TRU Precious Metals Corp. — Proxy Solicitation & Information Statement 2021

Jul 7, 2021

TRU PRECIOUS METALS CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

JULY 29, 2021

AND

MANAGEMENT INFORMATION CIRCULAR

DATED JUNE 28, 2021

TRU PRECIOUS METALS CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 29, 2021

The annual and special meeting (the "Meeting") of the holders of common shares (the "Common Shares") of TRU Precious Metals Corp. (the "Corporation") will be held at the offices of Wildeboer Dellelce LLP, located at Wildeboer Dellelce Place, 365 Bay Street, Suite 800, Toronto, Ontario, on July 29, 2021, at 11:00 a.m. (Eastern Time) for the following purposes, as more particularly described in the management information circular provided along herewith (the "Circular"):

• 1. to receive and consider the Corporation's audited consolidated financial statements for the fiscal year ended December 31, 2020, together with the auditors' report thereon;
• 1. to fix the number of directors of the Corporation at five (5);
• 1. to elect the directors of the Corporation;
• 1. to re-appoint McGovern Hurley LLP as the auditors of the Corporation to hold office until the next general meeting of the shareholders of the Corporation and to authorize the directors of the Corporation to fix the auditor's remuneration;
• 1. to re-approve, by ordinary resolution, the Corporation's stock option plan, including the reservation for issuance thereunder of all unallocated options, rights and other entitlements, in accordance with the rules of the TSX Venture Exchange (the "TSXV"), in the form attached as Appendix "B" to the Circular;
• 1. to consider, and, if deemed advisable, to pass by ordinary resolution of disinterested shareholders, with or without variation, a resolution approving the Corporation's restricted share unit plan (the "RSU Plan"), in the form attached as Appendix "C" to the Circular;
• 1. to consider, and, if deemed advisable, to pass a special resolution authorizing and approving the continuance (the "Continuance") of the Corporation from the Province of Alberta into the Province of Ontario in accordance with the Business Corporations Act (Ontario), as more fully described in the Circular; and
• 1. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting, including the text of the special resolutions to be voted on at the Meeting, are set forth in the Circular, which accompanies and is incorporated into this notice.

The board of directors of the Corporation has fixed the close of business on June 22, 2021 as the record date, being the date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

Approval of the RSU Plan will require disinterested shareholder approval, being the approval of a majority of the votes cast by shareholders at the Meeting excluding Insiders and their Associates. An "Insider" includes all directors and senior officers of the Corporation and its subsidiaries and any person who beneficially owns or controls, directly or indirectly, more than 10% of the issued and outstanding Common Shares; and "Associates" includes an individual's spouse, children and any relative who lives in the same residence as such person.

Voting by Proxy

If you are a registered shareholder of the Corporation and are unable to attend the Meeting in person, please date and execute the accompanying form of proxy and return it to TSX Trust Company, registrar and transfer agent of the Corporation, (i) by mail using the enclosed return envelope or one addressed to TSX Trust Company at 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, or (ii) registered shareholders can also vote online (www.voteproxyonline.com) or by fax (416-595-9593), in each case not less than 48 hours prior to the Meeting or any adjournment thereof excluding Saturdays, Sundays and statutory holidays, being no later than 11:00 a.m. (Eastern Time) on July 27, 2021.

If you are not a registered shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

NOTE OF CAUTION Concerning COVID-19 Outbreak

At the date of this Notice and the accompanying management 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 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. Those 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 available at: https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including Public Health Ontario and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. 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 14 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.

Access to the Meeting will, subject to the Corporation's by-laws, be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. Shareholders attending in person must complete a health questionnaire the day before the Meeting using the following link: https://forms.office.com/Pages/ResponsePage.aspx?id=jXa95eCpPkadysbAR1- 5B5s6axkNRz5EkygA9xp6vG1UOUg2U1lQWFdDQk42MVFUOVE3SURSRDEyRC4u&wdLOR=c833 64D7D-9F30-4FFC-821E-AB9CB9EE15BB

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 14 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. We strongly recommend you check the Corporation's SEDAR profile 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.

DATED at Fredericton, New Brunswick, on June 28, 2021.

By order of the board of directors

"Joel Freudman"

Joel Freudman President and Chief Executive Officer

TRU PRECIOUS METALS CORP. (the "Corporation")

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the "Circular") is furnished in connection with the solicitation of proxies for use at the annual and special meeting (the "Meeting") of the shareholders of the Corporation ("Shareholders" or "shareholders") to be held at 11:00 a.m. (Eastern Time) on July 29, 2021, at the offices of Wildeboer Dellelce LLP, located at Wildeboer Dellelce Place, 365 Bay Street, Suite 800, Toronto, Ontario, and at any adjournment thereof. References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof.

Unless otherwise indicated, all information in this Circular is given as of June 22, 2021 (the "Record Date"), the record date fixed by the board of directors of the Corporation (the "Board") for the determination of shareholders entitled to receive notice of the Meeting and to vote thereat. All holders of common shares of the Corporation (the "Common Shares") at the close of business on the Record Date are entitled to attend and vote the Common Shares held by them, either in person or by proxy, at the Meeting or any adjournment thereof. However, a person appointed under a proxy will be entitled to vote the Common Shares represented by that proxy only if it is effectively delivered in the manner set out herein under the heading "Appointment of Proxy" and has not been revoked.

To the extent that a person has transferred any Common Shares after the Record Date, and the transferee of those Common Shares produces a properly endorsed share certificate or otherwise establishes ownership no later than ten days before the Meeting, such person shall be entitled to demand inclusion in the list of shareholders prepared by the Corporation before the Meeting and to vote thereat.

In this Circular, unless otherwise indicated, all dollar amounts "\$" are expressed in Canadian dollars.

PROXIES

Appointment of Proxy

The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. As a shareholder you have the right to appoint a person, who need not be a shareholder, to represent you at the Meeting. To exercise this right you should insert the name of the desired representative in the blank space provided on the applicable form of proxy, or submit another appropriate form of proxy.

All proxies must deposited with the Corporation's registrar and transfer agent, TSX Trust Company, (i) by mail using the enclosed return envelope or one addressed to TSX Trust Company at 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, or (ii) registered Shareholders can also vote online (www.voteproxyonline.com) or by fax (416-595-9593), in each case not less than 48 hours before the time for holding the Meeting or any adjournment thereof excluding Saturdays, Sundays and statutory holidays, being no later than 11:00 a.m. (Eastern Time) on July 27, 2021.

Advice to Beneficial Holders of Common Shares

Shareholders who do not hold their Common Shares in their own name are advised that only shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares or duly appointed proxyholders can be recognized and permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders because the Common Shares they own are not registered in their names but instead are registered in the name of a nominee, such as a brokerage firm through which they purchased the Common Shares, a bank, trust company, trustee or administrator of self-administered RRSP's, RRIF's, RESP's and similar plans, or a clearing agency such as The Canadian Depository for Securities Limited (each, a "Nominee"). If you purchased your Common Shares through a broker, you are likely a non-registered holder.

National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators ("NI 54-101") requires Nominees to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Common Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy (or voting instruction form) and mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order to ensure that your Common Shares are voted at the Meeting. The form of proxy supplied to a non-registered holder by its Nominee (or the agent of the Nominee) is substantially similar to the form of proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the Nominee or agent of the Nominee) how to vote on behalf of the non-registered holder.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation permits the Corporation to forward Meeting materials directly to "non-objecting beneficial owners" ("NOBOs"). The Corporation is distributing copies of the Meeting materials directly to NOBOs under NI 54-101. If the Corporation or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities of the Corporation have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding such securities on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Nominee holding such securities on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions.

Non-registered Shareholders who have objected to their Nominee disclosing the ownership information about themselves to the Corporation are referred to as "objecting beneficial owners" ("OBOs"). In accordance with the requirements of NI 54-101, the Corporation is distributing the Meeting materials indirectly, through Nominees, to OBOs. The Corporation will pay the fees and costs of Nominees for their services in delivering the Meeting materials to OBOs in accordance with NI 54-101.

Notice-and-Access

The Corporation has elected not to send the Meeting materials to registered Shareholders or to non-registered Shareholders using the notice-and-access delivery procedures defined under NI 54-101 and National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102").

Revocability of Proxy

You may revoke your proxy at any time prior to a vote. If you or the person to whom you give your proxy attends personally at the Meeting, you or such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by you or your attorney authorized in writing or, if you are a corporation, under your corporate seal or by a duly authorized officer or attorney of the corporation. To be effective the instrument in writing must be deposited either at the head office of the Corporation at any time up to and including the last business day before the day of the Meeting, or any adjournment 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 thereof.

Persons Making the Solicitation

This solicitation is made on behalf of the Corporation's management. The Corporation will bear the costs incurred in the preparation and mailing of the form of proxy, notice of Meeting and this Circular. In addition to mailing the form of proxy, proxies may be solicited in person, or by other means of communication, by the Corporation's directors, officers, employees and consultants, who will not be remunerated specifically therefor.

Exercise of Discretion by Proxy

The Common Shares represented by proxy in favour of management nominees will be voted at the Meeting. Where you specify a choice with respect to any matter to be acted upon the Common Shares will be voted in accordance with the specification so made. If you do not provide instructions your Common Shares will be voted in favour of the matters to be acted upon as set out herein.

The persons appointed under the form of proxy which the Corporation has furnished are conferred with discretionary authority with respect to amendments or variations of those matters specified in the form of proxy and notice of Meeting, and with respect to any other matters which may properly be brought before the Meeting or any adjournment thereof. As at the date of this Circular, the Corporation knows of no such amendment, variation or other matter.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Circular contains "forward-looking information" within the meaning of applicable Canadian securities laws. Generally, forward-looking information can be identified by the use of words and phrases such as "plans", "expects", "continues", "estimates", "intends", "anticipates", or "believes", or variations of such words and phrases indicating that certain actions, events or results "may", "could", "would", "might" or "will" be taken or occur. Forward-looking information in this Circular includes, without limitation, information that reflects the current views and/or expectations of management of the Corporation with respect to performance, business and future events, including but not limited to the Corporation's future plans and timing and receipt of various approvals. Forward-looking information is based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Corporation operates. Statements containing forward-looking information are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict and which are outside of the Corporation's control. In particular, there is no guarantee that the Corporation will obtain any required Shareholder or regulatory approvals or that the Corporation will be able to achieve its business objectives. Actual results may differ, and may differ materially from those projected in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. The forward-looking information contained in this Circular is provided as of the date of this Circular, and the Corporation does not undertake any obligation to release publicly any revisions for updating any forwardlooking statements made herein, except as required by applicable securities laws.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The voting securities of the Corporation are comprised of Common Shares of which 66,577,894 are issued and outstanding as at the date hereof. Each Common Share entitles its holder to receive notice of and to attend all meetings of shareholders and to one vote at such meetings. The holders of Common Shares are, at the discretion of the Board and subject to applicable legal restrictions, entitled to receive any dividends declared by the Board on the Common Shares. The holders of the Common Shares will be entitled to share equally in any distribution of the Corporation's assets upon the liquidation, dissolution, bankruptcy or winding-up of the Corporation or other distribution of its assets among the shareholders for the purpose of winding-up the Corporation's affairs. Such participation is subject to the rights, privileges, restrictions and conditions attaching to any other shares having priority over the Common Shares. The Common Shares are listed for trading on the TSX Venture Exchange (the "TSXV") under the symbol "TRU", the OTCQB Venture Market under symbol "TRUIF" and the Frankfurt Stock Exchange under symbol "706".

To the knowledge of the directors and senior officers of the Corporation, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than ten percent (10%) of the votes attached to the Common Shares except as stated in the following table:

Name	Number of Common Shares	Percentage of Outstanding Common Shares
2176423 Ontario Ltd.(1)	9,090,910	13.7%
Altius Resources Inc.(2)	7,940,000	11.9%

Notes:

(1) 2176423 Ontario Ltd. is owned and controlled by Eric Sprott.

(2) Altius Resources Inc. is a wholly-owned subsidiary of Altius Minerals Corporation (TSX:ALS).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the Corporation's most recently completed financial year was there any indebtedness of any current or former director or officer of the Corporation, any proposed nominee for election as a director of the Corporation, or any associate of any of the foregoing persons, to the Corporation or to any other entity which is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, including under "Directors' and Officers' Compensation", and excluding interests solely by virtue of existing or acquired securities holdings, there were no material interests, direct or indirect, of the Corporation's insiders, proposed nominees for election as directors, or any associate or affiliate of such insiders or nominees in any transaction of the Corporation since the commencement of the Corporation's most recently completed financial year, or in any proposed transaction, which has materially affected or would materially affect the Corporation or any of its subsidiaries.

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

Except as disclosed herein and excluding interests solely by virtue of securities holdings, there are no material interests of any director or executive officer of the Corporation or anyone who has held office as such since the beginning of the Corporation's last financial year, or of any proposed nominee for election as a director of the Corporation, or of any associate or affiliate of any of the foregoing persons, in any matter to be acted on at the Meeting.

DIRECTORS' AND OFFICERS' COMPENSATION

The Corporation's Statement of Executive Compensation, in accordance with the requirements of Form 51- 102F6V – Statement of Executive Compensation – Venture Issuers, is set forth below, which contains information about the compensation paid to, or earned by, the Corporation's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") and each of the other three most highly compensated executive officers of the Corporation earning more than CDN\$150,000 in total compensation (the "Named Executive Officers" or "NEOs"), along with the members of the Board, during the Corporation's two most recently completed financial years. Based on the foregoing, Joel Freudman, President and CEO, and Robert Harrison, CFO, were the Corporation's only Named Executive Officers as at December 31, 2020.

Compensation Policy

The Corporation does not use any formal benchmarking in determining compensation, although from time to time the Board assesses whether NEO compensation is generally in line with that at comparable junior mineral exploration companies. The Corporation seeks to reward a NEO's current and future performance and the achievement of corporate and financial milestones, and to align the interests of NEOs with the interests of the shareholders.

Each NEO receives a base salary, paid on an hourly basis in the case of the CFO, in recognition of the position's day-to-day duties and responsibilities. The Board reviews and discusses each NEO's base salary from time to time, typically annually, and may also consider a NEO's qualifications, experience, length of service and past contributions in determining the base salary.

The Board may award, throughout the year, discretionary bonuses for NEOs to serve as incentive mechanisms for meeting specific corporate and individual goals and objectives. Any such bonuses are determined with reference to the relative importance of the goals or objectives to the Corporation's success.

The Board reviews the granting of stock options to NEOs and directors and others. Individual grants are determined by an assessment of the individual's performance, current and expected level of responsibilities, the importance of his or her position and contribution to the Corporation, and previous option grants.

Pension Plan Benefits

No pension plan or retirement benefit plans have been instituted by the Corporation and none are proposed at this time.

Financial Instruments

Although the Corporation does not have formal policies in this regard, the Corporation expects NEOs and directors of the Corporation to obtain Board approval prior to personally purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities of the Corporation granted as compensation or held, directly or indirectly, by a NEO or director. As at the date hereof, to the knowledge of management of the Corporation, there are no such financial instruments requested or outstanding.

Compensation Risk

The Corporation has not adopted a formal policy on compensation risk management nor has it engaged an independent compensation consultant. The Corporation recognizes that there may be risks in its current processes but, given the size of the Corporation and number of NEOs dedicated on a full-time basis, the Corporation does not believe the risks to be significant.

Director and Named Executive Officer Compensation Table

The table below sets forth all annual and long-term compensation for services paid to or earned by each NEO and director who was in such position during the Corporation's two most recently completed financial years ended December 31, 2020 and 2019. Salaries for each NEO are paid in Canadian dollars.

		Salary,
		consulting fee,		Committee		Value of all
Name	Year	retainer or		or meeting	Value of	other	Total
and	ended	commission	Bonus	fees	perquisites	compensation	compensation
position	Dec. 31	(\$)	(\$)	(\$)	(\$)	(\$)	(\$)
Joel Freudman(1)	2020	91,167	48,000	nil	nil	nil	139,167
President, CEO and Director	2019	38,474	nil	nil	nil	nil	38,474
Robert Harrison	2020	17,836	20,000	nil	nil	nil	37,836
CFO	2019	10,762	nil	nil	nil	nil	10,762
Damian Lopez(2)	2020	25,035	nil	nil	nil	nil	25,034
Lead Director	2019	18,743	nil	nil	nil	nil	18,743
Yousuf Soliman(3)	2020	2,360	nil	nil	nil	nil	2,360
Former Director	2019	12,432	nil	nil	nil	nil	12,432
Peter van Dijken(4)	2020	7,442	nil	nil	nil	nil	7,442
Former Director	2019	nil	nil	nil	nil	nil	nil
Marisa Muchnik(5)	2020	7,892	nil	nil	nil	nil	7,892
Former Director	2019	nil	nil	nil	nil	nil	nil
Barry Greene(5)	2020	nil	nil	nil	nil	18,000	18,000
VP Property	2019	N/A	N/A	N/A	N/A	N/A	N/A
Development and
Director
David Hladky(4)	2020	1,000	nil	nil	nil	nil	1,000
Director	2019	N/A	N/A	N/A	N/A	N/A	N/A

Table of Compensation Excluding Compensation Securities

Notes:

(1) Mr. Freudman does not receive additional compensation for serving as a director of the Corporation. Commencing in March 2020, Mr. Freudman ceased being paid salary personally, and instead compensation for his services was paid to Resurgent Capital Corp. ("Resurgent") under the MSA (as defined herein) – see "Employment Contracts" below.

(2) Mr. Lopez was appointed the Lead Director (formerly titled as Chairman) on April 24, 2018.

(3) Mr. Soliman resigned as a director of the Corporation on March 9, 2020.

(4) Mr. Van Dijken resigned as a director of the Corporation on October 22, 2020, and on the same day Mr. Hladky was appointed as a director of the Corporation.

(5) Ms. Muchnik resigned as a director of the Corporation on December 17, 2020, and on the same day Mr. Greene was appointed as a director of the Corporation.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each NEO and director by the Corporation in the financial year ended December 31, 2020 for services provided directly or indirectly to the Corporation:

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversio n or exercise price (\$)	Closing price of security or underlying security on date of grant (\$)	Closing price of security or underlying security at year end (\$)	Expiry Date
Joel Freudman President, CEO and Director	Stock Options	100,000(4)	September 11, 2020	\$0.18	\$0.21	\$0.29	September 11, 2023
Robert Harrison CFO	Stock Options	50,000	September 11, 2020	\$0.18	\$0.21	\$0.29	September 11, 2023
Damian Lopez Lead Director	Stock Options	750,000	May 26, 2020	\$0.105	\$0.135	\$0.29	May 26, 2025
Yousuf Soliman(1) Former Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Peter van Dijken(2) Former Director	Stock Options	100,000	May 26, 2020	\$0.105	\$0.135	\$0.29	January 20, 2021
Marisa Muchnik(3) Former Director	Stock Options	100,000	May 26, 2020	\$0.105	\$0.135	\$0.29	March 17, 2021
Barry Greene(3) VP Property Development and Director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
David Hladky(2) Director	Stock Options	150,000	October 22, 2020	\$0.26	\$0.34	\$0.29	October 22, 2025

Table of Stock Options and Other Compensation Securities

Notes:

(1) Mr. Soliman resigned as a director of the Corporation on March 9, 2020.

(2) Mr. Van Dijken resigned as a director of the Corporation on October 22, 2020, and on the same day Mr. Hladky was appointed as a director of the Corporation.

(3) Ms. Muchnik resigned as a director of the Corporation on December 17, 2020, and on the same day Mr. Greene was appointed as a director of the Corporation.

(4) Granted to Resurgent. Mr. Freudman is the sole director and officer of Resurgent and thereby exercises direction and control over the 100,000 Stock Options that are beneficially owned by Resurgent.

