Winshear Gold Corp.

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580-625 Howe Street Vancouver, B.C. V6C 2T6

MANAGEMENT INFORMATION CIRCULAR

As at August 27, 2020 unless otherwise noted

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of WINSHEAR GOLD CORP. (previously “Helio Resource Corp.” hereinafter referred to as the "Company" or “Winshear”), at the time and place and for the purposes set forth in the Notice of Meeting.

It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally or by telephone by directors, officers or employees of the Company at a nominal cost. The cost of this solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors or officers of the Company. A Shareholder eligible to vote at the Meeting has the right to appoint a person, who need not be a Shareholder, to attend and act for the Shareholder and vote on the Shareholder’s behalf at the Meeting other than either of the persons designated in the accompanying form of proxy, and may do so either by inserting the name of that other person in the blank space provided in the form of proxy or by completing another suitable form of proxy.

Voting by Proxyholder

Registered Shareholders

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by using one of the following methods:

(a) complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524 or by mail to 8[th] floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 marked “Attention Proxy Department”; or

(b) use the phone and/or internet voting options as outlined in the proxy. Registered shareholders may refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Whichever method you use to submit your proxy, for the form of proxy to be effective, you must ensure the proxy is received by Computershare at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting (namely, by 10:00 a.m., Vancouver time, on Monday, September 28, 2020 ) (the “ Proxy Deadline ”) or any adjournment thereof at which the proxy is to be used.

A Shareholder who has given a proxy may revoke it by an instrument in writing duly executed and delivered either to the registered office of the Company at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. Non‐Registered Holders (as defined below) who wish to revoke their proxy must arrange for their respective Intermediary (as defined below) to revoke the proxy on their behalf within the time specified by such Intermediary.

Non ‐ Registered (Beneficial) Holders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States of America (the “United States” or the “U.S.”) the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners (“OBOs”) who object to their name being made known to the issuer of the securities they own; and Non-Objecting Beneficial Owners (“NOBOs”) who do not object to the issuer of the securities they own knowing who they are.

The Company is taking advantage of the provisions of National Instrument 54-101 “ Communication with Beneficial Owners of Securities of a Reporting Issuer ” that permit the Company to deliver proxy-related materials directly to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) through our transfer agent, Computershare. The VIF is to be completed and returned to Computershare as set out in the instructions provided on the VIF. Computershare tabulates the results of the VIFs it receives from NOBOs and provides appropriate voting instructions at the Meeting with respect to the shares represented by those VIFs.

These security holder materials are sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in

accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of the proxy provided by the Company. The VIF will name the same persons as those in the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), different from any of the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to: (a) have your Common Shares voted at the Meeting, or (b) to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

EXERCISE OF DISCRETION

On a poll the nominees named in the accompanying form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the Shareholder on any ballot that may be called for. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. The proxy will confer discretionary authority on the nominees named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the election of directors and the appointment of the auditors; and

(b) any other matter, including amendments to any of the foregoing, as may properly come before the Meeting or any adjournment thereof.

In respect of a matter for which a choice is not specified in the proxy, or unless otherwise provided in the proxy, the nominees named in the accompanying form of proxy will vote the Shares represented by the proxy for the approval of such matter.

As of the date of this Information Circular, the management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting each nominee intends to vote thereon in accordance with the nominee’s best judgement.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION AND ANALYSIS & ADDITIONAL INFORMATION

Please note that the figures in this Information Circular are in Canadian dollars unless otherwise indicated.

The consolidated financial statements of the Company for the year ended March 31, 2020 (the “Financial Statements”), including the accompanying notes together with the reports of the auditors thereon, are being presented at the Meeting. These documents have also been mailed to the Company’s shareholders who have requested them. The Financial Statements have also been filed on SEDAR and may be found at www.sedar.com.

Additional information relating to the Company may be found on SEDAR at www.sedar.com. In addition, a security holder may contact the Company to request copies of the Company’s financial statements and Management’s Discussion and Analysis (“MD&A”). Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year.

APPOINTMENT AND REMUNERATION OF AUDITOR

The management of the Company will recommend to the Meeting the appointment of McGovern Hurley LLP, Chartered Accountants, of 251 Consumers Road, Suite 800, Toronto, Ontario M2J 4R3 as auditor of the Company to hold office until the close of the next Annual General Meeting of shareholders. It is proposed that the remuneration to be paid to the auditor be fixed by the directors.

McGovern Hurley LLP was first appointed auditor of the Company on January 31, 2020.

A copy of a Notice of Change of Auditor and Confirmation from the Company, dated January 31, 2020, and letters, both also dated January 31, 2020 from Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, the “Former Auditor”, and from McGovern Hurley LLP, the “Successor Auditor”, respectively, addressed to the British Columbia Securities Commission and the Alberta Securities Commission are attached hereto as Schedule “C”, and form a part of this Information Circular.

There are no reservations in the Former Auditor's reports in connection with:

(a) the audits of the two most recently completed fiscal years; and
(b) any period subsequent to the most recently completed period for which an audit report was issued and preceding the date of expiry of the Former Auditor's term of office.

There are no reportable events including disagreements, unresolved issues and consultations between the Company and the Former Auditor or the Successor Auditor in connection with the periods set forth in paragraphs (a) and (b) above.

Unless otherwise instructed, proxies given pursuant to this solicitation will be voted for the appointment of the Successor Auditor as the auditor of the Company to hold office until the close of the next Annual General Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited common shares without par value (the "Common Shares"). As of August 25, 2020, the Company has 48,761,818 post-consolidation common shares issued and outstanding. Effective February 8, 2018, the Company completed a share consolidation on the basis of twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share. All share amounts presented have been retrospectively adjusted to reflect this consolidation.

Only the holders of Common Shares are entitled to vote at the Meeting and the holders of Common Shares are entitled to one vote for each Common Share held. The directors of the Company fixed August 21, 2020 as the record date (the “ Record Date ”) for the determination of the shareholders entitled to vote at the Annual and Special General Meeting.

To the knowledge of the directors and senior officers of the Company, as at the Record Date, the following are the only persons beneficially owning, directly or indirectly, or exercising control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company:

Name	Number of Voting Securities as at November 12, 2019	Percentage of Issued Voting Securities
CDS & Co.	18,980,547 Common	38.9%
Palamina Corp.(1)	9,600,000 Common	19.7%
CE MiningLimited(2)	4,417,333 Common	9.1%
Exchanges Control For Class C01	3,250,537 Common	6.7%

Note:

(1) The Company acquired the Gaban Gold project and the Tinka Iron Oxide Copper Gold project, both located in Peru, from Palamina Corp. (the “Transaction”). A condition of the acquisition was that the Company complete a $900,000 non-brokered private placement financing (completed in September 2019) to cover the initial working capital and the first phase of exploration on the Gaban Gold project. An additional term of the acquisition was that in return for the acquisition of the Gaban Gold project and the Tinka Iron Oxide Copper Gold project, the Company would issue to Palamina 10 million common shares of the Company, 5 million shares immediately upon receipt of TSX Venture Exchange approval of the Transaction (received in September 2019) and the balance of 5 million shares to be issued within 24 months of TSX Venture Exchange acceptance of the Transaction, either through disinterested shareholder approval for such issuance or via the issuance of no greater than 19.9% of any future share issuance made by the Company.

