Apex Critical Metals Corp.: Exhibit 4.8 - Filed by newsfilecorp.com

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR
for the 2026 Annual General and Special Meeting of Shareholders

You are hereby notified of and invited to the annual general and special meeting (the "Meeting") of shareholders ("Shareholders") of Apex Critical Metals Corp. (the "Company" or "Apex") if you held common shares of Apex ("Common Shares") at the close of business on the record date of June 8, 2026.

The following is a glossary of certain defined terms used in this Information Circular. Capitalized terms which are not otherwise defined herein have the meanings ascribed to them below:

"Annual Financial Statements" means the audited annual consolidated financial statements of Apex as at and for the years ended July 31, 2025 and 2024, together with the notes thereto and the independent auditor's report thereon;

"Beneficial Shareholder" means a Shareholder who does not hold their Common Shares in their own name;

"Common Shares" means the common shares without par value in the authorized capital of Apex;

"Company" or "Apex" means Apex Critical Metals Corp., and includes its subsidiary, unless the context otherwise requires;

"Compensation Securities" includes Options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, DSUs, PSUs and RSUs granted or issued by the Company or one of its subsidiaries from time to time, as applicable, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

"Director Nominees" means each of Sean Charland, Jody Bellefleur, Jody Dahrouge, Darren Smith, Joness Lang and Zayn Kalyan;

"DSU Agreement" has the meaning given under the heading "Types of Awards";

"Grant Agreement" has the meaning given under the heading "Types of Awards";

"Information Circular" means this management information circular of Apex dated June 8, 2026;

"Intermediary" means an intermediary through which a Beneficial Shareholder holds its Common Shares, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed trusts governed by RRSPs, RRIFs, RESPs (each as defined in the Income Tax Act (Canada)) and similar plans, and such Intermediary's nominees;

"Legacy Omnibus Plan" means the Company's previous 20% rolling omnibus equity incentive plan approved by the Shareholders at the annual general meeting held on December 13, 2023;

"Meeting" means the annual general meeting of Shareholders, including any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Meeting;

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"Meeting Materials" means the Notice of Meeting, this Information Circular, the Proxy Form and/or VIF, and the annual request form for the Company's financial statements and related management discussion & analysis;

"Named Executive Officers" and "NEOs" have the meaning given under the heading "Statement of Executive Compensation";

"NI 54-101" means National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer;

"NI 58-101" means National Instrument 58-101 - Disclosure of Corporate Governance Practices;

"Notice of Meeting" means the notice of the annual general and special meeting of Shareholders which accompanies this Information Circular;

"Odyssey" means Odyssey Trust Company, the Company's registrar and transfer agent, with an office located at 1310 - 1140 West Pender St., Vancouver BC V6E 4G1;

"Omnibus Plan" means the Company's new 20% rolling omnibus equity incentive plan, attached hereto as Schedule "C", for the Directors, Officers, Employees, Consultants and Management Company Employees of the Company (as such terms are defined in the Omnibus Plan), which was approved by the Directors on June 8, 2026 and for which the Company is seeking shareholder approval at the Meeting;

"Omnibus Plan Awards" has the meaning given under the heading "Types of Awards";

"Omnibus Plan Resolution" has the meaning given under the heading "Approval of the Omnibus Plan";

"Order" has the meaning given under the heading "Supplementary Information Regarding Director Nominees";

"Other-Share Based Agreement" has the meaning given under the heading "Types of Awards";

"Participants" has the meaning given under the heading "Purpose of the Omnibus Plan";

"Plan Administrator" has the meaning given under the heading "Plan Administration";

"Proxy Form" has the meaning given under the heading "Voting by Proxy - Registered Shareholders";

"PSU Agreement" has the meaning given under the heading "Types of Awards";

"Registered Shareholder" means the registered holder of Common Shares as recorded in the central securities register of the Company;

"RSU Agreement" has the meaning given under the heading "Types of Awards";

"SEDAR+" means the System for Electronic Document Analysis and Retrieval + accessible at www.sedarplus.ca;

"Stock Option Agreement" has the meaning given under the heading "Types of Awards";

"VIF" has the meaning given under the heading "Voting by Proxy - Beneficial Shareholders";

"Zimtu Management Agreement" has the meaning given under the heading "Employment, Consulting and Management Agreements".

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Additional information relating to Apex is available on the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://apexcriticalmetals.com/.

Financial information concerning Apex is provided in the Annual Financial Statements and the accompanying management's discussion and analysis of Apex dated November 27, 2025 for the year ended July 31, 2025. Copies of these documents may be obtained by Shareholders free of charge by contacting the Company at Suite 1450, 789 West Pender St., Vancouver, BC, V6C 1H2 (Telephone: 604-681-1568) and are also available electronically on the Company's profile on SEDAR+ at www.sedarplus.ca.

For general Shareholder enquiries, you can contact Odyssey, the Company's transfer agent:

Unless stated otherwise, a reference in this Information Circular to other documents or to information or documents available on a website does not constitute the incorporation by reference into this Information Circular of such other document or such other information available on such website.

This Information Circular is furnished in connection with the solicitation of proxies by the management of Apex for use at the Meeting, or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting accompanying this Information Circular.

Persons holding Common Shares as at the close of business on the Record Date of June 8, 2026, are entitled to cast one vote for each Common Share held on each of the matters set out in the Notice of Meeting to be voted upon at the Meeting.

At the Meeting you can choose to vote FOR an item or, depending on the particular item of business, to vote AGAINST or WITHHOLD from voting on an item. How to exercise your right to vote depends on whether you are a Registered Shareholder or a Beneficial Shareholder.

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Voting by proxy means you are appointing someone else (your proxyholder) to attend the Meeting and vote your Common Shares on your behalf according to your voting instructions.

If you are a Registered Shareholder, your package of Meeting Materials includes a form of proxy (a "Proxy Form"). Registered Shareholders may vote their Common Shares in advance of the Meeting by submitting their voting instructions to Odyssey in one of the following ways:

You are a Beneficial Shareholder in respect of any Common Shares which are registered either:

If you are a Beneficial Shareholder, your package of Meeting Materials includes a voting instruction form ("VIF") or, less typically a pre-authorized Proxy Form for the number of Common Shares you beneficially own through such Intermediary, stamped or signed by the Intermediary but otherwise not completed. Common Shares held by Intermediaries may only be voted at the direction of the Beneficial Shareholder, however a Beneficial Shareholder receiving a VIF or Proxy Form from its Intermediary cannot use that form to vote their Common Shares directly at the Meeting. As such, you must send voting instructions to your Intermediary, who will vote for you in accordance with your voting instructions in one of the following ways:

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The purpose of these procedures is to permit Beneficial Shareholders to direct the voting of the Common Shares that they beneficially own. Note that if you hold some Common Shares as a Registered Shareholder and others as a Beneficial Shareholder you will receive multiple mailing packages, each containing a Proxy Form or VIF, as applicable. You are requested to return or otherwise vote all Proxy Forms and VIFs received to ensure the votes attached to all of the Common Shares you hold are counted at the Meeting.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions, Inc. ("Broadridge") in Canada. Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. If you have any questions respecting the voting of Common Shares held through an Intermediary, please contact that Intermediary for assistance.

If you are a Beneficial Shareholder located in the United States and wish to vote at the Meeting or, if permitted, to appoint a third-party as your proxyholder, you must additionally obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the VIF or Proxy Form, or contact your Intermediary to request a VIF or Proxy Form, if you have not received one.

The proxyholders designated by management of the Company in the Proxy Form or VIF, as applicable, are Directors and/or officers of the Company ("management designees"). When you vote by proxy, you have the right to designate a person (who need not be a Shareholder) other than the management designees named in the Proxy Form or VIF to attend and act for you at the Meeting. You can exercise this right by: (a) inserting the name of such person in the blank space provided in the Proxy Form or VIF; or (b) completing and submitting another valid form of proxy in accordance with the instructions above. Please ensure that such person is aware that you have appointed them as your proxyholder and that they must attend and vote your Common Shares at the Meeting in order for your vote to be counted.

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All Common Shares represented at the Meeting by proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder therein on any ballot that may be called for, and where a choice is specified with respect to any matter to be acted upon, such Common Shares will be voted accordingly.

The Proxy Form confers discretionary authority on a proxyholder with respect to any amendments or variations to the matters set out in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date of this Information Circular, management of the Company is not aware of any such amendments, variations or other matters to be presented at the Meeting.

Only Registered Shareholders may revoke a Proxy Form. Beneficial Shareholders who wish to change their voting instructions must, in sufficient time in advance of the Meeting and in accordance with the instructions in the VIF or Proxy Form, as applicable, arrange for their Intermediary to change its vote and, if necessary, revoke its Proxy Form in accordance with the revocation procedures set out above.

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As of the date of this Information Circular, the Company intends to hold the Meeting in person at Suite 2501 - 550 Burrard Street, Vancouver, BC V6C 2B5.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by officers or employees of the Company. The cost of any such solicitation is expected to be nominal and will be paid by the Company.

