World Copper Ltd.

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2023 Notice of Annual General Meeting of Shareholders ANNUAL Management Information Circular GENERAL MEETING PLACE: Suite 2710 – 200 Granville Street Vancouver, BC, Canada, V6C 1S4 TIME: 9:00 a.m. Vancouver Time DATE: Thursday, December 14, 2023

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CORPORATE DATA

Head Office

Suite 2710 – 200 Granville Street Vancouver, BC Canada V6C 1S4

Directors and Officers

Hendrik van Alphen, Director & Chairman Patrick Burns, Director Roberto Fréraut, Director Timothy McCutcheon, Director Robert Kopple, Director Nolan Peterson, Chief Executive Officer & President Sead Hamzagic, Chief Financial Officer Marla Ritchie, Corporate Secretary

Registrar and Transfer Agent Endeavor Trust Corporation 702 - 777 Hornby Street Vancouver, BC Canada V6Z 1S4 Legal Counsel Lotz Law Corporation 1170 – 1040 West Georgia Street Vancouver, BC Canada V6E 4H1 Auditor Smythe LLP, CPA 1700 – 475 Howe Street Vancouver, BC Canada V6C 2B3

Stock Exchange Listings TSX Venture Exchange Symbol: “WCU” Frankfurt Stock Exchange Symbol: “7LY0” OTCQX Symbol: “WCUFF”

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Suite 2710 – 200 Granville Street Vancouver, British Columbia V6C 1S4

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the " Meeting ") of holders (the " Shareholders ") of common shares in the capital of World Copper Ltd. (the " Company "), will be held at the offices of the Company at Suite 2710 – 200 Granville Street, Vancouver, British Columbia, Canada on December 14, 2023 at 9:00 a.m. (Vancouver time) for the following purposes:

to receive and consider the audited financial statements of the Company for the fiscal year ended December 31, 2022 together with the report of the auditor thereon;
to appoint Smythe LLP, Chartered Professional Accountants, as auditor of the Company for the fiscal year ending December 31, 2023 and to authorize the directors to fix the auditor's remuneration;
to set the number of directors to be elected at five;
to elect directors for the ensuing year;
to consider and, if thought advisable, to pass with or without variation, an ordinary resolution ratifying and approving the Company's Stock Option Plan;
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The details of all matters proposed to be put before Shareholders at the Meeting are set forth in the management information circular accompanying this Notice of Meeting (the " Information Circular "). At the Meeting, Shareholders will be asked to approve each of the foregoing items.

The directors of the Company have fixed October 30, 2023, as the record date for the Meeting (the " Record Date "). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

In light of the ongoing public health concerns related to the COVID-19 pandemic and for the health and safety of our shareholders, employees, advisors and other stakeholders, we strongly encourage Shareholders to vote in advance of the Meeting by proxy instead of attending the Meeting in person.

If you are a registered Shareholder, please exercise your right to vote by completing and returning the accompanying form of proxy and deposit it with Endeavor Trust Corporation. Proxies must be completed, dated, signed and returned to Endeavor Trust Corporation, at 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4 by 9:00 a.m. (Vancouver time) on December 12, 2023, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Email, facsimile and internet voting can be completed by following the instructions on the accompanying form of proxy.

Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion and the Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

If you are a non-registered Shareholder, please follow the instructions from your bank, broker or other financial intermediary for instructions on how to vote your shares.

NOTICE-AND-ACCESS

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators (the " Notice-and-Access Provisions ") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Company to post the Information Circular and any additional materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a paper copy of the Information Circular. The Company will not use the procedure known as "stratification" in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

Please review the Information Circular carefully and in full prior to voting as the Information Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Information Circular is available under the Company's profile on SEDAR+ at www.sedarplus.ca and at https://worldcopperltd.com.

Any Shareholder who wishes to receive a paper copy of the Information Circular should contact the Company at Suite 2710 – 200 Granville Street, Vancouver, British Columbia, Canada, V6C 1S4, Attention: Marla Ritchie, Corporate Secretary, or by telephone at 604-638-3287. Shareholders may also use the tollfree number (1-888-331-0096) to request a copy of the Information Circular and obtain additional information about the Notice-and-Access Provisions.

In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such shareholder to review the Information Circular and return a voting instruction form or proxy prior to the deadline, it is strongly suggested that a Shareholder ensure their request is received no later than December 4 , 2023 .

DATED at Vancouver, British Columbia, this 30th day of October, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Hendrik van Alphen Chairman and Director

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WORLD COPPER LTD.

Suite 2710 – 200 Granville Street Vancouver, British Columbia V6C 1S4

MANAGEMENT INFORMATION CIRCULAR

This Information Circular is being furnished in connection with the solicitation of proxies by the management of World Copper Ltd. (the "Company") for use at the annual general meeting (the "Meeting") of the holders of common shares in the capital of the Company (the "Shareholders") to be held at Suite 2710 – 200 Granville Street, Vancouver, British Columbia, Canada, V6C 1S4 on Thursday, December 14, 2023 at 9:00 a.m. (Vancouver time) for the purposes set forth in the accompanying Notice of Meeting.

GENERAL PROXY INFORMATION AND CIRCULAR DISCLOSURE

Persons Making the Solicitation

While it is expected that the solicitation of proxies will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of the Company at nominal cost. The Company may reimburse Shareholders' nominees or agents (including brokers holding shares on behalf of clients) for the cost incurred in obtaining authorization from their principals to execute proxies. All costs of solicitation will be borne by the Company. None of the directors of the Company have advised that they intend to oppose any action intended to be taken by management as set forth in this Information Circular.

Notice-and-Access

The Company has elected to use the "notice-and-access" process that came into effect on February 11, 2013 under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (" NI 54-101 ") and National Instrument 51-102 Continuous Disclosure Obligations (" NI 51-102 ") of the Canadian Securities Administrators, for distribution of this Information Circular and other meeting materials to registered Shareholders and non-registered Shareholders as set out in the "Advice to NonRegistered Shareholder" section below.

Notice-and-access allows issuers to post electronic versions of meeting materials, including information circulars, annual financial statements and management discussion and analysis, online, via SEDAR+ and one other website, rather than mailing paper copies of such meeting materials to shareholders. The Company anticipates that utilizing the notice-and-access process will reduce both postage and printing costs.

The Company has posted the Notice of Meeting, this Information Circular, the form of proxy, the Company's audited financial statements for the year ended December 31, 2022 and the auditor's report thereon (the " Annual Financial Statements ") and the related management's discussion and analysis (the " Annual MD&A ") on the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at www.worldcopperltd.com, and will remain on its website at least until the date that is one year

after the date the materials were posted. The Company will not be adopting stratification procedures in relation to the use of notice-and-access.