Additional particulars on the Transaction and details on further shares issued, or to be issued, to Palamina Corp. are set out under “Company’s Acquisition of Mining Projects from Palamina Corp.” and “Approval of Share Issuance to Palamina”.

(2) CE Mining Limited (“CE Mining”) is a Guernsey based company which is jointly owned and managed by Plinian Capital Ltd. and Generation Mining Limited. CE Mining invests in exploration and development mineral resource projects. CE Mining and its joint actors have ownership or control over 4,417,333 Common Shares, representing approximately 9.1% of the Common Shares outstanding, together with 416,667 Warrants. See the Early Warning Report of CE Mining dated September 20, 2019 available on SEDAR.

VOTES NECESSARY TO PASS RESOLUTIONS

Voting at the Meeting will be by a show of hands, each registered Shareholder and each person representing a registered or unregistered Shareholder through a Proxy or VIF (a “ Proxyholder ”) having one vote, unless a poll is required (if the number of Shares represented by Proxies and VIFs that are to be voted against a motion are greater than 5% of the votes that could be cast at the Meeting) or requested, whereupon each such Shareholder and Proxyholder is entitled to one vote for each Share held or represented, respectively. A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation. Disinterested shareholder approval of greater than 50% of the votes cast will be required for the resolution providing for the issuance of up to an additional 400,000 common shares to Palamina Corp.

ELECTION OF DIRECTORS

The number of directors for the Company is set by ordinary resolution of the shareholders of the Company. Management of the Company is seeking shareholder approval of an ordinary resolution to set the number of directors of the Company at five (5) for the ensuing year.

At the Meeting, Shareholders will be asked to elect five directors to succeed the present directors whose term of office will expire at the conclusion of the Meeting. Each director elected will hold office until the conclusion of the next annual general meeting of the Company at which a director is elected, unless the director’s office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia). Management proposes to nominate the persons listed in the following table for election as directors. MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. THE COMPANY HAS NOT RECEIVED NOTICE OF AND MANAGEMENT IS NOT AWARE OF ANY PROPOSED NOMINEE IN ADDITION TO THE NAMED NOMINEES.

The following table sets out the names of Management’s nominees for election as directors, their positions and offices in the Company; principal occupations; the period of time that they have been Directors of the Company; and the number of shares of the Company which each beneficially owns or over which control or direction is exercised.

Name, Province/State and Country of Ordinary Residence	Present principal occupation, business or employment and, if not elected a director by a vote of security holders, principal occupation, business or employment during the past five years(2)	Term of service as a director of the Company and Proposed Expiry Date(1)and First and Last Position in the Company	Approx. no. of voting securities beneficially owned, directly or indirectly or over which direction or control is exercised(3)
Richard D. Williams(4) British Columbia, Canada	Chief Executive Officer and Director of the Company; President, CEO and Director of Cornish Metals Inc..	CEO, May 1, 2006 to date; Director, Aug 30, 2004 to date; President Aug 30, 2004 to May 1, 2006	1,247,090
Stephen M. Leahy(5) (6) British Columbia, Canada	Director of Oroco Resource Corp.; former CEO and Director of International Tungsten Inc.; Director of Golden Dawn Minerals Inc.	Director, Nov. 10, 1998 to date; President, May 15, 1999 – Aug. 30, 2004; Chairman since 2006	928,800

Name, Province/State and Country of Ordinary Residence	Present principal occupation, business or employment and, if not elected a director by a vote of security holders, principal occupation, business or employment during the past five years(2)	Term of service as a director of the Company and Proposed Expiry Date(1)and First and Last Position in the Company	Approx. no. of voting securities beneficially owned, directly or indirectly or over which direction or control is exercised(3)
Alistair Waddell (5) (8) British Columbia, Canada	Geologist; Founder and former President of GoldQuest Mining Corp.; former Vice-President – Greenfields Exploration for Kinross Gold Corp.; Director of Palamina Corporation	Director, September19, 2019 to date(8)	100,000(8)
Andrew Thomson (4) (5) (8) Ontario, Canada	President and CEO of Palamina Corporation; Former President and CEO of Soltoro Ltd. and Director of Montero Mining and Exploration Ltd.	Director, October 28, 2019 to date	1,299,460
Mark Sander(4) (5) (9) Pennsylvania, U.S.A.	President and a Director of the Company; Co-founder of Plinian Capital Ltd.; President, CEO and Director of Mandalay Resources Corporation; Director of CE Mining, and of Rambler Metals and Mining PLC	Director, October 28, 2019 to date; President, July 2, 2020 to date; Previously, director of the Company August 27, 2013 to April 13, 2018	800,000(7)

Notes:

(1) For the purposes of disclosing positions held in the Company, "Company" shall include the Company and/or a parent or subsidiary thereof. The term of office of each director or proposed director will expire at the next Annual General Meeting.
(2) Unless otherwise stated above, each of the above-named nominees has held the principal occupation or employment indicated for at least five years.
(3) Securities beneficially owned by directors are based on information furnished to the Company by the nominees as at August 25, 2020. See note (8) below, “Company’s Acquisition of Mining Projects from Palamina Corp.” and “Approval of Share Issuance to Palamina” for further details.
(4) Member of Audit Committee.
(5) Member of Compensation Committee.
(6) Member of Corporate Governance Committee.
(7) 4,417,333 shares indirectly held through CE Mining Limited and CE Mining II Helio Ltd. as of August 25, 2020. See notes under “Voting Securities and Principal Holders Thereof” herein for additional details.
(8) Palamina Corp. (TSX-V : PA) and the Company entered into a Property Purchase and Sale Agreement on May 14, 2019 (the “Agreement”) which Agreement, and related transactions, were approved by the TSX Venture Exchange on September 19, 2019. The Agreement provides for, among other terms, that the Company acquire from Palamina Corp. the Gaban gold project and the Tinka Iron Oxide Copper Gold project, both located in Peru. In conjunction with the closing of the transaction (which closed on September 19, 2019), Palamina Corp. had the right to nominate one director to the Company’s Board of Directors upon the closing of the transaction and to also nominate a second director to stand for election at the Company’s next Annual General Meeting following the closing. The transaction is described further in the Company’s news releases of May 15, 2019, August 1, and September 19, 2019. The reader is directed and advised to review any news releases of the Company, or its insider, CE Mining and affiliates, which were released on or prior to the October 24, 2019 meeting. This transaction included the acquisition of securities of the Company by insiders and then future insiders of the Company (Messrs. Waddell and Thomson) by way of private placement. On August 12, 2020, the Company completed a further private placement and issued 11,000,000 shares where Mr. Thomson purchased 100,000 units. As a result of the issuance of securities under the private placement, the Company also issued an additional 4,600,000 shares to Palamina. Additional particulars on the Transaction and details on further shares issued, or to be issued, to

Palamina Corp. are set out under “Company’s Acquisition of Mining Projects from Palamina Corp.” and “Approval of Share Issuance to Palamina”.

