Vortex Metals Inc. — AGM Information 2024

Jul 16, 2024

VORTEX METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 19, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

July 15, 2024

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this notice and information circular, you should immediately contact your advisor.

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VORTEX METALS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of Vortex Metals Inc. (the “ Company ”) will be held at the offices of Suite 1500 – 409 Granville Street, Vancouver, British Columbia, on Monday, August 19, 2024, at the hour of 11:00 a.m. (Vancouver time) for the following purposes:

• (1) to receive the audited financial statements of the Company for the fiscal year ended December 31, 2023, and the accompanying report of the auditors;

• (2) to set the number of directors of the Company at five (5);

• (3) to elect Vikas Ranjan, Michael Williams, John Larson, Cale Thomas and Paul Furst as directors of the Company;

• (4) to appoint MNP LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending December 31, 2024 and authorize the directors of the Company to fix the remuneration to be paid to the auditors;

• (5) to consider and, if deemed advisable, to approve an ordinary resolution to re-approve and confirm the Company’s 2023 equity incentive compensation plan; and

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

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Board has fixed July 15, 2024 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered Shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 15[th] day of July, 2024.

By Order of the Board of Directors of

VORTEX METALS INC.

“Vikas Ranjan” Vikas Ranjan Chief Executive Officer

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PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

VORTEX METALS INC.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

This management information circular (the “ Information Circular ”) accompanies the notice of annual general and special meeting of shareholders (the “ Notice ”) of Vortex Metals Inc. (the “ Company ”) and is furnished to shareholders (each, a “ Shareholder ”) holding common shares (the “ Shares ”) of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the annual general and special meeting (the “ Meeting ”) of the Shareholders to be held at 11:00 a.m. (Vancouver time) on Monday, August 19, 2024 at the offices of Suite 1500- 409 Granville Street, Vancouver, British Columbia, or at any adjournment or postponement thereof.

Date and Currency

The date of this Information Circular is July 14, 2024. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder holds on the record date of July 15, 2024 (the “ Record Date ”) on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the “ Designated Persons ”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

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A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

The Shareholder may vote by mail or via the internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of Ontario) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. The Chairman of the Meeting, in his sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-infact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at anytime before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the proxy. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations or other matters to come before the Meeting.

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In the case of abstentions from, or withholding of, the voting of the Shares of a Shareholder on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Beneficial Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to the names of all Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by his, her or its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. If Beneficial Shareholders receive the voting instruction forms from Broadridge, they are requested to complete and return the voting instruction forms to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge’s dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the applicable Shares voted at the Meeting.

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

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his, her or its Shares.

Beneficial Shareholders consist of non-objecting beneficial owners and objecting beneficial owners. A nonobjecting beneficial owner is a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National

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Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) of the Canadian Securities Administrators. An objecting beneficial owner means a beneficial owner of securities that has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under NI 54-101.

The Company is sending proxy-related materials indirectly to non-objecting beneficial owners of the Shares through Broadridge. The Company will not pay for the delivery of proxy-related materials to objecting beneficial owners of the Shares under NI 54-101 and Form 54-107F1 – Request for Voting Instructions Made by Intermediary . The objecting beneficial owners of the Shares will not receive the materials unless their intermediary assumes the costs of delivery.

All references to Shareholders in this Information Circular are to registered Shareholders, unless specifically stated otherwise.

QUORUM

The quorum for any meeting of Shareholders will be two (2) persons present, each being a Shareholder entitled to vote thereat or a duly appointed proxy for an absent Shareholder so entitled.

REVERSE TAKEOVER TRANSACTION

The Company completed its amalgamation transaction (the “ Transaction ”) with Acapulco Gold Holdings Ltd. (formerly, Acapulco Gold Corp.) (“ AGH ”) pursuant to the amalgamation agreement dated February 5, 2021. The Transaction was completed by way of a share exchange between the shareholders of AGH and the Company. In exchange for all of the issued and outstanding shares of Acapulco, the shareholders of AGH received an aggregate of 6,744,102 Shares of the Company. The Transaction completed on April 27, 2022 and constituted a reverse acquisition (“ RTO ”). In concurrent of the RTO, the Company also issued 25,000,000 Shares to Paradex Inc. and various other parties, upon the completion of the purchase of the Riqueza Marina, Zaachila and El Rescate Projects and 1,587,205 Shares issued to certain finders in connection with the completion of the qualifying transaction.

The Company is listed on the TSX Venture Exchange (the “ TSXV ”) under the trading symbol “VMS”. On April 27, 2022, the Company changed its name to “Vortex Metals Inc.”

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value. As of the Record Date, determined by the board of directors of the Company (the “ Board ”) to be the close of business on July 15, 2024, 80,046,968 Shares were issued and outstanding. Each Share carries the right to one vote at the Meeting.

Only registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors or executive officers of the Company, no persons or companies beneficially own, control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to the Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2023, together with the auditor’s report thereon, will be presented to the Shareholders at the Meeting. The Company’s financial statements and management discussion and analysis are available on SEDAR at www.sedar.com.

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2. FIX THE NUMBER OF DIRECTORS

The articles of the Company provide for a minimum of one and a maximum of ten directors. At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve a special resolution to fix at five (5) the number of directors to be elected at the Meeting, to hold office until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Company, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) (“ OBCA ”) or the Company’s by-laws. To be effective, the special resolution must be approved by not less than twothirds (2/3) of the votes cast by the Shareholders present in person, or represented by proxy, and entitled to vote at the Meeting.

It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote such proxies FOR the special resolution fixing the number of directors to be elected at the Meeting at five (5).

The Board recommends that Shareholders vote in favour of setting the number of directors at five (5).

3. ELECTION OF DIRECTORS

At present, the directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting, or until their successors are duly elected or appointed in accordance with the Company’s articles or until such director’s earlier death, resignation or removal.

Management of the Company proposes to nominate all of the current directors of the Company, as set out in the table below, for election by the Shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Shares Owned(1)
Vikas Ranjan(2) Ontario, Canada Chief Executive Officer and Director	President & CEO, Vortex Metals Inc (2022 – Current) Partner: Principle Capital Partners Corp. (2018-2021)	April 27, 2022	2,000,000(3)
Michael Williams(2) British Columbia, Canada Director	Executive Chairman and Director of Aftermath Silver since December, 2014; President and CEO of Vendetta Mining Corp since December, 2009; President of Full Metal Minerals Ltd. since June 2003.	April 27, 2022	2,878,633(4)
John Larson(2) Tucson, Arizona Director	President and Principal Consultant, Lucero Exploration Inc.	April 27, 2022	539,661(5)
Cale Thomas British Columbia, Canada Director	Financial Consultant	July 10, 2023	0(6)

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Name, Place of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Director Since	Number of Shares Owned(1)
Paul Furst Santiago, Chile Director	Business Engineer	June 11, 2024	0

• (1) Information has been furnished by the respective nominees individually.

• (2) Member of the audit committee of the Board (the “ Audit Committee ”).

• (3) 2,000,000 Shares held indirectly through 2286252 Ontario Inc. Mr. Ranjan holds: (i) 1,000,000 stock options, each of which is exercisable into one Share at a price of $0.20 per Share until July 28, 2032, (ii) 250,000 share purchase warrants, each of which is exercisable into one Share at a price of $0.135 per Share until April 25, 2026, and (iii) 500,000 restricted share units held indirectly through 2286252 Ontario Inc.

• (4) This number is comprised of: (i) 25,000 Shares held directly, and (ii) 2,853,633 Shares held indirectly through Octavian Capital Corp. Mr. Williams holds: (i) 800,000 stock options, each of which is exercisable into one Share at a price of $0.20 per Share until July 28, 2032, (ii) 385,150 share purchase warrants, each of which is exercisable into one Share at a price of $0.135 per Share until April 25, 2026, and (iii) 500,000 restricted share units.

• (5) This number is comprised of: (i) 372,994 Shares held directly, and (ii) 166,667 Shares held indirectly through Larson Family Trust DTD 10/04/99. Mr. Larson holds: (i) 300,000 stock options, each of which is exercisable into one Share at a price of $0.20 per Share until July 28, 2032, and (ii) 50,000 share purchase warrants, each of which is exercisable into one Share at a price of $0.135 per Share until April 25, 2026.

• (6) Mr. Thomas holds 100,000 stock options, each of which is exercisable into one Share at a price of $0.10 per Share until January 17, 2034.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the Shares represented by proxies for the election of any other persons as directors.

Management recommends the election of each of the nominees listed above as a director of the Company.

Orders

Except as disclosed below, to the best of management’s knowledge, no proposed director of the Company is, or within the ten (10) years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

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

• (b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, 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.

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As publicly disclosed at www.sedar.com , The Mint Corporation (“Mint”), a company whose board Mr. Ranjan serves became subject to a failure-to-file cease trade order issued by the Ontario Securities Commission (“OSC”) on May, 5, 2023 (the “CTO”) by virtue of not having filed periodic disclosure documents by the applicable filing deadlines. On June 20, 2023, the OSC revoked the CTO after being satisfied that Mint filed the periodic disclosure documents required under applicable securities law.

Mint is also currently subject to a failure-to-file cease trade order issued by the Ontario Securities Commission (“OSC”) on May, 7, 2024 (the “CTO”) by virtue of not having filed periodic disclosure documents by the applicable filing deadlines.

Bankruptcies

To the best of management’s knowledge, no proposed director of the Company has, within 10 years before the date of this Information Circular, been a director or an executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Other than as disclosed below, to the best of management’s knowledge, no proposed director of the Company has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties, Sanctions, and Cease Trade Orders

Except as set out below, to the best of management’s knowledge, no proposed director of the Company has been subject to: (a) 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 (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The British Columbia Securities Commission, as principal regulator, issued a management cease trade order against Chakana Copper Corp., a Company of which Kevin Ma was acting as Chief Financial Officer, on October 1, 2019 in connection with the late filing of the company’s annual financial statements, management’s discussion and analysis and officer’s certifications for the year ended May 31, 2019. The management cease trade order was revoked on November 19, 2019 in connection with the completion of the annual filings.

On June 16, 2020, the British Columbia Securities Commission, as principal regulator, issued a management ceasetrade order (the "MCTO") against Netcoins Holdings Inc. ("Netcoins Holdings") in connection with the late filing of Netcoins Holdings’ annual financial statements, management's discussion and analysis and officer's certification for the year ended December 31, 2019. The MCTO was revoked on July 16, 2020 in connection with the completion of the annual filings. Mr. Kevin Ma was the Chief Financial Officer at the time of the issuance of the MCTO.

On July 11, 2022, the British Columbia Securities Commission, as principal regulator, issued a cease-trade order (the "CTO") against Green Block Mining Corp. ("Green Block”) in connection with the late filing of Green Blocks’ annual financial statements, management's discussion and analysis and officer's certification for the year ended November 30, 2021. Mr. Kevin Ma was a Director at the time of the issuance of the CTO.

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4. APPOINTMENT OF AUDITORS

It is proposed that MNP LLP, Chartered Professional Accountants (“ MNP ”) of 1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9 be appointed as auditor of the Company for the financial year ending December 31, 2024.

At the Meeting, Shareholders will be asked to vote for the appointment of MNP, to serve as auditor of the Company for the Company’s fiscal year ending December 31, 2024 at a remuneration to be fixed by the Board.

Management recommends Shareholders vote for the appointment of MNP as the Company’s auditor for the Company’s fiscal year ending December 31, 2024 and the authorization of the Board to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2024.

5. RE-APPROVAL OF EQUITY INCENTIVE PLAN

The Company’s current equity incentive compensation plan (the “ 2023 Equity Incentive Plan ”) was approved by the Shareholders on July 10, 2023. The 2023 Equity Incentive Plan provides the Company with the ability to grant different types of incentives to the directors, executive officers, employees and consultants, including options, restricted share units (“ RSUs ”) and deferred share units (“ DSUs ”).

Purpose

The purpose of the 2023 Equity Incentive Plan is to, among other things: (i) provide the Company with a sharerelated mechanism to attract, retain and motivate qualified directors, officers, employees, management company employees and consultants of the Company, including its subsidiaries, (ii) reward directors, officers, employees, management company employees, and consultants that have been granted awards under the 2023 Equity Incentive Plan for their contributions toward the long-term goals and success of the Company, and (iii) enable and encourage such directors, officers, employees, management company employees and consultants to acquire Shares as longterm investments and proprietary interests in the Company. Capitalized terms have the same meaning as defined under the 2023 Equity Incentive Plan, attached as Schedule “B” to the information circular dated June 1, 2023.

The 2023 Equity Incentive Plan provides flexibility to the Company to grant equity-based incentive awards in the form of options, RSUs and DSUs, as described in further detail below. The following is a summary of the 2023 Equity Incentive Plan, which is qualified in its entirety by the full text of the 2023 Equity Incentive Plan.

Shares Subject to the 2023 Equity Incentive Plan

The 2023 Equity Incentive Plan is a “rolling” plan in that, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Shares), it provides that the aggregate maximum number of Shares that may be reserved for issuance under the 2023 Equity Incentive Plan, at any time, together with all other security based compensation arrangements, of the Company, shall not exceed ten percent (10%) of the Company’s issued and outstanding Shares as at such time.

Following the adoption of the 2023 Equity Incentive Plan, all future awards are issued pursuant to and governed by the 2023 Equity Incentive Plan and no future awards will be issued pursuant to or governed by the terms of the Legacy Stock Option Plan.