Although the Notice of Meeting, this Information Circular, the form of proxy, the Annual Financial Statements, the Annual MD&A and other meeting materials (collectively the " Meeting Materials ") will be posted electronically online, subject to the provisions set out below under the heading "Advice to NonRegistered (Beneficial) Shareholders", the registered and non-registered shareholders (collectively, the " Notice-and-Access Shareholders ") will receive a "notice package" (the " Notice-and-Access Notification ") by prepaid mail, which includes the information prescribed by NI 54-101 and a proxy form or voting instruction form from their respective intermediaries. Notice-and-Access Shareholders should follow the instructions for completion and delivery contained in the proxy or voting instruction form. Shareholders are reminded to carefully review this Information Circular before voting.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy (the " Proxy ") are directors or officers of the Company. A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR THE SHAREHOLDER AND ON THE SHAREHOLDER'S BEHALF AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND STRIKING OUT THE TWO PRINTED NAMES, OR BY COMPLETING ANOTHER FORM OF PROXY. A Proxy will not be valid unless the completed, dated and signed Proxy is received by Endeavor Trust Corporation, 702 – 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4 by 9:00 a.m. (Vancouver time) on December 12, 2023 or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone, fax and internet voting can be completed by following the instructions on the Proxy.

Late Proxies may be accepted or rejected by the Chairman of the Meeting at their discretion and the Chairman of the Meeting is under no obligation to accept or reject any particular late Proxy. The Chairman of the Meeting may waive or extend the Proxy cut-off without notice.

A Shareholder who has given a Proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the Company, at Suite 2710 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4, Attention: Marla Ritchie, Corporate Secretary, at any time up to and including the last business day preceding the day of the Meeting or any adjournment of it or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

If you are a non-registered Shareholder, please follow the instructions from your bank, broker or other financial intermediary for instructions on how to revoke your voting instructions.

Exercise of Discretion

If the instructions in a Proxy are certain, the shares represented thereby will be voted on any poll by the persons named in the Proxy and, where a choice with respect to any matter to be acted upon has been specified in the Proxy, the shares represented thereby will, on a poll, be voted or withheld from voting in accordance with the specifications so made. If you do not provide instructions in your Proxy, the persons named in the enclosed Proxy will vote your shares FOR the matters to be acted on at the Meeting.

The persons named in the enclosed Proxy will have discretionary authority with respect to any amendments or variations of these matters or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment or other item of business that comes before the Meeting is routine or contested. The persons named in the enclosed Proxy will vote on such matters in accordance with their best judgment. At the time of the publication of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

Advice to Non-Registered (Beneficial) Shareholders

The information set out in this section is important to many Shareholders as a substantial number of Shareholders do not hold their shares in their own name.

Only registered Shareholders or duly appointed proxyholders for registered Shareholders are permitted to vote at the Meeting. Shareholders of the Company are "non-registered" Shareholders if 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 the shares.

More particularly, a person is not a registered Shareholder in respect of shares of the Company which are held on behalf of that person (the " Non-Registered Holder ") but which are registered either (a) in the name of an intermediary (the " 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 RRSPs, RRIFs, RESPs 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.

The Company has decided to use notice-and-access in accordance with NI 54-101 to deliver the Meeting Materials and accordingly, the Company will only be mailing the Notice-and-Access Notification and Proxy to Non-Registered Holders as set out below.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Very often, Intermediaries will use service companies (such as Broadridge Investor Communication Solutions) to forward the Meeting Materials to Non-Registered Holders. Generally, if you are a Non-Registered Holder and you have not waived the right to receive the Meeting Materials you will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature) which is restricted to the number of shares beneficially owned by you, but which is otherwise not complete. Because the Intermediary has already signed the proxy, this proxy is not required to be signed by you when submitting it. In this case, if you wish to submit a proxy you should otherwise properly complete the executed proxy provided and deposit it with Endeavor Trust Corporation , as provided above; or
(b) more typically, a Non-Registered Holder will 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 , will constitute voting instructions (often called a "proxy", "proxy authorization form" or "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page preprinted form. Sometimes, instead of the one-page printed form, the voting instruction form will consist of a regular printed proxy accompanied by a page of instructions that contains a removable label containing a barcode and other information. In order for the proxy to validly constitute a voting instruction form, the Non-Registered Holder must remove the label from the instructions and affix it to the proxy, properly complete and sign the proxy and return it to the Intermediary
4 -

or its service company (not the Company or Endeavor Trust Corporation) in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of the shares that they beneficially own. If you are a Non-Registered Holder and you wish to vote at the Meeting in person as proxyholder for the shares owned by you, you should strike out the names of the management-designated proxyholders named in the proxy authorization form or voting instruction form and insert your name in the blank space provided. In either case, you should carefully follow the instructions of your Intermediary, including when and where the proxy, proxy authorization or voting instruction form is to be delivered.

The applicable Meeting Materials are being sent to both registered Shareholders and Non-Registered Holders who have not objected to the Intermediary through which their shares are held disclosing ownership information about themselves to the Company (" NOBOs "). If you are a NOBO, and the Company or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary on your behalf.

If you are a Non-Registered Holder who has objected to the Intermediary through which your shares are held disclosing ownership information about you to the Company (an " OBO "), you should be aware that the Company does not intend to pay for Intermediaries to forward the Meeting Materials, including proxies or voting information forms, to OBOs and therefore an OBO will not receive the Meeting Materials unless that OBO's Intermediary assumes the cost of delivery.

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

Other than as disclosed elsewhere in this Information Circular, none of the current directors or executive officers, no proposed nominee for election as a director, none of the persons who have been directors or executive officers since the commencement of the 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, with the exception of the ratification and approval of the Company's Stock Option Plan (as defined below).

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of common shares, each share carrying the right to one vote. As at October 30, 2023, 125,006,998 common shares were issued and outstanding.

Only holders of common shares of record at the close of business on October 30, 2023 (the " Record Date "), who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their common shares voted at the Meeting.

On a show of hands, every individual who is present as a registered Shareholder or as a duly appointed representative of one or more registered corporate Shareholders will have one vote, and on a poll every registered Shareholder present in person or represented by a validly appointed proxyholder, and every person who is a duly appointed representative of one or more corporate registered Shareholders, will have one vote for each common share registered in the name of the Shareholder on the list of Shareholders, which is available for inspection during normal business hours at Endeavor Trust Corporation and will be available at the Meeting. Shareholders represented by proxyholders are not entitled to vote on a show of hands.

To the knowledge of the directors and executive officers of the Company, based on public information, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, common shares carrying 10% or more of the voting rights attached to all of the issued and outstanding common shares as at the Record Date other than as set out in the table below.

Name	Number of Common Shares Owned or Controlled	Percentage of Class
Wealth Minerals Ltd. Vancouver, British Columbia	20,496,568	16.40%
Robert C. Kopple(1) Beverly Hills, California	14,804,695	11.84%

Note:

(1) Of the 14,804,695 Common Shares, 35,139 are held by Robert C. Kopple, 1,211,682 Common Shares are owned by EL II Properties Trust; 4,039,804 Common Shares are owned by KF Business Ventures LP; and 9,518,070 Common Shares are owned by the Kopple Family Limited Partnership.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company, the proposed nominees for election to the board of directors of the Company (the " Board " or " Board of Directors "), or their respective associates or affiliates, are or have been indebted to the Company or its subsidiaries as at the date of this Information Circular or since the beginning of the last completed financial year of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, since the beginning of the Company's last financial year, no "informed person" of the Company (including a director, officer or individual or corporation that beneficially owns or controls 10% or more of the issued and outstanding voting securities of the Company), proposed nominee for election as a director of the Company (" proposed director "), or any associate or affiliate of any informed person or proposed director, has any material interest, direct or indirect in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. See " Interest of Certain Persons or Companies in the Matters to be Acted Upon ".

