Tuktu Resources Ltd. - AGM Information 2022

JASPER MINING CORPORATION

MANAGEMENT INFORMATION CIRCULAR DATED SEPTEMBER 14, 2022 FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 19, 2022

JASPER MINING CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 19, 2022

TO THE HOLDERS OF COMMON SHARES

Notice is hereby given that an annual and special meeting (the " Meeting ") of the holders (" Shareholders ") of common shares (" Common Shares ") of Jasper Mining Corporation (" Jasper " or the " Corporation ") will be held at the offices of Burnet, Duckworth & Palmer LLP located at 2400, 525 – 8[th] Avenue SW, Calgary, Alberta on Wednesday, October 19, 2022, at 10:00 a.m. (Calgary time) for the following purposes:

to receive the financial statements of the Corporation for the year ended December 31, 2021 and the auditor's report thereon;
to fix the number of directors to be elected at the Meeting at five (5);
to consider and, if thought appropriate, to elect directors of the Corporation;
to consider and, if thought appropriate, to appoint the auditors of the Corporation, authorizing the directors to fix their remuneration as such;
to consider and, if thought appropriate, to pass an ordinary resolution ratifying and approving the Corporation's amended and restated option plan (the " Amended and Restated Option Plan "), as more particularly described under " Matters to be Acted Upon at the Meeting – Ratification and Approval of Amended and Restated Option Plan " in the accompanying management information circular of the Corporation dated September 14, 2022 (the " Information Circular ");
to consider and, if thought appropriate, to pass an ordinary resolution ratifying and approving the grant of an aggregate of 5,050,000 options to purchase Common Shares (" Options ") to certain directors and officers under the Amended and Restated Option Plan, as more particularly described under " Matters to be Acted Upon at the Meeting – Ratification and Approval of Outstanding Options Granted to the New Management Team " in the accompanying Information Circular;
to consider and, if thought appropriate, to pass an ordinary resolution ratifying and approving the grant of an aggregate of 80,094 Options to a director of the Corporation, which Options represent the number of Options granted to such director that exceeded the individual grant limits pursuant to Policy 4.4 of the TSX Venture Exchange Corporate Finance Manual, as more particularly described under " Matters to be Acted Upon at the Meeting – Ratification and Approval of Outstanding Options Granted to a Director " in the accompanying Information Circular;
to consider and, if thought appropriate, to pass an ordinary resolution to repeal the by-laws of the Corporation and adopt a new form of by-laws of the Corporation as more particularly described under " Matters to be Acted Upon at the Meeting – Repeal and Replacement of By-laws " in the accompanying Information Circular;
to consider and, if thought appropriate, to pass a special resolution to approve an amendment to the articles of the Corporation to change the name of the Corporation to "Tuktu Resources Ltd.", as more particularly described under " Matters to be Acted Upon at the Meeting – Name Change " in the accompanying Information Circular;
to consider and, if thought appropriate, to pass a special resolution to approve an amendment to the articles of the Corporation to allow for the appointment between annual general meetings of up to 1/3 of the number of directors who held office at the expiration of the last annual meeting, as more particularly described under

" Matters to be Acted Upon at the Meeting – Amendment of the Articles of the Corporation " in the accompanying Information Circular; and

to transact such further and other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The nature of the business to be transacted at the Meeting and the specific details of the matters proposed to be put to the Meeting are described in further detail in the accompanying Information Circular.

The Corporation intends to hold the Meeting in person. However, we are aware of the evolving public health concerns and requirements respecting the COVID-19 pandemic and we encourage Shareholders to consider voting their Common Shares via proxy rather than attending the Meeting in person. The Corporation will be required to comply with applicable public health guidelines which at that time may prohibit or impose restrictions on in person attendance.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is September 14, 2022 (the " Record Date "). Shareholders whose names have been entered in the register of Shareholders at the close of business on that date will be entitled to receive notice of and vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of his or her Common Shares after such date and the transferee of those Common Shares establishes that he or she owns the Common Shares and requests, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Shareholders who are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment(s) or postponement(s) thereof. To be effective, the accompanying form of proxy must be mailed so as to reach or be deposited with Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, or by facsimile at 1-866-249-7775, not later than forty eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof. Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-5884290 (outside North America).

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

The persons named in the accompanying form of proxy are directors and officers of the Corporation. Each Shareholder has the right to appoint a proxyholder other than such persons, who need not be a Shareholder, to attend the Meeting and to act for such Shareholder and on such Shareholder's behalf at the Meeting. To exercise such right, the names of the management nominees should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.

DATED this 14[th] day of September, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) " Tim de Freitas "

Tim de Freitas President, Chief Executive Officer and Director

MANAGEMENT INFORMATION CIRCULAR ........................................................................................................ 1 Solicitation of Proxies................................................................................................................................................ 1 Beneficial Holders of Common Shares ..................................................................................................................... 2 Notice-And-Access .................................................................................................................................................... 2 Revocability of Proxy ................................................................................................................................................ 2 Persons Making the Solicitation ................................................................................................................................ 3 Exercise of Discretion by Proxy ................................................................................................................................ 3 MATTERS TO BE ACTED UPON AT THE MEETING ............................................................................................ 3 Financial Statements and Auditor's Report ................................................................................................................ 3 Fix the Number of Directors to be elected at the Meeting at Five ............................................................................. 3 Election of Directors .................................................................................................................................................. 3 Appointment of Auditors ........................................................................................................................................... 6 Ratification and Approval of Amended and Restated Option Plan ........................................................................... 6 Ratification and Approval of Outstanding Options Granted to the New Management Team ................................... 9 Ratification and Approval of Outstanding Options Granted to a Director............................................................... 10 Repeal and Replacement of By-Laws ...................................................................................................................... 11 Name Change .......................................................................................................................................................... 12 Amendment of the Articles of the Corporation ....................................................................................................... 13 INFORMATION CONCERNING THE CORPORATION ........................................................................................ 14 Voting Securities and Principal Holders Thereof .................................................................................................... 14 Private Placements and Reconstitution of Management .......................................................................................... 14 STATEMENT OF EXECUTIVE COMPENSATION ................................................................................................ 15 Compensation Discussion and Analysis .................................................................................................................. 15 Summary Compensation Table ................................................................................................................................ 16 Incentive Plan Awards ............................................................................................................................................. 17 Incentive Plan Awards – Value Vested or Earned During the Year ........................................................................ 17 Pension Plan Benefits .............................................................................................................................................. 17 Termination and Change of Control Benefits .......................................................................................................... 17 Clawback Policy ...................................................................................................................................................... 17 Short Sales, Puts, Calls and Options ........................................................................................................................ 18 Director Compensation ............................................................................................................................................ 18 Incentive Plan Awards – Value Vested or Earned During the Year ........................................................................ 19 Securities Authorized for Issuance Under Equity Compensation Plans .................................................................. 19 AUDIT COMMITTEE INFORMATION ................................................................................................................... 20 Audit Committee's Charter ...................................................................................................................................... 20 Composition of the Audit Committee ...................................................................................................................... 20 Audit Committee Oversight ..................................................................................................................................... 21 Reliance on Certain Exemptions.............................................................................................................................. 21

Pre-Approval Policies and Procedures..................................................................................................................... 21 External Auditor Service Fees ................................................................................................................................. 21 CORPORATE GOVERNANCE ................................................................................................................................. 22 Board of Directors ................................................................................................................................................... 22 Directorships ............................................................................................................................................................ 22 Orientation and Continuing Education .................................................................................................................... 22 Ethical Business Conduct ........................................................................................................................................ 23 Nomination of Directors .......................................................................................................................................... 23 Compensation .......................................................................................................................................................... 23 Other Board Committees ......................................................................................................................................... 24 Assessment .............................................................................................................................................................. 24 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...................................................................... 24 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................................... 24 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON .......................... 24 OTHER MATTERS .................................................................................................................................................... 24 ADDITIONAL INFORMATION................................................................................................................................ 25

SCHEDULES

SCHEDULE "A" – JASPER MINING CORPORATION SHARE OPTION PLAN

SCHEDULE "B" – BY-LAW NO. 1

SCHEDULE "C" – AUDIT COMMITTEE MANDATE

JASPER MINING CORPORATION

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, OCTOBER 19, 2022

DATED: SEPTEMBER 14, 2022

Solicitation of Proxies

This management information circular (this " Information Circular ") is furnished in connection with the solicitation of proxies by the management of Jasper Mining Corporation (" Jasper " or the " Corporation ") for use at the annual and special meeting (the " Meeting ") of the holders (" Shareholders ") of common shares (" Common Shares ") of the Corporation to be held on Wednesday, October 19, 2022 at 10:00 a.m. (Calgary time) at the offices of Burnet, Duckworth & Palmer LLP located at 2400, 525 – 8[th] Avenue SW, Calgary, Alberta, T2P 1G1 and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the Notice of Annual and Special Meeting.

The board of directors of the Corporation (the " Board ") have fixed the record date for the Meeting at the close of business on September 14, 2022 (the " Record Date ").

Forms of proxy must be addressed to and reach Computershare Trust Company of Canada (" Computershare "), Proxy Dept., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, or by facsimile at 1-866-249-7775, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the province of Alberta) before the time for the holding of the Meeting or any adjournment(s) or postponement(s) thereof.

Registered Shareholders may also use the internet site at www.investorvote.com to transmit their voting instructions or vote by phone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America). Shareholders should have the form of proxy in hand when they access the website and will be prompted to enter their control number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the province of Alberta) before the time for the holding of the Meeting. The website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions.

Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares, included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, except to the extent that any such Shareholder transfers their Common Shares after the Record Date and the transferee of such Common Shares, having produced properly endorsed certificates evidencing such Common Shares or having otherwise established that he or she owns such Common Shares, demands, not later than ten (10) days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Unless otherwise stated, information provided in this Information Circular is given as at September 14, 2022.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are directors and officers of the Corporation. Each Shareholder has the right to appoint a proxyholder other than the persons designated in the Form of Proxy

accompanying this Information Circular, who need not be a Shareholder, to attend and to act for the Shareholder at the Meeting. To exercise such right, the names of the management nominees should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.

Beneficial Holders of Common Shares

The information set forth in this section is provided to beneficial holders of Common Shares who do not hold their Common Shares in their own name (" Beneficial Shareholders "). Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Beneficial Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their nominees can only be voted (for or against/withhold from resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting Common Shares for their clients. The Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically provides a scannable voting request form or applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting request forms or proxy forms to Broadridge. Often Beneficial Shareholders are alternatively provided with a toll-free telephone number to vote their Common Shares or website address where Common Shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction request or a proxy with a Broadridge sticker on it cannot use that instruction request or proxy to vote Common Shares directly at the Meeting as the proxy must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted. Accordingly, it is strongly suggested that Beneficial Shareholders return their completed instructions or proxies as directed by Broadridge well in advance of the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote their Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Notice-And-Access

The Corporation is not using "notice-and-access" to send its proxy-related materials to Shareholders, and paper copies of such materials will be sent to all Shareholders, including Beneficial Shareholders. The Corporation will be delivering proxy-related materials to non-objecting Beneficial Shareholders with the assistance of Broadridge Investor Communications, Canada and the non-objecting Beneficial Shareholder's intermediary and intends to pay for the costs of an intermediary to deliver proxy-related materials to objecting Beneficial Shareholders.

Revocability of Proxy

A Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends the Meeting at which such proxy is to be voted, voting at the Meeting will revoke such person's

previous proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or the Shareholder's attorney authorized in writing deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof or in any other manner permitted by law, including pursuant to the provisions of the Business Corporations Act (Alberta) (the " ABCA ").

Persons Making the Solicitation

The solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation and mailing of the enclosed form of proxy, Notice of Annual and Special Meeting and this Information Circular will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or other means of communication and by directors, officers and employees of the Corporation, who will not be specifically remunerated therefore.

Exercise of Discretion by Proxy

The Common Shares represented by proxy in favour of management nominees shall be voted on each resolution at the Meeting and, where the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares shall be voted for or against/withheld from voting on each resolution in accordance with the specification so made.

In the absence of such specification, the Common Shares will be voted in favour of the matters to be acted upon. The persons appointed under the form of proxy furnished by the Corporation are conferred with discretionary authority with respect to amendments or variations of those matters specified in the enclosed form of proxy, the Notice of Annual and Special Meeting and this Information Circular. At the time of printing this Information Circular, management of the Corporation knows of no such amendment, variation or other matter.

MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements and Auditor's Report

Pursuant to the ABCA, the Board will place before the Shareholders at the Meeting the audited financial statements of the Corporation for the year ended December 31, 2021 and the auditor's report thereon, which accompany this Information Circular. Shareholder approval is not required in relation to the audited financial statements.

Fix the Number of Directors to be elected at the Meeting at Five

At the Meeting, Shareholders will be asked to fix the number of directors to be elected at the Meeting at five (5) members. There are currently four directors of the Corporation.

Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of fixing the number of directors at five (5) .

Election of Directors

Subject to the approval of the above, at the Meeting, Shareholders will be asked to elect five (5) directors to hold office until the next annual meeting or until their successors are elected or appointed.

Unless otherwise directed, it is the intention of management to vote proxies in the accompanying form in favour of the election as directors of the following five (5) nominees:

Tim de Freitas Robert Dales Gordon Dixon, K.C. William Guinan Natalie Sweet

The directors will be elected on an individual basis and the voting for or withhold on one director will be mutually exclusive to the voting for or withhold on any other director.

The names, provinces and countries of residence, the number of voting securities of the Corporation beneficially owned, or directed or controlled, directly or indirectly, the offices held in the Corporation, the period served as director and the principal occupation and background of each person nominated for election as a director are set forth below. The information as to Common Shares beneficially owned or directed or controlled, directly or indirectly, is based upon information furnished to the Corporation by the nominees as at September 14, 2022.