Regulatory policies require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of a shareholders' meeting. Beneficial Shareholders have the option of either not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or "NOBOs") or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or "OBOs"). In accordance with the requirements of NI 54-101, the Company has elected to send the Meeting Materials directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Company is not relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of the Meeting Materials in connection with the Meeting. Unless a Beneficial Shareholder has waived their right to receive Meeting Materials, Intermediaries are required to deliver the Meeting Materials to a Beneficial Shareholder and to seek their voting instructions. The Company will not pay for the delivery of proxy-related materials to OBOs. The OBOs will not receive the Meeting Materials unless their Intermediary assumes the costs of delivery.

The Meeting Materials are being sent to both Registered Shareholders and Beneficial Shareholders as of the Record Date. If you are a Beneficial Shareholder and the Company (or its agent) has sent the Meeting Materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. In the case of NOBOs, by choosing to send the Meeting Materials directly to you, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for: (a) delivering the Meeting Materials to you; and (b) executing your proper voting instructions. Please return your voting instructions to the Company (or its agent) as specified in the VIF.

The only outstanding class of voting securities of the Company carrying voting rights are the Common Shares. As of the Record Date, 96,405,541 Common Shares were issued and outstanding, each providing the holder thereof the right to one vote on a vote by show of hands, and one vote per Common Share on a vote by ballot.

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To the knowledge of the Directors and officers of the Company, as of the Record Date, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company.

(1) to present the Annual Financial Statements, together with the notes thereto and the auditor's report thereon, for the financial years ended July 31, 2025 and 2024;

(2) to set the number of Directors of the Company at six (6) for the ensuing year;

(3) to elect the Directors of the Company for the ensuing year and to hold such office until the next annual general meeting of Shareholders;

(4) to appoint DeVisser Gray LLP as the Company's auditor for the ensuing year, to hold office until the next annual general meeting of Shareholders, and to authorize the Directors of the Company to fix their remuneration for the ensuing year;

(5) to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving and adopting the Omnibus Plan, a copy of which is attached as Schedule "C"; and

(6) to transact such further or other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Annual Financial Statements will be presented to Shareholders at the Meeting. No formal action is required to be taken, or will be taken, in respect of the Annual Financial Statements at the Meeting. The Annual Financial Statements are being mailed only to those Shareholders who are on the supplemental mailing list maintained by Odyssey. Copies of the Annual Financial Statements are also available on the Company's profile on SEDAR+ at www.sedarplus.ca.

At the Meeting, Shareholders will be asked to set the number of Directors of the Company at six (6) for the ensuing year (the "Board Size Resolution"). There are currently six (6) Directors, and the present term of office of each such current Director will expire at the Meeting. All current Directors have indicated that they will be standing for election or re-election, as applicable, at the Meeting, and are included in the slate of Director Nominees in this Information Circular.

Unless otherwise instructed, proxies in favour of the management designees will vote FOR the Board Size Resolution.

At the Meeting, Shareholders will be asked to elect the six (6) Director Nominees listed below to the Board for the ensuing year, to hold such office until the next annual general meeting of Shareholders, all of whom currently serve on the Board. The Director Nominees include:

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Unless otherwise instructed, proxies in favour of the management designees will vote FOR the election of each of the Director Nominees. Management believes that each of the Director Nominees will be able to serve as a Director and each has consented to act as a Director. However, if any of the Director Nominees is unable to serve as a Director or withdraws his or her consent, the management designees named in the Proxy Form or VIF, as applicable, reserve the right to nominate and vote for another individual at their discretion.

At the Meeting, Shareholders will be asked to appoint DeVisser Gray LLP as auditor of the Company for the ensuing year, to hold office until the next annual general meeting of Shareholders, and to authorize the Board to fix their remuneration for the ensuing year (the "Auditor Appointment Resolution"). DeVisser Gray LLP was first appointed auditor of the Company on May 30, 2022.

Unless otherwise instructed, proxies in favour of the management designees will vote FOR the Auditor Appointment Resolution.

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving and adopting the Company's new Omnibus Plan (the "Omnibus Plan Resolution"), which is a 20% "rolling" or "evergreen" equity incentive plan. The Board approved the Omnibus Plan on June 8, 2026. As the Omnibus Plan is considered a "rolling" or "evergreen" plan, the policies of the CSE require the Shareholders to approve the institution of the Omnibus Plan, and to re-approve the Omnibus Plan within three (3) years of its institution thereafter in order for the Company to grant Awards.

Accordingly, at the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the Omnibus Plan Resolution, substantially the following form:

1. the shareholders of Apex Critical Metals Corp. (the "Company") approve, and the Company adopt, the omnibus equity incentive plan (the "Omnibus Plan") attached as Schedule "C" to the Company's management information circular dated June 8, 2026 to replace the existing omnibus equity incentive plan of the Company, and the reservation for issuance thereunder of up to 20% of the aggregate number of Common Shares of the Company as are issued and outstanding from time to time, is hereby confirmed, ratified and approved, and the Company is authorized to grant options and other awards under the Omnibus Plan in accordance with its terms and conditions;

2. the options and other awards issued under the Omnibus Plan, and all unallocated entitlements under the Omnibus Plan, be and are hereby confirmed, ratified and approved;

3. the Board of Directors of the Company (the "Board") be and is hereby authorized to make such amendments to the Omnibus Plan from time to time, as may be required by the Canadian Securities Exchange ("CSE") or other applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the CSE or such other applicable regulatory authorities, and in certain cases, in accordance with the terms of the Omnibus Plan and policies of the CSE, the approval of the shareholders of the Company;

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4. notwithstanding the passing of the foregoing resolution, the Board may, without further notice or approval of the shareholders of the Company, revoke this resolution, in whole or in part, at any time prior to the Omnibus Plan becoming effective; and

5. any one director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to finalize, sign or deliver all documents, to enter into any agreements and to do and perform all acts and things as such individual, in his or her discretion, deems necessary or advisable in order to give effect to the intent of this resolution and the matters authorized hereby, including compliance with all securities laws and regulations and the rules and requirements of the CSE (or such other stock exchange on which the Company's securities may be listed from time to time), such determination to be conclusively evidenced by the finalizing, signing or delivery of such document or agreement or the performing of such act or thing."

An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Unless otherwise instructed, the proxies in favour of the management designees will be voted FOR the Omnibus Plan Resolution.

The Board has reviewed the Omnibus Plan and concluded that the Omnibus Plan is fair and reasonable to the Shareholders and in the best interests of the Company. In support of its recommendation to the Shareholders to vote FOR the Omnibus Plan Resolution, the Board considered that the Omnibus Plan is an efficient and effective plan to provide the Company with a share-related mechanism to: (a) to advance the interests of the Company by enhancing the ability of the Company and its subsidiary to attract, motivate and retain employees, officers, Directors, consultants, and management company employees; (b) to reward such persons for their sustained contributions; and (c) to encourage such persons to take into account the long-term corporate performance of the Company.

As of the date of this Information Circular, management of the Company knows of no other matters expected to come before the Meeting. However, should any other items of business properly come before the Meeting, proxies in favour of the management designees will be voted on such matters in accordance with the best judgment of such management designees.

Six (6) Director Nominees are proposed for election to the Board at the Meeting, all of whom currently serve on the Board. Each Director elected at the Meeting will hold office until the next annual general meeting of Shareholders unless he or she resigns or is otherwise removed from the Board prior to the next annual general meeting of Shareholders in accordance with the Business Corporations Act (BC) or the Articles of the Company. The Director Nominees have been selected based on their ability to make a valuable contribution to the Board. The Company believes that the Director Nominees have the right mix of skills, background, knowledge and experience to enable the Board and its committees to effectively carry out their wide-ranging responsibilities. See Schedule "B" for additional information regarding the Company's corporate governance practices.

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The following profiles provide important information about each Director Nominee, including information regarding their background and experience, other public company directorships, security ownership and Board committee memberships. Certain information in the Director Nominee profiles is not within the knowledge of the Company and has been furnished the respective Director Nominees individually. Each Director elected at the Meeting will hold office until the next annual meeting of shareholders, or until his or her successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Company's governing documents or applicable law.

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¹ 2,250,000 Common Shares and 750,000 warrants are held through DG Resource Management, a private company controlled by Mr. Dahrouge.

² 999,900 Common Shares are held through Kaiben Geological Ltd., a private company controlled by Mr. Smith.

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³ 512,500 Common Shares and 25,000 warrants are held through EBC Consulting Group Ltd., a private company controlled by Mr. Lang.

⁴ 4,000 Common Shares, 325,000 Options and 225,000 warrants are held through Pacrim Capital Corp., a private company controlled by Mr. Kalyan.

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Except as set forth below, no Director Nominee (including any personal holding company of a Director Nominee):

(1) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that: (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an "Order"), that was issued while such Director Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after such Director Nominee 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 that capacity;

(2) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such Director Nominee 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;

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(3) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Director Nominee; or

(4) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for that Director Nominee.

