westhaven

TSX-V:WHN

GOLD CORP

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the "Meeting") of the Shareholders of WESTHAVEN GOLD CORP. (the "Company") will be held at the UK Building located at 409 Granville Street, Vancouver, BC on the 24th day of June, 2025 at 10:00 a.m. (Pacific Time) for the following purposes:

To fix the number of Directors at five (5).
To elect Directors for the ensuing year.
To receive the Audited Financial Statements of the Company for the year ended December 31, 2024, together with the Auditor's Report thereon.
To appoint the Auditor for the Company, and to authorize the Directors to fix the remuneration to be paid to the Auditor.
To consider and, if thought fit, to pass an ordinary resolution of disinterested shareholders of the Company approving the Equity Incentive Plan of the Company.
To transact such other business as may be brought before the Meeting.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in their stead. If you are unable to attend the Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed and then complete and return the Proxy within the time set out in the Notes. As set out in the Notes, the enclosed Instrument of Proxy is solicited by Management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 7th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Kenneth A. Armstrong"

Kenneth A. Armstrong

President & CEO

Suite 1056 | 409 Granville St. | Vancouver, B.C. | V6C 1T2

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westhaven

TSX-V:WHN

GOLD CORP

Cusip # 960350106

Important Notice Regarding the Availability of Proxy Materials for WESTHAVEN GOLD CORP.

Annual General Meeting to be held at

the UK Building, 409 Granville Street, Vancouver, BC

on June 24, 2025, at 10:00 a.m. Pacific Time

You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at:

https://www.westhavengold.com/investors/agm/

www.sedar.com

Obtaining a Copy of the Proxy Materials

If you would like to receive a paper copy of the current meeting materials by mail, you must request one. There is no charge to you for requesting a copy.

Call us at 1-888-893-5089 to request a paper copy of the materials for the current meeting.

To ensure you receive the material in advance of the voting deadline and meeting date, all requests must be received by us no later than, June 14, 2025, to ensure timely receipt. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

To obtain paper copies of the materials after the meeting date, contact us at [email protected].

Securityholder Meeting Notice

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote online, by telephone or by mailing the enclosed Voting Instruction form/Proxy for receipt before June 20, 2025, at 10:00 am Pacific Time using the enclosed Business Reply Envelope.

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

To Fix the Number of Directors at Five – Page 5, Election of Directors
Election of Directors – Pages 5-6, Election of Directors
To receive the annual financial statements for the year ended December 31, 2024;
Appointment of Auditor – Page 6
Approval of Equity Incentive Plan – Pages 6-7; and
Shareholders may be asked to consider and transact such other business as may property come before the Meeting or any adjournment thereof – Page 7

No Annual Report (or Annual Financial Statements) is (are) included in this mailing.

Suite 1056 | 409 Granville St. | Vancouver, B.C. | V6C 1T2

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westhaven

TSX-V:WHN

GOLD CORP

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL MEETING OF SHAREHOLDERS

This information is given as at May 7, 2025

This Information Circular is furnished in connection with the solicitation of proxies by the management (the "Management") of Westhaven Gold Corp. (the "Company"), for use at the Annual Meeting (the "Meeting"), of the shareholders of the Company, to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

PERSONS MAKING THIS SOLICITATION OF PROXIES

This solicitation is made on behalf of Management of the Company. It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by employees of the Company. Cost of the Solicitation will be borne by the Company. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Company who will not be directly compensated therefore. The Company has arranged for intermediaries to forward meeting materials to beneficial owners of the Shares held of record by those intermediaries and the Company may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

PROXY INSTRUCTIONS

Appointment of Proxy

The persons named in the accompanying instrument of proxy are directors or officers of the Company. A shareholder has the right to appoint a person to attend and act for him on his behalf at the Meeting other than the persons named in the enclosed instrument of proxy. To exercise this right, a shareholder shall strike out the names of the persons named in the instrument of proxy and insert the name of his nominee in the blank space provided, or complete another instrument of proxy.

The completed instrument of PROXY must be dated and signed and the duly completed instrument of proxy must be deposited at the Company's Transfer Agent, COMPUTERSHARE INVESTOR SERVICES INC. no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting. The mailing address for proxies is:

Computershare Investor Services Inc.
Proxy Dept. 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1,
fax number within North America: 1-866-249-7775 outside North America: (416) 263-9524.

The instrument of proxy must be signed by the shareholder or by his duly authorized attorney. If signed by a duly authorized attorney, the instrument of proxy must be accompanied by the original power of attorney or a notarially certified copy thereof. If the shareholder is a corporation, the instrument of proxy must be

signed by a duly authorized attorney, officer, or corporate representative, and must be accompanied by the original power of attorney or document whereby the duly authorized officer or corporate representative derives his power, as the case may be, or a notarially certified copy thereof.

The articles of the Company confer discretionary authority upon the Chairman of the Meeting to accept proxies which do not strictly conform to the foregoing requirements and certain other requirements set forth in the articles.

Voting by Proxy and Exercise of Discretion

On any poll, the persons named in the enclosed instrument of proxy will vote the shares in respect of which they are appointed and, where directions are given by the shareholder in respect of voting for or against any resolution, will do so in accordance with such direction.

In the absence of any direction in the instrument of proxy, it is intended that such shares will be voted in favour of the motions proposed to be made at the Meeting and for the election of the management nominees for directors and auditor, as stated under the headings in this Information Circular. The instrument of proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to any matters which may properly be brought before the Meeting. At the time of printing of this Information Circular, the management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

REVOCATION OF PROXIES

Any registered shareholder who has returned a proxy may revoke it at any time before it has expired. In addition to revocation in any other manner permitted by law, a shareholder may revoke a proxy either by (a) signing a proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the instrument of proxy is required to be executed as set out in the notes to the instrument of proxy) and either depositing it at the place and within the time aforesaid or with the Chairman of the Meeting on the day of the Meeting or on the day of any adjournment thereof, or (c) registering with the scrutineer at the Meeting as a shareholder present in person, whereupon such proxy shall be deemed to be have been revoked. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders (as defined below under "Non Registered Holders of Common Shares") who wish to change their vote must arrange for their respective intermediaries to revoke the proxy on their behalf.

NON-REGISTERED HOLDERS OF COMPANY'S SHARES

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders ("Non-Registered Holders") because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased their shares. In addition, a person is not a registered shareholder in respect of shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 ("NI 54-101") of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Instrument of Proxy (collectively, the "Proxy Solicitation Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Proxy Solicitation Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them or unless there is a special meeting involving abridged timing under NI 54-101. Very often, Intermediaries will use service companies, such as Broadridge Independent Investor Communication Corporation ("Broadridge"), to forward the Proxy Solicitation Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Proxy Solicitation Materials, or where there is a special meeting involving abridged timing under NI 54-101, will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise incomplete. Because the Intermediary has already signed the form of Proxy, this form of Proxy is not required to be signed by the Non-Registered Holder when submitting the Proxy. In this case, the Non-Registered Holder who wishes to submit a Proxy should otherwise properly complete the form of Proxy and deposit it with the Transfer Agent as provided above; or

(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company (such as Broadridge), will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. In the alternative, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of Proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of Proxy, properly complete and sign the form of Proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who received one of the above mentioned forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the management proxyholders named in the form and insert their own name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary or its agents, including those regarding when and where the Proxy or proxy authorization form is to be delivered.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or senior officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of common shares without par value. As at May 7, 2025, there are 188,320,927 common shares issued and outstanding. Each Common Share carries the right to one vote. At a general meeting of the Company, on a show of hands, every shareholder present in person shall have one vote and, on a poll, every shareholder shall have one vote for each share of which he is the holder.

Only shareholders of record on the close of business on May 7, 2025 who either personally attend the Meeting or who complete and deliver an instrument of proxy in the manner and subject to the provisions set out under the heading "Appointment and Revocation of Proxies" will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

To the knowledge of the directors and senior officers of the Company only the following own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company.

NAME OF SHAREHOLDER	NUMBER OF SHARES	PERCENTAGE OF ISSUED AND OUTSTANDING SHARES
The David Grenville Thomas Trust (D. Grenville Thomas)	16,032,500	8.5%
Gareth Thomas	4,224,000	2.2%
Eira Thomas	3,334,094	1.8%
Anglo Celtic Exploration Ltd.*	12,158,500	6.5%

*D. Grenville Thomas, Gareth Thomas and Eira Thomas beneficially own and exercise control over Anglo Celtic Exploration Ltd.

The above information was supplied to the Company by the shareholders and from the insider reports available at www.sedi.ca.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commissions or similar regulatory authorities in British Columbia and Alberta, and filed on Sedar, are specifically incorporated by reference into, and form an integral part of, this information circular:

Audited Annual Financial Statements and Management's Discussion and Analysis for the year ended December 31, 2024
Interim Financial Statements and Management's Discussion and Analysis for the period ended September 30, 2024
Interim Financial Statements and Management's Discussion and Analysis for the period ended June 30, 2024; and
Interim Financial Statements and Management's Discussion and Analysis for the period ended March 31, 2024.

Copies of the documents incorporated herein by reference may be obtained by a shareholder upon request without charge from the Company at 1056-409 Granville Street, Vancouver, B.C. V6C 1T2. These documents are also available through the internet on SEDAR+, which can be accessed at www.sedarplus.ca.

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

Management intends to propose for adoption an ordinary resolution that the number of directors of the Company be fixed at five. If there are more nominees for election then there are vacancies to fill, those nominees receiving the greatest number of votes will be elected until all such vacancies have been filled.

Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a director before then. You can vote for all of these Directors, vote for some of them and withhold for others, or withhold for all of them. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as Directors of the Company.

The following table sets out the names of management's nominees for election as directors, all major offices and positions with the Company each now holds, each nominee's principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of shares of the Company beneficially owned each, directly or indirectly, or over which each exercised control or direction, as at the date of this Information Circular:

Name of Nominee and Present Offices Held	Present Principal Occupation^{1}	Director Since	Shares Beneficially Owned or Controlled^{3}
Eira Thomas, Director and Chair
BC, Canada
Not Independent	Chair, Westhaven Gold Corp.	Jan 24, 2024	3,334,094
Gareth Thomas, Director
BC, Canada
Not Independent	Former President & CEO, Westhaven Gold Corp.	May 6, 2010	4,224,000
Hannah McDonald^{2}
Director
BC, Canada
Independent	Lawyer; since 2012 advisor on land and resource issues including land claims, the negotiation and implementation of resource sharing agreements, Aboriginal rights and title, matters under the Indian Act, First Nation governance issues and various corporate matters.	March 30, 2018	200,000
Victor Tanaka^{2}
Director
BC, Canada
Independent	Director of multiple resource companies.	May 6, 2010	2,950,000
Paul McRae^{2}
Quarteira, Portugal
Director
Independent	Mr. McRae is a corporate director with a distinguished global reputation in project and construction management in the mining industry for projects of all scales and complexities. His career spans more than 40 years and includes a track record of on time and on budget projects.	Nov 29, 2021	Nil

1) The information as to principal occupation, business or employment and shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee has held the same or similar principal occupation with the organization indicated or a predecessor thereof for the last five years.

2) Member of Audit Committee and Compensation & Corporate Governance Committee.

3) The approximate number of shares of the Company carrying the right to vote in all circumstances beneficially owned directly or indirectly, or over which control or direction is exercised by each proposed nominee as at the date hereof is based on information furnished by the transfer agent of the Company and by the nominees themselves.

As at the date of this Information Circular and within the ten years before the date of this Information Circular, no proposed director:

(a) is or has been a director or executive officer of any company (including the Company), that while that person was acting in that capacity:

i. was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

ii. was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

iii. 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; or

(b) has within 10 years before the date of the Information Circular 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 the assets of the director, officers or shareholders.

FINANCIAL STATEMENTS

The Financial Statements of the Company for the financial year ended December 31, 2024 and the auditors' report thereon will be presented to the Meeting. A copy is available online at www.sedarplus.ca

APPOINTMENT OF AUDITORS

Unless otherwise specified, the persons named in the enclosed instrument of proxy will vote for the reappointment of Smythe LLP, Chartered Professional Accountants, of Vancouver, B.C. as auditor of the Company for the ensuing year, at a remuneration to be fixed by the directors.