Name, Province and			Number of Common Shares
Country of Residence			Beneficially Owned or
and Position with the			Controlled or Directed,
Corporation	Principal Occupation and Background	Director Since	Directly or Indirectly(2)
Tim de Freitas	President and Chief Executive Officer of	December 14, 2021	1,141,111
Alberta, Canada	the Corporation since July 15, 2022. Prior
President, Chief	thereto, Mr. de Freitas was a founder of
Executive Officer and	five previous oil and gas companies with
Director	assets both in Canada and internationally.
	Mr. de Freitas was the Chief Operating
	Officer of Pieridae Energy Limited from
	December 21, 2018 until January 5, 2021.
	Prior thereto, he was the President and
	Chief Executive Officer of Ikkuma
	Resources Corp. from May of 2014 to
	December of 2018. Prior thereto, Mr. de
	Freitas was the Vice President,
	Exploration and Chief Operating Officer
	of Manitok Energy Inc. from its inception
	in 2005 until October of 2013.
Robert Dales(1)	President of Valhalla Ventures Inc., a	July 15, 2022	1,112,000
British Columbia,	private investment corporation since
Canada Director	January of 1999. Mr. Dales has over 25
	years of public issuer experience, both as
	an officer and a director, including serving
	as the Lead Director of Kelt Exploration
	Ltd. from inception to 2021. Mr. Dales
	received a Bachelor of Commerce from
	the University of Calgary and a Master of
	Business Administration degree from the
	University of Alberta.
Gordon Dixon, K.C.(1)	Gordon F. Dixon, K.C. is in private legal	1995	14,051,919
Alberta, Canada	practice at Dixon Law in Calgary, Alberta.
Director	He obtained a Bachelor of Arts from the
	University of Calgary in 1965 and a
	Bachelor of Laws from the University of
	Alberta in Edmonton in 1968. He was
	appointed a Queen's Counsel in 1992.
	From 1969 to 1994 he practiced law with
	Macleod Dixon LLP in Calgary as a
	partner. He has been a director or an
	officer of several other publicly traded
	companies, which were mostly involved
	in the oil and gas business in Western
	Canada. Mr. Dixon owns and operates
	Calaway Park, Western Canada's largest
	amusement park.

Name, Province and			Number of Common Shares
Country of Residence			Beneficially Owned or
and Position with the			Controlled or Directed,
Corporation	Principal Occupation and Background	Director Since	Directly or Indirectly(2)
William Guinan(1)	William C. (Bill) Guinan practiced law	July 15, 2022	555,555
Alberta, Canada	primarily as a Partner at Borden Ladner
Director	Gervais LLP from 1982 until 2021. He has
	extensive experience with corporate
	governance and corporate finance matters
	as well as with mergers and acquisitions
	transactions. Mr. Guinan has served as a
	director and as corporate secretary for
	numerous public and private corporations
	over the last 30 years. He holds a Bachelor
	of Business Administration from Acadia
	University (1977) and an MBA and LLB
	from Dalhousie University (1982).
Natalie Sweet	Natalie L. Sweet is a Professional	Nominee	Nil
Alberta, Canada	Geologist with 25 years of exploration and
Director	development experience in the petroleum
	industry. She has held senior technical and
	leadership roles at several public and
	private corporations including Penn West
	Exploration Ltd., Apache Canada Ltd. and
	Mount Bastion Oil and Gas Corp. Ms.
	Sweet holds a Bachelor of Science in
	Geology from Queen's University (1991)
	and a Master of Science in Earth Sciences
	from the University of Ottawa (1995).

Note:

(1) Member of the Audit Committee.

Advance Notice By-laws

The Corporation has adopted a new form of by-laws (the " New By-laws "), subject to confirmation of the New Bylaws by Shareholders at the Meeting, which contain advance notice provisions regarding advance notice of nominations of directors of the Corporation (the " Advance Notice Provisions "). The Advance Notice Provisions provide that advance notice to the Corporation must be made in circumstances where nominations of persons for election to the Board are made by Shareholders other than pursuant to: (i) a "proposal" made in accordance with the ABCA; or (ii) a requisition of a meeting made pursuant to the ABCA.

The Advance Notice Provisions fix a deadline by which Shareholders must submit director nominations to the Chief Financial Officer of the Corporation prior to any annual or special meeting of Shareholders and outlines the specific information that a nominating Shareholder must include in the written notice to the Chief Financial Officer of the Corporation for an effective nomination to occur. No person nominated by a Shareholder will be eligible for election as a director of the Corporation unless nominated in accordance with the Advance Notice Provisions.

In the case of an annual meeting of Shareholders, notice to the Chief Financial Officer of the Corporation must be made not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of Shareholders (which is not also an annual meeting), notice to the Corporation must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

If Notice-and-Access Provisions are used for delivery of proxy related materials in respect of a meeting described above and the notice date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the date of the applicable meeting.

In the event of an adjournment or postponement of an annual meeting or special meeting of Shareholders or any announcement thereof, a new time period shall commence for the giving of timely notice.

The Board may, in its sole discretion, waive any requirement of the Advance Notice Provisions of the New By-laws.

If Shareholders reject the confirmation of the New By-laws at the Meeting, these Advance Notice Provisions will cease to have effect immediately following the Meeting. See " Matters to be Acted Upon at the Meeting – Repeal and Replacement of By-laws ".

Corporate Cease Trade Orders or Bankruptcies

No proposed director is as at the date hereof, or has been, within 10 years of the date hereof, a director or chief executive officer or chief financial officer (or any executive officer, for the purpose of subsection (iii)) 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, for a period of more than 30 consecutive days (an " order "); (ii) after that person ceased to act in that capacity, was the subject of an order that resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; or (iii) is or has, within 10 years before the date of this Information Circular become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets, while that person was acting in that capacity.

No proposed director has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceeding, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

No proposed director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Appointment of Auditors

Unless otherwise directed, it is management's intention to vote the proxies in favour of appointing the firm of Crowe Mackay LLP, Chartered Professional Accountants, of Calgary, Alberta to serve as auditors of the Corporation until the next annual meeting of the Shareholders and to authorize the directors to fix their remuneration as such. Crowe Mackay LLP has been the Corporation's auditors since February 9, 2011.

For information relating to the fees paid to Crowe MacKay LLP in the two most recently completed financial years, see " Audit Committee Information ".

Ratification and Approval of Amended and Restated Option Plan

On July 15, 2022, in connection with the Recapitalization, (as defined below) the Board approved the amendment and restatement of the Corporation's stock option plan (the " Amended and Restated Option Plan "), subject to the ratification and approval by Shareholders at the Meeting. The Board approved the adoption of the Amended and Restated Option Plan as it reflects the common current corporate practices and is now compliant with the rules of the

TSX Venture Exchange (the " TSXV ") and particularly TSXV Policy 4.4 – Security Based Compensation , relative to those that were in place when the original stock option plan was adopted in December of 2018. Prior to the date of this Information Circular, the previous stock option plan of the Corporation was last approved by Shareholders in December of 2018.

The following description of the Amended and Restated Option Plan is qualified, in its entirety, by the terms of the Amended and Restated Option Plan. The full text of the Amended and Restated Option Plan is attached to this Information Circular as Schedule "A". Capitalized terms used in this section and not otherwise defined herein are defined in the Amended and Restated Option Plan.

The purpose of the Amended and Restated Option Plan is to develop the interest of directors, officers, employees and consultants, and if the Common Shares are then listed on the TSXV, Management Company Employees (as such term is defined in the policies of the TSXV), (collectively, " Eligible Service Providers ") of the Corporation and its subsidiaries, if applicable, in the growth and development of the Corporation by providing them with the opportunity through Options to acquire an increased proprietary interest in the Corporation. The Amended and Restated Option Plan will be administered by the Board, which may delegate its authority to a committee of the Board (the " Committee "). The Amended and Restated Option Plan provides that the Committee may from time to time, in its discretion and subject to the limits set forth therein, grant Options to Eligible Service Providers.

The Amended and Restated Option Plan is a 10% "rolling plan" whereby the total number of Common Shares issuable pursuant to Options and any Common Shares issuable pursuant to other incentive securities under any other Security Based Compensation Plans (as such term is defined in Policy 4.4 of the TSXV Corporate Finance Policies) outstanding at any time shall not exceed 10% of the aggregate number of Outstanding Securities (meaning, at the time of any share issuance or Option grant, the aggregate number of Common Shares that are outstanding immediately prior to the share issuance or Option grant in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSXV), subject to adjustment as set forth in the Amended and Restated Option Plan, and further subject to the applicable rules and regulations of all regulatory authorities, including the TSXV, to which the Corporation may be subject.

In addition to the foregoing, if the Common Shares are listed on the TSXV, the number of Common Shares issuable pursuant to the Amended and Restated Option Plan to any one person in any 12-month period shall not exceed 5% of the Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval). Furthermore, pursuant to the Amended and Restated Option Plan: (i) the number of Common Shares issuable to Insiders (as a group), at any time, under all Security Based Compensation Plans, including the Amended and Restated Option Plan, shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval); (ii) the number of Common Shares issued to Insiders (as a group), within any 12-month period, under all Security Based Compensation Plans, including the Amended and Restated Option Plan, shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval); (iii) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to any Consultant (as such term is defined in the policies of the TSXV) in any 12-month period under all Security Based Compensation Plans, including the Amended and Restated Option Plan, shall not exceed 2% of the aggregate number of Outstanding Securities; and (iv) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to all persons employed to provide Investor Relations Activities (as such term is defined in the policies of the TSXV) in any 12-month period under all Security Based Compensation Plans, including the Amended and Restated Option Plan, shall not exceed 2% of the aggregate number of Outstanding Securities.

The Board sets the term of the Options granted under the Amended and Restated Option Plan provided that such term does not exceed a maximum term of 10 years. There were 5,050,000 Options granted under the Amended and Restated Option Plan following the completion of the Recapitalization and if the Amended and Restated Option Plan is not approved by Shareholders at the Meeting, such Options will not be exercisable. Details in respect of these Options is set forth under the heading " Ratification and Approval of Outstanding Options Granted to the New Management Team ". At the time of grant, the Board will set the time during which Options shall vest and the method of vesting, provided that Options issued to persons retained to provide Investor Relations Activities (as such term is defined by the policies of the TSXV) must vest in stages over a period of not less than 12 months with no more than one quarter

of the Options vesting in any 3-month period. The Committee may, in its sole discretion, accelerate the vesting of Options following the date on which they are granted. No Options granted to Investor Service Providers (as such term is defined in the policies of the TSXV) may be accelerated without prior TSXV acceptance.

If a Change of Control occurs, notwithstanding any other provision contained in the Amended and Restated Option Plan or the terms of any Option Agreement, all issued and outstanding Options shall be automatically fully vested and exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90th day after the occurrence of such Change of Control, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Change of Control takes place. Subject to the applicable rules and regulations, including those of the TSXV, the exercise price of any Option shall be fixed by the Committee when such Option is granted, provided that such price shall not be less than the closing price of the Common Shares on the TSXV on the trading day immediately preceding the date of the Option grant. The Amended and Restated Option Plan provides that Options may be exercisable for up to a maximum of 10 years. Options are not transferable or assignable except in accordance with the Amended and Restated Option Plan and the holders of Options are not entitled to any rights as a Shareholder.

In addition and unless otherwise determined by the Board, each Option shall provide that: (i) upon the death of the Optionee, any vested Options shall terminate on the date that is not longer than 12 months following the date of death of the Optionee; (ii) if the Optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to, the Corporation or its subsidiaries (other than by reason of termination for cause), such Optionee's Options shall terminate on the earlier of the expiry date of the Options and the expiry of the period not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the Optionee ceases to be a director, officer or employee of the Corporation, or ceases to provide ongoing management or consulting services to, the Corporation, as the case may be; (iii) if the Optionee shall no longer be a director or officer of or be in the employ of, or consultant or other service provider to, the Corporation or its subsidiaries by reason of termination for cause, such Optionee's Options shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing), provided that the number of Common Shares that the Optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (iv) shall, in the case of death of the Optionee, be all of the Common Shares that may be acquired on exercise of the Options held by such Optionee (or his or her heirs or successors) whether or not previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose; and (v) in any case other than death or termination for cause, shall be the number of Common Shares which the Optionee was entitled to purchase on the date the Optionee ceased to be an officer, director, employee, consultant or other service provider, as the case may be. In the event of termination for cause, all of the Options, whether vested or unvested shall be forfeited.

Subject to the provisions of the Amended and Restated Option Plan, if permitted by the Committee, an Optionee (if the Common Shares are listed on the TSXV, other than any Investor Relations Service Provider) may elect to cashlessly exercise Options by surrendering such Options in exchange for the issuance of Common Shares equal to the number determined by dividing the VWAP (meaning, the volume weighted average trading price of the Common Shares on the TSXV, calculated by dividing the total value by the total volume of such securities trading for the 5 trading days immediately preceding the exercise of the subject option) into the difference between the VWAP and the exercise price of such Options. If exercising Options in this manner, a written notice of exercise specifying that the Optionee has elected to cashlessly exercise such Options and the number of Options to be exercised must be delivered to the Corporation in accordance with the Amended and Restated Option Plan.

A written agreement will be entered into between the Corporation and each Optionee to whom Options are granted under the Amended and Restated Option Plan, which agreement will set out the number of Common Shares subject to Option, the exercise price, the expiry date, provisions as to vesting (if applicable), and any other terms approved by the Committee, all in accordance with the provisions of the Amended and Restated Option Plan.

Subject to the restrictions set out in the Amended and Restated Option Plan, the Committee may amend or discontinue the Amended and Restated Option Plan and Options granted thereunder at any time without Shareholder approval, provided any amendment to the Amended and Restated Option Plan that requires approval of the TSXV may not be made without approval. Without the prior approval of the Shareholders, or such approval as may be required by the TSXV, the Committee may not: (i) make any amendment to the Amended and Restated Option Plan to increase the percentage of Common Shares reserved for issuance on exercise of outstanding Options at any time; (ii) reduce the

exercise price of any outstanding Options granted to Insiders; (iii) extend the term of any outstanding Options granted to an Insider beyond the original expiry date of such Options (other than in accordance with the Amended and Restated Option Plan); (iv) make an amendment to increase the maximum limit on the number of securities that may be issued under all Security Based Compensation Plans (as outlined above); (v) make any amendment to the Amended and Restated Option Plan that would permit an Optionee to transfer or assign Options to a new beneficial Optionee other than in the case of death of the Optionee; or (vi) amend the amendment clause of the Amended and Restated Option Plan. In addition, no amendment to the Amended and Restated Option Plan or Options granted pursuant to the Amended and Restated Option Plan may be made without the consent of the Optionee if it adversely alters or impairs any Options previously granted to such Optionee under the Amended and Restated Option Plan. In respect of the forgoing (ii), (iii) and (iv), reference to prior Shareholder approval shall mean prior disinterested shareholder approval.