Exercise of Compensation Securities by Directors and NEOs

Name and position	Type of compensation security	Number of underlying securities exercised	Date of Exercise	Exercise price per security (\$)	Closing price of security on date of exercise (\$)	Difference between exercise price and closing price on date of exercise (\$)	Total value on exercise date (\$)
Damian Lopez Lead Director	Stock options	175,000	October 7, 2020	0.16	0.26	0.10	45,500

The following compensation securities were exercised during the financial year ended December 31, 2020:

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes the securities issued and authorized under the Corporation's equity compensation plans as at December 31, 2020:

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options (\$)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders	2,510,000	\$0.17	353,084
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Totals	2,510,000	\$0.17	353,084

Employment Contracts

On March 9, 2020, the Corporation entered into a management services agreement (the "MSA") with Resurgent for executive management and venture capital markets advisory services. The Corporation paid Resurgent \$7,500 monthly to provide the services of the Corporation's President and CEO and support the Corporation's day-to-day operations. In addition, if the Corporation successfully completed a corporate M&A transaction with an arm's length counterparty, Resurgent would, subject to any required approvals, have earned a one-time performance bonus payable entirely in Common Shares, having an aggregate value of 5% of the Corporation's deemed valuation for purposes of such transactions. Resurgent is a shareholder of the Corporation and its investment decisions are controlled by its President, Joel Freudman, who also serves as President and CEO and a director of the Corporation.

On April 19, 2021, the MSA was amended as follows: (i) to increase the monthly fee payable under the MSA to \$12,500; (ii) to replace the share-based M&A performance bonus with a more conventional provision providing that Resurgent would be entitled to a lump-sum cash payment equivalent to one year of monthly fees upon the completion of a change of control; and (iii) to add a provision providing that, at the sole discretion of the board of directors, Resurgent will be eligible for cash bonuses upon the achievement by the Corporation of corporate milestones. These amendments to the MSA were made to align it with industry standards for executives of junior mining issuers.

During the Corporation's fiscal year ended December 31, 2020, Joel Freudman, as President and CEO, was paid annual base salary of \$91,167, and Mr. Harrison, as CFO, was paid salary at an hourly rate.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are in the interest of the shareholders and which contribute to effective and efficient decision making.

Board of Directors

The Board facilitates its exercise of independent supervision over the Corporation's management through frequent discussions with management and regular meetings of the Board, including in camera segments of such meetings without management present as and when deemed necessary by the Board. Two of the four current members of the Board are independent as described below.

The current Board consists of five directors, three of whom, being Damian Lopez (Lead Director), Colin Sutherland and David Hladky, are "independent" (as that term is defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices) directors of the Corporation in that they are free from any material interest and any material business or other relationship which could, or could reasonably be perceived to, interfere with the director's ability to exercise independent judgment, other than the interests and relationships arising from shareholdings. Joel Freudman is the President and CEO of the Corporation and as such is not independent. Barry Greene is the Vice President, Property Development of the Corporation and as such is not independent.

Directorships

The following table sets forth the directors, and proposed directors, of the Corporation who currently hold directorships with other reporting issuers:

Name of Director	Name of Reporting Issuer and Name of Exchange
Joel Freudman	Holly Street Capital Ltd. (TSXV)
Damian Lopez	Holly Street Capital Ltd. (TSXV)
David Hladky	Infield Minerals Corp. (TSXV)
	Gatekeeper Systems Inc. (TSXV)
Colin Sutherland	Magna Gold Corp. (TSXV)
	Arizona Metals Corp. (TSXV)

Orientation and Continuing Education

While the Board does not have formal orientation and training programs for its members, new directors are provided with copies of the Corporation's internal policies and are introduced to the other directors and to management. All directors can freely consult with the Corporation's external auditors and legal counsel, as well as management, when necessary or desirable.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct (the "Code") to encourage and require the Corporation and its directors and officers to adhere to high ethical standards in the conduct of the Corporation's business. Each director and officer of the Corporation is required to review the Code and to provide an annual written acknowledgement that they will abide by the Code.

Nomination of Directors

From time to time, the Board informally considers whether the Corporation should seek to recruit new director candidates in order to enhance Board effectiveness and the skill sets collectively possessed by the Board. New candidates are identified by existing directors and/or management through their respective professional networks. Leading candidates are then selected for an interview with a representative of the Corporation, followed by Board consideration of the candidate.

Compensation

From time to time, the Board considers and determines appropriate compensation levels for the directors and management team, typically following each annual meeting of shareholders. Compensation is discussed by the Board and then fixed based on the anticipated workload for the relevant individual(s). In addition, directors are entitled to reimbursement of expenses incurred in connection with their directorship with the Corporation.

Board Committees

In addition to the Audit Committee, the Board has established a Disclosure Committee, consisting of Damian Lopez (Chair) and Joel Freudman, to ensure the Corporation complies, in a timely manner, with its continuous disclosure obligations. The Disclosure Committee is governed by the Corporation's Corporate Disclosure Policy.

Assessments

From time to time, the directors of the Corporation informally but proactively assess whether the Board, its committees, and individual directors are performing effectively. Any recommended changes are discussed amongst the directors prior to implementation.

AUDIT COMMITTEE

Purpose

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the following areas within the Corporation: the external audit function; internal control and disclosure procedures; accounting and financial reporting requirements; compliance with legal and regulatory requirements; and financial risks and risk management policies. The Audit Committee also performs such other functions as are delegated to it by the Board, and specifically, with respect to the Corporation's external audit function, the Audit Committee assists the Board in fulfilling its oversight responsibilities relating to: (i) the quality and integrity of the Corporation's financial statements; (ii) the independent auditors' qualifications; and (iii) the performance of the Corporation's independent auditors. The Audit Committee's primary duties and responsibilities are to:

• x serve as an independent and objective body to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements;
• x review and appraise the performance of the Corporation's external auditors; and
• x provide an open avenue of communication among the Corporation's auditors, senior management and the Board.

A copy of the Corporation's Audit Committee Charter is attached hereto as Appendix "A".

Composition

The Audit Committee consists of as many members as the Board shall determine, but in any event not fewer than three members who are appointed by the Board. The composition of the Audit Committee shall meet all applicable independence, financial literacy and other legal and regulatory requirements. All members of the Audit Committee shall be "financially literate" and a majority shall be "independent", as such terms are defined by National Instrument 52-110 – Audit Committees ("NI 52-110").

The members of the Audit Committee are Damian Lopez (Chair), Colin Sutherland, and David Hladky. All members of the Audit Committee are "financially literate" and "independent", as those terms are defined in NI 52-110.

Meetings

The Chair of the Audit Committee, in consultation with the Audit Committee members, shall determine the schedule and frequency of the Audit Committee meetings, provided that the Audit Committee will meet at least four times in each fiscal year and at least once in every fiscal quarter.

Relevant Education and Experience

Damian Lopez has been the Lead Director (formerly titled as Chairman) of the Corporation since September 26, 2017. Mr. Lopez is an executive and corporate lawyer with extensive mergers and acquisition and corporate finance experience. Mr. Lopez is currently the VP, Legal & Strategy of Flora Growth Corp., a NASDAQ listed vertically integrated cannabis company, and legal consultant to various Toronto Stock Exchange and TSXV listed companies in various sectors including mining, cannabis, financial services, agriculture and technology. Mr. Lopez is also currently a director of Holly Street Capital Ltd. (TSXV: HSC.P). Mr. Lopez began his legal career as a corporate law associate at Stikeman Elliott LLP. Mr. Lopez holds a B.Comm from Rotman Commerce, University of Toronto and a J.D. from Osgoode Hall Law School.

Colin Sutherland is a Certified Professional Accountant with more than 20 years of operational and financial experience with exploration and development stage mining companies. Mr. Sutherland is Chief Financial Officer and a director of Magna Gold Corp. (January 2020 to Present), and a director of Arizona Metals Corp. (October 2019 to present) and Gatekeeper Systems Inc. (February 2021 to Present). Recently, Mr. Sutherland served as a director of NQ Minerals Plc (May 2017 to December 2020) and a director of Amarillo Gold Corporation (September 2018 to October 2020). Mr. Sutherland also served as President of McEwen Mining Inc. (January 2016 to November 2016) and as Chief Executive Officer and Managing Director of Archipelago Resources Pte. Ltd. (March 2012 to December 2015), where he grew production to 200,000 ounces per year. Mr. Sutherland has held senior financial and executive roles with Timmins Gold Corp. (2011 to 2012), Capital Gold Corp. (2010 to 2011), Nayarit Gold Inc. (2007 to 2010) and Aurico Gold Inc. (2004 to 2007). Mr. Sutherland has a Bachelor of Business Administration, Accounting, from Saint Francis Xavier University.

David Hladky is serving as a Director of the Corporation. Mr. Hladky is a Vancouver-based Geologist, with over 22 years of hands-on international exploration experience including in Mexico, Canada, Argentina and Peru, including Project Manager and Qualified Person on the Morelos Sur and El Barqueno Projects in Mexico, purchased by Agnico Eagle Mines. Recently he has been consulting for GR Silver Mining in Sinaloa, Mexico, and for Newrange Gold Corp. in Nevada and Ontario. He also serves as a Director for Infield Minerals Corp., and is a former Director for Kismet Resources Corp. (now TDG Gold Corp.). Mr. Hladky obtained a Hons. B.Sc. in Geology from the University of Alberta, graduating in 1998, and is a Professional Geologist, registered with APEGA.

All members of the Audit Committee are financially literate and each member has:

• x an understanding of the accounting principles used by the Corporation to prepare its financial statements;
• x an ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
• x experience preparing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements; and
• x an understanding of internal controls and procedures for financial reporting.

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

Since the commencement of the Corporation's most recently completed financial year, the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed five percent (5%) of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

Based on the Corporation's Audit Committee Charter and subject to the requirements of NI 52-110, the engagement of non-audit services is considered and pre-approved by the Audit Committee on a case-bycase basis.

External Auditor Service Fees

	Twelve-month period ended December 31, 2020	Twelve-month period ended December 31, 2019
Audit fees	\$24,000	\$5,550
Audit-related fees	\$480	\$1,000
Tax fees	nil	\$1,500
All other fees	nil	nil
Total	\$24,480	\$8,050

The aggregate fees charged to the Corporation by its external auditors for last two fiscal years are as follows:

Exemptions

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

MATTERS TO BE ACTED UPON AT THE MEETING

1. Receipt of Financial Statements

The Board will place before the Meeting a copy of the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2020, together with the auditors' report thereon, receipt of which by the Meeting will not constitute approval or disapproval of any matters referred to therein.

2. Fixing the Number of Directors

The Corporation's articles provide for a flexible number of directors, subject to a minimum of three (3) and a maximum of nine (9). At the Meeting, Shareholders will be asked to consider passing an ordinary resolution fixing the number of directors to be elected at the Meeting at five (5). To be approved, the ordinary resolution must be passed by a majority of the votes of shareholders cast thereon at the Meeting.

Section 106(4) of the Business Corporations Act (Alberta) (the "ABCA") allows the directors, between annual general meetings, to appoint one or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

The Board unanimously recommends that Shareholders vote FOR the resolution fixing the number of directors to be elected at the Meeting at five (5). Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the resolution.

3. Election of Directors

Management is soliciting proxies from shareholders, in the accompanying applicable form of proxy, to approve an ordinary resolution in favour of the election of the five (5) nominees set forth below as directors:

Joel Freudman	Barry Greene
Damian Lopez	David Hladky
Colin Sutherland

Shareholders can vote for all of the proposed directors set forth herein, vote for some of them and withhold for others, or withhold for all of them. Unless otherwise specified, the persons named in the accompanying form of proxy intend to vote FOR the election of all five nominees. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be exercised by the persons named in the enclosed form of proxy to vote the proxy for the election of any other person(s) in place of any nominee(s) unable to serve.

The term of office for each director will be from the date of the Meeting at which they are elected until the next annual meeting of shareholders of the Corporation or until their successor is duly elected or appointed.

The names and places of residence of the persons nominated for election as directors, the number and percentage of Common Shares beneficially owned or controlled, directly or indirectly, or over which control or direction is exercised by each of them, the dates on which they became directors, and their principal occupations during the preceding five (5) years, are as follows:

Name and Residence	Principal Occupation(s) for Previous Five Years	Director Since	Number of Common Shares beneficially owned directly or indirectly or over which control or direction is exercised
Joel Freudman(1)(4) Toronto, Ontario, Canada	President and CEO of the Corporation, 2017- present; President of Resurgent (capital markets), 2016-present	July 9, 2017	2,574,773 Common Shares (3.9%)
Damian Lopez(2)(3)(4) Toronto, Ontario, Canada	Legal Consultant to various public and private companies, 2015-present; Chief Executive Officer and Director of Flora Growth Corp., March 2019 to December 2020; VP, Legal & Strategy of Flora Growth Corp., December 2020 to present; President, Chief Executive Officer and Director of Valencia Ventures Inc., May 2016 to present	September 26, 2017	233,823 Common Shares (0.4%)
Barry Greene Grand Falls Windsor, Newfoundland and Labrador, Canada	Director of GBC Grand Exploration Inc., 2018- 2020; Geological consultant with Wood PLC, 2018; Geological consultant with Amec Foster Wheeler, 2014-2017	December 17, 2020	1,124,749 Common Shares (1.7%)

Name and Residence	Principal Occupation(s) for Previous Five Years	Director Since	Number of Common Shares beneficially owned directly or indirectly or over which control or direction is exercised
David Hladky(3) Vancouver, British Columbia, Canada	Geological Consultant on projects in Mexico (GR Silver Mining, 2020-present; Silver Bull Resources, 2017-2019); Nevada (Newrange Gold Corp., 2019-present); Ontario (Newrange Gold Corp. 2019-present) and Quebec (Enforcer Gold Corp., 2016-2017); Former Director of CPC Kismet Resources Corp. (2018-2020)	October 22, 2020	85,000 Common Shares (0.1%)
Colin Sutherland(3) Halifax, Nova Scotia, Canada	Chief Financial Officer of Magna Gold Corp., January 2021 – present; Chief Financial Officer and Director of NQ Minerals Plc, May 2017 – January 2021; President of McEwen Mining Inc., January 2016 – November 2016	June 28, 2021	Nil

Notes:

(1) Mr. Freudman is the sole director and officer of Resurgent and thereby exercises direction and control over the 2,574,773 Common Shares that are beneficially owned by Resurgent.

(2) Mr. Lopez is the independent Lead Director on the Board, and serves as chair of the Audit Committee and the Disclosure Committee.

(3) Member of Audit Committee.

(4) Member of Disclosure Committee.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as disclosed below, none of the proposed directors are, as at the date hereof, or have been, within ten (10) years prior to the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: (i) while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, and that was in effect for a period of more than 30 consecutive days; (ii) was subject to a cease trade or similar order or an order that denied the relevant company access to an exemption under securities legislation, and that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity; or (iii) 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, was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Lopez was a director of Braingrid Limited which was cease traded on July 23, 2020 pursuant to Canadian Securities Exchange ("CSE") Policy 3 for not meeting its continued listing requirements by failing to file its financial statements. Braingrid Limited was reinstated for trading on the CSE on October 27, 2020. Mr. Lopez resigned from the board of directors of Braingrid Limited on November 26, 2020.

None of the proposed directors have, within the ten (10) years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

None of the proposed directors are, as at the date hereof, or have been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, or have entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would be considered important to a reasonable security-holder in deciding whether to vote for a proposed director.

4. Re-Appointment of Auditors

Management is soliciting proxies from shareholders, in the accompanying applicable form of proxy, in favour of the re-appointment of the firm of McGovern Hurley LLP as the Corporation's auditors, to hold office until the next annual meeting of the shareholders of the Corporation and to authorize the directors to fix their remuneration. McGovern Hurley LLP was appointed as auditor of the Corporation by the shareholders on October 16, 2020.

In order to permit McGovern Hurley LLP to act as the auditor of the Corporation, the appointment of McGovern Hurley LLP must be approved by a majority of the Common Shares voted at the Meeting. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the resolution.

5. Re-Approval of the Corporation's Stock Option Plan

The TSXV requires all listed companies with a ten percent (10%) rolling stock option plan to obtain annual shareholder approval of such plan. Shareholders will be asked at the Meeting to vote on a resolution to reapprove the stock option plan adopted and amended by the Board (the "Option Plan"). The Option Plan was last approved by shareholders on October 16, 2020.

The Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Shares. The Option Plan provides for a floating maximum limit of ten percent (10%) of the outstanding Common Shares (the "Limit"), as permitted by the policies of the TSXV. As at the date hereof, this represents options to purchase an aggregate of 6,657,789 Common Shares available under the Option Plan. To date, presently outstanding options to purchase a total of 4,020,000 Common Shares have been issued to directors, officers and consultants of the Corporation, all of which options are exercisable immediately.

The Option Plan also provides that the number of unissued Common Shares issuable upon exercise of options granted under the Option Plan plus the number of Common Shares reserved for issuance under all other equity incentive plans of the Corporation, including, but not limited to, the RSU Plan, shall not exceed 20% of the issued and outstanding Common Shares on a non-diluted basis at any time.

The number of Common Shares reserved under option for any one person may not exceed five percent (5%) of the outstanding Common Shares. The Board determines the price per Common Share and the number of Common Shares that may be allotted to each director, officer, employee and consultant, and all other terms and conditions of the options, subject to the rules of the TSXV. The exercise price per Common Share set by the Board is subject to minimum pricing restrictions set by the TSXV.

Options may be exercisable for up to ten (10) years from the date of grant, but the Board has the discretion to grant options that are exercisable for a shorter period. Options granted under the Option Plan do not require vesting provisions, although the Board may attach a vesting schedule to individual grants as it deems appropriate. Options under the Option Plan are non-assignable. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of the Corporation, the option shall be limited to the number of Common Shares purchasable by him immediately prior to the time of his cessation of office or employment, and he shall have no right to purchase any other Common Shares under such option. Options may generally be exercised within ninety (90) days of termination of employment or cessation of position with the Corporation. If any option expires or otherwise terminates after having been granted without having been exercised in full, the number of Common Shares in respect of such expired or terminated option, as the case may be, shall not be deducted from the Limit, and will again be available for grant for the purposes of the Option Plan.

As of the date of this Circular, the number of Common Shares remaining available for issuance under the Option Plan is 2,637,789.

A copy of the Option Plan is attached hereto as Appendix "B" and can be found on the Corporation's SEDAR profile at www.sedar.com.

To be approved, the ordinary resolution must be passed by a majority of the votes of shareholders cast thereon at the Meeting.

Shareholders will be asked at the Meeting to consider and, if thought advisable, ratify the Option Plan, by means of an ordinary resolution, substantially in the following form:

"BE IT RESOLVED THAT:

• 1. Subject to receipt of the approval of the TSX Venture Exchange, the continued use of the stock option plan of TRU Precious Metals Corp. (the "Corporation") as described in the management information circular of the Corporation dated June 28, 2021, be and is hereby ratified and approved, including the reservation for issuance thereunder at any time of a maximum of ten percent (10%) of the issued and outstanding common shares of the Corporation, in accordance with the policies of the TSX Venture Exchange.
• 1. Any director or officer of the Corporation is hereby authorized and directed to execute and to deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such director or officer may be necessary or desirable to give effect to this resolution."

The Board unanimously recommends that Shareholders vote FOR the continued use of the Option Plan at the Meeting. Unless otherwise specified, the persons named in the enclosed form of proxy will vote FOR the resolution.

6. Approval of the RSU Plan

The Board adopted a restricted share unit plan (the "RSU Plan") on June 28, 2021; the adoption is subject to the approval of relevant disinterested shareholders at the Meeting. The Board determined that it is desirable to have a wide range of incentive plans including the RSU Plan in place to attract, retain and motivate employees, directors and consultants of the Corporation (the "Eligible Persons").

The RSU Plan provides that restricted share units (the "RSUs") may be granted by the Board or its appointed committee (for the purposes of the RSU Plan, the "Board") to Eligible Persons as a discretionary payment in consideration for significant contributions to the long-term success of the Corporation.

The maximum number of Common Shares which may be reserved for issuance under the RSU Plan at any time shall be 6,657,789 Common Shares, subject to adjustment in certain circumstances. In accordance with the policies of the TSXV, the number of Common Shares reserved for issuance under the RSU Plan in combination with the aggregate number of Common Shares issuable under all of the Corporation's other equity incentive plans in existence from time to time, including the Option Plan, shall not exceed 20% of the issued and outstanding Common Shares. See "Limitations Under the RSU Plan", below.