(9) Dr. Mark Sander was previously a director of the Company, from August 27, 2013 to April 13, 2018. He was appointed President of the Company on July 2, 2020.

As of August 25, 2020, the directors and officers of the Company beneficially own, directly or indirectly or direct control over a total of 4,791,030 shares representing approximately 9.8% of the outstanding Shares. None of the directors or officers of the Company have entered into a non-competition or nondisclosure agreement with the Company. However, the employment agreements for the CEO and CFO have entered into do contain limited non-competition clauses.

Corporate Cease Trade Orders or Bankruptcies

Within 10 years before the date of this Information Circular, none of the directors, proposed directors, executive officers or promoters of the Company was a director, chief executive officer or chief financial officer of any company (including Winshear) that:

(a) was subject to a cease trade order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer;
(b) was subject to a cease trade order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(c) 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 within a year of that person ceasing to act in that capacity.

Personal Bankruptcies

In the 10 years prior to the date hereof, of the directors, proposed directors, executive officers or promoters of the Company or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, none has become 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.

Penalties or Sanctions

No director, proposed director, officer, Insider or promoter of Winshear or Shareholder holding sufficient number of securities of Winshear to affect materially the control of Winshear, has:

(b) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by any securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

STATEMENT OF EXECUTIVE COMPENSATION

Reference is made to Schedule "A" attached hereto and forming a part hereof.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As at the end of the Company’s most recently completed financial year, i.e. March 31, 2020, the following equity securities of the Company were authorized for issuance with respect to compensation plans:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by Securityholders	2,250,000	$0.20	994,931(1)
Equity compensation plans not approved by Securityholders	Nil	Nil	Nil
Total	2,250,000	$0.20	994,931

Column (c) is calculated as 10% of the common shares issued and outstanding minus column (a).

(1) The only equity compensation plan the Company maintains is its “rolling” stock option plan (a “Rolling Plan”) reserving a maximum of 10% of the issued shares of the Company at the time of the stock option grant, which Rolling Plan was most recently approved by the shareholders at the Company’s Annual General Meeting held on October 24, 2019. As of August 25, 2020, the Company has 48,761,818 postconsolidation common shares issued and outstanding.

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors, executive officers and senior officers of the Company or any of its subsidiaries, proposed nominees for election or associates of such persons is or has been indebted to the Company (other than routine indebtedness) in excess of $50,000 at any time for any reason whatsoever, including the purchase of securities of the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Company's last completed financial year, other than as disclosed elsewhere herein, no informed person of the Company, any proposed director of the Company or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. The term “informed person” as defined in National Instrument 51-102, Continuous Disclosure Obligations, means:

(a) a director or executive officer of a reporting issuer;
(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer;
(c) any person or company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights attached to all

outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and

(d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Company’s Acquisition of Mining Projects from Palamina Corp.

As disclosed by the Company in News Releases issued on May 15, August 1, and September 19, 2019, the Company entered into a Property Purchase and Sale Agreement with Palamina Corp. (TSX-V : PA) to acquire the Gaban gold project and the Tinka Iron Oxide Copper Gold project, both located in Peru. In conjunction with the acquisition, Winshear raised $900,000 through a non-brokered private placement financing to cover the first phase of exploration on the properties and to cover initial working capital (together, with the other matters referenced herein, the “Transaction”).

The final TSXV approval was obtained September 19, 2019 and closing of the Transaction took place on that date.

The financing consisted of 15,000,000 Units priced at $0.06 per Unit, with each Unit being comprised of one (1) common share of the Company and one half (1/2) warrant, whereby one full warrant entitles the holder to purchase one common share of the Company for $0.10 per common share at any time within 12 months of closing the financing. Insiders of the Company acquired, directly or indirectly a total of 2,066,667 units of the private placement and CE Mining Limited acquired 833,334 units.

As part of the Transaction, the Company also reached agreement with certain creditors, including insiders, to settle a total of $90,000 in debts by way of issuance of 1,500,000 common shares of the Company at a deemed price of $0.06 per share. The shares were issued on September 19, 2019 upon closing of the Transaction. Of that total amount, insiders were issued a total of 600,000 shares to settle $36,000 of debt. They also agreed to write off an additional $43,000 in debts owed to them.

On Closing, Palamina was granted the right to immediately appoint one Director to the Board of Winshear (Alistair Waddell) and also proposed for nomination a second Director (Andrew Thomson) who was elected at the Company’s October 24, 2019 annual general meeting. Both directors are once again nominated at this Meeting. Accordingly, both directors Alistair Waddell and Andrew Thomson, both current directors of Palamina Corp. had and have an interest in the Transaction by virtue of being current directors of Palamina Corp.

This acquisition of the Gaban and Tinka projects was subject to, in addition to other items, the Company raising a minimum of $600,000, receipt of TSXV approval of the Transaction, completion of a Shares for Debt Transaction and other matters as set out in those news releases. As TSXV approval to the Transaction was obtained on September 19, 2019, the Company is authorized to issue to Palamina a total of 10 million common shares of the Company as follows:

(a) 5,000,000 shares immediately upon receipt of TSXV approval for the Transaction (issued); and
(b) the balance of 5,000,000 shares to be issued within 24 months of TSXV approval of the Transaction, either through disinterested shareholder approval for such issuance or via the issuance of no greater that 19.9% of any future share issuance made by the Company.

The Company completed a private placement of 11,000,000 units on August 12, 2020 ($0.12 per unit, each unit consisting of one share and one half of one warrant, each full warrant exercisable for a 2 year period at $0.18 per share). As a result of the issuance of these units, the Company also issued to Palamina, as required by the terms of the Transaction, additional shares sufficient to increase Palamina’s percentage increase in the Company to approximately no more than 19.9 % of the issued and outstanding share capital of the Company (subject to a maximum issuance of 5,000,000 shares, being the balance owed to Palamina). This resulted in the issuance of an additional 4,600,000 shares of the Company to

Palamina, increasing its share position in the Company to approximately 19.9%. The Company must still issue Palamina an additional 400,000 common shares of the Company.

Subsequent to the aforementioned private placement and issuance of common shares to Palamina, the Company has had numerous warrants of the Company exercised (approximately 700,000 warrants to date), and is expecting further warrants to be exercised prior to this upcoming Meeting. Therefore, the Company is currently in a position to issue additional shares to Palamina to work towards meeting its final share issuance obligation. However, with Palamina’s consent, and in the interest of simplifying the administrative process, the Company’s preference is to issue one final share issuance to Palamina of 400,000 shares after the Meeting. Provided the Company receives disinterested shareholder approval to the final issuance of any shares due to Palamina at the time of the Meeting, this full issuance of the 400,000 shares is likely (depending on the number of warrants exercised in the interim) to create a new Controlling shareholder of the Company. This final issuance could put Palamina’s share percentage of the Company’s issued and outstanding share capital equal to or greater than the 20% threshold which triggers, under Canadian security laws, the creation of a ‘control person’. The Company is now seeking disinterested shareholder approval to the issuance of up to the final 400,000 shares, being the balance of the 5 million common shares that was still due to Palamina at the closing of the Transaction.