The Committee may amend or terminate the Amended and Restated Option Plan or any outstanding Options granted thereunder at any time without the approval of the directors of the Corporation, the Shareholders or any Optionee whose Options are amended or terminated, in order to conform the Amended and Restated Option Plan or such Options, as the case may be, to applicable law or regulations or the requirements of the TSXV or any relevant exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the approval of the applicable exchange or regulatory authority.

Approval Required

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the following ordinary resolution (the " Amended and Restated Option Plan Resolution "):

"BE IT RESOLVED as an ordinary resolution of the holders (the " Shareholders ") of common shares of Jasper Mining Corporation. (the " Corporation ") that:

the amended and restated share option plan of the Corporation, in the form attached as Schedule "A" to the management information circular of the Corporation dated September 14, 2022, is hereby ratified, approved and confirmed;
notwithstanding that this resolution has been passed by the Shareholders, the board of directors of the Corporation is hereby authorized and empowered to revoke these resolutions, without any further approval of the Shareholders, at any time if such revocation is considered necessary or desirable by the board of directors of the Corporation; and
any director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute (whether under the corporate seal of the Corporation or otherwise) and deliver, or cause to be executed and delivered, and to sign and/or file, or cause to be signed and/or filed, as the case may be, all applications, declarations, instruments and other documents, and to do or cause to be done all such other acts and things, as such director or officer may determine necessary or advisable to give effect to the foregoing resolutions including, without limitation, the execution, signing or filing of any such document or the doing of any such act or thing being conclusive evidence of such determination."

The Amended and Restated Option Plan Resolution must be approved by a simple majority of votes cast by the Shareholders present or represented by proxy at the Meeting. It is the intention of the persons named in the accompanying form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies FOR the Amended and Restated Option Plan Resolution.

Ratification and Approval of Outstanding Options Granted to the New Management Team

In connection with the Recapitalization, an aggregate of 5,050,000 Options were granted by Board pursuant to the Amended and Restated Option Plan to the New Management Team (as defined below) at an exercise price of $0.15 per Common Share, vesting in increments of one third on each of the date of grant and the first and second anniversaries thereof and expiring on July 25, 2027 (the " New Options "). Of the 5,050,000 New Options granted: (i) 1,250,000 New Options were granted to the current President and Chief Executive Officer; (ii) 1,000,000 New

Options were granted to each of the other officers of the Corporation; and (iii) each of the non-management Board members and the Corporate Secretary received 200,000 New Options. The New Options are not exercisable until the receipt of the ratification and approval by the Shareholders of the grant of the New Options at the Meeting. If the New Options are not ratified and approved by Shareholders at the Meeting, such Options will not be exercisable.

Approval Required

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the following ordinary resolution (the " New Management Option Resolution "):

"BE IT RESOLVED as an ordinary resolution of the holders (the " Shareholders ") of common shares (" Common Shares ") of Jasper Mining Corporation (the " Corporation ") that:

the grant of an aggregate of 5,050,000 options to purchase Common Shares under the amended and restated share option plan of the Corporation to certain directors and officers of the Corporation all as further described in the management information circular of the Corporation dated September 14, 2022, is hereby ratified, approved and confirmed;
notwithstanding that this resolution has been passed by the Shareholders, the board of directors of the Corporation is hereby authorized and empowered to revoke these resolutions, without any further approval of the Shareholders, at any time if such revocation is considered necessary or desirable by the board of directors of the Corporation; and
any director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute (whether under the corporate seal of the Corporation or otherwise) and deliver, or cause to be executed and delivered, and to sign and/or file, or cause to be signed and/or filed, as the case may be, all applications, declarations, instruments and other documents, and to do or cause to be done all such other acts and things, as such director or officer may determine necessary or advisable to give effect to the foregoing resolutions including, without limitation, the execution, signing or filing of any such document or the doing of any such act or thing being conclusive evidence of such determination."

The New Management Option Resolution must be approved by a simple majority of votes cast by the disinterested Shareholders present or represented by proxy at the Meeting. It is the intention of the persons named in the accompanying form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies FOR the New Management Option Resolution.

Ratification and Approval of Outstanding Options Granted to a Director

On March 23, 2022, the Corporation granted 1,000,000 Options to Tim de Freitas which at the time represented approximately 5.4% of the Listed Shares (as defined in the TSXV Corporate Finance Manual). Pursuant to Policy 4.4 of the TSXV, unless disinterested Shareholder approval is obtained, the maximum aggregate number of Listed Shares of an issuer that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one individual cannot exceed 5% of the Listed Shares, calculated as at the date any Security Based Compensation (as defined in the TSXV Corporate Finance Manual) is granted or issued to such person (the " Individual Grant Limit "). As such, the grant of Options to Mr. de Freitas exceeded the Individual Grant Limit by 80,094 Options (the " Director Options ") and must be approved by disinterested Shareholders at the Meeting. If the Director Options are not ratified and approved by Shareholders at the Meeting, such Options will not be exercisable.

Approval Required

At the Meeting, disinterested Shareholders will be asked to consider and, if thought appropriate, to pass the following ordinary resolution (the " Director Option Resolution "):

"BE IT RESOLVED as an ordinary resolution of the holders (the " Shareholders ") of common shares (" Common Shares ") of Jasper Mining Corporation (the " Corporation ") that:

the grant of an aggregate of 80,094 options (" Options ") to purchase Common Shares to a director of the Corporation on March 23, 2022 (the " Director Options "), which Director Options represent the number of Options granted to such director that exceeded the individual grant limits pursuant to Policy 4.4 of the TSX Venture Exchange Corporate Finance Manual, all as further described in the management information circular of the Corporation dated September 14, 2022, is hereby ratified, approved and confirmed;
notwithstanding that this resolution has been passed by the holders of Common Shares, the board of directors of the Corporation is hereby authorized and empowered to revoke these resolutions, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by the board of directors of the Corporation; and
any director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute (whether under the corporate seal of the Corporation or otherwise) and deliver, or cause to be executed and delivered, and to sign and/or file, or cause to be signed and/or filed, as the case may be, all applications, declarations, instruments and other documents, and to do or cause to be done all such other acts and things, as such director or officer may determine necessary or advisable to give effect to the foregoing resolutions including, without limitation, the execution, signing or filing of any such document or the doing of any such act or thing being conclusive evidence of such determination."

The Director Option Resolution must be approved by a simple majority of votes cast by the disinterested Shareholders present or represented by proxy at the Meeting. It is the intention of the persons named in the accompanying form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies FOR the Director Option Resolution.

Repeal and Replacement of By-Laws

The ABCA provides that when directors resolve to make, amend or repeal any by-laws that regulate the business or affairs of a corporation, they must submit the by-law, amendment or repeal of a by-law to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution confirm, reject or amend the by-law, amendment or repeal.

On July 15, 2022, the Board passed a resolution repealing the current by-laws of the Corporation and replacing them with the New By-laws attached to this Information Circular as Schedule "B", subject to the confirmation of such New By-Laws by the TSXV and the Shareholders. The New By-Laws have been approved and implemented by the Board to reflect common current corporate practices and regulations, relative to those that were in place when the Corporation's by-laws were originally established.

Approval Required

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the following ordinary resolution (the " By-Law Amendment Resolution "):

"BE IT RESOLVED as an ordinary resolution of the holders (the " Shareholders ") of common shares of Jasper Mining Corporation (the " Corporation ") that:

the current by-laws of the Corporation be repealed;
the adoption of the new by-laws (the " New By-Laws ") relating generally to the transaction of the business and affairs of the Corporation, as approved by the board of directors of the Corporation on July 15, 2022 and attached as Schedule "B" to the management information circular of the Corporation dated September 14, 2022, be and is hereby approved and confirmed;

notwithstanding that this ordinary resolution has been duly passed by the Shareholders, the directors of the Corporation may in their sole discretion revoke this ordinary resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any one director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver the New By-Laws and all other documents and instruments and take all such other actions as may be necessary or desirable in order to carry out the terms of this ordinary resolution, such determination to be conclusively evidenced by the execution and delivery of any such documents and instruments and the taking of any such actions."

The By-Law Amendment Resolution must be approved by a simple majority of votes cast by the Shareholders present or represented by proxy at the Meeting. It is the intention of the persons named in the accompanying form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies FOR the ByLaw Amendment Resolution.

Name Change

As announced in connection with the completion of the Recapitalization, the Corporation intends to change the name of the Corporation from "Jasper Mining Corporation" to "Tuktu Resources Ltd." to better reflect the go-forward vision and strategy of the Corporation as an oil and gas focused issuer. Accordingly, at the Meeting, Shareholders will be asked to consider and, if thought appropriate, pass a special resolution (the " Name Change Resolution ") authorizing the Corporation to file articles of amendment pursuant to section 173(1) of the ABCA to change the name of the Corporation to from "Jasper Mining Corporation" to "Tuktu Resources Ltd." or such other name as the Board deems appropriate and as may be approved by the regulatory authorities, to be implemented at a date in the future to be determined by the Board to be in the best interests of the Corporation (the " Name Change "). If the Name Change Resolution is approved by the Shareholders and the Board decides to implement the Name Change, it is expected that the Common Shares will trade under the new stock symbol "TUK".

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the following special resolution:

"BE IT RESOLVED as a special resolution of the holders (the " Shareholders ") of common shares of Jasper Mining Corporation (the " Corporation ") that:

the Corporation is authorized to file articles of amendment (" Articles of Amendment ") pursuant to section 173(1)(a) of the Business Corporations Act (Alberta) (the " ABCA ") to change the name of the Corporation from "Jasper Mining Corporation" to "Tuktu Resources Ltd." or such other name as the directors of the Corporation deem appropriate and as may be approved by the regulatory authorities (the " Name Change "), to become effective at a date in the future to be determined by the directors when it is considered to be in the best interests of the Corporation to implement the Name Change;
any director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be delivered Articles of Amendment to the Registrar under the ABCA to give effect to the Name Change at such time as the directors determine to implement same;
notwithstanding that this special resolution has been duly passed by the Shareholders, the directors of the Corporation may in their sole discretion revoke this special resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any one director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this special resolution, such

determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

The Name Change Resolution must be approved by a majority of not less than two-thirds of the votes cast by Shareholders who voted in respect of the Name Change Resolution. It is the intention of the persons named in the accompanying form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies FOR the Name Change Resolution.

Amendment of the Articles of the Corporation

At the Meeting, the Corporation also intends to seek Shareholder approval to amend the articles of the Corporation to add a provision to allow for the appointment between annual general meetings of up to 1/3 of the number of directors who held office at the expiration of the last annual meeting. The addition of this provision to the articles of the Corporation will, pursuant to Section 106(4) of the ABCA, allow the Board the flexibility to appoint directors between Shareholders meetings as may be necessary or desirable in connection with the growth and development of the Corporation.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass the following special resolution (the " Article Amendment Resolution "):

"BE IT RESOLVED as a special resolution of the holders (the " Shareholders ") of common shares of Jasper Mining Corporation (the " Corporation ") that:

the Corporation is authorized to file articles of amendment (" Articles of Amendment ") pursuant to section 173(1)(n) of the Business Corporations Act (Alberta) (the " ABCA ") to allow the directors of the Corporation to, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting, provided that 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 " Article Amendment ");
any director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute and deliver or cause to be delivered Articles of Amendment to the Registrar under the ABCA to give effect to the Article Amendment at such time as the directors determine to implement same;
notwithstanding that this special resolution has been duly passed by the Shareholders, the directors of the Corporation may in their sole discretion revoke this special resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the Shareholders; and
any one director or officer of the Corporation is authorized and directed for and in the name of and on behalf of the Corporation to execute or cause to be executed, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this special resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

The Article Amendment Resolution must be approved by a majority of not less than two-thirds of the votes cast by Shareholders who voted in respect of the Article Amendment Resolution. It is the intention of the persons named in the accompanying form of proxy, if named as proxy and not expressly directed to the contrary in the form of proxy, to vote those proxies FOR the Article Amendment Resolution.

INFORMATION CONCERNING THE CORPORATION

Voting Securities and Principal Holders Thereof

Jasper is authorized to issue an unlimited number of Common Shares. As at September 14, 2022, 73,006,560 Common Shares were issued and outstanding, with each Common Share carrying the right to one (1) vote on a ballot at the Meeting. A quorum for the transaction of business at the Meeting will be present if not less than two (2) Shareholders representing not less than 25% of the Common Shares are present or represented by proxy at the Meeting.

The Record Date as of which Shareholders are entitled to vote at the Meeting has been fixed by the Corporation as September 14, 2022.

To the knowledge of the directors and senior officers of the Corporation, other than as noted below, as at the date hereof, no person or company beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Corporation carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation.

Name Gordon Dixon	Number of Common Shares 14,051,919	Percentage of Class
		19.2%

Notes:

(1) Includes Common Shares owned by the following entities which are beneficially owned, controlled or directed, directly or indirectly by Gordon Dixon: Calalta Amusements Ltd., Gordon Dixon Professional Corp., Stockwork Properties Ltd. and Xon Office Condo Ltd.

(2) The percentage of issued and outstanding Common Shares owned has been calculated as at September 14, 2022.