With regards to Infinity Stone Ventures Corp. (previously Contakt World Technologies Inc.) ("ISV"), Mr. Kalyan was subject to a management cease trade Order ("MCTO") imposed by the British Columbia Securities Commission ("BCSC") from December 31, 2021 to March 18, 2022 for its failure to file audited annual financial statements, management's discussion and analysis and related certifications for the year ended August 31, 2021. The BCSC, by a revocation order dated March 18, 2022, revoked such MCTO. Mr. Kalyan resigned from ISV on December 22, 2023.

With regards to Nexco Resources Inc. ("Nexco"), Mr. Kalyan was subject to a MCTO imposed by the BCSC on January 2, 2025 for its failure to file audited annual financial statements for the year ended August 31, 2024 and the related management's discussion & analysis in the time required by applicable securities laws. On March 4, 2025 the BCSC imposed a failure-to-file cease trade order ("FFCTO") with respect to the securities of Nexco for its failure to file annual audited financial statements for the year ended August 31, 2024, interim financial report for the period ended November 30, 2024, management's discussion and analysis for the periods ended August 31, 2024 and November 30, 2024, and certification of annual and interim filings for the periods ended August 31, 2024 and November 30, 2024 (the "Outstanding Filings"). In connection with the foregoing, the CSE suspended the trading of Nexco securities on the CSE. On March 26, 2026 the BCSC granted a partial revocation order of the FFCTO to allow Nexco to conduct a private placement in order to raise sufficient funds to prepare, complete and file the Outstanding Filings.

This section discusses the Company's compensation policies and practices, with a particular emphasis on compensation paid to, and the process for determining compensation payable to the following "Named Executive Officers" or "NEOs" for the Company's most recently completed financial year ended July 31, 2025:

The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each Director, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or Director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years ended July 31, 2025 and 2024, other than Options and other Compensation Securities:

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

(2) Sean Charland was appointed CEO, President and Director on August 24, 2023. Pursuant to the Charland Agreement (as defined below), Mr. Charland is entitled to a monthly base salary of $20,833.33 ($250,000 annually). For the financial year ended July 31, 2025, Mr. Charland was paid a total salary of $17,500 and voluntarily forfeited the balance of his salary.

(3) Jody Bellefleur was appointed as CFO, Corporate Secretary and Director on March 1, 2021. On February 18, 2026, Ms. Bellefleur resigned as CFO of the Company.

(5) Darren Smith was appointed as Director on October 20, 2021. For the financial year ended July 31, 2025, Mr. Smith was compensated $15,000 for providing geological services to the Company and the Board in his capacity as a Director of the Company.

(6) Joness Lang was appointed as Director on May 15, 2024. Mr. Lang was appointed as Executive Vice President, Growth Strategy on February 18, 2026.

(7) Jason Birmingham was appointed as Director on November 17, 2022. Mr. Birmingham resigned as Director on April 24, 2024.

(8) David Hodge was appointed as Director on March 1, 2021 and CEO and President of the Company on September 23, 2022. Mr. Hodge resigned from all positions with the Company on August 24, 2023.

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The Company entered into a management services agreement (the "Zimtu Management Agreement") with Zimtu on January 1, 2021, which was renewed on December 1, 2022, 2023, 2024, and 2025. The Zimtu Management Agreement has a term of 12 months. Pursuant to the Zimtu Management Agreement, Zimtu provides the Company with administrative and management services, including corporate maintenance, continuous disclosure filing services, rent and other administrative services. The Zimtu Management Agreement may be terminated by either party by providing one month's notice to the other party. As consideration for these services, a monthly fee of $15,000 (plus GST) is paid to Zimtu by the Company.

Jody Bellefleur, a Director and a NEO of the Company for the financial year ended July 31, 2025, is not an employee of the Company and acted as a Director and NEO of the Company pursuant to the Zimtu Management Agreement.

The following table sets out all Compensation Securities granted or issued to each Director and NEO by the Company or any subsidiary thereof in the financial year ended July 31, 2025 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

(1) Sean Charland was appointed CEO, President and Director on August 24, 2023. As at July 31, 2025, the total amount of Compensation Securities, and underlying securities, held by Mr. Charland was 1,750,000 Options exercisable for up to 1,750,000 Common Shares.

(2) Jody Bellefleur was appointed as CFO, Corporate Secretary and Director on March 1, 2021. On February 18, 2026, Ms. Bellefleur resigned as CFO of the Company. As at July 31, 2025, the total amount of Compensation Securities, and underlying securities, held by Ms. Bellefleur was 1,150,000 Options exercisable for up to 1,150,000 Common Shares.

(3) Jody Dahrouge was appointed as Director on August 2, 2018. As at July 31, 2025, the total amount of Compensation Securities, and underlying securities, held by Mr. Dahrouge was 1,150,000 Options exercisable for up to 1,150,000 Common Shares.

(4) Darren Smith was appointed as Director on October 20, 2021. As at July 31, 2025, the total amount of Compensation Securities, and underlying securities, held by Mr. Smith was 1,150,000 Options exercisable for up to 1,150,000 Common Shares.

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(5) Joness Lang was appointed as Director on May 15, 2024. Mr. Lang was appointed as Executive Vice President, Growth Strategy on February 18, 2026. As at July 31, 2025, the total amount of Compensation Securities, and underlying securities, held by Mr. Lang was 1,150,000 Options exercisable for up to 1,150,000 Common Shares.

(6) The Options vested as to 33% on July 14, 2025, 33% on November 14, 2025, and the final 34% on March 14, 2026.

On April 26, 2024, the Company announced: (a) it granted an aggregate of 1,300,000 Options to purchase up to 1,300,000 Common Shares to certain Directors, officers and consultants of the Company under its Legacy Omnibus Plan; (b) the Options are exercisable for a period of five years from the date of the grant, expiring on April 26, 2029, at a price of $0.20 per Common Share; and (c) the Options will vest as to 33% on the date that is three months from the date of the grant, 33% on the date that is twelve months from the date of the grant, and the final 34% on the date that is 24 months from the date of the grant. Subsequently, on November 7, 2024, the Company completed a forward split of its Common Shares on a 1:1.5 basis on (the "Forward Split"). As a result of the Forward Split, the Options granted on April 26, 2024 were adjusted such that an aggregate of 1,950,000 Options were granted to purchase up to 1,950,000 Options at an exercise price of $0.13 per Common Share. All other terms of the grant remained unchanged.

No Compensation Securities were exercised by a NEO or Director during the financial year ended July 31, 2025.

The Company had not entered into any written employment or consulting agreements with its Directors or NEOs as at the financial year ended July 31, 2025. For the financial year ended July 31, 2025, the Company had an arrangement with Mr. Charland under which compensation for his services as President and CEO was provided or is payable. Subsequent to the financial year ended July 31, 2025, the Company entered into written employment or consulting agreements (the "Executive Agreements") with Mr. Charland, Mr. Lang and Mr. Steinke, the material terms of which are set forth below.

The Company and Mr. Charland entered into an executive employment agreement dated November 25, 2025 (the "Charland Agreement"), pursuant to which the Company employs Mr. Charland as President and CEO on an indefinite term, reporting to the Board and performing typical CEO duties, subject to Company policies and applicable laws, with conduct standards, fiduciary and confidentiality obligations, limited non-solicitation, and a non-competition provision allowing other engagements absent a conflict with disclosure duties. Compensation includes a $250,000 annual base salary (voluntarily forfeited from August 24, 2023 through the Charland Agreement date without waiving future salary), discretionary bonuses only if actively employed on payment date, eligibility for equity awards under the Company's equity incentive plans as determined by the Board, Company-paid benefits during active employment subject to insurer rules, reimbursement of business expenses, and 20 days' vacation with up to 10 days' carryover.

Under the Charland Agreement, the term of employment is indefinite and may be terminated by Mr. Charland on 30 days' notice (Company may waive by paying base salary for the waived period), by the Company for "Cause" without notice or pay (Cause defined to include willful disobedience, dishonesty, persistent incompetence after notice and remediation opportunity, or legal cause), or by the Company without Cause. If Mr. Charland is terminated without Cause he will be entitled to no less than the minimum entitlements under the Employment Standards Act (British Columbia) ("ESA"), plus 12 months' notice or salary in lieu per year of service up to a 36-month cap, with no bonus payable during the notice period. Upon the termination of the employment or the Charland Agreement for any reason, Mr. Charland will be entitled to extended medical/dental continue during the notice period subject to policy terms, other benefits cease on the last working day, and any equity awards will be treated per the applicable equity incentive plan.

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The Charland Agreement provides for a transaction bonus if he leads and completes a "Sale Transaction" or other transaction resulting in a "Change of Control", equal to 1.0% on transaction value over $50,000,000 and 1.5% on the portion exceeding $250,000,000, calculated on aggregate gross consideration, payable within 30 days of receipt, subject to continued employment at closing unless the Charland Agreement is terminated by the Company without Cause or by Mr. Charland for "Good Reason" within six (6) months prior to the closing of such transaction, in which case Mr. Charland will remain entitled to the transaction bonus. Mr. Charland will also remain entitled to the transaction bonus if he is terminated by the Company without Cause within six (6) months after a Change of Control.

