NOTICE OF

ANNUAL GENERAL AND SPECIAL MEETING

of

SHAREHOLDERS

and

MANAGEMENT INFORMATION CIRCULAR

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Friday, September 8, 2023

3:00 p.m. (Eastern)

2864, chemin Sullivan Val-d’Or, Québec, Canada and by telephone conference call

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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general and meeting special (the “ Meeting ”) of the shareholders of Vald’Or Mining Corporation (“ Val-d’Or Mining ”) will be held on Friday, September 8, 2023 , at 3:00 p.m. (Eastern) at 2864, chemin Sullivan, Val-d’Or, Québec, and by telephone conference call (see below) , for the following purposes:

(i) to receive the financial statements for the year ended December 31, 2022, and the report of our auditor on those statements;
(ii) to elect directors;
(iii) to appoint McGovern Hurley LLP as auditor of Val-d’Or Mining;
(iv) to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution (by disinterested vote) approving the purchase and subsequent cancellation of net smelter return and gross overriding royalty interests from 2973090 Canada Inc. and Glenn J. Mullan over certain of Val-d’Or Mining’s grassroots properties, the details of which are set out in the accompanying Information Circular at Part 3 – The Business of the Meeting – Approval of NSR Purchase Agreement with 2973090 Canada Inc. and Glenn J. Mullan;
(v) to approve the previously adopted 10% rolling stock option incentive plan, as required annually by the TSX Venture Exchange; and
(vi) to consider any other proper business.

Details of all matters proposed to be put before the Meeting are set forth in the accompanying management information circular and form of proxy and should be read in conjunction with this Notice.

In order to participate in the Meeting via teleconference, shareholders must preregister 15 minutes before the start of the Meeting at https://bit.ly/35yoFDo or, alternatively, at https://valdormining.com/agm/2023/sep8. Upon registration, participants will receive an individual pin to access the meeting via teleconference, along with the dial-in instructions.

DATED at Val-d’Or, Québec, this 4[th] day of August, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Glenn J. Mullan” Glenn J. Mullan President, Chief Executive Officer, Chairman and Director

Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions as soon as possible.

Please complete, date and sign your form of proxy and return it to our transfer agent, Odyssey Trust Company, Suite 350, 409 Granville Street, Vancouver, British Columbia V6C 1T2, Attention: Proxy Department; or by facsimile: 1-800-5174553 – or vote through the Internet following the instructions on the form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 3:00 p.m. (Eastern) on Wednesday, September 6, 2023 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting.

If you are not a registered shareholder, please refer to the accompanying management information circular for information on how to vote your shares.

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MANAGEMENT INFORMATION CIRCULAR

The information contained in this management information circular (the “ Circular ”), unless otherwise indicated, is as of August 4, 2023.

This Circular is being mailed by the management of Val-d’Or Mining Corporation (hereinafter referred to as “ Vald’Or Mining ” or the “ Company ”) to everyone who was a shareholder of record of Val-d’Or Mining on Friday, August 4, 2023, which is the date that has been fixed by our Board of Directors as the record date to determine shareholders who are entitled to receive notice of the annual general and special meeting.

This Circular is being mailed in connection with the solicitation of proxies by and on behalf of management for use at the annual general and special meeting (the “ Meeting ”) of the shareholders of Val-d’Or Mining being held on Friday, September 8, 2023 , at 3:00 p.m. (Eastern) at 2864, chemin Sullivan, Val-d’Or, Québec, and by telephone conference call.

The solicitation of proxies will be primarily by mail. Certain employees, officers or directors of Val-d’Or Mining may also solicit proxies by telephone or in person. The cost of solicitation will be borne by Val-d’Or Mining.

Under our Articles, a quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting.

PART 1 – VOTING

HOW A VOTE IS PASSED

All of the matters that will come to a vote at the Meeting as described in the attached Notice of Annual General and Special Meeting are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favor, then the resolution is approved. The resolution to approve the NSR Purchase Agreement (as hereinafter defined) with 2973090 Canada Inc. and Glenn J. Mullan must be passed by disinterested vote as required by the policies of the TSX Venture Exchange, the details of which are included at Part 3 – The Business of the Meeting – Approval of the NSR Purchase Agreement with 2973090 Canada Inc. and Glenn J. Mullan.

WHO CAN VOTE?

If you are a registered shareholder of Val-d’Or Mining on August 4, 2023, you are entitled to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting or, if attending by telephone conference call, provided to Val-d’Or Mining prior to commencement of the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting yourself, you can appoint someone who will attend the

Meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting by Proxy” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “Non-registered Shareholders” set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. We encourage all shareholders to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

Please note:

Only registered shareholders, and those non-registered beneficial shareholders who appoint themselves as their proxyholder using the voting instruction form provided to them by their nominee, are entitled to attend the Meeting (either in person or by telephone conference) and vote.
Ballot voting is not available to shareholders attending the Meeting by telephone conference.

VOTING BY PROXY

If you do not attend the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote or you can let them decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return a completed form of proxy to our transfer agent, Odyssey Trust Company, by 3:00 p.m. (Eastern) on Wednesday, September 6, 2023, by mail to: Suite 350, 409 Granville Street, Vancouver, British Columbia V6C 1T2, Attention: Proxy Department; or by facsimile: 1-800-517-4553; or by voting through the Internet following the instructions on the enclosed form of proxy.

What is a proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a proxyholder

You can choose any person to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder of Val-d’Or Mining. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and/or officers of Val-d’Or Mining.

Instructing your proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

FOR the election of the proposed nominees as directors;
FOR the appointment of McGovern Hurley LLP as the auditor of Val-d’Or Mining;
FOR approval of the NSR Purchase Agreement with 2973090 Canada Inc. and Glenn J. Mullan; and
FOR approval of the previously adopted 10% rolling stock option incentive plan, as required annually by the TSX Venture Exchange.

For more information about these matters, see Part 3 – The Business of the Meeting. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of the Meeting. At the time of printing this Circular, the management of Val-d’Or Mining is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting (either in person or by telephone conference); (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of Val-d’Or Mining at Suite 530, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8; or (d) in any other manner permitted by law.

Your proxy will only be revoked if Val-d’Or Mining receives a revocation by 5:00 p.m. (Eastern) on the last business day before the day of the Meeting, or any adjournment thereof, or if a revocation is delivered to the person presiding at the Meeting before it (or any adjournment thereof) commences. If you revoke your proxy and do not replace it with another proxy that is deposited with us before the deadline, you can still vote your shares, but to do so you must attend the Meeting in person.

NON-REGISTERED SHAREHOLDERS

If your shares are not registered in your own name, they are likely held in the name of a “nominee”, usually a bank, trust company, securities dealer or other financial institution. Your nominee must seek your instructions as to how to vote your shares.

Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders’ meetings, you will have received this Circular from your nominee, together with a form of proxy or voting instruction form. If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the voting instruction form . If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your shares are not registered in your own name, Odyssey Trust Company, Val-d’Or Mining’s transfer agent, will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote at the Meeting by attending using the telephone conference call facility, please insert your own name in the space provided on the form of proxy or voting instruction form that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you as proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. Our transfer agent, Odyssey Trust Company, who will serve as scrutineer for the Meeting, will register your attendance at the Meeting upon you dialing into the telephone conference call facility. See the Notice for the Meeting for instructions on how to preregister and receive dial-in instructions.

The Notice of the Meeting and this Circular are being sent to both registered and non-registered owners of common shares of Val-d’Or Mining. If you are a non-registered owner and we have sent these materials to you directly, your name and address and information about your holdings of common shares of Val-d’Or Mining have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf. By choosing to send these materials to you directly, Val-d’Or Mining (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form.

In accordance with National Instrument 54-101 – Communication With Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) of the Canadian Securities Administrators, Val-d’Or Mining has elected to send proxy-related materials directly to non-objecting beneficial owners of its common shares. As Val-d’Or Mining is unable to send proxy-related materials directly to the objecting beneficial owners (“ OBOs ”) of its common shares (because OBOs are beneficial shareholders who have objected to the release of security ownership details to issuers), proxy-related materials for the Meeting will be sent to OBOs indirectly through the intermediaries who hold securities on behalf of the OBOs. The intermediaries/brokers (or their service companies) are responsible for forwarding the proxy-related materials to their OBO clients. Management of Val-d’Or Mining does not intend to pay for intermediaries to forward to their OBO clients the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary under NI 54-101 and, as such, OBOs will not receive the proxy-related materials in connection with the Meeting unless such OBO’s intermediary assumes the cost of delivery.

Non-registered shareholders are strongly encouraged to vote their shares using the voting instruction form received with the Notice of the Meeting and this Circular. Non-registered shareholders will only be entitled to vote at the Meeting if they appoint themselves as proxyholder using the voting instruction form provided to them by their nominee.

Val-d’Or Mining has chosen not to use the notice-and-access delivery procedures provided by NI 54-101.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Val-d’Or Mining has authorized voting capital of an unlimited number of common shares without nominal or par value, of which 82,535,459 common shares were issued and outstanding as at the close of business on Friday, August 4, 2023. Each shareholder is entitled to one vote for each common share registered in their name at the close of business on August 4, 2023, the date fixed by our directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.

The following table lists those persons who, as of the date of this Circular and to the knowledge of our management, beneficially own, directly or indirectly, or exercise control or direction over 10% or more of Val-d’Or Mining’s issued and outstanding common shares. Information as to shares beneficially owned, directly or indirectly, or over which control or direction is exercised has been furnished by the respective person or has been extracted from insider reports filed by the person and publicly available through the Internet on the Canadian System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca.

Name Golden Valley Abitibi Royalties Ltd.(1)	Type of ownership Direct	Number of common shares 28,965,050	Percentage
			35.09%

(1) The information as to shares beneficially owned has been extracted from insider reports filed by Golden Valley Abitibi Royalties Ltd. and publicly available on the Canadian System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca. In addition, Golden Valley Abitibi Royalties Ltd, holds warrants entitling the purchase of an additional 1,638,803 shares in the capital of the Company. As at the date of this Circular, Golden Valley Abitibi Royalties Ltd. is a wholly owned subsidiary of Gold Royalty Corp.

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

The audited annual financial statements of Val-d’Or Mining for the year ended December 31, 2022, will be placed before you at the Meeting. These financial statements, as well as Management’s Discussion and Analysis for the year ended December 31, 2022, have been electronically filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Val-d’Or Mining’s issuer profile. Copies of our audited annual financial statements and Management’s Discussion and Analysis related thereto will also be available at the Meeting or upon request by any shareholder who wishes to receive a copy. You may contact Val-d’Or Mining at 2864 chemin Sullivan, Val-d’Or, Québec, J9P 0B9 – telephone (819) 824-2808; fax: (819) 824-3379.

ELECTION OF DIRECTORS

Directors of Val-d’Or Mining are elected for a term of one year. The term of office of each of the current directors will expire at the Meeting and each of the nominees for election as directors, if elected, will serve until the close of the next annual general meeting, unless such director resigns or otherwise vacates office before that time.

Number of Directors

Under our Articles, the number of directors may be fixed or changed from time to time by ordinary resolution, but shall not be fewer than three, the number of directors having been previously set at five by resolution of our shareholders. We currently have five directors, all of whom are standing for re-election at the Meeting.

The Board of Directors believes that, at this stage of Val-d’Or Mining’s development, five directors is a suitable number to efficiently carry out the duties of the Board, as well as enhance the diversity of views, skills and experience the directors bring to the Board.

Nominees for Election as Directors

The following are the nominees proposed for election as directors of Val-d’Or Mining, their principal occupation during the last five years, together with the number of common shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as well as the number of incentive stock options and warrants held by each nominee as of the record date for the Meeting.

Louis Doyle, Deborah Honig, Glenn J. Mullan, Luke Shewchuk, and C. Jens Zinke are the current directors of Vald’Or Mining, each previously elected as such by shareholders.

Each of the nominees has agreed to stand for election and we are not aware of any intention of any of them not to do so. However, if one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

Val-d’Or Mining has not, as yet, adopted an advance notice policy for nominations by shareholders of director nominees, nor has it adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected. See Part 6 – Corporate Governance – Nomination and Election of Directors.

Voting for election of directors of Val-d’Or Mining is by individual voting and not by slate voting. You can vote your shares for the election of all of these nominees as directors of Val-d’Or Mining, or you can vote for some of these nominees for election as directors and withhold your votes for others, or you can withhold all of the votes attaching to the shares you own and, thus, not vote for the election of any of these nominees.

Management of Val-d’Or Mining recommends that shareholders vote FOR the election of these five nominees as directors of Val-d’Or Mining for the ensuing year. Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR the election of these five nominees as directors of Val-d’Or Mining for the ensuing year.

f Val-d’Or Mining for the ensuing year.
Nominee for Election	Director Since	Common Shares(1)	Options	Warrants
Louis Doyle Québec, Canada	November 10, 2021	62,500	358,000	31,250
Director
Chair of the Audit Committee

Principal Occupation: Consultant and corporate director (since December 2015), Executive Director and a director of Québec Bourse (January 2016 to December 2021); Chief Compliance Officer (December 2018 to September 2020) of Terranueva Corporation, trading on the Canadian Stock Exchange (CSE); Vice-President, Montréal of TSX Venture Exchange (October 1999 to December 2015).

Deborah Honig Ontario, Canada	February 22, 2021	515,000
Director
Member of the Audit Committee
Member of the Compensation and
Corporate
Governance Committee
Principal Occupation:Founder and President, Adelaide Capital Markets Inc, an Investor Relations firm (since
August, 2017); Vice President, Institutional	Equity Sales (February 2015 to July, 2017)	with Beacon Securities
Limited, a Canadian full service securities brokerage firm.