To the extent any awards under the 2023 Equity Incentive Plan or the Legacy Stock Option Plan are exercised or settled, or terminated or cancelled for any reason prior to exercise in full, the Shares subject to such awards (or any portion(s) thereof) shall be added back to the number of Shares reserved for issuance under the 2023 Equity Incentive Plan.

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Insider Participation Limit

The 2023 Equity Incentive Plan provides that the aggregate number of Shares: (a) issuable to Insiders (as defined in the policies of the TSXV) at any time (under all of the Company’s security-based compensation arrangements) cannot exceed ten (10%) percent of the Company’s issued and outstanding Shares, and (b) issued to Insiders within any one-year period (under all of the Company’s security-based compensation arrangements) cannot exceed ten (10%) percent of the Company’s issued and outstanding Shares.

Additionally, for so long as the Shares are listed and posted for trading on the TSXV, (a) not more than two (2%) percent of the Company’s issued and outstanding Shares may be granted to any one consultant in any 12 month period, (b) investor relations service providers may not receive any awards other than options, (c) not more than an aggregate of two (2%) percent of the Company’s issued and outstanding Shares may be granted in aggregate pursuant to options to investor relations service providers in any 12 month period, (d) unless the Company has obtained disinterested Shareholder approval, not more than five (5%) percent of the Company’s issued and outstanding Shares may be issued to any one person in any 12 month period and (e) unless the Company has obtained disinterested Shareholder approval, the Company shall not decrease the exercise price or extend the term of options previously granted to Insiders.

Except for so long as the Shares are listed and posted for trading on the TSXV, any Shares issued by the Company through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of awards granted under this 2023 Equity Incentive Plan.

Administration of the 2023 Equity Incentive Plan

The Plan Administrator (as defined in the 2023 Equity Incentive Plan) is determined by the Board, and is initially the CGNC. The New Equity Incentive may in the future be administered by the Board itself or delegated to a committee of the Board. The Plan Administrator determines which directors, officers, consultants, management company employees, and employees are eligible to receive awards under the 2023 Equity Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Company, the number of Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator interprets the 2023 Equity Incentive Plan and may adopt administrative rules, regulations, procedures and guidelines governing the 2023 Equity Incentive Plan or any awards granted under the 2023 Equity Incentive Plan as it deems appropriate.

Eligibility

All directors, officers, consultants, management company employees and employees are eligible to participate in the 2023 Equity Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the 2023 Equity Incentive Plan will be determined in the discretion of the Plan Administrator.

Types of Awards

Awards of options, RSUs, and DSUs may be made under the 2023 Equity Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the 2023 Equity Incentive Plan, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the 2023 Equity Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Shares issued pursuant to awards.

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Options

An option entitles a holder thereof to purchase a prescribed number of treasury Shares at an exercise price set at the time of the grant. The Plan Administrator will establish the exercise price at the time each option is granted, which exercise price must in all cases be not less than the Discounted Market Price (as defined in the TSXV Policy 1.1 – Interpretation ), for so long as the Shares are listed and posted for trading on the TSXV. Subject to any accelerated termination as set forth in the 2023 Equity Incentive Plan, each option expires on its respective expiry date. The Plan Administrator will have the authority to determine the vesting terms applicable to grants of options, subject to the restrictions in the 2023 Equity Incentive Plan relating to options granted to investor relations service providers. Once an option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the option, unless otherwise specified by the Plan Administrator, or as otherwise set forth in any written employment agreement, consulting agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The Plan Administrator has the right to accelerate the date upon which any option becomes exercisable. The Plan Administrator may provide at the time of granting an option that the exercise of that option is subject to restrictions, in addition to those specified in the 2023 Equity Incentive Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Plan Administrator at the time of granting an option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price. The Plan Administrator may, in its discretion and at any time, determine to grant a participant the alternative, when entitled to exercise an option, to deal with such option on a “cashless exercise” or “net exercise” basis, as follows:

• “ cashless basis ” – a cashless exercise occurs when the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a participant to purchase the Shares underlying the options and then the brokerage firm sells a sufficient number of Shares underlying the options to cover the exercise price of the options in order to repay the loan made to the participant. The brokerage firm receives an equivalent number of Shares underlying the options from the exercise of the options and the participant then receives the balance of the Shares or the cash proceeds from the balance of such Shares underlying the options, subject to any tax withholdings; and

• “ net exercise basis ” – under a net exercise the options, excluding options held by an investor relations service provider, are exercised without the participant making any cash payment so the Company does not receive any cash from the exercise of the subject options, and instead the participant receives only the number of Shares underlying the options equal to the number which results when dividing: (i) the product of the number of options being exercised multiplied by the difference between the Market Price (as defined in the 2023 Equity Incentive Plan) of the underlying Shares and the exercise price of the subject options by (ii) the Market Price of each underlying Share.

Restricted Share Units

An RSU is a right awarded to a participant to receive a payment in the form of Shares or cash or a combination thereof in accordance with the terms of the 2023 Equity Incentive Plan. The Plan Administrator may, from time to time, subject to the provisions of the 2023 Equity Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of services rendered by the applicable participant in a taxation year (the “ RSU Service Year ”).

The number of RSUs (including fractional RSUs) granted at any particular time under the 2023 Equity Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs (including the elected amount, as applicable), as determined by the Plan Administrator, by (b) the greater of (i) the Discounted Market Price of a Share on the date of grant, or and (ii) such amount as determined by the Plan Administrator in its sole discretion.

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the U.S. Tax Code, to the extent applicable.

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If applicable, the Plan Administrator will issue performance goals (expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company) (“ Performance Goals ”), prior to the date of grant of a particular award to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Company’s corporate objectives, subject to any limitations set forth in an award agreement or an employment or other agreement with a participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable award agreement.

Upon settlement, holders will receive: (a) one fully paid and non-assessable Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Shares and cash, in each case as determined by the Plan Administrator. Any such cash payments made by the Company shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the 2023 Equity Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Deferred Share Units

A DSU means a right awarded to a director or executive officer (“ DSU Participant ”) to receive a payment in the form of Shares or cash or a combination thereof in accordance with and subject to the terms of this 2023 Equity Incentive Plan. DSU Participants may elect annually to receive a percentage of their annual base compensation in DSUs. In addition, the Board may award such additional DSUs to a DSU Participant as the Board deems advisable to provide the DSU Participant with appropriate equity-based compensation for the services rendered to the Company.

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of DSUs, provided that, for so long as the Shares are listed and posted for trading on the TSXV, no DSUs may vest before the date that is one year following the date of grant.

The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (i) the amount of any annual base compensation that are to be paid in DSUs (including any elected amount), by (ii) the Market Price of a Share on the date of grant or, for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price of a Share on the date of grant.

Upon settlement, holders will receive: (a) one fully paid and non-assessable Share in respect of each vested DSU, (b) a cash payment, or (c) a combination of Shares and cash, in each case as determined by the Plan Administrator in its sole discretion. Any cash payments made under the 2023 Equity Incentive Plan by the Company to a DSU Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of vested DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

Dividend Equivalents

Unless otherwise determined by the Plan Administrator, awards of RSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs and DSUs, as applicable. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. For clarity, any dividend equivalents granted shall be included in calculating the limits prescribed by the 2023 Equity Incentive Plan. If the Company does not have a sufficient number of available Shares under the 2023 Equity Incentive Plan to grant such dividend equivalents, (i) in the case

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of DSUs held by a Canadian Taxpayer, no dividend equivalents shall be payable, and (ii) in the case of RSUs and all other DSUs, the Company shall make such dividend payment in cash.

Black-out Periods

If the Expiry Date (as defined in the 2023 Equity Incentive Plan) or the settlement date of an award falls within a routine or special trading Blackout Period (as defined in the 2023 Equity Incentive Plan), then, notwithstanding any other provision of the 2023 Equity Incentive Plan, unless the delayed Expiry Date or settlement date would result in negative tax consequences to the holder of the award, the Expiry Date or settlement date, as applicable, shall automatically be extended to the tenth (10[th] ) business day after the Blackout Period is lifted by the Company; and provided that, (i) the Blackout Period must be deemed to have expired upon the general disclosure of the undisclosed Material Information (as defined in the 2023 Equity Incentive Plan), and (ii) the automatic extension of an award will not be permitted where the participant or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.

Term

While the 2023 Equity Incentive Plan does not stipulate a specific term for awards granted thereunder, other than the options, which are subject to a maximum term of 10 years from the date of grant, subject to certain adjustments, as discussed below, Shareholder approval is required to permit an option award to be exercisable beyond 10 years from its date of grant, except where an expiry date would have fallen within a Blackout Period of the Company. All awards must vest and settle in accordance with the provisions of the 2023 Equity Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the 2023 Equity Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant’s applicable employment agreement, consulting agreement, award agreement or other written agreement and subject to applicable employment standards legislation or regulations applicable to the participant’s employment or other engagement with the Company or any of its subsidiaries:

Event

Provisions

Termination for Cause / Resignation / Termination without Cause

• Any unvested awards held that have not been exercised, settled or surrendered as of the Termination Date (as defined in the 2023 Equity Incentive Plan) shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards unless a participant’s agreement with the Company allows for vesting upon termination. • Any vested awards may, subject to the terms of the 2023 Equity Incentive Plan be exercised, settled or surrendered to the Company by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such award, and (b) the date that is 90 days after the Termination Date, provided that, any awards subject to Section 409A awarded to U.S. Taxpayers, shall, if such awards vest, be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”. Any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the shall not be entitled to any damages or other amounts in respect of such cancelled awards. The board of directors of the Company can extend the exercise period beyond 90 days at their discretion such circumstances where a participant’s applicable employment or consulting agreement specifically stipulates a longer than 90 days expiry period for vested award upon termination of participant’s agreement with the Company.

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Disability	• Any award held by the participant that has not vested as of the date of the Disability (as defined in the 2023 Equity Incentive Plan) of such participant shall vest on such date and may, subject to the terms of the 2023 Equity Incentive Plan, be exercised, settled or surrendered to the Company by the participant at any time until the expiration date of such award provided that (1) with respect any performance based awards, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance (as defined in the 2023 Equity Incentive Plan); and (2) any awards subject to section 409A of the Code awarded to U.S. Taxpayers (as defined in the 2023 Equity Incentive Plan) shall be exercised, settled or surrendered within the same calendar year as the as the participant’s “separation from service”. • Any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.
Death	• Any award held by the participant that has not vested as of the date of the death of such participant shall vest on such date and may, subject to the terms of the 2023 Equity Incentive Plan, be exercised, settled or surrendered to the Company by the participant at any time during the period that terminates on the earlier of: (a) the expiration date of such award, and (b) the first anniversary of the date of the death of such participant provided that (1) with respect to any performance based awards, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance; and (2) any awards subject to section 409A of the Code awarded to U.S. Taxpayers (as defined in the 2023 Equity Incentive Plan) shall be exercised, settled or surrendered within the same calendar year as the as the participant’s death. • Any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.
Retirement	• Any award held by the participant that has not vested as of the date of Retirement (as defined in the 2023 Equity Incentive Plan) shall continue to vest in accordance with its terms and, if any such awards vest, shall be exercised, settled or surrendered by the Company to the participant provided that: (a) with respect to any performance based awards held by such participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance, (b) any awards subject to section 409A of Code awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”; and (c) for so long as the Shares are listed and posted for trading on the TSXV, any such award shall expire within a reasonable period, not exceeding twelve (12) months from the Termination Date, following which the participant shall not be entitled to any damages or other amounts in respect of such expired awards. • Notwithstanding the foregoing, if, following his or her Retirement, the participant breaches the terms of any restrictive covenant in the participant’s

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written or other applicable employment or other agreement with the Company or a subsidiary of the Company, any award held by the participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.

The Plan Administrator may, in its discretion, at any time prior to, or following the events listed above, or in an employment agreement, consulting agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and an individual receiving an award under the 2023 Equity Incentive Plan, permit the acceleration or vesting of any or all awards or waive termination of any or all awards, all in the manner and on the terms as may be authorized by the Plan Administrator; provided that, for so long as the Shares are listed and posted for trading on the TSXV: (a) no acceleration of the vesting of options granted to investor relations service providers is permitted without prior TSXV acceptance; and (b) no awards (other than options) may vest before the date that is one year following the date it is granted or issued, other than as may be permitted or not prohibited pursuant to TSXV policies.