The Company, Mr. Lang and EBC Consulting Group Ltd. ("EBC"), a company owned and controlled by Mr. Lang, entered into an executive services agreement dated February 15, 2026 (the "Lang Agreement"), pursuant to which the Company engaged EBC as a consultant and appointed Mr. Lang as Executive Vice-President, Growth Strategy ("EVP") on an indefinite term, reporting to the Board and performing typical EVP duties, subject to Company policies and applicable laws, with conduct standards, fiduciary and confidentiality obligations, limited non-solicitation, and a non-competition provision allowing other engagements absent a conflict with disclosure duties. Compensation includes a $144,000 annual consulting fee (monthly consulting fee of $12,000), discretionary bonuses only if actively engaged on payment date, eligibility for equity awards under the Company's equity incentive plans as determined by the Board, Company-paid benefits during active engagement subject to insurer rules, and reimbursement of business expenses.

Under the Lang Agreement, the term of engagement is indefinite and may be terminated by Mr. Lang on 30 days' notice (Company may waive by paying base fee for the waived period), by the Company for "Cause" without notice or pay (Cause defined to include willful disobedience, dishonesty, persistent incompetence after notice and remediation opportunity, or legal cause), or by the Company without Cause. If Mr. Lang is terminated without Cause he will be entitled to 12 months' notice or fees in lieu per year of service up to a 36-month cap, with no bonus payable during the notice period. Upon the termination of the Lang Agreement for any reason, Mr. Lang will be entitled to extended medical/dental continue during the notice period subject to policy terms, other benefits cease on the last working day, and any equity awards will be treated per the applicable equity incentive plan.

The Lang Agreement provides for a transaction bonus if he leads and completes a "Sale Transaction" or other transaction resulting in a "Change of Control", equal to 0.5% on transaction value over $50,000,000 and 0.75% on the portion exceeding $250,000,000, calculated on aggregate gross consideration, payable within 30 days of receipt, subject to continued engagement at closing unless the Lang Agreement is terminated by the Company without Cause or by Mr. Lang for "Good Reason" within six (6) months prior to the closing of such transaction, in which case Mr. Lang will remain entitled to the transaction bonus. Mr. Lang will also remain entitled to the transaction bonus if he is terminated by the Company without Cause within six (6) months after a Change of Control.

The Company and Mr. Steinke entered into an executive employment agreement dated February 1, 2026 (the "Steinke Agreement"), pursuant to which the Company employs Mr. Steinke as CFO on an indefinite term, reporting to the Board and performing typical CFO duties, subject to Company policies and applicable laws, with conduct standards, fiduciary and confidentiality obligations, limited non-solicitation, and a non-competition provision allowing other engagements absent a conflict with disclosure duties. Compensation includes a $144,000 annual base salary, discretionary bonuses only if actively employed on payment date, eligibility for equity awards under the Company's equity incentive plans as determined by the Board, Company-paid benefits during active employment subject to insurer rules, reimbursement of business expenses, and 20 days' vacation with up to 10 days' carryover.

Under the Steinke Agreement, the term of employment is indefinite and may be terminated by Mr. Steinke on 30 days' notice (Company may waive by paying base salary for the waived period), by the Company for "Cause" without notice or pay (Cause defined to include willful disobedience, dishonesty, persistent incompetence after notice and remediation opportunity, or legal cause), or by the Company without Cause. If Mr. Steinke is terminated without Cause he will be entitled to no less than the minimum entitlements under the ESA, plus 12 months' notice or salary in lieu per year of service up to a 36-month cap, with no bonus payable during the notice period. Upon the termination of the employment or the Steinke Agreement for any reason, Mr. Steinke will be entitled to extended medical/dental continue during the notice period subject to policy terms, other benefits cease on the last working day, and any equity awards will be treated per the applicable equity incentive plan.

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In each of the Executive Agreements,"Good Reason" means the occurrence after a Change of Control event, without consent of the NEO, of any of the following:

(1) the assignment by the Company of any substantial new duties inconsistent with the NEOs positions, duties, responsibilities and status with the Company immediately prior to such change in assigned duties;

(2) a material and detrimental change in the title, position, duties and responsibilities, authority or status of the NEO with the Company;

In each of the Charland Agreement and the Lang Agreement a "Sale Transaction" means (a) the sale of all or substantially all of the issued and outstanding Common Shares of the Company, or (b) the sale of all or substantially all of the assets of the Company, whether in a single transaction or a series of related transactions. "Change of Control" means the occurrence of any one of the following events:

(1) an acquisition, directly or indirectly, by any person or group of persons acting in concert, as such terms are defined in the Securities Act, British Columbia, of Common Shares of the Company which, when added to all other Common Shares of the Company at the time held directly or indirectly by such person or persons acting in concert, totals for the first time more than 50% of the outstanding Common Shares of the Company;

(2) an acquisition, directly or indirectly, by any person or group of persons acting in concert, as such terms are defined in the Securities Act, British Columbia, of Common Shares of the Company which, when added to all other Common Shares of the Company at the time held directly or indirectly by such person or persons acting in concert, totally for the first time 10% of the outstanding Common Shares of the Company followed, within 12 months of such event, by the removal, by extraordinary resolution of the shareholders of the Company, of more than 51% of the then incumbent directors of the Company, or the election of a majority of directors to the Board of Directors of the Company who were not nominees of the Company's incumbent Board of Directors at the time immediately preceding such election;

(3) consummation of a sale of all or substantially all of the assets of the Company, or the consummation of a reorganization, merger or other transaction which has substantially the same effect; or

(4) any plan of arrangement, reorganization, merger or other transaction which has substantially the same effect as (1) to (3) above.

Notwithstanding the forgoing, the transaction, and any transaction whatsoever between the Company and any of its associated or affiliated companies or successors will not constitute a Change of Control.

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance, being the Legacy Omnibus Plan, as of July 31, 2025.

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(2) The Legacy Omnibus Plan (and the new Omnibus Plan) is a rolling plan under which the Company can issue such number of Options, RSUs, PSUs and/or DSUs as is equal to 20% of the Company's issued and outstanding Common Shares from time to time (10,489,252 as at July 31, 2025 based on 52,446,261 Common Shares issued and outstanding). As at June 8 2026, there were 96,405,541 Common Shares issued and outstanding and the Company could grant up to an aggregate of 19,281,108 Options, RSUs, PSUs and/or DSUs to acquire Common Shares on such date.

On December 13, 2023, Shareholders approved the Legacy Omnibus Plan. The Legacy Omnibus Plan provides flexibility to the Company to grant Awards. The purpose of the Legacy Omnibus Plan is to, among other things, provide the Company with a share related mechanism to attract, retain and motivate qualified Directors, employees and consultants of the Company and to reward such of those Directors, employees and consultants as may be granted Awards under the Legacy Omnibus Plan by the Board from time to time for their contributions toward the long-term goals and success of the Company and to enable and encourage such Directors, employees and consultants to acquire Common Shares as long-term investments and proprietary interests in the Company. The Legacy Omnibus Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Common Shares), provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of Awards granted under the Legacy Omnibus Plan shall not exceed 20% of the Company's issued and outstanding Common Shares from time to time. The Legacy Omnibus Plan is considered an "evergreen" plan, since the Common Shares covered by Awards that have been exercised, settled or terminated shall be available for subsequent grants under the Legacy Omnibus Plan and the number of Awards available to grant increases as the number of issued and outstanding Common Shares increases. As of the Record Date, the Company could grant up to an aggregate of 19,281,108 in Options, RSUs, PSUs and DSUs, being 20% of the issued and outstanding Common Shares the Record Date.

In order for the Company to be able to continue granting Awards under the Legacy Omnibus Plan, the policies of the CSE require that Shareholders approve the Legacy Omnibus Plan every three years, with the next approval due on or before December 13, 2026. At the Meeting, the Shareholders will not be asked to re-approve the Legacy Omnibus Plan, and instead will be asked to consider and, if deemed advisable, to approve, with or without variation the Omnibus Plan Resolution to approve and adopt the Company's new Omnibus Plan. If the Omnibus Plan Resolution is not approved at the Meeting, then the Company may continue to grant Awards under the Legacy Omnibus Plan until December 13, 2026. A copy of the Legacy Omnibus Plan is attached to the Information Circular dated November 9, 2023, which was filed under the Company's profile on SEDAR+ on November 23, 2023 and is available at www.sedarplus.ca.

The Company's executive compensation program during the most recently completed financial year was administered by the Board. The Board was solely responsible for determining the compensation to be paid to the Directors and NEOs and evaluating their performance. The Board has not adopted any specific policies or objectives for determining the amount or extent of compensation for Directors or NEOs. Due to the Company being an early stage issuer and having limited financial resources, compensation is not tied to any performance criteria or goals. The Board has not established a compensation committee. The Board reviews annually the total compensation package of each of the Company's executives on an individual basis.

