Mager, John Williamson, Justin Bourassa, Jeremy Yaseniuk, Mike Dufresne and Jim Greig , three of whom are considered to be independent Directors.

Pursuant to its mandate, the Board takes responsibility for establishing and reviewing the Corporation’s system of corporate governance and its response to and compliance with any applicable regulatory guidelines. It is also responsible for preparing disclosure concerning corporate governance, and for developing and monitoring the Corporation’s general approach to corporate governance issues as they arise. Further, it assumes responsibility for assessing current members and nominating new members to the Board and ensuring that all Board members are informed of and are aware of their duties and responsibilities as Directors.

The Board expects new Directors to abide by the same standards and time commitments described above for all other Directors.

The Board does not keep a formal list of potential Directors. If the Directors decided that they needed a new Director they would develop such a list. The core competencies of any new Director would be determined by the Board on a case by case basis depending on which existing Board member was to be replaced or what perceived area of expertise needed to be addressed.

Board Assessments

Included in the mandate of the Board is the responsibility to assess the independence and effectiveness of the Board as a whole, the committees of the Board and individual directors.

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SCHEDULE “C” – DIRECTORS', MANAGEMENT, EMPLOYEES' AND CONSULTANTS' STOCK OPTION PLAN

DURO METALS INC.

(the " Company ")

PURPOSE

The purpose of this Stock Option Incentive Plan is to provide an incentive to Eligible Persons to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company.

2. DEFINITIONS

In this Plan, the following words have the following meanings:

(a) “Board” means the Board of Directors of the Company;
(b) “Common Shares” means the Common Shares of the Company;
(c) “Company” means DURO METALS INC. ;
(d) “Consultant” has the meaning set out in the policies of the TSX Venture Exchange;
(e) “Effective Date” means the day following the date upon which the Plan has been approved by the last to approve of the shareholders of the Company, the Board, the Exchange and any other regulatory authority having jurisdiction over the Company’s securities;
(f) “Eligible Person” means any director, officer or technical consultant (where permitted by securities laws) and their permitted assigns (as those terms are defined by the policies of the TSX Venture Exchange and National Instrument 45-106 as amended from time to time) of the Company or any affiliate of the Company;
(g) “Exchange” means the TSX Venture Exchange and any other stock exchange or stock quotation system on which the Common Shares trade;
(h) “Fair Market Value” means, as of any date, the value of the Common Shares, determined as follows:
(i) if the Common Shares are listed on the TSX Venture Exchange, the Fair Market Value shall be the last closing sales price for such shares as quoted on such Exchange for the market trading day immediately prior to the date of grant of the Option, less any discount permitted by the TSX Venture Exchange;
(ii) if the Common Shares are listed on an Exchange other than the TSX Venture Exchange, the fair market value shall be the closing sales price of such shares (or the closing bid, if no sales were reported) as quoted on such Exchange for the market trading day immediately prior to the time of determination less any discount permitted by such Exchange; and
(iii) if the Common Shares are not listed on an Exchange, the Fair Market Value shall be determined in good faith by the Board;
(i) “Investor Relations Activities” has the meaning set out in the policies of the TSX Venture Exchange;
(j) “Option” means the option granted to an Optionee under this Plan and the Option Agreement;
(k) “Option Agreement” means such option agreement or agreements as is approved from time to time by the Board and as is not inconsistent with the terms of this Plan;
(l) “Option Date” means the date of grant of an Option to an Optionee;
(m) “Option Price” is the price at which the Optionee is entitled pursuant to the Plan and the Option Agreement to acquire Option Shares;
(n) “Option Shares” means, subject to the provisions of Article 8 of this Plan, the Common Shares which the Optionee is entitled to acquire pursuant to this Plan and the applicable Option Agreement;
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(o) “Optionee” means a person to whom an Option has been granted;
(p) “Plan” means this Stock Option Incentive Plan; and
(q) “Vested” means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

3. ADMINISTRATION

The Plan shall be administered by the Board, and subject to the rules of the Exchange from time to time and except as provided for herein, the Board shall have full authority to:

(a) determine and designate from time to time those Eligible Persons to whom Options are to be granted and the number of Option Shares to be optioned to each such Eligible Person;
(b) determine the time or times when, and the manner in which, each Option shall be exercisable and the duration of the exercise period;
(c) determine from time to time the Option Price, provided such determination is not inconsistent with this Plan; and
(d) interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management.