Change in Control

Subject to certain rules and restrictions of the TSXV, under the 2023 Equity Incentive Plan, except as may be set forth in an employment agreement, consulting agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and a participant:

• If within 12 months following the completion of a transaction resulting in a Change in Control (as defined in the 2023 Equity Incentive Plan), a participant’s employment, consultancy or directorship is terminated without Cause (as defined in the 2023 Equity Incentive Plan) or the participant resigns with Good Reason (as defined in the 2023 Equity Incentive Plan):

• a portion of any unvested awards shall immediately vest, such portion to be equal to the number of unvested awards held by the participant as of the Termination Date multiplied by a fraction, the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested awards were originally scheduled to vest, which vested awards may be exercised, settled or surrendered to the Company by such participant at any time during the period that terminates on the earlier of: (A) the expiration date of such award; and (B) the date that is 90 days after the Termination Date, unless a participant’s applicable employment or consulting agreement specifically stipulates a longer than 90 days expiry period for vested award upon change of control and resulting termination of participant’s agreement with the Company, provided that (1) with respect to any performance based awards, the attainment of Performance Goals shall be assessed on the basis of actual achievement up to the Termination Date, if the applicable performance period has been completed and the Company can determine if the Performance Goals have been attained, failing which the Company will assume Target Performance, and (2) any awards subject to section 409A of the Code awarded to U.S. Taxpayers, shall, if such awards vest, be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”, with any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards; and

• any vested awards may, subject to the terms of the 2023 Equity Incentive Plan, be exercised, settled or surrendered to the Company by the participant at any time during the period that terminates on the earlier of: (A) the expiration date of such award; and (B) the date that is 90 days after the Termination Date, unless a participant’s applicable employment or consulting agreement specifically stipulates a longer than 90 days expiry period for vested award upon change of

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control and resulting termination of participant’s agreement with the Company, provided that any awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the participant’s “separation from service”, with any award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the participant shall not be entitled to any damages or other amounts in respect of such cancelled awards.

• Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on the TSXV or any other exchange, the Company may terminate all of the awards, other than an option held by a Canadian Taxpayer (as defined in the 2023 Equity Incentive Plan) for the purposes of the Income Tax Act (Canada), granted under the 2023 Equity Incentive Plan at the time of, and subject to the completion of, the Change in Control transaction by paying to each holder an amount equal to the fair market value of his or her respective award (as determined by the Plan Administrator, acting reasonably) at or within a reasonable period of time following completion of such Change in Control transaction.

Non-Transferability of Awards

Except as permitted by the Plan Administrator, and to the extent that certain rights may pass to a beneficiary or legal representative upon the death of a participant by will or as required by law, no assignment or transfer of awards granted under the 2023 Equity Incentive Plan, whether voluntary, involuntary, by operation of law or otherwise, is permitted.

Amendments to the 2023 Equity Incentive Plan

The approval of the Board and the requisite approval from the TSXV and the Shareholders shall be required to effect any of the following amendments to the 2023 Equity Incentive Plan:

• (i) any increase to the fixed maximum percentage of Shares issuable under the 2023 Equity Incentive Plan;

• (ii) a reduction in the exercise price or purchase price of an option (other than for standard anti-dilution purposes) held by or benefiting an Insider;

• (iii) an increase in the maximum number of Shares that may be issued to Insiders within any one-year period or that are issuable to Insiders at any time;

• (iv) any change to the definition of “participants” which would have the potential of broadening or increasing Insider participation;

• (v) a change to the expiry or termination provisions of an award or the 2023 Equity Incentive Plan, except as contemplated in the 2023 Equity Incentive Plan; and

• (vi) any other amendments that may lead to significant or unreasonable dilution in the Company’s outstanding securities or may provide additional benefits to participants, especially Insiders, at the expense of the Company and its existing Shareholders.

The Plan Administrator may, without Shareholder approval but subject to receipt of requisite approval as required by the TSXV, in its sole discretion make all other amendments to the 2023 Equity Incentive Plan that are not of the type contemplated above including, without limitation:

• (i) amendments of a housekeeping nature; and

• (ii) a change to the vesting provisions of an award or the 2023 Equity Incentive Plan, except

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for the vesting provisions for options granted to Investor Relations Service Providers.

Anti-Hedging Policy

Participants are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

Legacy Stock Option Plan

The Company currently has existing participants under the Legacy Stock Option Plan. The 2023 Equity Incentive Plan replaces the Legacy Stock Option Plan. The Board is responsible for administering the Legacy Stock Option Plan (which responsibilities may be delegated to a person or committee as authorized by the Board) and has the authority to interpret the Legacy Stock Option Plan and establish rules and regulations applying to it and to make all other determinations it deems necessary or useful for the proper administration of the Legacy Stock Option Plan. The following discussion is qualified in its entirety by the full text of the Legacy Stock Option Plan.

The Legacy Stock Option Plan allows for the grant of options to the Company’s directors, officers, employees and consultants.

Pursuant to the Legacy Stock Option Plan, the aggregate number of Shares that may be issued pursuant to the exercise of options granted thereunder cannot represent more than 10% of the Company’s issued and outstanding Shares at the time of the grant. As of the date of the Information Circular, there are 4,350,000 options outstanding under the Legacy Stock Option Plan. Options granted under the Legacy Stock Option Plan may not be assigned or transferred by a participant.

The Legacy Stock Option Plan provides that certain events, including termination for cause, termination without cause, disability or death or violation of certain covenants may trigger forfeiture of the option.

At the Meeting, Shareholders will be asked to vote on the following ordinary resolution:

“ BE IT RESOLVED THAT , the re-approval and confirmation of the 2023 Equity Incentive Plan, as described in in Schedule “B” to the Information Circular dated June 1, 2023, is hereby authorized, ratified, confirmed and approved; and any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and fulfill the intent of the foregoing resolution.”

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies FOR the ordinary resolution approving the ordinary resolution to approve the 2023 Equity Incentive Plan.

Management of the Company recommends that Shareholders vote in favour of the 2023 Equity Incentive Plan.

6. OTHER BUSINESS

While there is no other business other than that mentioned in the Notice of Meeting to be presented for action by the Shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or postponement thereof, in accordance with the discretion of the persons authorized to act thereunder.

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STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year, and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;

“ plan ” includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years of the Company, other than stock options and other compensation securities:

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)

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Name and **Position **	**Year **	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Vikas Ranjan(2) CEO and Director	2023 2022	180,000 135,000	N/A N/A	Nil N/A	Nil N/A	Nil N/A	180,000 135,000
Michael Williams(3) Director	2023 2022	142,019 90,000	N/A N/A	Nil N/A	Nil N/A	Nil N/A	142,019 90,000
John Larson(4) Director	2023 2022	N/A N/A	N/A N/A	N/A N/A	Nil N/A	Nil N/A	N/A N/A
Cale Thomas Director	2023 2022	N/A N/A	N/A N/A	N/A N/A	Nil N/A	Nil N/A	N/A N/A
Paul Furst Director	2023 2022	N/A N/A	N/A N/A	N/A N/A	Nil N/A	Nil N/A	N/A N/A
Roger He(5) CFO	2023 2022	54,500 54,500	N/A N/A	N/A N/A	Nil N/A	Nil N/A	54,500 54,500

(1) “Perquisites” include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

(2) Vikas Ranjan received the aforementioned compensation in his capacity as Chief Executive Officer and director of Vortex Metals Inc. upon closing of the RTO on April 27, 2022. Mr. Ranjan did not receive any additional compensation (other than options as described below) for serving as President, CEO/Director in the most recently completed financial year

(3) Michael Williams received the aforementioned compensation in his capacity as President/Director of Vortex Metals Inc. upon closing of the RTO on April 27, 2022. Mr. Williams did not receive any additional compensation (other than options as described below) for serving as President, President/Director in the most recently completed financial year

(4) John Larson was appointed as a director of the Company on April 27, 2022.

(5) Roger He received C$36,000 in his capacity as the former Chief Executive Officer of the Company (formerly known as Victory Capital Inc.) in 2021. Mr. He resigned as Chief Executive Officer of the Company upon closing of the RTO on April 27, 2022, but continues to serve as a Chief Financial Officer of the Company. He did not receive any additional compensation (other than options and other compensation securities as described below) for serving as a Chief Financial Officer of the Company in the most recently completed financial year. On January 31, 2023, Mr. He forgives 22,000 unpaid consulting fee as the former Chief Executive Officer of the Company. That deducts from 2022 compensation. Mr. He resigned as CFO of the Company on May 21, 2024.

(6) Except Vikas Ranjan paid in salary, all other director and named executive officer paid in consulting fee.

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Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the year ended December 31, 2023 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant	Closing Price of Security or Underlying Security at Year End	Expiry Date
Vikas Ranjan(2) _CEO and Director _	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Michael Williams(3) Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
John Larson(4) Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Cale Thomas(5) Director	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A
Roger He(6) CFO	Stock Options	Nil	N/A	N/A	N/A	N/A	N/A

(1) Calculated on a partially diluted basis, based on the 60,080,057 Shares outstanding as of the date of grant.

(2) As at December 31, 2023, Mr. Ranjan held 1,000,000 stock options which stock options are exercisable at $0.20 per Share until expiry on July 28, 2032.

(3) As at December 31, 2023, Mr. Williams held 800,000 stock options which stock options are exercisable at $0.20 per Share until expiry on July 28, 2032.

(4) As at December 31, 2023, Mr. Larson held: (i) 300,000 stock options which stock options are exercisable at $0.20 per Share until expiry on July 28, 2032, and (ii) 250,000 stock options which stock options are exercisable at $0.10 per Share until expiry on January 17, 2034.

(5) As at December 31, 2023, Mr. Thomas held nil stock options.

(6) As at December 31, 2023, Mr. He held 300,000 stock options which stock options are exercisable at $0.20 per Share until expiry on July 28, 2032.

Exercise of Stock Options

No compensation securities were exercised by a director or NEO during the Company’s most recently completed financial year ended December 31, 2023.

Stock Option Plans and Other Incentive Plans

2023 Equity Incentive Plan

The Company’s current 2023 Equity Incentive Plan was approved by the Shareholders on July 10, 2023. The 2023 Equity Incentive Plan provides the Company with the ability to grant different types of incentives to the directors, executive officers, employees and consultants, including options, RSUs and DSUs.

• 20 -

Purpose

The purpose of the 2023 Equity Incentive Plan is to, among other things: (i) provide the Company with a sharerelated mechanism to attract, retain and motivate qualified directors, officers, employees, management company employees and consultants of the Company, including its subsidiaries, (ii) reward directors, officers, employees, management company employees, and consultants that have been granted awards under the 2023 Equity Incentive Plan for their contributions toward the long-term goals and success of the Company, and (iii) enable and encourage such directors, officers, employees, management company employees and consultants to acquire Shares as longterm investments and proprietary interests in the Company. Capitalized terms have the same meaning as defined under the 2023 Equity Incentive Plan, attached as Schedule “B” to the information circular dated June 1, 2023.

Shares Subject to the 2023 Equity Incentive Plan

The 2023 Equity Incentive Plan is a “rolling” plan in that, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Shares), it provides that the aggregate maximum number of Shares that may be reserved for issuance under the 2023 Equity Incentive Plan, at any time, together with all other security based compensation arrangements, of the Company, shall not exceed ten percent (10%) of the Company’s issued and outstanding Shares as at such time.

Following the adoption of the 2023 Equity Incentive Plan, all future awards are issued pursuant to and governed by the 2023 Equity Incentive Plan and no future awards will be issued pursuant to or governed by the terms of the Legacy Stock Option Plan.

To the extent any awards under the 2023 Equity Incentive Plan or the Legacy Stock Option Plan are exercised or settled, or terminated or cancelled for any reason prior to exercise in full, the Shares subject to such awards (or any portion(s) thereof) shall be added back to the number of Shares reserved for issuance under the 2023 Equity Incentive Plan.

As of the date of the Information Circular, there are 1,000,000 RSUs outstanding, nil DSUs outstanding and 6,725,000 options outstanding under the 2023 Equity Incentive Plan.

Legacy Stock Option Plan

On June 29, 2021, the Shareholders adopted the Legacy Stock Option Plan which provides that the Board may from time to time, in its discretion, and in accordance with TSXV requirements, grant to directors, officers, employees and consultants, the options to purchase Shares, provided that the number of Shares issuable under the Legacy Stock Option Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, may not, exceed 10% of the total number of issued and outstanding Shares at the time of the grant to an Eligible Person (as defined in the Legacy Stock Option Plan).

The Legacy Stock Option Plan was established to provide incentives to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Legacy Stock Option Plan is administered by the Board and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

The material terms of the Legacy Stock Option Plan are as follows:

• (a) options may be granted to any eligible person under the Legacy Stock Option Plan (each an “ Eligible Person ”), being a bona fide: director, officer, employee, management company employee, or consultant of the Company;

• (b) the Company shall not grant options to any one person in any 12 month period which could, when exercised, result in the issuance of Shares exceeding 5% of the issued and outstanding Shares;

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• (c) the Company shall not grant options to any one consultant in any 12 month period which could, when exercised, result in the issuance of Shares exceeding 2% of the issued and outstanding Shares;

• (d) the Company shall not grant options to any person providing Investor Relations Activities (as defined in the TSXV’s Corporate Finance Manual), promotional, or market-making services;

• (e) the Company shall not grant options in any 12 month period, to persons employed or engaged by the Company to perform investor relations activities which could, when exercised, result in the issuance of Shares exceeding, in the aggregate, 2% of the issued and outstanding Shares;

• (f) the exercise price of an option shall be set by the Board at the time such option is allocated under the Legacy Stock Option Plan and shall not be the lesser of: (i) $0.10; and (ii) the Discounted Market Price (as defined in the TSXV’s Corporate Finance Manual);

• (g) an option granted under the Legacy Stock Option Plan can be exercisable up to a maximum of ten years from the respective option’s effective date;

• (h) if any option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of which the option expired or terminated shall again be available for the purposes of the Legacy Stock Option Plan; and

• (i) an option granted to an Eligible Person will expire on the day which is 12 months after the date the respective Eligible Person ceases to be employed by or provide services to the Company.