MANAGEMENT CONTRACTS

The management functions of the Company and its subsidiaries are primarily performed by the directors and executive officers of the Company, and not to any substantial degree by any other person with whom the Company has contracted.

STATEMENT OF EXECUTIVE COMPENSATION

Securities legislation requires the disclosure of the compensation received by each "Named Executive Officer" (" Named Executive Officer " or " NEO ") of the Company for the most recently completed financial year. "Named Executive Officer" is defined by securities legislation to mean: (i) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer; (ii) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer; (iii) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (i) and (ii) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance

with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers , for that financial year; and (iv) each individual who would be a named executive officer under paragraph (iii) 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 that financial year.

During the year ended December 31, 2022, the Company had two individuals who were Named Executive Officers, namely Nolan Peterson, Chief Executive Officer, and Sead Hamzagic, Chief Financial Officer.

All amounts stated in this Information Circular are in Canadian dollars.

Summary Compensation Table

Set out below is a summary of compensation paid or accrued to each Named Executive Officer and directors of the Company during the two most recently completed financial years.

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
		Salary, consulting		Committee		Value of all
		fee, retainer or		or meeting	Value of	other	Total
		commission	Bonus	fees	perquisites	compensation	compensation
Name and position	Year	($)	($)	($)	($)	($)	($)
Nolan Peterson Chief Executive Officer(1)	2022	280,500	-	-	-	280,500	280,500
	2021	187,631	-	-	-	184,011	371,642
Patrick Burns Director and Former President(2)	2022	-	-	-	-	-	-
	2021	104,534	-	-	-	46,003	150,537
Sead Hamzagic Chief Financial Officer(3)	2022	90,687	-	-	-	90,687	90,687
	2021	48,000	-	-	-	46,003	94,003
Henk Van Alpen Director(4)	2022	120,000	-	-	-	-	120,000
	2021	110,000	-	-	-	110,000	110,000
Roberto Fréraut Director(5)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Robert Kopple Director(6)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Timothy McCutcheon Director(7)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Keith Henderson Former Director(8)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Stuart Ross Former Director(9)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Matias Herrero Former Director(10)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-

Joe DeVries Former President, Chief Executive Officer and Director(11)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Richard Barnett Former Chief Financial Officer and Secretary(12)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Ron Hughes Former Director(13)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-
Drew Maness Former Director(14)	2022	-	-	-	-	-	-
	2021	-	-	-	-	-	-

Notes:

(1) Mr. Peterson was appointed CEO of the Company on April 26, 2021 and President on January 28, 2022.
(2) Mr. Burns was appointed President of the Company on January 15, 2021 and he subsequently resigned on January 28, 2022.
(3) Mr. Hamzagic was appointed CFO of the Company on October 7, 2020.
(4) Mr. Van Alphen was appointed as a director of the Company on January 15, 2021.
(5) Mr. Fréraut was appointed as a director of the Company on January 15, 2021.
(6) Mr. Kopple was appointed as a director of the Company on January 28, 2022.
(7) Mr. McCutcheon was appointed as a director of the Company on February 10, 2021.
(8) Mr. Henderson was appointed as a director of the Company on January 28, 2022, and he ceased to be a director on September 27, 2022.
(9) Mr. Ross was appointed as a director of the Company on January 15, 2021, and he resigned as a director on February 9, 2021.
(10) Mr. Herrero was appointed as a director of the Company on January 15, 2021, and he resigned as a director on June 17, 2021.
(11) Mr. DeVries resigned as Chief Executive Officer, President and a director of the Company on January 15, 2021.
(12) Mr. Barnett resigned as Chief Financial Officer and Secretary of the Company on January 15, 2021.
(13) Mr. Hughes resigned as a director of the Company on January 15, 2021.
(14) Mr. Maness resigned as a director of the Company on January 15, 2021.

External Management Companies

Management functions of the Company are not, to any substantial degree, performed by a person or persons other than the directors or senior officers of the Company. Of the Company’s Named Executive Officers, Sead Hamzagic is not an employee of the Company.

Stock Options and Other Compensation Securities

Set out below is a summary of all compensation securities granted or issued to each Named Executive Officer and director of the Company during the most recently completed financial year:

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, convers ion or exercise price ($)	Closing price of security or underlyin g security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Nolan Peterson Chief Executive, Officer and President	Stock Options	600,000(1)(2) 800,000(1) 600,000(1) (1.76%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025
Sead Hamzagic Chief Financial Officer	Stock Options	100,000(1) 200,000(1) 100,000(1) (0.35%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025
Hendrik Van Alphen Director	Stock Options	800,000(1) 600,000(1) 800,000(1) (1.93%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025
Patrick Burns Director	Stock Options	150,000(1)(2) 200,000(1) 150,000(1) (0.44%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025
Roberto Fréraut Director	Stock Options	150,000(1)(2) 200,000(1) 150,000(1) (0.44%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, convers ion or exercise price ($)	Closing price of security or underlyin g security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Robert Kopple Director	Stock Options	350,000(1)(2) 200,000(1) 350,000(1) (0.79%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025
Timothy McCutcheon Director	Stock Options	150,000(1)(2) 200,000(1) 150,000(1) (0.44%)(3)	Jan-31, 2022 Aug-19, 2022 Sep-30, 2022	$0.91 $0.31 $0.27	$0.91 $0.31 $0.27	$0.17 $0.17 $0.17	Jan-31, 2024 Aug-19, 2025 Sep-30, 2025
Keith Henderson Former Director	Stock Options	350,000(1)(2) 500,000(1) (0.75%)(3)	Jan-31, 2022 Sep-30, 2022	$0.91 $0.27	$0.91 $0.27	$0.17 $0.17	Jan-31, 2024 Sep-30, 2025

Notes:

(1) Each stock option is exercisable for one (1) common share in the capital of the Company. All compensation securities vested on the grant date thereof. Except as disclosed in the notes to this table, none of the compensation securities have been repriced, cancelled and replaced, had its term extended or otherwise been materially modified in the most recently completed financial year. Except as otherwise disclosed under "Stock Option Plan and Other Incentive Plans" below, none of the compensation securities have any restrictions or conditions for converting, exercising or exchanging the compensation securities

(2) The stock options originally granted on January 31, 2022 were cancelled on September 29, 2022.

(3) Percentage of class of underlying securities if exercised, calculated as at December 31, 2022.

(4) The table below sets out the amount of compensation securities held by each NEO or director as of December 31, 2022.