4. OPTIONEES

Optionees must be Eligible Persons who, by the nature of their jobs or their participation in the affairs of the Company, in the opinion of the Board, are in a position to contribute to the success of the Company.

5. EFFECTIVENESS AND TERMINATION OF PLAN

The Plan shall be effective as of the Effective Date and shall terminate on the earlier of:

(a) the date which is ten years from the Effective Date; and
(b) such earlier date as the Board may determine.

Any Option outstanding under the Plan at the time of termination of the Plan shall remain in effect in accordance with the terms and conditions of the Plan and the Option Agreement.

6. THE OPTION SHARES

The aggregate number of Option Shares reserved for issuance under the Plan and Common Shares reserved for issuance under any other share compensation arrangement granted or made available by the Company from time to time may not exceed in aggregate 10% of the Company’s Common Shares issued and outstanding upon completion of the Company’s initial public offering.

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7. GRANTS, TERMS AND CONDITIONS OF OPTIONS

Options may be granted by the Board at any time and from time to time prior to the termination of the Plan. Options granted pursuant to the Plan shall be contained in an Option Agreement and, except as hereinafter provided, shall be subject to the following terms and conditions:

(a) Option Price

The Option Price shall be determined by the Board, provided that such price shall not be lower than the Fair Market Value of the Option Shares on the date of grant of the Option.

(b) Duration and Exercise of Options

Except as otherwise provided elsewhere in this Plan, the Options shall be exercisable for a period, or in percentage installments over a period, to be determined in each instance by the Board, not exceeding ten years from the Option Date, provided that so long as the Company is classified as a “Tier 2” issuer by the TSX Venture Exchange, the Options shall be exercisable for a period not exceeding five years from the Option Date. The Options must be exercised in accordance with this Plan and the Option Agreement. Except as contemplated in (c) below, no Option may be exercised by an Optionee who was an Eligible Person at the time of grant of such Option unless the Optionee shall have been an Eligible Person continuously since the Option Date. Absence on leave, with the approval of the Company, shall not be considered an interruption of employment for the purpose of the Plan.

(c) Termination

All rights to exercise Options shall terminate upon the earliest of:

(i) the expiration date of the Option;
(ii) the 90[th] day after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause (provided that if the Company is a Capital Pool Company, as defined in the policies of the TSX Venture Exchange and the Optionee does not carry on as a director, officer, senior employee or consultant of the Company upon completion of the Company’s Qualifying Transaction (as defined in the policies of the TSX Venture Exchange), the Options shall be exercisable until the greater of 12 months after the completion of such Qualifying Transaction and the 90[th] day after the Optionee ceases to be an Eligible Person for any reason other than death, disability or cause);
(iii) the 30[th] day after the Optionee who is engaged in Investor Relations Activities for the Company ceases to be employed to provide Investor Relations Activities;
(iv) the date on which the Optionee ceases to be an Eligible Person by reason or termination of the Optionee as an employee or consultant of the Company for cause (which, in the case of a consultant, includes any breach of an agreement between the Company and the consultant);
(v) the first anniversary of the date on which the Optionee ceases to be an Eligible Person by reason of termination of the Optionee as an employee or consultant on account of disability; or

(vi) the first anniversary of the date of death of the Optionee.

(d) Re-issuance of Options

Options which are cancelled or expire prior to exercise may be re-issued under the Plan.

(e) Transferability of Option

Options are non-transferable and non-assignable.