Private Placements and Reconstitution of Management

On June 19, 2022, the Corporation entered into a reorganization and investment agreement (the " Recapitalization Agreement ") with Tim de Freitas, Mark Smith, Greg Feltham and Kent Busby (collectively, the " Initial Investors ") which provided for: (i) a non-brokered private placement of not less than 22,222,223 units (" Units ") of the Corporation at a price of $0.09 per Unit for gross proceeds of approximately $2.0 million (the " Non-Brokered Private Placement "); (ii) a brokered private placement of not less than 20,000,000 Units for gross proceeds of approximately $1.8 million (the " Brokered Private Placement " and together with the Non-Brokered Private Placement, the " Private Placements "); (iii) the conversion of $240,000 of debt of Jasper into Common Shares at a deemed price of $0.09 per share; and (iv) (A) the resignation and appointment of directors in accordance with the Recapitalization Agreement, such that following the reconstitution, the members of the Board would consist of the following: Tim de Freitas, Robert Dales, Gordon Dixon and William Guinan (the " Reconstituted Board "); and (B) the resignation and appointment of officers of the Corporation in accordance with the Recapitalization Agreement, such that following the reconstitution, the officers of the Corporation would include Tim de Freitas as President and Chief Executive Officer, Mark Smith as Vice President, Finance and Chief Financial Officer, Greg Feltham as Vice President, Exploration, Kent Busby as Vice President, Production and Bronwyn Inkster as Corporate Secretary (collectively, the " New Management Team ") ((i) to (iv) referred to herein as the " Recapitalization "). Each Unit issued pursuant to the Private Placements was comprised of one Common Share and one Common Share purchase warrant (" Warrant ") of the Corporation. Each Warrant entitled the holder to purchase one Common Share at a price of $0.11 per Common Share for a period of four years from July 15, 2022, subject to certain terms and conditions. The Warrants will vest and become exercisable as to one-third upon the 20 day volume weighted average price of the Common Shares on the TSXV equaling or exceeding each of $0.13, $0.155 and $0.18 per Common Share. An aggregate of 51,941,773 Units were issued pursuant to the Private Placements.

In addition, the Corporation was indebted approximately $240,000 to certain entities owned or controlled by Gordon Dixon, a director and former President and Chief Executive Officer of the Corporation. In connection with the Recapitalization, the debt was settled by the issuance of 2,666,667 Common Shares at a deemed price of $0.09 per Common Share pursuant to debt settlement agreements.

On July 15, 2022, the Corporation completed the Recapitalization. As a result of the Recapitalization, as at July 15, 2022: (i) the Board was reconstituted to consist of Tim de Freitas, Robert Dales, Gordon Dixon and William Guinan; and (ii) the officers of the Corporation consisted of Tim de Freitas as President and Chief Executive Officer, Mark Smith as Vice President, Finance and Chief Financial Officer, Greg Feltham as Vice President, Exploration, Kent Busby as Vice President, Production and Bronwyn Inkster as Corporate Secretary.

For a complete description of the transactions completed in connection with the Recapitalization, reference should be made to the Recapitalization Agreement and the material change report of the Corporation dated June 29, 2022, copies of which have been filed on SEDAR at www.sedar.com.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Upon completion of the Recapitalization, the former executive officers of the Corporation were terminated and the New Management Team was appointed. In addition, the Board was reconstituted to include two new directors in addition to two members who remained on the Board following the Recapitalization. Prior to the Recapitalization, and during the year ended December 31, 2021 the Corporation did not pay any regular or consistent compensation to its named executive officers, which included Gordon Dixon, the former President, Secretary and CEO, Paul Seo, the former Chief Financial Officer and Dena Dixon, the former Assistant Treasurer (each a " Named Executive Officer " or " NEO " and collectively, the " Named Executive Officers " or " NEOs ").

As a result of the significant changes to the Board and management team, the compensation practices and policies of the Corporation prior to the Recapitalization have little relevance to the go-forward compensation practices and policies of the Corporation.

New Compensation Practices and Compensation Decisions since the Completion of the Recapitalization

Following the Recapitalization, the New Management Team together with the Board considered an appropriate compensation structure for both the executive officers and directors given the Corporation's intended strategy going forward. In the near term, Jasper has limited operations and intends to focus on making strategic acquisitions with a focus on the Foothills area of the western Canadian sedimentary basin. As a result, the compensation structure in the near term is focused on maintaining general and administrative expenses at a relatively low level to preserve the Corporation's balance sheet strength for acquisition opportunities in the short-term and to align the interests of the executive officer's with the Shareholders' interests in increasing the value of the Common Shares over the long-term. To accomplish these goals, the current elements of the compensation for the executive officers consist of: (i) base salary; and (ii) Options under the Amended and Restated Option Plan. The following is a description of the objective of each element of compensation paid to the current executive officers of the Corporation.

Salary

Upon completion of the Recapitalization, the salary of the President and Chief Executive Officer was set at $170,000 and each new executive officer, other than the President and Chief Executive Officer, was set at $150,000, which is well below what such executive officers would be paid at comparable companies. The purpose of the base salary was to create a base level of compensation for the executive officers while maintaining the cash general and administrative expenses of the Corporation at relatively low levels.

Options

The grants of Options under the Amended and Restated Option Plan were designed to align the interests of the executive officers with the long-term accretion in the value of the Common Shares through strategic acquisitions and the subsequent development of the Corporation's assets. Following the completion of the Recapitalization, each executive officer was granted Options under the Amended and Restated Option Plan. In determining the number of Options to be granted, the Board took into account the low base salaries paid to the executive officers and the intended heavy weighting of compensation to equity compensation rather than any form of cash payments. As a result, Tim de

Freitas, the President and CEO, Mark Smith, the Vice President, Finance and Chief Financial Officer, Greg Feltham, the Vice President, Exploration, and Kent Busby, the Vice President, Production, were granted Options to purchase an aggregate of 4,450,000 Common Shares. All of the Options granted to the executive officers have an exercise price of $0.15, vest as to one-third on the date of grant and the first and second anniversary of the date of grant and expire on July 25, 2027. For a description of the Amended and Restated Option Plan, see " Matters to be Acted Upon at the Meeting – Ratification and Approval of Amended and Restated Option Plan ".

Other Benefits and Perquisites

The Corporation does not have other benefits and perquisites.

Bonus Program

At the present time, the Board has not implemented any type of short-term incentive or cash bonus program. Any grant of cash bonuses or other type of short term incentive to the executive officers is expected to be based on an assessment by the Board of the performance of the management team in achieving the strategic goals of the Corporation.

Summary

The Board intends to continue to evaluate the compensation programs in relation to the executive officers as the Corporation's operations change and grow and anticipates changing such compensation programs over time as appropriate to reflect the stage of development of the Corporation's operations.

Summary Compensation Table

The following table sets forth, for the years ended December 31, 2021, 2020 and 2019 information concerning the compensation paid to the Named Executive Officers. On July 15, 2022, each of the former President and Chief Executive Officer, the former Chief Financial Officer and the former Assistant Treasurer were terminated and the members of the New Management Team were appointed as executive officers of the Corporation. See " Information Concerning the Corporation – Private Placements and Reconstitution of Management ".

Name and principal position	Year	Salary ($)	Option- based awards(1) ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	All other compensation(3) ($)	Total compensation ($)
				Annual incentive plans ($)	Long-term incentive plans(2) ($)
Paul Seo Former Chief Financial Officer	2021 2020 2019	9,500(4) 6,766(4) 7,975(4)	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	9,500 6,766 7,975

Notes:

(1) Gordon Dixon, the former President and Chief Executive Officer and Dena Dixon, the former Assistant Treasurer did not receive any compensation during each of the years ended December 31, 2019, 2020 and 2021.

(2) The Corporation does not have any non-equity long-term incentive plans.
(3) None of the former NEOs hold, or have ever been granted, share-based awards. The Corporation does not provide any pension benefits.
(4) Paul Seo, the former Chief Financial Officer of the Corporation, invoiced the Corporation for the hours spent performing various services provided to the Corporation in his capacity as Chief Financial Officer.

Incentive Plan Awards

Stock Option Plan

For a description of the Amended and Restated Option Plan, see " Matters to be Acted Upon at the Meeting – Ratification and Approval of Amended and Restated Option Plan " and Schedule "A" hereof.

Outstanding Option-based Awards

The following table sets forth, for each Named Executive Officer during the year ended December 31, 2021, all Option-based awards outstanding as at December 31, 2021. The Corporation does not have any share-based awards. On July 15, 2022, each of the former Chief Financial Officer and former Assistant Treasurer were terminated and the members of the New Management Team were appointed as executive officers of the Corporation. In connection with such termination, the former Assistant Treasurer surrendered all of her outstanding Options for nominal consideration. See " Information Concerning the Corporation – Private Placements and Reconstitution of Management ".

Name		Option-based Awards	Option-based Awards
	Number of securities underlying unexercised Options (# of Common Shares)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options(1) ($)
Gordon Dixon	200,000 250,000	0.08 0.10	June 1, 2022 October 18, 2023	Nil Nil
Paul Seo	–	–	–	–
Dena Dixon	75,000	0.10	October 18, 2023	Nil

Note:

(1) Calculated based on the closing market price of the Common Shares on the TSXV on December 31, 2021 ($0.07) and the exercise price of the Options.

Incentive Plan Awards – Value Vested or Earned During the Year

None of the Options outstanding during the year ended December 31, 2021 vested during such time. In connection with the Recapitalization, the former Assistant Treasurer surrendered all of her outstanding Options for nominal consideration effective July 15, 2022.

Pension Plan Benefits

The Corporation does not have a pension plan or similar benefit plan.

Termination and Change of Control Benefits

For the year ended December 31, 2021 there were no compensatory plans, contracts, agreements or arrangements with any Named Executive Officer (including payments to be received from the Corporation or any subsidiary of the Corporation, if applicable), that resulted or would have resulted from any resignation, retirement or any other termination of employment of such Named Executive Officer or from a change of control of the Corporation or any subsidiary thereof or any change in such Named Executive Officer's responsibilities following a change of control, where the Named Executive Officer would have been entitled to payment or other benefits.

Clawback Policy

On August 24, 2022 the Board implemented a new clawback policy (the " Clawback Policy ") providing for the reimbursement of incentive compensation in certain circumstances. The Clawback Policy defines incentive

compensation to include, without limitation, cash bonuses paid under any short-term incentive plans, any awards under any long-term incentive plans and any payments (or other compensation) made upon vesting or settlement of any awards under any long-term incentive plans. Where the Board determines it is in the best interests of Jasper, it may demand repayment of all or a portion of, or effect the cancellation of unvested awards under long-term incentive plans, any incentive compensation granted to executive officers in cases where: (i) the amount of the incentive compensation was calculated based upon, or contingent on, the achievement of certain financial results or other performance goals that were subsequently the subject of or affected by a substantial restatement of all or a portion of the financial statements of Jasper; (ii) the executive officer engaged in negligence, intentional misconduct or fraud that caused or substantially caused the need for the substantial restatement of the financial statements; and (iii) the amount of the incentive compensation that would have been awarded to the executive officer had the financial results been properly reported would have been lower than the amount actually awarded or received.

In addition, under the Clawback Policy, in the event that any executive officer is found to have engaged in intentional misconduct, fraud, theft or embezzlement, the Board may in its discretion, to the full extent permitted by applicable laws and to the extent it determines that it is in best interests of Jasper to do so, require the reimbursement of some or all of the after-tax amount of any incentive compensation already paid or awarded in the previous 24 months or the forfeiture of any vested or unvested incentive compensation awards regardless of whether or not a restatement of the financial statements of Jasper has occurred or is required. The Clawback Policy applies to any employee or consultant of Jasper who is serving or who served as a vice president or senior officer of the Corporation.

Short Sales, Puts, Calls and Options

The Board has also put in place a Disclosure, Confidentiality and Trading Policy (the " Disclosure Policy "). Pursuant to the Disclosure Policy, directors, officers, employees and consultants of the Corporation are not to sell directly or indirectly, a security of the Corporation if such person does not own or has not fully paid for the security to be sold. Such persons also shall not engage in any of the following: (i) buying or selling a call or put in respect of a security of the Corporation; (ii) selling the Corporation's securities short; or (iii) purchasing any other financial instruments, including, for greater certainty, 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 securities of the Corporation.

Director Compensation

Directors' Summary Compensation Table

The Corporation had no standard arrangement pursuant to which the Corporation's directors, other than directors who were also Named Executive Officers, were compensated during the year ended December 31, 2021, except for the granting of Options from time to time in accordance with the terms of the plans governing such grants and the policies of the TSXV. On July 15, 2022, Jean-Pierre Pelletier and M. Blake Willard resigned as directors as part of the Recapitalization. See " Information Concerning the Corporation – Private Placements and Reconstitution of Management ".

Following the Recapitalization, the Board considered the compensation program for non-management directors on a go-forward basis. In light of the Corporation's limited operations and management's intended focus on pursuing strategic acquisitions, the Board determined that for the near term, each of the non-management directors would be paid a yearly annual cash retainer and receive Options as compensation for their role. The intent of this approach is to maintain general and administrative expenses at a relatively low level to preserve the Corporation's balance sheet strength for acquisition opportunities in the short-term and to align the interests of the non-management directors with Shareholders' interests in increasing the value of the Common Shares over the long-term. The Board will continue to evaluate the compensation programs in relation to the non-management directors as the Corporation's operations change and grow and anticipate changing such compensation programs over time as appropriate to reflect the stage of development of the Corporation's operations. As a result, following the completion of the Recapitalization, the Board approved the annual board retainer of $10,000 per director and the grant of 200,000 Options under the Amended and Restated Option Plan to each of the non-management directors.

Directors Outstanding Option-based Awards

The following table sets forth, for each director, other than directors who were also Named Executive Officers, during the year ended December 31, 2021, all Option-based awards outstanding as at December 31, 2021. The Corporation does not have any share-based awards. On July 15, 2022, each of Jean-Pierre Pelletier and M. Blake Willard resigned as directors of the Corporation and the Reconstituted Board was appointed. In connection with their resignations, each of Jean-Pierre Pelletier and M. Blake Willard surrendered their outstanding Options for nominal consideration.

Name		Option-based Awards	Option-based Awards
	Number of securities underlying unexercised Options (# of Common Shares)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money Options(1) ($)
Jean-Pierre Pelletier	100,000	0.10	October 18, 2023	Nil
M. Blake Willard	100,000	0.10	October 18, 2023	Nil
Tim de Freitas(2)	–	–	–	–

Notes:

(1) Calculated based on the closing market price of the Common Shares on the TSXV on December 31, 2021 ($0.07) and the exercise price of the Options.
(2) Mr. de Freitas was appointed as a director of the Corporation on December 14, 2021 and was subsequently appointed as the President and Chief Executive Officer as part of the Recapitalization on July 15, 2022. In connection with services performed by Mr. de Freitas prior to the Recapitalization, he was granted 1,000,000 Options on March 23, 2022. Such Options have an exercise price of $0.08 and an expiry date of March 23, 2027. 80,094 of these Options are subject to Shareholder approval and ratification at the Meeting, which Options represent the number of Options that exceeded the Individual Grant Limit pursuant to Policy 4.4 of the TSX Venture Exchange Corporate Finance Manual. See " Matters to be Acted Upon at the Meeting – Ratification and Approval of Outstanding Options Granted to a Director ".