The Company is seeking disinterested shareholder approval for the issuance of the remaining shares at this Meeting due to Palamina (up to a maximum of 400,000 shares). The Company will withdraw this resolution in the event that, prior to the Meeting, sufficient warrants have been exercised by warrant holders of the Company such that the additional issuance of the 400,000 shares still due to Palamina would not result in Palamina owning 20% or more of the then issued and outstanding shareholdings of the Company.

Palamina retained a 2% Net Smelter Return (NSR) royalty on each property. Winshear will have the right to purchase 50% of each royalty by making a cash payment of $1,000,000 to Palamina at any time prior to the commencement of commercial production. All shares issued will be subject to a 4 month plus one day hold period from the date of issuance.

Winshear will make an Advance Royalty Payment (ARP) of $25,000 to Palamina on the first and second anniversaries of closing the Transaction. The ARP will double every two years until such time that Winshear has either completed a total of 5,000m of drilling or has abandoned the properties.

The Gaban Gold Project covers an area of 18,700 hectares, and surrounds the town of San Gaban in the Puno orogenic gold belt. San Gaban, sitting at an elevation of 550m above sea level, is served by excellent infrastructure and is a 4 hour drive via the Trans-oceanic highway to the Puerto Maldonado airport. A nearby 206MW hydro-electric dam provides power to the town.

Palamina staked Gaban to locate the bedrock source of alluvial gold being exploited along the Yanamayo river, which lies wholly within the Gaban project area. At least 10 sets of alluvial mineworkings are known to be exist within the project area.

Palamina conducted a stream sediment sampling programme over the Gaban property, collecting a total of 75 samples. Twenty one samples returned assays above detection (5 ppb). Of the 21 samples showing a gold presence, eleven originate from a 5km-long section of the Yanamayo River catchment basin, with assays ranging from 5ppb to 4,891ppb Au (median value of 117ppb Au). In 2018 Palamina completed a heli-borne magnetic / radiometric survey over the property to identify the possible structural controls for bedrock hosted gold mineralisation. See Palamina’s news release of October 29, 2018 on their website at www.palamina.com/news. Palamina has spent approximately US$500,000 to date on the project. The Gaban Gold Project is the subject of a NI 43-101 compliant technical report titled “NI 43-101 Technical Report Gaban Property Puno, Peru” with the effective date of August 27, 2019. The Report was prepared for the Company by Mr. David Seers, AusIMM CP(Geo), and is available on SEDAR.

The Tinka IOCG Project is an early stage exploration target that covers an area of 1,800 hectares. It is located 45 km southeast of the town of Ica (population 280,000) at an elevation of 2,000m, and is 300km southeast of Lima along the Pan-American highway.

MANAGEMENT CONTRACTS

There are no management functions of the Company or its subsidiaries that are to any substantial degree performed by a person other than a director, executive officer or employee of the Company or its subsidiaries.

AUDIT COMMITTEE

The Audit Committee’s Charter

Under National Instrument 52-110 – Audit Committees (“NI 52-110”) reporting issuers in those jurisdictions which have adopted NI 52-110 are required to provide disclosure with respect to its audit committee including the text of the audit committee’s charter, composition of the committee, and the fees paid to the external auditor. The Company adopted an Audit Committee Charter effective July 26, 2005, a copy of which is attached hereto as Schedule “B” and is also available on SEDAR at www.sedar.com. The fees paid to the external auditor are set forth below.

NI 52-110, Audit Committees , of the Canadian Securities Administrators requires that every issuer disclose certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

Part 6.2, Required Disclosure , of NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

In accordance with the definitions set forth in National Instrument 51-102, Continuous Disclosure Obligations , a “venture issuer” means a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is a “venture issuer” and is relying on the exemption in Part 6.1, Venture Issuers , of NI 52-110 with respect to the requirements of Part 3, Composition of the Audit Committee , and Part 5, Reporting Obligations .

The Company’s audit committee for the year ended March 31, 2020 was comprised of three directors, as set forth below:

Richard D. Williams, with over 15 years’ experience as a CEO and Director of public companies, including Winshear Gold Corp., Cornish Metals Inc. and others. During this time he has worked closely with CFOs and independent auditors reviewing annual financial reports in order to gain an understanding of the accounting principles used by the Company. In addition, since 1993 he has worked in a management / consultant and director position with a variety of public companies with responsibility for multi-million dollar exploration expenditures.
Andrew Thomson, is currently the President and a Director of Palamina Corp. He is the former President and Chief Executive Officer of Soltoro Ltd. which was acquired by

Agnico Eagle Mines in June of 2015. Mr. Thomson is an Entrepreneur who has actively been exploring throughout the America’s since 1993. Mr. Thomson also currently sits on the Board of Directors of Montero Mining and Exploration Ltd. Andrew Thomson was appointed to the Company’s Audit Committee on October 24, 2019.

Dr. Mark Sander, re-joined the Board of the Company on October 24, 2019 as a representative of CE Mining Limited, one of the Company’s largest shareholders, having previously served as a Director of the Company between August 2013 and April 2018. Dr. Sander holds a PhD in Ore Deposits and Exploration from Stanford University (USA) and has been active in the mineral resource industry for the last 25 years in operations, strategy and exploration, with a focus on Copper, Gold and PGM projects. Dr. Sander was formerly the VP of Strategy and Planning for BHP Copper. Dr. Sander was appointed President of the Company on July 2, 2020.

The Company’s audit committee from the beginning of the financial year ended March 31, 2020, namely from April 1, 2019 to October 24, 2019, was comprised of Richard Williams, Stephen Leahy and Grenville Thomas. Stephen Leahy remains a director of the Company and is a member of the Company’s Compensation Committee and Grenville Thomas did not stand for re-election at the Company’s October 24, 2019 annual general meeting. Particulars of their experience are set forth below:

Stephen Leahy, with more than 30 years’ experience in venture capital, primarily in the resource sector, has been instrumental in the formation, financing and development of a number of public and private corporations. As founder of North American Tungsten Corporation Ltd., he was instrumental in facilitating the company's acquisition of the Cantung mine and Mactung deposit. Mr. Leahy resigned as a director and officer of International Tungsten Inc. in June, 2018.
Grenville Thomas, joined the Company’s Audit Committee on April 13, 2018. D. Grenville Thomas is best known as the founder (and has held positions as Chairman, President and Director) of Toronto-based Aber Resources Ltd. (now Harry Winston Diamond Corporation). Harry Winston holds interests in various properties throughout the Northwest Territories, including the Diavik Diamond Mine, Canada's second diamond mine. More recently, Mr. Thomas was a Director of both Navigator Exploration Corp. and Cornish Metals Inc. Cornish Metals merged in 2004 to become Strongbow Exploration Inc. and changed its name to Cornish Metals Inc. in 2020. Mr. Thomas currently holds the position of Chairman of the Board with Cornish Metals. In January of 2009, Mr. Thomas was inducted into the Canadian Mining Hall of Fame. Mr. Thomas brought significant exploration experience and demonstrated exploration success to the Board.