Glenn J. Mullan Québec, Canada February 18, 2010 1,675,830 1,278,496 78,125
President, Chief Executive Officer,
Director and Chairman
Principal Occupation:President, Chief Executive Officer of the Company (since June 2017) and Chairman of the
Company since June 2016; President, Chief Executive Officer and Chairman (August 2000 to November 2021) of
Golden Valley Mines and Royalties Ltd.
Lukas (Luke) C.W. Shewchuk London, United Kingdom November 30, 2017 515,000 900,000 20,000
Director
Member of the Audit Committee
Chair of the Compensation and
Corporate
Governance Committee
Principal Occupation:Master's Graduate (2023), MSc Finance, University of London; Investment Banking Analyst
(November 2019 to October 2021) with iA Capital Markets; summer position (for two months commencing June,
2019) with Irving Resources Inc., a junior natural resource exploration company listed on the CSE; Graduate (2019),
Honors Applied Economics (BAH) degree, Queen’s University; summer field experience in mining exploration in
Red Lake, Ontario (May 2016 to August 2017) with Premier Gold Mines Limited, a junior natural resource issuer
listed on the TSX.

Nominee for Election	Director Since	Common Shares(1)	Options	Warrants
C. Jens Zinke Québec, Canada Chief Operating Officer and Director Member of the Compensation and Corporate Governance Committee	February 18, 2010	681,004	995,000	10,000
Principal Occupation:Self-employed businessman and private investor (since January 2003).

(1) The information as to shares beneficially owned or over which control or direction is exercised has been furnished by each of the nominees or has been extracted from insider reports filed by each of the nominees and publicly available on the Canadian System for Electronic Disclosure by Insiders (SEDI) at www.sedi.ca

For particulars of the various Committee mandates and responsibilities, see Part 6 – Corporate Governance – Board Committees and Part 7 – Audit Committee.

APPOINTMENT OF THE AUDITOR

At the Meeting, shareholders will be asked to vote for the appointment of McGovern Hurley LLP as auditor of Vald’Or Mining, to hold office until the next annual general meeting of our shareholders or until a successor is appointed.

MNP LLP served as Val-d’Or Mining’s auditor from June 27, 2016, until the determination by Val-d’Or Mining’s Board of Directors on July 24, 2023, to propose to shareholders that McGovern Hurley LLP be appointed as Val-d’Or Mining’s auditor. There have been no modified opinions expressed by MNP LLP in the reports on Val-d’Or Mining’s financial statements relating to its two most recently completed financial years ended December 31, 2022 and December 31, 2021, reported on by MNP LLP; and there have been no “reportable events” (as defined by applicable legislation) in connection with the audits of Val-d’Or Mining reported on by MNP LLP. See Appendix 4 – Change of Auditor Reporting Package.

Pursuant to Val-d’Or Mining’s Articles, the directors are authorized to set the auditor’s remuneration. See also Part 7 – Audit Committee – External Auditor Service Fees.

We recommend that shareholders vote in favor of the appointment of McGovern Hurley LLP as our auditor for the ensuing year. Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR the appointment of McGovern Hurley LLP as auditor of Val-d’Or Mining until the close of our next annual general meeting.

APPROVAL OF THE NSR PURCHASE AGREEMENT WITH 2973090 CANADA INC. AND GLENN J. MULLAN

Shareholders will be asked at the Meeting to consider and, if thought fit, to pass an ordinary resolution (by disinterested vote) approving the purchase and subsequent cancellation by Val-d’Or Mining (the “ NSR Purchase ”) of net smelter return and gross overriding royalty interests from 2973090 Canada Inc. and Glenn J. Mullan (together, the “ Vendors ”) over certain of Val-d’Or Mining’s grassroots properties (the “ Properties ”) as described in Schedule “A” to the NSR Purchase Agreement, as defined below.

Glenn J. Mullan is the President, Chief Executive Officer, Director and Chairman of Val-d’Or Mining, and 2973090 Canada Inc., is a company controlled by Glenn J. Mullan. Accordingly, the transactions contemplated by the NSR Purchase will result in related party considerations pursuant to Exchange Policy 5.9 and Multilateral Instrument 61101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

Background

On May 26, 2023, Val-d’Or Mining entered into an NSR Purchase Agreement with the Vendors (the “ NSR Purchase Agreement ”), pursuant to which Val-d’Or Mining will acquire from the Vendors, and subsequently cancel, the net smelter return and gross overriding royalty interests held by the Vendors on the Properties.

Pursuant to the terms of the NSR Purchase Agreement, Val-d’Or Mining will issue to the Vendors, an aggregate 2,222,222 common shares in the capital of Val-d’Or Mining (the “ Purchase Shares ”), the deemed value of the Purchase Shares being $200,000 (which is calculated as of the closing price of Val-d’Or Mining’s shares of $0.09 on the Exchange on May 24, 2023).

A copy of the NSR Purchase Agreement is attached to this Circular as Appendix 3.

Approval Requirements

The transactions contemplated by the NSR Purchase Agreement are subject to acceptance by the TSX Venture Exchange (the “ Exchange ”). The Exchange has conditionally accepted the NSR Purchase Agreement, subject to receipt of Disinterested Shareholder Approval, as defined below, among other things.

As the transactions contemplated by the NSR Purchase Agreement are a “related party transaction” in accordance with MI 61-101 and as required as a condition of the Exchange’s final acceptance, the NSR Purchase Agreement must be approved by a simple majority vote by disinterested shareholders (“ Disinterested Shareholder Approval ”). Section 8.1(2) of MI 61-101 requires that in order to obtain Disinterested Shareholder Approval, the votes attached to affected securities that are beneficially owned, or over which control or direction is exercised, by the Vendors must be excluded.

Accordingly, and assuming that the shares are voted at the Meeting, an aggregate 1,675,830 common shares in the capital of Val-d’Or Mining entitled to be voted at the Meeting and owned, or over which control or direction is exercised, by the Vendors, as summarized in the following table, will be excluded from voting on the resolution to approve the NSR Purchase Agreement:

approve the NSR Purchase Agreement:

Name and Relationship	Number of Common shares of Val-d’Or Mining
Glenn J. Mullan	1,294,166
2973090 Canada Inc.	381,664

Resolution

At the Meeting, shareholders (other than the Vendors) will be asked to vote on the following resolution:

“RESOLVED (as an ordinary resolution by disinterested vote) THAT:

(1) The NSR Purchase Agreement dated May 26, 2023 (the “NSR Purchase Agreement”) among the Company, 2973090 Canada Inc. and Glenn J. Mullan (together, the “Vendors”), for the purchase by the Company of the net smelter return and gross overriding royalty interests held by the Vendors on the properties as set out in Schedule “A” to the NSR Purchase Agreement, and as described in the Information Circular of the Company dated August 4, 2023, is hereby approved, ratified and confirmed.

(2) Notwithstanding that these resolutions have been duly passed and the NSR Purchase Agreement has been approved by the disinterested shareholders of the Company, the directors of the Company are hereby authorized and empowered, without further notice to, or approval of, the Company’s shareholders to amend or terminate the NSR Purchase Agreement.

(3) Any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

Board Recommendation

The Board of Directors believes that the purchase by Val-d’Or Mining of the net smelter return and gross overriding royalty interests from 2973090 Canada Inc. and Glenn J. Mullan over the Properties and proceeding with the transactions contemplated by the NSR Purchase Agreement is in the best interests of the Company and its shareholders, as it will render the Properties more economically viable either as potential joint ventures, or for commercial production by the Company. The Board of Directors recommends that shareholders vote FOR the resolution approving the NSR Purchase Agreement. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR approval of the NSR Purchase Agreement.

ANNUAL APPROVAL OF THE STOCK OPTION INCENTIVE PLAN

The Board of Directors of Val-d’Or Mining adopted a stock option incentive plan (the “ Option Plan ”) that reserves for issuance a maximum of 10% of the issued and outstanding common shares of Val-d’Or Mining at the time of a grant of options (“ Options ”) under the Option Plan.

Pursuant to the policies of the TSX Venture Exchange (the “ Exchange ”), a rolling stock option plan, such as the Option Plan, must be approved by shareholders of the issuer and submitted to the Exchange for approval on an annual basis. Shareholders will be asked at the Meeting to consider and, if thought advisable, pass an ordinary resolution giving annual approval to the Option Plan. The Option Plan was most recently approved by the shareholders of Vald’Or Mining at the last annual general and special meeting held on June 23, 2022.

As of the date of this Circular, Val-d’Or Mining has an aggregate 82,535,459 common shares outstanding, 10% of which provides for a reserve of 8,253,545 common shares of Val-d’Or Mining for issuance pursuant to Options granted under the Option Plan. The following table summarizes Options that have been granted by the Board of Directors to officers, directors and consultants of Val-d’Or Mining, which are outstanding as of the date of this Circular and entitle the purchase of an aggregate 6,036,846 common shares in the capital of Val-d’Or Mining:

Date of Grant October 24, 2018 June 17, 2019 June 26, 2020 February 22, 2021 June 28, 2021 November 10, 2021 June 23, 2022 June 29, 2022	Common shares underlying Options 210,000 497,263 1,111,350 1,415,233 525,000 178,000 1,700,000 400,000	Exercise price per share $0.11 $0.075 $0.15 $0.13 $0.11 $0.11 $0.08 $0.075	Expiry Date
			October 24, 2023 June 17, 2024 June 26, 2025 February 22, 2026 June 28, 2026 November 10, 2026 June 23, 2027 June 29, 2027

As of the date of this Circular, Options entitling the purchase of a further 2,216,699 common shares remain available for grant under the Option Plan.

See also Part 4 – Executive Compensation and Part 5 – Securities Authorized for Issuance Under Equity Compensation Plans.

Summary of the Option Plan

The following is a summary of the principal terms of the Option Plan, which is qualified in its entirety by reference to the text of the Option Plan. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Option Plan.

Subject to adjustments as provided for under the Option Plan, the aggregate number of Val-d’Or Mining common shares reserved for issuance under the Option Plan (the “ Option Shares ”), and the number of Val-d’Or Mining common shares reserved for issuance under any other share compensation arrangement granted or made available by Val-d’Or Mining from time to time, may not exceed 10% of the outstanding Val-d’Or Mining common shares at the time of grant. The Option Plan must be approved and ratified by shareholders and submitted to the Exchange for approval on an annual basis.

The Option Plan is administered by the Board of Directors of Val-d’Or Mining and provides for grants of Options to directors, officers and employees of, and consultants to, Val-d’Or Mining (hereinafter referred to as “ Optionees ” or “ Eligible Persons ”) at the discretion of the Board.

The term of any Options granted under the Option Plan will be fixed by the Board of Directors and may not exceed ten years. The exercise price of Options granted under the Option Plan will be determined by the Board of Directors, but the exercise price must not be less than the Fair Market Value (as such term is defined in the Option Plan) of the Option Shares on the date of grant of the Option. As the common shares of Val-d’Or Mining are listed on the Exchange, the Fair Market Value is the lowest price permitted by the Exchange.

Any options granted pursuant to the Option Plan will terminate at the end of the period of time (to be determined in each instance by the Board of Directors at the time of grant), such period of time to not be in excess of 12 months after the Optionee ceases to act as a director, officer or employee of, or consultant to, Val-d’Or Mining or any of its affiliates, unless such cessation is on account of death, disability or termination of employment with cause; and if no such period of time is determined by the Board of Directors at the time of the grant, the 30[th] day after the Optionee ceases to be an “eligible person” pursuant to the terms of the Option Plan for any reason other than death, disability or cause. If such cessation is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment with cause, the options terminate immediately.

Options granted to a person who is engaged in investor relations activities for Val-d’Or Mining terminate on the 30[th] day after the person ceases to be employed to provide investor relations activities. The Option Plan also provides for adjustments to outstanding Options in the event of any consolidation, subdivision, conversion or exchange of the common shares of Val-d’Or Mining. Our directors may, at their discretion at the time of any grant, impose a schedule over which period of time the Options will vest and become exercisable by the optionee.

In addition, for as long as the common shares of the Company are listed on the Exchange, the Company shall comply with the following requirements:

(i) Options to acquire more than 2% of the issued and outstanding common shares of the Company may not be granted to any one consultant in any 12 month period;
(ii) Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares of the Company may not be granted to persons employed to provide Investor Relations Activities (as defined in the policies of the Exchange) in any 12 month period;
(iii) Options issued to Eligible Persons (as defined in the Option Plan) performing Investor Relations Activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three month period;
(iv) the approval of the Disinterested Shareholders of the Company shall be obtained:
A. where the aggregate number of common shares that are issuable under Options granted to Insiders (as defined in the Option Plan), as a group, together with any equity compensation

awarded pursuant to all other share compensation arrangements, exceeds 10% of the Company’s outstanding common shares;

B. where the number of common shares that are issuable to Insiders, as a group, within any 12-month period, together with any equity compensation awarded pursuant to all other share compensation arrangements, exceeds 10% of the Company’s outstanding common shares, calculated at the date of grant of the Options;
C. for Options granted to any one individual in any 12 month period to acquire more than 5% of the issued and outstanding common shares of the Company, calculated as at the date of the grant of the Options;
D. for any amendment to or reduction in the exercise price of the Option, any amendment that would have the effect of decreasing the exercise price of the Option or the extension to the term of an outstanding Option, if the Optionee is an Insider of the Company at the time of the amendment;
E. for the Option Plan if the Option Plan, together with all of the Company’s previously established and outstanding stock option plans or grants, could result at any time in the grant to Insiders of the Company, within a 12-month period, of a number of common shares issuable on the exercise of Options exceeding 10% of the Company’s issued common shares;
F. for any individual Option grant or issue that would result in any of the limits set forth in sections 7(f)(iv)(A), (B) or (C) of the Option Plan being exceeded if the Company’s Option Plan does not permit these limits to be exceeded; and
G. any amendment to an Option that results in a benefit to an Insider, and for further clarity, if the Company cancels any Option and within one year grants or issues new Options to the same person, that is considered an amendment.