Name	Number of Stock Options Held (each exercisable for one (1) common share in the capital of the Company)
Nolan Peterson	1,400,000
Sead Hamzagic	300,000
HendrikVan Alphen	1,400,000
Patrick Burns	350,000
Roberto Fréraut	350,000
Robert Kopple	550,000
Timothy McCutcheon	350,000
Keith Henderson	500,000
TOTAL:	5,200,000

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No Named Executive Officer or director of the Company exercised any outstanding compensation securities during the most recently completed financial year of the Company.

Stock Option Plan and Other Incentive Plans

The Company's current stock option plan is a 10% "rolling" stock option plan which was originally adopted on January 15, 2021 and amended on June 14, 2022, which amended plan was ratified and approved by shareholders on September 27, 2022 (as amended, the " Stock Option Plan "). The underlying purpose of the Stock Option Plan is to attract and motivate the directors, officers, employees and consultants of the Company and its subsidiaries to advance the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the Stock Option Plan. As the Stock Option Plan is a "rolling" stock option plan, it is a condition of TSX Venture Exchange (" TSXV ") approval of the Stock Option Plan that shareholder approval be obtained annually. At any one time a maximum of 10% of the issued common shares of the Company are reserved for the exercise of options granted under the Stock Option Plan.

Accordingly, at the Meeting, the Company intends to ask its shareholders to re-approve the Stock Option Plan pursuant to an ordinary resolution, as more fully described below under " Particulars of Matters to Be Acted Upon ". A summary of the material terms of the Stock Option Plan are set out below, which summary is intended as a brief description of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan. A copy of the Stock Option Plan is available under the Company's profile on SEDAR+ at www.sedarplus.ca and a copy of the Stock Option Plan may also be inspected at the head office of the Company, Suite 2710 – 200 Granville Street, Vancouver, British Columbia during normal business hours and at the Meeting.

Eligible Participants

Options may be granted under the Stock Option Plan to directors or officers of the Company or an affiliate of the Company (in this section collectively, the " Directors "), employees of the Company or a subsidiary of the Company (in this section collectively, the " Employees "), consultants of the Company or a subsidiary or affiliate of the Company (in this section collectively, the " Consultants "), or an Eligible Charitable Organization (as defined in the Stock Option Plan). The Board, in its discretion, determines which of the Directors, Employees, Consultants or Eligible Charitable Organizations will be awarded options under the Stock Option Plan.

Number of Shares Reserved

The number of common shares in the capital of the Company which may be issued pursuant to options granted under the Stock Option Plan may not exceed 10% of the issued and outstanding common shares at the date of granting of options (including all options granted by the Company prior to the adoption of the Stock Option Plan and thereunder). Options which are cancelled or expire prior to exercise continue to be issuable under the Stock Option Plan. Options which may be granted to Optionees (as defined in the Stock Option Plan) who are engaged or employed in Investor Relations Activities (as defined in the Stock Option - Plan) during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding Company Shares, calculated at the date such options are granted.

Term of Options

Subject to the termination and change of control provisions noted below, the terms of any option granted under the Stock Option Plan is determined by the Board and may not exceed ten years from the date of grant.

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Exercise Price

The exercise price of options granted under the Stock Option Plan is determined by the Board, provided that it is not less than the Discounted Market Price, as that term is defined under applicable TSXV policies or such other minimum price as is permitted by the TSXV in accordance with the policies, as amended from time to time, or, if the common shares are no longer listed on the TSXV, then such other exchange or quotation system on which the common shares are listed or quoted for trading. The exercise price of options granted to insiders may not be decreased without disinterested shareholder approval at the time of the proposed amendment.

Limitations

For so long as the common shares of the Company are listed on the TSXV, the number of common shares, calculated at the date such options are granted, reserved for issuance to:

(a) any one option holder pursuant to options granted to such option holder during any 12 month period shall not exceed 5% of the issued and outstanding common shares;
(b) any one option holder, who is a Consultant, in respect of options granted to such Consultant during -
any 12 month period shall not exceed 2% of the issued and outstanding common shares;
(c) all option holders who are engaged or employed in Investor Relations Activities, as defined under -
applicable TSXV policies, during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding common shares; and
(d) Eligible Charitable Organizations shall not at any time exceed 1% of the issued and outstanding common shares.

Vesting

Subject to the vesting and change of control provisions noted below, all options granted pursuant to the Stock Option Plan will be subject to such vesting requirements as may be prescribed by the TSXV, if applicable, or as may be imposed by the Board of Directors. If the option holder is a Consultant providing investor relations services, any option granted to the Consultant under the Stock Option Plan must vest in stages over at least 12 months with no more than one quarter of the option vesting in any three-month period. The vesting of outstanding options granted to Optionees who provide Investor Relations Activities cannot be accelerated without the prior written approval of the TSXV.

Termination of Options

Any options granted pursuant to the Stock Option Plan will terminate upon the earliest of:

(a) the end of the term of the option;
(b) if the termination is as a result of dismissal for just cause, any vested or unvested options will terminate automatically and become void immediately;
(c) where an optionee's position as an Employee, Consultant or Director terminates for a reason other than the optionee's death or termination for just cause, 90 days after such date of termination; upon an Optionee ceasing to be an Optionee for a reason other than the Optionee's death or termination for just cause, each unvested option granted to such Optionee shall terminate and become void immediately;
(d) if the termination is as a result of the Optionee's death, (i) each unvested Option granted to such Optionee shall terminate and become void immediately; and (ii) each vested Option held by such
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Optionee at the time of death may be exercised by the Successor, provided that any such vested Option shall cease to be exercisable on the date determined by the Board, which shall not be less than three months and not more than 12 months from the date of death;

(e) the date of any sale, transfer, assignment or hypothecation or any attempted sale, transfer, assignment or hypothecation, of such option in violation of the Stock Option Plan; or
(f) the occurrence of certain other termination events, as set-out in the Stock Option Plan.

The Board may from time to time amend or terminate the Stock Option Plan or any options granted thereunder, provided that no such amendment or termination may be made (except with the written consent of the holders of options under the Stock Option Plan concerned or unless required to make the Stock Option Plan or the options granted thereunder comply with the rules and policies of the TSXV) that affects the terms and conditions of options granted under the Stock Option Plan which have not been exercised or terminated.

The Stock Option Plan does not permit stock options to be transformed into stock appreciation rights.