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(f) Vesting of Option Shares

The Directors may determine and impose terms upon which each Option shall become Vested in respect of Option Shares, with the exception that vesting provisions on Investor Relations Option Shares shall not be accelerated without prior Exchange acceptance.

(g) Other Terms and Conditions

The Option Agreement may contain such other provisions as the Board deems appropriate, provided such provisions are not inconsistent with the Plan and the requirements of the TSX Venture Exchange.

In addition, for as long as the Common Shares of the Company are listed on the TSX Venture Exchange, the Company shall comply with the following requirements:

(i) so long as the Company is classified as either a “Tier 1” or “Tier 2” issuer by the TSX Venture Exchange, Options to acquire more than 5% of the issued and outstanding Common Shares of the Company may not be granted to any one individual in any 12 month period;
(ii) Options to acquire more than 2% of the issued and outstanding Common Shares of the Company may not be granted to any one consultant in any 12 month period;
(iii) Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to persons employed to provide Investor Relations Activities in any 12 month period;
(iv) Options issued to Consultants performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period;
(v) the approval of the disinterested shareholders of the Company shall be obtained for any amendment to or reduction in the exercise price of the Option if the Optionee is an insider of the Company at the time of the amendment. For the purposes of this subsection, the term “insider” has the meaning assigned in the securities legislation applicable to the Company;
(vi) for Options granted to the employees, consultants or management company employees of the Company, the Company will represent that the Optionee is a bona fide employee, consultant or management company employee of the Company, as the case may be; and
(vii) any Option Shares acquired pursuant the exercise of options prior to the completion of the Company’s Qualifying Transaction, as defined in the policies of the Exchange, must be deposited in escrow in accordance with the policies of the Exchange.
ADJUSTMENT OF AND CHANGES IN THE OPTION SHARES

(a) If the Common Shares are at any time to be listed or quoted on any stock exchange or stock quotation system other than the TSX Venture Exchange, to the extent that there are any Options which are outstanding and unexercised at the time of such application for listing, the Option Price, the aggregate number of Option Shares, the exercise period, and any other relevant terms of such Options, and the Option Agreements in relation thereto, shall be amended in accordance with the requirements of any applicable securities regulation or law or any applicable governmental or regulatory body (including the Exchange). Subject to the requirements of the Exchange, any such amendment shall be effective upon receipt of Board approval of it, and the approval of any of the shareholders of the Company or any of the Optionees is not required to give effect to such amendment.

(b) If the Common Shares, as presently constituted, are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another Company (whether by reason of merger, consolidation, amalgamation, recapitalization, reclassification, split, reverse split, combination of shares, or otherwise) or if the number of such Common Shares are increased through the payment of a stock dividend, then there shall be substituted for or added to each Option Share subject to or which may become subject to an Option under this Plan, the number and kind of shares or other securities into which each outstanding Option Share is so changed, or for which each such Option Share is exchanged, or to which each such Option Share is entitled, as the case may be. Outstanding Options under the Option Agreements shall also be appropriately amended as to price and other terms as may be necessary to reflect the foregoing events. In the event that there is any other change in the number or kind of the outstanding Common Shares or of any shares

37 -

or other securities into which such Option Shares are changed, or for which they have been exchanged, then, if the Board shall, in its sole discretion, determine that such change equitably requires an adjustment in any Option theretofore granted or which may be granted under the Plan, such adjustment shall be made in accordance with such determination.

(c) Fractional shares resulting from any adjustment in Options pursuant to this Section 8 will be cancelled. Notice of any adjustment shall be given by the Company to each holder of an Option which has been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

9. PAYMENT

Subject as hereinafter provided, the full purchase price for each of the Option Shares shall be paid by certified cheque in favour of the Company upon exercise thereof. An Optionee shall have none of the rights of a shareholder in respect of the Option Shares until the shares are issued to such Optionee.