As defined in NI 52-110:

Richard D. Williams is not “independent”. Dr. Mark Sander was not independent after his appointment as President of the Company;
Andrew Thomson is “independent”;
All of the members of the audit committee are financially literate.

Richard D. Williams and, currently, Dr. Mark Sander are not “independent” by virtue of being officers of the Company. An independent director will be appointed to the audit committee prior to the next audit.

At no time since the commencement of the Company’s most recently completed financial year, has a recommendation of the audit committee to nominate or compensate an external auditor not been adopted by the Board of Directors.

Since the effective date of NI 52-110, the Company has not relied on either of the exemptions contained in section 2.4. De Minimis Non-Audit Services, or section 8, Exemptions . Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s audit committee and, where applicable, by the Board of Directors, on a case-by-case basis.

Set forth below are details of certain service fees paid to the Company’s external auditor in each of the last two fiscal years:

Financial Year End	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
March 31, 2019	$25,500	$12,960	$810	$Nil
March 31, 2020	$24,000	$Nil	$Nil	$Nil

Notes:

(1) The aggregate fees billed by the Company’s external auditor

(2) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees”.
(3) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.
(4) The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under clauses 1, 2 and 3 above.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

The TSX-Venture Exchange (the “ Exchange ”) requires all TSX Tier 2 listed companies to have a stock option plan in place that has been approved by the shareholders of the Company. The terms of any stock option plan and incentive stock options granted by the Company are in accordance with the rules and policies of the Exchange, including the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto. The Company fully disclosed the terms of its current Employee Incentive Stock Option Plan (the “ Plan ”), at its Annual General Meeting held on September 17, 2015 and a copy of the current Plan was attached as Schedule “C” to the Company’s Management Information Circular. The Plan is a rolling 10% stock option plan and was most recently amended in September 2015 in order to incorporate minor amendments to the Plan due to then recent Exchange policy changes and in order to allow for the cashless exercise of options granted under the Plan, in the event the Company becomes listed as a “Tier 1” company on the Exchange, or obtains a listing on a more senior exchange that allows the cashless exercise of options.

As it is a requirement of the Exchange that rolling stock option plans must receive shareholder approval yearly at the Company’s Annual General Meeting, shareholder approval to the Company’s Plan is once again being sought at the Company’s Annual and Special General Meeting to be held on September 30, 2020. A copy of the Company’s Plan, as amended to remain compliant with Exchange policy, was attached as Schedule “C” to the August 13, 2015 Management Information Circular and is available for viewing on SEDAR at www.SEDAR.com.

At the Meeting, the shareholders will be asked to consider, and the directors, believing it to be in the best interests of the Company, recommend the shareholders approve, a resolution whereunder the Company allocates and reserves 10% of the issued Common Shares of the Company from time to time for use in its current Plan. The Plan complies with the rules set forth for such plans by the Exchange. The Plan provides for the issuance of options to “Directors”, “Employees”, “Consultants” and “Management Company Employees” of the Company to purchase common shares of the Company. The stock options would be issued at the discretion of the Board of Directors and would be exercisable during a period not exceeding ten years. The exercise price will not be lower than the "Discounted Market Price" of the Shares on the Exchange at the time of grant. In the context of the Plan, "Discounted Market Price" means the last closing price of the Company's shares on the day immediately preceding the date on which the directors grant and publicly announce the options, less the applicable discount, and will not otherwise be less than $0.05 per share. Disinterested shareholder approval will be obtained for any reduction in the exercise price of options granted to persons who are insiders of the Company at the time of such proposed amendment.

The objective of the Company’s Plan is to provide for and encourage ownership of common shares of the Company by its directors, officers, key employees and selected consultants so that such persons may increase their stake in the Company and benefit from increases in the value of the common shares, in order to align the interests of such persons with those of shareholders. The Plan is designed to be competitive with the benefit programs of other companies in the natural resource industry. It is the view of management that the Plan is a significant incentive for the directors, officers and key employees to continue and to increase their efforts in promoting the Company's operations to the mutual benefit of both the Company and such individuals.

The text of an ordinary resolution, in substantially the form as set out below, will be placed before the shareholders of the Company at the Company’s Annual and Special General Meeting to be held September 30, 2020:

“A. The Company’s stock option plan, (the “Plan” ) be and is hereby approved, ratified and confirmed;

B. the Board of Directors are granted the power and authority to make certain amendments to the Plan or any option without shareholder approval, including: amendments of a “housekeeping” nature; a change to the vesting provisions of an option, if any; accelerating the expiry date of an option; amending the definitions contained within the Plan; amending or modifying the mechanics of the exercise of options (except with respect to eliminating the requirement that full payment be received for the exercise of options, including payment to the Company of any taxes that must be remitted as a result of the exercise); amendments that are necessary to comply with the provisions of applicable laws or the rules, regulations and policies of the Exchange; or any more senior exchange upon which the Company may be listed, amendments relating to the administration of the Plan; amendments that are necessary to suspend or terminate the Plan; and any other amendment, whether fundamental or otherwise, not requiring shareholder approval as may be allowed by the Exchange or any more senior exchange upon which the Company may be listed under their applicable rules, regulations and policies.”

In the event of a negative vote by the shareholders with respect to the proposed approval of the Plan, management reserves the right to submit such resolution pertaining to the incentive stock option plan to the next general meeting of the shareholders.

Reference is made to the section captioned “Election of Directors” for further details with respect to the present positions of the Company’s directors and the number of shares held in the Company.

Approval to Issue Shares to Palamina Corp.

As disclosed herein under the heading “Interest of Informed Persons in Material Transactions” and by the Company in News Releases issued on May 15, August 1, and September 19, 2019, the Company entered into a Property Purchase and Sale Agreement with Palamina Corp. to acquire the Gaban gold project and the Tinka Iron Oxide Copper Gold project, both located in Peru. In conjunction with the acquisition, Winshear raised $900,000 through a non-brokered private placement financing to cover the first phase of exploration on the properties and to cover initial working capital (together, with the other matters referenced herein, the “Transaction”).

The final TSXV approval was obtained September 19, 2019 and Closing of the Transaction took place on that date.

On Closing, Palamina was granted the right to immediately appoint one Director to the Board of Winshear (Alistair Waddell) and also proposed for nomination a second Director (Andrew Thomson) who was elected at the Company’s October 24, 2019 annual general meeting. Both Alistair Waddell and Andrew Thomson are also current directors of Palamina Corp. and had and have an interest in the Transaction by virtue of being directors of Palamina Corp.

(a) 5,000,000 shares immediately upon receipt of TSXV approval for the Transaction (issued); and
(b) the balance of 5,000,000 shares to be issued within 24 months of TSXV approval of the Transaction, either through disinterested shareholder approval for such issuance or via the issuance of no greater that 19.9% of any future share issuance made by the Company.