Employment, Consulting and Management Agreements

The Company entered into an employment agreement with Nolan Peterson made as of April 20, 2021 (the " Peterson Employment Agreement "), pursuant to which Mr. Peterson is to be paid a base salary of $25,000 per month to serve as Chief Executive Officer of the Company, provided that the first six (6) months of his employment Mr. Peterson was to be paid a base salary of $22,000 per month. Mr. Peterson is also entitled under the Peterson Employment Agreement to (i) be reimbursed for reasonable travel and other expenses properly incurred, (ii) receive incentive stock options to purchase up to 300,000 common shares of the Company for a period of three years at an exercise price to be determined based on the Company's market price, and (iii) participate in the Company's benefits plan. In addition, the Peterson Employment Agreement contains provisions whereby Mr. Peterson may be granted a performance-based bonus targeted to 20% of his base salary (based on the completion of certain key performance indicators (KPIs) to be determined by the Board), as well as termination provisions, which termination provisions are summarized below:

(a) Mr. Peterson may terminate the Peterson Employment Agreement by providing one months' written notice to the Company of his intent to terminate;
(b) the Company may immediately terminate the Peterson Employment Agreement at any time by written notice to Mr. Peterson, if there is just cause; and
(c) the Company may terminate the Peterson Employment Agreement at any time by written notice to Mr. Peterson, without cause, provided that:
(i) the Company shall pay Mr. Peterson a lump sum equal to three (3) months' base salary and bonus calculated up to the date of termination, plus other sums owed for arrears of base salary, and expenses properly incurred, provided that for each twelve (12) month period Mr. Peterson has been employed by the Company, he will be entitled to an additional one (1) month of base salary and bonus calculated at the time of termination; and
(ii) Mr. Peterson shall be entitled to exercise any stock options granted and held by him at the date of termination in accordance with the terms of the Company's stock option plan in effect at the date of the notice of termination provided by the Company.
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Oversight and Description of Director and NEO Compensation

The Company has taken a forward-looking approach for the compensation of its directors, senior management, employees and consultants to ensure that the Company can continue to build and retain a successful and motivated discovery and development team and, importantly, align the Company's future success with that of its Shareholders. During the financial year ended December 31, 2021, the Company had not established a compensation committee nor adopted any formal compensation policies. The Board functioned as the compensation committee of the Company for the purpose of reviewing, on an annual basis, the adequacy and form of compensation of directors and NEOs to ensure that such compensation reflects the responsibilities, time commitment and risks involved in such roles or positions.

Compensation Committee

The Board has established a compensation committee (the " Compensation Committee ") and has adopted a written charter for the Compensation Committee, effective May 18, 2022. The principal purpose of the Compensation Committee is to advise and make recommendations to the Board regarding the Company's strategy, policies and programs on the compensation and development of directors and NEOs. The guiding philosophy of the Compensation Committee in determining compensation is the need to provide a compensation package that is competitive and motivating, to attract and retain qualified persons and to encourage and motivate performance.

The Company's Compensation Committee (the " Compensation Committee ") is responsible for considering and reviewing the adequacy and form of compensation of directors and senior management so as to ensure that the compensation reflects the directors and senior management's skill and experience levels, and the risks and responsibilities of such positions, making recommendations to the Board for approval in respect of the amount and composition of the compensation to be paid to senior management, making recommendations to the Board for approval in respect of the amount and composition of compensation to be paid to members of the Board and the committees thereof and reviewing and approving the executive compensation disclosure before the Company publicly discloses such information. The Compensation Committee is also responsible for reviewing and administering pension, stock option, equity and other incentive plans, as applicable, and making recommendations to the Board with respect to such plans and with respect to securities granted thereunder, along with reviewing the design and competitiveness of the Company's compensation and benefit programs generally.

After notifying the Board, the Compensation Committee may retain or appoint, at the Company's expense, such consultants and other experts and advisors as it deems necessary to carry out the Committee's duties, and to set and pay their compensation. Currently, the Compensation Committee is comprised of three members, namely, Hendrik Van Alphen, Timothy McCutcheon, and Roberto Fréraut, all of whom are knowledgeable as to appropriate factors to consider when determining fair compensation for a reporting issuer's NEOs and directors and of fair compensation practices.

Compensation Components

Compensation of the Company's NEOs is based on their skill, experience levels and the existing stage of development of the Company. NEOs are rewarded on the basis of the skill and level of responsibility involved in their position, the individual's experience and qualifications, the Company's resources, industry practice, and regulatory guidelines regarding executive compensation levels.

The Board of Directors has implemented three levels of compensation to align the interests of the NEOs with those of the Shareholders:

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annual base salary;
short-term incentives (bonus); and
long-term incentives (stock options).

The Company does not provide medical, dental, pension or other benefits to NEOs. The Compensation Committee believes that the compensation policies and practices of the Company do not encourage executive officers to take unnecessary or excessive risk; however, the Board intends to review from time to time and at least once annually, the risks, if any, associated with the Company's compensation policies and practices at such time. Implicit in the Board of Directors' mandate is that the Company's policies and practices respecting compensation, including those applicable to the Company's executives, be designed in a manner which is in the best interests of the Company and Shareholders, and risk implications is one of many considerations which are taken into account in such design. To date, no specific formulas have been developed to assign a specific weighting to each of these components.

Annual Base Salary

The base compensation of each NEO is reviewed annually by the Board of Directors, based on the recommendations of the Compensation Committee. The Company has not established a formal "peer group" of companies against which to benchmark the Company's executive compensation arrangements. The salary review for each NEO is based on an assessment of factors such as:

current competitive market conditions;
level of responsibility and importance of the position within the Company; and
particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual.

Using this information, together with budgetary guidelines and other internally generated planning and forecasting tools, the Board intends to perform an annual assessment of all executive officer compensation levels and then set base salaries or consulting fees of the NEOs in accordance with such assessment. The base compensation, if any, of the directors of the Company is also reviewed and set annually by the Board.

Short-term Incentive Compensation – Bonus

Short-term incentive compensation of each NEO consists of cash or share bonuses which, if awarded, recognize the contributions to achieving the Company's goal and objectives that result in significant increase in Shareholder value. Bonus payments are determined by the Board of Directors in special circumstances.

Long-Term Compensation – Stock Options

Long-term compensation is paid to NEOs in the form of grants of stock options. The Stock Option Plan is used to encourage share ownership and entrepreneurship on the part of the directors, senior management, employees and consultants and as such, the Board believes that the Stock Option Plan aligns the interests of NEOs with the interests of Shareholders by linking a component of executive compensation to the longerterm performance of the Company. See " Stock Option Plan and Other Incentive Plans " for additional information.

The Stock Option Plan is administered by the Board, who have full and final authority with respect to the granting of all options thereunder. All options granted to NEOs are approved by the Board, based on the recommendations of the Compensation Committee. In administering stock option grants, the Board generally takes into account the level of options granted by comparable companies for similar levels of responsibility, the executive's performance, anticipated future contribution and on reports received from

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management, its own observations on individual performance (where possible) and its assessment of individual contribution to Shareholder value.

In addition to determining the number of options to be granted pursuant to the methodology outlined above, and subject to earlier termination in the event of dismissal for cause, early retirement, voluntary resignation or termination other than for cause, or in the event of death or disability, the Board also makes the following determinations:

the exercise price for each option granted;
the date on which each option is granted;
the vesting terms for each stock option; and
the other material terms and conditions of each stock option grant.

The Board makes these determinations subject to and in accordance with the provisions of the stock option plan and the policies of the TSXV, and options granted under the plan are not transferable or assignable other than by testamentary instrument or pursuant to the laws of succession.

As of December 31, 2022, there were 10,755,000 stock options issued and outstanding to the Company's directors and NEOs pursuant to the Amended Plan.

Pension Plan Benefits

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

For a discussion of the Company's Stock Option Plan, please see " Stock Option Plan and Other Incentive Plans " above.