External Management Companies

The Company has not engaged the services of an external management company to provide executive management services to the Company, directly or indirectly.

Employment, Consulting and Management Agreements

Other than as set forth below, the Company is not party to any formal, written employment, consulting or management agreements with any NEO or director.

Vikas Ranjan serves as Director and Chief Executive Officer of Vortex Metals Inc. Mr. Ranjan entered into an employment agreement with the Company on April 27, 2022. Pursuant to the contract, Mr. Ranjan receives an annual base salary of C$180,000. The Company may terminate the employment agreement for cause without notice. It may also terminate the agreement without cause with a twelve (12) month notice or twelve months pay in lieu of notice. Mr. Ranjan may terminate the agreement with a three (3) month notice to the Company.

Michael Williams serves as Director and Chairman of the Company. Mr. Williams, through his holding company Octavian Capital Corp., entered into a consulting agreement with the Company on April 27, 2022. The agreement has a term of three years commencing on April 27, 2022 and ending April 27, 2025. Pursuant to the agreement, the Company agrees to pay Mr. William a fixed monthly fee of $10,000, The Company may terminate the agreement for cause without notice. It may also terminate the agreement without cause with a twelve (12) month notice or twelve months fee in lieu of notice. Mr. Williams may terminate the agreement with a three (3) month notice to the Company.

Roger He serves as Chief Financial Officer of the Company. Mr. He, through his holding company Pan-Pacific Supreme Enterprise Ltd., entered into a consulting agreement with the Company on April 27, 2022. The agreement has a term of two years commencing on April 27, 2022 and ending April 27, 2024. Pursuant to the agreement, the Company agrees to pay Mr. He a fixed monthly fee of $7,000. The fee was subsequently increased to a fixed monthly fee of $7,500 per month in April 2023. The Company may terminate the agreement for cause without notice. It may also terminate the agreement without cause with a three (3) month notice or three months fee in lieu

• 22 -

of notice. Mr. He may terminate the agreement with a three (3) month notice to the Company. Mr. He resigned as CFO on May 17, 2024.

Kevin Ma, servs as Chief Financial Officer of the Company, on May 17, 2024. Mr. Ma, through his services company, Calibre Capital Partners Corp., (“Calibre”) entered into a consulting agreement with the Company on May 1, 2024. Pursuant to the agreement, the Company agrees to pay Calibre a fixed monthly fee of $6,500. The Company may terminate the agreement for cause without notice. It may also terminate the agreement without cause with a sixty (60) day notice or paying three months fee in lieu of notice. Mr. Ma may terminate the agreement with a sixty (60) day notice to the Company

Oversight and Description of Director and NEO Compensation

The Company’s compensation program is intended to attract, motivate, reward and retain the management talent needed to achieve the Company’s business objectives of improving overall corporate performance and creating long-term value for the Company’s Shareholders. The compensation program is intended to reward executive officers on the basis of individual performance and achievement of corporate objectives, including the advancement of the exploration and development goals of the Company. The Company’s current compensation program is comprised of base salary or fees, short term incentives such as discretionary bonuses and long term incentives such as stock options.

The Board has not created or appointed a compensation committee given the Company’s current size and stage of development. All tasks related to developing and monitoring the Company’s approach to the compensation of the Company’s NEOs and directors are performed by the members of the Board. The compensation of the NEOs, directors and the Company’s employees or consultants, if any, is reviewed, recommended and approved by the Board without reference to any specific formula or criteria. NEOs that are also directors of the Company are involved in discussion relating to compensation, and disclose their interest in and abstain from voting on compensation decisions relating to them, as applicable, in accordance with the applicable corporate legislation.

Pension Plan Benefits

The Company does not have any pension, defined benefit, defined contribution or deferred compensation plans in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Legacy Stock Option Plan as of December 31, 2023:

Plan Category	Column (a) Number of shares to be issued upon exercise of outstanding options (1)	Column (b) Weighted-average exercise price of outstanding options	Column (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by Shareholders	4,350,000(2)	$0.20	1,658,006(2)
	Performance-based Awards: Nil	Performance-based Awards: N/A	Performance-based Awards: N/A
Equity compensation plans not approved by Shareholders	N/A	N/A	N/A
Total	4,350,000 (2)	$0.20	1,658,006(2)

• 23 -

Plan Category	Column (a) Number of shares to be issued upon exercise of outstanding options (1)	Column (b) Weighted-average exercise price of outstanding options	Column (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	Performance-based Awards: Nil	Performance-based Awards: N/A	Performance-based Awards: N/A

• (1) The Company does not have any warrants or rights outstanding under any equity compensation plans.

(2) For more information, please see “ Statement of Executive Compensation - Stock Option Plans and Other Incentive Plans ”. As of December 31, 2023, the Company has 4,350,000 options issued and outstanding. Of the 1,658,006 awards and remained available for issuance under the plan as December 31 2023, 1,658,006 remained available for issuance of options under the Legacy Stock Option Plan.

AUDIT COMMITTEE DISCLOSURE

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

The Audit Committee Charter

The full text of the Company’s audit committee charter (the “ Audit Committee Charter ”) is attached as Schedule “A” to this Information Circular.

Composition of the Audit Committee

The Company’s Audit Committee is comprised of three directors consisting of Vikas Ranjan, Michael Williams and John Larson. As defined in NI 52-110, Mr. Ranjan, the Company’s CEO is not “independent”, as Mr. Ranjan is an executive officer of the Company, and Mr. Williams and Mr. Larson are independent. All of the Audit Committee members are “financially literate”, as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right, at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

The following sets out the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member and that provides each member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions, (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting:

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Mr. Ranjan

Mr. Ranjan is a management professional with an MBA in Finance from McGill University, Montreal, Canada. His background includes over 25 years experience in diverse areas of finance, capital markets, entrepreneurship and investing. He is a co-founder of Gravitas Group of companies and his experience encompasses working in senior executive roles, both in Canada and India. Mr. Ranjan has been involved in launching several public and private enterprises in the areas of capital markets and growth investing. He currently serves on the boards of several public and private companies.

Mr. Williams

Mr. Williams is an audit committee member of several public companies. As an officer and director of various public companies, Mr. Williams has become familiar with public company financial statements and the accounting principles used in reading and preparing financial statements

Mr. Larson

Mr. Larson is an executive with 45 years international experience in exploration, mining and resource/reserve/mine development. John has worked with government geological surveys, junior mining companies and major international minerals companies, including 16 years (1990-2005) with BHP in various international locations, holding positions as Manager, North America Copper Exploration, Leader, Global Porphyry Copper Exploration, and Manager, Latin America Exploration. From 2006 through 2008 he was General Manager, Exploration, Zinifex Ltd., Australia, where he built a broad portfolio of base and precious metals projects in 8 countries. From 2008 to 2010 he was Corporate Manager, Exploration for Hochschild Mining PLC of Peru developing a new program of international exploration throughout the Americas from Canada to Patagonia, and during which time he realized a significant change in focus from mid-sized silver vein deposits in Peru and Argentina to large-tonnage gold +/silver deposits throughout the Americas. From 2011 to 2012 John was CEO, President and Director of Axiom Gold and Silver, a junior explorer trading on the OTC: BB, and focusing on precious metals in Latin America. John is presently consulting for international clients through his company, Lucero Exploration, based in Tucson, Arizona. In addition, he is a director on the board of four junior explorers.

John has demonstrated skills in recognizing opportunities and creating the commercial means by which to develop and expand those opportunities. He also maintains a strong technical background in application of geosciences to mineral deposits. John holds advanced degrees in geology and chemistry from the University of Western Ontario (M.Sc.) and the Colorado School of Mines (Ph.D.). Career exploration team successes include the La Choya and La Trinidad gold deposits in Mexico, HD Summit, Big Ledge, Snoose Ck. and Loomis Ck. barite deposits in Nevada, USA, the Santo Domingo copper-iron-gold deposit in Chile, and successful in-mine and brownfields exploration programs at Bounty gold deposit, Western Australia, Rosebery Mine, Tasmania, Century Mine, Queensland, Escondida Mine, Chile, and Isla Riesco coal project, Chile.

Throughout his career, John has maintained ties with academic and research institutions, and has also authored and co-authored several publications in scientific journals. In addition to initiating studies and supervising students at the BSc, MSc and PhD level, he was responsible for bringing BHP into the University of Arizona Mexico Consortium as a founding member. He has initiated and/or supervised university-industry studies at the University of Arizona, the University of Sonora, the University of Chile, the University of Guerrero and the University of Tasmania. When living in Melbourne, he served on the Advisory Board at the Centre of Excellence in Ore Deposits (CODES) at the University of Tasmania, Hobart. John served as a Trustee of the Society of Economic Geologists Foundation from 2014 to 2018, and was President of the Foundation in 2018. He has served on the Dean’s Advisory Council, Resource Geoscience Western University since 2016, and continues as one of the principal fund-raisers for the recently inaugurated Richard W. Hutchinson Geoscience Collaborative Suite at Western University, London, Ontario.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

• 25 -

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis NonAudit Services) which provide an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), 6.1.1(5) ( Events Outside Control of Member ) and 6.1.1(6) ( Death, Incapacity or Resignation ) provide exemptions from the requirement that a majority of the members of the Company’s Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

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

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Company’s external auditor for the period from April 27, 2023 to December 31, 2023 by category, are as follows:

Year Ended	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2023	$46,750	N/A	N/A	N/A
2022	$57,391.74	N/A	1,200	N/A

Notes:

“ Audit Fees ” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements and includes the fees of the Company’s auditors. Audit fees also include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

“ Audit-Related Fees ” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

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

“ All Other Fees ” include all other non-audit service.

Exemption

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

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former director, executive officer, proposed nominee for election to the Board, or associate of such persons is, or at any time since the beginning of the Company’s most recently completed financial year has been, indebted to the Company or any of its subsidiaries.

No indebtedness of current or former director, executive officer, proposed nominee for election to the Board, or associate of such person is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than ten percent of the voting rights attached to the Shares outstanding (each, an “ Insider ”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company, which were, to any substantial degree, performed by a person other than the directors or executive officers of the Company, except as otherwise described in this Information Circular.

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices , the Company is required to disclose its corporate governance practices as follows:

Board of Directors

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

Michael Williams and John Larson are “independent” in that they are independent and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with the best interests of the Company, other than the interests and relationships arising from being Shareholders. Vikas Ranjan is the CEO of the Company.

Directorships

Certain directors of the Company are currently also directors of other reporting issuers, as described in the table below:

• 27 -

Name	Name of Reporting Issuer	Trading Market
Vikas Ranjan	. Comprehensive Healthcare Systems Inc. Must Capital Inc. The Mint Corporation New Frontier Ventures Inc Alset Capital Inc.	TSXV NEX TSXV CNSX NEX
Michael Williams	Full Metal Minerals Ltd. Aftermath Silver Ltd. Gold Hunter Resources Inc. Freemont Gold Ltd. Silver X Mining Corp.	TSXV TSXV TSXV TSXV TSXV
John Larson	Nevada Exploration Inc.	TSXV
CaleThomas	-	-
Paul Furst	-	-

Orientation and Continuing Education

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

Ethical Business Conduct

The Board has not adopted a written ethical business code of conduct for directors, officers and employees. However, the Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of Shareholders. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company’s mission and strategic objectives, and a willingness to serve.

The Board does not have a nominating committee. The full Board will be involved in nomination of new candidates for Board positions. Board members will be asked for recommendations of people that they know of or have heard of that would contribute to the success of the Company if added to the Board.

Compensation

• 28 -

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

Other Board Committees

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

Assessments

The Board regularly monitors the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees.

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company’s last financial year, no proposed nominee for election as a director of the Company, nor any associate or affiliates of any such directors, officers or nominees, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

APPROVAL OF THE BOARD OF DIRECTORS

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

Dated at Toronto, Ontario this 15[th] day of July, 2024.

ON BEHALF OF THE BOARD OF DIRECTORS OF

VORTEX METALS INC.

“Vikas Ranjan” Vikas Ranjan Chief Executive Officer

• 29 -

Schedule “A”

Audit Committee Charter

VORTEX METALS INC.

AUDIT COMMJTTEE CHARTER

Purpose

The overall purpose ofthe Audit Committee (the "Committee") ofVictory Capital Corp. (the "Corporation") is to ensure that the Corporation's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Corporation, and to review the Corporation's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that throu[g] h the involvement ofthe Committee, the external audit will be conducted independently of the Corporation's Management to ensure that the independent auditors serve the interests ofShareholders rather than the interests ofManagement ofthe Corporation. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance ofthe Corporation's independent auditors.

Composition, Procedures and Organization

1. The Committee shall consist ofat least three members ofthe Board ofDirectors (the "Board").

2. At least two (2) members of the Committee shall be independent and the Committee shall endeavour to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would he free from a relationship which would interfere with the exercise of the Committee members' independent judgment. At least one ( 1) member ofthe Committee shall have accounting or related financial management expertise. All members ofthe Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Corporation. For the purposes ofthis Charter, an individual is financially literate ifhe or she has the ability to read and understad a set offinancial statements that present a breadth and level ofcomplexity ofaccou n ting issues that are generally comparable to the breadth and complexity ofthe issues that can reasonably be expected to be raised by the Corporation's financial statements.

3. The Board at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members ofthe Committee for the ensuing l[year.][The][Board][may ] at any time remove or replace any member of the Committee and may fil any vacancy in the Committee.