APPROVAL OF EQUITY INCENTIVE PLAN

The TSXV requires that the Company's shareholders approve the Company's equity incentive plan (the "2025 Equity Incentive Plan") which is materially the same as the Plan which was approved at last year's annual general meeting of Shareholders. Accordingly, Shareholders will be asked at the Meeting to pass an ordinary resolution substantially as set out below:

"BE IT RESOLVED THAT:

The Company's equity incentive plan, attached as Schedule 'A' to the Company's management information circular dated May 7, 2025, is approved.

Any director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered, such other documents and instruments, and to do or cause to be done all such other acts and things, as may in the opinion of such director or officer of the Company be necessary or desirable to carry out the intent of the foregoing resolutions."

The form of the resolutions set forth above is subject to such amendments as management may propose at the Meeting but which do not materially affect the substance of such resolutions.

The Board considers that the ability to grant incentives is an important component of its compensation strategy and is necessary to enable the Company to attract and retain qualified directors, officers, employees and consultants. The Board therefore recommends that Shareholders vote “For” the resolutions approving the proposed 2025 Equity Incentive Plan. Unless otherwise instructed, the persons named in the enclosed form of Proxy will vote “IN FAVOUR” of the above resolutions.

The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the foregoing resolution unless the holder of Common Shares who has given such proxy has directed that the votes be otherwise cast.

OTHER MATTERS TO BE ACTED UPON

It is not known that any other matters will come before the Meeting other than as set forth above and in the Notice of Meeting, but if such should occur the persons named in the accompanying form of proxy intend to vote on them in accordance with their best judgment exercising discretionary authority with respect to amendments or variations of matters identified in the Notice of Meeting and other matters which may properly come before the meeting or any adjournment thereof.

AUDIT COMMITTEE

The Audit Committee has various responsibilities as set forth in National Instrument 52-110 (“NI 52-110”)

Audit Committee Charter and Composition of the Audit Committee

The Audit Committee’s charter is set out in Schedule ‘B’:

Composition of the Audit Committee

As noted below, the members of the audit committee are Hannah McDonald (Chair), Victor Tanaka and Paul McRae. All members of the audit committee are independent and considered to be financially literate.

A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s board of directors, reasonably interfere with the exercise of a member’s independent judgment.

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

Relevant Education and Experience

Hannah McDonald – Ms. McDonald has spent the majority of her career advising on land, resource issues and governance. She graduated from the University of British Columbia Law School and holds an undergraduate degree in Communications from Simon Fraser University.

Victor Tanaka – Mr. Tanaka is an exploration geologist with over 45 years of broad Canadian and international experience at all levels of responsibility. During his career he has participated in the discovery of a variety of mineral deposits and has held senior positions with a number of public companies. He holds a Bachelor of Science (geology major) from McGill University.

Paul McRae – Mr. McRae is a corporate director with a distinguished global reputation in project and construction management in the mining industry for projects of all scales and complexities. His career spans more than 40 years and includes a track record of on time and on budget projects. Mr. McRae served as Project Manager on the highly successful De Beers Victor Project in Northern Ontario and has held leadership roles on numerous other projects through concept, construction and into operation in Australia, Canada, USA, Spain, Chile and Portugal. From 2012 to 2018 he served as Senior Vice-President Projects of Lundin Mining during which time he led the very successful Eagle Mine in Michigan's Upper Peninsula into production. Mr McRae also serves on the boards of Envirogold Global Limited and NexGold Mining Corporation (formerly Treasury Metals Inc). and has previously served on the boards of Southern Hemisphere Mining, Lundin Gold ,Bluestone Resources and Filo Mining.

Audit Committee Oversight

The audit committee has not made any recommendations to the board of directors to nominate or compensate any external auditor.

Reliance of Certain Exemptions

The Company's auditors have not provided any material non-audited services.

Pre-Approval Policies on Certain Exemptions

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Services Fees

The audit committee has reviewed the nature and amount of the services provided by Smythe LLP, Chartered Accountants. Fees incurred with Smythe LLP for audit services in the last fiscal year are outlined below:

Nature of Services	Fees Paid to Auditor in Year Ended December 31, 2023	Fees Paid to Auditor in Year Ended December 31, 2024
Audit Fees^{(1)}	$44,000	$52,000
Audit Related Fees^{(2)}	$0	$0
Tax Fees^{(3)}	$0	$0
All other Fees^{(4)}	$0	$0
Total	$44,000	$52,000

(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflect 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.

(2) "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.

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

(4) "All Other Fees" includes all other non-audit services.

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition and Reporting Obligations

Since the Company is a venture issuer, it relies on the exemption contained in section 6.1 of NI 52-110 from the requirements of Part 3 Composition of the Audit Committee (as described in 'Composition of the Audit Committee' above) and Part 5 Reporting Obligations of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in this Circular).

CORPORATE GOVERNANCE

General

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices.

The Board believes that good corporate governance improves corporate performances and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

Board of Directors

The Board of Directors (the "Board") facilitates its exercise of independent supervision over management by ensuring that the Board comprises a majority of independent directors. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment. The Board is comprised of five directors, three of which are considered to be independent. Hannah McDonald, Victor Tanaka and Paul McRae are considered to be independent directors for the purposes of NI 58-101 and the Company's Chair, Eira Thomas, and President and CEO, Gareth Thomas, are not considered to be independent.

The mandate of the Board is to act in the best interests of the Company and to supervise management. The Board is responsible for approving long-term strategic plans and annual operating budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. Any responsibility which is not delegated to management or to the committees of the Board remains with the Board. The Board meets on a regular basis consistent with the state of the Company's affairs and also from time to time as deemed necessary to enable it to fulfill its responsibilities.

Directorships

The following is a list of each director of the Company who is also a director of other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction:

Name of director	Other reporting issuers
Victor Tanaka	Impact Silver Corp.
Paul McRae	Nex Gold Mining Corporation (formerly Treasury Metals Inc).
EnviroGold Global Ltd.
McEwen Copper (a subsidiary of McEwen Mining)
Eira Thomas	North Arrow Minerals Inc.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company's properties, business and industry and on the responsibilities of directors. Board meetings may also include presentations by the Company's management and employees to give the directors additional insight into the Company's business.

Ethical Business Conduct

The Board has approved a Code of Business Conduct and Ethics (the "Code") to be followed by the Company's directors, officers, employees and principal consultants and those of its subsidiaries. The Code is also to be followed, where appropriate, by the Company's agents and representatives, including consultants where specifically required. The purpose of the Code is to, among other things, promote honest and ethical conduct, avoid conflict of interest, protect confidential or proprietary information and comply with the applicable government laws and securities rules and regulations.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this practise will be reviewed.

Compensation

The Board determines the compensation for the directors and Named Executive Officers ("NEOs"). A summary of the compensation received by the NEOs of the Company for the previous two financial years is provided in this Circular under the heading: "Statement of Executive Compensation". A summary of the compensation received by the directors for the financial year ended December 31, 2024 is provided in this Circular under the heading: "Compensation for Directors".

Other Board Committees

Other than the audit committee described in this Circular under the heading "Audit Committee", the Board has a Compensation and Corporate Governance Committee consisting of three members: Hannah McDonald, Victor Tanaka and Paul McRae (Chair).

Assessments

The Board regularly assesses its own effectiveness and the effectiveness and contribution of each Board committee member and Director.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis describes and explains the Company's policies and practices with respect to the 2024 compensation of its NEOs, being its President and Chief Executive Officer (the "CEO") Gareth Thomas, the Chief Financial Officer (the "CFO") Shaun Pollard, the Interim CFO (the "Interim CFO") Zara Boldt (each an NEO). In addition, Peter Fischl, Robin Hopkins and Sean Thompson are also considered NEOs as such term is defined in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers.

Compensation Philosophy, Objectives and Process

The primary goal of the Company's executive compensation process is to attract and retain the key executives necessary for its long-term success, to encourage executives to further the development of the Company and its operations, and to motivate top quality and experienced executives. The Company does not have a formal compensation program. The Board meets to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Company's compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and results with a view to increasing long-term shareholder value; (b) align management's interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other junior mineral exploration companies to enable the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior mineral exploration company without a history of earnings. The Board, as a whole, is responsible for determining that total compensation paid to all NEOs is fair and reasonable.

Analysis of Elements

The key elements of executive compensation awarded by the Company are base salary and/or management fees. There is no policy or target regarding cash and non-cash elements of the Company's compensation program. The directors are of the view that all elements should be considered, rather than any single element. The Company does not currently provide the executive officers with personal benefits nor does the Company provide any additional compensation to the NEOs for serving as directors or as members of other committees.

The compensation is established in such a way as to compensate the executive officers and other key employees considering the Company's objectives and performance. The Compensation Committee has not retained an independent firm to prepare comparative market data considering its size. However, the Compensation Committee considers the market in determining the overall compensation of executive officers. The analysis conducted by the Compensation Committee includes the publicly traded companies listed below.

Emphasis was placed on companies with a similar business approach to mineral exploration.

Cornish Metals Inc.
North Arrow Minerals Inc.
Blackrock Silver Corp.

Stock Options

The Company has an Equity Incentive Plan (the "Plan") for the granting of stock options to the directors, officers, employees and consultants of the Company. The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining and motivating such persons and to closely align the personal interest of such persons to that of the Company's shareholders. The allocation of options under the Plan is determined by the Board which, in determining such allocations, considers such factors as previous grants to individuals, overall company performance, peer company performance, share price performance, the business environment and labour market, the role and performance of the individual in question and, in the case of grants to non-executive directors, the amount of time directed to the Company's affairs and time expended for serving on the Company's audit committee.

The Company's Equity Incentive Plan which complies with the policies of the TSX Venture Exchange, is attached herewith as Schedule 'A' and is further discussed under "Equity Incentive Plan" on page 17.

A. General Provisions

In this section, "named executive officer" ("NEO") means:

(a) each individual who, in respect of the Company, during any part of the financial year ended December 31, 2024, served as chief executive officer ("CEO"), including an individual performing functions similar to a chief executive officer;

(b) each individual who, in respect of the Company, during any part of the financial year ended December 31, 2024, served as chief financial officer ("CFO"), including an individual performing functions similar to a chief financial officer;

(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the financial year ended December 31, 2024 whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation - Venture Issuers; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of the financial year ended December 31, 2024.

B. Compensation Discussion and Analysis

The Company's Compensation Committee, which is comprised of Paul McRae (Chair), Victor A. Tanaka and Hannah McDonald is responsible for the compensation program for the Company's NEOs. All members are considered "independent" as defined in NI 52-110. At the request of the Compensation Committee, other directors may, from time to time, provide recommendations to the Compensation Committee with respect to compensation for the Company's NEOs.

The compensation program's objectives are:

Attract and retain qualified and experienced executives to drive the continued development of the Company and its current and future mineral exploration assets, thereby creating shareholder value; and
Provide executives, through research and analysis, with appropriate salaries and incentives and encourage the achievement of specific milestones with respect to the development of the Company.

The deliberations of the Compensation Committee are private. Compensation for the Company's NEOs consists of: (i) base cash salary; (ii) cash bonus payments; and (iii) option grants pursuant to the Company's Equity Incentive Plan. The Company does not provide the NEOs with personal benefits nor does the Company provide any additional compensation to its NEOs for serving as directors of the Company.

C. Compensation for NEOs and Directors

The Company did not engage an independent compensation firm to provide the Compensation Committee with analysis on compensation and compensation metrics.