Incentive Plan Awards – Value Vested or Earned During the Year

None of the Options outstanding during the year ended December 31, 2021 vested during such time. In connection with the Recapitalization, Jean-Pierre Pelletier and M. Blake Willard surrendered their outstanding Options for nominal consideration.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information in respect of securities authorized for issuance under the Corporation's equity compensation plans as at December 31, 2021.

Plan Category	Number of securities to be issued upon exercise of outstanding Options, warrants and rights (a)	Weighted average exercise price of outstanding Options, warrants and rights ($) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	–	–	–
Equity compensation plans not approved by securityholders(1)	725,000(2)	0.09	1,114,812
Total	725,000(2)	0.09	1,114,812

Notes:

(1) The Board amended and restated the Corporation's option plan in connection with the Recapitalization. Accordingly, equity securities authorized for issuance under the Amended and Restated Option Plan are subject to ratification and approval by Shareholders at the Meeting, including the 5,050,000 Options granted thereunder. See " Matters to be Acted Upon at the Meeting – Ratification and Approval of Amended and Restated Option Plan " above. As at September 14, 2022, the Corporation had Options to acquire a total of 6,300,000 Common Shares outstanding (representing approximately 8.6% of the outstanding Common Shares) under the Amended and Restated Option Plan.
(2) Effective July 15, 2022, in connection with the Recapitalization, Dena Dixon, the former Assistant Treasurer and JeanPierre Pelletier and M. Blake Willard, former directors of the Corporation, surrendered all of their outstanding Options for nominal consideration, being an aggregate of 275,000 Options.
(3) In connection with the Recapitalization, the Corporation issued 51,941,773 Units under the Private Placements. Each Unit was comprised of 1 Common Share and 1 Warrant and each Warrant gives the holder the right to purchase one Common Share at a price of $0.11 per Common Share. The Warrants will vest and become exercisable as to one third upon the 20 day volume weighted average price of the Common Shares on the TSXV equaling or exceeding each of $0.13, $0.155 and $0.18 per Common Share.

AUDIT COMMITTEE INFORMATION

The following disclosure is provided in accordance with National Instrument 52-110 – Audit Committees (" NI 52110 "). The Corporation is a venture issuer and relies on an exemption to provide the Audit Committee disclosure contained in this Information Circular as required by Form 52-110F2 – Disclosure by Venture Issuers .

Audit Committee's Charter

The Audit Committee Charter is attached as Schedule "C" to this Information Circular.

Composition of the Audit Committee

The current members of the Audit Committee, a majority of whom are independent directors and all of whom are financially literate (for the purposes of NI 52-110), are William Guinan (Chairman), Robert Dales, and Gordon Dixon.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation.

Mr. Gordon Dixon is not considered to be independent under NI 52-110 as he was an executive officer of the Corporation within the last three years.

The education and related experience of each of the Audit Committee members relevant to the performance of their responsibilities as members of the Audit Committee is set out above under the heading " Matters to be Acted Upon at the Meeting – Election of Directors" .

Audit Committee Oversight

Since the completion of the Recapitalization and establishment of the Audit Committee in connection therewith, the Board has not failed to adopt any recommendation of the Audit Committee, including to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the completion of the Recapitalization and establishment of the Audit Committee in connection therewith, the Corporation has not relied on the exemptions contained in sections 2.4, 6.1.1 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 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Subsections 6.1.1(4), (5) and (6) provide exemptions in certain circumstances from the requirement that the Corporation's Audit Committee be comprised of a majority of members who are not executive officers, employees or control persons of the Corporation or of an affiliate of the Corporation. Section 8 permits an issuer 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

The Audit Committee has adopted policies regarding non-audit services to be rendered by the external auditor which are refinements of the general policies in the Audit Committee's Charter (attached hereto as Schedule "C") including that the Audit Committee shall review and pre-approve any non-audit services to be provided to the Corporation by the external auditors. The Audit Committee may delegate to one or more independent members the authority to preapprove non-audit services, provide that the member(s) report to the Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Audit Committee from time to time. In pre-approving non-audit services, the Audit Committee or such delegatee member(s) shall consider the impact the non-audit services may have on the independence of the external auditors.

External Auditor Service Fees

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years for audit and other fees are as follows:

Fiscal Year Ending December 31, 2021 December 31, 2020	Audit Fees(1) $19,512 $14,294	Audit Related Fees(2) $nil $nil	Tax Fees(3) $nil $nil	All Other Fees(4) $nil $nil	Total
					$19,512 $14,294

Notes:

(1) "Audit Fees" include (i) fees necessary to perform the annual audit and quarterly reviews of the Corporation's consolidated financial statements, (ii) fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements, and (iii) audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) "Audit-Related Fees" include services that are traditionally performed by the auditor.
(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities.
(4) "All Other Fees" include all other non-audit services, which includes systems and organizational controls audit services and privacy regulation compliance services.

CORPORATE GOVERNANCE

Set forth below is a description of the Corporation's current corporate governance practices, as prescribed by Form 58-101F2, of National Instrument 58-101 – Disclosure of Corporate Governance Practices (" NI 58-101 "). NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. National Policy 58-201 – Corporate Governance Guidelines (" NP 58-201 ") has been adopted in each of the provinces and territories in Canada, and provides guidance on corporate governance practices.

Board of Directors

Disclose the identity of directors who are independent.

The following three (3) proposed director nominees of the Corporation are independent (for purposes of NI 58-101):

Robert Dales William Guinan Natalie Sweet

Disclose the identity of directors who are not independent, and describe the basis for that determination.

NP 58-201 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director's independent judgment. The Board is currently comprised of two of four independent directors. A majority of the proposed nominees are independent.

Tim de Freitas is not independent as he occupies the position of President and Chief Executive Officer. Mr. Gordon Dixon is not independent as he was an executive officer of the Corporation and resigned in connection with the completion of the Recapitalization on July 15, 2022.

Directorships

If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The following directors are presently directors of other issuers that are reporting issuers (or the equivalent):

Name William Guinan	Name of Reporting Issuer
	Kelt Exploration Ltd.

Orientation and Continuing Education

Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors.

While the Corporation does not currently have a formal orientation and education program for new recruits to the Board, the Corporation expects to provide such orientation and education on an informal basis. As new directors join the Board, management will provide these individuals with corporate policies, historical information about the Corporation, as well as information on the Corporation and its strategic plan with an outline of the general duties and responsibilities entailed in carrying out their duties. The Board believes that these procedures will prove to be a practical and effective approach in light of the Corporation's particular circumstances, including the size of the Corporation and the experience and expertise of the members of the Board.

At this time, the Board has not implemented a formal continuing education plan for its directors. Presentations are expected to be made on an as needed basis to the Board and committees to educate and inform them of changes within

the Corporation and on appropriate other subjects such as regulatory and industry requirements and standards, capital markets, commodity pricing and corporate governance.

The Board will continue to assess whether it is appropriate to develop a formal continuing education program for its directors to ensure the directors maintain the skill and knowledge necessary to meet their obligations as directors. The Corporation also encourages the directors to attend, enrol or participate in courses and/or seminars dealing with financial literacy, corporate governance and related matters. Each director of the Corporation has the responsibility for ensuring that he maintains the skill and knowledge necessary to meet his obligations as a director.

Ethical Business Conduct

Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

The Board adopted a Code of Business Conduct and Ethics (the " Code ") on August 24, 2022. It is expected that each of the Corporation's employees, officers and directors will confirm his or her understanding, acceptance and compliance of the Code on an annual basis. Any reports of variance from the Code will be reported to the Board. To the extent that management is unable to make a determination as to whether a breach of the Code has taken place, the Board will review the alleged breach in order to make a determination.

The Board monitors compliance with the Code by requiring each of the senior officers of the Corporation to affirm in writing on a regular basis his or her agreement to abide by the Code, as to his or her ethical conduct and with respect to any conflicts of interest.

In accordance with the ABCA, directors who are a party to, or are a director or an officer of a person which is a party to, a material contract or material transaction or a proposed material contract or proposed material transaction are required to disclose the nature and extent of their interest and not to vote on any resolution to approve the contract or transaction. In addition, in certain cases, an independent committee of the Board may be formed to deliberate on such matters in the absence of the interested party. Any potential conflicts of interest must be reported immediately to senior management.

The Board has also adopted a whistleblower policy which provides employees with the ability to report, on a confidential and anonymous basis, any violations within the organization, including (but not limited to) questionable accounting practices, inadequate internal accounting controls, the misleading or coercion of auditors, disclosure of fraudulent or misleading financial information and instances of corporate fraud.

The Board has also adopted a Disclosure, Confidentiality and Trading Policy which provides guidance on disclosure of material information and maintaining confidentiality and restrictions on trading securities of the Corporation.

Nomination of Directors

Disclose what steps, if any, are taken to identify new candidates for board nomination, including: (i) who identifies new candidates, and (ii) the process of identifying new candidates.

The Board has not appointed a nominating committee. No formal process has been adopted by the Board to determine new nominees. The nominees are generally the result of recruitment efforts by the Board including both formal and informal discussions among the Board and officers of the Corporation.

Compensation

Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including (i) who determines compensation; and (ii) the process of determining compensation.

For information relating to the compensation of directors and executive officers of the Corporation see " Statement of Executive Compensation " herein.

Other Board Committees

If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Board does not have any committees other than the Audit Committee.

Assessment

Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

Neither the Corporation nor the Board has determined formal means or methods to regularly assess the Board, its committees or its individual directors. The Board relies on informal review and assessments of the adequacy of the committees of the Board on a regular basis.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is or has been a director or executive officer of the Corporation at any time since the beginning of the year ended December 31, 2021, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted to (i) the Corporation, or (ii) another entity where such indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation in either case at any time since the beginning of the year ended December 31, 2021.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as otherwise set forth in this Information Circular, there were no material interests, direct or indirect, of directors, nominees for director or executive officers of the Corporation, or any Shareholder who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the outstanding Common Shares, or any other Informed Person (as defined in NI 51-102) or any known associate or affiliate of such persons, in any transaction since the commencement of the last completed financial year of the Corporation or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. See " Information Concerning the Corporation – Private Placements and Reconstitution of Management ".

Prior to the Recapitalization, the Corporation was indebted to Gordon Dixon, the former President and Chief Executive Officer, a director and a significant Shareholder of Jasper, and entities owned and controlled by Gordon Dixon, in the aggregate amount of approximately $240,000. In connection with the Recapitalization, on July 15, 2022, the Corporation settled the debt by the issuance of 2,666,667 Common Shares at a deemed price of $0.09 per Common Share pursuant to debt settlement agreements.

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

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership or otherwise of any director or nominee for 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 associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting, other than the election of directors, approval of the Amended and Restated Option Plan and ratification of approval of previously granted Options.

OTHER MATTERS

Management knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Annual and Special Meeting. 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 or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Financial information in respect of the Corporation and its affairs is provided in the Corporation's annual audited comparative financial statements for the year ended December 31, 2021 and the related management's discussion and analysis available on SEDAR at www.sedar.com, or from the Corporation at:

Jasper Mining Corporation 2400, 525 – 8th Avenue SW Calgary, Alberta, T2P 1G1

SCHEDULE "A"

JASPER MINING CORPORATION

AMENDED AND RESTATED SHARE OPTION PLAN

1. Purpose of Plan

The purpose of this plan (the " Plan ") is to develop the interest of Service Providers to, Jasper Mining Corporation and its subsidiaries, if applicable, (collectively, the " Corporation ") in the growth and development of the Corporation by providing them with the opportunity through Options to acquire an increased proprietary interest in the Corporation.

2. Administration

The Plan shall be administered by the Board, or if appointed, by a committee of directors appointed from time to time by the Board (such committee, or if no such committee is appointed, the Board, is hereinafter referred to as the " Committee ") pursuant to rules of procedure fixed by the Board.

3. Granting of Options

Subject to this Section 3, the Committee may from time to time designate Service Providers (collectively, the " Optionees "), to whom options (" Options ") to purchase common shares (" Common Shares ") of the Corporation may be granted, and the number of Common Shares to be optioned to each, provided that:

(a) the total number of Common Shares issuable pursuant to Options and any Common Shares issuable under any other Security Based Compensation Plans outstanding at any time shall not exceed 10% of the aggregate number of Outstanding Securities, subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities and the Exchange to which the Corporation may be subject;
(b) the number of Common Shares issuable pursuant to all Securities Based Compensation Plans (including this Plan) to any one person in any 12 month period shall not exceed 5% of the aggregate number of Outstanding Securities, unless disinterested shareholder approval is obtained;
(c) the number of Common Shares issuable to Insiders (as a group), at any time, under all Security Based Compensation Plans (including this Plan), shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval);
(d) the number of Common Shares issued to Insiders (as a group), within any 12 month period, under all Security Based Compensation Plans (including this Plan), shall not exceed 10% of the aggregate number of Outstanding Securities (unless the Corporation has obtained the requisite disinterested shareholder approval);
(e) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to any one Consultant (as such term is defined in the policies of the TSXV) in any 12 month period under all Security Based Compensation Plans (including this Plan), shall not exceed 2% of the aggregate number of Outstanding Securities;
(f) if the Common Shares are listed on the TSXV, the aggregate number of Common Shares reserved for issuance to all persons employed to provide Investor Relations Service Activities (as such term is defined in the policies of the TSXV) in any 12 month period under all Security Based

A-2

Compensation Plans (including this Plan), shall not exceed 2% of the aggregate number of Outstanding Securities; and

(g) if the Common Shares are listed on the TSXV, a grant of Options pursuant to this Plan shall constitute a representation by the Corporation and the Optionee that the Optionee is a bona fide Director, Employee, Consultant or Management Company Employee (as such terms are defined in the policies of the TSXV).

The Common Shares that are reserved for issuance on exercise of Options granted pursuant to this Plan that are cancelled, terminated or expired in accordance with terms of the Plan prior to the exercise of all or a portion thereof shall be available for a subsequent grant of Options pursuant to this Plan to the extent of any Common Shares issuable thereunder that are not issued under such cancelled, terminated or expired Options.