4. Unless the Board shall have appointed a chair ofthe Committee, the members ofthe Committee shall elect a chair and a secretary from among their number.

5. The quorum for meetings shall be a majority ofthe members ofthe Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

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Schedule “B”

VORTEX METALS INC. OMNIBUS EQUITY INCENTIVE PLAN June 1, 2023

i

TABLE OF CONTENTS

Page

ARTICLE	1	PURPOSE ................................................................................................................ 1
1.1		Purpose .................................................................................................................... 1
ARTICLE	2	INTERPRETATION .............................................................................................. 1
2.1		Definitions............................................................................................................... 1
2.2		Interpretation ........................................................................................................... 9
ARTICLE	3	ADMINISTRATION ............................................................................................ 10
3.1		Administration ...................................................................................................... 10
3.2		Delegation to Committee ...................................................................................... 11
3.3		Determinations Binding ........................................................................................ 11
3.4		Eligibility .............................................................................................................. 11
3.5		Plan Administrator Requirements ......................................................................... 11
3.6		No Representations or Warranties ........................................................................ 12
3.7		Total Shares Subject to Awards ............................................................................ 12
3.8		Limits on Grants of Awards .................................................................................. 12
3.9		Hold Period ........................................................................................................... 13
3.10		Awards Granted to Corporations .......................................................................... 13
3.11		Award Agreements ............................................................................................... 14
3.12		Non-Transferability of Awards ............................................................................. 14
ARTICLE	4	OPTIONS .............................................................................................................. 14
4.1		Granting of Options .............................................................................................. 14
4.2		Exercise Price........................................................................................................ 14
4.3		Term of Options .................................................................................................... 14
4.4		Vesting .................................................................................................................. 15
4.5		Exercisability ........................................................................................................ 15
4.6		Payment of Exercise Price .................................................................................... 16
ARTICLE	5	RESTRICTED SHARE UNITS .......................................................................... 16
5.1		Granting of RSUs .................................................................................................. 16

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5.2	RSU Account ........................................................................................................ 17
5.3	Vesting of RSUs ................................................................................................... 17
5.4	Settlement of RSUs ............................................................................................... 17
ARTICLE	6 DEFERRED SHARE UNITS .............................................................................. 18
6.1	Granting of DSUs ................................................................................................. 18
6.2	DSU Account ........................................................................................................ 19
6.3	Vesting of DSUs ................................................................................................... 19
6.4	Settlement of DSUs............................................................................................... 19
6.5	No Additional Amount or Benefit ........................................................................ 20
ARTICLE	7 ADDITIONAL AWARD TERMS ...................................................................... 20
7.1	Dividend Equivalents ............................................................................................ 20
7.2	Blackout Period ..................................................................................................... 20
7.3	Withholding Taxes ................................................................................................ 20
7.4	Recoupment .......................................................................................................... 21
ARTICLE	8 TERMINATION OF EMPLOYMENT OR SERVICES .................................. 21
8.1	Termination of Officer, Employee, Consultant or Director .................................. 21
8.2	Discretion to Permit Acceleration ......................................................................... 23
ARTICLE	9 EVENTS AFFECTING THE CORPORATION ............................................... 23
9.1	General .................................................................................................................. 23
9.2	Change in Control ................................................................................................. 23
9.3	Reorganization of Corporation’s Capital .............................................................. 25
9.4	Other Events Affecting the Corporation ............................................................... 25
9.5	Immediate Acceleration of Awards ...................................................................... 25
9.6	Issue by Corporation of Additional Shares ........................................................... 26
9.7	Fractions ................................................................................................................ 26
ARTICLE	10 U.S. TAXPAYERS .............................................................................................. 26
10.1	Provisions for U.S. Taxpayers .............................................................................. 26
10.2	ISOs....................................................................................................................... 26
10.3	ISO Grants to 10% Shareholders .......................................................................... 26
10.4	$100,000 Per Year Limitation for ISOs ................................................................ 27

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10.5 Disqualifying Dispositions.................................................................................... 27
10.6 Section 409A of the Code ..................................................................................... 27
10.7 Section 83(b) Election........................................................................................... 28
10.8 Application of Article 10 to U.S. Taxpayers ........................................................ 28
ARTICLE 11 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ....... 28
11.1 Amendment, Suspension, or Termination of the Plan .......................................... 28
ARTICLE 12 MISCELLANEOUS ........................................................................................... 29
12.1 Approvals .............................................................................................................. 29
12.2 Legal Requirement ................................................................................................ 29
12.3 No Other Benefit ................................................................................................... 29
12.4 Rights of Participant ............................................................................................. 29
12.5 Corporate Action ................................................................................................... 29
12.6 Conflict ................................................................................................................. 30
12.7 Anti-Hedging Policy ............................................................................................. 30
12.8 Participant Information ......................................................................................... 30
12.9 Participation in the Plan ........................................................................................ 30
12.10 International Participants ...................................................................................... 30
12.11 Successors and Assigns......................................................................................... 30
12.12 General Restrictions or Assignment ..................................................................... 30
12.13 Severability ........................................................................................................... 31
12.14 Rights to Compensation or Damages .................................................................... 31
12.15 Notices .................................................................................................................. 31
12.16 Effective Date ....................................................................................................... 31
12.17 Governing Law ..................................................................................................... 31
12.18 Submission to Jurisdiction .................................................................................... 32

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VORTEX METALS INC.

PURPOSE

Purpose

The purpose of this Plan is to provide Vortex Metals Inc. (the “ Corporation ”) with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employee, Management Company Employees and Consultants of the Corporation and its subsidiaries, to reward such of those Directors, Officers, Employees, Management Company Employees and Consultants as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees, Management Company Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

INTERPRETATION

Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“ Affiliate ” means a company that is a parent or subsidiary of the Corporation, or that is controlled by the same entity as the Corporation;

“ Annual Base Compensation ” means an annual compensation amount payable to Directors and executive Officers of the Corporation or any of its subsidiaries, as established from time to time by the Board;

“ Associate ” has the meaning set forth in the Securities Act (Ontario);

“ Award ” means any Option, RSU or DSU granted to a Participant pursuant to the terms of this Plan;

“ Award Agreement ” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been granted under this Plan (including written or other applicable employment agreements) and which need not be identical to any other such agreements;

“ Blackout Period ” means a period during which the Corporation restricts trades in the securities of the Corporation (including exercising, redeeming or settling of an Award) by the Participants for any reason from time to time, including pursuant to the Corporation’s insider trading policy;

“ Board ” means the board of directors of the Corporation as it may be constituted from time to time;

“ Business Day ” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto are open for commercial business during normal banking hours;

“ Canadian Taxpayer ” means a Participant that is resident of Canada for purposes of the Tax Act or who exercises his or her duties of employment primarily in Canada;

LEGAL_41457929.2.doc

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• “ Cause ” means, with respect to a particular Participant:

• “cause” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

• in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation or “cause” (or any similar term) is not defined in such agreement, “cause” as such term is defined in the Award Agreement; or

• in the event neither 0 nor 0 apply, then “cause” shall refer to circumstances or reasons, as determined solely by the Corporation, whereby the Corporation or any subsidiary thereof may terminate the Participant’s contract without notice or without pay in lieu thereof or other termination fee or damages and shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation’s codes of conduct;

“ CGNC Committee ” means the corporate governance, nominating and compensation committee of the Board and any replacement or successor committee of the Board that is responsible for governance, compensation and nomination matters, or the Board if there is no such committee;

“ Change in Control ” means the occurrence of any one or more of the following events:

• any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or a subsidiary of the Corporation) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (Ontario)) of, or acquires the right to exercise Control or direction over, securities of the Corporation representing more than 50% of the total voting power represented by the then issued and outstanding voting securities of the Corporation, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

• the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a subsidiary of the Corporation;

• the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one or more Persons which were Affiliates of the Corporation prior to such event;

• the occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Corporation); or

• individuals who comprise the Board as of the meeting of the shareholders at which this Plan was first considered and approved by the shareholders of the Corporation (the “ Incumbent Board ”) for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board,

provided that, notwithstanding clauses 0, 0, 0 and 0 above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clauses 0, 0, 0 or 0 above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such

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transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause 0 above) (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies the criteria specified in clauses (A) and (B) above being referred to as a “ Non-Qualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Corporation” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which is triggered by or would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code;

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder;

“ Committee ” has the meaning set forth in Section 0;

“ Consultant ” has the meaning set forth in Policy 4.4;

“ Control ” means the relationship whereby a Person is considered to be “controlled” by a Person if:

when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust, and

the words “ Controlled by ”, “ Controlling ” and similar words have corresponding meanings; provided that a Person who controls a corporation, partnership, limited partnership or joint venture will be deemed to Control a corporation, partnership, limited partnership, trust or joint venture which is Controlled by such Person and so on;

“ Corporation ” means Vortex Metals Inc., a corporation duly incorporated under the laws of the Province of Ontario, and includes any successor or assignee entity or entities into which the Corporation may be merged, changed, or consolidated; any entity for whose securities the securities of the Corporation shall be exchanged; and any assignee of or successor to substantially all of the assets of the Corporation;

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“ Date of Grant ” means, for any Award, the date specified by the Plan Administrator at the time it grants the Award or if no such date is specified, the date upon which the Award was granted;

“ Deferred Share Unit ” or “ DSU ” means a right awarded to a Director or executive Officer to receive a payment in the form of Shares or cash or a combination thereof in accordance with 0 and subject to the terms of this Plan;

“ Director ” means a director of the Corporation or a subsidiary of the Corporation who is not an Employee;

“ Disabled ” or “ Disability ” means, with respect to a particular Participant:

“disabled” or “disability” (or any similar terms) as such terms are defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

• in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “disabled” or “disability” (or any similar terms) are not defined in such agreement, “disabled” or “disability” as such term are defined in the Award Agreement; or

• in the event neither 0 or 0 apply, then the incapacity or inability of the Participant, by reason of mental or physical incapacity, disability, illness or disease (as determined by a legally qualified medical practitioner or by a court) that prevents the Participant from carrying out his or her normal and essential duties as an Employee, Officer, Director, Management Company Employee or Consultant for a continuous period of six months or for any cumulative period of 180 days in any consecutive twelve month period and is expected to continue, the foregoing subject to and as determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

“ Discounted Market Price ” has the meaning set forth in Policy 1.1;

“ DSU Participants ” has the meaning set forth in Section 0;

“ Effective Date ” means the effective date of this Plan, being June 1, 2023;

“ Election Notice ” has the meaning set forth in Section 0;

“ Employee ” has the meaning set forth in Policy 4.4;

“ ESL ” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee or Officer;

“ Exchange ” means the TSXV and any other exchange on which the Shares are or may be listed from time to time;

“ Exercise Notice ” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option, specifying the number of Shares with respect to which the Option is being exercised;

“ Exercise Price ” means the price at which an Option Share may be purchased pursuant to the exercise of an Option;

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“ Expiry Date ” means, in respect of Options, the expiry date specified in the Award Agreement for an Option (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant, subject to extension in accordance with the terms and conditions of the Plan;

“ Good Reason ” means, with respect to a particular Participant:

“good reason” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

• in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “good reason” is not defined in such agreement, “good reason” as such term is defined in the Award Agreement; or

• in the event neither 0 or 0 apply, the occurrence of any one or more of the following events without the Participant’s prior written consent, which, if capable of being cured, remains uncured by the Corporation within 60 days following receipt of written notice from the Participant specifying in reasonable detail the nature of such occurrence, which notice shall be provided by the Participant no later than 30 days after the occurrence of such event giving rise to the right to resign for Good Reason:

• there is a material diminution in the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Participant’s Employer promptly after receipt of notice thereof given by the Participant;

• the Participant’s Employer’s reduction of the Participant’s base salary, as the same may be increased from time to time, or the percentage on which any short-term incentive payment is based, as such terms are defined in the Participant’s employment agreement, other than any across the board reduction of 10% or less which may be implemented by such employer in respect of its senior employees from time to time;

• the Participant’s Employer’s reduction or elimination of benefits granted to the Participant in his or her employment agreement or granted to the Participant during his or her employment, save and except any change or elimination of any benefits due to a change in the benefit plan or provider, provided that the new benefits are substantially similar in the aggregate to the current benefits;

• a material change in the geographic location of the principal location of employment of the Participant, which shall, in any event, include only a relocation of such principal location by more than one hundred (100) kilometers from its existing location; or

• the Participant’s Employer’s material breach of the employment agreement between the Participant’s Employer and the Participant.