Nature and Administration of the RSU Plan

All Eligible Persons are eligible to participate in the RSU Plan (as "Participants"), and the Corporation reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation as Participants in the RSU Plan. Eligibility to participate as a Participant in the RSU Plan does not confer upon any person a right to receive an award of RSUs.

Subject to certain restrictions, the Board can, from time to time, award RSUs to Eligible Persons. RSUs will be credited to an account (an "Account") maintained for each Participant on the books of the Corporation as of the award date. The number of RSUs to be credited to each Participant's account shall be determined at the discretion of the Board and pursuant to the terms of the RSU Plan.

RSUs and all other rights, benefits or interests in the RSU Plan are not transferable or assignable otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of the Participant only by the Participant and after death only by the Participant's legal representative.

Resignation, Termination, Leave of Absence or Death

Generally, if a Participant's employment or service is terminated, or if the Participant resigns from employment with the Corporation, then any RSUs granted to the Participant under the RSU Plan which have not yet vested or been deemed to be vested, on or before the last date on which the Participant is actively with the Corporation (the "Separation Date") for the Participant are forfeited and cancelled effective on the Separation Date and shall terminate without payment and shall be of no further force or effect from and after the Separation Date.

The Participant may, but only within the next thirty (30) days following the Separation Date, deliver notice to the Corporation (a "Notice of Acquisition") to acquire Common Shares for previously vested RSUs (if any) and following such thirty (30) day period, any vested RSUs in respect of which the Participant has not delivered a completed Notice of Acquisition to the Corporation shall be forfeited and cancelled effective at 4:00 p.m. (Toronto time) on such thirtieth (30th) day and shall terminate without payment and shall be of no further force or effect from and after such time.

In the event a Participant's death, the Participant's unvested RSUs shall vest automatically as of such date and shall be forfeited and cancelled on the first anniversary of the death of the Participant. In the event the termination of the Participant's services by reason of voluntary resignation, only the Participant's unvested RSUs shall terminate automatically as of such date.

Control Change

In the event of a Control Change (as such term is defined in the RSU Plan), the Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Participant: (i) take such steps as the Board considers desirable, taking into account any tax consequences to the extent considered relevant by the Board, to cause the conversion or exchange of any outstanding RSUs into or for, rights or other securities of substantially equivalent value (or greater value), as determined by the Board in its discretion, in any entity participating in or resulting from a Control Change, (ii) accelerate the vesting of any or all outstanding RSUs to provide that, such outstanding RSUs shall be fully vested upon (or immediately prior to) the completion of the transaction resulting in the Control Change, and (iii) determine that a Participant who is no longer an Eligible Person as a result of or in anticipation of a Control Change shall continue to be a Participant and Eligible Person for purposes of the RSU Plan, but subject to such terms and conditions, if any, established by the Board in its sole discretion.

Adjustments

In the event of any subdivision, consolidation, stock dividend, capital reorganization, reclassification, exchange, or other change with respect to the Common Shares, or a consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or substantially all of the property of the Corporation or other distribution of the Corporation's assets to shareholders, the Board may choose to adjust the Account of each Participant and the RSUs outstanding under the RSU Plan in such manner, if any, as the Board may in its discretion deem appropriate (taking into account any tax consequences to the extent considered relevant by the Board) to preserve the Account of each Participant and the RSUs outstanding under the RSU Plan shall be adjusted in such manner, if any, as the Board may in its discretion deem appropriate to preserve, proportionally, the interests of Participants under the RSU Plan.

Vesting and RSU Term

Each award of RSUs vests on the date(s) specified by the Board on the date of award (the "Award Date"), and reflected in the applicable RSU agreement certificate. The term of the RSUs shall be determined by the Board on the Award Date and shall not exceed ten (10) years from the Award Date. Once vested, each RSU will become exercisable into one Common Share, redeemable at the discretion of the Participant.

Acquisition of Vested RSUs

A Participant who wishes to acquire a Common Share for any vested RSU may do so by delivering (a) a completed Notice of Acquisition to the Corporation on or before the expiry date of the RSUs and (b) a certified cheque or bank draft payable to the Corporation for any applicable withholding taxes as may be required under the RSU Plan, following which the Corporation will issue, within ten (10) days following receipt of the Notice of Acquisition, and subject to such applicable residual withholding, if any, as the Corporation determines in its discretion should then be imposed to meet related withholding or remittance obligations under applicable law, one Common Share for each RSU in the Participant's Account that the Participant has included on the Notice of Acquisition.

Limitations Under the RSU Plan

The maximum number of Common Shares which may be reserved for issuance under the RSU Plan at any time shall be 6,657,789 Common Shares, subject to adjustment in accordance with the RSU Plan or as required by the policies of the TSXV, or such greater number of Common Shares as may be permitted by policies of the TSXV upon being duly approved by the Board and, if required by TSXV policies, by the shareholders of the Corporation. The number of Common Shares subject to any RSU (or any portion thereof) that has expired or is forfeited, surrendered, cancelled or otherwise terminated, shall, in each case, automatically become available to be made the subject of new RSUs under the RSU Plan.

All subject to the policies of the TSXV, the aggregate number of Common Shares reserved for issuance to any one Eligible Person under RSUs granted in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares determined at the Award Date. The aggregate number of Common Shares reserved for issuance to an Eligible Person who is a consultant in a 12 month period shall not exceed 2% of the issued and outstanding Common Shares determined at the Award Date.

A copy of the RSU Plan is attached hereto as Appendix "C" and can be found on the Corporation's SEDAR profile at www.sedar.com.

At the Meeting, relevant disinterested shareholders will be asked to vote on the following ordinary resolution:

"BE IT RESOLVED THAT:

• 1. TRU Precious Metals Corp. (the "Corporation") be authorized to implement the Restricted Share Unit Plan ("RSU Plan") and any one director or officer of the Corporation be authorized to settle the form of documents required in respect thereof, including any supplements or amendments thereto and including, without limitation, the documents referred to below;
• 1. subject to receipt of the approval of the TSX Venture Exchange, the adoption of the RSU Plan by the Corporation, substantially in the form attached to the management information circular of the Corporation dated June 28, 2021 as Appendix "C", but subject to any amendments that may be required by the TSX Venture Exchange, pursuant to which the directors of the Corporation may, from time to time and subject to the restrictions as laid out in the RSU Plan, grant Restricted Share Units to Eligible Persons under the RSU Plan entitling such Eligible Persons to acquire common shares of the Corporation as fully paid and non-assessable common shares, be and is hereby authorized and approved;
• 1. notwithstanding the approval by the shareholders of this resolution, the directors of the Corporation are hereby authorized and empowered to revoke this special resolution at any time before it is acted on and to determine not to proceed with the RSU Plan without further approval of the shareholders of the Corporation; and
• 1. any director or officer of the Corporation is hereby authorized and directed to execute and to deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such director or officer may be necessary or desirable to give effect to this resolution."

The Board unanimously recommends shareholders vote FOR the adoption of the RSU Plan. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the approval of the RSU Plan.

7. Approval of the Continuance

At the Meeting, Shareholders are being asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution"), to approve the continuance (the "Continuance") out of the provincial jurisdiction of Alberta under the ABCA into the provincial jurisdiction of Ontario under the Business Corporations Act (Ontario) (the "OBCA") and the adoption of a new general by-law effective upon the issuance of the certificate of continuance (the "Certificate of Continuance").

The Board may determine not to implement the Continuance after the Meeting, after receipt of necessary Shareholder and regulatory approvals, or after filing the prescribed continuation application with the Registrar of Companies appointed under the OBCA, but prior to the issue of a Certificate of Discontinuance under the ABCA or a Certificate of Continuation under the OBCA, without further action on the part of Shareholders.

The Continuance, if approved, will change the legal domicile of the Corporation and will affect certain of the rights of shareholders as they currently exist while the ABCA applies to the Corporation. Accordingly, Shareholders should consult their own independent legal advisors regarding implications of the Continuance which may be of particular importance to them.

Reasons for the Continuance

The Continuance is being proposed by the Board for corporate and administrative simplicity, and anticipated cost savings as a result. The Board is of the view that it would be appropriate to continue the Corporation as an Ontario company because the Corporation's CEO, Lead Director, legal counsel, and other public company service providers are located in Ontario, and the Corporation does not have any assets or business or personnel located in Alberta. The Continuance will also end the Corporation's obligation to make various duplicative recurring corporate law filings in Alberta.

Constating Documents

Upon the completion of the Continuance, the Corporation will cease to be governed by the ABCA and will thereafter be deemed to have been formed under the OBCA. As part of the Continuance, the current bylaws of the Corporation will be repealed and the Corporation will adopt by-laws which are suitable for a OBCA corporation. The proposed bylaws of the Corporation have been attached to this Circular as Appendix "D".

Procedure for the Continuance

In order to effect the Continuance, the following steps must be taken:

• (a) Shareholders must approve the Continuance Resolution at the Meeting, authorizing the Corporation to, among other things, file the continuation application with the director appointed under the OBCA (the "OBCA Director"). The application for the Certificate of Continuance requires that the Corporation send the following documents to the OBCA Director: (i) articles of continuance (the "Articles of Continuance"); (ii) a notice of directors; and (iii) a notice of registered office, all in the form that the Director fixes;
• (b) the registrar appointed under the ABCA (the "ABCA Registrar") must approve the proposed Continuance under the OBCA, upon being satisfied that the Continuance is effected in compliance with section 189 of the ABCA;
• (c) the Corporation must file a notice of continuance with the ABCA Registrar satisfying the ABCA Registrar that the Corporation has continued under the OBCA. The ABCA Registrar will then issue the certificate of discontinuance (the "Certificate of Discontinuance");
• (d) on the date shown on the Certificate of Continuance, (i) the Corporation becomes a corporation to which the OBCA applies as if it had been incorporated under the OBCA; (ii) the Articles of Continuance are deemed to be the articles of incorporation of the continued corporation; and (iii) the Certificate of Continuance is deemed to be the certificate of incorporation of the continued corporation; and

(e) on the date shown on the Certificate of Discontinuance, the Corporation becomes a corporation under the laws of Ontario as if it had been incorporated under the OBCA.

Effect of the Continuance

General

Upon issue of a Certificate of Continuance for the Corporation under the OBCA, the Corporation will cease to be a corporation governed by the ABCA and will be governed by the OBCA. The Continuance does not create a new legal entity and will not prejudice or affect the continuity of the Corporation. The Continuance will not result in any change in the business of the Corporation. Upon the completion of the Continuance, there is no change in: (i) the ownership of corporate property; (ii) liability for the obligations of the Corporation; (iii) the existence of a cause of action, claim or liability to prosecution; (iv) enforcement against the Corporation of any civil, criminal, administrative action or proceedings pending; and (v) the enforceability of any conviction against, or ruling, order or judgment in favour of or against the Corporation. Furthermore, any Common Shares issued before the Continuance will continue to be Common Shares of the Corporation, as a company governed by the OBCA. The Continuance does not relieve a holder of Common Shares of any liability in respect of such Common Shares.

Articles of Continuance

As a corporation existing under the ABCA, the incorporation documents of the Corporation consist of a "certificate of incorporation", "articles of incorporation" and "by-laws". The incorporation documents of the Corporation set out, among other things, the name of the Corporation, the authorized share capital of the Corporation, the minimum and maximum number of directors and any restrictions on the business of the Corporation. The by-laws of the Corporation set out the rules for the conduct of the Corporation. Upon the Continuance becoming effective, the incorporation documents filed under the ABCA will be replaced by the Articles of Continuance and a new general by-law of the Corporation will be adopted.

Authorized Capital

The number of Common Shares that the Corporation is authorized to issue will remain unaltered at an unlimited number of Common Shares. The articles will be amended so that the Corporation will no longer be authorized to issue preferred shares, issuable in series. The rights, privileges, restrictions and conditions which presently attach to the Common Shares will be substantially the same as the rights, privileges, restrictions and conditions which will attach to such Common Shares after the Continuance as set out in the Articles of Continuance.

Number of Directors

Under the OBCA, the articles of a corporation may provide for a minimum and maximum number of directors. The shareholders may adopt an amendment to the articles of a corporation to increase or, subject to the provisions of the OBCA, decrease the minimum or maximum number of directors. The Articles of Continuance provide that the Corporation will have a minimum of one director and a maximum of ten directors. Subject to certain restrictions, the OBCA permits the directors to appoint additional directors to fill vacancies.

Certain Corporate Differences between the ABCA and the OBCA

If the Continuance Resolution is approved by Shareholders and the Continuance is completed, the Corporation will be governed by the OBCA instead of the ABCA. While the rights of shareholders under the OBCA are broadly similar to those under the ABCA, there are a number of variations in the rights afforded to shareholders under the two pieces of legislation.

The following is a summary of certain similarities and differences between the OBCA and the ABCA on matters pertaining to shareholder rights. This summary is not exhaustive and is of a general nature only and is not intended to be, and should not be construed to be, legal advice to shareholders. Accordingly, shareholders should consult their own legal advisors with respect to the corporate law consequences of the Continuance.

Charter Documents

Under the ABCA, a corporation may resolve to alter its notice of articles or articles by a special resolution of its shareholders, unless the ABCA specifies a different type of resolution or unless the ABCA does not specify the type of resolution and the articles of the Corporation specify a different type of resolution.

Under the OBCA, a corporation may from time to time amend its articles by special resolution of its shareholders, except where, among other things, the directors of a corporation are authorized by the articles to divide any class of unissued shares into series and determine the designation, rights, privileges, restrictions and conditions thereof, in which case the directors may authorize the amendment of the articles to provide for such designation, rights, privileges, restrictions and conditions. A special resolution must be passed by at least two-thirds of the votes cast thereon. The directors of a corporation may, subject to any restriction in the articles, by-laws or a unanimous shareholder agreement of a corporation, make amend or repeal any by-laws of such corporation, but any such action of the directors is subject to the later confirmation by resolution passed by a majority of the votes cast by the shareholders entitled to vote on the resolution.

Rights of Dissent

Under both the ABCA and the OBCA, shareholders have substantially the same rights of dissent if a corporation resolves to effect certain fundamental changes. Under the OBCA, shareholders have an additional dissent right if a corporation resolves to amend its articles to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of shares of such corporation, and shareholders of a class or series have additional dissent rights, subject to certain exemptions, if a corporation resolves to amend its articles in circumstances where the class or series is entitled to a separate vote.

Record Date for Notice of and Voting at Shareholders' Meetings

Under both the ABCA and the OBCA, the directors of a corporation may set a date as the record date for the purpose of, among other things, determining shareholders entitled to notice of and to vote at a meeting of shareholders. Under the ABCA, subject to certain exceptions, the record dates for notice of and voting at a meeting of shareholders must not be more than 50 days or less than 21 days prior to the date of the meeting. Under the OBCA, subject to certain exceptions, the record dates for notice of and voting at a meeting of shareholders must not be more than 60 days or less than 30 days prior to the date of the meeting.

Place of Shareholders' Meetings

Under the ABCA, a general meeting of a corporation must be held in Alberta, unless the location is provided for in the articles of the Corporation or, if the articles do not restrict the Corporation from approving a location outside of Alberta for the holding of the general meeting, the location for the meeting is (a) approved by the resolution of the shareholders required by the articles for that purpose, (b) if no resolution is required for that purpose by the articles, approved by ordinary resolution of the shareholders, or (c) approved in writing by the Alberta Registrar before the meeting is held. Under the OBCA, subject to the articles and any unanimous shareholder agreement, a meeting of the shareholders of a corporation may be held at such place in or outside Ontario as the directors determine.

Quorum for Shareholders' Meetings

Under both the ABCA and the OBCA, unless the by-laws of the corporation otherwise provide, the holders of a majority of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, constitute a quorum.

Share Capital

Under the ABCA and the OBCA, there are no provisions for the shares of a corporation to have par value and, accordingly, the proposed Articles of Continuance provide for only non-par value share.

Residency of Directors

As of the date hereof, under the OBCA, at least 25% of the directors of a corporation must be resident Canadians, and where a corporation has less than four directors, at least one director must be a resident Canadian. These provisions are anticipated to be removed from the OBCA effective July 5, 2021. The ABCA does not require any resident Canadian membership on a board of directors.

Number of Directors

Under both the ABCA and the OBCA, the number of directors is, in the case of a distributing corporation, the greater of (a) three, and (b) the number of directors elected or appointed in accordance with the ABCA or the OBCA, as the case may be, and the articles of the Corporation. Under the ABCA, if the articles of a Corporation so provide, the directors of a Corporation may appoint one or more additional directors, if, after such appointment, the total number of directors would not then be greater than one and one-third times the number of directors elected at the annual meeting of shareholders. Under the OBCA, where a special resolution so empowers the directors to determine the number of directors within the minimum and maximum number of directors provided for in the articles, the directors may appoint one or more.

Cumulative Voting

Under the ABCA, shareholders do not have cumulative voting rights with respect to the election of directors. Under the OBCA, cumulative voting rights are permitted, but are not required. Under the OBCA, if the articles provide for cumulative voting rights in the election of directors, the articles must fix the number of directors instead of providing for a minimum and maximum number of directors. There is no provision for cumulative voting in the proposed Articles of Continuance. Accordingly, at future meetings of the Corporation, upon a vote with respect to the election of directors, shareholders may cast one vote for each Common Share held by that shareholder.

Removal of Directors

Under the ABCA, directors of a corporation may generally be removed by an ordinary resolution of the shareholders. Under the OBCA, subject to provisions regarding cumulative voting, directors of a corporation may generally be removed by an ordinary resolution of the shareholders.

Right to Dissent to the Continuance Resolution

The following description of dissent rights to which dissenting shareholders are entitled is not a comprehensive statement of the procedures to be followed by a dissenting shareholder who seeks payment of the fair value of such dissenting shareholder's Common Shares and is qualified in its entirety by the reference to the full text of Section 191 of the ABCA, which is attached to this Circular as Appendix "E". The ABCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each shareholder who might desire to exercise dissent rights should carefully consider and comply with the provisions of the section and consult such shareholder's legal advisors.

Shareholders are entitled to dissent in respect of the Continuance in accordance with section 191 of the ABCA. Provided the Continuance becomes effective, each dissenting shareholder will be entitled to be paid the fair value of their Common Shares in respect of which such shareholder dissents in accordance with section 191 of the ABCA. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other Intermediary who wish to dissent should be aware that only the registered holders of such Common Shares are entitled to dissent.

Accordingly, beneficial owners of Common Shares desiring to exercise dissent rights must make arrangements for the Common Shares beneficially owned by such person to be registered in his, her or its name, or alternatively, make arrangements for the registered holder of the Common Shares to dissent on their behalf.

A shareholder is not entitled to dissent with respect to their Common Shares if they vote any of such Common Shares in favour of any resolution authorizing the Continuance. Further, a dissenting shareholder may only exercise dissent rights with respect to all the Common Shares held by such shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

All notices to the Corporation pursuant to section 191 of the ABCA should be addressed to the Corporation at P.O. Box 1385, Fredericton, New Brunswick, E3B 5E3, Attention: Corporate Secretary. In order to be effective, a written notice of dissent must be received no later than the commencement of the Meeting or any adjournment thereof. The Corporation may elect not to proceed with the Continuance if any notices of dissent are received.

Board Recommendation and Resolution

In order to pass the Continuance Resolution, at least two thirds of the votes cast by the shareholders present at the Meeting in person or by proxy must be voted in favour of the Continuance Resolution.

Notwithstanding the approval by the shareholders, the Board may, in its discretion and without further shareholder action, revoke the Continuance Resolution and not implement the Continuance.

The Board recommends that shareholders vote in favour of the following Continuance Resolution.