10. SECURITIES LAW REQUIREMENTS

No Option shall be exercisable in whole or in part, nor shall the Company be obligated to issue any Option Shares pursuant to the exercise of any such Option, if such exercise and issuance would, in the opinion of counsel for the Company, constitute a breach of any applicable laws from time to time, or the rules from time to time of the Exchange. Each Option shall be subject to the further requirement that if at any time the Board determines that the listing or qualification of the Option Shares under any securities legislation or other applicable law, or the consent or approval of any governmental or other regulatory body (including the Exchange), is necessary as a condition of, or in connection with, the issue of the Option Shares hereunder, such Option may not be exercised in whole or in part unless such listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.

11. AMENDMENT OF THE PLAN

(a) The Board may amend, suspend or terminate the Plan or any portion thereof at any time, but an amendment may not be made without shareholder approval if such approval is necessary to comply with any applicable regulatory requirement.
(b) The Board shall have the power, in the event of:
(i) any disposition of substantially all of the assets of the Company, dissolution or any merger, amalgamation or consolidation of the Company, with or into any other Company, or the merger, amalgamation or consolidation of any other Company with or into the Company; or
(ii) any acquisition pursuant to a public tender offer of a majority of the then issued and outstanding Common Shares;

but subject to compliance with the rules of the Exchange, to amend any outstanding Options to permit the exercise of all such Options prior to the effectiveness of any such transaction, and to terminate such Options as of such effectiveness in the case of transactions referred to in subsection (i) above, and as of the effectiveness of such tender offer or such later date as the Board may determine in the case of any transaction described in subsection (ii) above. If the Board exercises such power, all Options then outstanding and subject to such requirements shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Board prior to the effectiveness of such transaction, and such Options shall also be deemed to have terminated as provided above.

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12. Power to Terminate or Amend Plan

Subject to the approval of any stock exchange on which the Company’s securities are listed, the Board may terminate, suspend or amend the terms of the Plan; provided, that the Board may not do any of the following without obtaining, within 12 months either before or after the Board’s adoption of a resolution authorizing such action, shareholder approval, and, where required, disinterested shareholder approval, or by the written consent of the holders of a majority of the securities of the Company entitled to vote:

(a) increase the aggregate number of Common Shares which may be issued under the Plan;
(b) materially modify the requirements as to the eligibility for participation in the Plan which would have the potential of broadening or increasing Insider participation;
(c) add any form of financial assistance or any amendment to a financial assistance provision which is more favourable to participants under the Plan;
(d) add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Plan reserve; and
(e) materially increase the benefits accruing to participants under the Plan.

However, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:

(a) amendments of a housekeeping nature to the Plan;
(b) a change to the vesting provisions of a security or the Plan; and
(c) a change to the termination provisions of a security or the Plan which does not entail an extension beyond the original expiry date.

13. SHAREHOLDER APPROVAL

This Plan is subject to the approval of the shareholders of the Company if required pursuant to the policies of the Exchange. Any Options granted prior to such approval, if required, are conditional upon such approval being given, and no such Options may be exercised unless and until such approval, as required, is given.

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DURO METALS INC.

OPTION PLAN

OPTION AGREEMENT

This Option Agreement is entered into between DURO METALS INC. (the “Corporation”) and the Optionholder named below pursuant to the Corporation’s Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

==> picture [472 x 114] intentionally omitted <==

----- Start of picture text -----

1. On ______ (the “Grant Date”);
2. ______ (the “Optionholder”);
3. Was granted a non-assignable option to purchase __ Common Shares (the “Optioned
Shares”) of the Corporation;
4. At a price (the “Exercise Price”) of $_ per Optioned Share; and
5. For a term expiring at 5:00 p.m., Calgary time, on ________ (the “Expiry Date”).
----- End of picture text -----

All on the terms and subject to the conditions set out in the Plan. By signing this agreement, the Optionholder acknowledges that he or she has read and understands the Plan.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ______.

Without prior written approval of the TSX Venture Exchange and in compliance with all applicable securities legislation, the Option Shares represented by this Option Agreement may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until ___.

IN WITNESS WHEREOF the Corporation and the Optionholder have executed this Option Agreement as of ___, 20.