SUMMARY COMPENSATION TABLE

For Financial Years Ending December 31, 2024 and 2023

Name and Principal Position	Year Ended Dec 31	Salary ($)(1)	Share-based awards ($)	Option-based awards ($)(2)	Non-equity incentive plan compensation		Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans ($)	Long term incentive plans ($)
Gareth Thomas, President and CEO(3)	2024	$225,000	Nil	$55,000	Nil	Nil	Nil	Nil	$280,000
	2023	$225,000	Nil	$100,000	Nil	Nil	Nil	Nil	$325,000
Shaun Pollard, CFO(4)	2024	$225,000	Nil	$55,000	Nil	Nil	Nil	Nil	$280,000
	2023	$225,000	Nil	$100,000	Nil	Nil	Nil	Nil	$325,000
Zara Boldt, Interim CFO(5)	2024	$35,000	Nil	Nil	Nil	Nil	Nil	Nil	$35,000
	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Peter Fischl, NEO(6)	2024	$196,153	Nil	$22,000	$16,667	Nil	Nil	Nil	$234,820
	2023	$199,167	Nil	$60,000	$16,000	Nil	Nil	Nil	$275,167
Robin Hopkins, NEO(6)	2024	$175,760	Nil	$22,000	$14,647	Nil	Nil	Nil	$211,807
	2023	$175,760	Nil	$40,000	$13,500	Nil	Nil	Nil	$229,260
Sean Thompson, NEO(6)	2024	$160,000	Nil	$22,000	$13,333	Nil	Nil	Nil	$195,333
	2023	$160,000	Nil	$40,000	$13,500	Nil	Nil	Nil	$213,500

Notes:

(1) the value of perquisites and benefits, if any, for each Named Executive Officer was less than the lesser of $50,000 and 10% of the total annual salary and bonus.
(2) the value of the option-based award was determined using the Black-Scholes option-pricing model (2024 - $0.11 per share; 2023 - $0.20 per share)
(3) Mr. Gareth Thomas ceased to be President & CEO effective April 30, 2025. He remains a director.
(4) Mr. Shaun Pollard was suspended with pay effective September 16, 2024. Mr. Pollard and the Company entered into a mutual separation agreement with an effective date of January 31, 2025.
(5) Ms. Zara Boldt was appointed Interim CFO effective September 16, 2024 and CFO and Corporate Secretary effective January 31, 2025.
(6) NEO definition, paragraph d.

Incentive Plan Exercises – NEOs

There were no exercises under the Company's equity incentive plan during the year ended December 31, 2024 by the NEOs.

OPTION REPRICING

No stock options were repriced during the financial year ended December 31, 2024

PENSION PLAN BENEFITS

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY & EMPLOYMENT CONTRACTS

As at December 31, 2024, there were no agreements in place which provided for certain payments to NEOs in the event of termination without cause, or termination in the event of a change of control.

COMPENSATION OF DIRECTORS

The following table sets forth all amounts of compensation provided to directors who were not NEOs of the Company during the Company's two most recently completed financial year ends.

Name (1)	Year	Fees Earned ($) (2)	Share-Based Awards ($)	Option-Based Awards ($) (3)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
D. Grenville Thomas (4)	2024	Nil	Nil	$27,500	Nil	Nil	Nil	$27,500
	2023	$11,589	Nil	$50,000	Nil	Nil	Nil	$61,589
Victor Tanaka	2024	$13,200	Nil	$27,500	Nil	Nil	Nil	$40,700
	2023	$13,058	Nil	$50,000	Nil	Nil	Nil	$63,058
Hannah McDonald	2024	$13,200	Nil	$27,500	Nil	Nil	Nil	$40,700
	2023	$13,058	Nil	$50,000	Nil	Nil	Nil	$63,058
Paul McRae	2024	$13,200	Nil	$27,500	Nil	Nil	Nil	$40,700
	2023	$13,058	Nil	$50,000	Nil	Nil	Nil	$63,058
Eira Thomas (5)	2024	$13,200	Nil	$128,000	Nil	Nil	Nil	$141,200
	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

As noted above, this table does not include directors that are also NEOs. Mr. Gareth Thomas was both a director and an NEO during the years ended December 31, 2024 and 2023. He is compensated as an NEO. He does not receive any compensation for serving as a director of the Company.
Directors do not receive any perquisites or benefits..
The value of the option-based award was determined using the Black-Scholes option-pricing model (2024 - $0.11/share; 2023 - $0.20/share)..
Mr. D. Grenville Thomas retired from the Board on January 24, 2024.
Ms. Eira Thomas was appointed to the Board on January 24, 2024

Equity Compensation Plan Exercises - Directors

There were no exercises under the Company's equity incentive plan during the year ended December 31, 2024, by directors.

Equity Compensation Plan Awards: Outstanding share-based awards and option-based awards

The following table sets forth information concerning all awards outstanding under the Company's equity incentive plan as at December 31, 2024, including awards granted prior to the most recently completed financial year to each of the NEOs and Directors of the Company.

Name	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value(1) of Unexercised In-The-Money Options($)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value(1) of Share-Based Awards That Have Not Vested ($)
Gareth Thomas CEO(2) and Director	150,000	0.70	Apr 22, 2026	Nil	Not Applicable
	500,000	0.35	Mar 20, 2028	Nil
	500,000	0.25	Mar 29, 2029	Nil
Shaun Pollard, CFO	150,000	0.70	Apr 22, 2026	Nil	Not Applicable
	500,000	0.35	Mar 20, 2028	Nil
	500,000	0.25	Mar 29, 2029	Nil
Zara Boldt, Interim CFO	Nil	N/A	N/A	N/A	Not Applicable
Peter Fischl, NEO	200,000	0.70	Apr 22, 2026	Nil	Not Applicable
	300,000	0.35	Mar 20, 2028	Nil
	200,000	0.25	Mar 29, 2029	Nil
Robin Hopkins, NEO	200,000	0.70	Apr 22, 2026	Nil	Not Applicable
	200,000	0.35	Mar 20, 2028	Nil
	200,000	0.25	Mar 29, 2029	Nil
Sean Thompson, NEO	300,000	0.70	Apr 22, 2026	Nil	Not Applicable
	200,000	0.35	Mar 20, 2028	Nil
	200,000	0.25	Mar 29, 2029	Nil
D. Grenville Thomas Director	150,000	0.70	Apr 22, 2026	Nil	Not Applicable
	250,000	0.35	Mar 20, 2028	Nil
	250,000	0.25	Mar 29, 2029	Nil
Victor Tanaka, Director	150,000	0.70	Apr 22, 2026	Nil	Not Applicable
	250,000	0.35	Mar 20, 2028	Nil
	250,000	0.25	Mar 29, 2029	Nil
Hannah McDonald, Director	150,000	0.70	Apr 22, 2026	Nil	Not Applicable
	250,000	0.35	Mar 20, 2028	Nil
	250,000	0.25	Mar 29, 2029	Nil
Paul McRae, Director	400,000	0.50	Nov 29, 2026	Nil	Not Applicable
	250,000	0.35	Mar 20, 2028	Nil
	250,000	0.25	Mar 29, 2029	Nil

This amount is the excess of the market value of the Company's shares on December 31, 2024, over the exercise price of the options. The last trading price of the Company's shares at its financial year ended December 31, 2024, was $0.105.
Mr. Gareth Thomas ceased to be the President & CEO as of April 30, 2025. He remains a director of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is its equity incentive plan (the "Plan"). The Plan has been established to attract and retain employees, consultants, officers or directors to the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company. The Plan is administered by the directors and Compensation Committee of the Company. The Plan provides that the number of Shares issuable under the 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. All options expire on a date not later than five years after the date of grant of such option.

EQUITY COMPENSATION PLAN INFORMATION AS AT DECEMBER 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
Equity compensation plans approved by security holders	12,495,000	$0.40	6,337,092
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	12,495,000	$0.40	6,337,092

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No person who is or at any time during the most recently completed financial year was a director, executive officer or senior officer of the Company, no proposed nominee for election as a director of the Company, and no associate of any of the foregoing persons has been indebted to the Company at any time since the commencement of the Company's last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as previously disclosed in the Information Circular, no informed person (a director, officer or holder of 10% of more of the Shares) or proposed nominee for election as a director of the Company or an associate or affiliate of any such informed person or proposed nominee, has any material interest, direct or indirect, in any material transaction since the commencement of the Company's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

EQUITY INCENTIVE PLAN

On June 24, 2024, the Company's shareholders approved a “10% rolling equity incentive plan” (the “Plan”) which allows for the issuance of incentive stock options (“Options”), deferred share units (“DSUs”), performance share units (“PSUs”), restricted share units (“RSUs”), stock appreciation rights (“SARs”) and stock purchase rights (collectively, “Awards”). Pursuant to the Plan, the maximum number of shares of the Company (“Shares”) reserved for issuance, together with all of the Company’s other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of shares, shall not exceed 10% of the issued and outstanding Shares as at the date of grant of any Award (the “Maximum Amount”).

Directors and officers of the Company and its subsidiaries, employees of the Company and its subsidiaries, any other person or company engaged to provide ongoing management or consulting services for the Company or for any entity controlled by the Company, and any person who is providing ongoing management or consulting services to the Company or to any entity controlled by the Company indirectly through a company that is providing management or consulting services is eligible to receive stock options under the Plan.

The purpose of the Plan is to attract, retain and motivate management, directors, employees and other service providers by providing them with an opportunity, through share options, to acquire an interest in the Company and benefit from its growth.

The following is a description of the Company's Plan, for which shareholder approval is being sought at the Meeting. No changes have been made to the Plan since it was last approved by the Company's shareholders. The material terms of the Plan are as follows:

All directors, officers, employees and directors, consultants, management company employees and certain other persons (each, a “Participant”) are eligible to participate. Eligibility to participate does not confer any person any right to receive any grant of an Award. The extent to which any person is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and absolute discretion of the Company's board of directors (the “Board”) or applicable committee thereof.
Awards of Options, RSUs, PSUs, DSUs, SARs, and stock purchase rights may be made under the Plan.
No Awards granted under the Plan or any right thereunder or in respect thereof will be transferable or assignable, other than upon the death of the Participant.
The maximum number of Shares issuable under the Plan shall not exceed the Maximum Amount.
Awards will be subject to such vesting requirements as may be prescribed by the TSX Venture Exchange (“TSXV”) and such additional vesting provisions as the Board may determine. In the event of the death of a Participant, Shares represented by RSUs held by the Participant, calculated on a pro-rata basis as to the number of days passed under the vesting restrictions, will then be immediately issued by the Company to the legal representative of the Participant. In the event of the death of a Participant, Shares issuable upon exercise of Options must have vested as at the date of the Participant's death unless otherwise determined by the Board. In the event of a Change of Control (as defined in the Plan), the Board may, subject to any required approval of the TSXV, accelerate the dates upon which any or all outstanding Awards will vest and be exercisable or settled.
The exercise price of any Options will be determined by the Board but will not be less than the Discounted Market Price (as defined in TSXV policies) as of the date of grant. The appreciation of a SAR is calculated as the difference between the Fair Market Value of a common share of the Company at the Exercise Date over the Base Price (as those terms are defined in the Plan) fixed by the Board.

No security based compensation entitles the holder thereof to any Shareholder rights (including without limitation voting rights, dividend entitlement or rights on liquidation) until such time as the underlying Shares are issued to such Participant. Subject to sections 4.8, 5.4 and 6.8 of the Plan, no adjustment will be made for dividends or other Shareholder rights for which the record date is prior to the date such underlying Shares have been issued.
The Board may permit a Participant, other than those providing investor relations services, the right to exercise Options on a cashless or net exercise basis.
The term of any Options will be fixed by the Board at the time such Options are granted, provided that Options and SARs will not be permitted to exceed a term of 10 years.
If the holder of Options:

(a) dies while employed or engaged by, or while a director of, the Company or a Designated Affiliate (as defined in the Plan), any Option held by him or her at the date of death which is then eligible to be exercised will become exercisable in whole or in part, but only by the person or persons to whom the optionee's rights under the Option shall pass by their will or applicable laws of descent and distribution. Unless otherwise determined by the Board, all such Options will be exercisable only to the extent that the optionee was entitled to exercise the Option at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the exercise period of the Options, whichever is sooner;

(b) ceases to be employed or engaged by, or a director of, the Company or a Designated Affiliate, for cause, no Option held by such optionee will, unless otherwise determined by the Board, be exercisable following the date on which such optionee ceases to be so engaged; or

(c) ceases to be employed or engaged by, or a director of, the Company or a Designated Affiliate, for any reason other than cause then, unless otherwise determined by the Board, any Option held by such optionee which was then eligible to be exercised at the effective date thereof will become exercisable for a period of 90 days thereafter or prior to the expiration of the exercise period of the Options, whichever is sooner.

In the event of the retirement or termination of a Participant from all such roles with the Company:

(a) during the Restricted Period (as defined in the Plan), any RSUs held by the Participant will immediately terminate; provided, however, that the Board will have the absolute discretion to modify the grant of the RSUs to provide that the Restricted Period will terminate immediately prior to the date of such occurrence; and

(b) following the Restricted Period, the Participant will be entitled to receive Shares in satisfaction of the RSUs then held by the Participant.