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

• 1. TRU Precious Metals Corp. (the "Corporation") be and is hereby authorized to make application to the Registrar of Corporations of Alberta for the issuance of a consent to file Articles of Continuance with the Director under the Business Corporations Act (Ontario) (the "OBCA") to continue the Corporation as if it had been incorporated under the OBCA, and to make application to the Registrar of Corporations of Alberta for the issuance of a certificate of discontinuance;
• 1. the Corporation be authorized to file Articles of Continuance with the Director under the OBCA to continue the Corporation as if it had been incorporated under the OBCA;
• 1. the Articles of Continuance shall make any amendments to the Corporation's Articles necessary to make the articles of continuance conform to the provisions of the OBCA, and may make such amendments as would be permitted under the OBCA if the Corporation had been incorporated under the OBCA;
• 1. effective upon the issuance of the certificate of continuance, and without affecting the validity of any act of the Corporation under its existing by-laws (the "Existing By-Laws"), the Existing By-Laws are hereby repealed and replaced with a new By-Law Number 1 of the Corporation, the full text of which is attached as Appendix D to the management information circular of the Corporation dated June 28, 2021 (the "New By-Laws"), together with such changes or amendments thereto as any director or officer of the Corporation deems appropriate, the conclusive evidence of such determination being the execution of the New By-Laws by a director or officer of the Corporation;
• 1. effective upon the issuance of the certificate of continuance, the board of directors of the Corporation are hereby authorized to determine, from time to time, the number of directors within the minimum and maximum number provided for in the articles of the Corporation;
• 1. any director or officer of the Corporation is hereby authorized and directed to execute and to deliver, under corporate seal or otherwise, all such documents and instruments and to do all such acts as in the opinion of such director or officer may be necessary or desirable to give effect to this resolution; and
• 1. notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they hereby are, authorized and empowered to revoke this special resolution at any time before it is acted on and to determine not to proceed with the continuance of the Corporation under the OBCA without further approval of the shareholders of the Corporation."

The Board unanimously recommends shareholders vote FOR the Continuance. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the approval of the Continuance.

ADDITIONAL INFORMATION

The Corporation will provide, upon request, copies of its audited consolidated financial statements for the financial year ended December 31, 2020 and its accompanying management's discussion and analysis (together, the "2020 Filings"), as well as copies of subsequent interim financial statements and this Circular. Copies of these documents may be obtained on request without charge from the Corporation by mailing such request to TRU Precious Metals Corp., P.O. Box 1385, Fredericton, New Brunswick, E3B 5E3, Attn: Corporate Secretary. Financial information regarding the Corporation is provided in the 2020 Filings. Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com.

OTHER MATTERS

The Corporation's management knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the notice of Meeting to which this Circular is attached. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person voting the proxy.

DIRECTORS' APPROVAL

The contents and the sending of this Circular to the shareholders of the Corporation have been approved by the Board on June 28, 2021.

DATED at Fredericton, New Brunswick, this 28th day of June, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF TRU PRECIOUS METALS CORP.

"Joel Freudman"

Joel Freudman President and Chief Executive Officer

Appendix "A"

AUDIT COMMITTEE CHARTER

I. CONSTITUTION AND PURPOSE

The audit committee (the "Committee") has been established by the board of directors (the "Board") of TRU Precious Metals Corp. (the "Company") for the purpose of assisting the Board in fulfilling its oversight responsibilities in relation to the accounting and financial reporting processes of the Company, audits of the financial statements of the Company, review of the Company's systems of internal controls and in relation to risk management matters including:

• (a) the review of the annual and interim financial statements of the Company;
• (b) the integrity and quality of the Company's financial reporting and systems of internal control, and financial risk management;
• (c) compliance with legal and regulatory requirements;
• (d) the qualifications, independence, engagement, compensation and performance of the Company's external auditors (the "Company's Auditors"); and
• (e) the exercise of the responsibilities and duties set out in this charter (the "Charter").

II. COMPOSITION

The members of the Committee shall be appointed by the Board from amongst the directors of the Company (the "Directors"), and the Committee shall be comprised of not less than three members. A majority of the members of the Committee shall be "independent", as that term is defined in National Instrument 52-110 – Audit Committees ("NI 52-110").

All members of the Committee shall be "financially literate", as such term is defined in NI 52-110, or shall acquire within a reasonable time following appointment to the Committee the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed or ceases to be a member of the Board. The Board shall fill vacancies in the Committee by appointment from among the Directors. If a vacancy exists on the Committee, the remaining members shall exercise all its powers so long as a quorum remains in office. The Board shall appoint a chair for the Committee (the "Chair") from amongst its members. If the Chair is not present at any meeting of the Committee, one of the other members who is present at the meeting shall be chosen by the Committee to preside at the meeting.

Determinations as to whether a particular Director satisfies the requirements for membership on the Committee shall be made by the Board. No member of the Committee shall receive from the Company any compensation other than the fees to which he or she is entitled as a Director of the Company or a member of a committee of the Board. Such fees may be paid in cash, shares, and/or options as are ordinarily available to Directors.

III. MEETING PROTOCOLS

The Committee shall meet at least once every quarter and shall meet at such other times during each year as the Chair deems appropriate. The Chair, any member of the Committee, the Company's Auditors, the Chairman of the Board, the Chief Executive Officer ("CEO") or the Chief Financial Officer ("CFO") of the Company may call a meeting of the Committee by notifying the Company's Corporate Secretary, who will notify the members of the Committee. A majority of members of the Committee shall constitute a quorum.

At least five (5) days' notice of any meeting of the Committee shall be given in writing to each member of the Committee by any means of transmitted or recorded communication that produces a written copy, including by email. Notice may be waived or shortened with the consent of all the members of the Committee. Attendance by a member at a meeting notwithstanding any failure to give notice in accordance with this Charter shall be deemed to constitute waiver of notice of such meeting by such member. Notice of each meeting of the Committee shall also be given to the Chairman of the Board, the CEO and CFO of the Company, and the Company's Auditors.

In setting the agenda for a meeting, the Chair shall encourage Committee members, management, the Company's Auditors and other Directors to provide input in order to address emerging issues. Any written material provided to the Committee shall be appropriately balanced (i.e. relevant and concise) and shall be distributed in advance of the relevant meeting to allow Committee members sufficient time to review and understand the information.

The Chairman of the Board and the CEO and CFO of the Company, if invited by the Chair, m a y attend and speak at meetings of the Committee. Other Directors shall also, if invited by the Chair, have the right of attendance. A representative of the Company's Auditors shall have the right to attend and speak at any meeting of the Committee, and shall attend if summoned by the Chair, in either case at the expense of the Company. The Committee may also invite any other officers or employees of the Company, legal counsel, and any other persons to attend meetings and give presentations with respect to their area of responsibility, as considered necessary by the Committee.

The Committee shall at each meeting of the Committee appoint one of its members or any other attendee to be the secretary of such meeting. Every question at a Committee meeting shall, if necessary, be decided by a majority of the votes cast.

At the invitation of the Committee, and at least annually, representatives of the Company's Auditors shall meet the Committee without any of the executive Directors or other members of management in attendance.

Subject to any statutory or regulatory requirements or the articles and by-laws of the Company, the Committee shall fix its own procedures at meetings, maintain minutes or other records of its proceedings in sufficient detail to convey the substance of all discussions held, and report to the Board at the next meeting of the Board.

If so required by applicable laws or regulations, the Committee shall prepare a report to shareholders or others concerning the Committee's activities in the discharge of its responsibilities.

The Chair shall be available at the annual meeting of the Company to respond to any shareholder questions on the activities and responsibilities of the Committee.

IV. AUTHORITY

The Committee is authorized by the Board to:

• (a) investigate any matter within this Charter;
• (b) have direct communication with the Company's Auditors;
• (c) seek any information it requires from any employee of the Company; and
• (d) retain, at its discretion, outside legal, accounting or other advisors, at the expense of the Company, to obtain advice and assistance in respect of any matters relating to its duties, responsibilities and powers as provided for or imposed by this Charter or otherwise by law or the by-laws of the Company.

V. ROLES & RESPONSIBILITIES

The Committee shall have the roles and responsibilities set out below, as well as any other functions that are specifically delegated to the Committee by the Board. In addition to these roles and responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company.

(a) Review of Accounting and Financial Reporting Matters

• 1. Review the Company's interim and annual financial statements, management's discussion & analysis (the "MD&A"), and any earnings press releases prior to their Board approval and public disclosure.
• 1. Following such review with management and (as applicable) the Company's Auditors, recommend to the Board whether to approve the annual or interim financial statements and MD&A and any other filings with the securities commissions.
• 1. Monitor, with assistance from the Company's Auditors as appropriate, the integrity of the financial statements of the Company before submission to the Board, focusing particularly on:
• (a) significant accounting policies and practices and any changes in such accounting policies and practices;
• (b) major judgment areas including significant estimates and key assumptions;
• (c) significant adjustments resulting from the audit;
• (d) the going concern assumption;
• (e) compliance with accounting standards including the effects on the financial statements of alternative methods within generally accepted accounting principles;
• (f) the Company's Auditors' judgment about the quality of the accounting principles applied in the Company's financial reporting;

• (g) compliance with stock exchange and legal requirements;

• (h) the extent to which the financial statements are affected by any unusual transactions;

• (i) significant off-balance sheet and contingent asset and liabilities and the related disclosures;
• (j) any significant interim review audit findings during the year, including the status of previous audit recommendations; and
• (k) all related party transactions with the required disclosures in the financial statements.
• 1. On an as-needed basis, review with the Company's legal counsel and management all legal and regulatory matters and litigation, claims or contingencies, including tax assessments, that could have a material effect upon the financial position of the Company, and the manner in which these matters may be, or have been, disclosed in the financial statements.

(b) Relationship with the Company's Auditors

• 1. Consider and make recommendations to the Board, for the Board to put to the shareholders of the Company for their approval at the next annual meeting, in relation to the appointment, reappointment or removal of the Company's Auditors, and to approve the compensation of the Company's Auditors for the annual audit, interim reviews and any other audit-related services.
• 1. Require the Company's Auditors to report directly to the Committee.
• 1. Discuss with the Company's Auditors, before an audit commences, the nature and scope of the audit, and other relevant matters.
• 1. Review and monitor the independence, objectivity and performance of the Company's Auditors and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements.
• 1. Evaluate any proposed hiring by the Company of a partner, employee, or former partner or employee of the present or former auditor of the Company.
• 1. Discuss problems and reservations arising from an audit, and any matters the Company's Auditors may wish to discuss (in the absence of management where necessary).
• 1. Review the Company's Auditors' management letter and management's response.
• 1. Pre-approve the engagement of the Company's Auditors to supply any non-audit services to the Company, taking into account relevant legal and professional association guidance regarding the provision of non-audit services by the Company's Auditors and the preservation of their independence.
• 1. Consider the major findings of the Company's Auditors and management's responses, including the resolution of disagreements between management and the Company's Auditors regarding financial reporting.

(c) Review of Disclosure Controls & Procedures ("DC&P") and Internal Controls Over Financial Reporting ("ICFR")

1. On at least an annual basis, and with assistance from the Company's Disclosure Committee, consider the effectiveness of the Company's Corporate Disclosure Policy.

2. 1. In conjunction with each fiscal year-end, review management's assessment of the design and effectiveness of the Company's DC&P including any control deficiencies identified and the related remediation plans for any significant or material deficiencies.
3. 1. In conjunction with each fiscal year-end, review management's assessment of the design and effectiveness of the Company's ICFR including any control deficiencies identified and the related remediation plans for any significant or material deficiencies.
4. 1. Review and discuss any fraud or alleged fraud involving management or other employees who have a role in the Company's ICFR and the related corrective and disciplinary action to be taken.
5. 1. On at least an annual basis, discuss with management any significant changes or proposed changes in the ICFR.
6. 1. Review and discuss with the CEO and the CFO the procedures undertaken in connection with their certifications for the annual and interim filings with the securities commissions.
7. 1. Review the adequacy of internal controls and procedures related to any corporate transactions in which directors or officers of the Company have a personal interest, including the expense accounts of senior officers of the Company and officers' use of corporate assets.

(d) Review of Financing and Insurance

• 1. Review the adequacy of the Company's insurance policies.
• 1. Review all major proposed financings of the Company and its subsidiaries in the context of the Company's financing strategy.

(e) Financial Risk Management

• 1. Review with the CEO and CFO and the Company's Auditors their assessment of the significant financial risks and exposures of the Company, and discuss with management the steps which the Company has taken to monitor and control such exposures.
• 1. Review current and expected future compliance with covenants under any financing agreements.
• 1. Review any other significant financial exposures including such things as tax audits, government audits or any other activities that expose the Company to the risk of a material financial loss.
• 1. Report the results of such reviews to the Board for the purpose of assisting the Board in identifying the principal business risks associated with the business of the Company.

(f) Establishment of Procedures for Accounting-Related Complaints

• 1. Establish procedures for:
• (a) the receipt, retention and handling of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;
• (b) the confidential, anonymous submission by employees of the Company or others of concerns regarding questionable accounting or auditing matters; and

(c) the investigation of such matters with appropriate follow-up action.

VI. COMMITTEE EFFECTIVENESS PROCEDURES

The Committee shall review this Charter on an annual basis, or more often as required, to ensure that it remains adequate and relevant and that it incorporates any material changes in statutory and regulatory requirements. Such review shall also include self-evaluation of the Committee's performance in implementing this Charter.

Prior to the beginning of each fiscal year, the Committee shall adopt an annual planner for the meetings to be held during the upcoming year in order to ensure compliance with the requirements of this Charter.

The procedures outlined in this Charter are meant to serve as guidelines, and the Committee may adopt such different or additional procedures as it deems necessary from time to time.

Members of the Committee shall be reimbursed for any expenses incurred in connection with obtaining appropriate training to enhance their understanding of auditing, accounting, regulatory and industry issues applicable to the Company.

New Committee members shall be provided with an informal orientation program to educate them on the Company, their responsibilities on the Committee, and the Company's financial reporting and accounting practices.

VII. ADOPTION

This Charter has been adopted by resolution of the Board effective April 19, 2021.

Appendix "B"

Option Plan

TRU PRECIOUS METALS CORP.

Stock Option Plan (2021)

The Board of Directors of TRU Precious Metals Corp. (the "Corporation") wishes to establish a stock option plan (the "Plan") governing the issuance of stock options (the "Stock Options") to directors, officers, employees and consultants of the Corporation or subsidiaries (as the meaning is ascribed thereto pursuant to applicable securities legislation) of the Corporation who are providing services to the Corporation or subsidiaries of the Corporation on an on-going basis, or have provided or are expected to provide a service or services of considerable value to the Corporation or its subsidiaries.

The terms and conditions of the Plan for issuance of Stock Options are as follows:

1. Purposes

The principal purposes of the Plan are:

• (a) to retain and attract qualified directors, officers, employees and consultants which the Corporation and its subsidiaries require;
• (b) to promote a proprietary interest in the Corporation and its subsidiaries;
• (c) to provide an incentive element in compensation; and
• (d) to promote the profitability of the Corporation and its subsidiaries.

2. Reservation of Shares

The maximum number of common shares of the Corporation ("Common Shares") reserved from time to time for issuance pursuant to Stock Options granted pursuant to the Plan to Eligible Optionees (as defined below) shall not exceed 10% of the outstanding Common Shares, provided that such number of unissued Common Shares issuable upon exercise of Stock Options granted under the Plan plus the number of Common Shares reserved for issuance under all other equity incentive plans of the Corporation, including, but not limited to, the restricted share unit plan of the Corporation, shall not exceed 20% of the issued and outstanding Common Shares on a nondiluted basis at any time.

3. Eligibility

Stock Options shall be granted only to persons, firms or corporations ("Eligible Optionees"):

• (a) who are employees (full-time or part-time), officers or directors of the Corporation or its subsidiaries, or consultants who are engaged to provide services to the Corporation or its subsidiaries on an on-going basis under a written contract with the Corporation and spends or will spend a significant amount of time and attention on the affairs of the Corporation or its subsidiaries, and
• (b) who the Board of Directors of the Corporation (the "Board of Directors" or the "Board") determines should receive Stock Options,

provided that the participation of the Eligible Optionees in the Plan is voluntary.

Stock Options may also be granted to corporations which are controlled by an Eligible Optionee. Unless the context otherwise requires, the term Eligible Optionee as used herein, shall include any such corporation. No Stock Options shall be granted pursuant to this Section 3 unless such Eligible Optionee is a bona fide employee, officer, director or consultant of the Corporation or a subsidiary of the Corporation.

For greater certainty and without limiting the discretion conferred on the Board of Directors pursuant to Subsection 3(b) above, the Board of Directors' decision to approve the grant of a Stock Option in any year shall not require the Board of Directors to approve the grant of a Stock Option to an Eligible Optionee in any other year; nor shall the Board of Directors' decision with respect to the size or terms and conditions of a Stock Option in any year require it to approve the grant of a Stock Option of the same size or with the same terms and conditions to any Eligible Optionee in any other year. The Board of Directors shall not be precluded from approving the grant of a Stock Option to any Eligible Optionee solely because the Eligible Optionee may previously have been granted a Stock Option under the Plan or any other security based compensation arrangement in which there is an issuance from treasury or potential issuance from treasury of securities of the Corporation ("Security Based Compensation Arrangement"). No Eligible Optionee has any claim or right to be granted a Stock Option, except as expressly provided in a stock option agreement entered into by the Eligible Optionee and the Corporation pursuant to the terms of the Plan (a "Stock Option Agreement"). In addition, nothing in the Plan or in any Stock Option Agreement shall confer upon any holder of a Stock Option the right to continue in the employ of the Corporation or a subsidiary of the Corporation, to be entitled to any remuneration or benefits not set forth in the Plan or a Stock Option Agreement or to interfere with or limit in any way the right of the Corporation or a "subsidiary" of the Corporation to terminate the Stock Option holder's employment.

4. Granting of Stock Options

The Board of Directors may from time to time grant Stock Options to Eligible Optionees. At the time a Stock Option is granted, the Board of Directors shall determine the number of Common Shares purchasable under the Stock Option, the date when the Stock Option is to become effective and, subject to the other provisions of the Plan, all other terms and conditions of the Stock Option. All grants of Stock Options shall be subject to the following terms and conditions:

• (a) an Eligible Optionee may hold more than one Stock Option at any time; however, no one Eligible Optionee can receive Stock Options that, when combined with any other Security Based Compensation Arrangement, will entitle the Eligible Optionee to purchase more than 5% of the outstanding issue;
• (b) the number of Common Shares reserved for issuance at any time to insiders pursuant to Stock Options that, when combined with the number of Common Shares issuable pursuant to any other Security Based Compensation Arrangement, may not exceed 10% of the outstanding issue;
• (c) there may not be issued to insiders, within a one-year period, a number of Common Shares that, when combined with any other Security Based Compensation Arrangement, will exceed 10% of the outstanding issue;

• (d) there may not be issued to any one insider and such insider's associates, within a oneyear period, a number of Common Shares that, when combined with any other Security Based Compensation Arrangement, will exceed 5% of the outstanding issue;

• (e) the number of Common Shares reserved for issuance pursuant to options granted to any one consultant, within a one-year period, shall not exceed 2% of the total number of Common Shares then outstanding; and

• (f) the number of Common Shares reserved for issuance pursuant to options granted to an employee conducting Investor Relations Activities, within a one-year period, shall not exceed an aggregate of 2% of the total number of Common Shares then outstanding.

The aforementioned limits on the number of Common Shares reserved for issuance may be formulated on a diluted basis with the consent of the TSX Venture Exchange (the "Exchange") if such consent is required pursuant to the rules of such Exchange.

The terms "insider" and "associates" have the meanings ascribed thereto pursuant to applicable securities legislation, and the term "outstanding issue" means the number of Common Shares outstanding immediately prior to the share issuance in question. Any Stock Options granted to a corporation referred to in Section 3 hereof shall be included in the calculation of the Stock Options held by a related person.

5. Exercise Price

• (a) The exercise price of each Stock Option shall be determined in the discretion of the Board of Directors at the time of the granting of the Stock Option, provided that the exercise price shall not be lower than the "Discounted Market Price" (as such term is defined in Exchange policies) of the Common Shares at the time the Stock Option is granted; provided that if the Common Shares are not listed on any stock exchange, the market price shall be such price as is determined by the Board of Directors, acting in good faith.
• (b) Disinterested Shareholder approval will be obtained for any reduction in the exercise price of the Stock Options if the Optionee is an Insider of the Corporation at the time of the proposed amendment.