The Company is seeking disinterested shareholder approval for the issuance of the remaining shares at this Meeting due to Palamina (up to a maximum of 400,000 shares) . The Company will withdraw this resolution in the event that, prior to the Meeting, sufficient warrants have been exercised by warrant holders of the Company such that the additional issuance of the 400,000 shares still due to Palamina would not result in Palamina owning 20% or more of the then issued and outstanding shareholdings of the Company.

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 accompanying this Information Circular, but if such should occur the persons named in the accompanying Form of Proxy intend to vote on them in accordance with their best judgement, 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.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Company's Board of Directors believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 – Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

The Board of Directors

The Board currently consists of five directors, of which three directors (Stephen M. Leahy, Andrew Thomson and Alistair Waddell) are currently “independent” in the context of the Policy as it relates to the Audit Committee. Richard Williams is not independent because he is the Chief Executive Officer of the Company and Dr. Mark Sander is not independent because he is the President of the Company.

Directorships

Certain of the directors are also directors of other reporting issuers as follows:

Director	Other Reporting Issuers

Stephen M. Leahy	Oroco Resource Corp.
	Golden Dawn Minerals Inc.

Richard D. Williams	Cornish Metals Inc.

Alistair Waddell	Palamina Corp.
	Precipitate Gold Corp.
	SpeyResources Corp
	Inflection Resources Ltd.

Andrew Thomson	Palamina Corp.
	Montero Miningand Exploration Ltd.

Director	Other Reporting Issuers
Dr. Mark Sander	Nil

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance, however, during the course of a directors’ meeting, if a matter is more effectively dealt with without the presence of members of management, the independent directors ask members of management to leave the meeting, and the independent directors then meet in camera .

Stephen Leahy is currently the Chairman of the Board of Directors of the Company.

Board Mandate

The Board of Directors is responsible for supervising management in carrying on the business and affairs of the Company. Directors are required to act and exercise their powers with reasonable prudence in the best interests of the Company. The Board agrees with and confirms its responsibility for overseeing management's performance in the following particular areas:

the strategic planning process of the Company;
identification and management of the principal risks associated with the business of the Company;
planning for succession of management;
the Company's policies regarding communications with its shareholders and others; and
the integrity of the internal controls and management information systems of the Company.

In carrying out its mandate, the Board relies primarily on management to provide it with regular detailed reports on the operations of the Company and its financial position. The Board reviews and assesses these reports and other information provided to it at meetings of the full Board and of its committees. The CEO is a member of the Board, giving the Board direct access to information about operations. Other management personnel attend Board meetings, if required, to provide information and answer questions, as required. Directors also consult from time to time with management and have, on occasion, visited the properties of the Company. The reports and information provided to the Board include details concerning the monitoring and management of the risks associated with the Company's activities, such as compliance with safety standards and legal requirements, environmental issues and the financial position and liquidity of the Company. At least annually, the Board reviews management's report on its business and strategic plan and any changes with respect to risk management and succession planning, if required.

Position Descriptions

The Board of Directors has not developed written position descriptions for the Chairman, the chairman of any Board committees, the Chief Executive Officer, or the Chief Financial Officer. The Board is of the view that given the size of the Company, the relatively frequent discussions between Board members, the CEO, and the CFO and the experience of the individual members of the Board, the responsibilities of such individuals are known and understood without position descriptions being in writing. The Board will evaluate this position from time to time, and if written position descriptions appear to be justified, they will be prepared.

Orientation and Continuing Education

The Board does not have a formal policy relating to the orientation of new directors and continuing education for directors. The appointment of a new director is a relatively infrequent event in the Company’s affairs, and each situation is addressed on its merits on a case-by-case basis. The Company has a relatively restricted scope of operations, and most candidates for Board positions will likely have past experience in the mining business; they will likely be familiar therefore with the operations of a

resource company of the size and complexity of the Company. The Board, with the assistance of counsel, keeps itself appraised of changes in the duties and responsibilities of directors and deals with material changes of those duties and responsibilities as and when the circumstances warrant. The Board will evaluate these positions, and if changes appear to be justified, formal policies will be developed and followed.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company. In addition, the Company has adopted a whistle blower policy, which is set out in its Charter of the Audit Committee, and which is available for viewing on the Company’s website at www.winshear.com.

Nomination of Directors

The Board has neither a formal policy for identifying new candidates for Board nomination nor a permanent nominating committee. If and when the Board determines that its size should be increased or if a director needs to be replaced, a nomination committee comprised entirely of independent directors will be struck. The terms of reference of such a committee will be determined when it is created, but are expected to include the determination of the independence of the candidate, his or her experience in the mining business and compatibility with the other directors.

Compensation

Taking into account the Company’s present status as an exploration-stage enterprise, the Board of Directors reviews the adequacy and form of compensation provided to Directors on a periodic basis to ensure that the compensation is commensurate with the responsibilities and risks undertaken by an effective director. Until September 30, 2014, certain independent Directors of the Company received an annual stipend of $30,000, payable quarterly. Beginning October 1, 2014, the annual stipend was reduced to $12,000, and a meeting fee of $750 per Board meeting and $500 per committee meeting was implemented for those independent Directors of the Company. Beginning August 1, 2018, the independent Directors of the Company and the Officers agreed to stop collecting any fees or salary amounts owed to them by the Company in order to assist in decreasing the company’s cash outflows.

Other Board Committees

At present, the Board has established an Audit Committee (as discussed elsewhere herein), a Corporate Governance Committee, and a Compensation Committee, each of which comprise a majority of independent directors. The Board of Directors is of the view that the decision to not set up other various committees such as a Nominating or Human Resources committee is appropriate, having regard to cost and time issues and the size of the Company.

Assessments

The Board has no formal process for the assessment of the effectiveness and contribution of the individual directors. Each director has extensive public company experience and is familiar with what is required of him. Frequency of attendance at Board and committee meetings and the quality of participation in such meetings are two of the criteria by which the performance of a director will be assessed.

ADDITIONAL INFORMATION

Additional information concerning the Company is available on SEDAR at (http://www.sedar.com). Financial information concerning the Company is provided in the Company’s comparative audited financial statements and Management’s Discussion and Analysis for the fiscal year ended March 31, 2020, copies of which were filed on SEDAR on July 29, 2020.

BOARD APPROVAL

The contents of this Information Circular, including the schedules thereto, and the sending thereof to shareholders entitled to receive notice of the Meeting, to each director, to the auditors of the Company and to the appropriate governmental agencies, have been approved in substance by the directors of the Company pursuant to resolutions passed as of August 31, 2020.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

BY ORDER OF THE BOARD WINSHEAR GOLD CORP.