==> picture [184 x 160] intentionally omitted <==

----- Start of picture text -----

DURO METALS INC.
By:_____
By: ____
_____
Name of Optionholder
_________
Signature of Optionholder
----- End of picture text -----

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DURO METALS INC. OPTION PLAN

NOTICE OF EXERCISE

DURO METALS INC.

10545 – 45 Avenue NW 250 Southridge, Suite 300 Edmonton, Alberta T6H 4M9

Attention: Corporate Secretary

Reference is made to the Option Agreement made as of_, 20, between Duro Metals Inc. (the “Corporation”) and the Optionholder named below. The Optionholder hereby exercises the Option to purchase Common Shares (the “Optioned Shares”) of the Corporation as follows:

Number of Optioned Shares for which Option being exercised

==> picture [435 x 302] intentionally omitted <==

----- Start of picture text -----

___
exercised
Exercise Price per Optioned Share: $__
Total Exercise Price (in the form of a cheque (which $__
need not be a certified cheque) or bank draft
tendered with this Notice of Exercise):
Name of Optionholder as it is to appear on share ____
certificate:
Address of Optionholder as it is to appear on the _____
register of Common Shares of the Corporation and
to which a certificate representing the Common
Shares being purchased is to be delivered:
Dated___, 20.
_________
Name of Optionholder
______
Signature of Optionholder
----- End of picture text -----

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SCHEDULE “D” – ARTICLES

DURO METALS INC.

(the " Company ")

The Company has as its articles the following articles.

ARTICLES

1. Interpretation ..................................................................................................................................................................... 43 2. Shares and Share Certificates ........................................................................................................................................... 43 3. Issue of Shares .................................................................................................................................................................... 44 4. Share Registers .................................................................................................................................................................. 45 5. Share Transfers.................................................................................................................................................................. 45 6. Transmission of Shares ..................................................................................................................................................... 46 7. Purchase of Shares............................................................................................................................................................. 46 8. Borrowing Powers ............................................................................................................................................................. 47 9. Alterations .......................................................................................................................................................................... 47 10. Meetings of Shareholders .................................................................................................................................................. 48 11. Proceedings at Meetings of Shareholders ........................................................................................................................ 51 12. Votes of Shareholders ........................................................................................................................................................ 54 13. Directors ............................................................................................................................................................................. 57 14. Election and Removal of Directors................................................................................................................................... 58 15. Alternate Directors ............................................................................................................................................................ 60 16. Powers and Duties of Directors ........................................................................................................................................ 61 17. Disclosure of Interest of Directors .................................................................................................................................... 61 18. Proceedings of Directors ................................................................................................................................................... 62 19. Executive and Other Committees ..................................................................................................................................... 64 20. Officers ............................................................................................................................................................................... 65 21. Indemnification .................................................................................................................................................................. 66 22. Dividends ............................................................................................................................................................................ 67 23. Documents, Records and Reports .................................................................................................................................... 68 24. Notices ................................................................................................................................................................................. 68 25. General Signing Authority and Seal ................................................................................................................................ 69 26. Prohibitions ........................................................................................................................................................................ 70

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1. Interpretation

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) “ board of directors ”, “ directors ” and “ board ” mean the directors or sole director of the Company for the time being;
(2) “ Business Corporations Act ” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(3) “ legal personal representative ” means the personal or other legal representative of a shareholder;
(4) "public company " has the meaning ascribed to it in the Business Corporations Act ;
(5) “ registered address ” of a shareholder means the shareholder’s address as recorded in the central securities register; and
(6) “ seal ” means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act , the Business Corporations Act will prevail.