Options granted pursuant to the Option Plan shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Board shall in each instance approve and the full purchase price for each of the Option Shares shall be paid by certified cheque in favour of the Company upon exercise thereof. Without limiting the foregoing, the Board may, in its sole discretion, permit the exercise of an Option through either:

(i) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm:

a. agrees to loan money to an Eligible Person to purchase the Option Shares underlying the Options to be exercised by the Eligible Person;
b. then sells a sufficient number of Option Shares to cover the exercise price of the Options in order to repay the loan made to the Eligible Person; and
c. receives an equivalent number of Option Shares from the exercise of the Options and the Eligible Person receives the balance of Option Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Option Shares (or in such other portion of Option Shares and cash as the broker and Eligible Person may otherwise agree);

and

(ii) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Eligible Person making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Eligible Person receives only the number of underlying Option Shares that is the equal to the quotient obtained by dividing:

a. the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Option Shares and the exercise price of the subject Options; by
b. the VWAP of the underlying Option Shares.

For greater certainty, Options granted to a person engaged in Investor Relations Activities may not be exercised using by way of Net Exercise.

An Optionee shall have none of the rights of a shareholder in respect of the Option Shares until the shares are issued to such Optionee.

Subject to the approval of any stock exchange on which the securities of Val-d’Or Mining are then listed, the Board of Directors may terminate, suspend or amend the terms of the Option Plan, provided that the Board of Directors may not do any of the following without obtaining, within 12 months either before or after the adoption by the Board of Directors of a resolution authorizing such action, shareholder approval, and, where required, disinterested shareholder approval as contemplated by the policies of the Exchange, or by the written consent of the holders of a majority of the securities of Val-d’Or Mining entitled to vote:

(i) increase the aggregate number of common shares of Val-d’Or Mining that may be issued under the Option Plan;
(ii) materially modify the requirements as to the eligibility for participation in the Option Plan that would have the potential of broadening or increasing insider participation;
(iii) add any form of financial assistance or any amendment to a financial assistance provision that is more favourable to participants under the Option Plan;
(iv) add a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Option Plan reserve; and
(v) materially increase the benefits accruing to participants under the Option Plan.

Shareholder approval for the implementation or amendment of the Option Plan, or the grant, issuance or amendment of an Option, as required under the policies of the Exchange, can be given at a meeting of the shareholders after the implementation or amendment of the Option Plan or the grant, issuance or amendment of the Option, provided that:

(i) in the case of an amendment to the Option Plan, no right under any Option that is granted or issued under the amended Option Plan may be exercised; and
(ii) in the case of the grant, issuance or amendment of an Option, no right under any such Option may be exercised, before the meeting and that all relevant information concerning the approvals sought has been fully disclosed to the shareholders prior to the meeting. Any such shareholder approval must be obtained no later than the earlier of the Company’s next annual meeting of its shareholders and 12 months from the amendment of the Option Plan or the grant, issuance or amendment of the Option, as the case may be.

If the requisite shareholder approval is not obtained: (1) in the case of an amendment to the Option Plan, the amendments to the Option Plan will terminate (the Company will revert to its previously existing option plan) and any Option that was granted or issued under the amendments to the Option Plan that could not have been granted under the previously existing Option Plan will terminate; (2) in the case of a grant or issuance of Options, the granted or issued Options will terminate; and (3) in the case of an amendment of an Option, the amendment will be of no force or effect.

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

(i) amendments to the Option Plan of a housekeeping nature;

(ii) a change to the vesting provisions of a security or the Option Plan (no acceleration of vesting requirements applicable to Options granted to a person engaged in Investor Relations Activities may be made or implemented, without the prior written approval of the Exchange); and
(iii) a change to the termination provisions of a security or the Option Plan that does not entail an extension beyond the original expiry date.

Notwithstanding the date of expiration of the term of an Option determined in accordance with the Option Plan, the date of expiration of the term of an Option will be adjusted, without being subject to Board discretion and without shareholder approval, to take into account any Blackout Period (as defined in the Option Plan) imposed on the Optionee by the Company subject to the following requirements:

(i) The Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as defined in the Option Plan). For greater certainty, in the absence of the Company formally imposing a Blackout Period, the expiry date of any Option will not be automatically extended.
(ii) The Blackout Period must expire following the general disclosure of the undisclosed Material Information. The expiry date of the affected Option can be extended to no later than 10 business days after the expiry of the Blackout Period.
(iii) The automatic extension of an Optionee’s Option will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.
(iv) The automatic extension is available to all Eligible Persons under the Option Plan under the same terms and conditions.

A copy of the Option Plan is available for viewing by shareholders at Val-d’Or Mining’s registered office located at Suite 530, 355 Burrard Street, Vancouver, British Columbia, or at Val-d’Or Mining’s offices located at 2864 chemin Sullivan, Val-d’Or, Québec, during normal business hours prior to the Meeting or any adjournment thereof. A copy of the Option Plan will also be available at the Meeting.

We believe the Option Plan, enables us to better align the interests of our directors and officers with those of our shareholders and reduces the cash compensation Val-d’Or Mining would otherwise have to pay. Management of Vald’Or Mining recommends that shareholders vote in favour of the resolution to approve the Option Plan. Unless they are instructed otherwise, the persons designated by management in the enclosed form of proxy intend to vote FOR the resolution to approve the Option Plan.

PART 4 – EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about Val-d’Or Mining’s executive compensation objectives and processes and to discuss compensation decisions relating to its named executive officers (“ Named Executive Officers ”) who served in such capacity during the fiscal year ended December 31, 2022. For the purposes of this disclosure, the following individuals were the Named Executive Officers of Vald’Or Mining during the fiscal year ended December 31, 2022:

Glenn J. Mullan, Chair (since June 27, 2016), President and Chief Executive Officer (since June 12, 2017); and
Rico De Vega, Chief Financial Officer and Corporate Secretary (since June 21, 2018).

Compensation Objectives and Principles

As Val-d’Or Mining is in an exploration stage with no significant revenue from operations, Val-d’Or Mining operates with limited financial resources and controls costs to ensure that funds are available to fulfill its financial obligations. As a result, the Board of Directors, on recommendations from the Compensation and Corporate Governance

Committee, has to consider not only the financial situation of Val-d’Or Mining at the time of the determination of executive compensation, but also the estimated financial situation of Val-d’Or Mining in the mid- and long-term. It is the view of Val-d’Or Mining’s Board of Directors that the primary goal of an executive compensation program is to attract, motivate and retain experienced, quality individuals at the executive level. It is Val-d’Or Mining’s intention to create, in the fullness of time, such a program, designed to ensure that the compensation provided to its executive officers is determined with regard to the business strategy and objectives of Val-d’Or Mining, such that the financial interests of the executive officers are matched with the financial interests of Val-d’Or Mining’s shareholders.

An important element of executive compensation is that of Options, which do not require cash disbursement by Vald’Or Mining. See “Option Based Awards” below.

Compensation Process and the Role of the Compensation and Corporate Governance Committee

The Compensation and Corporate Governance Committee is responsible for determining and recommending to the Board of Directors for approval all forms of compensation to be awarded to our Chief Executive Officer, as well as to our directors, and for reviewing the Chief Executive Officer’s recommendations regarding compensation of Val-d’Or Mining’s other senior executives, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of Val-d’Or Mining’s executive officers, the Compensation and Corporate Governance Committee and the Board consider: (i) recruiting and retaining executives critical to Val-d’Or Mining’s success and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and our shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations in general; and (v) available financial resources.

The members of the Compensation and Corporate Governance Committee have varied experience relevant to executive compensation through their committee experiences with other companies, or through experience gained during their professional careers, and they bring a broad base of skills and experience that contributes to their abilities to make decisions on compensation policies and practices, including knowledge of the industry and operational experience.

The Compensation and Corporate Governance Committee may, as part of its review and evaluation process, refer to commercially available published reports on executive compensation or engage independent third party executive compensation consultants and be guided in part by reports prepared by such consultants. No such consultants were engaged, nor were any such reports relied on, during Val-d’Or Mining’s fiscal year ended December 31, 2022.

See Part 6 – Corporate Governance – Board Committees – Compensation and Corporate Governance Committee.

Option Based Awards

Long-term incentives in the form of options entitling the purchase of common shares of Val-d’Or Mining are intended to align the interests of our directors and executive officers with those of our shareholders, to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value, and to reduce the cash compensation Val-d’Or Mining would otherwise have to pay. Val-d’Or Mining’s Option Plan is administered by the Board of Directors on recommendations from the Compensation and Corporate Governance Committee. In establishing the number of Options to be granted, or in determining whether to make any new grants of Options, and the size and terms of any such grants, reference is made to, and the Board of Directors will consider, previous grants of Options and the overall number of Options that are outstanding relative to the number of outstanding Val-d’Or Mining common shares, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer in determining the level of Option compensation.

The Board of Directors has granted Options to its directors, officers, consultants and employees which, as of the date of this Circular, entitle the purchase of an aggregate 6,036,846 common shares of Val-d’Or Mining.

See “Incentive Plan Awards – Outstanding Option-Based Awards” below, Part 3 – The Business of the Meeting – Approval of the Stock Option Incentive Plan and Part 5 – Securities Authorized for Issuance under Equity Compensation Plans.

Benefits and Perquisites

Val-d’Or Mining does not, as of the date of this Circular, offer any benefits or perquisites to its Named Executive Officers other than health care benefits generally available to all employees and entitlement to Options as otherwise disclosed and discussed herein. Val-d’Or Mining does not, as of the date of this Circular, offer any form of pension plan.

Risks Associated with Val-d’Or Mining’s Compensation Practises

At the time of preparation of this Circular, Val-d’Or Mining’s directors had not, collectively, considered the implications of any risks to Val-d’Or Mining associated with decisions regarding compensation of its executive officers.

Hedging by Named Executive Officers or Directors

Val-d’Or Mining has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Circular, entitlement to grants of Options under the Option Plan is the only equity security element available to Val-d’Or Mining’s executive officers and directors.

Summary Compensation Table

The following table provides a summary of compensation during the fiscal years ended December 31, 2022, 2021 and 2020, that was earned by, paid to, or accrued and payable to each Named Executive Officer who served in such capacity during the fiscal year ended December 31, 2022.

The grant date fair value of Options granted by Val-d’Or Mining is estimated using the Black-Scholes option pricing model and for the assumptions and estimates used for these calculations, please refer to the notes to the audited financial statements of Val-d’Or Mining for the respective year end, which financial statements are available for viewing on SEDAR at www.sedar.com.

Named Executive Officer Glenn J. Mullan(1) Chairman, President & Chief Executive Officer Rico De Vega(2) Chief Financial Officer & Corporate Secretary	Fiscal year ended Dec 31/2022 Dec 31/2021 Dec 31/2020 Dec 31/2022 Dec 31/2021 Dec 31/2020	Salary/ Fee ($) 42,000 12,000 6,000 24,000 Nil Nil	Share- based awards ($) Nil Nil Nil Nil Nil Nil	Option- based awards ($) 22,793(3) 41,114(4) 52,167(5) 11,397(6) 20,555(7) 13,042(8)	Non-equity incentive plan compensation Annual incentive plans ($) Long-term incentive plans ($) 75,000(9) Nil Nil Nil Nil Nil 5,000(10) Nil Nil Nil Nil Nil	All other compensation ($) Total compensation ($) Nil Nil Nil 139,793 53,114 58,167 Nil Nil Nil 40,397 20,555 13,042

(1) Mr. Mullan has been Val-d’Or Mining’s Chair of the Board since June 27, 2016, and President and Chief Executive Officer since June 12, 2017. Effective July 1, 2020 and as amended and restated effective January 1, 2022, the Company entered into a consulting agreement with Mr. Mullan. During the fiscal year ended December 31, 2022, Val-d’Or Mining paid to Mr. Mullan consulting fees of $42,000 (2021 – $12,000; 2020 – $6,000). Effective January 1, 2023, the Company entered into a further amended and restated consulting agreement with Mr. Mullan. See “Consulting Agreements, Termination and Change of Control Benefits”.

(2) Mr. De Vega was appointed as Val-d’Or Mining’s Chief Financial Officer and Corporate Secretary on June 21, 2018. Effective January 1, 2022, the Company entered into an amended and restated consulting services agreement with Mr. De Vega pursuant to which Mr. De Vega is paid a monthly fee of $2,000 plus applicable taxes. During the fiscal year ended December 31, 2022, Val-d’Or Mining paid to Mr. De Vega consulting fees of $24,000 (2021 – Nil; 2020 – Nil). Effective January 1, 2023, the Company entered into a further amended and restated consulting agreement with Mr. De Vega. See “Consulting Agreements, Termination and Change of Control Benefits”.

(3) Grant date fair value of Options entitling the purchase of 360,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.08 until June 23, 2027, estimated using the Black-Scholes option pricing model (see Note 15 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2022, for the assumptions used for this calculation).

(4) Aggregate grant date fair value of Options entitling the purchase of: • 271,233 common shares in the capital of Val-d’Or Mining at a per share price of $0.13 until February 22, 2026; and
100,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.11 until June 28, 2026;
(see Note 14 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2021, for the assumptions used for this calculation).
(5) Grant date fair value of Options entitling the purchase of 400,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.15 until June 26, 2025, estimated using the Black-Scholes option pricing model (see Note 14 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2020, for the assumptions used for this calculation).
(6) Grant date fair value of Options entitling the purchase of 180,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.08 until June 23, 2027, estimated using the Black-Scholes option pricing model (see Note 15 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2022, for the assumptions used for this calculation).
(7) Aggregate grant date fair value of Options entitling the purchase of: • 115,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.13 until February 22, 2026; and • 75,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.11 until June 28, 2026;
(see Note 14 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2021, for the assumptions used for this calculation).
(8) Grant date fair value of Options entitling the purchase of 100,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.15 until June 26, 2025, estimated using the Black-Scholes option pricing model (see Note 14 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2020, for the assumptions used for this calculation).
(9) Subsequent to the fiscal year ended December 31, 2022, Val-d’Or Mining’s Board of Directors awarded a discretionary 2022 year-end bonus to Mr. Mullan, which bonus was accrued as of December 31, 2022, and paid in cash to Mr. Mullan subsequent to the year end.
(10) Subsequent to the fiscal year ended December 31, 2022, Val-d’Or Mining’s Board of Directors awarded a discretionary 2022 year-end bonus to Mr. De Vega, which bonus was accrued as of December 31, 2022, and paid in cash to Mr. De Vega subsequent to the year end.