4. Vesting

The Committee may, in its sole discretion, determine the time during which Options vest and the method of vesting, provided that, if the Common Shares are listed on the TSXV, Options issued to persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the Options vesting in any three month period. For greater certainty and notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of Options following the date on which they are granted. For greater certainty and notwithstanding the foregoing, no Options granted to Investor Relations Service Providers (as such term is defined in the policies of the TSXV) may be accelerated without prior Exchange acceptance.

5. Exercise Price

The exercise price (the " Exercise Price ") of any Option shall be fixed by the Committee when such Option is granted, provided that such price shall not be less than the Market Price of the Common Shares, or such other price as may be determined under the applicable rules and regulations of all regulatory authorities and the Exchange to which the Corporation may be subject.

For greater certainty, if an Optionee is an Insider, the Exercise Price may only be reduced if disinterested shareholder approval is obtained, provided that such disinterested shareholder approval is then a requirement of the Exchange to which the Corporation may be subject or other regulatory body having jurisdiction.

6. Option Terms

The period during which an Option is exercisable shall, subject to the provisions of the Plan requiring acceleration of rights of exercise, not be in excess of ten (10) years (the " Expiry Date "). Each Option shall, among other things, contain provisions to the effect that the Option shall be personal to the Optionee and shall not be assignable or transferable other than in the case of death of the Optionee. In addition and unless otherwise determined by the Board, each Option shall provide that:

(a) upon the death of the Optionee, any vested Options shall terminate on the date that is not longer than 12 months following the date of death of the Optionee; and
(b) if the Optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to, the Corporation or its subsidiaries (other than by reason of termination for cause), the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the Optionee ceases to be a director, officer or employee of the Corporation, or ceases to provide ongoing management or consulting services to, the Corporation, as the case may be;
(c) if the Optionee shall no longer be a director or officer of or be in the employ of, or consultant or other Service Provider to, the Corporation or its subsidiaries by reason of termination for cause, the

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Option shall terminate immediately on such termination for cause (whether notice of such termination occurs verbally or in writing), provided that the number of Common Shares that the Optionee (or his or her heirs or successors) shall be entitled to purchase until such date of termination: (i) shall in the case of death of the Optionee, be all of the Common Shares that may be acquired on exercise of the Options held by such Optionee (or his or her heirs or successors) whether or not previously vested, and the vesting of all such Options shall be accelerated on the date of death for such purpose; and (ii) in any case other than death or termination for cause, shall be the number of Common Shares which the Optionee was entitled to purchase on the date the Optionee ceased to be an officer, director, employee, consultant or other Service Provider, as the case may be. In the event of termination for cause, all of the Common Shares optioned, whether vested or unvested shall be forfeited.

If the normal Expiry Date of any Option falls within any Blackout Period or within 10 business days (being a day other than a Saturday, Sunday or other than a day when banks in Calgary, Alberta are not generally open for business) following the end of any Blackout Period (the " Restricted Options "), then the Expiry Date of such Restricted Options shall, without any further action, be extended to the date that is 10 business days following the end of such Blackout Period. The foregoing extension applies to all Options whatever the date of grant and shall not be considered an extension of the term of the Options as referred to in Section 16 hereof.

7. Exercise of Option

Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office, or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment in full, in the form of a bank draft, certified cheque or wire transfer, of the purchase price of the Common Shares then being purchased.

8. No Rights as a Shareholder

An Optionee shall not have any of the rights or privileges of a shareholder of the Corporation in respect of any Common Shares issuable upon exercise of an Option until certificates representing such Common Shares have been issued and delivered.

9. Cessation of Employment

For the purposes of this Plan and all option agreements, unless otherwise provided in the applicable option agreement, an Optionee shall be deemed to have ceased to be a Service Provider and an Optionee shall be deemed to have terminated or resigned from employment or consulting arrangement with the Corporation or any of its subsidiaries, as applicable, for the purposes hereof on the first to occur of such termination or resignation or the date (as determined by the Board) that the Optionee ceases in the active performance of all of the regular duties of the Optionee's job, which includes the carrying on of all of the usual and customary day-to-day duties of the job for the normal and scheduled number of hours in each working day, unless the foregoing is a result in a leave of absence (" Leave ") approved for this purpose by the Committee or senior officer to whom such Service Provider reports; the foregoing to apply whether or not adequate or proper notice of termination shall have been provided by and to the Corporation or its subsidiaries, as applicable, in respect of such termination of employment or consulting arrangement. If the Optionee shall take a Leave, the Committee may, in its sole discretion, also modify or change the vesting of any Options granted to such Optionee to take into account the period of the Leave.

10. Termination of Option in the Event of Take-Over Bid

In the event a take-over bid (as defined in the Securities Act (Alberta)), which is not exempt from the take-over bid requirements of Part 14 of the Securities Act (Alberta) (or its replacement or successor provisions) shall be made for the Common Shares, the Corporation may in the agreement providing for the grant of Options herein provide that the Corporation may require the disposition of the Options and the termination of any obligations of the Corporation to the Optionee in respect of any Options granted by paying to the Optionee in cash the difference between the Exercise

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Price of unexercised Options and the fair market value of the securities to which the Optionee would have been entitled upon exercise of the unexercised Options on such date, which determination of fair market value shall be conclusively made by the Committee, subject to approval by the Exchange. Upon payment as aforesaid, the Options shall terminate and be at an end and the Optionee shall cease to have any further rights in respect thereof.

11. Alterations in Shares

If the outstanding Common Shares are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, amalgamation, arrangement, business combination, re-capitalization, re-classification, stock dividend, subdivision or consolidation, sale of all or substantially all the assets of the Corporation for shares of another entity or any adjustment relating to the Shares optioned or issued on exercise of Options, or the Exercise Price per share as set forth in the respective stock Option agreements, shall be adjusted in accordance to the terms of such agreements. Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Common Share shall be required to be issued under the Plan on any such adjustment. Any adjustment, other than in connection with a consolidation or split, to Security Based Compensation granted or issued under a Security Based Compensation Plan is subject to prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, business combination, reorganization, spin-off, dividend or recapitalization.

12. Option Agreements

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to Option, the Exercise Price, the Expiry Date, and provisions as to vesting (if applicable), and any other terms approved by the Committee, all in accordance with the provisions of this Plan. The agreement will be in such form as the Committee may from time to time approve, or authorize the officers of the Corporation to enter into, and may contain such terms as may be considered necessary in order that the Option will comply with this Plan, any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen, and the rules of any regulatory body having jurisdiction over the Corporation.

13. Net Exercise

Subject to the provisions of the Plan, if permitted by the Committee, an Optionee (if the Common Shares are listed on the TSXV, other than any Investor Relations Service Provider (as defined in the TSXV policies)) may elect to exercise an Option by surrendering such Option in exchange for the issuance of Common Shares equal to the number determined by dividing the VWAP into the difference between the VWAP and the Exercise Price of such Option. An Option may be exercised pursuant to this Section 13 from time to time by delivery to the Corporation at its head office in Calgary, Alberta or such other place as may be specified by the Corporation, of a written notice of exercise specifying that the Optionee has elected to a cashless exercise of such Option and the number of Options to be exercised. The Corporation will not be required, upon the exercise of any Options pursuant to this Section 13, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. Upon exercise of the foregoing, the number of Common Shares actually issued shall be deducted from the number of Common Shares reserved with the TSXV, if the Common Shares are then listed, for future issuance under the Plan and the balance of the Common Shares that were issuable pursuant to the Options so surrendered shall be considered to have been cancelled and available for further issuance.

14. Acceleration of Vesting and Termination of Option

Notwithstanding any other provision in this Plan or the terms of any Option Agreement, if there takes place a Change of Control, all issued and outstanding Options shall be automatically fully vested and exercisable (whether or not then vested) immediately prior to the time such Change of Control takes place and shall terminate on the 90[th] day after the occurrence of such Change of Control, or at such earlier time as may be established by the Board, in its absolute discretion, prior to the time such Change of Control takes place.

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15. Regulatory Authorities Approvals

The Plan shall be subject to the approval, if required, of the Exchange. Any Options granted prior to such approval shall be conditional upon such approval being given, and no such Options may be exercised unless such approval, if required, is given.

16. Amendment or Discontinuance of the Plan

Subject to the restrictions set out in this Section 16, the Committee may amend or discontinue the Plan and Options granted thereunder at any time without shareholder approval; provided any amendment to the Plan that requires approval of the Exchange may not be made without approval of such Exchange. Without the prior approval of the shareholders, or such approval as may be required by the Exchange, the Committee may not:

(a) make any amendment to the Plan to increase the percentage of Common Shares reserved for issuance on exercise of outstanding Options at any time pursuant to Subsection 3(a) hereof;
(b) reduce the Exercise Price of any outstanding Options granted to Insiders;
(c) extend the term of any outstanding Option granted to an Insider beyond the original expiry date of such Option (other than in accordance with Section 6 hereof);
(d) make an amendment to increase the maximum limit on the number of securities that may be issued pursuant to Subsections 3(b), (c) or (d);
(e) make any amendment to the Plan that would permit an Optionee to transfer or assign Options to a new beneficial Optionee other than in the case of death of the Optionee; or
(f) make an amendment to amend this Section 16.

In respect of subsections (b), (c) and (d) of this Section 16, reference to prior shareholder approval shall mean prior disinterested shareholder approval.

The Committee may amend or terminate the Plan or any outstanding Option granted hereunder at any time without the approval of the Corporation, the shareholders of the Corporation or any Optionee whose Option is amended or terminated, in order to conform the Plan or such Option, as the case may be, to applicable law or regulation or the requirements of any relevant Exchange or regulatory authority, whether or not that amendment or termination would affect any accrued rights, subject to the approval of that Exchange or regulatory authority.

In addition, no amendment to the Plan or Options granted pursuant to the Plan may be made without the consent of the Optionee, if it adversely alters or impairs any Option previously granted to such Optionee under the Plan.

17. Hold Period

In addition to any resale restrictions imposed under applicable securities laws, if required by relevant Exchange or any other regulatory authority, Options granted under the Plan and Common Shares issued on exercise of such Options may be required to be legended evidencing that the Options and the Common Shares issued upon exercise of the Options are subject to a hold period or restricted period as required by the TSXV or the TSX or other applicable regulatory authority and the Optionee by accepting the Option agrees to comply therewith.

18. Common Shares Duly Issued

Common Shares issued upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt by the Corporation of the Exercise Price therefore in accordance with the terms of the Option, and the issuance of Common Shares thereunder will not require a resolution or approval of the Board.

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19. Tax Withholding

The Corporation shall have the power and the right to deduct or withhold, or require (as a condition of exercise) an Optionee to remit to the Corporation, the required amount to satisfy, in whole or in part, federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan, including the grant or exercise of Options granted under the Plan. With respect to required withholding, the Corporation shall have the irrevocable right to (and the Optionee consents to) the Corporation setting off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Corporation to such Optionee (whether arising pursuant to the Optionee's relationship as a director, officer or employee of the Corporation or as a result of the Optionee providing services on an ongoing basis to the Corporation or otherwise), or may make such other arrangements satisfactory to the Optionee and the Corporation. In addition, the Corporation may elect, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by withholding such number of Common Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the withholding obligation net of selling costs (which costs shall be the responsibility of the Optionee and which shall be and are authorized to be deducted from the proceeds of sale). The Optionee 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. Any reference in this Plan to the issuance of Common Shares or a payment of cash is expressly subject to this Section.

20. No Guarantees Regarding Tax Treatment

Optionees (or their beneficiaries) shall be responsible for all taxes with respect to any Option under the Plan, whether arising as a result of the grant or exercise of Options or otherwise. The Corporation and the Committee make no guarantees to any person regarding the tax treatment of an Option or payments made under the Plan and none of the Corporation or any of its employees or representatives shall have any liability to an Optionee with respect thereto.

21. Prior Plans

Upon receipt of all approvals that may be required pursuant to paragraph 16 hereof, this Plan will supersede and replace the prior option plan of the Corporation dated effective May 1, 2014, and all Options to acquire Common Shares of the Corporation granted under such plan shall henceforth be Options governed by and subject to the provisions of this Plan. For further certainty, no term of this Plan shall govern any Option to the extent that such term (either alone or in combination with any other term or terms) could:

(a) cause the Option to be disposed of by the Optionholder, or
(b) cause the value of the Option to be different immediately after this Plan comes into effect, as compared to the value immediately before this Plan comes into effect.

22. Definitions

(a) " All or Substantially All of the Assets " means greater than 90% of the aggregate fair market value of the assets of the Corporation and its subsidiaries, on a consolidated basis, as determined by the Board in its sole discretion.
(b) " associate ", " affiliate " have the meanings ascribed thereto in the Securities Act (Alberta).
(c) " 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 Option.
(d) " Board " means the board of directors of the Corporation as it may be constituted from time to time. (e) " Change of Control " means:

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(i) a successful takeover bid; or
(ii) (A) any change in the beneficial ownership or control of the outstanding securities or other interests of the Corporation which results in:
(I) a person or group of persons "acting jointly or in concert" (within the meaning of NI 62-104); or
(II) an affiliate or associate of such person or group of persons;

holding, owning or controlling, directly or indirectly, more than 50% of the outstanding voting securities or interests of the Corporation; and

  - (B) members of the Board who are members of the Board immediately prior to the earlier of such change and the first public announcement of such change cease to constitute a majority of the Board at any time within sixty days of such change; or

(iii) Incumbent Directors no longer constituting a majority of the Board; or
(iv) the winding up of the Corporation or the sale, lease or transfer of All or Substantially All of the Assets to any other person or persons and the distribution of greater than 90% of the net proceeds from such sale, lease or transfer to the shareholders of the Corporation within 60 days of the completion of such sale, lease or transfer (other than pursuant to an internal reorganization or in circumstances where the business of the Corporation is continued and where the shareholdings or other securityholdings, as the case may be, in the continuing entity and the constitution of the board of directors or similar body of the continuing entity is such that the transaction would not be considered a "Change of Control" if paragraph (e)(ii) above was applicable to the transaction); provided that, for greater certainty, a sale, lease or exchange of all or substantially all the property of the Corporation for purposes of the Business Corporations Act (Alberta) shall not be considered a sale, lease or transfer All or Substantially All of the Assets for purposes of this paragraph (e)(iv) unless the property that is the subject of such sale, lease or exchange represents greater than 90% of the aggregate fair market value of the assets of the Corporation and its subsidiaries, on a consolidated basis, as determined in accordance with paragraph 1.1(a); or
(v) any determination by a majority of the Board that a Change of Control has occurred or is about to occur and any such determination shall be binding and conclusive for all purposes of the Plan.
(f) " Exchange " means the stock exchange, if any, on which the Common Shares are listed and posted for trading including the TSXV or the TSX and, if the Common Shares are listed on more than one stock exchange, such stock exchange as may be selected for such purpose by the Board.
(g) " Incumbent Directors " means any member of the Board who was a member of the Board at the effective date of the Plan and any successor to an Incumbent Director who was recommended or elected or appointed to succeed any Incumbent Director by the affirmative vote of the Board, including a majority of the Incumbent Directors then on the Board, prior to the occurrence of the transaction, transactions, elections or appointments giving rise to a Change of Control.
(h) " Insider " means an insider as defined in subsection 1(aa) of the Securities Act (Alberta) and includes an associate of any Insider.