“Richard Williams”

Richard Williams, Chief Executive Officer

Schedule "A" to the Information Circular of

WINSHEAR GOLD CORP. (the "Company")

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

(a) "Chief Executive Officer” or “CEO" means an individual who acted as chief executive officer of the Company or acted in a similar capacity, for any part of the most recently completed financial year;
(b) "Chief Operating Officer” or “COO" means each individual who served as chief operating officer of the Company or acted in a similar capacity during the most recently completed financial year;
(c) "Chief Financial Officer" or “CFO” means an individual who acted as chief financial officer of the Company or acted in a similar capacity for any part of the most recently completed financial year;
(d) "Named Executive Officer" or “NEO” means each of the following individuals:
(i) a CEO;
(ii) a COO;
(iii) a CFO;
(iv) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6), for that financial year; and
(v) each individual who would be an NEO under paragraph (d) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

The following disclosure sets out the compensation that the Board intended to pay, make payable, award, grant give or otherwise provide to each NEO and director for the financial year ended March 31, 2020.

COMPENSATION DISCUSSION AND ANALYSIS

The Board of Directors, upon the advice of the Compensation Committee, determines executive compensation for the Company. The Compensation Committee for the year ended March 31, 2020 was initially comprised of Grenville Thomas, Stephen Leahy and Bradford Mills. Grenville Thomas and Bradford Mills resigned as directors of the Company effective October 24, 2019 and the Compensation Committee was subsequently comprised of Alistair Waddell, Dr. Mark Sander, Andrew Thomson and Stephen Leahy. The Board of directors is responsible for establishing and monitoring the Company’s long range plans and programs for attracting, retaining, developing and motivating employees, with input from the Compensation Committee as required. The Compensation Committee reviews recommendations for the appointment of persons to senior executive positions, considers terms of employment including succession planning and matters of compensation. The Company has adopted an incentive stock option plan that complies with the policies of the Exchange. Particulars of the Company’s incentive stock option plan are set out in this schedule and in the Information Circular.

The Company’s compensation policies and programs are designed to be competitive with similar mining exploration companies and to recognize and reward executive performance consistent with the success of the Company’s business. The significant objectives, elements and formula for compensation to be awarded to, earned by, paid to, or payable to NEOs for the year ended March 31, 2020, were to:

(i) Attract and retain experienced and talented executive officers;

(ii) Inspire excellence in the performance of executive officers; and (iii) Align shareholder and executive officer interests.

The compensation program is designed to reward performance of the NEO for fulfilling the duties and responsibilities of the particular position and attainment of the goals set for the NEO in conjunction with the strategic plan of the issuer as well as rewarding extraordinary performance beyond the goals set for the NEO.

The significant elements of compensation awarded to the NEOs are cash salary, stock options and/or annual bonuses.

Cash Salary:

The NEOs are paid a salary in order to ensure that the compensation package offered by the Company is in line with that offered by other companies in our industry, and as an immediate means of rewarding the NEO for efforts expended on behalf of the Company. The salary to be paid to a particular NEO is determined by publications of mining industry surveys and/or other available information from the mining and exploration industry. Payment of a cash salary fits within the objective of the compensation program since it rewards the NEO for performance of his or her duties and responsibilities. The payment of such salary may impact on other elements of the compensation package to a particular NEO.

The Compensation Committee reviews the compensation of senior officers.

Annual bonus: stock options, etc.:

The Senior Management Team (the CEO and CFO) proposes bonuses and stock option grants which are submitted to the Compensation Committee for review and approval. Annual bonuses, if any, and stock option grants are not based on objective and formal measures, such as share price and P/E ratios.

Following the year ended March 31, 2020, the Company did not take any action or make any decisions or policies that could affect a reasonable person’s understanding of any NEO’s compensation for the most recently completed financial year.

Option Based Awards

As stated elsewhere herein, the Company has in place an Employee Incentive Stock Option Plan (the “ Plan ”). The Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Board administers the Plan. The Plan provides that options will be issued pursuant to option agreements to directors, officers, employees or consultants of the Company or a subsidiary of the Company. Previous grants of option-based awards are taken into account when considering new grants of options. Subject to the requirements of the policies of the Exchange and the prior receipt of any necessary regulatory approval, the Board may, in its absolute discretion, amend or modify the Plan or any outstanding option granted under the Plan, as to the provisions set out in the Plan. As previously set out in this Information Circular, the Company sought and obtained shareholder approval at the 2015 Annual General Meeting to amend the Company’s Employee Incentive Stock Option Plan in order for the terms of the Plan to remain compliant with the current policies of the Exchange.

The process by which the Board grants option-based awards to executive officers is:

Options are granted to corporate executives by the Compensation Committee as part of the annual compensation review. Any special compensation is typically granted in the form of options. Options are granted at other times of the year to individuals commencing employment with the Company. The exercise price for the options is established at the time each option is granted, subject to the Plan, and such price, in all cases shall be not less than the Discounted Market Price

as defined by the policies of the Exchange, subject to a minimum exercise price of $0.05 per share.

The Board approves base salaries, annual cash incentives and stock options at the same time to facilitate consideration of target direct compensation to executive officers. Options are granted at other times of the year to individuals commencing employment with the Company.

SUMMARY COMPENSATION TABLE

For each NEO and director, the following table contains a summary of the compensation paid to him/her for each of the Company’s two most recently completed financial years.


		Table of compensation		excluding compensation securities
Name and position	Year(1)	Salary, consulting fee, retainer or commission ($)(2)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)(3)
Richard Williams, CEO	2019 2020	$36,000 $7,500	Nil Nil	Nil Nil	Nil Nil	$6,577 $Nil	$42,577 $7,500
Andrew MacRitchie, CFO	2019 2020	$37,000 $4,500	Nil Nil	Nil Nil	Nil Nil	$3,338 $Nil	$40,338 $4,500
Stephen M. Leahy	2019 2020	$4,000 $Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$4,000 $Nil
D. Grenville Thomas	2019 2020	$4,000 $Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$4,000 $Nil
Bradford A. Mills(4)	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Mark Sander(5), President	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Alistair Waddell	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Andrew Thomson	2019 2020	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) April 1 of the prior year to March 31 of the year listed.
(2) Includes the dollar value of cash and non-cash base salary earned during the financial year covered.
(3) These amounts include the dollar value of total compensation for the covered year. This is the sum of all amounts reported in columns with footnote 2 above for each NEO and executive officer.
(4) Bradford Mills is the Co-founder and Managing Partner of Plinian Capital Ltd., a private equity firm specializing in making investments in mineral resource discovery, development, production and turnaround. Additional particulars relating to Plinian Capital Ltd. and the operator fee are contained elsewhere in this Information Circular or in the publicly available disclosure documents of Winshear available at www.sedar.com. Bradford Mills did not be stand for re-election as a director of the Company at the October 24, 2019 Annual General Meeting.
(5) Dr. Sander resigned as a director of the Company on April 13, 2018. Dr. Sander was once again re-elected as a director on October 24, 2019 and was appointed President of the Company on July 2, 2020.

effective director. Until September 30, 2014, certain independent Directors of the Company received an annual stipend of $30,000, payable quarterly. Beginning October 1, 2014, the annual stipend was reduced to $12,000, and a meeting fee of $750 per Board meeting and $500 per committee meeting was implemented for those independent Directors of the Company. Beginning August 1, 2018, the independent Directors of the Company and the Officers agreed to stop collecting any fees or salary amounts owed to them by the Company in order to assist in decreasing the company’s cash outflows.