Incentive Plan Awards

Outstanding Option-Based Awards

The following table sets out option-based awards granted to the Named Executive Officers that were outstanding on December 31, 2022. Other than Options, no share-based awards have been granted by Val-d’Or Mining to our Named Executive Officers as of the date of this Circular.

Named Executive Officer Glenn J. Mullan Rico De Vega		Option-based Awards	Option-based Awards	Value of unexercised in-the- money options(1) ($) 3,600 Nil Nil Nil 1,609 Nil Nil 1,800 Nil Nil Nil 1,425 Nil Nil		Share-based Awards	Share-based Awards
	Number of common shares underlying unexercised options (#) 360,000 100,000 271,233 400,000 107,263 40,000 850,000 180,000 75,000 115,000 100,000 95,000 40,000 100,000	Option exercise price per common share ($) 0.08 0.11 0.13 0.15 0.075 0.11 0.105 0.08 0.11 0.13 0.15 0.075 0.11 0.105	Option expiry date Jun 23/2027 Jun 28/2026 Feb 22/2026 Jun 26/2025 Jun 17/2024 Oct 24/2023 Feb 5/2023 Jun 23/2027 Jun 28/2026 Feb 22/2026 Jun 26/2025 Jun 17/2024 Oct 24/2023 Feb 5/2023		Number of shares or units of shares that have not vested (#) N/A N/A	Market or payout value of share-based awards that have not vested ($) N/A N/A	Market or payout value of vested share- based awards not paid out or distributed ($)
							N/A N/A

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the TSX Venture Exchange on December 31, 2022. The closing price of the common shares on December 31, 2022 was $0.09.

Value Vested or Earned During the Year

The value of options vested is represented by the aggregate dollar value that would have been realized if options had been exercised on the vesting date – that is, the difference between the market price of the underlying shares and the option exercise price on the vesting date. Options granted by Val-d’Or Mining to its Named Executive Officers are typically fully vested and exercisable on the date of grant and, as such:

unless the option exercise price is less than the market price of the underlying shares on the date of grant, there is no value earned by the Named Executive Officers during the fiscal year in which the options are granted; and
there is no value earned by the Named Executive Officers during a subsequent fiscal year as options granted during a prior fiscal year would have fully vested in the year of grant.

The options granted to our Named Executive Officers during fiscal 2022 were fully vested on the date of grant, and as the market price of the underlying common shares on the date of grant was the same as the option exercise price, there was no value earned by our Named Executive Officers as a result of options vesting during the fiscal year ended December 31, 2022.

Exercise of Options to Purchase Common Shares of Val-d’Or Mining

No options were exercised by our Named Executive Officers during the fiscal year ended December 31, 2022, and, as such, no value was earned by our Named Executive Officers during the fiscal year ended December 31, 2022, as a result of exercise of options.

Consulting Agreements, Termination and Change of Control Benefits

Val-d’Or Mining is a party to the following agreements with its executive officers, which provide for payments to executive officers at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of Val-d’Or Mining.

Glenn J. Mullan

Effective July 1, 2020, and as further amended and restated effective January 1, 2023, the Company entered into a consulting services agreement with 2973090 Canada Inc. (“ 2973090 ”), a company controlled by Glenn J. Mullan (the “ Mullan Agreement ”), for the provision of services by Mr. Mullan.

The Mullan Agreement has an initial term of 12 months, subject to earlier termination, with the term being automatically renewed for successive periods of 12 months at the end of the initial term and each successive renewal term unless the Mullan Agreement is terminated.

The Mullan Agreement provides for Mr. Mullan (as principal of 2973090) to: (a) act as Val-d’Or Mining’s President and Chief Executive Officer (the “ Mullan Administrative Services ”); (b) assist Val-d’Or Mining in generating (identifying and evaluating) new prospects as well as assist in property transactions and other tasks related to the Vald’Or Mining’s exploration projects (the “ Mullan Exploration Services ”); and (c) provide other services of an ancillary nature that may be agreed upon by Val-d’Or Mining and 2973090 from time to time (“ Mullan Project Work Services ”). Under the Mullan Agreement, 2973090 is paid $9,600 per month for the Mullan Administrative Services and the Mullan Exploration Services, plus all applicable taxes, and $120 per hour for the Mullan Project Work Services, plus all applicable taxes. This amount is payable monthly upon receipt of an invoice by Val-d’Or Mining from 2973090.

2973090 and/or Mr. Mullan shall be entitled to receive stock options in such number and on such terms as may be reasonably determined by Val-d’Or Mining’s Board of Directors in its sole discretion. The Mullan Agreement requires 2973090 to maintain the confidentiality of Val-d’Or Mining’s confidential information.

Val-d’Or Mining may terminate the Mullan Agreement at any time at its discretion upon the giving of three months’ written notice to 2973090 and 2973090 may terminate the Mullan Agreement upon the giving of three months’ written notice to Val-d’Or Mining. The Mullan Agreement terminates upon the death of Mr. Mullan.

If within 12 months of the occurrence of a Change of Control (as hereinafter defined), Val-d’Or Mining terminates the Mullan Agreement and 2973090’s engagement thereunder other than as a result of 2973090 not fulfilling its duties and providing the services to Val-d’Or Mining as required by the Mullan Agreement, 2973090 shall be forthwith paid by Val-d’Or Mining a payment of $200,000. 2973090 also has the right to resign within six months of the occurrence of a Change of Control, provided that 2973090 delivers a notice in writing to Val-d’Or Mining within such six month period, and upon such resignation, Val-d’Or Mining will make a payment to 2973090 in the amount of $100,000.

Had the Mullan Agreement been terminated effective as of the fiscal year ended December 31, 2022, the following would have been payable by Val-d’Or Mining to 2973090 under the Change of Control provisions in the Mullan Agreement:

Agreement:
Payment element Termination by Val-d’Or Mining on a Change of Control ..................... Resignation by 2973090 on a Change of Control ...................................	Aggregatepayment
	$200,000 $100,000

C. Jens Zinke

Effective July 1, 2020, and as further amended and restated January 1, 2023, the Company entered into an amended and restated consulting services agreement with 9184-0876 Québec Inc. (“ 9184-0876 ”) a company controlled by Dr. C. Jens Zinke (the “ Zinke Agreement ”) for the provision of services by Dr. Zinke to act as to act as the Company’s Chief Operating Officer.

The Zinke Agreement has an initial term of 12 months, subject to earlier termination, with the term being automatically renewed for successive periods of 12 months at the end of the initial term and each successive renewal term unless the Zinke Agreement is terminated.

The Zinke Agreement provides for Dr. Zinke (as principal of 9184-0876) to: (a) provide various administrative services and direct the work of the CFO on administrative matters (the “ Zinke Administrative Services ”); (b) manage the Company’s existing property portfolio, evaluate new opportunities for staking and/or acquisitions to complement and/or enhance the Company’s existing property portfolio (the “ Zinke Exploration Services ”); and (c) provide other services of an ancillary nature that may be agreed upon by Val-d’Or Mining and 9184-0876 from time to time (“ Zinke Project Work Services ”). Under the Zinke Agreement, 9184-0876 is paid $9,600 per month for the Zinke Administrative Services and the Zinke Exploration Services, plus all applicable taxes, and $120 per hour for the Zinke Project Work Services, plus all applicable taxes. This amount is payable monthly upon receipt of an invoice by Vald’Or Mining from 9184-0876.

9184-0876 and/or Dr. Zinke shall be entitled to receive stock options and to participate in any bonus or other employee or management incentive plans adopted by Val-d’Or Mining, in such amounts and on such terms as may be reasonably determined by Val-d’Or Mining’s Board of Directors in its sole discretion. During the term of the Zinke Agreement, 9184-0876 shall be eligible to participate in Val-d’Or Mining’s group medical and dental plan(s) that may be in effect for all employees of the Val-d’Or Mining. The Zinke Agreement requires 9184-0876 to maintain the confidentiality of Val-d’Or Mining’s confidential information.

Val-d’Or Mining may terminate the Zinke Agreement at any time at its discretion upon the giving of three months’ written notice to 9184-0876 and 9184-0876 may terminate the Zinke Agreement upon the giving of three months’ written notice to the Val-d’Or Mining. The Zinke Agreement terminates upon the death of Dr. Zinke.

If within 12 months of the occurrence of a Change of Control (as hereinafter defined), Val-d’Or Mining terminates the Zinke Agreement and 9184-0876’s engagement thereunder other than as a result of 9184-0876 not fulfilling its duties and providing the services to Val-d’Or Mining as required by the Zinke Agreement, 9184-0876 shall be forthwith paid by Val-d’Or Mining a payment of $200,000. 9184-0876 also has the right to resign within six months

of the occurrence of a Change of Control, provided that 9184-0876 delivers a notice in writing to Val-d’Or Mining within such six month period, and upon such resignation, Val-d’Or Mining will make a payment to 9184-0876 in the amount of $100,000.

Had the Zinke Agreement been terminated effective as of the fiscal year ended December 31, 2022, the following would have been payable by Val-d’Or Mining to 9184-0876 under the Change of Control provisions in the Zinke Agreement:

Agreement:
Payment element Termination by Val-d’Or Mining on a Change of Control ..................... Resignation by 9184-0876 on a Change of Control ...............................	Aggregatepayment
	$200,000 $100,000

Rico De Vega

Effective January 1, 2022, and as further amended and restated January 1, 2023, the Company entered into an amended and restated consulting services agreement with Rico De Vega (the “ De Vega Agreement ”) for the provision of services by Mr. De Vega customarily provided by the Chief Financial Officer of a publicly listed issuer (the “ De Vega Services ”).

The De Vega Agreement has an initial term of 12 months, subject to earlier termination, with the term being automatically renewed for successive periods of 12 months at the end of the initial term and each successive renewal term unless the De Vega Agreement is terminated.

Under the De Vega Agreement, Mr. De Vega is paid for the De Vega Services at a rate of $2,400 per month, plus all applicable taxes, payable monthly upon receipt of an invoice by Val-d’Or Mining from Mr. De Vega.

Mr. De Vega shall be entitled to receive stock options in such amounts and on such terms as may be reasonably determined by the Val-d’Or Mining’s Board of Directors in its sole discretion. The De Vega Agreement requires Mr. De Vega to maintain the confidentiality of Val-d’Or Mining’s confidential information.

Val-d’Or Mining may terminate the De Vega Agreement at any time at its discretion upon the giving of 90 days’ written notice to Mr. De Vega and Mr. De Vega may terminate the De Vega Agreement upon the giving of 90 days’ written notice to the Val-d’Or Mining. The De Vega Agreement terminates upon the death of Mr. De Vega.

If within 12 months of the occurrence of a Change of Control (as hereinafter defined), Val-d’Or Mining terminates the De Vega Agreement and Mr. De Vega’s engagement thereunder other than as a result of Mr. De Vega not fulfilling his duties and providing the De Vega Services to Val-d’Or Mining as required by the De Vega Agreement, Mr. De Vega shall be forthwith paid by Val-d’Or Mining a payment of $24,000.

Had the De Vega Agreement been terminated effective as of the fiscal year ended December 31, 2022, there would have been no amount payable by Val-d’Or Mining to Mr. De Vega as there were no Change of Control provisions in the De Vega Agreement as at December 31, 2022.

The Mullan Agreement, the Zinke Agreement and the De Vega Agreement were approved by the Company’s Compensation and Corporate Governance Committee and the Board of Directors.

In each of the Mullan Agreement, the Zinke Agreement and the De Vega Agreement, a “Change of Control” is defined as a change in the legal or effective control of the Company or affiliates, whether as a result of, or in connection with, a take-over bid, amalgamation, arrangement, merger, or other form of business combination, asset disposition, election

of directors, or any combination of the foregoing transactions, or otherwise; and without limiting the generality of the foregoing, a change in control shall be deemed to have occurred upon the occurrence of any of the following events:

(a) a change in the composition of the Board of Directors of the Company or affiliates, as a result of a contested election of directors, with the result that the persons who were directors of the Company or affiliates prior to such contested election do not constitute a majority of the directors elected in such election; or
(b) the sale, transfer or other disposition, in a single transaction or a series of transactions (including by way of liquidation, dissolution, or winding-up of the Company or affiliates or any successor), of assets of the Company or affiliates having a market value equal to fifty percent or more of the market value of all of the assets of the Company or affiliates.

Director Compensation

During the fiscal year ended December 31, 2022, Val-d’Or Mining did not pay its directors a fee for acting as such. Directors are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors, and Val-d’Or Mining does, from time to time, grant Options entitling the purchase of common shares to its directors (see “Outstanding Option-Based Awards” below).

The following disclosure of director compensation during Val-d’Or Mining’s most recently completed financial year ended December 31, 2022, excludes compensation of Glenn J. Mullan, a director of Val-d’Or Mining also serving as its President and Chief Executive Officer. Mr. Mullan’s compensation is disclosed above at Part 4 –Executive Compensation – Summary Compensation Table.

Director Louis Doyle Deborah Honig Luke Shewchuk C. Jens Zinke(1)	Director fees earned ($) Nil Nil Nil Nil	Share-based awards ($) Nil Nil Nil Nil	Option- based awards ($) 11,397(2) 13,613(3) 11,397(4) 17,095(5)	Non-equity incentive plan compensation ($) Nil Nil Nil Nil	Pension value ($) Nil Nil Nil Nil	All other compensation ($) Nil Nil Nil 121,000(1)	Total ($)
							11,397 13,613 11,397 138,095

(1) Dr. Zinke has served as Chief Operating Officer of Val-d’Or Mining since April 2, 2018, and is paid consulting fees for his services to Vald’Or Mining pursuant to the terms of a Consulting Agreement with Val-d’Or Mining effective July 1, 2020 which was further amended and restated as of January 1, 2023. See “Consulting Agreements, Termination and Change of Control Benefits” above for further discussion of the consulting agreement. Subsequent to the fiscal year ended December 31, 2022, Val-d’Or Mining’s Board of Directors awarded a discretionary 2022 year-end bonus of $25,000 to Dr. Zinke, which bonus was accrued as of December 31, 2022, and paid in cash to Dr. Zinke subsequent to the year end.