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(i) " Market Price " means: (i) if the Common Shares are listed on the TSXV, " Discounted Market Price " as such term is defined in the policies of the TSXV; or (ii) if the Common Shares are listed on the TSX or other principal stock exchange, the volume weighted average trading price of the Common Shares on the TSX (or such other principal stock exchange on which the Common Shares may then trade) for the five consecutive trading days immediately prior to the date of grant; or (iii) if the Common Shares are not then listed and posted for trading on the TSXV or TSX, or any other principal stock exchange, the market price as determined by the Committee in its sole discretion based upon such factors as it deems appropriate acting reasonably and in good faith.
(j) " Outstanding Securities " at the time of any share issuance or grant of Options means the aggregate number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSXV, the TSX or such other stock exchange as the Common Shares may be listed for trading.
(k) " Security Based Compensation Plans " means: (i) stock option plans for the benefit of Service Providers; (ii) individual stock options granted to Service Providers if not granted pursuant to a plan previously approved by the Corporation's shareholders; (iii) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances by the Corporation of securities from treasury; (v) restricted share unit plan and/or performance share unit plan; (vi) deferred share unit plan for the benefit of directors; (vii) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and (viii) security purchases from treasury by a Service Provider which is financially assisted by the Corporation by any means whatsoever; and
(l) " Service Provider " means directors, officers, employees, consultants of the Corporation and if the Common Shares are then listed on the TSXV, Management Company Employees (as such term is defined in the policies of the TSXV) of the Corporation.
(m) " subsidiary " has the meaning ascribed there in the Securities Act (Alberta) Alberta).
(n) " TSX " Toronto Stock Exchange.
(o) " TSXV " TSX Venture Exchange Inc.
(p) " VWAP " means the volume weighted average trading price of the Common Shares on the Exchange, calculated by dividing the total value by the total volume of such securities trading for the five (5) trading days immediately preceding the exercise of the subject option.

23. Effective Date

This amended and restated option plan of Jasper Mining Corporation is effective on July 15, 2022.

SCHEDULE "B"

BY-LAW NO. 1

RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF

JASPER MINING CORPORATION

Section

Subject

One Interpretation Two Business of Jasper Three Directors Four Committees Five Protection of Directors and Officers Six Shares Seven Dividends Eight Meetings of Shareholders Nine Notices Ten Effective Date and Repeal

IT IS HEREBY ENACTED as By-law No. 1 of Jasper Mining Corporation (" Jasper " or the " Corporation ") as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In the by-laws of Jasper, unless the context otherwise requires:

(a) " Act " means the Business Corporations Act (Alberta), and any statute that may be substituted therefor, as from time to time amended;
(b) " articles " means the articles of incorporation, continuance or amalgamation of the Corporation, as from time to time amended or restated;
(c) " board " means the board of directors of Jasper;
(d) " by-laws " means this by-law and all other by-laws of Jasper from time to time in force and effect;
(e) " electronic means ", in respect of attending or holding a meeting, means a method of electronic or telephonic communication that enables all persons attending the meeting to hear and communicate with each other instantaneously, including, without limitation, teleconferencing and computer network-based or internet based communication platforms;
(f) " meeting of shareholders " means any meeting of shareholders, including any meeting of one or more classes or series of shareholders;
(g) " recorded address " means, in the case of a shareholder, the address as recorded in the securities register; in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding

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or the first address so appearing if there are more than one; and, in the case of a director, officer, auditor or member of a committee of the board, his or her latest address as recorded in the records of Jasper; and

(h) " signing officer " means any person authorized to sign any document on behalf of Jasper pursuant to these by-laws or by a resolution of the board.

Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.

1.2 Conflict with the Act or the Articles

To the extent of any conflict between the provisions of the by-laws and the provisions of the Act or the articles, the provisions of the Act or the articles shall govern.

1.3 Headings

The headings used throughout the by-laws are inserted for convenience of reference only and are not to be used as an aid in the interpretation of the by-laws.

1.4 Invalidity of any Provision of By-laws

The invalidity or unenforceability of any provision of the by-laws shall not affect the validity or enforceability of the remaining provisions of the by-laws.

ARTICLE 2 BUSINESS OF JASPER

2.1 Corporate Seal

The corporate seal of Jasper, if any, shall be in such form as the board may from time to time by resolution approve.

2.2 Financial Year

The financial year of Jasper shall end on such date in each year as the board may from time to time by resolution determine.

2.3 Execution of Instruments

Agreements, contracts, deeds, transfers, assignments, obligations, certificates and other instruments may be signed on behalf of Jasper by any two directors or officers of Jasper, acting together. In addition, the board may from time to time direct the manner in which and the person or persons by whom any instrument or instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.

2.4 Banking Arrangements

The banking business of Jasper including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be authorized by 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.

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2.5 Voting Rights in Other Bodies Corporate

The signing officers 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 Jasper. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the persons 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 or, failing the board, the signing officers 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.

2.6 Insider Trading Reports and Other Filings

Any one officer or director of Jasper may execute and file on behalf of Jasper insider trading reports and other filings of any nature whatsoever required under applicable corporate or securities laws. ARTICLE 3 DIRECTORS

3.1 Number of Directors

Subject to the limitation and requirements provided in the articles, the number of directors of Jasper shall be determined from time to time by resolution of the shareholders or the board.

3.2 Calling and Notice of Meetings

Meetings of the board shall be called and held at such time and at such place as the board, the chairman of the board, the chief executive officer or any two directors may determine, and the secretary or any other officer shall give notice of meetings when directed or authorized by such persons. Notice of each meeting of the board shall be given in the manner provided in the Act to each director not less than 24 hours before the time when the meeting is to be held, provided that, if a quorum of directors is present, the board may without notice hold a meeting immediately following an annual meeting of shareholders. Notice of a meeting of the board may be given verbally, in writing or by electronic means, telephone or any other means of communication. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting, except where required by the Act. Notwithstanding the foregoing, the board may from time to time fix a day or days in any month or months for regular meetings of the board at a place and hour to be named, in which case, provided that a copy of any such resolution is sent to each director forthwith after being passed and forthwith after each director's appointment, no other notice shall be required for any such regular meeting except where the Act requires specification of the purpose or the business to be transacted thereat.

Notice of any meeting of directors or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any director verbally at a meeting of the board, in writing or by electronic means to the Corporation or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at any meeting of directors is a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

3.3 Place of Meetings

Meetings of the board may be held at any place in or outside Alberta. A director who attends a meeting of directors, in person or by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear each other, is deemed to have consented to the location of the meeting except when the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

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3.4 Meetings by Electronic Means

A director may participate in a meeting of the board or of a committee of the board by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear each other. A director participating in such a meeting in such manner shall be considered present at the meeting and at the place of the meeting.

3.5 Quorum

The quorum for the transaction of business at any meeting of the board shall consist of a majority

of directors.

3.6 Chairman

The chairman of the board shall be the chairman of any meeting of the board. If the chairman of the board is not present, the directors present shall choose one of their number to be chairman.

3.7 Action by the Board

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 chairman of the meeting shall not be entitled to a second or casting vote. 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 who would be entitled to vote on that resolution at a meeting of the board. Resolutions in writing may be signed in counterparts and may be executed and delivered by e-mail or facsimile transmission. Resolutions in writing shall become effective on the date set forth therein.

3.8 Adjourned Meeting

Any meeting of directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place. The adjourned meeting shall be duly constituted if a quorum is present and if it is held in accordance with the terms of the adjournment. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

3.9 Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for reasonable travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving Jasper in any other capacity and receiving remuneration therefor.

3.10 Officers

The board from time to time may appoint one or more officers of Jasper and, without prejudice to rights under any employment contract, may remove any officer of Jasper. The powers and duties of each officer of Jasper shall be those determined from time to time by the board and, in the absence of such determination, shall be those usually incidental to the office held.

3.11 Agents and Attorneys

The board shall have the power from time to time to appoint agents or attorneys for Jasper in or outside Canada with such powers of management or otherwise (including the power to sub delegate) as may be thought fit.

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3.12 Advance Nomination of Directors

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors:
(i) by or at the direction of the board, including pursuant to a notice of meeting;
(ii) by or at the direction or request of one or more shareholders of the Corporation pursuant to a "proposal" made in accordance with section 136(1) of the Act, or a requisition of the shareholders made in accordance with section 142(1) of the Act; or
(iii) by any person (a " Nominating Shareholder ") who: (i) at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Section 3.12 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation; and (ii) complies with the notice procedures set forth below in this Section 3.12.
(b) In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given notice thereof that is both timely (in accordance with Section 3.12(c) below) and in proper written form (in accordance with Section 3.12(d) below) to the Chief Financial Officer of the Corporation at the principal executive offices of the Corporation.
(c) To be timely, a Nominating Shareholder's notice (a " Timely Notice ") to the Chief Financial Officer of the Corporation must be made:
(i) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the " Notice Date ") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10[th] ) day following the Notice Date; and
(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15[th] ) day following the day on which the first public announcement of the date of the special meeting of shareholders was made,

provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy related materials in respect of a meeting described in Section 3.12(c)(i) or Section 3.12(c)(ii) and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the date of the applicable meeting.

In the event of an adjournment or postponement of an annual meeting or special meeting of shareholders or any announcement thereof, a new time period shall commence for the giving of a Timely Notice.

(d) To be in proper written form, a Nominating Shareholder's notice to the Chief Financial Officer of the Corporation must set forth:
(i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (i) the name, age, business address and residential address of the person; (ii) the principal

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occupation, business or employment of the person for the most recent five years, and the name and principal business of any company in which any such employment is carried on; (iii) the citizenship of such person; (iv) the number of securities of each class or series of securities in the capital of the Corporation which are owned beneficially or of record by the person or under the control or direction, directly or indirectly, of the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (v) such person's written consent to being named in the notice as a nominee and to serving as a director of the Corporation if elected; and (vi) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and

(ii) as to the Nominating Shareholder giving the notice: (i) the name and address of such Nominating Shareholder, as they appear on the securities register of the Corporation; (ii) the number of securities of each class or series of securities of the Corporation owned of record and beneficially by, or under the control or direction of, directly or indirectly, such Nominating Shareholder; (iii) full particulars regarding any agreement, arrangement or understanding with respect to the nomination between or among such Nominating Shareholder, any of their respective affiliates or associates, and any others acting jointly or in concert with any of the foregoing, including the nominee; (iv) full particulars regarding any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the notice by, or on behalf of, such Nominating Shareholder, whether or not such instrument or right shall be subject to settlement in underlying securities of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Nominating Shareholder with respect to securities of the Corporation; (v) full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct or control the voting of any securities of the Corporation; and (vi) any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The Corporation may require any proposed nominee to furnish such other information and documents as may reasonably be required by the Corporation to (i) determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence and/or qualifications, or lack thereof, of such proposed nominee, or (ii) satisfy the requirements of applicable stock exchange rules.

In addition, a Nominating Shareholder's notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

(e) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 3.12; provided, however, that nothing in this Section 3.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
(f) For purposes of this Section 3.12:

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(i) " public announcement " shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and
(ii) " Applicable Securities Laws " means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.
(g) Notwithstanding any other provision of this Section 3.12, notice given to the Chief Financial Officer of the Corporation pursuant to this Section 3.12 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Chief Financial Officer of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Chief Financial Officer at the address of the principal executive offices of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Calgary time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
(h) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Section 3.12.

ARTICLE 4 COMMITTEES

4.1 Transaction of Business

The powers of any committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. At all meetings of committees every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote. Resolutions in writing may be signed in counterparts and may be executed and delivered by e-mail or facsimile transmission. Resolutions in writing shall become effective on the date set forth therein.

4.2 Procedure

Unless otherwise determined by the board, a quorum for meetings of any committee shall be a majority of its members, each committee shall have the power to appoint its chairman and the rules for calling, holding, conducting and adjourning meetings of the committee shall be the same as those governing the board. Each member of a committee shall serve during the pleasure of the board and, in any event, only so long as he or she shall be a director. The directors may fill vacancies in a committee by appointment from among their members. Provided that a quorum is maintained, the committee may continue to exercise its powers notwithstanding any vacancy among its members.

ARTICLE 5 PROTECTION OF DIRECTORS AND OFFICERS

5.1 Limitation of Liability

No director or officer for the time being of Jasper shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to Jasper through the insufficiency or deficiency of title to any property acquired by

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Jasper or for or on behalf of Jasper or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to Jasper shall be placed or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or with which any moneys, securities or effects shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets of or belonging to Jasper or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her failure to exercise the powers and to discharge the duties of his or her office honestly, in good faith and with a view to the best interests of Jasper and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

5.2 Indemnity

Jasper hereby indemnifies, to the maximum extent permitted under the Act, each director and officer and each former director and officer, and may indemnify a person who acts or acted at Jasper's request as a director or officer of a body corporate of which Jasper is or was a shareholder or creditor, and their heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, investigative or administrative action or proceeding in which he or she is made a party by reason of being or having been a director or officer of Jasper or such body corporate.