The following table sets out details of all the Company's equity compensation plans as of December 31, 2022, being the end of the Company's most recently completed financial year.

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 security holders	10,755,000	N/A	615,033
Equity compensation plans not approved by security holders	Nil	N/A	Nil
TOTAL	10,755,000	N/A	615,033

Notes:

(1) For more details regarding the Stock Option Plan, see " Stock Option Plan and Other Incentive Plans ".
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CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian Securities Administrators requires the Company to annually disclose certain information regarding its corporate governance practices. That information is disclosed below.

Board of Directors

The Board has responsibility for the stewardship of the Company, including responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), approving and monitoring the Company's significant policies and procedures, including with respect to communications with investors and the financial community, and the integrity of the Company's internal control and management information systems.

The Board currently consists of five directors, three of whom are independent based upon the tests for independence set forth in National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (" NI 52-110 "). Roberto Fréraut and Timothy McCutcheon are independent. Patrick James Burns is not independent by virtue of having served as President of the Company, and Hendrik van Alphen is not independent by virtue of having served as Chief Executive Officer of the Company. Robert Kopple is not considered independent as he is a 10% shareholder, a "control person" of the Company as defined by applicable securities laws.

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

Since the beginning of the Company's last financial year, the independent directors did not hold any ad hoc meetings without the non-independent directors and management.

When a matter being considered involves a director, that director does not vote on the matter. As well, the directors regularly and independently confer amongst themselves and thereby keep apprised of all operational and strategic aspects of the Company's business.

Hendrik van Alphen is the Chairman of the Board of Directors. The Company does not have an independent Chairman of the Board as Mr. van Alphen is not an independent director. However, the independent directors have significant experience as directors and officers of publicly traded companies or as members of the financial investment community and therefore, do not require the guidance of an independent Chairman of the Board in exercising their duties as directors.

Board Mandate

The Board has not adopted a written mandate or code setting out the Board's roles and responsibilities, since it believes it is adequately governed by the requirements of applicable corporate and securities law which provide that the Board has responsibility for the stewardship of the Company and codifies the directors' fiduciary duties. That stewardship includes responsibility for strategic planning, identification of the principal risks of the Company's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of the Company's internal control and management information systems.

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Descriptions of Roles

The Board has not established specific written position descriptions for the Chief Executive Officer or the chair of any committee of the Board. The Board does not currently believe that such position descriptions are necessary and expects to adopt position descriptions if and when the need arises.

Other Directorships

The following table sets out the directors of the Company who are currently directors of other reporting issuers:

Name of Director	Name of other Reporting Issuer
Hendrik van Alphen	Gelum Resources Ltd. Wealth Minerals Ltd.
Patrick James Burns	Woodbine Resources Corp. Norsemont Mining Inc.
Timothy McCutcheon	Kenadyr Mining (Holdings) Corp. Ovoca Bio PLC
Roberto Fréraut	--
Keith Henderson	Latin Metals Inc. Velocity Minerals Ltd.
Robert Kopple	Gelum Resources Ltd. Latin Metals Inc.

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

(a) information respecting the functioning of the Board, committees and copies of the Company's corporate governance policies;
(b) access to recent and historical, publicly filed documents of the Company, management reports and the Company's internal financial information; and
(c) access to management, technical experts and consultants.

Board members are encouraged to communicate with management, auditors and technical consultants, to keep themselves current with industry trends and developments and changes in legislation with management's assistance and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. In order to encourage and promote a culture of ethical business conduct, the Company has adopted a Code of Conduct (the " Code "), a copy of which has been filed on the Company's SEDAR+ profile at www.sedarplus.ca.

The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the appropriate committee of the Board. Compliance with the Code is monitored primarily through the reporting process within the Corporation’s organizational structure.

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Nomination of Directors

The Board of Directors considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual general meeting. The Board takes into account the number of directors required to carry out the Board's duties effectively and to provide the required skills, independence and experience.

The Company's nominating and corporate governance committee (the " NCG Committee ") has the responsibility for identifying potential Board candidates. The principal purpose of the NCG Committee is to provide assistance to the Board in fulfilling its responsibility to Shareholders and potential Shareholders and the investment community by:

(a) developing and recommending to the Board corporate governance principles applicable to the Company;
(b) identifying and recommending qualified individuals for nomination to the Board; and
(c) providing assistance to the Chairman of the Board of Directors, if any.

When selecting and recommending director nominees, the NCG Committee shall consider: (i) the appropriate size of the Board; (ii) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; (iii) the competencies and skills that the Board considers each existing director to possess; (iv) the competencies and skills each director nominee will bring to the Board; and (v) whether or not each director nominee can devote sufficient time and resources to such person's duties as a director.

The principal roles and responsibilities of the NCG Committee shall include:

(a) periodically, identifying individuals qualified to be nominated for election to the Board or any of the Board's committees, consistent with criteria approved by the Board, and making recommendations to the Board on persons that the Board should nominate for election as directors at the next annual meeting of the shareholders of the Company;
(b) periodically, evaluating the performance, qualifications and independence of each member of the Board and its committees, and making recommendations to the Board on any necessary or desirable changes in the composition of the Board or any of its committees;
(c) periodically, assessing the performance of the Board and its committees, the contributions by individual directors, the quality of the relationship between management of the Company and the Board and recommending any improvements, if necessary. This assessment shall consider, in the case of the Board or a committee of the Board, its mandate or charter and, in the case of individual directors, the applicable position description as well as the competencies and skills each individual director is expected to bring to the Board;
(d) periodically, reviewing and assessing the NCG Committee charter and any other Board committee charters, and the policies of the Company, and making recommendations to the Board on any recommended amendments thereto;
(e) identifying corporate governance standards and practices applicable to the Company and monitoring new developments in corporate governance, and making recommendations to the Board as required;
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(f) developing corporate governance principles applicable to the Company, and making recommendations to the Board on any such principles;
(g) assisting the Board in reviewing and approving the disclosure with respect to corporate governance practices required to be included in the regulatory filings of the Company based on advice from legal and accounting advisors;
(h) considering and making recommendations to the Board on any requests for waivers of the Code , and reviewing and recommending changes to the Code. The Company shall make disclosure of such waivers of the Code as required by applicable laws and stock exchange policies, based on advice from legal counsel; and
(i) exercising such other powers and performing such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Compensation Committee by the Board.

The current members of the NCG Committee are Hendrik van Alphen, Timothy McCutcheon and Roberto Fréraut.

Assessments

The Board of Directors has not established a formal process to regularly assess the Board and the Audit Committee with respect to their effectiveness and contributions. Nevertheless, their effectiveness is subjectively measured on an ongoing basis by each director based on their assessment of the performance of the Board, the Audit Committee or the individual directors compared to their expectation of performance. In doing so, the contributions of an individual director are informally monitored by the other Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

Compensation

The Compensation Committee has the responsibility for determining compensation for the directors and senior management. The principal purpose of the Compensation Committee is to advise and make recommendations to the Board regarding the Company's strategy, policies and programs on the compensation and development of directors of the Company and senior management of the Company.