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The significant elements of compensation for the NEOs are cash consulting fees, salary and Awards. There is no policy or target regarding allocation between cash and non-cash elements of the Company's compensation program. Cash consulting fees and salary are determined primarily upon, among other things, the responsibility, skills and experience required to carry out the functions of each position held by each NEO and varies with the amount of time spent by each NEO in carrying out his or her functions on behalf of the Company. The grant of Awards, as a key component of the executive compensation package, signals management's commitment to the growth of the Company and enables the Company to attract and retain qualified executives. Awards are based on the total Awards available under the Legacy Omnibus Plan (or the Omnibus Plan if approved). In granting Awards, the Board reviews the total of Awards available under the Legacy Omnibus Plan (or the Omnibus Plan if approved) and recommends grants to newly retained executive officers at the time of their appointment, and considers recommending further grants to executive officers from time to time thereafter. The amount and terms of outstanding Awards held by an executive are taken into account when determining whether and how new Awards should be made to such executive. The exercise periods of the Awards are to be set at the date of grant. The Awards may contain vesting provisions in accordance to the Legacy Omnibus Plan (or the Omnibus Plan if approved) and policies of the CSE.

The Company is unaware of any significant events that have occurred during the financial year ended July 31, 2025, that have significantly affected compensation of its Directors and officers. The Company did not make any material changes to its compensation polices during or after the financial year ended July 31, 2025.

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

The Company's new Omnibus Plan is a 20% "rolling" or "evergreen" long-term incentive plan that is designed to advance the interests of the Company and its subsidiary by: (a) providing an incentive mechanism to foster the interest of Directors, Officers, Employees, Consultants and Management Company Employees (as such terms are defined in the Omnibus Plan) (each, a "Participant") in the success of the Company and its subsidiary; (b) encouraging Participants to remain with the Company and its subsidiary and rewarding them for their sustained contributions; and (c) attracting new Directors, Officers, Employees, Consultants and Management Company Employees.

Capitalized terms used herein in this "Omnibus Equity Incentive Plan" section of the Information Circular and not otherwise defined have the meanings ascribed to such terms in the Omnibus Plan, a copy of which is attached here as Schedule "C".

Pursuant to the terms of the Omnibus Plan, all Directors, Officers, Employees, Consultants and Management Company Employees are eligible to participate in the Omnibus Plan, subject certain exceptions. Prior to any grant, both the Company and the Participant must confirm that the Participant is a bona fide Employee, Consultant, Officer, Director or Management Company Employee of the Company. Participation in the Omnibus Plan is voluntary and eligibility to participate does not confer upon any Employee, Consultant, Officer, Director or Management Company Employee any right to receive any grant of an Award pursuant to the Omnibus Plan. The extent to which any Employee, Consultant, Officer, Director or Management Company Employee is entitled to receive a grant of an Award pursuant to the Omnibus Plan will be determined in the discretion of the Plan Administrator.

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(a) Options, which will be granted by an agreement evidencing the Options granted under the Omnibus Plan (a "Stock Option Agreement");

(b) RSUs, which will be granted by an agreement evidencing the RSUs granted under the Omnibus Plan (an "RSU Agreement");

(c) DSUs, which will be granted by an agreement evidencing the DSUs granted under the Omnibus Plan (a "DSU Agreement");

(d) PSUs, which will be granted by an agreement evidencing the PSUs granted under the Omnibus Plan (a "PSU Agreement"); and

(e) Other Share-Based Awards, which awards would include the grant of Common Shares, and which will be granted by an agreement evidencing the Other Share-Based Awards granted under the Omnibus Plan (an "Other-Share Based Agreement", together with the Stock Option Agreement, RSU Agreement, DSU Agreement and PSU Agreement, the "Grant Agreements").

The Options, RSUs, DSUs, PSUs and Other Share-Based Awards granted pursuant to the Omnibus Plan are collectively referred to as "Omnibus Plan Awards" in this section of this Information Circular.

The Omnibus Plan will be administered by the Board, or to the extent the administration of the Omnibus Plan is delegated by the Board to any committee, the committee (the "Plan Administrator"). The Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the eligibility for Omnibus Plan Awards to be granted and the individuals to whom grants of Omnibus Plan Awards may be made;

(b) make grants of Omnibus Plan Awards, in such amounts, to such persons and, subject to the provisions of the Omnibus Plan, on such terms and conditions as it determines including without limitation:

(ii) the conditions under which: (A) Omnibus Plan Awards may be granted to Participants; or (B) Omnibus Plan Awards may be forfeited to the Company, including any conditions relating to the attainment of specified performance goals;

(iv) the price, if any, to be paid by a Participant in connection with the purchase of Common Shares covered by any Omnibus Plan Awards;

(v) whether restrictions or limitations are to be imposed on the Common Shares issuable pursuant to grants of any Omnibus Plan Awards, and the nature of such restrictions or limitations, if any; and

(vi) any acceleration of exercisability, vesting, or waiver of termination regarding any Omnibus Plan Awards, based on such factors as the Plan Administrator may determine;

(d) cancel, amend, adjust or otherwise change the type of or the terms and conditions of any Omnibus Plan Awards under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Omnibus Plan;

(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to the Omnibus Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable laws; and

(g) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Omnibus Plan.

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Subject to adjustments as provided for under the Omnibus Plan, the maximum number of Common Shares issuable pursuant to Omnibus Plan Awards outstanding at any time under the Omnibus Plan shall not exceed 20% of the aggregate number of Common Shares outstanding from time to time on a non-diluted basis, provided that the acquisition of Common Shares by the Company for cancellation shall not constitute non-compliance with the Omnibus Plan for any Omnibus Plan Awards outstanding prior to such purchase of Common Shares for cancellation. The Omnibus Plan is considered to be an "evergreen" plan, since the Common Shares covered by Omnibus Plan Awards which have been exercised or terminated will be available for subsequent grants under the Omnibus Plan and the total number of Omnibus Plan Awards available to grant increases as the number of issued and outstanding Common Shares increases. In accordance with the policies of the CSE, Shareholders must approve the Omnibus Plan every three years.

If a date of grant occurs or an Omnibus Plan Award expires during, or within 10 business days after, a routine or special trading blackout period imposed by the Company to restrict trades in the Company's securities, then, notwithstanding any other provision of the Omnibus Plan, unless the delayed expiration would result in tax penalties, the Omnibus Plan Award shall expire or the effective date of grant will be, 10 business days after the trading blackout period is lifted by the Company. The Market Price (as defined below) with respect to any such Omnibus Plan Award shall be calculated based on the five business days immediately preceding the effective date of grant.

An Option entitles a holder thereof to purchase a Common Share at an exercise price set at the time of the grant, which exercise price must in all cases be not less than the Market Price on the date of grant (the "Exercise Price").

The "Market Price" at any date in respect of Common Shares shall be the greater of the closing market price of the Common Shares on (a) the trading day prior to the date of the grant, and (b) the date of grant, provided that with respect to an Omnibus Plan Award made to a U.S. Taxpayer (as defined in the Omnibus Plan), such Participant and the number of Common Share subject to such Omnibus Plan Award shall be identified by the Board prior to the start of the applicable trading day period. In the event that such Common Shares are not listed and posted for trading on any exchange, the Market Price shall be the fair market value of such Common Share as determined by the Board in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code (as defined in the Omnibus Plan).

The term of each Option will be fixed by the Plan Administrator, but may not exceed 10 years from the grant date.

An RSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company. The Plan Administrator has the authority to determine any vesting terms applicable to the grant of RSUs. Upon settlement of RSUs, in each case as determined by the Plan Administrator, holders will redeem each vested RSU for (a) one fully paid and non-assessable Common Share issued from treasury, (b) a cash payment, or (c) a combination of Common Shares and cash as contemplated by paragraphs (a) and (b). The cash payment is determined by multiplying the number of RSUs redeemed for cash by the Market Price on the date of settlement.

The number of RSUs granted at any particular time will be calculated by dividing (i) the amount of any compensation that is to be paid in the RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Common Share on the date of grant.

A DSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company, which can be used to pay a portion of compensation payable to a Director. Except as otherwise determined by the Plan Administrator, DSUs will vest immediately upon grant. Upon settlement of DSUs, in each case as determined by the Plan Administrator, holders will redeem each vested DSU for (a) one fully paid and non-assessable Common Share issued from treasury, (b) a cash payment, or (c) a combination of Common Shares and cash as contemplated by paragraphs (a) and (b). The cash payment is determined with reference to the Market Price in the same manner as with RSUs.

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The number of DSUs granted at any particular time will be calculated by dividing (i) the amount of any compensation that is to be paid in the DSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Common Share on the date of grant.

A PSU is a unit equivalent in value to a Common Share credited by means of a bookkeeping entry in the books of the Company, which entitles the holder to receive one Common Share for each PSU on a future date, generally upon the achievement of certain performance goals within the Company as determined by the Plan Administrator. The Plan Administrator has the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement of PSUs, in each case as determined by the Plan Administrator, holders will redeem each vested PSU for (a) one fully paid and non-assessable Common Share issued from treasury, (b) a cash payment, or (c) a combination of Common Shares and cash as contemplated by paragraphs (a) and (b). The cash payment is determined with reference to the Market Price in the same manner as with RSUs.