6. Term and Exercise Periods

All Stock Options shall be for a term and exercisable from time to time as determined in the discretion of the Board of Directors at the time of the granting of the Stock Options, provided that no Stock Option shall have a term exceeding ten (10) years, and by way of example, without limiting the generality of the foregoing or the discretion of the Board, the Board of Directors may determine:

• (a) that a Stock Option is exercisable only during the term of employment of or provision of services by the Eligible Optionee receiving it or during such term and for a limited period of time after termination of employment or cessation of services, as applicable;
• (b) that a Stock Option can be exercisable for a period of time of up to one year after death, or for a period of time or for its remaining term after the Permanent Disability (as hereinafter defined) of an Eligible Optionee;

• (c) that only a portion of a Stock Option is exercisable in a specified period;

• (d) that the unexercised portion of a Stock Option is "cumulative" so that any portion of a Stock Option exercisable (but not exercised) in a specified period may be exercised in subsequent periods until the Stock Option terminates;

• (e) that if the Eligible Optionee ceases to be a director, officer or employee of the Corporation or any of its subsidiaries or a consultant to the Corporation or any of its subsidiaries for any reason whatsoever (other than as a result of death or the permanent disability of the Eligible Optionee as determined by agreement between the Eligible Optionee (or his legal representative) and the Corporation, or by a medical doctor or other health care specialist mutually selected by the Corporation and the Eligible Optionee (or, if they cannot agree on the selection of the doctor or specialist, a doctor or specialist appointed by a court having jurisdiction) ("Permanent Disability")), the Eligible Optionee may, but only within ninety (90) days after the Eligible Optionee's ceasing to be a director, officer, employee or consultant or prior to the expiration date in respect of the Stock Option, whichever is earlier, exercise any Stock Option held by the Eligible Optionee, but only to the extent that the Eligible Optionee was entitled to exercise the Stock Option at the date of such cessation;
• (f) options granted to an Optionee engaged in Investor Relations Activities must expire within a certain number of days after the Optionee ceases to be employed to provide Investor Relations Activities;

and other appropriate terms in other circumstances, such as if the Corporation shall resolve to sell all or substantially all of its assets, to liquidate or dissolve, or to merge, amalgamate, consolidate or be absorbed with or into any other corporation, if a take-over bid is made for Common Shares , or if any change of control of the Corporation occurs, subject to the provisions of Section 11 with respect to Unsolicited Offers (as defined below).

In the event that (a) the date determined by the Board of Directors on which a Stock Option will expire falls within a period of time imposed by the Corporation, pursuant to the Corporation's policies, upon certain designated persons during which those persons may not trade in any securities of the Corporation (a "Black-Out Period") or (b) expiry of a Stock Option falls within five (5) business days after a Black-Out Period (not including a Black-Out Period imposed due to a cease trade order), the expiry date of such Stock Option shall be ten (10) business days from the date any Black-Out Period ends.

7. Non-Assignability

Stock Options shall not be assignable or transferable by an Eligible Optionee, except: (a) for a limited right of assignment to allow the exercise of Stock Options by an Eligible Optionee's legal representative in the event of death or Permanent Disability, subject to the terms upon which the Stock Option is granted; and (b) with the approval of the Board of Directors and the Exchange if approval of the Exchange is required pursuant to the rules of such Exchange, there is a right to transfer such Stock Options to a corporation controlled by the Eligible Optionee and whollyowned by the Eligible Optionee and his or her spouse or children.

8. Payment of Exercise Price

Except as provided in Section 9, all Common Shares issued pursuant to the exercise of a Stock Option shall be paid for in full in Canadian funds at the time of exercise of the Stock Option and prior to the issue of the shares. All Common Shares issued in accordance with the foregoing shall be issued as fully paid and non-assessable Common Shares.

9. Non-Exercise

The automatic "reloading" of Stock Options upon the exercise of Stock Options is permitted under the Plan. If any Stock Options granted under the Plan shall expire, terminate or be cancelled or surrendered for any reason without having been exercised in full, any unpurchased Common Shares to which such Stock Options relate shall be available for the purposes of the granting of further Stock Options under the Plan; however, at no time shall there be outstanding Stock Options exceeding in the aggregate the number of Common Shares reserved for issuance pursuant to Stock Options under the Plan.

10. Change of Control

Notwithstanding the terms of the Plan, where an Unsolicited Offer for the Common Shares is made, if approved by the Board, all unexercised and unvested outstanding Stock Options granted under the Plan shall vest and become immediately exercisable in respect of any and all Common Shares for which the holder of Stock Options has not exercised the Stock Options (notwithstanding that an agreement relating to the grant of Stock Options states that those Stock Options are exercisable only during a later period or year).

For the purposes hereof, an "Unsolicited Offer" means an Offer in respect of which neither the Board of Directors nor management of the Corporation solicited, sought out, or otherwise arranged for the offeror party to make such Offer. For the purposes hereof, "Offer" means an offer made generally to the holders of Common Shares in one or more jurisdictions to acquire, directly or indirectly, the Common Shares and which is in the nature of a "takeover bid" as defined in the Securities Act (Ontario) and, where the Common Shares are listed and posted for trading on an Exchange, not exempt from the formal bid requirements of the Securities Act (Ontario). Any Stock Option remaining unexercised following the earlier of the withdrawal of such Unsolicited Offer and the expiry of such Unsolicited Offer in accordance with its terms again becomes subject to the original terms of the agreement relating to the grant of Stock Options as if the Unsolicited Offer had not been made.

11. Adjustment in Certain Circumstances

In the event:

• (a) of any change in the Common Shares of the Corporation through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or
• (b) of any stock dividend to holders of Common Shares of the Corporation (other than such stock dividends issued at the option of shareholders of the Corporation in lieu of substantially equivalent cash dividends); or
• (c) that any rights are granted to all or substantially all of the holders of Common Shares to purchase Common Shares at prices substantially below fair market value; or
• (d) that as a result of any recapitalization, merger, consolidation or otherwise the Common Shares are converted into or exchangeable for any other shares;

then in any such case the Board of Directors may make such adjustment in the Plan and in the Stock Options granted under the Plan as the Board of Directors may in its sole discretion (and without shareholder approval) deem appropriate to prevent substantial dilution or enlargement of the rights granted to, or available for, holders of Stock Options, and such adjustments may be included in the Stock Options.

12. Expenses

All expenses in connection with the Plan shall be borne by the Corporation.

13. Compliance with Laws

The Corporation shall not be obliged to issue any shares upon exercise of Stock Options if the issue would violate any law or regulation or any rule of any governmental authority or Exchange. The Corporation shall not be required to issue, register or qualify for resale any shares issuable upon exercise of Stock Options pursuant to the provisions of a prospectus or similar document, provided that the Corporation shall notify the applicable regulatory bodies of the existence of the Plan and the issuance and exercise of Stock Options.

14. Form of Stock Option Agreement

All Stock Options shall be issued by the Corporation in a form which meets the general requirements and conditions set forth in the Plan and the applicable regulatory bodies.

15. Amendments and Termination of Plan

The Corporation retains the right to amend from time to time or to suspend, terminate or discontinue the terms and conditions of the Plan by resolution of the Board. Any amendments shall be subject to the prior consent of any applicable regulatory bodies. Any amendment to the Plan shall take effect only with respect to Stock Options granted after the effective date of such amendment, provided that it may apply to any outstanding Stock Options with the mutual consent of the Corporation and the Eligible Optionees to whom such Stock Options have been granted. The Board of Directors shall have the power and authority to approve amendments relating to the Plan or to Stock Options, without further approval of the shareholders, to the extent that such amendment:

• (a) is for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;
• (b) is necessary to comply with applicable law or the requirements of any Exchange on which the Common Shares are listed;
• (c) is an amendment to the Plan respecting administration and eligibility for participation under the Plan;
• (d) changes the terms and conditions on which Stock Options may be or have been granted pursuant to the Plan including changes to the vesting provisions, early termination provisions, term of such Stock Options and other terms (excluding any change in the exercise price of such Stock Options);
• (e) alters, extends or accelerates the terms of vesting applicable to any Stock Option;
• (f) changes the termination provisions of a Stock Option or the Plan which does not entail an extension beyond the original expiry date; or

(g) is an amendment to the Plan of a "housekeeping nature",

provided that in the case of any alteration, amendment or variance referred to in paragraph (a) or (b) of this section 15 the alteration, amendment or variance does not:

• (h) amend the number of Common Shares issuable under the Plan;
• (i) add any form of financial assistance by the Corporation for the exercise of any Stock Option;
• (j) result in a material or unreasonable dilution in the number of outstanding Common Shares or any material benefit to an Eligible Optionee; or
• (k) change the class of eligible participants to the Plan which would have the potential of broadening or increasing participation by insiders of the Corporation (as the term "insider" has the meaning ascribed thereto pursuant to applicable securities legislation).

Without limiting the generality of the foregoing, if the Board of Directors proposes to increase the number of Common Shares issuable under the Plan, reduce the exercise price for Stock Options granted to insiders or to extend the term of Stock Options granted to insiders of the Corporation pursuant to the Plan (unless the extension is due to the expiry of the term of the Stock Options occurring during a Black-Out Period or within five business days after a Black-Out Period or pursuant to an extension applicable in the case of death or Permanent Disability), such amendments will require shareholder approval. Extensions of the term of Stock Options granted to Eligible Optionees (other than insiders) may be subject to regulatory approval of any regulatory authority or Exchange but shall not require shareholder approval.

16. Administration

The Plan shall be administered by the Board of Directors. The Board of Directors shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board of Directors shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to shareholder approval if required by an Exchange.

17. Delegation of Administration of the Plan

Subject to the Business Corporations Act (Ontario) or any other legislation governing the Corporation, the Board of Directors may delegate to one or more directors or officers of the Corporation, on such terms as it considers appropriate, all or any part of the powers, duties and functions relating to the granting of Stock Options and the administration of the Plan.

18. Applicable Law

The Plan shall be governed by and construed in accordance with the laws in force in the Province of Ontario.

19. Stock Exchange

To the extent applicable, the issuance of any Common Shares pursuant to Stock Options issued pursuant to the Plan is subject to approval of the Plan by the Exchange, and the Plan shall be subject to the ongoing requirements of such Exchange.

20. Effective Date

The Plan shall take effect on the date of its adoption by the Board, being June 28, 2021.

Any Stock Options granted prior to such approvals shall be conditional upon such approval being given and no Stock Option may be exercised unless such approval is given.

Appendix "C"

RSU Plan

TRU PRECIOUS METALS CORP.

RESTRICTED SHARE UNIT PLAN

[x], 2021

ARTICLE 1 PURPOSE

Purpose

The purpose of this Restricted Share Unit Plan (the "Plan") is to provide certain Directors, Employees and Consultants of the Corporation and its Related Entities with the opportunity to acquire Restricted Share Units of the Corporation in order to enable them to participate in the long-term success of the Corporation and to promote a greater alignment of their interests with the interests of the Corporation's shareholders.

ARTICLE 2 INTERPRETATION

Definitions

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

• (a) "Account" means an account maintained for each Participant on the books of the Corporation that will be credited with RSUs in accordance with the terms of the Plan;
• (b) "Applicable Withholding Amounts" is defined in Section 4.9;
• (c) "Approved Leave of Absence" means a leave of absence from full time employment with the Corporation or affiliate thereof that is provided for in the policies, plans or regulations of the Corporation or its affiliates or that is approved by management of the Corporation, including, without limitation, maternity and parental leave in accordance with the Corporation's (or its affiliates') policies or plans related to Short-Term Disability or Long-Term Disability;
• (d) "Award" means a grant of RSUs under the Plan;
• (e) "Award Date" means a date on which RSUs are awarded to a Participant in accordance with Section 4.1;
• (f) "Award Notice" means a notice substantially in the form set out in Schedule A attached hereto and containing such other terms and conditions relating to an award of RSUs as the Committee may prescribe;

• (g) "Blackout Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of an RSU;

• (h) "Board" means the board of directors of the Corporation;

• (i) "Business Day" means any day other than a Saturday or Sunday on which the Exchange is open for trading;
• (j) "Cause" means "Just Cause" as defined in the Participant's employment agreement with the Corporation or one of its Related Entities, or if such term is not defined therein or if the Participant has not entered into an employment agreement with the Corporation or one of its Related Entities, then as such term is defined by applicable law, and shall include, without limitation, the occurrence of one of the following events with respect to the Participant: (i) has materially breached any written agreement between the Participant and the Corporation; (ii) is convicted of a criminal offence relating to duties of the Participant, including any for breach of trust or fraud; (iii) has refused to comply with a lawful order or direction of the Corporation or the Board; (iv) has engaged in negligence or incompetence in carrying out the duties and responsibilities of his or her position in a diligent, professional and efficient manner; or (v) has been involved in any other act, omission, or misconduct which constitutes just cause at common law;
• (k) "Committee" means any committee of the Board as may be appointed by the Board to administer the Plan; provided, however, that if the Board has not appointed a committee of the Board to administer the Plan, all references in the Plan to "Committee" shall at such time be in reference to the Board;
• (l) "Common Shares" means the common shares in the capital of the Corporation as presently constituted or, in the event of an adjustment contemplated by Section 4.18, such other number or type of securities as the Committee may determine;
• (m) "Consultant" means "Consultant" or "Consultant Corporation" as defined in Policy 4.4 of the TSXV Corporate Finance Manual;
• (n) "Control Change" means the occurrence of any of:
• (i) any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Corporation or any of its affiliates or subsidiary) thereafter acquires the direct or indirect "beneficial ownership" (as defined in the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Corporation with any other person, an arrangement, a capital reorganization or any other business combination or reorganization;
• (ii) the sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Corporation);
• (iii) the occurrence of a transaction requiring approval of the Corporation's security holders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in

concert (other than an exchange of securities with a wholly-owned subsidiary of the Corporation); or

• (iv) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;
• (o) "Control Change Period" means the period commencing on the date of occurrence of a Control Change and ending twelve months after that date;
• (p) "Director" means a director of the Corporation;
• (q) "Eligible Person" means a Person entitled to participate in the Plan in accordance with Section 3.4;
• (r) "Employee" means an officer or employee of the Corporation or a Related Entity of the Corporation, or such Person as may be so designated by the Committee;
• (s) "Exchange" means the TSX Venture Exchange, any successor thereto and any other stock exchange on which the Common Shares are then listed for trading, as applicable;
• (t) "Exchange Policies" means, if and for so long as the Corporation's Common Shares are listed on the Exchange, the policies included in the TSX Venture Exchange Corporate Finance Manual as amended from time to time and "Exchange Policy" means any one of them;
• (u) "Expiry Time" means 4:00 p.m. (Toronto time) on the last day of the RSU Term;
• (v) "Fair Market Value" means, at any date, the closing price of the Common Shares on the Exchange on the date prior to that date, or, if the Common Shares are not then listed and posted for trading on any stock exchange, then it shall be the fair market value per Common Share as determined by the Board in its sole discretion;
• (w) "Good Reason" means "Good Reason" as defined in the Participant's employment agreement with the Corporation or one of its Related Entities, or if such term is not defined therein or if the Participant has not entered into an employment agreement with the Corporation or one of its Related Entities, then it means:
• (i) without the express written consent of the Participant, the assignment to the Participant of any duties materially inconsistent with the Participant's position, duties and responsibilities with the Corporation immediately prior to such assignment or any removal of the Participant from, or any failure to re-elect the Participant to, material positions, duties and responsibilities with the Corporation;
• (ii) a material reduction in total compensation, including annual base salary, incentive compensation, benefits (including pension, life insurance, health and accident benefits) and perquisites the Participant was receiving immediately prior to insolvency or a Control Change; or

• (iii) any reason which would be considered to amount to constructive dismissal by a Court of competent jurisdiction;

• (y) "Investor Relations Activities" has the meaning ascribed thereto in Policy 1.1 of the TSXV Corporate Finance Manual;

• (z) "Long-Term Disability" means long term disability as that term is defined in the Corporation's long term disability policy or plans which are applicable to such Participant at the relevant time;
• (aa) "Notice of Acquisition" means a notice substantially in the form of Schedule B attached hereto from a Participant to the Corporation giving notice of the exercise of an RSU previously granted to the Participant;
• (bb) "Participant" means an Eligible Person who has been awarded RSUs under the Plan or to whom RSUs have been transferred in accordance with the Plan;
• (cc) "Payment Amount" means the amount determined in accordance with Section 4.7;
• (dd) "Performance Criteria" means such corporate and/or personal performance criteria as may be determined by the Committee in respect of the grant and/or vesting of RSUs to any Participant, which criteria may be applied to either the Corporation and its Related Entities as a whole or a Related Entity individually or in any combination, and measured either in total, incrementally or cumulatively over a calendar year or such other performance period as may be specified by the Committee in its sole discretion, on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group;
• (ee) "Person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, fund, organization or other group of organized persons, government, government regulatory authority, governmental department, agency, commission, board, tribunal, dispute settlement panel or body, bureau, court, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;
• (ff) "Plan" means this Restricted Share Unit Plan as amended, restated, supplemented or otherwise modified from time to time;
• (gg) "Related Entity" means a Person that is controlled by the Corporation;
• (hh) "Restricted RSUs" has the meaning as set out in Section 4.11;
• (ii) "Restricted Share Unit" or "RSU" means a unit equivalent in value to a Common Share, credited by means of a bookkeeping entry on the books of the Corporation in accordance with Article 4;

• (jj) "RSU Term" means the term during which a Participant may exercise a right to acquire a Common Share for any vested RSUs granted pursuant to the Plan;

• (kk) "Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation, including but not limited to the Exchange Policies;

• (ll) "Security Based Compensation Arrangements" means an option to purchase Common Shares, or a plan in respect thereof, or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to Directors, Employees or Consultants of the Corporation or its Related Entities;
• (mm) "Separation Date" means the last date on which the Participant is actively with the Corporation without regard to any contractual or common law notice period that might apply to such termination or any period during which the Participant receives termination or severance pay; and for greater certainty, in the event that a Participant is on an Approved Leave of Absence, they shall not be deemed to have ceased to be actively at work or to have ceased to be a full time employee;
• (nn) "Short-Term Disability" means short term disability as that term is defined in the Corporation's short term disability policy or plans which are applicable to such Participant at the relevant time;
• (oo) "Stock Option Plan" means the incentive stock option plan of the Corporation, as amended from time to time;
• (pp) "Tax Act" means the means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time; and
• (qq) "Vesting Date" means the date determined in accordance with Section 4.2.

Certain Rules of Interpretation

• (a) Whenever the Board or, where applicable, the Committee or any sub-delegate of the Committee is to exercise discretion in the administration of the terms and conditions of the Plan, the term "discretion" means the sole and absolute discretion of the Board or the Committee or the sub-delegate of the Committee, as the case may be.
• (b) As used herein, the terms "Article" and "Section" mean and refer to the specified Article or Section of the Plan.
• (c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.
• (d) Unless otherwise specified, all references to money amounts are to Canadian currency.
• (e) A Person (First Person) is considered to "control" another Person (Second Person) if the First Person, directly or indirectly, has the power to direct the management and policies of the Second Person by virtue of:

• (i) ownership of or direction over voting securities in the Second Person;

• (ii) a written agreement or indenture;

• (iii) being the general partner or controlling the general partner of the Second Person; or
• (iv) being a trustee of the Second Person.

ARTICLE 3 ADMINISTRATION

Administration of the Plan

Subject to Sections 3.2 and 3.3, the Plan will be administered by the Committee and the Committee has sole and complete authority, in its discretion, to:

• (a) interpret the Plan and prescribe, modify and rescind rules and regulations relating to the Plan;
• (b) exercise rights reserved to the Corporation under the Plan;
• (c) determine Performance Criteria (if any);
• (d) determine vesting schedules (if any);
• (e) prescribe forms for notices to be prescribed by the Corporation under the Plan; and
• (f) make all other determinations and take all other actions as it considers necessary or advisable for the implementation and administration of the Plan.