In order for a resignation to qualify as a resignation for “Good Reason” hereunder, the Participant must resign for such event no later than 60 days after the Corporation’s cure period has expired. For greater certainty, “Good Reason” shall not include year-over-year variations in the amount of, or percentage entitlement to, if any, Awards awarded to the Participant based on the Corporation’s and the CGNC Committee’s determination of achievement. In addition, “Good Reason” shall not include any change in title or reporting other than a change which would generally be considered to constitute a demotion by the Participant’s peers in the industry and “Good Reason” shall not include any change in the Participant’s

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duties and responsibilities provided that such changes do not result in a diminution of the scope or dignity of the Participant’s overall duties and responsibilities;

“ Insider ” means an “insider” as defined in the rules of the Exchange from time to time;

“ Investor Relations Service Provider ” has the meaning ascribed to such term in Policy 4.4;

“ ISOs ” has the meaning set forth in Section 0;

“ Management Company Employee ” means an individual employed by a Person providing management services to the Corporation or a subsidiary of the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation or a subsidiary of the Corporation;

“ Market Price ” at any date in respect of the Shares shall be the volume weighted average trading price of the Shares on the Exchange, for the five (5) trading days immediately preceding the Date of Grant (or, if such Shares are not then listed and posted for trading on the Exchange, on such stock exchange on which the Shares are listed and posted for trading as may be selected for such purpose by the Board); provided that, for so long as the Shares are listed and posted for trading on the TSXV, the Market Price shall be as defined in Policy 1.1; and provided, further, that with respect to an Award made to a U.S. Taxpayer, such Participant and the number of Shares subject to such Award shall be identified by the Board or the Committee prior to the start of the applicable five (5) trading day period. In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;

“ Material Information ” has the meaning set forth in Policy 1.1;

“ Officer ” means an Employee who is considered by the Corporation as an officer of the Corporation or a subsidiary of the Corporation;

“ Option ” means a right to purchase Shares under 0 of this Plan that is non-assignable and nontransferable, unless otherwise approved by the Plan Administrator;

“ Option Shares ” means Shares issuable by the Corporation upon the exercise of outstanding Options;

“ Participant ” means a Director, Officer, Employee, Management Company Employees or Consultant and except in relation to Consultant Companies (within the meaning of Policy 4.4), also includes a company, 100% of the share capital of which is beneficially owned by one or more Participant to whom an Award has been granted under this Plan (for greater certainty, the term “Participant” includes a DSU Participant);

“ Participant’s Employer ” means with respect to a Participant that is or was an Employee, the Corporation or such subsidiary of the Corporation as is or, if the Participant has ceased to be employed by the Corporation or such subsidiary of the Corporation, was the Participant’s employer;

“ Performance Goals ” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies

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or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

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

“ Plan ” means this Omnibus Equity Incentive Plan, as may be amended from time to time;

“ Plan Administrator ” means a Person determined by the Board, which will initially be the CGNC Committee, or if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 0, the Committee;

“ Policy 1.1 ” means the TSXV’s Policy 1.1 entitled “Interpretation” as amended from time to time;

“ Policy 4.4 ” means the TSXV’s Policy 4.4 entitled “Security Based Compensation” as amended from time to time;

“ Restricted Share Unit ” or “ RSU ” means a right awarded to a Participant to receive a payment in the form of Shares or cash or a combination thereof in accordance with 0 and subject to the terms of this Plan;

“ Retirement ” means, with respect to a particular Participant:

“retirement” (or any similar term) as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant;

• in the event there is no written or other applicable employment or other agreement between the Corporation or a subsidiary of the Corporation, or “retirement” is not defined in such agreement, “retirement” as such term is defined in the Award Agreement; or

• in the event neither 0 or 0 apply, the voluntary cessation of a Participant’s employment with the Corporation, provided that, as at the Termination Date (i) the Participant’s age is at least sixty-five (65) and the Participant has at least ten (10) years of service with the Corporation or a subsidiary of the Corporation, (ii) the Participant is not receiving or otherwise entitled to compensation in lieu of notice of termination, severance or similar payments, and (iii) the Participant has agreed in writing not to work for a competitor of the Corporation for a period of at least two (2) years following the Termination Date;

“ RSU Service Year ” has the meaning set forth in Section 0;

“ Section 409A of the Code ” or “ Section 409A ” means Section 409A of the Code and all regulations, guidance, compliance programs, and other interpretive authority issued thereunder;

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Corporation or to which it is subject;

“ Security Based Compensation ” has the meaning ascribed thereto in Policy 4.4.

“ Security Based Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential

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issuance of Shares to Directors, Officers, Employees, Management Company Employees, Consultants and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

“ Share ” means one (1) common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, or after an adjustment contemplated by 0, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“ subsidiary ” means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has a direct or indirect equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary;

“ Target Performance ” has the meaning set forth in Section 0;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended from time to time;

“ Termination Date ” means, subject to applicable law, which cannot be waived:

• in the case of an Employee or Officer whose employment with the Corporation or a subsidiary of the Corporation terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Participant or the Corporation or a subsidiary of the Corporation that initiates the termination), the later of: (i) if and only to the extent required to comply with the minimum standards of ESL, the date that is the last day of any applicable minimum statutory notice period applicable to the Employee or Officer pursuant to ESL, if any; and (ii) the date designated by the Employee or Officer and such Participant’s Employer as at the last day of such Employee’s or Officer’s employment, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and, for the avoidance of any doubt, the parties intend to displace the presumption that the Participant has any entitlements in respect of the Plan or any Options, RSUs or DSUs during any period of reasonable notice of termination under common law or civil law in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period that follows the last day that the Participant actually and actively provides services to the Corporation or a subsidiary of the Corporation, as specified in the notice of termination provided by the Employee or Officer or the Participant’s Employer, as the case may be;

in the case of a Consultant or Management Company Employee whose agreement or arrangement with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Corporation or the subsidiary of the Corporation, as the “Termination Date” (or similar term) or expiry date in a written agreement between the Consultant or Management Company Employee and Corporation or a subsidiary of the Corporation, or (ii) if no such written agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which the Consultant or Management Company Employee ceases to be a Consultant or Management Company Employee or a service provider to the Corporation or the subsidiary of the Corporation, as the case may be, or on which the Participant’s agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant’s consulting agreement or other written arrangement, such date shall not be earlier than

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the date notice of voluntary termination was given; in any event, the “Termination Date” shall be determined without including any period of notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant or any pay in lieu of notice of termination, termination fees or other damages paid or payable to the Participant;

in the case of a Director, the date such individual ceases to be a Director, unless the individual continues to be a Participant in another capacity; and

in the case of a U.S. Taxpayer, a Participant’s “Termination Date” will be the date the Participant experiences a “separation from service” with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code;

“ Termination of Service ” means that a Person has ceased to be a Participant, including for greater certainty, the earliest date on which both of the following conditions are met: (i) the Participant has ceased to be employed by the Corporation or a subsidiary of the Corporation or has ceased providing ongoing services as a Consultant to the Corporation or a subsidiary of the Corporation thereof for any reason whatsoever; and (ii) the Participant is not a director of the Corporation or a subsidiary of the Corporation;

“ TSXV ” means the TSX Venture Exchange;

“ U.S. ” or “ United States ” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia;

“ U.S. Person ” means a “U.S. person” as defined in Rule 902(k) of Regulation S promulgated under the U.S. Securities Act (which definition includes, but is not limited to, a natural person resident in the United States, a partnership or corporation organized or incorporated under the laws of the United States, a trust of which any trustee is a U.S. Person, and a partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated and owned by “accredited investors”, as defined in Rule 501(a) of Regulation D under the U.S. Securities Act, who are not natural persons, estates or trusts);

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

“ U.S. Taxpayer ” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.

Interpretation

Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

• As used herein, the terms “Article”, “Section”, “Subsection” and “clause” mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

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• Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

Unless otherwise specified, all references to money amounts are to Canadian currency.

The headings used herein are for convenience only and are not to affect the interpretation of this Plan.

ADMINISTRATION

Administration

Subject to the terms herein, this Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

determine the individuals to whom grants of Awards under the Plan may be made;

make grants of Awards under the Plan in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

1. the time or times at which Awards may be granted;

2. the conditions under which:

3. (a) Awards may be granted to Participants; or

4. (b) Awards may be forfeited to the Corporation, including any conditions relating to the attainment of specified Performance Goals;

5. the number of Shares to be covered by any Award;

6. the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

7. whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

8. any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

establish the form or forms of Award Agreements;

cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan;

construe and interpret this Plan and all Award Agreements;

• adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub- plans established for the purpose of

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satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

Delegation to Committee

The initial Plan Administrator shall be the CGNC Committee.

• To the extent permitted by applicable law, the Board may, from time to time, assume or delegate to any committee of the Board (the “ Committee ”) all or any of the powers conferred on the Plan Administrator pursuant to this Plan, including the power to sub-delegate to any member(s) of the Committee or any specified officer(s) of the Corporation or its subsidiaries all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

Determinations Binding

Any decision made or action taken by the Plan Administrator, Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 0 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and its subsidiaries, the affected Participant(s), their legal and personal representatives and all other Persons.

Eligibility

All Directors, Officers, Employees, Management Company Employees and Consultants are eligible to participate in the Plan, subject to Section 0. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Director, Officer, Employee, Management Company Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. The extent to which any Director, Officer, Employee, Management Company Employee or Consultant is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator. The Corporation and the Participant shall be responsible for ensuring and confirming that the Participant is a bona fide Director, Officer, Employee, Management Company Employee or Consultant, as the case may be.

Plan Administrator Requirements

• Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Plan Administrator. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

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No Representations or Warranties

The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant of an Award, the exercise of an Option or transactions in the Shares or otherwise in respect of participation under the Plan. Neither the Corporation, nor any of its Directors, Officers, Employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and the subsidiaries of the Corporation do not assume and shall not have responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

Total Shares Subject to Awards

• The aggregate number of Shares that may be reserved for issuance under this Plan, at any time, together with all other Security Based Compensation Arrangements, of the Corporation, shall not exceed ten (10%) percent of the Corporation’s issued and outstanding Shares as at such time.

• The Plan is an “evergreen” plan, where, to the extent any Awards (or portion(s) thereof) under this Plan are exercised or settled, or terminated or cancelled for any reason prior to exercise in full, or are surrendered to the Corporation by the Participant, except surrenders relating to the payment of the purchase or exercise price of any such Award or the satisfaction of the tax withholding obligations related to any such Award, any Shares subject to such Awards (or portion(s) thereof) will be available for subsequent grant under the Plan and the number of Awards that may be granted under the Plan increases if the total number of issued and outstanding Shares of the Corporation increases. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

• Except for so long as the Shares are listed and posted for trading on the TSXV, any Shares issued by the Corporation through the assumption or substitution of outstanding stock options or other equitybased awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of Awards granted under this Plan.

Limits on Grants of Awards

Notwithstanding anything in this Plan, the granting of Awards shall be subject to the following conditions:

1. for so long as the Shares are listed and posted for trading on the TSXV, not more than two (2%) percent of the Corporation’s issued and outstanding Shares may be granted to any one Consultant in any 12 month period;

2. for so long as the Shares are listed and posted for trading on the TSXV, Investor Relations Service Providers (within the meaning of the policies of TSXV) may not receive any Award other than Options;

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for so long as the Shares are listed and posted for trading on the TSXV, not more than an aggregate of two (2%) percent the Corporation’s issued and outstanding Shares may be granted in aggregate pursuant to Options to all Investor Relations Service Providers in any 12 month period;

• for so long as the Shares are listed and posted for trading on the TSXV, unless the Corporation has obtained disinterested shareholder approval, not more than five (5%) percent of the Corporation’s issued and outstanding Shares may be issued to any one Person in any 12 month period;

for so long as the Shares are listed and posted for trading on the TSXV, unless the Corporation has obtained disinterested shareholder approval, the Corporation shall not decrease the Exercise Price or extend the term of Options previously granted to Insiders;

the aggregate number of Shares issuable to Insiders (as a group), at any time under this Plan, shall not exceed ten (10%) percent of the Corporation’s issued and outstanding Shares from time to time;

• the aggregate number of Shares issuable to Insiders (as a group), within any one (1) year period under this Plan shall not exceed ten (10%) percent of the Corporations issued and outstanding Shares from time to time; and

• the Plan Administrator shall not grant any Awards that may be denominated or settled in Shares to U.S. Persons or residents of the United States unless such Awards and the Shares issuable upon exercise thereof are registered under the U.S. Securities Act and applicable U.S. state securities laws, or are issued in compliance with available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

If disinterested shareholder approval is required, the proposed grant(s) or plan must be approved by a majority of the votes cast by all shareholders at the shareholders’ meeting, excluding votes attaching to shares beneficially owned by, (i) Insiders to whom Awards may be granted under the Plan; and (ii) Associates and Affiliates of such Insiders. In circumstances where the Awards are exercisable into a class of non-voting or sub-ordinate voting securities, holders of that class of securities must be given full voting rights on a resolution that requires disinterested shareholder approval.

Hold Period

All Awards and any Shares issued on the exercise of Awards may be subject to and legended with a four month hold period commencing on the date the Awards were granted pursuant to the rules of the Exchange and applicable securities laws. Any Shares issued on the exercise of Awards may be subject to resale restrictions contained in National Instrument 45-102 – Resale of Securities which would apply to the first trade of the Shares.

Awards Granted to Corporations

Except in relation to a Consultant Companies (within the meaning of Policy 4.4), Awards may be granted only to an individual or a corporation that is wholly-owned by a Director, Officer, Employee, Management Company Employee or Consultant. For so long as the Shares are listed and posted for trading on the TSXV, if the Participant is a corporation, it must provide the TSXV with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule “A” to Form 4G - Summary Form – Security Based Compensation . The corporation must agree not to effect or permit any transfer of ownership or option of securities of the corporation nor to issue further shares of any class in the corporation to any other individual or entity as long as the Award remains outstanding, except with the written consent of the Exchange.

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Award Agreements

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct. Any one Director or Officer of the Corporation is authorized and empowered to execute and deliver, for and on behalf of the Corporation, an Award Agreement to each Participant granted an Award pursuant to this Plan.