2. Shares and Share Certificates

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

2.3 Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

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2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
(2) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act , determined by the directors.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. Issue of Shares

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may, at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

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3.4 Conditions of Issue

Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:
(a) past services performed for the Company;
(b) property;
(c) money; and
(2) the directors in their discretion have determined that the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act , the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. Share Registers

4.1 Central Securities Register

As required by and subject to the Business Corporations Act , the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. Share Transfers

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1) a duly signed instrument of transfer in respect of the share has been received by the Company;
(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
(3) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

For the purpose of this Article, delivery or surrender to the agent that maintains the Company’s central securities register or a branch securities register, if applicable, will constitute receipt by or surrender to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder

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Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

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

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

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. Transmission of Shares

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. Purchase of Shares

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series and the Business Corporations Act , the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

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7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or
(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;
(2) must not pay a dividend in respect of the share; and
(3) must not make any other distribution in respect of the share.

8. Borrowing Powers

8.1 Power to Borrow and Issue Debt Obligations

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

8.2 Features of Debt Obligations

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

9. Alterations

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act , the Company may:

(1) by directors’ resolution or by ordinary resolution, in each case determined by the directors:
(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
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(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d) if the Company is authorized to issue shares of a class of shares with par value:
- A. decrease the par value of those shares; or
- B. if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f) alter the identifying name of any of its shares; or
(2) by ordinary resolution otherwise alter its shares or authorized share structure.

9.2 Special Rights or Restrictions

Subject to the Business Corporations Act , the Company may:

(1) by directors’ resolution or by ordinary resolution, in each case as determined by the directors, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares, if none of those shares have been issued
(2) by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above, if any of the shares of the class or series of shares have been issued.

9.3 Change of Name

The Company may by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name.

9.4 Other Alterations

The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act , may:

(1) by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’ powers, control or authority; and
(2) if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

10. Meetings of Shareholders

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

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10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Place of Meetings of Shareholders

General meetings of shareholders may be held at a location outside of British Columbia to be determined and approved by a directors’ resolution.

10.5 Meetings by Telephone or Other Electronic Means

A meeting of the Company’s shareholders may be held entirely or in part by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if approved by directors’ resolution prior to the meeting and subject to the Business Corporations Act . Any person participating in a meeting by such means is deemed to be present at the meeting.

10.6 Notice for Meetings of Shareholders

Subject to Article 10.2, the Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

10.7 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.9 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.10 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1) state the general nature of the special business; and

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(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document:
(a) will be available for inspection by shareholders at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice during statutory business hours on any one or more specified days before the day set for the holding of the meeting; and
(b) may be available by request from the Company or may be accessible electronically or on a website, as determined by the directors.

10.11 Advance Notice for Nomination of Directors.

(1) If and for so long as the Company is a public company, subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors as set forth in the Company's notice of such special meeting, may be made (i) by or at the direction of the board of directors, including pursuant to a notice of meeting, (ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act , or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act or, (iii) by any shareholder of the Company (a “ Nominating Shareholder ”) who, at the close of business on the date of the giving of the notice provided for below in this Article 10.11 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting, and who complies with the notice procedures set forth in this Article 10.11.
(a) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof in proper written form to the secretary at the principal executive offices of the Company in accordance with this Article 10.11.
(b) To be timely, a Nominating Shareholder's notice must be received by the secretary of the Company (i) in the case of an annual meeting, not less than 30 days or more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made (the "Meeting Notice Date"), the Nominating Shareholder’s notice must be so received not later than the close of business on the 10th day following the Meeting Notice Date; and (ii) in the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which public announcement of the date of the special meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting or special meeting commence a new time period for the giving of a Nominating Shareholder's notice as described in this Article 10.11.
(c) To be in proper written form, a Nominating Shareholder's notice must set forth: (i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of the Company that are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws; and (ii) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee. The Nominating Shareholder's notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
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(d) No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Article 10.11; provided, however, that nothing in this Article 10.11 shall be deemed to preclude a shareholder from discussing (as distinct from nominating directors) at a meeting of shareholders any matter in respect of which the shareholder would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act . The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
(e) For purposes of this Article 10.11, (i) "public announcement" shall mean disclosure in a press release disseminated by a nationally recognized news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (ii) "Applicable Securities Laws" means the applicable securities legislation in each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.
(f) Notice given to the secretary of the Company pursuant to this Article 10.11 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address aforesaid) or sent by facsimile transmission (provided the receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been on the subsequent day that is a business day.
(g) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 10.11.