If a Participant ceases to be an employee or director, as applicable, during the Performance Period (as defined in the Plan) because of retirement or termination, all PSUs previously awarded to the Participant will be forfeited and cease to be credited to the Participant on the date of the retirement or termination, as the case may be; however, the Board will have the absolute discretion to modify the grant of the PSUs to provide that the Performance Period would, for any PSUs granted not less than one year earlier, end at the end of the calendar quarter immediately before the date of the retirement or termination, as the case may be, and the amount payable to the Participant will be calculated as of such date.
If the holder of a SAR:

(a) dies while employed or engaged by, or while a director of, the Company or a Designated Affiliate, any SAR held by him or her at the date of death which is then eligible to be exercised will become exercisable in whole or in part, but only by the designated beneficiary person or to whom the Participant's rights under the SAR shall pass by the Participant's will or applicable laws of descent and distribution. Unless otherwise determined by the Board, all such SARs will be exercisable only to the extent that the Participant was entitled to exercise the SARs at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the term in respect thereof, whichever is sooner.

(b) ceases to be employed or engaged by, or a director of, the Company or a Designated Affiliate, for cause, no SAR held by such Participant will, unless otherwise determined by the Board, be exercisable following the date on which such Participant ceases to be so engaged; or

(c) ceases to be employed or engaged by, or a director of, the Company or a Designated Affiliate, for any reason other than cause then, unless otherwise determined by the Board, any SAR held by such Participant which was then eligible to be exercised at the effective date thereof will become exercisable for a period of up to 90 days thereafter or prior to the expiration of the term in respect thereof, whichever is sooner.

No more than (i) 5% of the issued shares may be granted under Awards to any one individual in any 12 month period; and (ii) 2% of the issued shares may be granted under Awards to a consultant, or an employee performing investor relations activities, in any 12 month period.
Disinterested shareholder approval must be obtained for (i) most changes to the Plan, (ii) exceeding limits under the Plan, and (iii) amending outstanding Awards granted to Insiders (as defined in TSXV Policy 1.1 Interpretation).
If there is a declaration of stock dividend of Shares or any change in the Shares through, without limitation, any consolidation, subdivision, or reclassification or recapitalization of Shares, or adjustments related to an amalgamation, merger, arrangement, reorganization or spin-off, the number of Shares available under the Plan, the Shares subject to any Award, and the exercise price of any Option will be adjusted as determined to be appropriate by the Board, subject to the prior acceptance of the TSXV, if required.

ADDITIONAL INFORMATION

The audited financial statements of the Company for the year ended December 31, 2024 and the report of the auditor thereon will be placed before the Meeting.

Additional information relating to the Company is available at www.sedarplus.ca. Shareholders may contact the Company at 1056 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2 to request copies of the Company's financial statements and MD&A. Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year which are filed on SedarPlus.

BOARD APPROVAL

The contents of this Information Circular have been approved and its mailing has been authorized by the directors of the Company.

SCHEDULE ‘A’

WESTHAVEN GOLD CORP.
(the “Corporation”)

EQUITY INCENTIVE PLAN
(10% rolling Security Based Compensation Plan)

May 7, 2025

WESTHAVEN GOLD CORP.
(the "Corporation")

EQUITY INCENTIVE PLAN

PART 1 INTERPRETATION

1.1 Definitions

"Affiliate" has the meaning given in Exchange Policy 1.1.

"Applicable Laws" means all legal requirements relating to the administration of equity compensation plans, if any, under applicable corporate laws, any applicable provincial securities laws and the rules and regulations promulgated thereunder, the requirements of the Exchange, and the laws of any foreign jurisdiction applicable to securities granted to residents therein.

"Associate" has the meaning given in Exchange Policy 1.1.

"Award" means any right granted under the Plan, including Options, DSUs, RSUs, PSUs, SARs and Stock Purchase Rights.

"BCA" means the Business Corporations Act (British Columbia).

"Blackout Period" means a period in which the trading of Shares or other securities of the Corporation is restricted pursuant to its internal trading policies, which has been formally imposed by the Corporation as a result of the bona fide existence of undisclosed material information; and which expires following the general disclosure of the undisclosed material information.

"Board" means the board of directors of the Corporation or a committee of the Board to which a responsibility or power has been delegated pursuant to section 12.1(b)(iv) hereto.

"Cashless Exercise Right" has the meaning given in section 3.9 of the Plan.

"Change of Control" means the occurrence and completion of any one or more of the following events:

(a) the Corporation shall not be the surviving entity in a merger, amalgamation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Corporation);

(b) the Corporation shall sell or otherwise transfer, including by way of the grant of a leasehold interest or joint venture interest (or one or more subsidiaries of the Corporation shall sell or otherwise transfer, including without limitation by way of the grant of a leasehold interest or joint venture interest) property or assets (i) aggregating more than 50% of the consolidated assets (measured by either book value or fair market value) of the Corporation and its subsidiaries as at the date of disposition, or (ii) which currently generate or are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and its subsidiaries, to any other person or persons (other than one or more Designated Affiliates of the Corporation), in which case the Change of Control shall be deemed to occur on the date of transfer of the assets representing one dollar more than 50% of the consolidated assets in the case of clause (i) or 50% of the consolidated operating income or cash flow in the case of clause (ii), as the case may be;

(d) any person, entity or group of persons or entities acting jointly or in concert acquires or gains ownership or control (including, without limitation, the power to vote) of more than 50% of the Corporation's outstanding voting securities; or

(e) as a result of or in connection with: (i) a contested election of directors, or; (ii) a transaction referred to in subparagraph (a) above, the persons who were directors of the Corporation before such election or transaction shall cease to constitute a majority of the directors.

For the purposes of the foregoing, "voting securities" means Shares and any other shares entitled to vote for the election of directors and shall include any securities, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

"Charitable Organization" means "charitable organization" as defined in the Tax Act.

"Charitable Stock Option" means any Stock Option granted to an Eligible Charitable Organization.

"Code" means the United States Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding guidance thereunder.

"Consultant" means an individual (other than a Director, Officer or Employee of the Corporation or of any of its subsidiaries) or Consultant Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a distribution of securities;

(b) provides the services under a written contract between the Corporation or any of its subsidiaries; and

(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

"Consultant Company" means a Consultant that is a corporation.

"Corporation" means Westhaven Gold Corp., a company incorporated under the laws of British Columbia.

"Deferred Payment Date" for a Participant means the date after a Restricted Period which is the earlier of (i) the date which the Participant has elected to defer receipt of Shares under an RSU in accordance with section 4.4 of the Plan, and (ii) the Separation Date for that Participant.

"Deferred Share Unit" or "DSU" means a right granted to a Participant by the Corporation as compensation for employment or consulting services or services as a Director or Officer, to receive by way of a DSU Payment, for no additional cash consideration, securities of the Corporation on a deferred basis (which is typically after the earliest of the Retirement, termination of employment or death of the Participant), evidenced by a DSU Agreement.

"Designated Affiliate" means subsidiaries of the Corporation designated by the Board from time to time for purposes of the Plan.

"Director" means a director of the Corporation or an Affiliate.

"Director Retirement" in respect of a Participant, means the Participant ceasing to hold any directorships with the Corporation, any Designated Affiliate and any entity related to the Corporation for purposes of the Tax Act as a result of retirement in a manner or on such basis as acceptable to the Corporation.

"Director Separation Date" means the date that a Participant ceases to hold any directorships with the Corporation or any Designated Affiliate due to a Director Retirement or Director Termination and also ceases to serve as an Employee or Consultant with the Corporation, any Designated Affiliate or any entity related to the Corporation for the purposes of the Tax Act.

"Director Termination" means the removal of, resignation or failure to re-elect the Director (excluding a Director Retirement) as a director of the Corporation, a Designated Affiliate and any entity related to the Corporation for purposes of the Tax Act.

"Disability" means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months which causes an individual to be unable to engage in any substantial gainful activity.

"Discounted Market Price" has the meaning ascribed in Exchange Policy 1.1, as clarified in Exchange Policy 4.4.

"Disinterested Shareholder Approval" means approval by a majority of the votes cast by shareholders of the Corporation or their proxies at a duly called general meeting or by a signed consent resolution evidencing that the majority of the shareholders are in favour of a proposal, excluding votes attaching to securities beneficially owned by persons to whom Options may be granted pursuant to the Plan and their Associates and, for purposes of the Plan, holders of non-voting and subordinate voting securities (if any) will be given full voting rights on a resolution which requires disinterested shareholder approval.

"DRS" means Direct Registration System.

"DSU Agreement" means a written confirmation or agreement, in such form(s) adopted by the Board from time to time, in physical or electronic format (including by way of an entry in any electronic incentive compensation system maintained by the Corporation or a third party service provider on its behalf), setting out the terms and conditions relating to a Deferred Share Unit and entered into in accordance with section 5.2 of the Plan.

"DSU Payment" means, subject to any adjustment in accordance with section 5.4 of the Plan, the issuance to a Participant of one previously unissued Share for each whole DSU credited to such Participant.

"Effective Date" means May 11, 2022, being the date upon which the Plan was adopted by the Board.

"Eligible Charitable Organization" means: (i) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation; or (ii) a Registered National Arts Service Organization (as all of such terms are defined in the Tax Act).

"Employee" means a person (who may be an Officer or Director) who is:

(a) an individual who is considered an employee of the Corporation or of its subsidiary under the Tax Act and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

(b) an individual who works full-time for the Corporation or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or

(c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source,

whether or not they have a written employment contract with the Corporation or a subsidiary, determined by the Board as employees eligible for participation in the Plan. Employees also include Service Providers eligible for participation in the Plan as determined by the Board.

"Exchange" means the TSX Venture Exchange, or any successor entity, which is the principal stock exchange on which the Shares are listed for trading.

"Exchange Policies" mean the policies contained in the Exchange's Corporate Finance Manual, as amended from time to time.

"Exercise Value" has the meaning given in section 7.1 of the Plan.

"Fair Market Value" with respect to Shares as of any date, means the closing market price of the Shares on the trading day prior to such date, and for the purposes of establishing the exercise price per Share of any Option, or the value of any Share underlying a RSU, DSU or PSU on the grant date, the Fair Market Value means the closing market price of the Shares on the trading day prior to the date of grant of the applicable Award.

"Insider" means (a) a Director or senior Officer of the Corporation, (b) a director or senior officer of a company that is an Insider or subsidiary of the Corporation; or (c) a Person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares.

"Investor Relations Activities" has the meaning ascribed in Exchange Policy 1.1.

"Investor Relations Service Provider" includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

"Issued Shares" means the number of Shares of the Corporation that are issued and outstanding on a non-diluted basis at a particular point in time.

"Management Company Employee" means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing operation of the business enterprise of the Corporation.

"Multiplier(s)" means the factor(s) by which a Participant's PSUs may be multiplied, as determined by the Board and set out in the applicable PSU Agreement, commonly based on performance measures.

"Net Exercise Right" has the meaning ascribed to it in section 3.8.

"Normal Course Issuer Bid" has the meaning ascribed to it in TSXV Policy 5.6 Normal Course Issuer Bids.

"Officer" means any of the Corporation's chief executive officer, chief financial officer, president, vice president, secretary, treasurer, manager, comptroller and any other person routinely performing corresponding functions and/or policy making functions with respect to the Corporation or its subsidiaries, and includes a Management Company Employee that provides the services of an Officer.

"Option Period" means the period during which a Stock Option is outstanding. "Option Shares" has the meaning given in section 3.8 of the Plan.

"Optionee" means a Participant to whom a Stock Option has been granted under the Plan.

"Participant" means a Director, Officer, Employee, Management Company Employee, Consultant, Consultant Company, or Eligible Charitable Organization that is the recipient of an Award granted or issued by the Corporation.

"Performance Period" means the period provided for in section 6.3 of the Plan.

"Performance Share Unit" or "PSU" means a right granted to a Participant by the Corporation as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Corporation upon specified vesting criteria being satisfied (which are typically performance based) and which may provide that, upon vesting, the award may be paid in cash and/or Shares; represented by a PSU Agreement evidencing the right of such Participant to receive the value of one Share at the time of payment, multiplied by any applicable Multiplier(s).

"Person" means a natural person, firm, corporation, government, or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities, such syndicate or group shall be deemed to be a Person.