Non-Transferability of Awards

Except as permitted by the Plan Administrator and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant, by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect. To the extent that certain rights to exercise any portion of an outstanding Award pass to a beneficiary or legal representative upon death of a Participant, the period in which such Award can be exercised by such beneficiary or legal representative shall not exceed one (1) year from the Participant’s death.

OPTIONS

Granting of Options

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe grant Options to any Director, Officer, Employee, Management Company Employee or Consultant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement. Notwithstanding any of the foregoing provisions, the Plan Administrator may authorize the grant of an Option to a person not then in the employ of the Corporation or of its subsidiary, conditioned upon such person becoming a Director, Officer, Employee, Management Company Employee or Consultant at or prior to the Date of Grant of such Option. In the case of a grant of Options to a Participant that is a Canadian Taxpayer, the Participant’s Employer shall, to the extent required and in the manner prescribed by the Tax Act, notify the Participant and the Canada Revenue Agency whether any securities that may be issued or sold under such Options will be nonqualified securities for the purposes of the Tax Act .

Exercise Price

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, either the Board or the Plan Administrator shall establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant, provided that, for so long as the Shares are listed and posted for trading on the TSXV, the Exercise Price must in all cases be not less than the Discounted Market Price on the Date of Grant.

Term of Options

Subject to any accelerated vesting, termination or extensions as set forth in this Plan, each Option expires on its Expiry Date, which may not be later than the close of business ten (10) years from the Date of Grant.

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Upon the Expiry Date, the Options granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which the Option hereby granted has not then been exercised.

Vesting

• The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.

• Notwithstanding the foregoing, all Options granted to Investor Relations Service Providers pursuant to this Plan shall vest and become fully exercisable as follows or as determined by the Plan Administrator when the Option is granted, but in any event, such Options shall vest over a period of not less than 12 months with:

• no more than one quarter (¼) of the Options vesting no sooner than on the date which is three (3) months from the Date of Grant;

• no more than one quarter (¼) of the Options vesting no sooner than on the date which is six (6) months from the Date of Grant;

• no more than one quarter (¼) of the Options vesting no sooner than on the date which is nine (9) months from the Date of Grant; and

• the final one quarter (¼) of the Options vesting no sooner than on the date which is twelve (12) months from the Date of Grant.

Notwithstanding anything to the contrary in the Plan, no more than one quarter (¼) of such Options granted to Investor Relations Service Providers may vest in any three month period.

Exercisability

• Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable.

• Subject to the provisions of this Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Corporation.

• The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in Section 0, such as vesting conditions relating to the attainment of specified Performance Goals.

• No Option holder who is a U.S. Person or who is resident in the United States may exercise Options unless the Option Shares are registered under the U.S. Securities Act and applicable U.S. state securities laws, or are issued in compliance with available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

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Payment of Exercise Price

• Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, wire transfer or bank draft payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which, to the extent permitted by and otherwise subject to the rules and policies of the Exchange, may include (i) through an arrangement of the Corporation with a broker whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, through the cashless exercise process set out in Section 0(i), (ii) through an exercise of Options on a “net exercise basis” pursuant to Section 4.6(b)(ii), or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Securities Laws, or any combination of the foregoing methods of payment.

• The Plan Administrator may, in its discretion and at any time, determine to grant a Participant the alternative, when entitled to exercise an Option, to deal with such Option on a “cashless exercise” or “net exercise” basis, as follows:

• “ cashless basis ” – a cashless exercise occurs when the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Shares underlying the Options and then the brokerage firm sells a sufficient number of Shares underlying the Options to cover the exercise price of the Options in order to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Shares underlying the Options from the exercise of the Options and the Participant then receives the balance of the Shares or the cash proceeds from the balance of such Shares underlying the Options, subject to any tax withholdings; and

• “ net exercise basis ” – under a net exercise the Options, excluding Options held by an Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of Shares underlying the Options equal to the number which results when dividing: (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the Exercise Price of the subject Options by (ii) the VWAP of each underlying Share.

• If a Participant surrenders Options through cashless exercise or net exercise pursuant to Section 0, to the extent that such Participant would be entitled to a deduction under paragraph 110(1)( d ) of the Tax Act in respect of such surrender if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such surrender, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

RESTRICTED SHARE UNITS

Granting of RSUs

• The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered by the applicable Participant in a taxation year (the “ RSU Service Year ”). The terms and conditions of each RSU grant may be evidenced by an Award Agreement. Each RSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 0), upon the settlement of such RSU.

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• The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this 0 will be calculated by dividing (i) the amount of any bonus or similar payment that is to be paid in RSUs (including the elected amount as applicable), as determined by the Plan Administrator, by (ii) the greater of (A) the Market Price of a Share on the Date of Grant or, for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price of a Share on the Date of Grant; and (B) such amount as determined by the Plan Administrator in its discretion.

RSU Account

All RSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant.

Vesting of RSUs

• The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A, with respect to a U.S. Taxpayer, and provided that no RSUs may vest before the date that is one (1) year following the Date of Grant. Vesting conditions may, without limitation, be based on continuing employment (or other service relationship) and/or achievement of Performance Goals.

• If applicable, the Plan Administrator will issue Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur) (“ Target Performance ”), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur), all as set forth in the applicable Award Agreement.

Settlement of RSUs

• The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs, provided that with respect to a U.S. Taxpayer the terms comply with Section 409A to the extent it is applicable. Subject to Section 0 below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant shall redeem each vested RSU for:

• (i) one (1) fully paid and non-assessable Share issued from treasury to the Participant or as the Participant may direct,

• (ii) a cash payment, or

• (iii) a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above,

in each case as determined by the Plan Administrator in its discretion.

Any cash payments made under this Section 0 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date, net of any applicable taxes.

• Payment of cash to Participants on the redemption of vested RSUs may be made through the Corporation’s payroll in the pay period that the settlement date falls within.

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• Notwithstanding any other terms of this Plan but subject to Section 0 below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 0 any later than the final Business Day of the third calendar year following the applicable RSU Service Year.

• No RSU holder who is a U.S. Person or resident in the United States may settle RSUs for Shares unless the Shares issuable upon settlement of the RSUs are registered under the U.S. Securities Act and applicable U.S. state securities laws, or are issued in compliance with available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

DEFERRED SHARE UNITS

Granting of DSUs

The Board may, from time to time, subject to the provisions of this Plan, in its sole discretion, (i) designate the Directors or executive Officers ( “ DSU Participants ”) who may receive DSUs under the Plan, and (ii) fix the number of DSUs to be granted to each DSU Participant and the date or dates on which such DSUs shall be granted, subject to the terms and conditions prescribed in this Plan and in any Award Agreement. Each DSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 0), upon the settlement of such DSU.

• Each DSU Participant may elect to receive in DSUs any portion or all of their Annual Base Compensation by completing and delivering a written election in the form of Schedule “A” attached hereto (the “ Election Notice ”) to the Corporation on or before the 15[th] day of November of the calendar year ending immediately before the calendar year with respect to which the election is made. Such election will be effective with respect to compensation payable for fiscal quarters beginning during the calendar year following the date of such election. Elections hereunder shall be irrevocable with respect to compensation earned during the period to which such election relates. If no election is made within the foregoing time frames, the DSU Participant shall be deemed to have elected to be paid the entire amount of his or her Annual Base Compensation in cash.

• Further, where an individual becomes a DSU Participant for the first time during a fiscal year and, for a DSU Participant who is a U.S. taxpayer, such individual has not previously participated in a plan that is required to be aggregated with this Plan for purposes of Section 409A of the U.S. Tax Code, such individual may elect to defer Annual Base Compensation with respect to fiscal quarters of the Corporation commencing after the Corporation receives such individual’s Election Notice, which notice must be received by the Corporation no later than thirty (30) days after the later of the Plan’s adoption or such individual’s appointment. For greater certainty, newly appointed DSU Participants will not be entitled to receive DSUs for any Annual Base Compensation earned pursuant to an election for the quarter in which they submit their first election to the Corporation or any previous quarter.

• The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this 0 will be calculated by dividing (i) the amount of any Annual Base Compensation that are to be paid in DSUs (including any elected amount), by (ii) the Market Price of a Share on the Date of Grant or, for so long as the Shares are listed and posted for trading on the TSXV, the Discounted Market Price of a Share on the Date of Grant.

• In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any DSU Participants.

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DSU Account

• All DSUs granted to a DSU Participant with respect to Annual Base Compensation shall be credited to an account maintained for the DSU Participant, on the books of the Corporation, when such Annual Base Compensation is payable. The terms and conditions of each such DSU grant may be evidenced by an Award Agreement.

• In addition to DSUs granted pursuant to Section 0, the Board may award such number of DSUs to a DSU Participant, as the Board deems advisable to provide the DSU Participant with appropriate equity based compensation for the services they render to the Corporation. The Board shall determine the date on which such DSUs may be granted and the date as of which such DSUs shall be credited to a DSU Participant’s account. The terms and conditions of each such DSU grant may be evidenced by an Award Agreement.

Vesting of DSUs

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of DSUs, provided that, for so long as the Shares are listed and posted for trading on the TSXV, no DSUs may vest before the date that is one (1) year following the Date of Grant.

Settlement of DSUs

DSUs shall be settled on the date established in the Award Agreement; provided, however that if there is no Award Agreement or the Award Agreement does not establish a date for the settlement of the DSUs, then, for a DSU Participant who is not a U.S. Taxpayer the settlement date shall be the date determined by the DSU Participant; provided that, in the case of a DSU Participant who is a Canadian Taxpayer, the settlement date shall be no earlier than the date on which the DSU Participant ceases to be a Director or executive Officer and no later than the last Business Day of the immediately following calendar year, and in the case of a DSU Participant who is a U.S. taxpayer, the settlement date shall be the date of the DSU Participant’s “separation from service” under Section 409A and for greater certainty in all cases by the end of the year in which such separation from service occurs, subject to Section 0. On the settlement date for any DSU, the DSU Participant shall redeem each vested DSU for:

1. one (1) fully paid and non-assessable Share issued from treasury to the DSU Participant, as applicable or as such DSU Participant may direct;

2. a cash payment; or

3. a combination of Shares and cash as contemplated by paragraphs (i) and (ii) above, in each case as determined by the Plan Administrator in its discretion.

For purposes of determining the amount of cash payment to DSU Participant on the redemption of vested DSUs to be made pursuant to Section 0 such calculation will be made based on the Market Price on the settlement date multiplied by the number of vested DSUs in the DSU Participant’s account to settle in cash. Payment of cash to DSU Participant may be made through the Corporation’s payroll or in such other manner as determined by the Corporation.

• For the purposes of determining the number of Shares to be issued or delivered to a DSU Participant upon settlement of DSUs pursuant to Section 0, such calculation will be made based on the whole number of Shares equal to the whole number of vested DSUs then recorded in the DSU Participant’s account to settle in Shares.

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• No DSU holder who is a U.S. Person or resident in the United States may settle DSUs for Shares unless the Shares issuable upon settlement of the DSUs are registered under the U.S. Securities Act and applicable U.S. state securities laws, or are issued in compliance with available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

No Additional Amount or Benefit

For greater certainty, neither a DSU Participant to whom DSUs are granted nor any person with whom such DSU Participant does not deal at arm’s length (for purposes of the Tax Act) shall be entitled, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the fair market value of the Shares to which the DSUs relate.

ADDITIONAL AWARD TERMS

Dividend Equivalents

• Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, an Award of RSUs and DSUs shall include the right for RSUs and DSUs to be credited with dividend equivalents in the form of additional RSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s account shall vest in proportion to the RSUs and DSUs to which they relate, and shall be settled in accordance with Sections 0 and 0, respectively.

• For clarity, any dividend equivalents granted pursuant to Section 0 shall be included in calculating the limits set forth Section 0 and shall be subject to Section 3.7. If the Corporation does not have a sufficient number of available Shares under this Plan to grant such dividend equivalents, (i) in the case of DSUs held by a Canadian Taxpayer, no dividend equivalents shall be payable, and (ii) in the case of RSUs and all other DSUs, the Corporation shall make such dividend payments in cash.

• The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

Blackout Period

If the Expiry Date or settlement date of an Award falls within a Blackout Period, then, notwithstanding any other provision of this Plan, unless the delayed Expiry Date or settlement date would result in negative tax consequences, the Expiry Date or settlement date, as applicable shall automatically be extended to the tenth (10th) Business Day after the Blackout Period is lifted by the Corporation; and provided that, (i) the Blackout Period must be deemed to have expired upon the general disclosure of the undisclosed Material Information, and (ii) the automatic extension hereunder will not be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Corporation’s securities.

Withholding Taxes

Notwithstanding any other terms of this Plan, the granting, vesting or settlement of each Award under this Plan is subject to the condition that if at any time the Plan Administrator determines,

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in its discretion, that the satisfaction of withholding tax or other withholding liabilities or deductions is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a subsidiary of the Corporation is obliged to withhold or remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due on a date determined by the Corporation or subsidiary of the Corporation, as applicable, which shall be no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation or any Affiliate may (a) withhold such amount from any remuneration or other amount payable by the Corporation or any Affiliate to the Participant, (b) require the sale, on behalf of the applicable Participant, of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount, or (c) enter into any other suitable arrangements for the receipt of such amount.