The principal roles and responsibilities of the Compensation Committee include:

(a) reviewing and assessing the adequacy of the Compensation Committee charter from time to time and, where necessary, recommending changes to the charter;
(b) considering and reviewing the adequacy and form of compensation of directors and senior management so as to ensure that the compensation reflects the directors and senior management's skill and experience levels, and the risks and responsibilities of such positions;
(c) making recommendations to the Board for approval in respect of the amount and composition of the compensation to be paid to senior management;
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(d) making recommendations to the Board for approval in respect of the amount and composition of compensation to be paid to members of the Board and the committees thereof;
(e) reviewing and approving the corporate goals and objectives relevant to senior management, evaluating their performance in light of these goals and objectives and making recommendations to the Board with respect to senior management's compensation based on this evaluation;
(f) reviewing and recommending policies relating to compensation of directors and senior management to the Board for approval;
(g) reviewing and administering pension, stock option, equity and other incentive plans, as applicable, and making recommendations to the Board with respect to such plans and with respect to securities granted thereunder;
(h) reviewing the design and competitiveness of the Company's compensation and benefit programs generally;
(i) reporting to the Board on all other matters and recommendations made by the Compensation Committee;
(j) reviewing and approving the executive compensation disclosure before the Company publicly discloses such information;
(k) if requested by the Board, considering the implications of the risks associated with the Company's compensation policies and practices; and
(l) exercising such other powers and performing such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Compensation Committee by the Board.

The current members of the Compensation Committee are Hendrik van Alphen, Timothy McCutcheon and Roberto Fréraut.

Other Board Committees

The Board of Directors has no other standing committees other than the Audit Committee (as defined below), the NCG Committee, and the Compensation Committee.

AUDIT COMMITTEE

NI 52-110 requires the audit committee of the Board (the " Audit Committee ") to meet certain requirements. It also requires the Company to disclose in this Information Circular certain information regarding the Audit Committee. That information is disclosed below.

Overview

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Audit Committee is also mandated to review and approve all related party transactions which may be entered into by the Company.

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Composition of the Audit Committee

Unless an issuer is a "venture issuer" (an issuer, the securities of which are not listed or quoted on any of the Toronto Stock Exchange, a market in the United States other than the over-the-counter market, or a market outside of Canada and the United States) as of the end of its last financial year, NI 52-110 requires each member of an issuer's audit committee to be independent and financially literate. Since the Company is a "venture issuer", it is exempt from this requirement.

As of the date hereof, the Audit Committee consists of the following members: Timothy McCutcheon (Chairman), Roberto Fréraut and Robert Kopple. Each member of the Audit Committee is considered to be financially literate in that they have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

Two of the three current members of the Audit Committee, being Roberto Fréraut and Timothy McCutcheon, are considered independent as defined by NI 52-110. Robert Kopple is not considered independent as he is a 10% shareholder, a "control person" of the Company as defined by applicable securities laws. To be considered to be independent, a member of the Audit Committee must not have any direct or indirect "material relationship" with the Company. A material relationship is a relationship which could, in the view of the Board reasonably interfere with the exercise of a member's independent judgment.

The members of the Audit Committee are elected by the Board at its first meeting following the annual Shareholders' meeting. In the event that the Board does not elect a Chairman of the Audit Committee, the members of the Audit Committee may elect a Chairman by a majority vote of the full Audit Committee membership.

Relevant Education and Experience

In addition to each member's general business experience, each of the Audit Committee members has the ability to read and understand financial statements and has held director or officer positions with other reporting issuers in the mineral exploration and mining sector where he has been actively involved in financing and fundraising activities. See " Corporate Governance Disclosure - Other Directorships " above and " Particulars of Matters to be Acted Upon – Election of Directors " below.

Audit Committee Charter

The Company has adopted the Audit Committee charter, which sets out the Audit Committee's mandate, organization, powers and responsibilities, a copy of which is attached hereto as Appendix A (the " Charter ").

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on an exemption from NI 52-110.

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Pre-Approval Policies and Procedures

Pursuant to the Charter, the Audit Committee reviews the performance of the Company's external auditors, and approves in advance all audit and audit-related services and fees and other related compensation, as well as any non-audit services provided by the Company's external auditors. The pre-approval requirement may be waived with respect to the provision of non-audit services in accordance with the requirements of NI 52-110. For more information, please see the Charter of the Audit Committee attached hereto as Appendix A.

External Auditor Service Fees

The following table sets out the fees paid by the Company to its auditors in its two most recently completed financial years:

Financial Year Ended	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31, 2022	$65,000	$793	$18,300	$29,354
December 31, 2021	$45,000	$549	$Nil	$Nil

Notes:

(1) The aggregate fees billed by the Company's auditor for audit fees.

(2) The aggregate fees billed for assurance and related services by the Company's auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not disclosed in the "Audit Fees" column.

(3) The aggregate fees billed for professional services rendered by the Company's auditor for tax compliance, tax advice, and tax planning.

(4) The aggregate fees billed for professional services other than those listed in the other three columns.

Venture Issuer Exemption

Since the Company is a "venture issuer" as defined in NI 52-110, it relies on the exemption contained in Section 6.1 of NI 52-110 ( Venture Issuers ) from the requirements of Part 5 ( Reporting Obligations ) of NI 52-110 (which requires certain prescribed disclosure about the Audit Committee in the Company's Annual Information Form, if any, and this Information Circular).

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

The Annual Financial Statements and the Annual MD&A will be placed before the Meeting for consideration by the Shareholders. As the Board has approved the Annual Financial Statements, the auditor's reports thereon, and the Annual MD&A, no Shareholders' vote needs to be taken thereon at the Meeting. The Annual Financial Statements and the Annual MD&A will be published on the Company's SEDAR+ profile at www.sedarplus.ca.

Appointment and Remuneration of Auditor

Shareholders will be asked at the Meeting to approve the appointment of Smythe LLP, Chartered Professional Accountants, of 1700 – 475 Howe Street, Vancouver, British Columbia, as auditor of the Company to hold office until the next annual general meeting of the Shareholders at a remuneration to be fixed by the directors. Smythe LLP were appointed as auditor of the Company effective January 22, 2021.

In the absence of instructions to the contrary, a properly executed and returned proxy will be voted for the appointment of Smythe LLP, Chartered Professional Accountants as auditor of the Company

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until the next annual general meeting of the Shareholders and to authorize the directors to fix the auditor's remuneration.

Number of Directors

Shareholders will be asked at the Meeting to approve an ordinary resolution to set the number of directors of the Company at five for the ensuing year. The Board recommends a vote "FOR" the approval of the resolution setting the number of directors at five. In the absence of instructions to the contrary, a properly executed and returned proxy will be voted "FOR" the approval of the resolution setting the number of directors at five.

Election of Directors

The directors of the Company are elected at each annual general meeting of Shareholders. Each director so elected will hold office until the next annual general meeting of the Shareholders or until their successor is elected or appointed, unless their office is earlier vacated in accordance with the articles of the Company or the provisions of the Business Corporations Act (British Columbia).