"Plan" means this equity incentive plan, as it may be amended and restated from time to time.

"PSU Agreement" means a written confirmation or agreement, in such form(s) adopted by the Board from time to time, in physical or electronic format (including by way of an entry in any electronic incentive compensation system maintained by the Corporation or a third party service provider on its behalf), setting out the terms and conditions relating to a Performance Share Unit and entered into in accordance with section 6.1 of the Plan.

"Restricted Period" means any period of time that a Restricted Share Unit is not vested and the Participant holding such Restricted Share Unit remains ineligible to receive the relevant Shares, determined by the Board in its absolute discretion; however, such period of time may be reduced or eliminated from time to time and at any time (subject to being not less than 12 months) and for any reason as determined by the Board, including, but not limited to, circumstances involving the death or disability of a Participant.

"Restricted Share Unit" or "RSU" means a right granted to a Participant as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, securities of the Corporation upon specified vesting criteria being satisfied (which are typically time based) and which may provide that, upon vesting, the award may be paid in cash and/or Shares, represented by an RSU Agreement evidencing the right of such Participant to receive the value of one Share at the time of payment.

"Retirement" in respect of an Employee or Officer, means ceasing to hold any employment or engagement with the Corporation or any Designated Affiliate as a result of retirement in a manner or on such basis as acceptable to the Corporation.

"RSU Agreement" means a written confirmation or agreement, in such form(s) adopted by the Board from time to time, in physical or electronic format (including by way of an entry in any electronic incentive compensation system maintained by the Corporation or a third party service provider on its behalf), setting out the terms and conditions relating to a Restricted Share Unit and entered into in accordance with section 4.2 of the Plan.

"SAR" or "Stock Appreciation Right" means a right granted to a Participant as compensation for employment or consulting services or services as a Director or Officer, to receive cash and/or Listed Shares of the Corporation based wholly or in part on appreciation in the trading price of the Corporation's Shares.

"Separation Date" means the date that a Participant ceases to be eligible to be a Participant under the Plan.

"Service Agreement" means any written agreement between a Participant and the Corporation or any subsidiary of the Corporation (as applicable), in connection with that Participant's employment, service or engagement as a Director, Officer, Employee or Consultant or the termination thereof, as amended, replaced or restated from time to time.

"Service Provider" means any person or company engaged by the Corporation or a Designated Affiliate to provide services for an initial, renewable or extended period of 12 months or more.

"Shareholder" means a holder of Shares.

"Shares" means the common shares of the Corporation.

"Specified Employee" means a U.S. Taxpayer who meets the definition of "specified employee", as defined in Section 409A(a)(2)(B)(i) of the Code.

"Stock Option" or "Option" means a right granted to a Participant to acquire Shares at a specified price for a specified period of time.

"Stock Option Agreement" means a written certificate, confirmation or agreement, in such form(s) adopted by the Board from time to time, in physical or electronic format (including by way of an entry in any electronic incentive compensation system maintained by the Corporation or a third party service

provider on its behalf), setting out the terms and conditions relating to a Stock Option and entered into in accordance with Part 3.

"Stock Purchase Right" means the provision by the Corporation of financial assistance or pursuant to which a Participant is allowed to purchase securities of the Corporation (often at a discount to Fair Market Value), or pursuant to which the Participant is entitled to receive additional securities of the Corporation upon subscribing for a pre-established number of Shares, which securities may be issued from the treasury or purchased on the secondary market.

"Tax Act" means the Income Tax Act (Canada) as amended from time to time.

"Termination" means the termination of the employment or engagement (or consulting services) of an Employee or Officer with or without cause by the Corporation or a Designated Affiliate or the cessation of employment or engagement (or consulting services) of the Employee or Officer with the Corporation or a Designated Affiliate as a result of resignation or otherwise, other than as a Retirement.

"U.S. Taxpayer" means a Participant who is a U.S. citizen, U.S. permanent resident or other person who is subject to taxation on their income under the Code.

"VWAP" means the volume weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the applicable date, excluding (where required by the Exchange) internal crosses and certain other special trades.

1.2 Interpretation

(a) The Plan shall be governed, construed and administered solely in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
(b) Whenever the Board (or Board committee, as the case may be) is to exercise discretion in the administration of the terms and conditions of the Plan, the term "discretion" means the sole and absolute discretion of the Board (or Board committee, as the case may be).
(c) Where the word "including" or "includes" is used in the Plan, it means "including (or includes) without limitation".
(d) Words importing the singular include the plural and vice versa, and words importing any gender include any other gender.

Unless otherwise specified, all monetary references are to Canadian dollars.

PART 2 PURPOSE

2.1 Establishment of the Plan

The Corporation hereby establishes the Plan to govern the grant, administration and exercise of security based compensation which may be granted to eligible Participants. The maximum number of Shares issuable under the Plan shall not exceed 10% of the number of Issued Shares as of the date of each grant hereunder, inclusive of all Shares then reserved for issuance pursuant to previously granted stock options or security based compensation plans.

2.2 Principal Purposes

The principal purposes of the Plan are to provide the Corporation with the advantages of the incentive inherent in share ownership on the part of Directors, Officers, Employees and Consultants responsible for the continued success of the Corporation; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Corporation; to encourage such individuals to remain with the Corporation; and to attract new Directors, Officers, Employees and Consultants to the Corporation.

2.3 Available Awards

Awards that may be granted under the Plan include Options, Deferred Share Units, Restricted Share Units, Performance Share Units, Share Appreciation Rights and Stock Purchase Rights.

PART 3 STOCK OPTIONS

3.1 Participation

The Corporation may from time to time grant Stock Options pursuant to and in accordance with the Plan.

3.2 Price

The exercise price per Share of any Stock Option shall be not less than the Discounted Market Price. If the Corporation does not issue a news release to announce the grant and the exercise price of a Stock Option, the Discounted Market Price will be the last closing price of the Corporation's Shares before the date of grant of the Stock Option less the applicable allowable discount. The exercise price cannot be established unless the Stock Options are allocated to one or more particular Participants.

3.3 Grant of Options

The Board may at any time authorize the granting of Options to such Directors, Officers, Employees, Management Company Employees, Consultants, Consultant Companies, and/or Eligible Charitable Organizations as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan. The date of grant of an Option shall be the date such grant was approved by the Board. The grant of an Option to, and acceptance of the Option by, an Employee, Management Company Employee or Consultant will be confirmation by the Corporation and the Participant that the Participant is a bona fide Employee, Management Company Employee or Consultant (as the case may be).

Each Option granted to a Participant shall be evidenced by a Stock Option Agreement with terms and conditions consistent with the Plan and as approved by the Board (and in all cases which terms and conditions need not be the same in each case, and may be changed from time to time subject to any required approval of Disinterested Shareholders and the Exchange).

3.4 Terms of Options

The Option Period shall be for such term as the Board may determine at the date of grant, provided that:

(a) Stock Options can be exercisable for a maximum of 10 years from the date of grant (subject to extension where the expiry date falls within a Blackout Period);

(b) the term may thereafter be reduced with respect to any such Option as provided for herein regarding termination of employment/engagement or death of the Optionee; and

(c) should the expiry date of the Option Period in respect of any outstanding Option occur during a Blackout Period, the expiry date of such Option Period shall be deemed to be the date that is the tenth business day following the expiry of the Blackout Period provided that the automatic extension of an Option will not be permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under Applicable Laws) in respect of the Corporation's securities.

3.5 Vesting

Unless otherwise determined by the Board at the time of grant, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows:

(a) at any time during the first six months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to the Optionee's Option; and

(b) at any time during each subsequent six-month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to the Optionee's Option plus any Shares not purchased in accordance with the preceding paragraph (a) and this paragraph (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable.

3.6 Other Restrictions

The exercise of any Option will be contingent upon the Optionee having entered into a Stock Option Agreement with the Corporation on such terms and conditions as have been approved by the Board and which incorporates by reference the terms of the Plan. The exercise of any Option will, subject to sections 3.8 and 3.9 of the Plan, also be contingent upon receipt by the Corporation of cash payment of the full purchase price of the Shares being purchased.

3.7 Exercise of Options

Subject to section 3.10 of the Plan, and subject to any limitations or conditions imposed upon an Optionee pursuant to the Stock Option Agreement or the Plan, an Optionee may exercise an Option, prior to the expiry date thereof, by giving written notice thereof to the Corporation at its principal place of business or as otherwise indicated by the Corporation in writing. Subject to sections 3.8, and 3.9 of the Plan, the said notice shall be accompanied by full payment of the Option Price to the extent the Option is so exercised, and full payment of any amounts the Corporation determines must be withheld for tax purposes from the Optionee pursuant to the Stock Option Agreement. Such payment shall be in lawful money in the currency as stated in the Stock Option Agreement (or, if not so stated, in Canadian dollars), in cash or by wire transfer or certified cheque. As soon as practicable after exercise of an Option in accordance herewith, the Corporation shall issue a certificate or DRS statement evidencing the Shares with respect to which the Option has been exercised. Upon due exercise of an Option, the Optionee shall be entitled to all rights to vote or receive dividends or any other rights as a shareholder with respect to such Shares.

3.8 Net Exercise Right

Subject to the final paragraph of this section 3.8, Participants, other than Investor Relations Service Providers, have the right to request in writing delivered to the Corporation (the "Net Exercise Right") the termination of an Option, in whole or in part, and, in lieu of receiving the Shares (the "Option Shares") to which such terminated Option relates, to receive the number of Shares, disregarding fractions, which is equal to the quotient obtained by:

(a) subtracting the applicable Option exercise price per Share from the VWAP per Share on the business day immediately prior to the exercise of the Net Exercise Right and multiplying the remainder by the number of Option Shares; and
(b) dividing the product obtained under section 3.8(a) of the Plan by the VWAP per Share on the business day immediately prior to the exercise of the Net Exercise Right.

A Net Exercise Right is exercisable only to the extent and on the same conditions that the related Option is exercisable under the Plan.

Exercise of an Option by use of the Net Exercise Right, in each instance, is conditional upon consent of the Corporation, and the Board will not be obliged to allow for use of the Net Exercise Right or to provide reasons for not allowing use thereof.

3.9 Cashless Exercise Right

Subject to the final paragraph of this section 3.9, Participants have the right (the "Cashless Exercise Right"), by notice in writing delivered by the Participant to the Corporation, to elect to exercise the Cashless Exercise Right in connection with the exercise of Options and thereupon the brokerage firm with which the Corporation has an arrangement will (i) loan the applicable sum of money to the Participant in order to purchase the Shares underlying the Options being exercised (such funds being delivered by the brokerage firm to the Corporation), and (ii) sell a sufficient number of the Shares issued upon exercise of the Options in order to repay its loan made to the Participant (which Shares shall be delivered by the Corporation to the brokerage firm). The Corporation will, as soon as practicable thereafter, deliver to the Participant the balance, if any, of the Shares relating to the exercised Options.

If a Participant exercises a Cash Exercise Right in connection with an Option, it is exercisable only to the extent and on the same conditions that the related Option is exercisable under the Plan.

Exercise of an Option by use of the Cashless Exercise Right, in each instance, is conditional upon consent of the Corporation, and the Board will not be obliged to allow for use of the Cashless Exercise Right or to provide reasons for not allowing use thereof.

3.10 Effect of Termination of Employment or Death

If an Optionee:

(a) dies while employed or engaged by, or while a director of, the Corporation or a Designated Affiliate, any Option held by him or her at the date of death which is then eligible to be exercised shall become exercisable in whole or in part, but only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or applicable laws of descent and distribution. Unless otherwise determined by the Board, all such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner;

(b) ceases to be employed or engaged by, or a director of, the Corporation or a Designated Affiliate, for cause, no Option held by such Optionee will, unless otherwise determined by the Board, be exercisable following the date on which such Optionee ceases to be so engaged; or

(c) ceases to be employed or engaged by, or a director of, the Corporation or a Designated Affiliate, for any reason other than cause then, unless otherwise determined by the Board, any Option held by such Optionee which was then eligible to be exercised at the effective date thereof shall become exercisable for a period of 90 days thereafter or prior to the expiration of the Option Period in respect thereof, whichever is sooner.