Unless otherwise determined by the Plan Administrator and set forth in the particular Grant Agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the Awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Omnibus Plan Awards. The vesting schedule of any Omnibus Plan Awards granted pursuant to the Omnibus Plan shall be stated in the Grant Agreement for such Omnibus Plan Awards.

Although the Omnibus Plan does not stipulate a term for Omnibus Plan Awards granted thereunder, other than Options, they must vest and settle in accordance with the provisions of the Omnibus Plan and any applicable Grant Agreement, which Grant Agreement may include an expiry date for a specific Omnibus Plan Award.

At such time that a Participant ceases to be a Director, Officer, Employee, Consultant or Management Company Employee of the Company, which either of Directors or officers may be consultants or employees, or any subsidiary of the Company due to the termination of a Participant's employment with the Company without cause, a portion of any unvested Omnibus Plan Awards shall immediately vest based on a pro-rata portion of the number of Omnibus Plan Awards held on the date of termination and how long such Omnibus Plan Awards would have taken to fully vest had the Participant's employment not been terminated. Vested Omnibus Plan Awards must be exercised or surrendered to the Company by the Participant before the earlier of: (a) the expiry date of such Omnibus Plan Award (as agreed upon when the Omnibus Plan Award was granted); and (b) the date that is 90 days after the Termination Date (as defined in the Omnibus Plan).

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A Participant's eligibility to receive further grants of Omnibus Plan Awards under the Omnibus Plan shall cease at such time that a Participant ceases to be a Director, employee, consultant officer or manager of the Company or any subsidiary of the Company.

Unless the Plan Administrator, in its discretion, otherwise determines, Omnibus Plan Awards shall not be affected by a change of employment or consulting agreement or arrangement or directorship within or among the Company or a subsidiary of the Company provided that the Participant continues to be a Director, employee or consultant, as applicable, of the Company or a subsidiary of the Company.

Notwithstanding the foregoing, the Plan Administrator may, in its discretion, at any time prior to or following the events contemplated above, or in an employment agreement, Grant Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant, permit the acceleration of vesting of any or all Omnibus Plan Awards or waive termination of any or all Omnibus Plan Awards, in the manner and on the terms as may be authorized by the Plan Administrator.

Where a Participant becomes disabled, any Option or other Omnibus Plan Award held by such Participant that has not vested as of the date of the disability of such Participant shall vest on such date and may be exercised or surrendered to the Company by the Participant at any time until the expiry date of such Award.

Where a Participant's employment, consulting agreement or arrangement is terminated by reason of death, any Option or other Omnibus Plan Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may be exercised or surrendered to the Company by the Participant at any time during the period that terminates the earlier of: (a) the expiry date of such Award; and (b) one year from the date of death of such Participant.

Except as may be set forth in an employment agreement, Grant Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause:

(a) the conversion or exchange of any outstanding Omnibus Plan Awards into or for rights of substantially equivalent value, as determined by the Plan Administrator in its discretion, in an entity participating in or resulting from a Change in Control (as defined in the Omnibus Plan);

(b) outstanding Omnibus Plan Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Omnibus Plan Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control;

(c) the termination of any Omnibus Plan Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Omnibus Plan Award or realization of the Participant's rights as of the date of the occurrence of the transaction net of any Exercise Price payable by the Participant;

(d) the replacement of such Omnibus Plan Award with other rights or property selected by the Board in its sole discretion; or

In taking any of the foregoing actions, the Plan Administrator will not be required to treat all Omnibus Plan Awards similarly in the transaction (subject to applicable stock exchange approval, if required). Notwithstanding the foregoing, in the case of Omnibus Plan Awards held by a Participant that is a resident of Canada for the purposes of the x act, the Plan Administrator may not cause the Canadian taxpayer to receive (pursuant to the terms of a change of control) any property in connection with a change of control other than rights to acquire shares of a corporation or units of a "mutual fund trust" (as defined in the Tax Act) of the Company or a "qualifying person" (as defined in the Tax Act) that does not deal at arm's length (for the purposes of the Tax Act) with the Company, as applicable, at the time such rights are issued or granted.

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

The Plan Administrator may from time to time, with the approval of the Board, other than Directors who would receive, or would be eligible to receive, a material benefit resulting from the amendment, but without notice and without approval of the Shareholders, amend, modify, change, suspend or terminate the Omnibus Plan or any Omnibus Plan Awards granted pursuant thereto as it, in its discretion, determines appropriate, provided however, that: (a) no such amendment, modification, change, suspension or termination of the Omnibus Plan or any Omnibus Plan Awards granted thereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Omnibus Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or exchange requirements; and (b) any amendment that would cause an Omnibus Plan Award held by a U.S. taxpayer to be subject to the additional tax penalty under Section 409A(1)(B)(i)(11) of the Code (as defined in the Omnibus Plan) shall be null and void ab initio with respect to the U.S. taxpayer unless the consent of the U.S. taxpayer is obtained. Without limiting the generality of the foregoing, but subject to the below, the Plan Administrator may from time to time, with the approval of the Board, other than Directors who would receive, or would be eligible to receive, a material benefit resulting from the amendment, but without notice and without approval of the Shareholders, amend the Omnibus Plan for the purposes of making:

(a) any amendments to the general vesting provisions of each Omnibus Plan Award;

(b) any amendment regarding the effect of termination of a Participant's employment or engagement;

(c) any amendments to add covenants of the Company for the protection of Participants, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants;

(d) any amendments consistent with the Omnibus Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants; or

(e) any such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants.

Notwithstanding the foregoing and subject to any rules of the CSE, in addition to the approval of a majority of the Company's Directors, approval of the Shareholders will be required, excluding holders that would receive, or would be eligible to receive, a material benefit, for any amendment, modification or change that:

(a) increases the percentage of Common Shares reserved for issuance under the Omnibus Plan, except pursuant to the provisions in the Omnibus Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

(b) increases or removes the 10% limits on Common Shares issuable or issued to Related Persons (as such term is defined in the Omnibus Plan);

(c) reduces the Exercise Price of an Omnibus Plan Award except pursuant to the provisions of the Omnibus Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

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(d) extends the term of an Omnibus Plan Award beyond the original expiry date (except where an expiry date would have fallen within a blackout period of the Company);

(e) permits an Omnibus Plan Award to be exercisable beyond 10 years from its date of grant (except where an expiry date would have fallen within a blackout period of the Company);

(h) deletes or reduces the range of amendments which require approval of the Shareholders.

Other than as set forth herein, to the best of the Company's knowledge, no person who has been a Director or executive officer of the Company at any time since the beginning of the Company's last completed financial year, none of the Director Nominees and none of their respective associates or affiliates 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.

Each of the Directors and executive officers of the Company are eligible to participate in the Omnibus Plan and may be granted Awards pursuant to the Company's Omnibus Plan, the approval and adoption of which will be sought at the Meeting. Accordingly, the Directors and executive officers therefore have an interest in the approval and adoption of the Omnibus Plan Resolution, including the approval of all unallocated entitlements thereunder. Additionally, each of the Director Nominees has an interest in his or her election as a Director at the Meeting.

None of the current or former Directors, executive officers, employees of the Company or its subsidiary, the Director Nominees, or their respective associates or affiliates, are or have been indebted to the Company or its subsidiary since the beginning of the last completed financial year of the Company.

To the best of the Company's knowledge, no Director, executive officer, Director Nominee, person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of outstanding voting securities of the Company, or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction since August 1, 2024 that has materially affected or is reasonably expected to materially affect the Company or its subsidiary, other than as disclosed in this Information Circular or in the Company's annual information form dated as of November 27, 2025 for the financial year ended July 31, 2025 (the "AIF") under the headings "Interest of Management and Others in Material Transactions" and "General Development of the Business". The AIF is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and, upon request by a securityholder, the Company will promptly provide a copy of the AIF free of charge.

Management functions of the Company and any subsidiary thereof are not, to any substantial degree, performed other than by Directors or executive officers of the Company or any subsidiary thereof.

The charter of the Audit Committee and the other information required to be disclosed by Form 52-110F2 - Disclosure by Venture Issuers is attached to this Information Circular as Schedule "A.

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The information required to be disclosed by Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers) is attached to this Information Circular as Schedule "B".

The contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.

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The role of the Audit Committee is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

The Company's Audit Committee is currently comprised of three Directors consisting of Jody Bellefleur, Jody Dahrouge and Darren Smith. As defined in NI 52-110, Ms. Bellefleur, the Company's former Chief Financial Officer and current Corporate Secretary, is not "independent", as she was an executive officer of the Company within the last two years, and Mr. Dahrouge is not independent as he receives, indirectly, a compensatory fee from the Company (other than as remuneration for acting in his capacity as a member of the Board or any committees), and is therefore considered to have a material relationship with the Company. Mr. Smith is considered independent. All of the Audit Committee members are "financially literate", as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

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

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

Jody Bellefleur joined the Company as CFO and Corporate Secretary on March 1, 2021. Ms. Bellefleur has been the CFO for numerous public companies listed in Canada, including Zimtu, Commerce Resources Corp., Core Silver Corp., Future Fuels Inc., Sceptre Ventures Inc., Swmbrd Sports Inc. and Q2 Metals Corp. Ms. Bellefleur has extensive experience in financial reporting, accounting, initial public offerings, fund raising and corporate governance. Ms. Bellefleur holds a Bachelor of Commerce from the University of British Columbia and is a member in good standing of the Chartered Professional Accountants of British Columbia.