Each of the persons named in the following table are proposed for nomination for election as a director of the Company. The Board recommends a vote "FOR" each of the nominees listed below. In the absence of instructions to the contrary, a properly executed and returned proxy will be voted "FOR" the proposed directors set out below . Management does not contemplate that any of the proposed directors will be unable to serve as a director.

The following table sets out the name of each proposed director, the province or state and country in which he is ordinarily resident, all offices of the Company now held by him, his principal occupation, the period of time for which he has been a director of the Company, and the number of common shares of the Company beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as of the date of this Information Circular:

Name, province or state and country of residence and positions, current and former, if any, held in the Company	Principal occupation during past five years(1)	Date became a Director	Number of common shares beneficially owned or controlled or directed, directly or indirectly (1)
Hendrik van Alphen(2)(3) British Columbia, Canada Chairman and Director	Businessman; current and former director and officer of several companies, primarily in the mineral exploration industry	January 15, 2021	2,027,684
Patrick James Burns Salta, Argentina Director	Geologist; director and senior officer of several companies	January 15, 2021	166,667
Timothy McCutcheon(2)(3)(4) British Columbia, Canada Director	Corporate mining executive and capital markets professional	February 10, 2021	Nil
Roberto Fréraut(2)(3)(4) Santiago, Chile Director	Chilean mining geologist; professor at the University of Chile	January 15, 2021	Nil

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Name, province or state and country of residence and positions, current and former, if any, held in the Company	Principal occupation during past five years(1)	Date became a Director	Number of common shares beneficially owned or controlled or directed, directly or indirectly (1)
Robert Kopple(4) California, USA Director	Attorney and co-founder of Kopple, Klinger & Elbaz, LLP.; current and former director and officer of several companies	January 28, 2022	14,804,695

Notes:

(1) The information as to principal occupation and number of common shares beneficially owned or controlled, not being within the knowledge of the Company, has been furnished by the respective proposed directors themselves. Unless otherwise indicated, such shares are held directly.
(2) Member of the NCG Committee.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.

Corporate Cease Trade Orders or Bankruptcies

Except as set forth below, to the knowledge of management of the Company:

(a) no director or executive officer is, or within the ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any other issuer that, while that person was acting in that capacity: (i) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation for a period of more than 30 consecutive days; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemptions under securities legislation that was issued after the director or 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;
(b) no director, executive officer or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, or a personal holding company of any such person: (i) is, or within the ten years prior to the date hereof has been, a director or executive officer that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years preceding the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or being 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 individual; and
(c) no director, executive officer or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, within the last 10 years, has: (i) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with the Canadian securities regulatory authority; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
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Mr. van Alphen, the Chairman and a director of the Company and Mr. Kopple, a director of the Company, are directors of Gelum Resources Ltd. (formerly Gelum Capital Ltd.) (" Gelum "). On September 4, 2018, the British Columbia Securities Commission issued a failure-to-file cease trade order against Gelum for failing to file audited annual financial statements, management’s discussion and analysis and certification of annual filings for the financial year ended April 30, 2018. The cease trade order was revoked on August 6, 2019.

Ratification and Approval of Stock Option Plan

The Stock Option Plan is described under " Stock Option Plan and Other Incentive Plans ". The policies of the TSXV require annual shareholder approval for rolling stock option plans which reserve up to 10% of a listed company's shares for issuance. Following Shareholder approval of the Stock Option Plan, any options granted pursuant to the Stock Option Plan will not require further Shareholder or TSXV approval unless the exercise price is reduced or the expiry date is extended for an option held by an insider of the Company.

Shareholders will be asked at the Meeting to consider and, if thought advisable, to approve an ordinary resolution approving and ratifying the Stock Option Plan as follows:

"BE IT RESOLVED THAT:

The Company's Stock Option Plan (the "Stock Option Plan") be and is hereby ratified and approved, subject to the acceptance of the Plan by the TSX Venture Exchange (the "Exchange"); and
Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the Company or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the Stock Option Plan required by the Exchange or applicable securities regulatory authorities and to complete all transactions in connection with the implementation of the Stock Option Plan."

The Stock Option Plan requires approval by a majority of the votes cast by Shareholders present in person or by proxy at the Meeting.

The Board recommends a vote "FOR" the approval of the resolution ratifying and approving the Stock Option Plan. In the absence of instructions to the contrary, a properly executed and returned proxy will be voted "FOR" the approval of the resolution approving and ratifying the Stock Option Plan.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the shares represented thereby in accordance with their best judgement on such matter, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Additional information regarding the Company and its business activities is available on the Company's SEDAR+ profile at www.sedarplus.ca. The Company's financial information is provided in the Company's

26 -

comparative financial statements and related management discussion and analysis and may be viewed on the SEDAR+ website at the location noted above.

Shareholders of the Company may request copies of the Company's Annual Financial Statements and related Annual MD&A for the financial year ended December 31, 2022 by contacting the Company by mail at Suite 2710 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4.

DATED at Vancouver, British Columbia, this 30th day of October, 2023.

ON BEHALF OF THE BOARD OF DIRECTORS

Hendrik van Alphen Chairman and Director

APPENDIX A

AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the " Committee ") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements.
Review and appraise the performance of the Company's external auditors.
Provide an open avenue of communication among the Company's auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee. At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Company's financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Company.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Company, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.
(g) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;
(ii) such services were not recognized by the Company at the time of the engagement to be nonaudit services; and
(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.
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Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

AI assistant

World Copper Ltd. — AGM Information 2023

45949_rns_2023-11-14_73bd9783-5634-4273-aea6-c700e05e4acd.pdf

CORPORATE DATA

Head Office

WORLD COPPER LTD.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE-AND-ACCESS

BY ORDER OF THE BOARD OF DIRECTORS

WORLD COPPER LTD.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION AND CIRCULAR DISCLOSURE

Persons Making the Solicitation

Notice-and-Access

Appointment and Revocation of Proxies

Exercise of Discretion

Advice to Non-Registered (Beneficial) Shareholders

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

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

STATEMENT OF EXECUTIVE COMPENSATION

Summary Compensation Table

External Management Companies

Stock Options and Other Compensation Securities

Stock Option Plan and Other Incentive Plans

Eligible Participants

Number of Shares Reserved

Term of Options

Exercise Price

Limitations

Vesting

Termination of Options

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Compensation Committee

Compensation Components

Annual Base Salary

Short-term Incentive Compensation – Bonus

Long-Term Compensation – Stock Options

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Notes:

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Board Mandate

Descriptions of Roles

Other Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Assessments

Compensation

Other Board Committees

AUDIT COMMITTEE

Overview

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Charter

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Venture Issuer Exemption

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Appointment and Remuneration of Auditor

until the next annual general meeting of the Shareholders and to authorize the directors to fix the auditor's remuneration.

Number of Directors

Election of Directors

Ratification and Approval of Stock Option Plan

OTHER MATTERS

ADDITIONAL INFORMATION

ON BEHALF OF THE BOARD OF DIRECTORS

APPENDIX A

AUDIT COMMITTEE CHARTER

Mandate

Composition

Meetings

World Copper Ltd. AGM Information 2023