(2) Grant date fair value of Options entitling the purchase of 180,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.08 until June 23, 2027, estimated using the Black-Scholes option pricing model (see Note 15 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2022, for the assumptions used for this calculation).

(3) Grant date fair value of Options entitling the purchase of 215,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.08 until until June 23, 2027, estimated using the Black-Scholes option pricing model (see Note 15 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2022, for the assumptions used for this calculation).

(4) Grant date fair value of Options entitling the purchase of 180,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.08 until June 23, 2027, estimated using the Black-Scholes option pricing model (see Note 15 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2022, for the assumptions used for this calculation).

(5) Grant date fair value of Options entitling the purchase of 270,000 common shares in the capital of Val-d’Or Mining at a per share price of $0.08 until June 23, 2027, estimated using the Black-Scholes option pricing model (see Note 15 to Val-d’Or Mining’s audited financial statements for the fiscal year ended December 31, 2022, for the assumptions used for this calculation).

Outstanding Option-Based Awards

The following table sets out option-based awards granted to our directors, which were outstanding at December 31, 2022. No other share-based awards have been granted by Val-d’Or Mining to our directors. See also Part 4 –Executive Compensation – Incentive Plan Awards for outstanding options held by Glenn J. Mullan, a director of Val-d’Or Mining also serving as its President and Chief Executive Officer.

Director Louis Doyle Deborah Honig Luke Shewchuk C. Jens Zinke		Option-based Awards	Option-based Awards	Value of unexercised in- the-money options(1) ($) 1,800 Nil 2,150 Nil Nil 1,800 Nil Nil Nil 825 Nil Nil 2,700 Nil Nil Nil 1,425 Nil Nil		Share-based Awards	Share-based Awards
	Number of common shares underlying unexercised options (#) 180,000 178,000 215,000 50,000 250,000 180,000 50,000 175,000 200,000 55,000 40,000 200,000 270,000 75,000 275,000 240,000 95,000 40,000 250,000	Option exercise price per commo n share ($) 0.08 0.11 0.08 0.11 0.13 0.08 0.11 0.13 0.15 0.075 0.11 0.105 0.08 0.11 0.13 0.15 0.075 0.11 0.105	Option expiry date Jun 23/2027 Nov 10/2026 Jun 23/2027 Jun 28/2026 Feb 22/2026 Jun 23/2027 Jun 28/2026 Feb 22/2026 Jun 26/2025 Jun 17/2024 Oct 24/2023 Feb 5/2023 Jun 23/2027 Jun 28/2026 Feb 22/2026 Jun 26/2025 Jun 17/2024 Oct 24/2023 Feb 5/2023		Number of shares or units of shares that have not vested (#) N/A N/A N/A N/A	Market or payout value of share- based awards that have not vested ($) N/A N/A N/A N/A	Market or payout value of vested share-based awards not paid out of distributed ($)
							N/A N/A N/A N/A

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the TSX Venture Exchange on December 31, 2022. The closing price of the common shares on December 31, 2022, was $0.09.

Incentive Plan Awards – Value Vested or Earned During the Year

The value of options vested is represented by the aggregate dollar value that would have been realized if options had been exercised on the vesting date – that is, the difference between the market price of the underlying shares and the option exercise price on the vesting date. Options granted by Val-d’Or Mining to its directors are typically fully vested and exercisable on the date of grant and, as such:

unless the option exercise price is less than the market price of the underlying shares on the date of grant, there is no value earned by the directors during the fiscal year in which the options are granted; and
there is no value earned by the directors during a subsequent fiscal year as options granted during a prior fiscal year would have fully vested in the year of grant.

The options granted to directors during fiscal 2022 were fully vested on the date of grant, and as the market price of the underlying common shares on the date of grant was the same as the option exercise price, there was no value earned by our directors as a result of options vesting during the fiscal year ended December 31, 2022.

No options were exercised by our directors during the fiscal year ended December 31, 2022, and, as such, no value was earned by our directors during the fiscal year ended December 31, 2022, as a result of exercise of options.

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following information is as of December 31, 2022.

Plan Category Equity compensation plans approved by securityholders: - Option Plan(2)…………………….. - RSU Plan(3)……………………….. Equity compensation plans not approved by securityholders………..	Number of securities(1)to be issued upon exercise of outstanding options, warrants and rights (a) 8,061,846(2) Nil(3) N/A	Weighted-average exercise price of outstanding options, warrants and rights (b) $0.108 N/A N/A	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
			76,699 1,288,199(3) N/A

(1) Underlying securities are common shares in the capital of Val-d’Or Mining Corporation.

(2) The Option Plan (as previously defined and described herein) was most recently approved by shareholders of Val-d’Or Mining at the last annual general and special meeting held on June 23, 2022, as required by the TSX Venture Exchange.

(3) At the annual general and special meeting of shareholders held on June 27, 2016, disinterested shareholders approved implementation by Vald’Or Mining’s Board of Directors of a Restricted Share Unit Plan (the “ RSU Plan ”), subject to acceptance by the TSX Venture Exchange. TSX Venture Exchange acceptance of Val-d’Or Mining’s RSU Plan was received on June 1, 2017. As of the year ended December 31, 2022, and as of the date of this Circular, Val-d’Or Mining had not granted any awards under the RSU Plan. Details of the RSU Plan are included in the Information Circular prepared by Val-d’Or Mining’s management in connection with the shareholder meeting held on June 27, 2016, which Circular has been electronically filed by Val-d’Or Mining with regulators and is available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Val-d’Or Mining’s issuer profile.

At the Meeting, shareholders will be asked to give annual approval of the Option Plan, as required by the policies of the TSX Venture Exchange. See Part 3 – Business of the Meeting – Annual Approval of the Stock Option Incentive Plan, for a summary of the primary terms of the Option Plan.

PART 6 – CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day-to-day management of Val-d’Or Mining. The Board of Directors of Val-d’Or Mining is committed to sound corporate governance practices, which are in the interest of its shareholders and also contribute to effective and efficient decision making. The following is a summary of Vald’Or Mining’s approach to corporate governance.

Composition of the Board of Directors

As of the date of this Circular, the Board of Directors of Val-d’Or Mining is comprised of five directors, three of whom, Louis Doyle, Deborah Honig and Luke Shewchuk are considered to be independent of management having applied the guidelines contained in applicable securities legislation. In determining whether a director is independent, the Board considers, for example, whether a director has a relationship which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management. Glenn J. Mullan, by reason of his office as President and Chief Executive Officer, and C. Jens Zinke, by reason of his office as Chief Operating Officer, both executive officers of Val-d’Or Mining, are not considered to be independent of management.

Board consideration and approval is required for all material contracts, business transactions and all debt and equity financing proposals. The Board delegates to management, through the President and Chief Executive Officer, responsibility for meeting defined corporate objectives, evaluating new business opportunities and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations with respect to corporate objectives.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance – however, in-camera sessions may be convened by the independent directors if determined to be necessary following Board meetings or otherwise.

Directorships in other Public Companies

Certain of the current directors of Val-d’Or Mining are, as of the date of this Circular, also directors of other reporting issuers as follows:

Name Louis Doyle Glenn J. Mullan C. Jens Zinke	Reporting Issuer
	Albatros Acquisition Corporation Lumiera Health Inc. Prismo Metals Inc. Azimut Exploration Inc. Cleghorn Minerals Ltd. Gold Royalty Corp. International Prospect Ventures Ltd. International Prospect Ventures Ltd.

Orientation and Continuing Education of Directors

Val-d’Or Mining has not yet developed an official orientation or training program for new directors. The majority of Val-d’Or Mining’s current and past directors are familiar with the mining industry and publicly traded companies in general and, as such, formal orientation has not, to date, been required. New directors will be provided with a thorough overview of Val-d’Or Mining’s business, properties, assets, operations, as well as strategic plans and objectives through discussions and meetings with other directors and with officers. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board.

Management of Val-d’Or Mining endeavours to provide a continuous flow of information to its directors for continuing education purposes relating to Val-d’Or Mining’s business and operations, as well as information and other initiatives intended to keep the Board abreast of new developments and challenges that Val-d’Or Mining may face. Each director, by virtue of the role, is responsible for staying informed about Val-d’Or Mining’s business, as well as developments in the industry.

Ethical Business Conduct

Acting with integrity, honesty and in good faith with respect to what is in the best interests of Val-d’Or Mining’s stakeholders is fundamental to its reputation and ongoing success. Val-d’Or Mining is committed to sustainable growth within the parameters of ensuring the safety and well-being of its employees, protecting the environment, and supporting the communities in which it operates. To that end, on October 16, 2018, Val-d’Or Mining’s Board of Directors adopted a Sustainable Development Policy and Code of Ethics, which provides basic guidelines setting forth Val-d’Or Mining’s practices on sustainable development and ethical behavior expected from every director, officer and employee with respect to conduct in the workplace or at work-related activities, the use of Val-d’Or Mining’s time and assets, the protection of confidential information, conflicts of interest, trading in securities of Val-d’Or Mining and other matters.

The Board monitors the ethical conduct of Val-d’Or Mining and its management to ensure that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by Val-d’Or Mining’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board in which the director has an interest, are sufficient, at this time, to ensure that the Board operates independently of management and in the best interests of Val-d’Or Mining and its shareholders.

Val-d’Or Mining’s Sustainable Development Policy and Code of Ethics has been electronically filed with regulators and is available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Val-d’Or Mining’s issuer profile.

Val-d’Or Mining has adopted an ESG and Sustainability Policy effective March 10, 2022, a copy of which can be found on the Company’s website.

Nomination and Election of Directors

The Board considers its size each year when it determines the number of directors to recommend to shareholders for election at annual general meetings, taking into account the number required to carry out the Board’s duties effectively and to maintain diversity of view and experience. In considering nominees for election as directors, the Board takes into consideration (a) the independence of each individual; (b) the competencies, skills and experience of the individual, as well as the individual’s ability to engage in informed governance, strategic business development, risk assessment and management, and effective teamwork; (c) the personality of the individual and other qualities that could impact Board dynamics; and (d) Val-d’Or Mining’s strategic direction.

The Compensation and Corporate Governance Committee is responsible for identifying new candidates to recommend to the Board for nomination as directors of Val-d’Or Mining (see “Board Committees – Compensation and Corporate Governance Committee”, which follows).

We have not yet considered adopting an advance notice policy requiring that a shareholder proposing to nominate a person for election as a director at a meeting of shareholders must provide Val-d’Or Mining with advance notice of, and prescribed details concerning, the proposed nominee.

Voting for election of directors of Val-d’Or Mining is by individual voting and not by slate voting. Val-d’Or Mining has not, as yet, adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected.

Compensation

See “Board Committees – Compensation and Corporate Governance Committee”, which follows, and see also Part 4 – Executive Compensation – Compensation Process and the Role of the Compensation and Corporate Governance Committee.

Board Committees

As of the date of this Circular, the Board of Directors of Val-d’Or Mining has appointed an Audit Committee and a Compensation and Corporate Governance Committee.

Audit Committee

See Part 7 – Audit Committee.

Compensation and Corporate Governance Committee

Luke Shewchuk (Chair), Deborah Honig and C. Jens Zinke are the members of the Compensation and Corporate Governance Committee. Deborah Honig and Luke Shewchuk are considered to be independent of management. Biographies outlining the education and experience of Deborah Honig and Luke Shewchuk are included in Part 7 – Audit Committee – Relevant Education and Experience.

C. Jens Zinke

Dr. Zinke is the Company’s Chief Operating Officer and is responsible for the preparation, implementation and overseeing the Company’s budget. Dr. Zinke graduated as a Mining Engineer specializing in Geophysics. He obtained a Ph.D. in Geophysics from the University in Frankfurt, Germany, and completed post doctorate work with Stanford University in California, USA. Dr. Zinke has been a self-employed businessman and a private investor since January 2003. From May 2006 through June 2014, Dr. Zinke held various senior management positions with Canadian Royalties Inc. (previously a public company that traded on the Toronto Stock Exchange), a resource company now majority owned by Jilin Jien Nickel Industry Company Ltd. In addition to serving as a director and Chief Operating Officer of Val-d’Or Mining, Dr. Zinke is also a director of International Prospect Ventures, a junior natural resource issuer trading on the TSX-V; and he was a director of Abitibi Royalties Inc., from July 2011 to November 2021 and he was a director of Golden Valley Mines and Royalties Ltd. from June 2003 to June 2016.

The Compensation and Corporate Governance Committee is responsible for, among other responsibilities, recommending to the Board the number of directors to be elected at each annual general meeting, as well as recommending nominees to be elected or appointed as directors. In doing so, the Compensation and Corporate Governance Committee considers the number of directors required to carry out the Board’s duties effectively, strives to ensure that the Board of Directors is comprised of a majority of independent directors, and considers diversity of views and experience. Before selecting nominees, the Compensation and Corporate Governance Committee will assess a nominee’s independence, experience, areas of expertise, diversity, perspective, business judgment, and leadership capabilities, all in the context of assessing the perceived needs of our Board and Val-d’Or Mining’s business and operations.

The Compensation and Corporate Governance Committee is also responsible for defining terms of employment and compensation of senior executives, including succession planning, with a view of ensuring that Val-d’Or Mining is able to recruit, retain and motivate performance-oriented executives.

The Charter of the Compensation and Corporate Governance Committee is attached to this Circular as Appendix 1.

Assessments

The Board does not formally review the contributions of individual directors; however, it believes that its current size facilitates informal discussion and evaluation of members’ contributions within that framework.

PART 7 – AUDIT COMMITTEE

Role of the Audit Committee & Audit Committee Charter

The purpose of the Audit Committee of Val-d’Or Mining’s Board of Directors is to provide assistance to the Board of Directors of Val-d’Or Mining in fulfilling its legal and fiduciary obligations with respect to matters involving accounting, auditing, financial reporting, internal control and legal compliance functions of Val-d’Or Mining. It is the objective of the Audit Committee to maintain communication among the Board of Directors of Val-d’Or Mining, the external auditor and senior management of Val-d’Or Mining.