Mr. Dahrouge has been a Director of the Company since its incorporation. Mr. Dahrouge is a graduate of the University of Alberta with a Bachelor's Degree in Science (Geology) and with a Special Certificate in Computing Science. Since 1998, he has been the President of Dahrouge Geological Consulting Ltd. His experience, insight and energy combine to provide the Company with a real resource in the management of resource projects. Mr. Dahrouge is financially literate and is able to evaluate and understand the Company's financial statements at the current level of complexity.

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Mr. Smith joined the Company as a Director on October 20, 2021. With decades of experience in the mineral exploration industry, Mr. Smith specializes in high-level project management including program design and implementation, technical reporting, land management, community engagement, and corporate technical disclosure. He has provided technical oversight for PEA, PFS, and FS level projects as well as complex metallurgical programs. Mr. Smith's experience includes carbonatite complexes & associated metals (Ta, Nb, Sc, REEs), Li, Co, U, phosphate, fluorspar, as well as base and precious metals. In 2009, Mr. Smith and his team discovered one of the world's largest REE deposits (Ashram), and in 2017 discovered the Corvette lithium pegmatite district, where one of the world's largest lithium and caesium pegmatites deposits have been delineated. Mr. Smith obtained a Bachelor of Science in Earth Sciences in 2003 and a Master's of Science in Earth Sciences in 2005 both from Carleton University. Mr. Smith is financially literate and is able to evaluate and understand the Company's financial statements at the current level of complexity. Mr. Smith holds positions as Executive VP Exploration of PMET Resources Inc., Director of Ophir Metals Corp., and works as Mentor and Senior Technical Advisor REEs and Nb for Dahrouge Geological Consulting Ltd.

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

The aggregate fees billed by the Company's external auditor in the last two financial years by category, are as follows:

(1) "Audit Fees" include aggregate fees billed by the Company's external auditor in each of the last two financial years for audit fees.

(2) "Audit-Related Fees" include the aggregate fees billed in each of the last two financial years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees" above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) "Tax fees" include the aggregate fees billed in each of the last two financial years for professional services rendered by the Company's external auditor for tax compliance, tax advice, and tax planning, including tax return preparation and filing.

(4) "All other fees" include the aggregate fees billed in each of the last two financial years for products and services provided by the Company's external auditor, other than "Audit Fees", "Audit-Related Fees" and "Tax Fees" above.

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The Audit Committee (the "Committee") is a committee of the board of directors (the "Board") of Apex Critical Metals Corp. (the "Company"). The primary function of the 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 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: (a) 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; (b) review and appraise the performance of the Company's external auditor; and (c) provide an open avenue of communication among the Company's external auditor, financial and senior management and the Board.

2.1 The Committee shall be comprised of at least three (3) directors, selected by the Board, the majority of whom must be independent and financially literate to the extent required by (and subject to the exemptions and other provisions set out in) applicable laws, rules and regulations, and stock exchange requirements ("Applicable Laws"). For the purposes of this Charter, the terms "independent" and "financially literate" have the meaning ascribed to such terms by Applicable Laws.

2.2 The Board, at its first meeting following the annual shareholders' meeting, shall appoint the members of the Committee. 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.

3.1 The Committee shall meet at least quarterly, 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 auditor in separate sessions.

3.2 The meetings will take place as the Committee or Chair of the Committee shall determine, upon at least 48 hours' notice to each of its members. The notice period may be waived by a quorum of the Committee.

3.3 The Committee may ask members of management or others to attend meetings or to provide information as necessary.

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3.4 The quorum for the transaction of business at any meeting shall be a majority of the members of the Committee present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

3.5 Decisions by the Committee will be by the affirmative vote of a majority of the members of the Committee present, or by consent resolutions in writing signed by each member of the Committee.

3.6 The Committee shall prepare and maintain minutes of its meetings and periodically report to the Board regarding such matters as are relevant to the Committee's discharge of its responsibilities and shall report in writing on request of the Chair of the Board.

4.1 To fulfil its responsibilities and duties, the Committee shall be responsible for:

(a) assisting the Board in fulfilling its fiduciary responsibilities relating to the Company's accounting and reporting practices and the integrity of the Company's internal accounting controls and management information systems;

(i) recommending to the Board the external auditor to be nominated and the compensation of the external auditor;

(iii) overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting; and

(i) any audited financial statement of the Company, including any such statement that is to be presented to an annual general meeting or provided to shareholders or filed with regulatory authorities and including any audited financial statement contained in a prospectus, registration statement or other similar document; and

(ii) the financial disclosure in each Annual Report and Management's Discussion and Analysis of the Company ("MD&A") which accompanies such audited financial statement and in each such filing, prospectus, registration statement or other similar document;

(d) reviewing with management of the Company and recommending to the Board for approval:

(i) any unaudited financial statement of the Company, including any such statement that is to be presented to an annual general meeting or provided to shareholders or filed with regulatory authorities and including any unaudited financial statement contained in a prospectus, registration statement, Quarterly Report or other similar document;

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(ii) the financial disclosure in each Quarterly Report and when applicable, MD&A accompanying such unaudited financial statement and in each such filing, prospectus, registration statement or other similar document which accompanies such unaudited financial statement; and

(e) reviewing and pre-approving all press releases containing annual or interim financial information before the Company publicly discloses this information to the public;

(f) satisfying itself that adequate measures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in (e) above, and must periodically assess the adequacy of those procedures;

(g) reviewing and approving the hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

(h) reviewing as required and reporting to the Board with respect to the adequacy of internal accounting and audit procedures and the adequacy of the Company's management information systems;

(i) ensuring that no restrictions are placed by management on the scope of the external auditor's review and examination of the Company's accounts;

(j) ensuring that methods are in place to allow any director, officer, employee or contractor to bring concerns regarding accounting, internal accounting controls or auditing matters to the attention of the Committee and that those who do so are provided protection from any retaliatory action whatsoever. The Chair of the Committee shall be designated as the person to whom such concerns should be addressed and is responsible for ensuring that such concerns are handled promptly, confidentially (potentially anonymously) and appropriately;

(k) reviewing on an annual basis the adequacy of this Charter and recommending appropriate revisions to the Board; and

(l) meeting regularly at such times and places, engaging such advisors at the expense of the Company and undertaking such interviews and inquiries as the Committee sees fit for the purpose of carrying out this Charter.

5.1 The Committee shall review with management the Company's financial fraud risk assessment, including an annual review of the top fraud risks identified by management, and the policies and practices adopted by the Company to mitigate those risks.

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5.2 The Committee shall review for fairness any proposed related-party transactions and make recommendations to the Board whether any such transactions should be approved.

5.3 The Committee may retain and terminate the services of outside specialists, counsel, accountants or other consultants and advisors to the extent it deems appropriate and shall have the sole authority to approve their fees and other retention terms.

5.4 The Committee may perform other activities related to this Charter, as requested by the Board.

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Pursuant to NI 58-101 the Company is required to and hereby discloses its corporate governance practices for the financial year ended July 31, 2025 as follows.

The Board currently consists of six (6) Directors, being Sean Charland, Jody Bellefleur, Jody Dahrouge, Darren Smith, Joness Lang and Zayn Kalyan.

As detailed above, if each of the Director Nominees are elected at the Meeting, the Board will be composed of six (6) Directors. Two (2) of the Director Nominees, being Darren Smith and Zayn Kalyan are currently considered independent pursuant to NI 58-101. Under NI 58-101, a Director is considered to be independent if he or she is independent within the meaning of NI 52-110. Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a Director's independent judgment. Sean Charland, Jody Bellefleur, Jody Dahrouge and Joness Lang are not considered independent pursuant to NI 58-101, for the reasons set forth in the table below.

The Board exercises its independent supervision over the Company's management through regular meetings held to ensure all members are updated on significant corporate activities and plans. The independent Directors do not hold regularly scheduled meetings without non-independent Directors and members of management in attendance; however, the independent Directors may meet alone if they deem it appropriate to do so.

The following table sets forth the independence of the Director Nominees for the purposes of NI 58-101:

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

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The Board briefs all new Directors with respect to the policies of the Board and other relevant corporate and business information. The Board does not provide any continuing education as the Board's practice is to recruit for the Board only persons with extensive experience in identifying and targeting junior businesses for transactions and in public company matters.

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

The Board is also responsible for applying governance principles and practices, tracking development in corporate governance, and adapting "best practices" to suit the needs of the Company. Certain of the Directors of the Company may also be Directors and officers of other companies, and conflicts of interest may arise between their duties. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as applicable under the Business Corporations Act (British Columbia).

The Company did not have a stand-alone nomination committee. The full Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the industry are consulted for possible candidates.

The Board reviews the compensation of its Directors and executive officers annually. The Directors will determine compensation of Directors and executive officers taking into account the Company's business ventures and the Company's financial position.