The Committee's determinations and actions under the Plan are final, conclusive and binding on the Corporation, the Participants and all other Persons.

To the extent permitted by applicable law, the Committee may, from time to time, delegate to any specified officer of the Corporation all or any of the powers of the Committee under the Plan. In such event, the specified officer will exercise the powers delegated to it by the Committee in the manner and on the terms authorized by the Committee. Any decision made or action taken by the Committee or the specified officer arising out of or in connection with the administration or interpretation of the Plan in this context is final, binding and conclusive on the Corporation, any custodian appointed in respect of the Plan, the Participants and all other Persons.

Notwithstanding Sections 3.1 and 3.2, oversight and ultimate responsibility for the Plan resides with the Board. At any time and from time to time, the Board may, in its discretion, take any action or make any decision that is otherwise delegated to the Committee pursuant to Section 3.1.

Eligibility

All Directors, Employees and Consultants of the Corporation and its Related Entities are eligible to participate in the Plan, but actual participation of any Person is at the discretion of the Committee or the Board.

Limitation on Rights

Nothing in the Plan shall confer on any Employee, Consultant, or Director any right to be designated as an Eligible Person or to be granted any RSUs. The Corporation reserves the right to restrict eligibility or otherwise limit the number of Persons eligible for participation in the Plan at any time. Eligibility to participate in the Plan does not confer upon any Person a right to receive an award of RSUs pursuant to the Plan and an Award of RSUs to an Eligible Person on an Award Date shall not be construed to create a right to an Award on a subsequent Award Date. It shall be the responsibility of the Corporation and the Eligible Person to ensure that such Eligible Person is a bona fide Eligible Person. Notwithstanding any other provision of the Plan, Consultants of the Corporation and its Related Entities who are retained to provide Investor Relations Activities are not eligible to participate in the Plan.

Any RSU granted under the Plan shall be subject to the requirement that the Corporation has the right to place any restriction or legend on any securities issued pursuant to the Plan including, without limitation, the placing of a legend to the effect that the securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registration or an exemption from registration is available.

Consistency With Other Agreements

Notwithstanding the general terms and conditions of the Plan and any Award Notice, the terms and conditions of any Award of RSUs granted under the Plan shall, to the greatest extent possible, be made consistent with the terms and conditions of any written agreement between the Corporation and/or a Related Entity on the one hand and the Participant on the other hand, in so far as such agreement provides for the treatment of share incentives. In the event of any conflict between any written employment agreement and the Plan or any Award Notice, the written employment agreement shall govern.

Taxes

Each Participant shall be solely responsible for personal income tax payable (and any other tax, levy or charge of any description) with respect to participation in the Plan, including with respect to any payment received by the Participant in respect of vested RSUs under the Plan, although the Corporation is authorized to deduct Applicable Withholding Amounts from such payments.

ARTICLE 4 AWARDS OF RESTRICTED SHARE UNITS

Awards of Restricted Share Units

Subject to the provisions of the Plan and such other terms and conditions as the Committee or the Board may prescribe, the Committee may, from time to time, award RSUs in its discretion to any Eligible Person. RSUs so awarded shall be credited to an Account maintained for each Participant on the books of the Corporation as of the Award Date. The Committee, in its sole discretion, shall designate Eligible Persons and determine the number and vesting of RSUs to be granted to each Eligible Person. Such grants may have one or more Redemption Dates in order to allow for different vesting dates of the RSUs.

Vesting Period and RSU Term

Each Award will vest on the dates and/or the satisfaction of the Performance Criteria (each a "Vesting Date") specified by the Committee on the Award Date and reflected in the Award Notice. The RSU Term shall be determined by the Committee on the Award Date and reflected in the Award Notice, and subject to Section 4.12, shall not exceed ten years from the Award Date. Each RSU outstanding and all rights thereunder shall expire at the Expiry Time, but shall be subject to earlier termination in accordance with Sections 4.12 and 4.14 of the Plan.

Award Notice

All Awards of RSUs under Section 4.1 of the Plan will be evidenced by Award Notices. Such Award Notices will be subject to the applicable provisions of the Plan and will contain such provisions as are required by the Plan and any other provisions that the Committee may direct. Any one officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Notice to each Participant.

Credits for Dividends

A Participant's Account shall be credited with additional RSUs as of each dividend payment date in respect of which cash dividends are paid on Common Shares. The number of additional RSUs to be credited to a Participant's Account shall be computed by dividing:

• (a) the dividends that would have been paid to such Participant if each RSU in the Participant's Account on the relevant dividend record date had been one Common Share, by
• (b) the Fair Market Value of the Common Shares determined as of the date of payment of such dividend.

Any fractional RSUs resulting from such calculation shall be rounded to the nearest whole number. For greater certainty, a fractional entitlement that is equal to or greater than 0.5 shall be rounded up to the next greater whole number and a fractional entitlement that is less than 0.5 shall be rounded down to the next lesser whole number. Any such additional RSUs credited to the Participant's Account shall vest in proportion to and shall be paid under Section 4.6 in the same manner as the RSUs to which they relate. The foregoing does not obligate the Corporation to pay dividends on Common Shares and nothing in the Plan shall be interpreted as creating such an obligation.

Reporting of Restricted Share Units

Statements of the RSU Accounts will be available to Participants upon request of such Participant to any Plan administrator.

Allotment of Common Shares for Issuance by the Corporation

The Corporation shall allot for issuance from treasury such number of Common Shares corresponding to the maximum number of Common Shares that may be deliverable to Participants under the Plan.

Acquisition of Vested RSUs

A Participant or, if Section 4.14 applies, the Participant's estate, who wishes to acquire a Common Share for any vested RSUs may do so by delivering: (i) a completed Notice of Acquisition to the Corporation on or before the Expiry Time; and (ii) a certified cheque or bank draft payable to the Corporation for the Applicable Withholding Amounts (as defined herein) as may be required pursuant to Section 4.9, following which the Corporation shall issue, within ten days following receipt of the Notice of Acquisition, and subject to such applicable residual withholding, if any, as the Corporation determines in its discretion should then be imposed to meet related withholding or remittance obligations under applicable law, one Common Share for each RSU in the Participant's Account that the Participant has included on the Notice of Acquisition (the "Payment Amount"). The RSUs in respect of which Common Shares are issued shall be cancelled and no further issuances shall be made to the Participant under the Plan in relation to such RSUs.

The Corporation shall register and deliver certificates for such Common Shares to the Participant by first class insured mail, unless the Corporation shall have received alternative instructions from the Participant for the registration and/or delivery of the certificates.

When a Participant is otherwise entitled to receive the Payment Amount, the Corporation shall, as a condition of issuance of the Common Shares relating to such Payment Amount, have the right to require the Participant to remit to the Corporation such amount or amounts as the Corporation determines in its discretion should be so remitted in order to satisfy or allow the Corporation to satisfy any federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld and/or remitted with respect to the payment of the Payment Amount or any other taxable event arising as a result of the Plan (the "Applicable Withholding Amounts"). At the Corporation's discretion, the Corporation may also choose to require satisfaction of all or any part of the Applicable Withholding Amounts by:

• (a) the tendering by the Participant of a cash payment to the Corporation in an amount less than or equal to the Applicable Withholding Amount;
• (b) the withholding by the Corporation from the Common Shares otherwise payable to the Participant such number of Common Shares as it determines to be withheld (including any excess then determined by the Corporation in its discretion) and sold by the Corporation, as trustee, to satisfy the Applicable Withholding Amount (net of selling costs, which shall be paid by the Participant). The Participant consents to such sale and grants to the Corporation an irrevocable power of attorney to effect the sale of such Common Shares and acknowledges and agrees that the Corporation does not accept responsibility for the price obtained on the sale of such Common Shares; and/or
• (c) the withholding by the Corporation from any cash payment otherwise due to the Participant (for any reason whatsoever) such amount of cash as is less than or equal to the amount of the Applicable Withholding Amount;

provided, however, that the sum of any cash so paid or withheld and the fair market value of any Common Shares so withheld is equal to or greater than the Applicable Withholding Amount.

Participants (and their beneficiaries or any other Persons claiming thereby) shall be responsible for all taxes with respect to participation in the Plan, any RSUs granted under the Plan, receipt of a Payment Amount or otherwise, arising in any way whatsoever. The Corporation and the Board make no guarantees or representations to any Person regarding the tax status of the Plan or RSUs, tax treatment of an RSU award or issuances of Common Shares made under the Plan, tax impact of any decisions or determinations made by the Committee in the administration of the Plan, or otherwise, and none of the Corporation or any of its directors, officers, employees, representatives or counsel shall have any liability to a Participant with respect thereto.

If the Expiry Time for an RSU falls within any Blackout Period or within ten Business Days (being a day other than a Saturday, Sunday or other than a day when banks in Toronto, Ontario are not generally open for business) following the end of any Blackout Period (the "Restricted RSUs"), then, unless the Participant or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in - 10 -

respect of the Corporation's securities, the Expiry Time of such Restricted RSUs shall, without any further action, be extended to the date that is ten Business Days following the end of such Blackout Period notwithstanding any other term of the Plan.

Resignation or Termination

• Notwithstanding Section 4.7, and subject to any express resolution passed by the Committee, if:
• (a) a Participant's employment or service with the Corporation or the Related Entity is terminated, whether or not for Cause; or
• (b) a Participant resigns from employment or service with the Corporation or a Related Entity,

then,

• (c) any RSUs granted to the Participant under the Plan which have not yet vested or been deemed to be vested, on or before the Separation Date for the Participant are forfeited and cancelled effective on the Separation Date and shall terminate without payment and shall be of no further force or effect from and after the Separation Date; and
• (d) the Participant may, but only within the 30 days following the Separation Date, deliver a completed Notice of Acquisition to the Corporation to acquire Common Shares for previously vested RSUs (if any) and following such 30 day period, any vested RSUs in respect of which the Participant has not delivered a completed Notice of Acquisition to the Corporation shall be forfeited and cancelled effective at 4:00 p.m. (Toronto time) on such 30th day and shall terminate without payment and shall be of no further force or effect from and after such time.

Leave of Absence

In the event a Participant takes a leave of absence, other than an Approved Leave of Absence, all RSUs granted to the Participant under the Plan that have not then vested shall terminate and be null and void, subject to the Board's sole and absolute discretion to determine otherwise and applicable law.

Death of Participant

Notwithstanding Section 4.2, but subject to any express resolution passed by the Committee, upon the death of a Participant, any RSUs granted to the Participant under the Plan which, as of the date of the death of a Participant have not yet vested, shall immediately vest. Notwithstanding Section 4.2, upon the death of a Participant, any RSUs granted to the Participant under the Plan shall be forfeited and cancelled without payment and shall be of no further force or effect effective at 4:00 p.m. (Toronto time) on the date that is 90 days following the date of death of a Participant unless the RSUs are exercised by the heirs or administrators of the Participant prior to such date.

Control Change

In the circumstances where the Corporation has entered into an agreement relating to, or otherwise becomes aware of, a transaction which, if completed, would result in a Control Change, the Corporation shall give written notice of the proposed transaction to the Participants, together with a description of the effect of such Control Change on outstanding RSUs. Such notice shall be given not less than ten Business Days prior to the closing of the transaction resulting in the Control Change.

Notwithstanding anything else in the Plan or any Award Notice, the Committee may, in connection with a Control Change and at its sole option and without the consent of any Participant:

• (a) take such steps as the Committee considers desirable, taking into account any tax consequences to the extent considered relevant by the Committee, to cause the conversion or exchange of any outstanding RSUs into or for, rights or other securities of substantially equivalent value (or greater value), as determined by the Committee in its discretion, in any entity participating in or resulting from a Control Change;
• (b) accelerate the vesting of any or all outstanding RSUs to provide that, notwithstanding Section 4.2 or any Award Notice, such outstanding RSUs shall be fully vested upon (or immediately prior to) the completion of the transaction resulting in the Control Change; or
• (c) determine that a Participant who is no longer an Eligible Person as a result of or in anticipation of a Control Change shall continue to be a Participant and Eligible Person for purposes of the Plan, but subject to such terms and conditions, if any, established by the Committee in its sole discretion.

If, before the Vesting Date with respect to any RSUs granted to the Participant under the Plan, the Participant's service as a Director ceases, or the Participant's service as an Employee of the Corporation or of a Related Entity is terminated by the Corporation or the Related Entity (or by the Participant as contemplated below in subsection 4.16(b)) in circumstances where such cessation or termination occurs:

• (a) subsequent to a Control Change and during the Control Change Period and such cessation or termination was:
• (i) for any reason whatsoever other than death or termination for Cause; or
• (ii) for Good Reason and the Participant gives notice to the Corporation to that effect and after thirty days the Corporation does not cure the act or omission which constitutes Good Reason; or
• (b) prior to the date on which a Control Change occurs and it is reasonably demonstrated that such termination:
• (i) was at the request of a third party who has taken steps reasonably calculated to effect a Control Change; or
• (ii) arose in connection with or anticipation of a Control Change,

then the Award shall immediately vest on the Separation Date and the Payment Amount shall be equal to the number of Common Shares determined on the Separation Date multiplied by the number of RSUs in the Participant's Account, net of Applicable Withholding Amounts. Notwithstanding the foregoing provisions of Section 4.15, Section 4.16 and Section 4.17, the Committee may, in its sole and absolute discretion, provide in the Award Notice evidencing the Award a provision to the effect that Section 4.15, Section 4.16 and Section 4.17 shall not apply in respect of that Award or shall apply on such modified basis as is expressly set forth in such Award Notice.

Adjustments to Restricted Share Units

In the event of any subdivision, consolidation, stock dividend, capital reorganization, reclassification, exchange, or other change with respect to the Common Shares, or a consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or substantially all of the property of the Corporation or other distribution of the Corporation's assets to shareholders (other than the payment of dividends in respect of the Common Shares as contemplated by Section 4.4), the Committee may choose to adjust the Account of each Participant and the RSUs outstanding under the Plan in such manner, if any, as the Committee may in its discretion deem appropriate (taking into account any tax consequences to the extent considered relevant by the Committee) to preserve the Account of each Participant and the RSUs outstanding under the Plan shall be adjusted in such manner, if any, as the Committee may in its discretion deem appropriate to preserve, proportionally, the interests of Participants under the Plan. For greater certainty and notwithstanding any other provision of the Plan, in no event shall a Participant be or become entitled to receive any amount of cash from the Corporation.

Discretion to Permit Vesting

Notwithstanding anything contained in this Article 4, the Committee may, in its sole discretion, subject to such terms and conditions (if any) established by the Committee in its sole discretion, at any time prior to or following the events contemplated therein, permit:

• (a) Persons previously entitled to participate in the Plan to continue to be a Participant for purposes of the Plan;
• (b) the vesting or accelerated vesting of any or all RSUs held by a Participant; and
• (c) the payment of the Payment Amount in respect of such RSUs in the manner and on the terms authorized by the Committee.

Common Shares Reserved

The maximum number of Common Shares which may be reserved for issuance under the Plan at any time shall be 6,657,789 Common Shares, subject to adjustment under Section 4.18 or as required by Exchange Policies, or such greater number of Common Shares as may be permitted by Exchange Policies upon being duly approved by the Board and, if required by Exchange Policies, by the shareholders of the Corporation. The number of Common Shares subject to any RSU (or any portion thereof) that has expired or is forfeited, surrendered, cancelled or otherwise terminated, shall, in each case, automatically become available to be made the subject of new RSUs under the Plan.

All subject to Exchange Policies, the aggregate number of Common Shares reserved for issuance to any one (1) Eligible Person under RSUs granted in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares determined at the Award Date. The aggregate number of Common Shares reserved for issuance to an Eligible Person who is a consultant in a 12 month period shall not exceed 2% of the issued and outstanding Common Shares determined at the Award Date.

ARTICLE 5 GENERAL

Amendment, Suspension or Termination of the Plan

The Committee may from time to time amend or suspend the Plan, in whole or in part, and may at any time terminate the Plan without prior notice. However, any such amendment, suspension or termination shall not adversely affect the RSUs previously granted to a Participant at the time of such amendment, suspension or termination, without the consent of the affected Participant.

If the Committee suspends or terminates the Plan, no new RSUs will be credited to the account of a Participant; however, previously credited RSUs shall remain outstanding but shall not be entitled to dividend credits following suspension or termination, unless at the time of suspension or termination the Committee determines that the entitlement to dividend credits during suspension or after termination, as applicable, should be continued.

The Committee shall not require the consent of any affected Participant in connection with a termination of the Plan in which the vesting of all RSUs held by the Participant are accelerated and the Payment Amount (less Applicable Withholding Amount) is paid to the Participant in respect of all such RSUs.

The Plan will terminate on the date upon which such termination is confirmed by a resolution of the Committee.

The Corporation will be required to obtain disinterested shareholder approval for any amendment of the Plan related to:

• (a) any increase to the number or percentage of issued and outstanding Common Shares available for grant under the Plan;
• (b) a change in method of calculation of redemption of RSUs held by Eligible Persons; and
• (c) an extension to the term for redemption of RSUs held by Eligible Persons, except in the case of an extension due to a Blackout Period in accordance with Section 4.12.

Compliance with Laws and the Plan

The administration of the Plan shall be subject to and made in conformity with all applicable laws and any regulations of a duly constituted regulatory authority. If any provision of the Plan or any RSU contravenes any law or any policy, order, by-law or regulation of any regulatory body or the Exchange, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

Without limiting the generality of the foregoing, the Board may take such steps and require such documentation from any Participant as the Board may determine are desirable to ensure compliance with all applicable laws and legal requirements, including all applicable corporate laws and Securities Laws, and any political subdivisions thereof, and the by-laws, rules and regulations of the Exchange and any applicable provisions of the Tax Act or the income tax legislation of any other jurisdiction.

In the event that a RSU is granted or a Awards Notice is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant RSUs on terms different from those set out in the Plan, the RSU or the grant of such RSU shall not be in any way void or invalidated, but the RSU so granted will be adjusted to become, in all respects, in conformity with the Plan.

Participant's Entitlement

Except as otherwise provided in the Plan, RSUs previously granted under the Plan, whether or not then vested, are not affected by any change in the relationship between, or ownership of, the Corporation and a Related Entity. For greater certainty, all RSUs remain valid in accordance with the terms and conditions of the Plan and are not affected by reason only that, at any time, a Related Entity ceases to be a Related Entity.

Reorganization of the Corporation

The existence of any RSUs shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or to create or issue any bonds, debentures, shares or other securities of the Corporation or to amend or modify the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation, or any amalgamation, combination, merger or consolidation involving the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Costs of Administration

The Corporation will be responsible for all costs relating to the administration of the Plan except that the participant shall pay all brokerage fees related to their own brokerage account(s) to which Common Shares are delivered pursuant to Section 4.7.

Assignment

An RSU is personal to the Participant and is non-assignable. No RSU granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession or the laws of descent and distribution, and any attempt to do so will cause such RSU to be null and void. A vested RSU shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of descent and distribution may redeem any vested RSUs in accordance with the provisions of Article 4.

Rights and obligations under the Plan may be assigned by the Corporation (without the consent of the Participants) to a successor in the business of the Corporation, any Corporation resulting from any amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any corporation acquiring all or substantially all of the assets or business of the Corporation.

No Shareholder Rights

Under no circumstances shall RSUs be considered Common Shares or other securities of the Corporation, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares or other securities of the Corporation, nor shall any Participant be considered the owner of Common Shares by virtue of the Award of RSUs.

Participation is Voluntary; No Additional Rights

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or service nor a commitment on the part of the Corporation to ensure the continued employment or service of such Participant. Nothing in the Plan shall be construed to provide the Participant with any rights whatsoever to participate or to continue participation in the Plan, or to compensation or damages in lieu of participation, whether upon termination of the Participant's employment or service or otherwise. The Corporation does not assume responsibility for the personal income tax liability or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

Market Fluctuations

No amount will be paid to, or in respect of, a Participant under the Plan to compensate the Participant for a downward fluctuation in the price of Common Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. For greater certainty and notwithstanding any other provision of the Plan, a Participant will in no event be or become entitled to receive any amount of cash from the Corporation in respect of participation in the Plan. The Corporation makes no representations or warranties to Participants with respect to the Plan or the Common Shares whatsoever. In seeking the benefits of participation in the Plan, a Participant agrees to accept all risks associated with a decline in the market price of Common Shares.