The principal duties of the Audit Committee are to review annual and interim financial statements and all legally required disclosure documents containing financial information, and assist the Board of Directors in fulfilling its oversight responsibilities to shareholders. The Audit Committee is ultimately responsible for the policies and practices

relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding corporate assets, reliability of information, and compliance with policies and laws.

The charter for the Audit Committee as adopted by our Board of Directors is attached as Appendix 2 hereto.

Composition of the Audit Committee

As at the date of this Circular, the members of Val-d’Or Mining’s Audit Committee are Louis Doyle (Chair), Deborah Honig and Luke Shewchuk. All three are considered to be “independent” applying the guidelines contained in applicable securities legislation.

All three members of the Audit Committee are financially literate in that each has the ability to read and understand 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 Val-d’Or Mining’s financial statements.

See “Reliance on Certain Exemptions” below.

Relevant Education and Experience

Each of the Audit Committee members is a business person with experience in financial matters garnered from working in their individual fields of endeavor; each has an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, and each has an understanding of the internal controls and procedures necessary for financial reporting.

The following outlines the education and experience of the members of the Audit Committee:

Louis Doyle (Chair)

Mr. Doyle has over 30 years of experience focused primarily on capital markets and public companies. Since 2015 Mr. Doyle provides consulting services to private and public companies. Between January 2016 and December 2021, he was Executive Director and a director of Québec Bourse, the association regrouping Québec based listed companies and other markets stakeholders. Between October 1999 and December 2015, he was the Vice-President, Montréal of TSX Venture Exchange. As such, he was responsible for business development and listing activities in the Province of Québec and Atlantic Canada and responsible for managing the Montréal listings team. During his tenure, he acted as chairman of TSX Venture Listing Committee and was member of the Policy committee. Mr. Doyle also led the nationwide TSX Venture Mentorship program. He has also held directorship roles with publicly traded companies.

Deborah Honig

Ms. Honig has more than 15 years of capital markets experience. She is the Founder and President of Adelaide Capital, a full-service Investor Relations firm located in Toronto. Prior to founding Adelaide Capital Markets, Ms. Honig was an institutional equity sales person at full-service investment banks in Toronto for 9 years. Before her career in institutional sales, she was a wholesaler of structured products to the retail advisor community.

Lukas (Luke) C.W. Shewchuk

Mr. Shewchuk is a Master's Graduate (2023), MSc Finance, University of London and was an Investment Banking Analyst (from November 2019 to October 2021) with iA Capital Markets and held a summer position (for two months commencing June, 2019) with Irving Resources Inc., a junior natural resource exploration company listed on the CSE. He holds a Bachelor of Arts (Honours Applied Economics) degree from Queen’s University. Prior to graduation from Queen’s, Mr. Shewchuk gained summer field experience in mining exploration in Red Lake, Ontario (May 2016 to August 2017) with Premier Gold Mines Limited, a junior natural resources issuer listed on the TSX.

Audit Committee Oversight

At no time since the commencement of Val-d’Or Mining’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

As Val-d’Or Mining is a “Venture Issuer” pursuant to relevant securities legislation, Val-d’Or Mining is relying on the exemption in Section 6.1 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) from the requirements of Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

At no time since the commencement of our most recently completed financial year ended December 31, 2022, has Val-d’Or Mining relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or the exemptions in Section 6.1.1 of NI 52-110 with respect to composition of an audit committee of a venture issuer ( Circumstance Affecting the Business or Operations of the Venture Issuer , Events Outside Control of Member and Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approved Policies and Procedures for Non-Audit Services

Val-d’Or Mining’s Audit Committee Charter provides that the Audit Committee is to pre-approve any engagements for non-audit services to be provided to Val-d’Or Mining by our external auditor prior to engaging the external auditor to perform such non-audit services, in light of the estimated fees and impact on the external auditor’s independence.

External Auditor Service Fees

Audit fees and audit and/or tax related fees billed or anticipated to be billed by our external auditor, MNP LLP, for services rendered during and/or related to the financial years ended December 31, 2022, and December 31, 2021, are summarized in the table that follows.

Audit fees ...................................................... Audit related fees........................................... Tax fees(1)...................................................... All other non-audit service fees .....................	Fiscal year ended December 31, 2022 $47,000 Nil $6,000 $4,750	Fiscal year ended December 31, 2021
		$43,328 Nil $4,000 $6,750

(1) Relates to services rendered for preparation and filing of tax returns and assistance with other tax related issues.

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended December 31, 2022, and as at the date of this Circular, no director, executive officer or employee or former director, executive officer or employee of Val-d’Or Mining, nor any nominee for election as a director of Val-d’Or Mining, nor any associate of any such person, was indebted to Val-d’Or Mining, nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Val-d’Or Mining.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as summarized below or as otherwise disclosed in this Circular, no proposed nominee for election as a director, and no director or executive officer of Val-d’Or Mining who has served in such capacity since the beginning of Vald’Or Mining’s most recently completed financial year, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of Val-d’Or Mining’s outstanding common shares, nor any of the respective associates or affiliates of any of the foregoing persons had or has any material interest in any transaction with Val-d’Or Mining since the commencement of its most recently completed financial year ended December 31, 2022, or in any proposed transaction, that has materially affected Val-d’Or Mining or is likely to do so.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as summarized below or as otherwise disclosed in this Circular, no proposed nominee for election as a director, and no director or executive officer of Val-d’Or Mining who has served in such capacity since the beginning of Vald’Or’s most recently completed financial year, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of Val-d’Or’s outstanding common shares, nor any of the respective associates or affiliates of any of the foregoing persons had any material interest in any transaction with Val-d’Or since the commencement of its most recently completed financial year ended December 31, 2022, or in any proposed transaction, that has materially affected Val-d’Or or is likely to do so.

On March 18, 2022, the Company completed a non-brokered private placement offering for gross proceeds of $1,396,472.64, having issued 8,727,954 Units under the Offering at a per Unit price of $0.16, each Unit comprised of one common share in the capital of the Company and one-half of one non-transferable common share purchase warrant, each whole warrant exercisable for the purchase of one common share of the Company at a per share price of $0.20 until March 18, 2024. Certain directors, officers and 10% shareholders of the Company participated in the offering for aggregate cash consideration to the Company of $602,016.96.

In addition, in January and April, 2023, Val-d’Or Mining purchased from its largest shareholder, Golden Valley Abitibi Royalties Ltd., a wholly owned subsidiary of Gold Royalty Corp. (referred to as “Gold Royalty”), mineral rights and interests in various properties located in Québec and Ontario in consideration for which the Company granted to Gold Royalty net smelter return royalties in varying amounts. In addition, the Company will pay to Gold Royalty 20% of any future consideration received by the Company, consisting of cash, shares or other securities of any entity received by the Company from a third party in consideration for any interest in, or otherwise in relation to, the properties pursuant to any transaction, agreement or other arrangement entered into, agreed to or announced by the Company on or before December 31, 2023 in relation to any of such portfolios.

Further detail with respect to transactions noted above are included in the news releases prepared and disseminated by Val-d’Or’s management dated December 2, 2022, January 3, 2023, January 30, 2023 and March 10, 2023 and which news releases have been electronically filed by the Company with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Val-d’Or’s issuer profile.

CEASE TRADE ORDERS AND BANKRUPTCY

Other than as disclosed below, as at the date of this Circular, no proposed nominee for election as a director of Vald’Or Mining is, or has been, within 10 years before the date of this Circular:

a director, chief executive officer or chief financial officer of any company (including Val-d’Or Mining and any personal holding company of the proposed director) that, while that person was acting in that capacity:
(a) was subject to:
- (i) a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order); or
- (ii) an order similar to a cease trade order; or
- (iii) an order that denied the relevant company access to any exemption under securities legislation;

that was in effect for a period of more than 30 consecutive days (an “ Order ”); or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
a director or executive officer of any company (including Val-d’Or Mining and any personal holding company of the proposed director) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Lumiera Health Inc.

Louis Doyle is a director of Lumiera Health Inc. (“ Lumiera ”). On April 13, 2023, the Autorité des marches financiers issued a failure-to-file cease trade order (the “ Lumiera CTO ”) against Lumiera for failing to file its annual financial statements, accompanying management’s discussion and analysis, and related certifications for the financial year ended November 30, 2022, within the period prescribed for such filings. As of the date of this Circular, the Lumiera CTO has not been revoked or rescinded.

PERSONAL BANKRUPTCY

As at the date of this Circular no proposed nominee for election as a director of Val-d’Or Mining has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

PENALTIES AND SANCTIONS

As at the date of this Circular, no proposed director of Val-d’Or Mining (nor any of their personal holding companies) has been subject to:

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

OTHER MATTERS

We are not aware of any other matters to come before the Meeting other than as set forth in the Notice of the Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

You may obtain additional financial information about Val-d’Or Mining in our audited comparative annual financial statements and Management’s Discussion and Analysis for the year ended December 31, 2022, which have been electronically filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Val-d’Or Mining’s issuer profile. Additional copies may be obtained without charge upon request to us at 2864 chemin Sullivan, Val-d’Or, Québec J9P 0B9 – telephone (819) 824-2808; fax (819) 824-3379. You may also access our public disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com .

APPENDIX 1 VAL-D’OR MINING CORPORATION

CHARTER FOR THE COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

1. Purpose

1.1 The Compensation and Corporate Governance Committee (the “ Committee ”) is ultimately responsible for:
(a) reviewing compensation and corporate governance policies and guidelines;
(b) assisting the Board of Directors in assessing and fulfilling its oversight responsibilities to ensure that the Company has an effective compensation and corporate governance regime and engages in sound and ethical business conduct in compliance with regulatory guidelines; and
(c) ensuring the independence of the Board of Directors in its functioning and operation and its ability to effectively supervise management’s operation of the Company.
1.2 The Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe.

2. Membership

2.1 Each member of the Committee must be a director of the Company.
2.2 The Committee will consist of at least three members and at least a majority of the members of the Committee shall be independent directors.
2.3 The members of the Committee will be appointed annually by, and will serve at the discretion of, the Board of Directors.

3. Responsibilities and Duties

3.1 The Committee’s responsibilities and duties include, but are not limited to, the following:
(a) defining terms of employment and compensation of senior executives, including succession planning and compensation, with a view of ensuring that the Company is able to recruit, retain and motivate performance-oriented executives;
(b) recommending to the Board of Directors the terms of employment, compensation and corporate objectives of the President and Chief Executive Officer;
(c) reviewing the performance of the Chief Executive Officer;
(d) defining management compensation programs including stock option and incentive plans;
(e) interpreting the Company’s Stock Option Incentive Plan and its policies respecting the grant of options thereunder, and reviewing and recommending to the Board of Directors for approval the grant of options thereunder and the terms thereof;
(f) reviewing and recommending to the Board of Directors for approval the stock options and other benefits, direct and indirect, of the Chief Executive Officer;
(g) reviewing and approving the Chief Executive Officer’s recommendations for the stock options and other benefits, direct or indirect of the senior executives of the Company;
(h) reviewing on a periodic basis the terms of the Company’s executive compensation programs for the purpose of determining if they are properly coordinated and achieving the purpose for which they were designed and administered;
(i) recommending to the Board of Directors the appropriate level of director compensation;
(j) overseeing the Company’s compliance with any rules promulgated by any regulatory body prohibiting loans to officers and directors of the Company;

Appendix 1 - Page 1

(k) periodically reviewing the Company’s corporate governance policies and making policy recommendations aimed at enhancing the effectiveness of the Board of Directors and all committees of such Board;
(l) ensuring appropriate structure, size composition, mandate and membership of the Board of Directors committees;
(m) identifying, evaluating, and recommending suitable candidates for nominees as directors;
(n) proposing agenda items and content for submissions to the Board of Directors related to compensation and corporate governance issues;
(o) periodically reviewing the relationship between management and the Board of Directors;
(p) reviewing and approving the Company’s compliance with, and response to, the guidelines outlined in the TSX Venture Exchange Corporate Finance Manual;
(q) determining annually which directors and committee members are considered to be independent, recommending its determination to the Board and providing the related analysis;
(r) ensuring effective communication between management and the Board of Directors;
(s) recommending procedures to allow the Board of Directors to function independently of management, including procedures to permit the Board of Directors to meet on a regular basis without a member of management being present;
(t) reviewing and assessing the adequacy of this Charter periodically as conditions dictate to ensure compliance with any rules or regulations promulgated by any regulatory body having jurisdiction over the Company and recommending to the Board of Directors for its approval any modifications to this Charter as considered necessary; and
(u) conducting an evaluation of the effectiveness of the Board and its committees on an annual basis.

4. Meetings

4.1 The quorum for a meeting of the Committee is a majority of the members of the Committee who are not employees or officers of the Company. Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose.
4.2 The members of the Committee must elect a chair from among their number and may determine their own procedures.
4.3 The Committee may establish its own schedule that it will provide to the Board of Directors in advance.
4.4 Any member of the Committee may call a meeting of the Committee.

5. Reports

5.1 The Committee will record its recommendations to the Board of Directors in written form which will be incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations are presented.

6. Resources

6.1 In performing its duties and exercising its authority, the Committee may utilize the services of the appropriate personnel of the Company and its parent.

7. Minutes

7.1 The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

Appendix 1 - Page 2

APPENDIX 2 VAL-D’OR MINING CORPORATION

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. Purpose

1.1. The Audit Committee’s primary function is assisting the Company’s Board of Directors in fulfilling its oversight responsibilities to shareholders. The Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee’s role is to:
(a) oversee the work and enhance the independence of the external auditor;
(b) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors;
(c) increase the credibility and objectivity of the Company’s financial reports and public disclosure; and
(d) review the Company’s annual financial statements prior to approval thereof by the Board of Directors.
1.2. The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee’s responsibilities as described herein.
1.3. The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

2.