3.11 Effect of Amalgamation or Merger

If the Corporation amalgamates or otherwise completes a plan of arrangement or merges with or into another corporation, any Shares receivable on the exercise of an Option shall be adjusted, subject to receipt of any required Exchange approval, to give the Participant the ability to acquire, upon exercise of the Option, including payment, the securities, property or cash which the Participant would have received upon such amalgamation, arrangement or merger if the Participant had exercised the Option immediately prior to the record date applicable to such amalgamation, arrangement or merger, and the option price shall be adjusted appropriately by the Board and such adjustment shall be binding for all purposes of the Plan. No acceleration of the vesting provisions of Stock Options granted to Investor Relations Service Providers is permitted without prior Exchange acceptance.

3.12 Amendments

Disinterested Shareholder approval must be obtained for any reduction in the exercise price of a Stock Option, or the extension of the term of a Stock Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment.

PART 4 RESTRICTED SHARE RIGHTS

4.1 Participants

The Corporation has the right to grant, in its sole and absolute discretion, to any Participant, rights to receive any number of fully paid and non-assessable Shares ("Restricted Share Units") as a discretionary payment in consideration of past services to the Corporation or as an incentive for future services, subject to the Plan and with such additional provisions and restrictions as the Board may determine. For purposes of calculating the number of Restricted Share Units to be granted, the Corporation shall be obligated to value the Shares underlying such RSUs at not less than the Fair Market Value. The grant of a RSU to, and acceptance of the RSU by, an Employee, Management Company Employee or Consultant will be confirmation by the Corporation and the Participant that the Participant is a bona fide Employee, Management Company Employee or Consultant (as the case may be).

4.2 RSU Agreement

Each grant of a RSU under the Plan shall be evidenced by a RSU Agreement between the Participant and the Corporation. Such RSU Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with the Plan and which the Board deems appropriate for inclusion in a RSU Agreement. The provisions of the various RSU Agreements issued under the Plan need not be identical.

4.3 Restricted Period

Concurrent with the determination to grant RSUs to a Participant, the Board shall determine the Restricted Period applicable to such RSUs, which in any event will not be less than 12 months. In addition, at the sole discretion of the Board, at the time of grant, the RSUs may be subject to performance conditions to be achieved by the Corporation or a class of Participants or by a particular Participant on an individual basis, within a Restricted Period, for such RSUs to entitle the holder thereof to receive the underlying Shares. Upon expiry of the applicable Restricted Period (or on the Deferred Payment Date, as applicable) and upon satisfaction of any performance criteria or other terms set out in the RSU Agreement, a RSU shall be automatically settled, and without the payment of additional consideration or any other further action on the part of the holder of the RSU, the underlying Shares shall be issued to the holder of such RSUs, which RSUs shall then be cancelled.

4.4 Deferred Payment Date

Participants who are residents of Canada for the purposes of the Tax Act (and for greater certainty, who are not U.S. Taxpayers), may elect to defer to receive all or any part of the Shares underlying Restricted Share Units until one or more Deferred Payment Dates. No other Participants may elect a Deferred Payment Date. Participants who elect to set a Deferred Payment Date must, in respect of each such Deferred Payment Date, give the Corporation written notice of the Deferred Payment Date(s) not later than 30 days prior to the expiration of the applicable Restricted Period (or such lesser period of time as the Board may approve).

4.5 Retirement or Termination during Restricted Period

In the event and to the extent of the Retirement or Termination and/or, as applicable, the Director Retirement or Director Termination of a Participant from all such roles with the Corporation during the Restricted Period, any Restricted Share Units held by the Participant shall immediately terminate and be of no further force or effect; provided, however, that the Board shall have the absolute discretion to modify the grant of the Restricted Share Units to provide that the Restricted Period shall terminate immediately prior to the date of such occurrence.

4.6 Retirement or Termination after Restricted Period

In the event and to the extent of the Retirement or Termination and/or, as applicable, the Director Retirement or Director Termination of the Participant from all such roles with the Corporation following the Restricted Period and prior to a Deferred Payment Date, the Participant shall be entitled to receive, and the Corporation shall issue forthwith, Shares in satisfaction of the Restricted Share Units then held by the Participant.

4.7 Acceleration of Vesting

Notwithstanding sections 4.5 and 4.6 of the Plan, in the event of the death of a Participant, Shares represented by RSUs held by the Participant, calculated on a pro-rata basis as to the number of days passed under the vesting restrictions, shall then be immediately issued by the Corporation to the legal representative of the Participant.

4.8 Payment of Dividends

Subject to the absolute discretion of the Board, in the event that a dividend (other than a stock dividend) is declared and paid by the Corporation on its Shares, a Participant may be credited with additional Restricted Share Units. The number of such additional RSUs, if any, will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Participant if the RSUs (including RSUs in which the Restricted Period has expired but the Shares have not been issued due to a Deferred

Payment Date) in the Participant's account on the dividend record date had been outstanding Shares (and the Participant held no other Shares) by (b) the Fair Market Value of the Shares on the date on which such dividends were paid.

PART 5

DEFERRED SHARE UNITS

5.1 Deferred Share Unit Grants

The Board may from time to time determine to grant Deferred Share Units to one or more Directors in a lump sum amount or on regular intervals, based on such formulas or criteria as the Board may from time to time determine. DSUs will be credited to the Director's account when designated by the Board. For purposes of calculating the number of DSUs to be granted, the Corporation shall be obligated to value the Shares underlying such Deferred Share Units at not less than the Fair Market Value. In no event will a DSU vest or be redeemable or contemplate a Separation Date of less than 12 months from the date of grant. The grant of a DSU to, and acceptance of the DSU by, an Employee, Management Company Employee or Consultant will be confirmation by the Corporation and the Participant that the Participant is a bona fide Employee, Management Company Employee or Consultant (as the case may be).

5.2 DSU Agreement

Each grant of a DSU under the Plan shall be evidenced by a DSU Agreement. Such DSU Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with the Plan and which the Board deems appropriate for inclusion in a DSU Agreement. The provisions of each DSU Agreement issued under the Plan need not be identical.

5.3 Redemption of Deferred Share Units and Issuance of Deferred Shares

The DSUs held by each Director who is not a U.S. Taxpayer shall be redeemed automatically and with no further action by the Director on the 20th business day following the Separation Date for that Director. For U.S. Taxpayers, DSUs held by a Director who is a Specified Employee will be automatically redeemed with no further action by the Director on the date that is six months following the Separation Date for the Director, or if earlier, upon such Director's death. Upon redemption, the former Director shall be entitled to receive and the Corporation shall issue, the number of Shares issued from treasury equal to the number of DSUs in the Director's account, subject to any applicable deductions and withholdings. In the event a Separation Date, including by death of the Director, occurs during a year and Deferred Share Units have been granted to such Director for that entire year, the Director will only be entitled to a pro-rated Deferred Share Unit Payment in respect of such Deferred Share Units based on the number of days that he or she was a Director in such year. Notwithstanding the foregoing, no Shares may be issued on redemption of DSUs before the first anniversary of the date of grant of the DSUs except in the event of the death of the Director.

No amount will be paid to, or in respect of, a Director under the Plan or pursuant to any other arrangement, and no other additional DSUs will be granted to compensate for a downward fluctuation in the value of the Shares of the Corporation nor will any other benefit be conferred upon, or in respect of, a Director for such purpose.

5.4 Payment of Dividends

Subject to the absolute discretion of the Board, in the event that a dividend (other than a stock dividend) is declared and paid by the Corporation on its Shares, a Director may be credited with additional Deferred Share Units. The number of such additional Deferred Share Units, if any, will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Director if the Deferred Share Units in the Director's account on the dividend record date had been outstanding Shares (and the Director held no other Shares), by (b) the Fair Market Value of the Shares on the date on which such dividends were paid.

PART 6
PERFORMANCE SHARE UNITS

6.1 Performance Share Units

The Board may from time to time determine to grant Performance Share Units to one or more Participants with the specific terms and conditions thereof to be as provided in the Plan and in the PSU Agreement entered into in respect of such grant. The PSU Agreement in respect of the PSUs granted will set out, at a minimum, the number of PSUs granted, the Performance Period, the performance-based criteria and any Multiplier(s). Subject to the provisions of this Part 6, each PSU awarded to a Participant for services performed during the year in which the PSU is granted shall entitle the Participant to receive payment in an amount equal to the Fair Market Value on the day immediately prior to the last day of the applicable Performance Period multiplied by the applicable Multiplier(s), to be determined on the last day of the Performance Period. In no event will a PSU vest or be redeemable or contemplate a Separation Date of less than 12 months from the date of grant. The grant of a PSU to, and acceptance of the PSU by, an Employee, Management Company Employee or Consultant will be confirmation by the Corporation and the Participant that the Participant is a bona fide Employee, Management Company Employee or Consultant (as the case may be).

6.2 Distributions

The Board, in its sole discretion, may determine that if and when distributions are paid on any Shares, additional PSUs shall be credited to the Participant as of such distribution payment date. The number of additional PSUs (including fractional PSUs) to be credited to the Participant shall be determined by dividing the dollar amount of the distribution payable in respect of the Shares underlying the Performance Share Units by the Fair Market Value on the date the distribution is paid. Fractional PSUs to two decimal places shall be credited to the Participant. For greater certainty, the Performance Period and Multiplier(s), if any, shall be the same as the Performance Period and Multiplier(s), if any, for the Performance Share Units.

6.3 Performance Period

Subject to sections 6.5 and 6.6 of the Plan, which could result in shortening any such period, the Performance Period in respect of a particular award shall be at least one year from the date of grant of the applicable Performance Share Unit, provided that the Board may, in its sole discretion, determine the Performance Period to be greater than one year, to a maximum of three years from the date of grant of the applicable Performance Share Unit.

6.4 Performance-Based Criteria and Multipliers

The Board may establish performance-based criteria which, if met by the Corporation, will entitle the Participant to be paid an amount in excess of or less than the Fair Market Value of one Share for each PSU at the end of the applicable Performance Period. The Board, in its sole discretion, may waive the performance-based criteria if the Board determines there were material unusual circumstances that occurred during the Performance Period (as an example only, if take-over speculation significantly affects the Fair Market Value at the end of the Performance Period).

6.5 Retirement or Termination During Performance Period

If a Participant ceases to be an Employee or Director, as applicable, during the Performance Period because of Retirement or Termination of the Participant, all PSUs previously awarded to the Participant shall be forfeited and cease to be credited to the Participant on the date of the Retirement or Termination, as the case may be; however, the Board shall have the absolute discretion to modify the grant of the PSUs to provide that the Performance Period would end at the end of the calendar quarter immediately before the date of the Retirement or Termination, as the case may be, provided that such accelerated date may not be less than one year after the date of grant of the PSU, and the amount payable to the Participant shall be calculated as of such date.

6.6 Death or Disability

In the event of the death of a Participant during the Performance Period, the Performance Period shall be deemed to end at the end of the calendar quarter immediately before the date of death of the Participant and the amount payable to the Participant's executors shall be calculated as of such date.

6.7 Payment to Participants

Subject to the terms of the Plan, the Board, in its sole discretion, may pay earned PSUs in the form of cash or in Shares issued from treasury (or in a combination thereof) equal to the value of the PSUs at the end of the applicable Performance Period. The determination of the Board with respect to the form of payout of such PSUs shall be set out in the Performance Share Unit Agreement for the grant of the PSU or reserved for later determination. In no event will delivery of such Shares or payment of any cash amounts be made later than 10 weeks after the end of the year in which such conditions or restrictions were satisfied or lapsed.

6.8 Payment of Dividends

Subject to the absolute discretion of the Board, in the event that a dividend (other than a stock dividend) is declared and paid by the Corporation on the Shares, a Participant may be credited with additional PSUs. The number of such additional PSUs, if any, will be calculated by dividing (a) the total amount of the dividends that would have been paid to the Participant if the PSUs in his or her account on the dividend record date had been outstanding Shares (and the Participant held no other Shares), by (b) the Fair Market Value of the Shares on the date on which such dividends were paid.

PART 7
STOCK APPRECIATION RIGHTS

7.1 Grant of SARs

The Corporation may from time to time grant Stock Appreciation Rights to Participants pursuant to the Plan whereby Participants will have the right to receive Shares, a cash payment, or any combination thereof, from the Corporation in an amount equal to the number of SARs granted multiplied by the difference between the Fair Market Value of a Share at the Exercise Date (as defined below) over the Base Price fixed by the Board (the "Exercise Value"). The grant of a SAR to, and acceptance of the SAROption by, an Employee, Management Company Employee or Consultant will be confirmation by the Corporation and the Participant that the Participant is a bona fide Employee, Management Company Employee or Consultant (as the case may be).