11. Proceedings at Meetings of Shareholders

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(2) at an annual general meeting, all business is special business except for the following:
(a) business relating to the conduct of or voting at the meeting;
(b) consideration of any financial statements of the Company presented to the meeting;
(c) consideration of any reports of the directors or auditor;
(d) the setting or changing of the number of directors;
(e) the election or appointment of directors;
(f) the appointment of an auditor;
(g) the setting of the remuneration of an auditor;
(h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
(i) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. - 51 -

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1) the quorum is one person who is, or who represents by proxy, that shareholder, and
(2) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the corporate secretary (if any), the assistant corporate secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or
(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.
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11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the corporate secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:
(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
(b) in the manner, at the time and at the place that the chair of the meeting directs;
(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(3) the demand for the poll may be withdrawn by the person who demanded it.
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11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 Demand for Poll

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

12. Votes of Shareholders

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(2) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.
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12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must:
(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;
(2) if a representative is appointed under this Article 12.5:
(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint up to two proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 Proxy Holder Need Not Be Shareholder

(1) A person who is not a shareholder may be appointed as a proxy holder.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(2) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.
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A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(2) by the chair of the meeting, before the vote is taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[Name of Company]

(the “ Company ”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name] , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): ___

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder – printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(1) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(2) provided, at the meeting, to the chair of the meeting.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

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13. Directors

13.1 Number of Directors

The directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act . The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's directors;
(2) if the Company is a public company, the greater of three and the most recently set of:
(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4;
(3) if the Company is not a public company, the most recently set of:
(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

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13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. Election and Removal of Directors

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act ;
(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act .
14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) the date on which his or her successor is elected or appointed; and
(4) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
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14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(1) the term of office of the director expires;

(2) the director dies;
(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

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14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. Alternate Directors

15.1 Appointment of Alternate Director

Any director (an “ appointor ”) may by notice in writing received by the Company appoint any person (an “ appointee ”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
(2) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
(3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
(4) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
(2) the alternate director dies;
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(3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
(4) the alternate director ceases to be qualified to act as a director; or
(5) his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. Powers and Duties of Directors

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17. Disclosure of Interest of Directors

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .

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17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. Proceedings of Directors

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any;
(2) in the absence of the chair of the board, the president, if any, if the president is a director; or
(3) any other director chosen by the directors if:
(a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(c) the chair of the board and the president, if a director, have advised the corporate secretary, if any, or any other director, that they will not be present at the meeting.
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18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the corporate secretary or an assistant corporate secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at a majority of directors then in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

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18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. Executive and Other Committees

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(1) the power to fill vacancies in the board of directors;
(2) the power to remove a director;
(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(4) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.
19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(2) delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:
(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) the power to appoint or remove officers appointed by the directors; and
(3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and
(2) report every act or thing done in exercise of those powers at such times as the directors may require.
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19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(2) terminate the appointment of, or change the membership of, the committee; and
(3) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) the committee may meet and adjourn as it thinks proper;
(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(3) a majority of the members of the committee constitutes a quorum of the committee; and
(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. Officers

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;
(2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

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21. Indemnification

21.1 Definitions

In this Article 21:

(1) “ eligible penalty ” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(2) “ eligible proceeding ” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “ eligible party ”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
(a) is or may be joined as a party; or
(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
“
(3) expenses ” has the meaning set out in the Business Corporations Act .

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act , the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act , the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;
(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

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22. Dividends

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act , the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may: (1) set the value for distribution of specific assets;

(2) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3) vest any such specific assets in trustees for the persons entitled to the dividend. 22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

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If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. Documents, Records and Reports

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act .

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.3 Remuneration of Auditor

The directors may set the remuneration of the auditor of the Company.