2.1.

Membership

Each member of the Audit Committee must be a director of the Company.
2.2. The Audit Committee will consist of at least three members, the majority of whom are neither officers, employees or Control Persons (as that term is defined by the policies of the TSX Venture Exchange) of the Company or any of its affiliates, and the majority of whom must be “independent” and “financially literate” as those terms are defined by, and subject to the provisions of, National Instrument 52-110 – Audit Committees as adopted by the Canadian Securities Administrators, as such Instrument is revised or replaced from time to time.
2.3. The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

3. Authority

3.1. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:

(a) engage and terminate, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities;
(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and
(c) approve interim financial statements and interim MD&A on behalf of the Board of Directors.

4. Duties and Responsibilities

4.1. The duties and responsibilities of the Audit Committee include:

Appendix 2 - Page 1

(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors for appointment by shareholders;
(b) recommending to the Board of Directors the terms of engagement for and compensation of the external auditor;
(c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;
(d) overseeing the work of the external auditor;
(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board (“CPAB”) and enquiring if there are any sanctions imposed by the CPAB on the external auditor;
(f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company’s audits;
(g) where there is to be a change in external auditor, reviewing the issues related to the change and the information to be included in the required notice to be filed with securities regulators with respect to such change;
(h) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written communications to the Committee and to management;
(i) reviewing any disagreements in financial reporting between the external auditor and the Company’s management;
(j) reviewing the external auditor’s report, audit results and financial statements prior to approval of same by the Board of Directors;
(k) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor’s report on those financial statements prior to Board approval and dissemination of annual financial statements to shareholders and the public;
(l) reviewing the Company’s financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information by the Company;
(m) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company prior to its dissemination to the public;
(n) overseeing the adequacy of the Company’s system of internal accounting controls and internal audit process and obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;
(o) ensuring the integrity of the Company’s disclosure controls and internal controls over financial reporting;
(p) resolving disputes between management and the external auditor regarding financial reporting;
(q) reviewing the external auditor’s internal quality control procedures and any material issues raised with respect thereto by any peer, governmental or professional authority review and the steps taken to deal with those issues; and examining all relationships between the external auditor and the Company, in order to assess and ensure the external auditor’s independence;
(r) reviewing risk management policies and procedures (for example, hedging, litigation and insurance), as well as current areas of financial risk and whether management is managing these effectively;
(s) establishing procedures for:
(i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practises relating thereto; and
(ii) the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters;

Appendix 2 - Page 2

(t) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;
(u) pre-approving all non-audit services to be provided by the Company’s external auditor to the Company or any of its subsidiaries and, in this regard, considering whether the external auditor’s performance of any such non-audit services is compatible with the external auditor’s independence; and
(v) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and fees and Audit Committee activities.
4.2. The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.

5. Meetings

5.1. The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.
5.2. The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.
5.3. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.
5.4. The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.
5.5. A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.
5.6. The Audit Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.
5.7. The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.
5.8. The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.

6. Reports

6.1. The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations are presented.

7. Minutes

7.1. The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

Appendix 2 - Page 3

APPENDIX 3

NSR PURCHASE AGREEMENT

NSR PURCHASE AGREEMENT

- AMONG -

2973090 CANADA INC. AND GLENN J. MULLAN

- AND -

VAL-D’OR MINING CORPORATION

_____

May 26, 2023

NSR PURCHASE AGREEMENT

THIS AGREEMENT is made as of May 26, 2023,

BETWEEN:

2973090 Canada Inc. a corporation existing under the laws of Canada and Glenn J. Mullan of 152 Chemin de la Mine Ecole, Val d'Or, Quebec (together, the “ Vendor ”)

and -

VAL-D’OR MINING CORPORATION , a corporation existing under the laws of British Columbia (" VZZ ")

WHEREAS the Vendor is the registered owner of the Purchased Assets (as defined herein);

AND WHEREAS the Vendor desires to sell, and VZZ desires to purchase, the Purchased Assets upon and subject to the terms and conditions set out in this Agreement;

NOW THEREFORE , in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows: ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

“297” means 2973090 Canada Inc.

" affiliate " has the meaning specified in National Instrument 45-106 – Prospectus Exemptions .

" Agreement " means this NSR purchase agreement, including the schedules attached hereto.

" Authorization " means with respect to any Person, any order, permit, approval, consent, waiver, licence, registration or similar authorization of any governmental entity having jurisdiction over the Person.

" Business Day " means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Vancouver, British Columbia.

" Closing " means the closing of the purchase and sale of the Purchased Assets.

" Closing Date " means the date that is five business days after the satisfaction of the conditions precedent to the completion of the Transaction as set out in Article 5 of this Agreement have been

satisfied or waived in accordance with this Agreement, or such earlier or later date as the Parties may agree in writing.

" Closing Time " means 10:00 a.m. (Eastern time) or such other time on the Closing Date as the Parties may agree in writing.

" Encumbrance " means any encumbrance of any kind whatsoever on property including any privilege, mortgage, hypothec, lien, charge, pledge, security interest, adverse claim or any other option, right or claim of others of any kind whatever, whether contractual, statutory or otherwise, arising.

“Mullan” means Glenn J. Mullan.

“Properties” means properties listed in Column 1 of Schedule “A” hereto.

" MI 61-101 " means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions .

" Parties " means the Vendor and VZZ and " Party " means any of them.

" Purchase Price " has the meaning ascribed thereto in Section 2.2.

" Purchased Assets " means the net smelter return and gross overriding royalty interests held by the Vendor on the Properties as set out in Schedule “A” in the percentages set out as follows, as well as any other unknown claims as set out in Schedule “A” hereto:

(a) in the column entitled “First NSR Reduction” for the Munro, Bogside, Recession Larder and Matachewan properties; and
(b) in the column entitled “Secondary NSR Reduction” for the Matachewan, Claw Lake, Cook Lake, Murdoch Creek and Perestroika properties (the “JV Properties”) in the event that the JV properties are eventually returned to VZZ; and

" Representatives " means, with respect to a Person, such Person's affiliates or any officer, director, employee, representative or agent of such Person or any of its affiliates.

" Tax Act " means the Income Tax Act (Canada).

" Taxes " means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, valueadded, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, unclaimed property, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of or in lieu

of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

" Transaction " means, the transactions contemplated by this Agreement in relation to the purchase of the Purchased Assets by VZZ and the sale of the Purchased Assets by the Vendor.

" TSXV " means the TSX Venture Exchange.

" VZZ Shares " means the common shares in the capital of VZZ.

" Wilful Breach " means a breach of this Agreement that is a consequence of an act undertaken by the breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc . The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency . All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.
(c) Gender and Number . Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(d) Capitalized Terms . Unless expressly indicated otherwise, all capitalized terms used in any Schedule have the meanings ascribed to them in this Agreement.
(e) Time References . References to time are to local time, Toronto, Ontario.
(f) Consent . If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

ARTICLE 2 PURCHASED ASSETS, PURCHASE PRICE AND CONCURRENT SUBSCRIPTION

2.1 Purchase and Sale

On and subject to the terms and conditions of this Agreement, including the representations, warranties and covenants contained herein, on the Closing Date, each of 297 and Mullan shall sell, assign, transfer and convey unto VZZ and VZZ shall purchase from the Vendor a 100% interest in the Purchased Assets, free and clear of all Encumbrances.

2.2 Purchase Price

The purchase price payable by VZZ to the Vendor for the Purchased Assets (the " Purchase Price ") shall be fully paid and satisfied by the issuance of 2,222,222 VZZ Shares (the “ Purchase Shares ”) as to 752,893 shares to 297 and 1,469,329 shares to Mullan, upon receipt of TSXV approval.

2.3 Concurrent Cancellation

Pursuant to this Agreement and in connection with purchase of the Purchased Assets, VZZ shall, at Closing, take all steps to extinguish the net smelter return royalty comprising the Purchased Assets.

ARTICLE 3 REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

3.1 Representations and Warranties of the Vendor

Each of 297 and Mullan jointly and severally represents and warrants to VZZ and acknowledges and agrees that VZZ is relying upon such representations and warranties in connection with the entering into of this Agreement.

(a) Organization and Qualification . 297 is a corporation incorporated, validly existing and in good standing under the laws of Canada, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.
(b) Corporate Authorization . 297 has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by 297 of its obligations under this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of 297 and no other corporate proceedings on the part of 297 are necessary to authorize this Agreement or the consummation of the Transaction and the other transactions contemplated hereby
(c) Execution and Binding Obligation . This Agreement has been duly executed and delivered by 297 and Mullan, and constitutes a legal, valid and binding agreement of 297 and Mullan, enforceable against each of them in accordance with its terms.
(d) Fair Value . The Vendor acknowledges that the sale of the Purchased Assets through the issuance of the Purchase Shares is the Parties’ best estimate of the fair value of the Purchased Assets.
(e) Release by the Vendor . The Vendor releases VZZ and its representatives or assigns of and from any and all actions, causes of action, claims, complaints, demands, damages, interest, cost, expenses and compensation of whatsoever kind and howsoever arising, whether known or unknown, and which the Vendor now have or at any time hereafter can, shall or may have in any way resulting or arising from any cause, matter or thing whatsoever existing up to the present time relating to the Purchased Assets.
(f) Warranties as to Value . The Vendor represents that no representations or warranties have been made by VZZ or its directors or officers, or by any other party, concerning the future value of the Purchase Shares, and further acknowledge that the value of the Purchase Shares is variable and speculative, and that there is no assurance that VZZ’s business will generate earnings, operate profitably, or provide a return on investment in the future.
(g) No Encumbrances. The Vendor is not aware of the creation or imposition of any Encumbrance upon any of the Purchased Assets.

3.2 Representations and Warranties of VZZ

VZZ represents and warrants to the Vendor and acknowledges and agrees that the Vendor is relying upon such representations and warranties in connection with the entering into of this Agreement.

(a) Organization and Qualification . VZZ is a corporation incorporated, validly existing and in good standing under the laws of British Columbia and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.
(b) Corporate Authorization . VZZ has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by VZZ of its obligations under this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of VZZ and no other corporate proceedings on the part of VZZ are necessary to authorize this Agreement or the consummation of the Transaction and the other transactions contemplated hereby.
(c) Execution and Binding Obligation . This Agreement has been duly executed and delivered by VZZ, and constitutes a legal, valid and binding agreement of VZZ, enforceable against it in accordance with its terms.
(d) MI 61-101 . The Transaction is exempt from the requirements to obtain minority approval and a formal valuation pursuant to MI 61-101.
(e) No Legal Action. There is no action or proceeding against or pending against VZZ and VZZ is not involved in any material litigation or arbitration administrative, judicial, quasi-judicial or criminal proceedings, whether as plaintiff, defendant or otherwise and no litigation or arbitration, administrative, judicial, quasi-judicial or criminal proceedings by or against VZZ are threatened or expected.

ARTICLE 4 COVENANTS

4.1 Covenants and Acknowledgements of the Vendor Relating to the Transaction

The Vendor acknowledges and agrees with VZZ (which covenants shall survive Closing and continue indefinitely) that it will perform all obligations required or desirable to be performed by it under this Agreement, co-operate with VZZ in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, and as sit relates to the Purchase Shares, each acknowledges that:

(a) Exempt Distribution. As the issuance of the Purchase Shares to the Vendor is being issued pursuant to exemptions from the requirements to provide the Vendor with a prospectus and to issue the securities herein through a person registered to sell securities under applicable securities legislation:
(i) certain protections, rights and remedies provided by applicable securities legislation, including statutory rights of rescission or damages, shall not be available to the Vendor and the Vendor will not receive information that it would be entitled to under applicable securities legislation if no prospectus exemption was available;
(ii) VZZ is relieved of certain obligations which would otherwise apply under applicable securities legislation; and
(iii) various filings must be completed and disclosures made to the securities regulatory authorities having jurisdiction over the securities of VZZ and to the TSXV.
(b) No Regulatory Review. No securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchase Shares described herein.
(c) No Insurance. There is no government or other insurance covering the Purchase Shares.
(d) Speculative. The Purchase Shares are speculative and represent a high degree of risk; the Vendor has sufficient knowledge in financial and business affairs as to be capable of evaluating the merits and risks of the Transaction.
(e) Ongoing Professional Advice. The Vendor is responsible for obtaining its own legal, tax and accounting advice with respect to this Agreement and the transactions contemplated by it and it been advised to consult its own legal advisers in connection

with any applicable statutory hold periods or resale restrictions and it is solely responsible for compliance with applicable hold periods or re-sale restrictions.

4.2 Covenants of VZZ Relating to the Transaction

(a) VZZ shall perform all obligations required or desirable to be performed by VZZ under this Agreement, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Transaction and, without limiting the generality of the foregoing, VZZ shall use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and comply promptly with all requirements imposed by law on it with respect to this Agreement or the Transaction.
(b) VZZ represents and covenants that it has entered into this Agreement for the purposes of eliminating the encumbrances against VZZ’s assets as a result of the Purchased Assets being in place, and shall not circumvent the intent of this Agreement.

4.3 Public Communications

All public notices to third parties and all other publicity concerning this Agreement and the Transaction shall be jointly planned and coordinated by VZZ and the Vendor and neither party shall act unilaterally in this regard without the prior approval of the other party (such approval not to be unreasonably withheld). Immediately following the execution of this Agreement, VZZ will issue a press release announcing the terms of same.

4.4 Due Diligence

Each party has completed due diligence satisfactory to it as it relates to the completion of the Transaction.

4.5 Tax Matters

The Parties understand that elections under subsections 95(1) and (2) of the Tax Act shall be made in order that the property being transferred to VZZ allow the Vendor to make elections under the Tax Act to defer all or part of the income which would otherwise arise on the transfer of the Purchased Assets, and VZZ shall provide all documents required for such elections. For the purposes of this election, the deemed value of the Purchased Assets is $200,000 (which is calculated as of the closing price of VZZ’s shares of $0.09 on the TSXV on May 24, 2023).