5.3 Insurance

Jasper may purchase and maintain insurance for the benefit of any person against any liability incurred by him or her:

(a) in his or her capacity as a director or officer of Jasper; or
(b) in his or her capacity as a director or officer of another body corporate where he or she acts or acted in that capacity at Jasper's request.

ARTICLE 6 SHARES

6.1 Non-recognition of Trusts

Subject to the provisions of the Act, Jasper may treat as the 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 Jasper's records or on the share certificate.

6.2 Joint Shareholders

If two or more persons are registered as joint holders of any share:

(a) Jasper shall record only one address on its books for such joint holders; and
(b) the address of such joint holders for all purposes with respect to Jasper shall be their recorded address,

and 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.

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ARTICLE 7 DIVIDENDS

7.1 Dividend Cheques

A dividend payable in cash shall be paid by cheque of Jasper or of any dividend paying agent appointed by the board, to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the shareholder's recorded address, unless such holder otherwise directs and Jasper agrees to follow such direction. In the case of joint holders the cheque shall, unless such joint holders otherwise direct and Jasper agrees to follow such direction, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is 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 Jasper is required to and does withhold.

7.2 Non-Receipt of Cheques

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

7.3 Unclaimed Dividends

Any dividend unclaimed after the last business day prior to the third anniversary of the date on which the same has been declared to be payable shall be forfeited and shall revert to Jasper and shall have been deemed to be transferred to Jasper on such date. ARTICLE 8 MEETINGS OF SHAREHOLDERS

8.1 Chairman, Secretary and Scrutineers

The chairman of any meeting of shareholders, who need not be a shareholder of Jasper, shall be the first of the chairman of the board, any director who is present at the meeting, or an officer who is present at the meeting (in order of seniority). If no such officer is present and willing to act as chairman within fifteen minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. The chairman shall conduct the proceedings at the meeting in all respects and the chairman's decision in any matter or thing, including, but without in any way limiting the generality of the foregoing, any question regarding the validity or invalidity of any instruments of proxy and any question as to the admission or rejection of a vote, shall be conclusive and binding upon the shareholders. The secretary of any meeting of shareholders shall be the secretary of Jasper, provided that, if Jasper does not have a secretary or if the secretary of Jasper is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. The board may from time to time appoint in advance of any meeting of shareholders one or more persons to act as scrutineers at such meeting and, in the absence of such appointment, the chairman may appoint one or more persons to act as scrutineers at any meeting of shareholders. Scrutineers so appointed may, but need not be, shareholders, directors, officers or employees of Jasper.

8.2 Persons Entitled to be Present

The only persons entitled to be present at a meeting of shareholders shall be:

(a) those entitled to vote at such meeting;
(b) the directors, officers and auditors of Jasper;

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(c) 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;
(d) legal counsel to Jasper when invited by Jasper to attend the meeting; and
(e) any other person on the invitation of the chairman or with the consent of the meeting.

8.3 Quorum

A quorum for the transaction of business at any meeting of shareholders shall be at least two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxy or representative for an absent shareholder so entitled, and representing in the aggregate not less than 25% of the outstanding shares of Jasper carrying voting rights at the meeting, provided that, if there should be only one shareholder of Jasper entitled to vote at any meeting of shareholders, the quorum for the transaction of business at the meeting of shareholders shall consist of the one shareholder.

8.4 Representatives

The authority of an individual to represent a body corporate or association at a meeting of shareholders of Jasper shall be established by depositing with Jasper a certified copy of the resolution of the directors or governing body of the body corporate or association, as the case may be, granting such authority, or in such other manner as may be satisfactory to the chairman of the meeting.

8.5 Action by Shareholders

The shareholders shall act by ordinary resolution unless otherwise required by the Act, articles or by-laws. In case of an equality of votes either upon a show of hand or upon a poll, the chairman of the meeting shall not be entitled to a second or casting vote.

8.6 Show of Hands

Upon a show of hands every persons 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 required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried 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 said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

8.7 Ballots

A ballot required or demanded shall be taken in such manner as the chairman 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 they are 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.

8.8 Meetings by Electronic Means

With the consent of the chairman of the meeting or the consent (as evidenced by a resolution) of the persons present and entitled to vote at the meeting, a shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be considered present at the meeting and at the place of the meeting. Subject to the Act, if the directors or the shareholders of the Corporation call a meeting of shareholders, the directors or the shareholders, as the case may

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be, may determine that the meeting shall be held entirely by electronic means, telephone or other communication facility that permits all participants to communicate adequately with each other during the meeting.

ARTICLE 9 NOTICES

9.1 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.

9.2 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 the shareholder derives title to such share prior to the shareholder's name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which the shareholder became so entitled) and prior to such person furnishing to Jasper the proof of authority or evidence of the shareholder's entitlement prescribed by the Act.

ARTICLE 10 EFFECTIVE DATE AND REPEAL

10.1 Effective Date

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

10.2 Repeal

All previous by-laws of Jasper are repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or 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 (as defined in the Act) or predecessor charter documents of Jasper obtained pursuant to, any such bylaw prior to its repeal. All officers and persons acting under any such by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders, the board or a committee of the board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this bylaw and until amended or repealed.

MADE by the board the 15[th] day of July, 2022.

(signed) " Tim de Freitas "

Authorized Signatory

CONFIRMED by the shareholders in accordance with the Business Corporations Act (Alberta) the _day of ______, 2022.

Authorized Signatory

SCHEDULE "C"

JASPER MINING COPRORATION

AUDIT COMMITTEE MANDATE

1. Establishment of Audit Committee: The Board of Directors (the " Board ") of Jasper Mining Corporation (the " Corporation ") hereby establishes a committee to be called the Audit Committee (the " Committee ").

2. Membership: The Committee shall be comprised of at least three (3) directors or such greater number as the Board may determine from time to time and all members of the Committee shall be "independent" (as such term is used in National Instrument 52-110 – Audit Committees (" NI 52-110 ")) unless the Board determines that the exemption contained in NI 52 110 is available and determines to rely thereon. All of the members of the Committee must be "financially literate" unless the Board determines that an exemption under NI 52 110 from such requirement in respect of any particular member is available and determines to rely thereon in accordance with the provisions of NI 52 110. For the purposes of this Mandate, "financially literate" has the meaning ascribed thereto in NI 52-110 and means that the member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

The Board may from time to time designate one of the members of the Committee to be the Chair of the Committee.

3. Role and Objective: The Committee shall, in addition to any other duties and responsibilities specifically delegated to it by the Board, generally assume responsibility for oversight of the following:

(a) nature and scope of the annual audit;
(b) the oversight of management's reporting on internal accounting standards and practices;
(c) the review of financial information, accounting systems and procedures;
(d) financial reporting and financial statements,

and the Board has charged the Committee with the responsibility of recommending, for approval of the Board, the audited financial statements, interim financial statements and other mandatory disclosure releases containing financial information.

The primary objectives of the Committee are as follows:

(a) to assist the Board in meeting its responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Corporation and related matters;
(b) to provide better communication between directors and external auditors;
(c) to ensure the external auditor's independence;
(d) to increase the credibility and objectivity of financial reports; and
(e) to strengthen the role of the independent directors of the Corporation by facilitating in-depth discussions between directors of the Committee, management of the Corporation and external auditors.

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4. Mandate and Responsibilities of Committee: The Committee will have the authority and responsibility to:

(a) oversee the work of the external auditors, including the resolution of any disagreements between management and the external auditors regarding financial reporting;
(b) satisfy itself on behalf of the Board with respect to the Corporation's internal control systems identifying, monitoring and mitigating business risks; and ensuring compliance with legal, ethical and regulatory requirements;
(c) review the annual and interim financial statements of the Corporation and related management's discussion and analysis (" MD&A ") prior to their submission to the Board for approval; the process may include but not be limited to:
- (i) reviewing changes in accounting principles and policies, or in their application, which may have a material impact on the current or future years' financial statements;
- (ii) reviewing significant accruals, reserves, estimates (such as the ceiling test calculation) and judgments made by management in preparation of financial statements and the appropriateness of such accruals, reserves, estimates and judgments;
- (iii) reviewing accounting treatment of unusual or non-recurring transactions;
- (iv) ascertaining compliance with covenants under loan agreements;
- (v) reviewing disclosure requirements for commitments and contingencies;
- (vi) reviewing adjustments raised by the external auditors, whether or not included in the financial statements;
- (vii) reviewing unresolved differences between management and the external auditors; and
- (viii) obtain explanations of significant variances with comparative reporting periods.
(d) review the financial statements, MD&A and all public disclosure containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results) before release and prior to Board approval; the Committee must be satisfied that adequate procedures are in place for the review of the Corporation's disclosure of other financial information and must periodically assess the adequacy of those procedures;
(e) with respect to the appointment of external auditors by the Board:
- (i) recommend to the Board the external auditors to be nominated;
- (ii) recommend to the Board the terms of engagement of the external auditor, including the compensation of the auditors and a confirmation that the external auditors will report directly to the Committee;
- (iii) on an annual basis, review and discuss with the external auditors all significant relationships such auditors have with the Corporation to determine the auditors' independence;
- (iv) when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change;

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  - (v) review and pre approve any non-audit services to be provided to the Corporation or its subsidiaries by the external auditors and consider the impact on the independence of such auditors.  The Committee may delegate to one or more independent members the authority to pre–approve non–audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre–approval and the member(s) comply with such other procedures as may be established by the Committee from time to time: and

  - (vi) review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of the Corporation and its subsidiaries;

(f) review with external auditors (and internal auditor if one is appointed by the Corporation) their assessment of the internal controls of the Corporation, their written reports containing recommendations for improvement, and management's response and follow-up to any identified weaknesses;
(g) review risk management policies and procedures of the Corporation (i.e., hedging, litigation and insurance);
(h) to review and satisfy itself on behalf of the Board that management has adequate procedures in place for reporting and certification under the Extractive Sector Transparency Measures Act (Canada) (" ESTMA ") when the Corporation is required to comply with ESTMA;
(i) establish a procedure for:
- (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
- (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
(j) review and approve the Corporation's hiring policies regarding partners and employees and former partners and employees of the present and former external auditors of the Corporation.

5. Meeting Administrative Matters: The following general provisions shall have application to the Committee:

(a) At all meetings of the Committee every resolution shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.
(b) The Chair will preside at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee that are present will designate from among such members the Chair for purposes of the meeting.
(c) A quorum for meetings of the Committee will be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee will be the same as those governing the Board unless otherwise determined by the Committee or the Board.
(d) Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee will be taken. The Chief Financial Officer of the Corporation will attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Chairman.

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(e) The Committee will meet with the external auditor in camera at least once per quarter (in connection with the preparation of the annual and interim financial statements) and at such other times as the external auditor and the Committee consider appropriate.
(f) Agendas will be circulated to Committee members along with background information on a timely basis prior to the Committee meetings.
(g) The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as it sees fit from time to time to attend at meetings of the Committee and assist in the discussion and consideration of the matters being considered by the Committee.
(h) Minutes of the Committee will be recorded and maintained and circulated to directors who are not members of the Committee as requested.
(i) The Committee has authority to communicate directly with the internal auditors (if any) and the external auditors of the Corporation. The Committee will also have the authority to investigate any financial activity of the Corporation. All employees of the Corporation are to cooperate as requested by the Committee.
(j) The Committee may also retain persons having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at such compensation as established by the Committee and at the expense of the Corporation without any further approval of the Board.
(k) Any members of the Committee may be removed or replaced at any time by the Board and will cease to be a member of the Committee as soon as such member ceases to be a director. The Board may fill vacancies on the Committee by appointment from among its members. If and whenever a vacancy exists on the Committee, the remaining members may exercise all its powers so long as a quorum remains. Subject to the foregoing, following appointment as a member of the Committee each member will hold such office until the Committee is reconstituted.
(l) Any issues arising from these meetings that bear on the relationship between the Board and management should be communicated to the Chair of the Board.

Nothing contained in this mandate is intended to expand applicable standards of liability under statutory, regulatory, common law or any other legal requirements for the Board or members of the Committee. The Committee may adopt additional policies and procedures as it deems necessary from time to time to fulfill its responsibilities.

AI assistant

Tuktu Resources Ltd. — AGM Information 2022

44385_rns_2022-09-26_86db373e-8f2a-4f2b-a477-458d4a09eaa0.pdf

JASPER MINING CORPORATION

JASPER MINING CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 19, 2022

TO THE HOLDERS OF COMMON SHARES

BY ORDER OF THE BOARD OF DIRECTORS

TABLE OF CONTENTS

SCHEDULES

JASPER MINING CORPORATION

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, OCTOBER 19, 2022

DATED: SEPTEMBER 14, 2022

Solicitation of Proxies

Beneficial Holders of Common Shares

Notice-And-Access

Revocability of Proxy

Persons Making the Solicitation

Exercise of Discretion by Proxy

MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements and Auditor's Report

Fix the Number of Directors to be elected at the Meeting at Five

Election of Directors

Advance Notice By-laws

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Appointment of Auditors

Ratification and Approval of Amended and Restated Option Plan

Approval Required

Ratification and Approval of Outstanding Options Granted to the New Management Team

Approval Required

Ratification and Approval of Outstanding Options Granted to a Director

Approval Required

Repeal and Replacement of By-Laws

Approval Required

Name Change

Amendment of the Articles of the Corporation

INFORMATION CONCERNING THE CORPORATION

Voting Securities and Principal Holders Thereof

Private Placements and Reconstitution of Management

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

New Compensation Practices and Compensation Decisions since the Completion of the Recapitalization

Salary

Options

Other Benefits and Perquisites

Bonus Program

Summary

Summary Compensation Table

Notes:

Incentive Plan Awards

Stock Option Plan

Outstanding Option-based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Pension Plan Benefits

Termination and Change of Control Benefits

Clawback Policy

Short Sales, Puts, Calls and Options

Director Compensation

Directors' Summary Compensation Table

Directors Outstanding Option-based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Securities Authorized for Issuance Under Equity Compensation Plans

AUDIT COMMITTEE INFORMATION

Audit Committee's Charter

Composition of the Audit Committee

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

CORPORATE GOVERNANCE

Board of Directors

Disclose the identity of directors who are independent.

Disclose the identity of directors who are not independent, and describe the basis for that determination.

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

Nomination of Directors

Tuktu Resources Ltd. AGM Information 2022