24. Notices

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:
(a) for a record mailed to a shareholder, the shareholder’s registered address;
(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
(c) in any other case, the mailing address of the intended recipient;
(2) delivery at the applicable address for that person as follows, addressed to the person:
(a) for a record delivered to a shareholder, the shareholder’s registered address;
(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
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(c) in any other case, the delivery address of the intended recipient;
(3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(5) physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 Certificate of Sending

A certificate signed by the corporate secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. General Signing Authority and Seal

25.1 General Signing Authority

Any:

(1) one or more directors; or
(2) one or more officers, as may be determined by the directors; or
(3) one or more persons, as may be determined by the directors;

are authorized for and on behalf of and in the name of the Company, to execute and deliver all such deeds, documents, instruments, agreements and writings and to perform all such other acts and things as such person or persons, in their sole discretion, may consider necessary or desirable for the purpose of giving effect to the obligations of the Company.

25.2 Who May Attest Seal

Except as provided in Articles 25.3 and 25.4, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of any one or more directors or officers or persons as may be determined by the directors.

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25.3 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.4 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the corporate secretary, treasurer, corporate secretary-treasurer, an assistant corporate secretary, an assistant treasurer or an assistant corporate secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. Prohibitions

26.1 Definitions

In this Article 26:

(1) “ designated security ” means:
(a) a voting security of the Company;
(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
(c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);
(2) “ security ” has the meaning assigned in the Securities Act (British Columbia);
(3) “ voting security ” means a security of the Company that:
(a) is not a debt security, and
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

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AI assistant

TORR METALS INC — Proxy Solicitation & Information Statement 2021

47819_rns_2021-08-11_46ead59d-1a88-4b92-af24-a4be8045806a.pdf

DURO METALS INC.

MANAGEMENT INFORMATION CIRCULAR and PROXY STATEMENT

DURO METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTE OF CAUTION Concerning COVID-19 Outbreak

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

TABLE OF CONTENTS

GLOSSARY OF TERMS

MANAGEMENT PROXY CIRCULAR

INTRODUCTION

GENERAL PROXY MATERIALS

Solicitation of Proxies

Appointment and Revocation of Proxies

Persons Making the Solicitation

The solicitation is made on behalf of management of the Corporation.

Exercise of Discretion by Proxy

Voting of Shares – Advice to Beneficial Holders of Securities

INFORMATION CONCERNING THE CORPORATION

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

VOTES NECESSARY TO PASS RESOLUTIONS

EXECUTIVE COMPENSATION AND REMUNERATION OF DIRECTORS

Executive Compensation, Discussion and Analysis

Objectives and Philosophy of the Compensation Program

Criteria for Compensation

Base Salary

Bonuses

Options

Benefits

Review of the Performance of the President and Chief Executive Officer

Summary Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Most Recently Completed Financial Year-End

Termination Benefits

Change of Control Benefits

Compensation of Directors

AUDIT COMMITTEE

Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Exemption

CORPORATE GOVERNANCE

General

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Fix the Number of Directors

2. Election of Directors

Corporate Cease Trade Orders

Bankruptcies

Penalties or Sanctions

3. Appointment of Auditor

4. Stock Option Plan

"BE IT RESOLVED that:

TO BE EFFECTIVE, THE RESOLUTION MUST BE PASSED BY AT LEAST A MAJORITY OF THE VOTES CAST AT THE MEETING. UNLESS OTHERWISE DIRECTED, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED IN FAVOUR OF THE APPROVAL OF THE OPTION PLAN.

5. Name Change

“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS, THAT:

6. Consolidation

Effect of the Consolidation

Implementation of the Consolidation

Shareholder Approval Being Sought

“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS, THAT:

The Board recommends the Shareholders vote FOR approving the Consolidation Resolution.

7. Continuation

The Continuation

Procedure for Continuation

Effect of Continuation

Comparison of ABCA and BCBCA

Charter Documents

TORR METALS INC Proxy Solicitation & Information Statement 2021