ARTICLE 5 CONDITIONS TO CLOSING

5.1 Mutual Conditions Precedent

The Parties are not required to complete the Transaction unless the following conditions are satisfied on or as of the Closing Date, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(a) TSXV Approval. VZZ shall have obtained the conditional approval of the TSXV for the Transaction, such approval to include only conditions customary of a transaction of this nature.
(b) Exemption from Minority Approval . The Transaction shall be exempt from the requirement to obtain minority approval pursuant to MI 61-101.
(c) Exemption from Formal Valuation . The Transaction shall be exempt from the requirement to obtain a formal valuation pursuant to MI 61-101.
(d) Director Consent . The board of directors, respectively, of the Vendor and VZZ shall have provided consent for the Transaction prior to entering into this Agreement.
(e) Illegality. No law is in effect that makes the consummation of the Transaction illegal or otherwise prohibits or enjoins the Vendor or VZZ from consummating the Transaction.
(f) No Legal Action. There be no legal action or proceeding pending against VZZ or of the Purchased Assets.

ARTICLE 6 TERM AND TERMINATION

6.1 Termination

This Agreement may be terminated prior to the Closing Date by the mutual written agreement of the Parties.

6.2 Effect of Termination

If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no further force or effect without liability of any Party to any other Party to this Agreement except that no Party shall be relieved of any liability for any Wilful Breach by it of this Agreement.

ARTICLE 7 CLOSING

7.1 Date, Time and Place of Closing

The completion of the Transaction contemplated by this Agreement will take place virtually by electronic means, at the Closing Time on the Closing Date or at such other place, on such other date and at such other time as may be agreed upon in writing between the Vendor and VZZ.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

This Agreement may only be amended by mutual written agreement of the Parties.

8.2 Expenses

Each of the Vendor and VZZ will be responsible for and bear all of its own costs and expenses (including any broker's or finder's fees and the expenses of its Representatives) incurred at any time prior to or after the Closing Date in connection with negotiating, evaluating, pursuing or completing the Transaction, whether or not the Transaction is consummated.

8.3 Injunctive Relief and Remedies

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by VZZ or the Vendor in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement by the other Parties, and to enforce compliance with the terms of this Agreement by the other Parties without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which a Party may be entitled at law or in equity.

8.4 Further Assurances

From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively undertake the transactions contemplated by this Agreement and to carry out the intent of this Agreement. Without limiting the generality of the foregoing, to the extent that any Purchased Asset is not transferred to VZZ, upon becoming aware or being notified of such failure to transfer such asset, the Vendor shall use its best efforts to transfer, or to cause the transfer of, such Purchased Asset to VZZ or take other appropriate steps to allow VZZ to enjoy the benefit of such Purchased Asset for the purposes of cancellation. Additionally, to the extent that the Parties become aware of additional agreements (the “Additional Agreements”) under which VZZ has granted royalties to the Vendor, the Parties shall execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively extinguish any of VZZ’s obligations under the Additional Agreements.

8.5 Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:

(a) to the Vendor at:

152 chemin de la Mine École Val-d’Or, Québec J9P 7B6

Attention: Glenn J. Mullan Email: [email protected]

(b) to VZZ at: 2864 Ch Sullivan Val d’Or, QC J9P 0B0 Attention: Jens Zinke Email: [email protected]

Any notice or other communication is deemed to be given and received: (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; (ii) if sent by overnight courier, on the next Business Day; or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.6 Time of the Essence

Time is of the essence in this Agreement.

8.7 Third Party Beneficiaries

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any other Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

8.8 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.9 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.10 Successors and Assigns

(a) This Agreement becomes effective only when executed by the Vendor, and VZZ. After that time, it will be binding upon and enure to the benefit of the Vendor and VZZ and their respective successors and permitted assigns.
(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by the Vendor without the prior written consent of VZZ. Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by VZZ without the prior written consent of the Vendor.

8.11 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.12 Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Quebec and the federal Laws of Canada applicable therein.

8.13 Rules of Construction

The Parties waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

8.14 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

VAL-D’OR MINING CORPORATION

By: /s/ " C. Jens Zinke" Name: C. Jens Zinke Title: Chief Operating Officer

2973090 CANADA INC.

/s/ "Glenn J. Mullan" Name: Glenn J. Mullan Title: Chief Executive Officer

/s/ "Glenn J. Mullan" GLENN J. MULLAN

SCHEDULE A

LIST OF PROPERTIES AND ROYALTIES

VZZ Settlement of Legacy NSR's with Mullan & 297

#	Property Name	*Effective NSR*	*First NSR*	*Potential NSR*	*Secondary*	*Final NSR*		*NSR Value per %*	*NSR Value per %*	*NSR Value per %*	*NSR Value per %*	*Advance*	*Advance*	*Advance*	*Advance*	*Advance Royalty*	*Advance Royalty*	Purchase Price	Purchase Price	Comment
		*at Acquisition*	*Reduction*		*NSR* *Reduction*			*and ha (first* *reduction)*		*and ha* *(secondary*		*Royalties (first* *reduction)*		*Royalties* *(secondary*		*Value (first* *reduction)*	*Value (secondary* *reduction)*	Allocation
										*reduction)*				*reduction)*
	1 Munro	3.00%	3.00%	0.00%		0.00%	427.20	$	15.00	$	1.50	$	10,000.00			300%	30%	$	49,224	297
	2 Bogside	3.50%	3.50%	0.00%		0.00%	687.18	$	15.00	$	1.50	$	10,000.00			300%	30%	$	66,077	GJM
	3 Recession Larder	3.50%	3.50%	0.00%		0.00%	194.90	$	15.00	$	1.50	$	10,000.00			300%	30%	$	40,232	GJM
	4 Matachewan	3.50%	2.00%	1.50%	1.50%	0.00%	182.42	$	15.00	$	1.50			$	10,000.00	300%	30%	$	8,883	GJM
	5 Claw Lake			3.00%	3.00%	0.00%	1,194.60	$	15.00	$	1.50			$	10,000.00	300%	30%	$	8,376	297
	6 Cook Lake			3.00%	3.00%	0.00%	1,043.48	$	15.00	$	1.50			$	10,000.00	300%	30%	$	7,696	297
	7 Murdoch Creek			3.50%	3.50%	0.00%	1,309.29	$	15.00	$	1.50			$	10,000.00	300%	30%	$	9,874	GJM
	8 Perestroika			3.50%	3.50%	0.00%	325.43	$	15.00	$	1.50			$	10,000.00	300%	30%	$	4,709	GJM
	9 Other unknown claims																	$	4,930	GJM & 297 (50% each)
							5,364.50					$	30,000.00	$	50,000.00			$	200,000

Settlement Considerations
	# of Shares																		2,222,222
	SharePrice																	$	0.09

APPENDIX 4 – CHANGE OF AUDITOR REPORTING PACKAGE

NOTICE OF CHANGE OF AUDITOR

VAL-D’OR MINING CORPORATION (the “ Company ”)

TO: McGovern Hurley LLP AND TO: MNP LLP (the “ Predecessor Auditor ”) AND TO: All Holders of Common Shares of the Company AND TO: Autorité des marchés financiers Alberta Securities Commission British Columbia Securities Commission Ontario Securities Commission TSX Venture Exchange

On recommendation of management, the Company’s Board of Directors has determined to propose to the Company’s shareholders the appointment of McGovern Hurley LLP (the “ Successor Auditor ”) as the auditor of the Company, rather than the reappointment of the Predecessor Auditor, which firm’s term of appointment as auditor of the Company will expire on September 8, 2023, the date set by the Company for its next annual general and special meeting of shareholders. This proposed change of the Company’s auditor was approved by the Company’s Board of Directors on July 24, 2023.

The Company reports that there have been no modified opinions expressed by the Predecessor Auditor in the reports on the Company’s financial statements relating to the Company’s two most recently completed financial years ended December 31, 2022 and December 31, 2021, reported on by the Predecessor Auditor.

In the opinion of the Company, there have been no “reportable events” (as defined by applicable legislation and set out below) in connection with the audits of the Company’s fiscal years reported upon by the Predecessor Auditor.

For the purposes of this notice, National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators states that a “ reportable event ” means a disagreement, a consultation, or an unresolved issue. Disagreement, consultation and unresolved issue are defined in NI 51-102 as follows:

“ disagreement ” means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion:

(a) resulted in a modified opinion in the predecessor auditor’s audit report on the reporting issuer’s financial statements for any period during the relevant period;
(b) would have resulted in a modified opinion in the predecessor auditor’s audit report on the reporting issuer’s financial statements for any period during the relevant period if the difference of opinion had not been resolved to the predecessor auditor’s satisfaction, not including a difference of opinion based on incomplete or preliminary information that
2 -

was resolved to the satisfaction of the predecessor auditor upon the receipt of further information;

(c) resulted in a qualified or adverse communication or denial of assurance in respect of the predecessor auditor’s review of the reporting issuer’s interim financial report for any interim period during the relevant period; or
(d) would have resulted in a qualified or adverse communication or denial of assurance in respect of the predecessor auditor’s review of the reporting issuer’s interim financial report for any interim period during the relevant period if the difference of opinion had not been resolved to the predecessor auditor’s satisfaction, not including a difference of opinion based on incomplete or preliminary information that was resolved to the satisfaction of the predecessor auditor upon the receipt of further information;

“ consultation ” means advice provided by a successor auditor, whether or not in writing, to a reporting issuer during the relevant period, which the successor auditor concluded was an important factor considered by the reporting issuer in reaching a decision concerning:

(a) the application of accounting principles or policies to a transaction, whether or not the transaction is completed;
(b) a report provided by an auditor on the reporting issuer’s financial statements;
(c) scope or procedure of an audit or review engagement; or
(d) financial statement disclosure;

“ unresolved issue ” means any matter that, in the predecessor auditor’s opinion, has, or could have, a material impact on the financial statements, or reports provided by the auditor relating to the financial statements, for any financial period during the relevant period, and about which the predecessor auditor has advised the reporting issuer if:

(a) the predecessor auditor was unable to reach a conclusion as to the matter’s implications before the date of termination or resignation;
(b) the matter was not resolved to the predecessor auditor’s satisfaction before the date of termination or resignation; or
(c) the predecessor auditor is no longer willing to be associated with any of the financial statements.

Dated as of July 24, 2023.

BY ORDER OF THE BOARD

(signed) “Glenn J. Mullan”

Glenn J. Mullan

Chairman, President, Chief Executive Officer and Director

==> picture [103 x 34] intentionally omitted <==

July 26, 2023

TO: Autorité des marchés financiers Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission

AND TO: TSX Venture Exchange

Dear Sirs/Mesdames:

RE: Val-d’Or Mining Corporation (the “Company”) – Change of Auditor

We have reviewed the Notice of Change of Auditor of the Company dated July 24, 2023, and confirm that, based on our knowledge of the information stated therein, we agree with the statements in the Notice.

Sincerely,

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Chartered Professional Accountants Licensed Public Accountants

MNP LLP

Suite 800, 1600 Carling Avenue, Ottawa ON, K1Z 1G3

T: 613.691.4200 F: 613.726.9009

MNP.ca

==> picture [134 x 105] intentionally omitted <==

July 31, 2023

Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission Autorité des marches financiers TSX Venture Exchange

Dear Sirs/Mesdames:

Re: Val-d’Or Mining Corp.

We have reviewed the information contained in the Change of Auditor Notice of Val-d’Or Mining Corp. dated July 24, 2023 (the “Notice”), which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

Based on our knowledge as of the date hereof, we agree with the statements contained in the Notice. We have no basis to agree or disagree with the comments in the notice relating to MNP LLP.

Yours truly,

==> picture [143 x 43] intentionally omitted <==

McGovern Hurley LLP

Chartered Professional Accountants Licensed Public Accountants

==> picture [121 x 61] intentionally omitted <==

AI assistant

VIQ Solutions Inc. — AGM Information 2023

45551_rns_2023-08-21_0c678402-0848-4735-a47f-c27666a4926b.pdf

NOTICE OF

ANNUAL GENERAL AND SPECIAL MEETING

of

SHAREHOLDERS

and

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

PART 1 – VOTING

HOW A VOTE IS PASSED

WHO CAN VOTE?

Please note:

VOTING BY PROXY

What is a proxy?

Appointing a proxyholder

Instructing your proxy

Changing your mind

NON-REGISTERED SHAREHOLDERS

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Number of Directors

Nominees for Election as Directors

APPOINTMENT OF THE AUDITOR

APPROVAL OF THE NSR PURCHASE AGREEMENT WITH 2973090 CANADA INC. AND GLENN J. MULLAN

Background

Approval Requirements

Resolution

Board Recommendation

ANNUAL APPROVAL OF THE STOCK OPTION INCENTIVE PLAN

Summary of the Option Plan

PART 4 – EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Objectives and Principles

Compensation Process and the Role of the Compensation and Corporate Governance Committee

Option Based Awards

Benefits and Perquisites

Risks Associated with Val-d’Or Mining’s Compensation Practises

Hedging by Named Executive Officers or Directors

Summary Compensation Table

Incentive Plan Awards

Outstanding Option-Based Awards

Value Vested or Earned During the Year

Exercise of Options to Purchase Common Shares of Val-d’Or Mining

Consulting Agreements, Termination and Change of Control Benefits

Glenn J. Mullan

C. Jens Zinke

Rico De Vega

Director Compensation

Outstanding Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

PART 6 – CORPORATE GOVERNANCE

Composition of the Board of Directors

Directorships in other Public Companies

Orientation and Continuing Education of Directors

Ethical Business Conduct

Nomination and Election of Directors

Compensation

Board Committees

Audit Committee

Compensation and Corporate Governance Committee

C. Jens Zinke

Assessments

PART 7 – AUDIT COMMITTEE

Role of the Audit Committee & Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Louis Doyle (Chair)

Deborah Honig

Lukas (Luke) C.W. Shewchuk

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approved Policies and Procedures for Non-Audit Services

External Auditor Service Fees

PART 8 – OTHER INFORMATION

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

VIQ Solutions Inc. AGM Information 2023