Recoupment

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation, or as set out in the Participant’s employment agreement, consulting agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 0 to any Participant or category of Participants.

TERMINATION OF EMPLOYMENT OR SERVICES

Termination of Officer, Employee, Consultant or Director

Subject to Section 0, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement:

• where a Participant’s employment, consulting or other agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant (whether such resignation is with or without Good Reason, but excluding a Retirement), termination by the Corporation or a subsidiary of the Corporation (whether such termination occurs for, or without Cause, with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then, subject to applicable law that cannot be waived by the Participant:

• each Award held by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards; and

• each Award held by a Participant that has vested may, subject to Sections 0 and 0 (where applicable), be exercised, settled or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such

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Award, and (B) the date that is 90 days after the Termination Date, provided that any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”. Any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;

• where a Participant’s employment, consulting or other agreement or arrangement is terminated by reason of the death of the Participant, then each Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may, subject to Sections 0 and 0 (where applicable), be exercised, settled or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (i) the Expiry Date of such Award, and (ii) the first anniversary of the date of the death of such Participant provided that (1) with respect to any performance based Awards, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the date of death of such Participant, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance; and (2) any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s death. Any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;

• where a Participant becomes Disabled, then each Award held by the Participant that has not vested as of the date of the Disability of such Participant shall vest on such date and may, subject to Sections 0 and 0 (where applicable), be exercised, settled or surrendered to the Corporation by a Participant at any time until the Expiry Date of such Award, provided that (1) with respect any performance based Awards, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance; and (2) any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”. Any Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

• where a Participant’s employment, consulting or other agreement or arrangement is terminated due to Retirement, then each Award held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and, if any such Awards vest, shall be exercised, settled or surrendered to the Corporation by the Participant in accordance with this Plan; provided that (1) with respect to any performance based Awards held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance, (2) any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service” and (3) for so long as the Shares are listed and posted for trading on the TSXV, any such Award shall expire within a reasonable period, not exceeding twelve (12) months from the Termination Date, following which the Participant shall not be entitled to any damages or other amounts in respect of such expired Awards. Notwithstanding the foregoing, if, following his or her Retirement, the Participant breaches the terms of any restrictive covenant in the Participant’s written or other applicable employment or other agreement with the Corporation or a subsidiary of the Corporation, any Award held by the Participant that has not been exercised, surrendered or settled shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards;

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• a Participant’s eligibility to receive further grants of Awards under this Plan ceases as of the earliest of the following:

• the Termination Date; or

• the date of the death, Disability, Retirement or the date notice is given of the resignation of the Participant; and

• notwithstanding Section 0, unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Officer, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.

Discretion to Permit Acceleration

Notwithstanding the provisions of Section 0, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator; provided that, for so long as the Shares are listed and posted for trading on the TSXV,

• no acceleration of the vesting provisions set forth in Section 0 is permitted without prior TSXV acceptance; and

• no Awards (other than Options) issued pursuant to this Plan may vest before the date that is one (1) year following the date it is granted or issued, other than as may be permitted or not prohibited pursuant to Policy 4.4, including s. 4.6 of Policy 4.4.

EVENTS AFFECTING THE CORPORATION

General

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this 0 would have an adverse effect on this Plan or on any Award granted hereunder.

Change in Control

Subject to the applicable rules and requirements of the Exchange, including the prior approval of the Exchange, if applicable, except as may be set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:

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• Notwithstanding anything else in this Plan or any Award Agreement, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 0, the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, (i) in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Section 0) any property in connection with a Change in Control other than rights to acquire shares of a corporation or units of a “mutual fund trust” (as defined in the Tax Act), of the Corporation or a “qualifying person” (as defined in the Tax Act) that does not deal at arm’s length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted, and (ii) in the case of DSUs held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Section 9.2(a)) any property in connection with a Change of Control other than a right that satisfies the criteria in subparagraphs 6801(d)(i) and (ii) of the Income Tax Regulations (Canada);

• Notwithstanding Section 0, and except as otherwise provided in a written employment or other agreement between the Corporation or a subsidiary of the Corporation and a Participant, if within twelve (12) months following the completion of a transaction resulting in a Change in Control, a Participant’s employment, consultancy or directorship is terminated by the Corporation or a subsidiary of the Corporation without Cause or the Participant resigns with Good Reason:

• a portion of any unvested Awards shall immediately vest, such portion to be equal to the number of unvested Awards held by the Participant as of the Termination Date multiplied by a fraction, the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested Awards were originally scheduled to vest, which vested Awards may, subject to Sections 0 and 0 (where applicable), be exercised, settled or surrendered to the Corporation by such Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that (1) with respect to any performance based Awards held by such Participant, the attainment of Performance Goals shall be assessed on the basis of actual achievement of the Performance Goals up to the Termination Date, if the applicable performance period has been completed and the Corporation can determine if the Performance Goals have been attained, failing which the Corporation will assume Target Performance, and (2) any Awards subject to Section 409A awarded to U.S. Taxpayers, shall, if such Awards vest, be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”, with any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards; and

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1. any vested Awards of Participants may, subject to Sections 0 and 0 (where applicable), be exercised, settled or surrendered to the Corporation by such Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date, provided that any Awards subject to Section 409A awarded to U.S. Taxpayers, shall be exercised, settled or surrendered within the same calendar year as the Participant’s “separation from service”, with any Award that has not been exercised, settled or surrendered at the end of such period shall be immediately forfeited and cancelled for no consideration and the Participant shall not be entitled to any damages or other amounts in respect of such cancelled Awards.

2. Notwithstanding Section 0 and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards, other than an Option or DSU held by a Canadian Taxpayer for the purposes of the Tax Act, granted under this Plan at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, at or within a reasonable period of time following completion of such Change in Control transaction.

3. It is intended that any actions taken under this Section 0 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

Reorganization of Corporation’s Capital

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control and that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, if applicable, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

Other Events Affecting the Corporation

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number and/or type of Shares that may be acquired on the vesting of outstanding Awards or by reference to which such Awards may be settled (as applicable), and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator will, subject to the prior approval of the Exchange, if applicable, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

Immediate Acceleration of Awards

In taking any of the steps provided in Sections 0 and 0, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 0 and 0 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required to, permit the immediate vesting of any unvested Awards subject to the applicable rules and requirements of the Exchange, including the prior approval of the Exchange, if applicable.

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Issue by Corporation of Additional Shares

Except as expressly provided in this 0, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this 0, a dividend equivalent or otherwise, a Participant would become entitled to a fractional Share, the Participant has the right to acquire the next lowest whole number of Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

U.S. TAXPAYERS

Provisions for U.S. Taxpayers

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code (“ ISOs ”). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO. Nonqualified stock options will be granted to a U.S. Taxpayer only if (i) such U.S. Taxpayer performs services for the Corporation or any corporation or other entity in which the Corporation has a direct or indirect controlling interest or otherwise has a significant ownership interest, as determined under Section 409A, such that the Option will constitute an option to acquire “service recipient stock” within the meaning of Section 409A, or (ii) such option otherwise is exempt from Section 409A.

ISOs

Subject to any limitations in Section 0, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 6,599,850 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Sections 424(e) and (f) of the Code.

ISO Grants to 10% Shareholders

Notwithstanding anything to the contrary in this Plan, if an ISO is granted to a person who owns shares representing more than 10% of the voting power of all classes of shares of the Corporation or of a “parent corporation” or “subsidiary corporation”, as such terms are defined in Section 424(e) and (f) of the Code, on the Date of Grant, the term of the Option shall not exceed five (5) years from the time of grant of such Option and the Exercise Price shall be at least 110% of the Market Price of the Shares subject to the Option.

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$100,000 Per Year Limitation for ISOs

To the extent the aggregate Market Price as at the Date of Grant of the Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as non-qualified stock options.

Disqualifying Dispositions

Each person awarded an ISO under this Plan shall notify the Corporation in writing immediately after the date he or she makes a disposition or transfer of any Shares acquired pursuant to the exercise of such ISO if such disposition or transfer is made (a) within two (2) years from the Date of Grant or (b) within one (1) year after the date such person acquired the Shares. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the person in such disposition or other transfer. The Corporation may, if determined by the Plan Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable person until the end of the later of the periods described in clause (a) or (b) above, subject to complying with any instructions from such person as to the sale of such Shares.

Section 409A of the Code

• This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. Any reference in this Plan to Section 409A of the Code also include any regulation promulgated thereunder or any other formal guidance issued by the Internal Revenue Service with respect to Section 409A of the Code. Each Award shall be construed and administered such that the Award either (A) qualifies for an exemption from the requirements of Section 409A of the Code or (B) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (I) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (II) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (III) unless the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (IV) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

All terms of the Plan that are undefined or ambiguous must be interpreted in a manner that complies with Section 409A of the Code if necessary to comply with Section 409A of the Code.

The Plan Administrator, in its discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer’s vested Awards in the Plan that constitute “deferred compensation” subject to Section 409A of the Code under circumstances that constitute permissible acceleration events under Section 409A of the Code.

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• Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is six months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such six-month anniversary of such separation from service.

Section 83(b) Election

If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Shares subject to vesting or other forfeiture conditions, the Participant shall be required to promptly file a copy of such election with the Corporation.

Application of 0 to U.S. Taxpayers

For greater certainty, the provisions of this 0 shall only apply to U.S. Taxpayers.

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

Amendment, Suspension, or Termination of the Plan

• The approval of the Board and the requisite approval from the Exchange and the shareholders shall be required for any of the following amendments to be made to the Plan:

• (vii) any increase to the fixed maximum percentage of Shares issuable under the Plan;

• (viii) a reduction in the Exercise Price or purchase price of an Option (other than for standard anti-dilution purposes) held by or benefiting an Insider;

• (ix) an increase in the maximum number of Shares that may be issued to Insiders within any one-year period or that are issuable to Insiders at any time;

• (x) any change to the definition of “Participants” which would have the potential of broadening or increasing Insider participation;

• (xi) a change to the expiry or termination provisions of an Award or the Plan, except as contemplated in Section 0 above;

• (xii) any other amendments that may lead to significant or unreasonable dilution in the Corporation’s outstanding securities or may provide additional benefits to Participants, especially Insiders, at the expense of the Corporation and its existing shareholders.

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• The Plan Administrator may, without shareholder approval but subject to receipt of requisite approval as required by the Exchange, in its sole discretion make all other amendments to the Plan that are not of the type contemplated in Section 0 above including, without limitation:

• (iii) amendments of a housekeeping nature; and

• (iv) a change to the vesting provisions of an Award or the Plan, except for the vesting provisions for Options granted to Investor Relations Service Providers.

MISCELLANEOUS

Approvals

• The Plan shall be subject, if applicable, to the approval of the Exchange or other regulatory body having jurisdiction at that time and, if so required thereby, to the approval of the shareholders of the Corporation.

• Any Awards granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Awards may be exercised unless such approval and acceptance is given.

Legal Requirement

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

No Other Benefit

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Employee, Officer, Consultant or Director. No Participant has any rights as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

Corporate Action

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Corporation from taking corporate action which is deemed by the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

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Conflict

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of the Award Agreement shall govern. In the event of any conflict between or among the provisions of this Plan or any Award Agreement, on the one hand, and a Participant’s employment agreement with the Corporation or a subsidiary of the Corporation, as the case may be, on the other hand, the provisions of the employment agreement or other written agreement shall prevail.

Anti-Hedging Policy

By accepting an Award each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.

Participant Information

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

Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Corporation does not assume responsibility for the income or other tax consequences for the Participants and Directors and they are advised to consult with their own tax advisors.

International Participants

With respect to Participants who reside or work outside Canada, the Plan Administrator may, in its discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and its subsidiaries.

General Restrictions or Assignment

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being

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subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

Severability

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

Rights to Compensation or Damages

The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of the Participant’s employment, term of office or service arrangement; (ii) whether such termination is lawful or unlawful, with or without Cause or Good Reason; (iii) whether it is the Participant or the Corporation or a subsidiary of the Corporation that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, term of office or service arrangement.

Notices

All written notices to be given by a Participant to the Corporation shall be delivered personally, e- mail or mail, postage prepaid, addressed as follows:

Vortex Metals Inc. 120 Adelaide Street West – Suite 2500 Toronto, Ontario M5H 1T1

Attention: Chief Executive Officer Email: vranjan@vortexmetals.ca

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth (5[th] ) Business Day following the date of mailing. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

Effective Date

This Plan becomes effective on a date to be determined by the Plan Administrator, subject to the approval of the shareholders of the Corporation.

Governing Law

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without any reference to conflicts of law rules.

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Submission to Jurisdiction

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

SCHEDULE A VORTEX METALS INC. OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”) ELECTION NOTICE

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Plan.

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to 0 of the Plan and to receive [ % / $_____] of my Annual Base Compensation in the form of DSUs.

I confirm that:

I have received and reviewed a copy of the terms of the Plan and agreed to be bound by them.

I recognize that when DSUs credited pursuant to this election are redeemed in accordance with the terms of the Plan, income tax and other withholdings as required will arise at that time. Upon redemption of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.

The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.

I understand that this election is irrevocable for the calendar year to which it applies.

The foregoing is only a brief outline of certain key provisions of the Plan. For more complete information, reference should be made to the Plan’s text.

Date: _______

(Name of Participant)

(Signature of Participant)

LEGAL_41457929.2.doc