7.2 Base Price

The Base Price per Share of any SAR shall be not less than the Fair Market Value at the time of grant.

7.3 Grant of SARs

The Board may at any time authorize the granting of SARs to such Participants as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan. The date of grant of a SAR shall be the date such grant was approved by the Board.

Each SAR granted to a Participant shall be evidenced by a Stock Appreciation Right Agreement with terms and conditions consistent with the Plan and as approved by the Board and which incorporates by reference the terms of the Plan (and in all cases which terms and conditions need not be the same in each case, and may be changed from time to time subject to any required approval of Disinterested Shareholders and the Exchange).

7.4 Terms of SARs

The term of each SAR shall be for such term as the Board may determine at the date of grant, provided that:

(a) SARs can be exercisable for a maximum of 10 years from the date of grant; and
(b) the term may thereafter be reduced with respect to any such SAR as provided for herein regarding termination of employment / engagement or death of the Participant.

7.5 Vesting

SARs shall vest and may be exercised (in each case to the nearest full Share) during the term in the manner determined by the Board at the time of grant, provided that the minimum vesting period shall be 12 months.

7.6 Other Restrictions

Except as provided in section 7.9 of the Plan, no SAR may be exercised unless the Participant is at the time of such exercise:

(a) in the case of an Employee or Officer, engaged or in the employ (or retained as a Service Provider) of the Corporation or a Designated Affiliate and shall have been continuously so engaged, employed or retained since the grant of the SAR; or
(b) in the case of a Director, a director of the Corporation or a Designated Affiliate and shall have been such a Director, Officer, Employee or Consultant continuously since the grant of the SAR.

7.7 Exercise of SARs

Subject to any limitations or conditions imposed upon a Participant pursuant to a Stock Appreciation Rights Agreement or the Plan, a Participant may exercise an SAR, prior to the expiry date thereof, by giving written notice thereof to the Corporation at its principal place of business specifying the number of vested SARs being exercised and the date on which such exercise is to be effective (the "Exercise Date"). As soon as practicable after exercise of a SAR in accordance herewith, the Corporation shall pay the Participant an amount equal to the product of (i) the number of vested SARs exercised, multiplied by (ii) the Exercise Value. Such payment will be made, in the Board's discretion, in (a) cash, (b) Shares with a Fair Market Value equal to the amount of the payment, or (c) a combination of cash and Shares.

7.8 Transferability of SARs

SARs granted hereby shall not be transferable other than upon the death or disablement of the Participant as follows:

(a) During the Participant's lifetime, all SARs shall be exercisable only by the Participant or by the legal guardian of a disabled Participant.
(b) A Participant shall have the right, by notice to the Corporation, to designate a beneficiary who shall be entitled to exercise the Participant's SARs (subject to their terms and conditions) following the Participant's death, and to whom any amounts payable following the Participant's death shall be paid.

7.9 Effect of Termination of Employment or Death

If the holder of a SAR:

(a) dies while employed or engaged by, or while a Director of, the Corporation or a Designated Affiliate, any SAR held by him or her at the date of death which is then eligible to be exercised shall become exercisable in whole or in part, but only by the person or persons designated under section 7.8(b) above, or to whom the Participant's rights under the SAR shall pass by the Participant's will or applicable laws of descent and distribution. Unless otherwise determined by the Board, all such SARs shall be exercisable only to the extent that the Participant was entitled to exercise the SARs at the date of his or her death and only for 12 months after the date of death or prior to the expiration of the term in respect thereof, whichever is sooner;
(b) ceases to be employed or engaged by, or a Director of, the Corporation or a Designated Affiliate, for cause, no SAR held by such Participant will, unless otherwise determined by the Board, be exercisable following the date on which such Participant ceases to be so engaged; or
(c) ceases to be employed or engaged by, or a Director of, the Corporation or a Designated Affiliate, for any reason other than cause then, unless otherwise determined by the Board, any SAR held by such Participant which was then eligible to be exercised at the effective date thereof shall become exercisable for a period of up to 90 days thereafter or prior to the expiration of the term in respect thereof, whichever is sooner.

7.10 Effect of Amalgamation or Merger

If the Corporation amalgamates or otherwise completes a plan of arrangement or merges with or into another corporation, any payment receivable on the exercise of an SAR shall be adjusted to give the Participant the ability to receive the same which the Participant would have received upon completion of such amalgamation, arrangement or merger using as the Fair Market Value of a Share the amount equal to the deemed price under such amalgamation, arrangement or merger.

7.11 Amendments

Disinterested Shareholder approval must be obtained for any reduction in the Base Price of a SAR, or the extension of the term of a SAR, if the Participant is an Insider of the Corporation at the time of the proposed amendment.

PART 8
STOCK PURCHASE RIGHTS

8.1 Types of Stock Purchase Rights

The Corporation may, subject to the prior receipt of Exchange acceptance pursuant to section 6.5 of Exchange Policy 4.4, give assistance to a Participant to enable the Participant to acquire Shares by way of (i) financial guarantee for a loan, (ii) third party security for a loan, (iii) a gift or loan from the Corporation, (iv) offering Shares at a discount to Fair Market Value, (v) issuing additional Shares upon the Participant subscribing for a pre-established number of Shares, which Shares may be issued from the treasury or purchased on the secondary market, or (iv) any other act which facilitates the purchase by a Participant of Shares. Purchases of Shares on the secondary marked are subject to compliance with section 4.14 of Exchange Policy 4.4, including the requirement for such purchases to be made by a trustee.

8.2 Limitations

The Corporation shall not provide Stock Purchase Rights that could materially prejudice the interests of the Corporation or its shareholders, or if the assistance would affect the Corporation's ability to pay its creditors.

8.3 Grant of Rights

The Board may at any time authorize the granting of Stock Purchase Rights to such Participants as it may select for the dollar amount or number of Shares that it shall designate, subject to the provisions of the Plan. The date of grant of a SAR shall be the date such grant was approved by the Board.

Each Stock Purchase Right granted to a Participant shall be evidenced by an agreement of applicable nature with terms and conditions consistent with the Plan and as approved by the Board and which incorporates by reference the terms of the Plan (and in all cases which terms and conditions need not be the same in each case, and may be changed from time to time subject to any required approval of Disinterested Shareholders and the Exchange).

PART 9 WITHHOLDING TAXES

9.1 Withholding Taxes

Subject to Exchange Policy 4.4, the Corporation or any Designated Affiliate may take such steps as are considered necessary or appropriate for the withholding of any taxes or other amounts which the Corporation or any Designated Affiliate is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Award including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of any Shares to be issued under the Plan, until such time as the Participant has paid the Corporation or any Designated Affiliate for any amount which the Corporation or Designated Affiliate is required to withhold by law with respect to such taxes or other amounts. Without limitation to the foregoing, the Board may adopt administrative rules under the Plan, which provide for the automatic sale of Shares (or a portion thereof) in the market upon the issuance of such Shares under the Plan on behalf of the

Participant to satisfy withholding obligations under an Award.

PART 10 CHANGE OF CONTROL

10.1 Change of Control.

Unless otherwise determined by the Board, or unless otherwise provided in a Participant's Service Agreement or Award Agreement, if a Change of Control shall conclusively be deemed to be imminent, or to have occurred, then the Board shall have the discretion, without the prior approval of the Participants but subject to any required approval of the Exchange, to any one or more of the following:

(a) determine that there shall be immediate full vesting of each outstanding Award granted, subject to, which may be exercised and settled, in whole or in part, even if such Award is not otherwise exercisable or vested by its terms;

(b) terminate without any payment or consideration, any Awards not exercised, settled or surrendered by the effective time of the Change of Control;

(c) cause the Corporation to offer to acquire from each Award holder his or her Awards for a cash payment, and any Awards not so acquired, surrendered or exercised by the effective time of the Change of Control will be deemed to have expired;

(d) cause an Option granted under the Plan to be exchanged for an option to acquire for the same exercise price, the number and type of securities as would be distributed to the Option holder in respect of the Shares to be issued to the Option holder had he or she exercised the Option prior to the effective time of the Change of Control, provided that any such replacement option must provide that it survives for a period of not less than one year from the effective time of the Change of Control regardless of the continuing directorship, officership or employment of the holder;

(e) permit each Participant, within a specified period of time prior to the completion of the Change in Control as determined by the Board, to exercise all of the Participant's outstanding Options and to settle all of the Participant's outstanding PSUs, RSUs and DSUs (to the extent then vested and exercisable, including by reason of acceleration by the Board pursuant to section 10.1(f) of the Plan or in accordance with the Award Agreement) but subject to and conditional upon the completion of the Change in Control;

(f) accelerate the dates upon which any or all outstanding Awards shall vest and be exercisable or settled, without regard to whether such Awards have otherwise vested in accordance with their terms, subject to the limitation under section 11.6 below (in accordance with section 4.4(c) of Exchange Policy 4.4) and provided that no acceleration of the vesting provisions of Stock Options granted to Investor Relations Service Providers is permitted without prior Exchange acceptance; or

(g) make no change to any of the terms or provisions of any Award.

10.2 Awards Need Not be Treated Identically.

In taking any of the actions contemplated by this Part 8, the Board shall not be obligated to treat all Awards held by any Participant, or all Awards in general, identically.

PART 11 GENERAL TERMS

11.1 Number of Shares

The aggregate number of Shares that may be issued under the Plan shall not exceed 10% of the number of Issued Shares outstanding in the capital of the Corporation from time to time as of the date of each grant, such Shares to be allocated among Awards and Participants in amounts and at such times as may be determined by the Board from time to time.

11.2 NEX Corporation

In the event the Corporation is listed on or is on notice to have its listing transferred to the NEX branch

of the Exchange, then it will be precluded from granting any Awards under the Plan other than Stock Options (and may only grant Stock Options once it has publicly disclosed that it is on notice to have its listing transferred to the NEX).

11.3 Limits for Individuals

Unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3, the maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation granted or issued under the Plan in any 12-month period to any one Person (including any companies that are wholly owned by that Person) must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person.

11.4 Limits for Insiders

The maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation granted or issued to Insiders (as a group) must not exceed 10% of the Issued Shares at any point in time unless the Corporation has obtained the regulatory approval required pursuant to section 12.2(a) of the Plan and the Disinterested Shareholder Approval required pursuant to section 12.2(b) of the Plan.

The maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to Insiders (as a group) must not exceed 10% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to any Insider unless the Corporation has obtained the requisite Disinterested Shareholder Approval pursuant to section 12.2(b) of the Plan.

11.5 Limits for Consultants

The maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12-month period to any one Consultant under the Plan must not exceed 2% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to the Consultant.

11.6 Limits for Investor Relations Service Providers

Investor Relations Service Providers may only be granted Stock Options (and no other forms of Security Based Compensation) under the Plan.

The maximum aggregate number of Shares that are issuable pursuant to all Stock Options granted in any 12-month period to all Investor Relations Service Providers in aggregate must not exceed 2% of the Issued Shares, calculated as at the date any Stock Option is granted to any such Investor Relations Service Provider.

Stock Options granted to any Investor Relations Service Provider must vest in stages over a period of not less than 12 months, such that not more than 25% vest any sooner than three months after the date of grant, and not more than 25% vest any sooner than every three months thereafter.

The Board (or any committee thereof) must, through the establishment of appropriate procedures, monitor the trading in the securities of the Corporation by all Investor Relations Service Providers. These procedures may include the establishment of a designated brokerage account through which the Participant conducts all trades in the securities of the Corporation or a requirement for such Participants to file reports of their trades with the Board on a timely basis.

11.7 Limits for Charitable Organizations

The only Security Based Compensation that may be granted or issued to a Charitable Organization is Charitable Stock Options. The maximum aggregate number of Shares that are issuable pursuant to all outstanding Charitable Stock Options must not exceed 1% of the Issued Shares, calculated as at the date each Charitable Stock Option is granted to a Charitable Organization. A Charitable Stock Option must expire on or before the earlier of: (i) the date that is 10 years from the date of grant of the Charitable Stock Option; and (ii) the 90th day following the date that the holder of the Charitable Stock Option

ceases to be a Charitable Organization.