Right to Funds

Neither the establishment of the Plan nor the granting of Restricted Share Units under the Plan shall be deemed to create a trust. Amounts payable to any Eligible Person under the Plan shall be a general, unsecured obligation of the Corporation. The right of Eligible Persons to receive payment pursuant to the Plan shall be no greater than the right of other unsecured creditors of the Corporation.

Participant Information

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer to the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian in respect of the Plan and any other third parties in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant's behalf.

Indemnification

Every Director will at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such Director may sustain or incur by reason of any action, suit or proceeding, taken or threatened against the Director, otherwise than by the Corporation, for or in respect of any act done or omitted by the Director in respect of the Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgment rendered therein.

Governing Law

The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflict of laws.

SCHEDULE "A"

RESTRICTED SHARE UNIT PLAN FORM OF AWARD NOTICE

To: [Name] [Position]

TRU Precious Metals Corp. (the "Corporation") hereby grants the following to you in accordance with and subject to the terms, conditions and restrictions of this award notice together with the provisions of the Restricted Share Unit Plan of the Corporation (the "Plan") dated [insert date]:

Date of Grant:	[insert date]
Number of RSUs Awarded:	[insert number]
RSU Term/Expiry Time:	[insert time, not exceeding 10 years from award date]
Performance Criteria (if any):	[insert criteria or reference any attached schedule]

Subject to any acceleration in vesting as provided in the Plan and approved by the Board, the RSUs granted in this award vest as follows:

% of RSUs Which Vest	# of RSUs Which Vest	Vesting Date
[insert]%	[insert]	[insert]
[insert]%	[insert]	[insert]
[insert]%	[insert]	[insert]

In order to receive Common Shares representing your Award, complete and deliver a Notice of Acquisition in accordance with the terms of the Plan prior to the Expiry Time or earlier, as required or permitted under the Plan, together with a certified cheque or bank draft payable to the Corporation for the Applicable Withholding Amount as determined by the Corporation.

The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Award Notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

TRU PRECIOUS METALS CORP.

By: ____________________________________

Authorized Signatory

SCHEDULE "B"

RESTRICTED SHARE UNIT PLAN FORM OF NOTICE OF ACQUISITION

To: TRU Precious Metals Corp. (the "Corporation") From: ________________________________________ Please be advised that effective ________________, I wish to exercise my Award to acquire _____________ Common Shares of the Corporation in accordance with the terms of the Award Notice dated _______________, and the Restricted Share Unit Plan of the Corporation (the "Plan"). Additionally, I enclose a certified cheque or bank draft in payment of \$______________ in respect of an amount equal to the Applicable Withholding Amount for such acquisition of Common Shares. The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Notice of Acquisition and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan. Dated: ________________________________________ Please issue ______________ Common Shares registered as follows: ______________________________ ______________________________________________ No. of certificates: ________________ No. of Common Shares: _______________ Name: ________________________________________________________________ Address: ________________________________________________________________ տ Cheque or bank draft attached ______________________________ ______________________________

(Signature) (Date)

Appendix "D"

By-Laws

TRU PRECIOUS METALS CORP.

(the "Corporation")

BY-LAW NO. 1

A by-law relating generally to the transaction of the business and affairs of the Corporation.

CONTENTS

Article 1	-	Interpretation
Article 2	-	Business of the Corporation
Article 3	-	Borrowing and Debt Obligations
Article 4	-	Directors
Article 5	-	Committees
Article 6	-	Officers
Article 7	-	Protection of Directors, Officers and Others
Article 8	-	Shares
Article 9	-	Dividends and Rights
Article 10	-	Meetings of Shareholders
Article 11	-	Notices
Article 12	-	Forum Selection
Article 13	-	Effective Date

	1
	INTERPRETATION 1
1.1	Definitions. 1
1.2	Interpretation. 2
1.3	Number. 2
1.4	Gender. 2
1.5	Headings. 2
1.6	Conflict with Unanimous Shareholder Agreement. 2
	2
	BUSINESS OF THE CORPORATION 2
2.1	Registered Office. 2
2.2	Books and Records. 2
2.3	Corporate Seal. 3
2.4	Financial Year. 3
2.5	Execution of Contracts, Etc. 3
2.6	Banking Arrangements. 3
2.7	Voting Securities in Other Issuers. 4
2.8	Divisions. 4
	4
	BORROWING AND DEBT OBLIGATIONS 4
3.1	Borrowing Power. 4
3.2	Delegation. 5
	5
	DIRECTORS 5
4.1	Number of Directors and Quorum. 5
4.2	Qualification. 5
4.3	Election and Term. 5
4.4	Removal of Directors. 5
4.5	Termination of Office. 5
4.6	Vacancies 6
4.7	Action by the Board. 6
4.8	Participation 6
4.9	Place of Meetings. 6
4.10	Calling of Meetings. 6
4.11	Notice of Meeting. 6
4.12	First Meeting of New Board. 6
4.13	Adjourned Meeting. 6
4.14	Regular Meetings. 7
4.15	Chairperson. 7
4.16	Votes to Govern 7
4.17	Conflict of Interest. 7
4.18 4.19	Remuneration and Expenses. 7 Resolution in Writing by Directors. 7

	8
	COMMITTEES 8
5.1	Committees of the Board. 8
5.2	Audit Committee. 8
5.3	Transaction of Business. 8
5.4	Advisory Committees. 8
5.5	Procedure. 8
5.6	Limits on Authority. 8
	9
	OFFICERS 9
6.1	Positions and Appointment. 9
6.2	President. 9
6.3	Secretary. 9
6.4	Treasurer. 10
6.5	Powers and Duties. 10
6.6	Term of Office. 10
6.7	Terms of Employment and Remuneration. 10
6.8	Disclosure of Interest. 10
6.9	Agents and Attorneys. 10
6.10	Fidelity Bonds. 10
	10
	PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 10
7.1	Limitation of Liability. 10
7.2	Indemnity. 11
7.3	Insurance. 11
	11
	SHARES 11
8.1	Allotment of Shares. 11
8.2	Commissions. 11
8.3	Transfer Agents and Registrars. 11
8.4	Registration of a Share Transfer. 12
8.5	Lien for Indebtedness. 12
8.6	Non-Recognition of Trusts. 12
8.7	Share Certificates. 12
8.8	Replacement of Share Certificates. 12
8.9	Joint Holders 12
8.10	Deceased Shareholders. 12
	13
	DIVIDENDS AND RIGHTS 13
9.1	Dividends. 13
9.2	Dividend Cheques. 13
9.3	Non-Receipt of Cheques. 13
9.4	Record Date for Dividends and Rights. 13
9.5	Unclaimed Dividends. 13
	13
	MEETINGS OF SHAREHOLDERS 13

10.1	Annual Meetings. 13
10.2	Special Meetings. 13
10.3	Place of Meetings. 14
10.4	Meetings Held by Electronic Means. 14
10.5	Notice of Meetings. 14
10.6	List of Shareholders Entitled to Notice. 14
10.7	Record Date for Notice. 14
10.8	Meetings Without Notice. 14
10.9	Chairperson, Secretary and Scrutineers. 15
10.10	Persons Entitled to be Present. 15
10.11	Participation in Meeting by Electronic Means. 15
10.12	(a) Quorum. 15
	(b) Separate Class Vote. 16
10.13	Right to Vote. 16
10.14	Proxyholders and Representatives. 16
10.15	Time for Deposit of Proxies. 17
10.16	Joint Shareholders. 17
10.17	Votes to Govern 17
10.18	Show of Hands. 17
10.19	Ballots. 17
10.20	Electronic Voting. 17
10.21	Adjournment. 17
10.22	Resolution in Writing by Shareholders. 18
10.23	Only One Shareholder. 18
	18
	NOTICES 18
11.1	Method of Giving Notices. 18
11.2	Notice to Joint Holders. 19
11.3	Computation of Time. 19
11.4	Undelivered Notices. 19
11.5	Omissions and Errors. 19
11.6	Persons Entitled by Death or Operation of Law. 19
11.7	Waiver of Notice. 19
	19
	FORUM SELECTION 19
12.1	Forum for Adjudication of Certain Disputes. 19
	20
	EFFECTIVE DATE 20
13.1	Effective Date. 20
13.2	Repeal. 20

BE IT ENACTED as a by-law of the Corporation as follows:

INTERPRETATION

Definitions. In the by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Business Corporations Act (Ontario) and any statute that may be substituted therefor, as from time to time amended;

"Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory in Canada, as from time to time amended, the written rules, regulations and forms made or promulgated under any such legislation and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province or territory of Canada;

"appoint" includes "elect" and vice versa;

"articles" means the articles of continuance of the Corporation, as from time to time amended or restated;

"board" means the board of directors of the Corporation and "director" means a member of the board;

"by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect;

"cheque" includes a bank draft;

"day" means a clear day and a period of days shall be deemed to commence on the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or a holiday;

"meeting of shareholders" includes an annual meeting of shareholders, a special meeting of shareholders and an annual and special meeting of shareholders;

"non-business day" means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act (Ontario), as from time to time amended;

"ordinary resolution" means a resolution that is: (i) submitted to a meeting of the shareholders of a corporation and passed, with or without amendment, at the meeting by at least a majority of the votes cast; or (ii) signed by at least a majority of the shareholders entitled to vote on that resolution;

"person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

"recorded address" means: (i) in the case of a shareholder, the address of the shareholder as recorded in the securities register; (ii) in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; (iii) in the case of an officer, auditor or member of a committee of the board, the latest address as recorded in the records of the Corporation; and (iv) in the case of a director, the latest address as recorded in the records of the Corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is more current;

"signing officer" means, in relation to any instrument, any person authorized to sign the instrument on behalf of the Corporation by or pursuant to section 2.5;

"special meeting of shareholders" includes a meeting of any class, classes or series of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

"special resolution" means a resolution: (i) passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution; or (ii) signed by all the shareholders entitled to vote on that resolution; and

"unanimous shareholder agreement" means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

Interpretation. Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein.

Number. Words importing the singular number include the plural and vice versa.

Gender. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

Headings. Headings are inserted in this by-law for reference purposes only and are not to be considered or taken into account in construing the terms or provisions hereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

Conflict with Unanimous Shareholder Agreement. Where any provision in the by-laws conflicts with any provision of any unanimous shareholder agreement, the provision of such unanimous shareholder agreement shall govern.

BUSINESS OF THE CORPORATION

Registered Office. Until changed in accordance with the Act, the registered office of the Corporation shall be within the municipality or geographic township within Ontario initially specified in the articles and thereafter as the shareholders may, from time to time, determine by special resolution, and at such location therein as the board may, from time to time, determine by resolution.

Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its securities register, books of account and minute books, and which may be maintained in a bound or loose-leaf book or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases). The Corporation shall make such records available for inspection pursuant to applicable law.

Corporate Seal. The corporate seal of the Corporation, if adopted, shall be in such form as the board may by resolution, from time to time, adopt. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if adopted, is not affixed to it.

Financial Year. The financial year of the Corporation shall end on such date in each year as shall be determined, from time to time, by resolution of the board. The financial year of the Corporation as at the date hereof is December 31.

Execution of Contracts, Etc. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any one director or officer of the Corporation, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board shall have the power, from time to time, by resolution to appoint any one or more officers or other persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The corporate seal of the Corporation, if adopted, may be affixed to contracts, documents or instruments in writing signed by an officer or person appointed by resolution of the board.

The term "contracts, documents or instruments in writing" as used in this by-law shall include, without limitation, agreements, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, movable or immovable, powers of attorney, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures, notes or other securities, instruments of proxy and all paper writings.

Without limiting the generality of the foregoing, any one director or officer is authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Corporation and to sign and execute (under the corporate seal, if adopted, of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveyancing any such securities.

Subject to the Act and applicable electronic commerce legislation, any contracts, documents or instruments required to be created or provided in writing and required or permitted to be executed by one or more persons on behalf of the Corporation may be: (i) created in electronic document form and provided by electronic means; (ii) signed by mechanically reproduced signature or electronic signature, which signature or signatures shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the person or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of delivery or issue of such contract, document or instrument in writing; and (iii) executed in separate counterparts, each of which when duly executed by one or more of such persons shall be an original and all such counterparts together shall constitute one and the same such contract, document or instrument in writing. Notwithstanding the foregoing, the board may, from time to time, direct the manner in which and the person or persons by whom any particular contract, document or instrument in writing, or class of contracts, documents or instruments in writing, may or shall be signed.

Banking Arrangements. The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor shall be transacted with such banks, trust companies or other persons as may, from time to time, be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may, from time to time, prescribe or authorize.

Voting Securities in Other Issuers. The person or persons authorized under section 2.5 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the person executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board may, from time to time, direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

Divisions. The board may cause the business and operations of the Corporation, or any part thereof, to be divided or segregated into one or more divisions having regard to, without limitation, the character or type of businesses or operations, geographical territories, product lines or goods or services as the board may consider appropriate in each case. From time to time, the board, or any officer authorized by the board, may authorize, upon such basis as may be considered appropriate in each case:

• (a) Sub-Division and Consolidation the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;
• (b) Name the designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the legal name of the Corporation; provided that the Corporation shall set out its legal name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation; and
• (c) Officers the appointment of officers for any such division or other sub-unit, the determination of their powers and duties, and the removal of any such officer so appointed, without prejudice to such officer's rights under any employment contract or in law, provided that any such officers shall not, as such, be officers of the Corporation, unless expressly designated as such.

BORROWING AND DEBT OBLIGATIONS

Borrowing Power. Without limiting the borrowing powers of the Corporation as set forth in the Act, the board may, from time to time, on behalf of the Corporation, without authorization of the shareholders:

• (a) borrow money upon the credit of the Corporation;
• (b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantees of the Corporation, whether secured or unsecured;
• (c) to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and
• (d) charge, mortgage, hypothecate, pledge, or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable,

property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

Delegation. The board may, from time to time, delegate to a committee of the board, one or more directors or officers of the Corporation or any other person as may be designated by the board all or any of the powers conferred on the board by section 3.1 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.

DIRECTORS

Number of Directors and Quorum. Until changed in accordance with the Act, the board shall consist of the number of directors, within the minimum and maximum number of directors provided for in the articles, as is determined by special resolution or, if such special resolution empowers the board to determine the number, by a resolution of the board; provided, however, that in the latter case, the directors may not, between meetings of shareholders, increase the number of directors on the board to a total number greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders. Except as provided under section 4.17, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors determined in the manner set forth above; provided that where the board consists of fewer than three directors, all directors shall constitute a quorum at any meeting of the board.

Qualification. The following persons are disqualified from being a director of the Corporation: (i) a person who is less than 18 years of age; (ii) a person who has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; (iii) a person who is not an individual; or (iv) a person who has the status of bankrupt. A director need not be a shareholder.

Election and Term. The election of directors shall take place at the first meeting and thereafter at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The election shall be by ordinary resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

Removal of Directors. Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at an annual meeting or special meeting called for such purpose remove any director or directors from office and the vacancy created by such removal may be filled at the same meeting failing which, provided a quorum remains in office, it may be filled by the board. Where the holders of any class or series of shares of the Corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

Termination of Office. A director ceases to hold office when the director: (i) dies; (ii) is removed from office by the shareholders; (iii) ceases to be qualified for election as a director; or (iv) sends or delivers to the Corporation a written resignation or, if a time is specified in such resignation, at the time so specified, whichever is later.

Vacancies. Subject to the provisions of the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number or, except as set out hereunder, in the maximum number of directors, as the case may be, or a failure to elect the number of directors required to be elected at any meeting of shareholders. Where the articles provide for a minimum and maximum number of directors and a special resolution has been passed empowering the directors to determine the number of directors, the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number of directors required by section 4.1, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy. If the directors fail to call a meeting or if there are no directors then in office, any shareholder may call the meeting. A director appointed or elected to fill a vacancy holds office for the unexpired term of that director's predecessor.

Action by the Board. Subject to any unanimous shareholder agreement, the board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to section 4.8, the powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

Participation. If all the directors of the Corporation present at or participating in a meeting consent, a director may participate in a meeting of the board or of a committee of the board by means of telephonic, electronic or other communication facility that permits all participants to communicate simultaneously and instantaneously with each other during the meeting. A director participating in a meeting by such means is deemed to be present in person at the meeting for the purposes of the Act. Any consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.

Place of Meetings. Meetings of the board may be held at any place within or outside Ontario and, in any financial year of the Corporation, any or all of the meetings of the board may be held at any place outside Canada.

Calling of Meetings. Meetings of the board shall be held, from time to time, at such place, at such time and on such day as the board, the chairperson of the board, the president (if the president is a director) or any two directors may determine.

Notice of Meeting. Notice of the time and place of each meeting of the board shall be given in the manner provided in section 11.1 to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A director may, in any manner and at any time, waive a notice of or otherwise consent to a meeting of the board and, subject to the Act, attendance of a director at a meeting of the board is a waiver of notice of the meeting.

First Meeting of New Board. Provided a quorum of directors is present, each newly elected board may hold its first meeting, without notice, immediately following the meeting of shareholders at which such board is elected.

Adjourned Meeting. Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

Regular Meetings. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

Chairperson. The chairperson of any meeting of the board shall be the first mentioned of the following officers as have been appointed and who is a director and is present at the meeting: chairperson of the board; president; chief executive officer; or a vice-president. If no such officer is present, the directors present shall choose one of their number to be chairperson. If the secretary of the Corporation is absent, the chairperson shall appoint some person, who need not be a director, to act as secretary of the meeting.

Votes to Govern. At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote.

Conflict of Interest. A director or officer of the Corporation who is a party to, or who is a director or an officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose the nature and extent of his or her interest at the time and in the manner provided by the Act. Any such contract or transaction or proposed contract or transaction shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the board or the shareholders. Such director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve such contract or transaction or proposed contract or proposed transaction unless the contract or transaction is:

• (a) one relating primarily to his or her remuneration as a director of the Corporation or an affiliate;
• (b) one for indemnity or insurance as specified under the Act; or
• (c) one with an affiliate.

If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of such director's interest in such contract or transaction, the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution. Where all the directors are required to make disclosure under this section, the contract or transaction may be approved only by the shareholders.

Remuneration and Expenses. Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may, from time to time, determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a director. The directors may also by resolution award special remuneration to any director in undertaking any special services on behalf of the Corporation other than the normal work ordinarily required of a director. The confirmation of any such resolution or resolutions by the shareholders shall not be required, except as required by law or regulation. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

Resolution in Writing by Directors. A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the directors unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act. A resolution in writing may be signed by the directors in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same resolution in writing, and by a director using a facsimile or other electronic signature, in which case the other directors, the Corporation and the shareholders are entitled to rely on such electronic signature as conclusive evidence that such resolution in writing has been duly executed by such director.

Only One Director. Where the Corporation has only one director, that director may constitute a meeting.

COMMITTEES

Committees of the Board. The board may, from time to time, establish (or dissolve) one or more committees of directors, however designated, and delegate to any such committee any of the powers and duties of the board, subject to the limitations on such delegation contained in the Act. The board may appoint and remove the members of each committee subject to the requirements of the Act.

Audit Committee. If the Corporation is an offering corporation within the meaning of the Act, the board shall, and the board otherwise may, appoint annually from among its number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates and all of whom must otherwise meet the requirements of applicable law. Each member of the audit committee shall hold office, at the pleasure of the board, until the next annual meeting of shareholders and, in any event, only so long as the director shall be a director. In addition to the powers and duties delegated by the board pursuant to section 5.1, the audit committee shall have the powers and duties provided in the Act and other applicable laws. The audit committee shall review the financial statements of the Corporation prior to approval thereof by the board. The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the audit committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the audit committee.