INCENTIVE PLAN AWARDS

Stock Options Plans and other Compensation Securities

An Incentive Stock Option Plan (the “Plan”) was initially created by the Company in June 1993 and revised as needed in subsequent years, most recently in September 2015 in order to remain compliant with Exchange policies. Employees of the Company are eligible for stock options and share appreciation rights (SAR’s) at the sole discretion of the Board of Directors.

The following table sets out all compensation securities granted or issued to each director and named executive officer by the Company outstanding as at March 31, 2020:


		Compensation		Securities
Name and position	Type of compensation security(1)(2)	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Richard Williams, CEO and Director	Stock Options	450,000	Oct. 24, 2019	$0.20	$0.08	$0.08	Oct. 24, 2024
Andrew MacRitchie CFO	Stock Options	350,000	Oct. 24, 2019	$0.20	$0.08	$0.08	Oct. 24, 2024
Stephen M. Leahy, Director	Stock Options	274,000	Oct. 24, 2019	$0.20	$0.08	$0.08	Oct. 24, 2024
Alistair Waddell, Director	Stock Options	250,000	Oct. 24, 2019	$0.20	$0.08	$0.08	Oct. 24, 2024
Andrew Thomson, Director	Stock Options	250,000	Oct. 24, 2019	$0.20	$0.08	$0.08	Oct. 24, 2024
Mark Sander, Director and President	Stock Options	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) the Company has chosen to utilize the Black-Scholes model to estimate the fair value of stock-based compensation as the Company believes it is the most accepted model for determining such calculations and it is used when determining calculations for the Company’s financial statements.

Incentive Plan Awards – Value Vested or Earned During the Year

There were no incentive plan awards that either became vested or were earned during the year ended March 31, 2020.

PENSION PLAN BENEFITS

The Company has no pension plans for its directors, officers or employees.

TERMINATION AND CHANGE OF CONTROL BENEFITS

If the Company terminates the agreement for services or employment of Mr. Williams or Mr. MacRitchie without cause and without providing adequate notice, or on change of control of the Company, the amount payable to the employee or service-provider will be two years’ and one and one half years (respectively) full-salary or full-consulting-fees. Mr. Williams and Mr. MacRitchie are both voluntarily operating at a reduced salary amount in order to reduce the cash-flow burden on the Company.

An arrangement agreement with Shanta Gold Limited was announced on June 19, 2017 (the “Arrangement”), and the Arrangement was purportedly cancelled by Shanta, announced August 18, 2017. No change of control benefits payments were triggered by this series of events.

Schedule “B” to the Information Circular of Winshear Gold Corp. (the "Company")

CHARTER OF THE AUDIT COMMITTEE

Purpose

The purpose of the Audit Committee (the “Committee”) is to act as the representative of the Board of Directors in carrying out its oversight responsibilities relating to:

The audit process;
The financial accounting and reporting process to shareholders and regulatory bodies; and
The system of internal financial controls.

Composition

The Committee shall consist of three Directors, the majority of whom are “independent” within the meaning of National Instrument 52-110, Audit Committees, for so long as the Company is a “venture issuer”, as defined therein. The Committee shall be appointed annually by the Board of Directors immediately following the Annual General Meeting of the Company. Each member of the Committee shall be financially literate, meaning that he must be able to read and understand financial statements. One member of the Committee must have accounting and financial expertise, meaning that he possesses financial or accounting credentials or has experience in finance or accounting.

Duties

The Committee’s duty is to monitor and oversee the operations of Management and the external auditor. Management is responsible for establishing and following the internal controls, financial reporting processes and for compliance with applicable laws and policies. The external auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements. The Committee should review and evaluate this Charter on an annual basis.

The specific duties of the Committee are as follows:

Management Oversight:
Review and evaluate the Company’s processes for identifying, analyzing and managing financial risks that may prevent the Company from achieving its objectives;
o Review and evaluate the Company’s internal controls, as established by Management;
o Review and evaluate the status and adequacy of internal information systems and security;
o Meet with the external auditor at least once a year in the absence of Management; o Request the external auditor’s assessment of the Company’s financial and accounting personnel;
o Review and evaluate the adequacy of the Company’s procedures and practices relating to currency exchange rates; and
o Review and evaluate the Company’s banking arrangements.

 External Auditor Oversight

  - Review and evaluate the external auditor’s process for identifying and responding to key audit and internal control risks;

  - Review the scope and approach of the annual audit;

  - Inform the external auditor of the Committee’s expectations;

  - Recommend the appointment of the external auditor to the Board;

  - Meet with Management at least once a year in the absence of the external auditor;

  - `o` Review the independence of the external auditor on an annual basis;

  - Review with the external auditor both the acceptability and the quality of the Company’s accounting principles; and

  - Confirm with the external auditor that the external auditor is ultimately accountable to the Board of Directors and the Committee, as representatives of the shareholders.

Financial Statement Oversight
- Review the quarterly reports with Management;
- Discuss with the external auditor the quality and the acceptability of the generally accepted accounting principles applied by Management;
- Review and discuss with Management the annual audited financial statements; and
- Recommend to the Board whether the annual audited financial statements should be accepted, filed with the securities regulatory bodies and publicly disclosed.
“Whistleblower” Procedures
Provide for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
Provide for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matter.

SCHEDULE C

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Winshear Gold Corp. — Proxy Solicitation & Information Statement 2020

44877_rns_2020-09-02_635b1cce-48fb-4d73-9748-902491eb0e2d.pdf

WINSHEAR GOLD CORP.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

Voting by Proxyholder

Registered Shareholders

Non ‐ Registered (Beneficial) Holders

EXERCISE OF DISCRETION

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

FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION AND ANALYSIS & ADDITIONAL INFORMATION

APPOINTMENT AND REMUNERATION OF AUDITOR

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

STATEMENT OF EXECUTIVE COMPENSATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS TO COMPANY OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Company’s Acquisition of Mining Projects from Palamina Corp.

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

The Audit Committee’s Charter

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Stock Option Plan

Approval to Issue Shares to Palamina Corp.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors

Directorships

Board Mandate

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

ADDITIONAL INFORMATION

BOARD APPROVAL

CERTIFICATE

Schedule "A" to the Information Circular of

WINSHEAR GOLD CORP. (the "Company")

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Cash Salary:

Annual bonus: stock options, etc.:

Option Based Awards

SUMMARY COMPENSATION TABLE

INCENTIVE PLAN AWARDS

Stock Options Plans and other Compensation Securities

Incentive Plan Awards – Value Vested or Earned During the Year

PENSION PLAN BENEFITS

TERMINATION AND CHANGE OF CONTROL BENEFITS

CHARTER OF THE AUDIT COMMITTEE

Purpose

Composition

Duties

 External Auditor Oversight

More from Winshear Gold Corp.

Winshear Gold Corp. Proxy Solicitation & Information Statement 2020