11.8 Limitation on Rights as a Shareholder

No Security Based Compensation entitles the holder thereof to any Shareholder rights (including without limitation voting rights, dividend entitlement or rights on liquidation) until such time as the underlying Shares are issued to such Participant. Subject to sections 4.8, 5.4 and 6.8, no adjustment shall be made for dividends or other Shareholder rights for which the record date is prior to the date such underlying Shares have been issued.

11.9 Lapsed Awards

If Awards are surrendered, terminated or expire without being exercised in whole or in part, new Awards may be granted covering the Shares not issued under such lapsed Awards, subject to any restrictions that may be imposed by the Exchange.

11.10 Payment in Cash

The Corporation may settle any Award by making payment in cash if it does not have a sufficient number of Shares available under the Plan to satisfy its obligations under a Multiplier or any other provision. The Shares issuable to satisfy the Multiplier obligation will be included in the limits set out in sections 11.1, 11.3, 11.4, 11.5 and 11.6 of the Plan. The Corporation may settle the Multiplier obligation by making payment in cash if the Corporation does not have a sufficient number of Shares available under the Plan to satisfy any such obligation due to grant or issuance limitations in the Plan.

11.11 Adjustment in Shares Subject to the Plan

If there is a declaration of stock dividend of Shares or any change in the Shares through, without limitation, (i) any consolidation, subdivision or reclassification or recapitalization of Shares, or (ii) adjustments related to an amalgamation, merger, arrangement, reorganization or spin-off, the number of Shares available under the Plan, the Shares subject to any Award, and the exercise price of any Option shall be adjusted as determined to be appropriate by the Board, and such adjustment shall be effective and binding for all purposes of the Plan, subject to the prior acceptance of the Exchange, if required.

11.12 Transferability

Awards are non-assignable or non-transferable except as specifically provided in the Plan.

11.13 Employment

Nothing contained in the Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Corporation or any Affiliate, or interfere in any way with the right of the Corporation or any Affiliate to terminate the Participant's employment at any time. Participation in the Plan by a Participant is voluntary.

11.14 Record Keeping

The Corporation shall maintain a register in which shall be recorded:

(a) the name and address of each Participant;
(b) the number of Awards granted to each Participant and relevant details regarding such Awards; and
(c) such other information as the Board may determine.

11.15 Resale Restrictions

If required by Applicable Laws, any Award will be subject to a hold period expiring on the date that is four months and a day after the Date of Grant, and the confirmations, agreements or certificates representing such Awards and any Shares issued prior to the expiry of such hold period will bear the following legends in substantially the following forms:

"Unless permitted under securities legislation, the holder of the securities represented hereby must not trade the

securities before [insert the date that is four months and one day after the date of grant]."

"Without prior written approval of TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert the date that is four months and one day after the date of grant]."

11.16 No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

11.17 Section 409A of the Code

It is intended that any payments under the Plan to U.S. Taxpayers shall be exempt from or comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code.

11.18 Compliance with Applicable Law, etc.

If any provision of the Plan or any agreement entered into pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Corporation or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

11.19 Cash Settlement of Additional Security Based Compensation in Lieu of Dividends

Notwithstanding any other provision in the Plan, the Corporation may settle any grant of additional security based compensation in lieu of dividends by making payment in cash if the Corporation does not have a sufficient number of Shares available under the Plan to satisfy any such grant of additional security based compensation in lieu of such dividends in Shares or where the issuance of Shares would result in the Corporation breaching a limit on grants or issuances contained in the Plan.

11.20 Term of the Plan

The Plan shall remain in effect until it is terminated by the Board.

PART 12 ADMINISTRATION AND AMENDMENT OF THE PLAN

12.1 Administration by the Board

(a) Unless otherwise determined by the Board, the Plan shall be administered by the Board or a Board committee designated by the Board.

(b) The Board (or committee thereof, as applicable) shall have the power, where consistent with the general purpose and intent of the Plan and subject to the specific provisions of the Plan, to:

(i) adopt and amend rules and regulations relating to the administration of the Plan and make all other determinations necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Board (or committee thereof, as applicable) shall be final and conclusive. The Board (or committee thereof, as applicable) may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency;

(ii) determine and designate from time to time the individuals to whom Awards shall be made, the amounts of the Awards and the other terms and conditions of the Awards;

(iii) correct any defect, supply any information, or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

(iv) delegate any of its responsibilities or powers under the Plan to a Board committee; and

(v) otherwise exercise the powers under the Plan as set out herein.

12.2 Regulatory and Shareholder Approvals

(a) In administering the Plan, the Administrator will obtain any regulatory approvals which may be required pursuant to Exchange Policies; and the Plan is subject to such approvals.

(b) Subject to section 12.6 of the Plan, any material amendment to the Plan, including any increase in the number of Awards which may be granted under the Plan, must receive Disinterested Shareholder Approval.

12.3 Use of Administrative Agent

The Board (or committee thereof, as applicable) may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer Awards granted under the Plan and to act as trustee to hold and administer the Plan and the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board (or committee thereof, as applicable) in its sole discretion.

12.4 Limitation of Liability and Indemnification.

No member of the Board or a committee of the Board will be liable for any action or determination taken or made in good faith with respect to the Plan or any Awards granted thereunder and each such member shall be entitled to indemnification by the Corporation with respect to any such action or determination in the manner provided for by the Board or a committee of the Board.

12.5 Amendments to Plan

Subject to sections 12.2 and 12.6 of the Plan, the Board shall have the power, at any time and from time to time, either prospectively or retrospectively, to amend, suspend or terminate the Plan or any Award granted under the Plan without shareholder approval, regarding (i) amendments to fix typographical errors; and (ii) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions; provided however that:

(a) any amendment, suspension or termination is in accordance with applicable laws and Exchange Policies; and

(b) no amendment to the Plan or to an Award granted hereunder will have the effect of impairing, derogating from or otherwise adversely affecting the terms of an Award which is outstanding at the time of such amendment without the written consent of the holder of such Award.

If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Award or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board shall remain able to make such amendments to the Plan or the Award as they would have been entitled to make if the Plan were still in effect.

12.6 Shareholder Approval

Any amendment to the Plan is subject to Shareholder approval as a condition to Exchange acceptance of the amendment. For clarity, certain amendments to the provisions of the Plan may be subject only to approval by a majority of Shareholders instead of Disinterested Shareholder approval, pursuant to Exchange Policies and, if applicable, subject to Exchange approval.

SCHEDULE ‘B’ – AUDIT COMMITTEE CHARTER

1.0 Purpose of the Committee

1.1 The Audit Committee represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and auditing activities and legal compliance of the Company and its subsidiaries.

2.0 Members of the Committee

2.1 The Audit Committee shall consist of no less than three Directors a majority of whom shall be "independent" as defined under NI 52-110, while the Company is in the developmental stage of its business. The members of the Committee shall be selected annually by the Board and shall serve at the pleasure of the Board.

2.2 At least one Member of the Audit Committee must be "financially literate" as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

3.0 Meeting Requirements

3.1 The Committee will, where possible, meet on a regular basis at least once every quarter, and will hold special meetings as it deems necessary or appropriate in its judgment. Meetings may be held in person or telephonically, and shall be at such times and places as the Committee determines. Without meeting, the Committee may act by unanimous written consent of all members which shall constitute a meeting for the purposes of this charter.

3.2 A majority of the members of the Committee shall constitute a quorum.

4.0 Duties and Responsibilities

The Audit Committee's function is one of oversight only and shall not relieve the Company's management of its responsibilities for preparing financial statements which accurately and fairly present the Company's financial results and conditions or the responsibilities of the external auditors relating to the audit or review of financial statements. Specifically, the Audit Committee will:

(a) have the authority with respect to the appointment, retention or discharge of the independent public accountants as auditors of the Company (the "auditors") who perform the annual audit in accordance with applicable securities laws, and who shall be ultimately accountable to the Board through the Audit Committee;

(b) review with the auditors the scope of the audit and the results of the annual audit examination by the auditors, including any reports of the auditors prepared in connection with the annual audit;

(c) review information, including written statements from the auditors, concerning any relationships between the auditors and the Company or any other relationships that may adversely affect the independence of the auditors and assess the independence of the auditors;

(d) review and discuss with management and the auditors the Company's audited financial statements and accompanying Management's Discussion and Analysis of Financial Conditions ("MD&A"), including a discussion with the auditors of their judgments as to the quality of the Company's accounting principles and report on them to the Board;

(c) review and discuss with management the Company's interim financial statements and interim MD&A and report on them to the Board;

(f) pre-approve all auditing services and non-audit services provided to the Company by the auditors to the extent and in the manner required by applicable law or regulation. In no circumstances shall the auditors provide any non-audit services to the Company that are prohibited by applicable law or regulation;

(g) evaluate the external auditor's performance for the preceding fiscal year, reviewing their fees and making recommendations to the Board;

(h) periodically review the adequacy of the Company's internal controls and ensure that such internal controls are effective;

(i) review changes in the accounting policies of the Company and accounting and financial reporting proposals that are provided by the auditors that may have a significant impact on the Company's financial reports, and report on them to the Board;

(j) oversee and annually review the Company's Code of Business Conduct and Ethics;

(k) approve material contracts where the Board of Directors determines that it has a conflict;

(l) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding the audit or other accounting matters;

(m) where unanimously considered necessary by the Audit Committee, engage independent counsel and/or other advisors at the Company's expense to advise on material issues affecting the Company which the Audit Committee considers are not appropriate for the full Board;

(n) satisfy itself that management has put into place procedures that facilitate compliance with the provisions of applicable securities laws and regulation relating to insider trading, continuous disclosure and financial reporting;

(o) review and monitor all related party transactions which may be entered into by the Company; and

(p) periodically review the adequacy of its charter and recommending any changes thereto to the Board.

5.0 Miscellaneous

5.1 Nothing contained in this Charter is intended to extend applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities.

AI assistant

Westhaven Gold Corp. — Proxy Solicitation & Information Statement 2025

46671_rns_2025-05-16_9d5d59a7-1924-4962-937e-7761f3ca0d86.pdf

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for WESTHAVEN GOLD CORP.

Obtaining a Copy of the Proxy Materials

Securityholder Meeting Notice

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL MEETING OF SHAREHOLDERS

PERSONS MAKING THIS SOLICITATION OF PROXIES

PROXY INSTRUCTIONS

Appointment of Proxy

Voting by Proxy and Exercise of Discretion

REVOCATION OF PROXIES

NON-REGISTERED HOLDERS OF COMPANY'S SHARES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

DOCUMENTS INCORPORATED BY REFERENCE

PARTICULARS OF MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

FINANCIAL STATEMENTS

APPOINTMENT OF AUDITORS

APPROVAL OF EQUITY INCENTIVE PLAN

"BE IT RESOLVED THAT:

OTHER MATTERS TO BE ACTED UPON

AUDIT COMMITTEE

Audit Committee Charter and Composition of the Audit Committee

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance of Certain Exemptions

Pre-Approval Policies on Certain Exemptions

External Auditor Services Fees

Reliance on Exemptions in NI 52-110 regarding Audit Committee Composition and Reporting Obligations

CORPORATE GOVERNANCE

General

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Philosophy, Objectives and Process

Analysis of Elements

Stock Options

A. General Provisions

B. Compensation Discussion and Analysis

C. Compensation for NEOs and Directors

SUMMARY COMPENSATION TABLE

Notes:

Incentive Plan Exercises – NEOs

OPTION REPRICING

PENSION PLAN BENEFITS

TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY & EMPLOYMENT CONTRACTS

COMPENSATION OF DIRECTORS

Notes:

Equity Compensation Plan Exercises - Directors

Equity Compensation Plan Awards: Outstanding share-based awards and option-based awards

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION AS AT DECEMBER 31, 2024:

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

EQUITY INCENTIVE PLAN

ADDITIONAL INFORMATION

BOARD APPROVAL

1.2 Interpretation

PART 2 PURPOSE

2.1 Establishment of the Plan

2.2 Principal Purposes

2.3 Available Awards

PART 3 STOCK OPTIONS

3.1 Participation

3.2 Price

3.3 Grant of Options

3.4 Terms of Options

3.5 Vesting

Westhaven Gold Corp. Proxy Solicitation & Information Statement 2025