Transaction of Business. Subject to the provisions of section 4.8, the powers of a committee of directors appointed by the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at such place or places designated in section 4.9.

Advisory Committees. The board may, from time to time, appoint such advisory bodies as it may deem advisable.

Procedure. Unless otherwise determined by the board, each committee and advisory body shall have the power to fix its quorum (provided a quorum is not less than a majority of its members), to elect its chairperson, and to regulate its procedure.

Limits on Authority. Despite any other provision of this by-law, no managing director and no committee of directors appointed by the board has authority to:

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;

• (c) subject to the Act, issue securities except in the manner and on the terms authorized by the directors;
• (d) declare dividends;
• (e) purchase, redeem or otherwise acquire shares issued by the Corporation;
• (f) pay a commission referred to in the Act;
• (g) approve a management proxy circular referred to in the Act;
• (h) approve a take-over bid circular, directors' circular or issuer bid circular referred to in the Applicable Securities Laws;
• (i) approve any financial statements referred to in the Act (unless otherwise permitted under the Act and Applicable Securities Laws);
• (j) approve an amalgamation between the Corporation and: (i) its holding body corporate; (ii) any one or more of its subsidiaries; and (iii) any one or more corporations where the Corporation and any such corporations are subsidiaries of the same holding body corporate;
• (k) approve an amendment to the Corporation's articles to: (i) divide any class of unissued shares into series and determine the designation, rights, privileges, restrictions and conditions thereof, where the articles authorize the directors to approve such amendment; and (ii) change a Corporation's name that is a numbered name to a name that is not a numbered name; or
• (l) adopt, amend or repeal by-laws.

OFFICERS

Positions and Appointment. Subject to the articles or any unanimous shareholder agreement, the board may, from time to time, designate such offices of the Corporation and appoint such officers as the board may consider advisable, including, without limitation, a president, a secretary and a treasurer. None of such officers, other than a chairperson of the board, need be a director of the Corporation. Any two or more offices may be held by the same individual.

President. If appointed, the president shall, subject to the control of the board, have general supervision over the business and affairs of the Corporation, and he or she shall have such other powers and duties as the board may specify.

Secretary. If appointed, the secretary shall give or cause to be given as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he or she shall attend and be the secretary of all meetings of the board, shareholders and committees of the board; he or she shall enter or cause to be entered in the minute book of the Corporation minutes of all proceedings at such meetings and shall be custodian of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he or she shall have such other powers and duties as the board may specify.

Treasurer. If appointed, the treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the custody of the funds and securities of the Corporation; he or she shall render to the board whenever required an account of all his or her transactions as treasurer and of the financial position of the Corporation, except when some other officer or agent has been appointed for that purpose; and he or she shall have such other powers and duties as the board may specify.

Powers and Duties. Subject to the articles or any unanimous shareholder agreement, and unless otherwise provided in this Article Six, the powers and duties of each officer of the Corporation shall be such as the terms of their engagement call for or as provided, from time to time, by resolution of the board. In the absence of such terms of engagement or resolution, the respective officers shall have the powers and duties and shall discharge the duties customarily and usually held and performed by like offices of corporations similar in organization and business purposes to the Corporation subject to the control of the board. Any such officer may, from time to time, delegate any of his or her powers and duties to another officer or employee of the Corporation, and such delegate may exercise and perform such powers and duties, unless the board otherwise directs.

Term of Office. The board, in its discretion, may remove any officer of the Corporation, with or without cause, without prejudice to such officer's rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until his or her successor is appointed or until the earlier of his or her resignation or death. The board may appoint a person to an office to replace an officer who has been removed or who has ceased to be an officer for any other reason.

Terms of Employment and Remuneration. The terms of employment and the remuneration of an officer appointed by the board shall be settled by the board, from time to time.

Disclosure of Interest. An officer shall disclose to the Corporation any interest in a material contract or material transaction, whether made or proposed, with the Corporation in accordance with section 4.17 and the Act.

Agents and Attorneys. Subject to the provisions of the Act, the Corporation, by or under the authority of the board, shall have power, from time to time, to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management, administration or otherwise (including the power to sub-delegate) as may be thought fit.

Fidelity Bonds. The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may, from time to time, determine.

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Limitation of Liability. Every director and officer of the Corporation shall, in exercising the powers and discharging the duties of office, act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of such director or officer, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of such director's or officer's office or in relation thereto; unless the same are occasioned by such director's or officer's own willful neglect or fault; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

Indemnity. Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided:

• (a) the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation's request; and
• (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

The Corporation shall also indemnify such individual in such other circumstances as the Act permits or requires. Nothing in this by-law shall limit the right of any individual entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Insurance. Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of any individual referred to in section 7.2 against such liabilities and in such amounts as the board may, from time to time, determine and as permitted by the Act.

SHARES

Allotment of Shares. Subject to the Act, the articles or any unanimous shareholder agreement, the board may, from time to time, allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

Commissions. The board may, from time to time, authorize the Corporation to pay a reasonable commission to any person in consideration of the person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

Transfer Agents and Registrars. The board may, from time to time, appoint, for each class of securities issued by the Corporation: (a) a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons to keep branch registers; and (b) a registrar, trustee or agent to maintain a record of issued security certificates and, subject to the Act, one person may be appointed for the purposes of clauses (a) and (b) in respect of all securities of the Corporation or any class or classes thereof. The board may at any time terminate such appointment.

Registration of a Share Transfer. Subject to the provisions of the Act, no transfer of a share in respect of which a certificate has been issued shall be registered in a securities register except upon surrender of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may, from time to time, prescribe upon payment of all applicable taxes and a reasonable fee (not to exceed the amount permitted by the Act) prescribed by the board upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.5.

Lien for Indebtedness. Unless the Corporation is an offering corporation within the meaning of the Act, the Corporation has a lien on the shares registered in the name of a shareholder or the shareholder's legal representative for a debt of that shareholder owed to the Corporation, to the extent of such debt; and the directors may enforce such lien, subject to any other provision of the articles or to any unanimous shareholder agreement: (i) by applying any dividends or other distributions paid or payable on or in respect of the shares thereby affected in repayment of the debt of that shareholder to the Corporation; (ii) by the sale of the shares thereby affected; and/or (iii) by any other action, suit, remedy or proceeding authorized or permitted by law or by equity, and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

Non-Recognition of Trusts. Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share the person in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice or description in the Corporation's records or on the share certificate.

Share Certificates. The shares of the Corporation may be represented by certificates. Share certificates shall be in the form approved by the board. Certificates representing shares of each class or series shall be signed in accordance with section 2.5 and need not be under corporate seal. Any or all such signatures may be electronic signatures. Although any officer, transfer agent or registrar whose manual or electronic signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

Replacement of Share Certificates. The board or any officer or agent designated by the board may direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee (not to exceed the amount permitted by the Act) and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may, from time to time, prescribe, whether generally or in any particular case.

Joint Holders. If two or more persons are registered as joint holders of any share, the Corporation shall not be required to issue more than one certificate in respect thereof, and delivery of a certificate to one of several joint holders shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

Deceased Shareholders. In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof; except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agent.

DIVIDENDS AND RIGHTS

Dividends. Subject to the provisions of the Act and the articles, the board may, from time to time, declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

Dividend Cheques. A dividend payable in money shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which the dividend has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of such holder, unless such holder otherwise directs. In the case of joint holders, the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address, or to the first recorded address if there are more than one. The mailing of a cheque in accordance with this section, unless not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent in accordance with section 9.2, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses, and evidence of nonreceipt and of title as the board may, from time to time, prescribe, whether generally or in any particular case.

Record Date for Dividends and Rights. The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities; and notice of any such record date, unless waived in accordance with the Act, shall be given not less than seven days before such record date in the manner provided for by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

Unclaimed Dividends. Any dividend unclaimed after a period of four years from the date on which the same has been declared to be payable, or such longer period as may be required by applicable provincial legislation, shall be forfeited and shall revert to the Corporation.

MEETINGS OF SHAREHOLDERS

Annual Meetings. The annual meeting of shareholders shall be held at such time and on such day in each year and, subject to section 10.3, at such place as the board may, from time to time, determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors (unless the Corporation is exempted under the Act from appointing an auditor) and for the transaction of such other business as may properly be brought before the meeting.

Special Meetings. The board shall have power to call a special meeting of shareholders at any time.

14

Place of Meetings. Meetings of shareholders shall be held at: (i) the registered office of the Corporation: (ii) elsewhere in the municipality in which the head office is situate; or (iii) if the board shall so determine, at some other place within or outside Ontario.

Meetings Held by Electronic Means. The directors or shareholders who call a meeting of shareholders pursuant to the Act, may determine that the meeting shall be held, in accordance with the Act and the regulations thereto, by means of a telephonic, electronic or other communication facility that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Corporation makes provision for electronic voting at such meeting in accordance with the Act and section 10.20. Any person who participates in a meeting through those means shall be deemed for the purposes of the Act to be present in person at such meeting.

Notice of Meetings. Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Article Eleven not less than 10 days, unless the Corporation is an offering Corporation, in which case not less than 21 days, and in each case no more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than the consideration of minutes of an earlier meeting, consideration of the financial statements and auditor's report thereon (if any), election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasonable judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders, and, subject to the Act, attendance of any such shareholder or any such other person is a waiver of notice of the meeting.

List of Shareholders Entitled to Notice. For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting in accordance with the Act. If a record date for the meeting is fixed pursuant to section 10.7, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

Record Date for Notice. The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, as the record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall, unless waived in accordance with the Act, be given not less than seven days before such record date, by newspaper advertisement in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.

Meetings Without Notice. A meeting of shareholders may be held without notice at any time and place permitted by the Act: (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held; and (b) if the auditors and the directors are present or waive notice of, or otherwise consent to, such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such meeting, any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Ontario, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

Chairperson, Secretary and Scrutineers. The chairperson of any meeting of shareholders shall be the first mentioned of the following officers as have been appointed and who is present at the meeting: chairperson of the board, president or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairperson. If the secretary of the Corporation is absent, the chairperson of the meeting shall appoint a person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairperson of the meeting with the consent of the meeting.

Persons Entitled to be Present. The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation, if any, and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.

Participation in Meeting by Electronic Means. Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act and the by-laws, by means of telephonic, electronic or other communications facilities that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Corporation makes available such telephonic, electronic or other communications facility. A person participating in such a meeting is deemed to be present in person at the meeting and a shareholder or proxy holder entitled to vote at such a meeting may vote, in accordance with the Act, by means of the telephonic, electronic or other communications facility that the Corporation has made available for that purpose, whether such meeting is to be held at a designated place or solely by means of a telephonic, electronic or other communications facility.

(a) Quorum. Subject to the Act and to the reporting issue provision below, at each meeting of shareholders, holders of a majority of shares entitled to vote at a meeting of shareholders, present in person or represented by proxy, shall constitute a quorum. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

In the event that the Corporation is a reporting issuer, subject to any minimum quorum requirement for a shareholder meeting of any securities exchange upon which the Corporation's shares are listed, at each meeting of the shareholders, the holders of not less than 10% of the shares entitled to vote at a meeting of shareholders, present in person or represented by proxy, shall constitute a quorum. For the purposes of this section, "reporting issuer" includes:

• (ii) in the case of a corporation that is not a 'reporting issuer' for the purpose of Applicable Securities Laws, a corporation:
• (1) that has filed a prospectus, registration statement or similar document under any securities legislation in any jurisdiction within Canada or under the laws of a jurisdiction outside Canada;
• (2) any of the securities of which are listed and posted for trading by the Corporation on a stock exchange or quotation system in or outside Canada; or
• (3) that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation to which subparagraph (1) or (2) applies.

(b) Separate Class Vote. Subject to the Act, where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.

Right to Vote. Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to in section 10.6, every person who is named in such list shall be entitled to vote the shares shown thereon opposite that person's name at the meeting to which such list relates except to the extent that, where the Corporation has fixed a record date in respect of such meeting pursuant to section 10.7, such person has transferred any shares after such record date and the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established ownership of such shares, has demanded not later than 10 days before the meeting that the transferee's name be included in such list. In any such case, the transferee shall be entitled to vote the transferred shares at the meeting. At any meeting of shareholders for which the Corporation has not prepared the list referred to in section 10.6, every person shall be entitled to vote at the meeting who at the time of the commencement of the meeting is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.

Proxyholders and Representatives. Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be a shareholder, to attend and act as the shareholder's representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the shareholder's attorney or, if the shareholder is a body corporate, by an officer or attorney of such shareholder duly authorized, and shall conform to the requirements of the Act. Alternatively, a shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairperson of the meeting. Any such proxyholder or representative need not be a shareholder.

Time for Deposit of Proxies. The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours (excluding non-business days) before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in the notice or, if no time is specified in the notice, it has been received by the secretary of the Corporation or by the chairperson of the meeting or any adjournment thereof prior to the time of voting.

Joint Shareholders. If two or more persons hold shares jointly, any one of them present in person or duly represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

Votes to Govern. At any meeting of shareholders, every question shall, unless otherwise required by the articles, the by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes, either upon a show of hands or upon a poll, the chairperson of the meeting shall not be entitled to a second or casting vote in addition to the vote or votes to which the chairperson is entitled as a shareholder or proxy nominee.

Show of Hands. Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried, carried by a particular majority or defeated and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the question, and the result of the vote so taken shall be the decision of the shareholders upon the question.

Ballots. On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairperson of the meeting or any person who is present and entitled to vote, whether as shareholder, proxyholder or representative, on such questions at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairperson of the meeting shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken, each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

Electronic Voting. Any vote referred to in sections 10.18 and 10.19 may be held entirely by means of a telephonic, electronic or other communication facility if the Corporation makes available such a communication facility; provided the facility enables the votes to be gathered in a manner that permits their subsequent verification.

Adjournment. The chairperson at a meeting of shareholders may, with the consent of the meeting, adjourn the meeting, from time to time, and place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earlier meeting that it has been adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as if for an original meeting.

In addition, the chairperson at a meeting of shareholders may, without the consent of the meeting, if the electronic platform at a meeting of shareholders held in part or entirely by means of a telephonic, electronic or other communication facility has become inadequate for the purposes referred to in sections 10.4 and 10.20, interrupt or adjourn the meeting. All business conducted at that meeting of shareholders up to the time of that adjournment shall be valid.

Resolution in Writing by Shareholders. In the case of a corporation that is not a reporting issuer, and subject to the Corporation's articles or any unanimous shareholder agreement, an ordinary resolution in writing signed by at least a majority of the shareholders, or their attorney authorized in writing, entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the shareholders, unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act. Within 10 business days of an ordinary resolution being passed in writing, the Corporation shall issue a notice of the resolution to all voting shareholders who did not sign the written ordinary resolution, which notice shall include the text of the resolution and a description of and reasons for the business dealt with by the written resolution.

A special resolution in writing signed by all of the shareholders, or their attorney authorized in writing, entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the shareholders, unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act.

A resolution in writing may be signed by the shareholders in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same resolution in writing, and by a shareholder using a facsimile or other electronic signature, in which case the other shareholders, the Corporation and the directors are entitled to rely on such electronic signature as conclusive evidence that such resolution in writing has been duly executed by such shareholder.

Only One Shareholder. Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented by proxy constitutes a meeting.

NOTICES

Method of Giving Notices. Any notice, communication or other document to be given by the Corporation to a shareholder, director, officer, or auditor of the Corporation under any provision of the articles or by-laws shall be sufficiently given if: (i) delivered personally to the person to whom it is to be given; or (ii) delivered to such person's last address as shown on the records of the Corporation; or (iii) mailed by prepaid post in a sealed envelope addressed to such person at the last address shown on the records of the Corporation; or (iv) sent by electronic document in accordance with the Electronic Commerce Act, 2000 (Ontario) or electronic transmission, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases). A notice, communication or document so delivered shall be deemed to have been given when: (i) delivered personally, when it is delivered; (ii) delivered to such person's last address shown on the records of the Corporation, when delivered at the address aforesaid; (iii) mailed by prepaid post, on the fifth day after mailing, unless there are reasonable grounds for believing that the addressee did not receive the notice or document at that time or at all; and (iv) sent by way of electronic document, when it is sent through an information system used to generate, send, receive, store, or otherwise process an electronic document. The secretary may change the address on the records of the Corporation of any shareholder, director, officer, or auditor of the Corporation in accordance with any information believed by the secretary to be reliable.

Notice to Joint Holders. If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice addressed to one of such persons shall be sufficient notice to all of them.

Computation of Time. In computing the date when notice must be given under any provision of the articles or the by-laws requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

Undelivered Notices. If any notice given or document sent to a shareholder pursuant to section 11.1 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices or send further documents to the shareholder until the shareholder informs the Corporation in writing of the shareholder's new address.

Omissions and Errors. The accidental omission to give any notice to any shareholder, director, officer, auditor, or member of a committee of the board, or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

Persons Entitled by Death or Operation of Law. Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom that person derives title to such share prior to the name and address of that person being entered on the securities register (whether such notice was given before or after the happening of the event upon which the person became so entitled) and prior to the person furnishing to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.

Waiver of Notice. Any shareholder, proxyholder, other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to that person under any provision of the Act, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.

FORUM SELECTION

Forum for Adjudication of Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate Courts therefrom (or, failing such court, any other "court" as defined in the Act) having jurisdiction and the appellate Courts therefrom), shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Act or the articles or the by-laws of the Corporation (as either may be amended, from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the "affairs" (as defined in the Act) of the Corporation. If any action or proceeding, the subject matter of which is within the scope of the preceding sentence, is filed in a Court other than a Court located within the Province of Ontario (a "Foreign Action") in the name of any securityholder, such securityholder shall be deemed to have consented to: (a) the personal jurisdiction of the provincial and federal Courts located within the Province of Ontario in connection with any action or proceeding brought in any such Court to enforce the forum set out in the preceding sentence; and (b) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder's counsel in the Foreign Action as agent for such securityholder.

EFFECTIVE DATE

Effective Date. This by-law shall come into force when made by the board in accordance with the Act.

Repeal. All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue good and valid except to the extent inconsistent with this by-law and until amended or repealed.

***

The foregoing is the complete text of By-law No. 1 of the Corporation, as adopted by the board of the Corporation on [Ɣ], 2021.

DATED >Ɣ@, 2021.

______________________________ Joel Freudman President and Chief Executive Officer

Appendix "E"

Dissent Rights

SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Shareholder's Right To Dissent

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to:

• (a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,
• (b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,
• (b1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),
• (c) amalgamate with another corporation, otherwise than under section 184 or 187,
• (d) be continued under the laws of another jurisdiction under section 189, or
• (e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

• (a) at or before any meeting of shareholders at which the resolution is to be voted on, or
• (b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder's right to dissent.

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

• (a) by the corporation, or
• (b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

• (a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
• (b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.
• (9) Every offer made under subsection (7) shall
• (a) be made on the same terms, and
• (b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

• (11) A dissenting shareholder
• (a) is not required to give security for costs in respect of an application under subsection (6), and
• (b) except in special circumstances must not be required to pay the costs of the application or appraisal.
• (12) In connection with an application under subsection (6), the Court may give directions for
• (a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
• (b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
• (c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
• (d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
• (e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
• (f) the service of documents, and
• (g) the burden of proof on the parties.
• (13) On an application under subsection (6),
• (a) the Court shall make an order fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,
• (b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,
• (c) fixing the time within which the corporation must pay that amount to a shareholder, and
• (d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.
• (14) On
• (a) the action approved by the resolution from which the shareholder dissents becoming effective,
• (b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or
• (c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

• (15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).
• (16) Until one of the events mentioned in subsection (14) occurs,
• (a) the shareholder may withdraw the shareholder's dissent, or

(b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights, as a shareholder by reason of subsection (14) until the date of payment.

• (18) If subsection (20) applies, the corporation shall, within 10 days after
• (a) the pronouncement of an order under subsection (13), or
• (b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

• (a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
• (b) the realizable value of the corporation's assets would by reason of the payment be less than the aggregate of its liabilities.