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

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

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

"Affiliate" means any entity that is an "affiliate" for the purposes of National Instrument 45-106 - Prospectus Exemptions, as amended from time to time;

"Award" means any Option, Deferred Share Unit, Restricted Share Unit, Performance Share Unit or Other Share-Based Award granted under this Plan, which may be denominated or settled in Shares, cash or in such other forms as provided for herein;

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

"Black-Out Period" means a period of time when pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons designated by the Corporation;

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

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

"Canadian Taxpayer" means a Participant that is resident in Canada for purposes of the Tax Act;

(a) "cause" as such term is defined in the employment or other written agreement between the Corporation or a subsidiary of the Corporation and the Employee;

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

(c) in the event neither clause (a) nor (b) apply, then "cause" as such term is defined by applicable law or, if not so defined, such term shall refer to circumstances where an employer can terminate an individual's employment without notice or pay in lieu thereof;

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

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

(b) the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Corporation to a Person other than a wholly-owned subsidiary of the Corporation;

(c) the dissolution or liquidation of the Corporation, other than in connection with the distribution of assets of the Corporation to one or more Persons which were wholly-owned subsidiaries of the Corporation prior to such event;

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

(e) any other event which the Board determines to constitute a change in control of the Corporation; or

(f) individuals who comprise the Board as of the last annual meeting of shareholders of the Corporation (the "Incumbent Board") for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Corporation's shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and in that case such new director shall be considered as a member of the Incumbent Board;

provided that, notwithstanding clauses (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred pursuant to clauses (a), (b), (c) or (d) above if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Corporation that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Corporation hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Corporation in a transaction contemplated in clause (b) above) (the "Surviving Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees ("voting power") of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the "Parent Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a "Non-Qualifying Transaction" and, following the Non-Qualifying Transaction, references in this definition of "Change in Control" to the "Corporation" shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the "Board" shall mean and refer to the board of directors or trustees, as applicable, of such entity).

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

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time;

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, fund, association and any other entity other than an individual;

"Consultant" means an individual consultant or an employee or director of a consultant entity, other than a Participant that is an Employee, who:

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

(b) provides the services under a written contract with the Corporation or a subsidiary of the Corporation; and

(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a subsidiary of the Corporation;

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

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

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

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

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

"Deferred Share Unit" or "DSU" means any right granted under Article 5 of this Plan;

"Director Fees" means the total compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

"Disabled" or "Disability" means, in respect of a Participant, suffering from a state of mental or physical disability, illness or disease that prevents the Participant from carrying out his or her normal duties as an Employee for a continuous period of six months or for any period of six months in any consecutive twelve month period, as certified by two medical doctors or as otherwise determined in accordance with procedures established by the Plan Administrator for purposes of this Plan;

"Effective Date" means the effective date of this Plan, as determined pursuant to Section 14.14;

"Electing Person" means a Participant who is, on the applicable Election Date, a Director;

"Election Date" means the date on which the Electing Person files an Election Notice in accordance with Subsection 5.1(b);

(a) is considered an employee of the Corporation or a subsidiary of the Corporation for purposes of source deductions under applicable tax or social welfare legislation; or

(b) works full-time or part-time on a regular weekly basis for the Corporation or a subsidiary of the Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a subsidiary of the Corporation over the details and methods of work as an employee of the Corporation or such subsidiary;

"Exchange" means the CSE and any other exchange on which the Shares are or may be listed from time to time;

"Exercise Notice" means a notice in writing, signed by a Participant and stating the Participant's intention to exercise a particular Option;

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

"Expiry Date" means the expiry date specified in the Award Agreement (which shall not be later than the tenth anniversary of the Date of Grant) or, if not so specified, means the tenth anniversary of the Date of Grant;

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

"Market Price" at any date in respect of the Shares shall be the greater of the closing price of the Shares on the CSE on (i) the trading day prior to the Date of Grant, and (ii) the Date of Grant (or, if such Shares are not then listed and posted for trading on the CSE, on such stock exchange on which the Shares are listed and posted for trading as may be selected for such purpose by the Board). In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion and, with respect to an Award made to a U.S. Taxpayer, in accordance with Section 409A of the Code;

"Officer" means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries;

"Option" means a right to purchase Shares under Article 4 of this Plan that is non-assignable and non-transferable, unless otherwise approved by the Plan Administrator;

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

"Participant" means an Employee, Consultant, Officer, Director or Management Company Employee to whom an Award has been granted under this Plan;

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

"Performance Goals" means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a subsidiary of the Corporation, a division of the Corporation or a subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator in its discretion;

"Performance Share Unit" or "PSU" means any right granted under Article 7 of this Plan;

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

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

"Plan Administrator" means the Board or, to the extent that the administration of this Plan has been delegated by the Board to a committee pursuant to Section 3.2, that committee;

"Restricted Share Unit" or "RSU" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 6;

"Retirement" means, unless otherwise defined in the Participant's written or other applicable employment agreement or in the Award Agreement, the termination of the Participant's working career at the age of 67 or such other retirement age, with consent of the Plan Administrator, if applicable;

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

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

"Security Based Compensation Arrangement" means a stock option, stock option plan,
employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, Officers, Employees, Consultants, Management Company Employees and/or service providers of the Corporation or any subsidiary of the Corporation;

"Share" means one common share in the capital of the Corporation as constituted on the Effective Date, or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law, and/or one share of any additional class of common shares in the capital of the Corporation as may exist from time to time, or after an adjustment contemplated by Article 11, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

"subsidiary" means an issuer that is Controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary, or any other entity in which the Corporation has an equity interest and is designated by the Plan Administrator, from time to time, for purposes of this Plan to be a subsidiary, provided that, in the case of a Canadian Taxpayer, the issuer is related (for purposes of the Tax Act) to the Corporation;

(a) in the case of an Employee whose employment with the Corporation or a subsidiary of the Corporation terminates, (i) the date designated by the Employee and the Corporation or a subsidiary of the Corporation in a written employment agreement, or other written agreement between the Employee and Corporation or a subsidiary of the Corporation, or (ii) if no written employment agreement exists, the date designated by the Corporation or a subsidiary of the Corporation, as the case may be, on which an Employee ceases to be an employee of the Corporation or the subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and "Termination Date" specifically does not mean the date of termination of any period of reasonable notice that the Corporation or the subsidiary of the Corporation (as the case may be) may be required by law to provide to the Participant;

(b) in the case of a Consultant whose consulting agreement or arrangement with the Corporation or a subsidiary of the Corporation, as the case may be, terminates, the date that is designated by the Corporation or the subsidiary of the Corporation (as the case may be), as the date on which the Participant's consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant's consulting agreement or other written arrangement, such date shall not be earlier than the date notice of voluntary termination was given, and "Termination Date" specifically does not mean the date on which any period of notice of termination that the Corporation or the subsidiary of the Corporation (as the case may be) may be required to provide to the Participant under the terms of the consulting agreement or arrangement expires; or

(c) in the case of a U.S. Taxpayer, a Participant's "Termination Date" will be the date the Participant experiences a "separation from service" with the Corporation or a subsidiary of the Corporation within the meaning of Section 409A of the Code.

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

(a) Whenever the Plan Administrator exercises discretion in the administration of this Plan, the term "discretion" means the sole and absolute discretion of the Plan Administrator.

(b) As used herein, the terms "Article", "Section", "Subsection" and "clause" mean and refer to the specified Article, Section, Subsection and clause of this Plan, respectively.

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

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

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

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

This Plan will be administered by the Plan Administrator and the Plan Administrator has sole and complete authority, in its discretion, to:

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

(b) make grants of Awards under the Plan, whether relating to the issuance of Shares or otherwise (including any combination of Options, Deferred Share Units, Restricted Share Units, Performance Share Units or Other Share-Based Awards), in such amounts, to such Persons and, subject to the provisions of this Plan, on such terms and conditions as it determines including without limitation:

including any conditions relating to the attainment of specified Performance Goals;

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

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

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

(d) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of this Plan and subject to the policies of the Exchange;

(f) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to this Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

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

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

Except as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, any decision made or action taken by the Board, the committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Corporation and all subsidiaries of the Corporation, the affected Participant(s), their respective legal and personal representatives and all other Persons.

All Directors, Officers, Employees, Consultants and Management Company Employees are eligible to participate in the Plan, subject to Section 10.1(f). Prior to any grant, both the Corporation and the Participant must confirm that the Participant is a bone fide Employee, Consultant, Officer, Director or Management Company Employee of the Corporation. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Employee, Consultant, Officer, Director or Management Company Employee any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant, Officer, Director or Management Company Employee is entitled to receive a grant of an Award pursuant to the Plan will be determined in the discretion of the Plan Administrator.

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

(a) Subject to adjustment as provided for in Article 11 and any subsequent amendment to this Plan, the aggregate number of Shares reserved for issuance pursuant to Awards granted under this Plan shall not exceed 20% of the Corporation's total issued and outstanding Shares from time to time. This Plan is considered an "evergreen" plan, since the Shares covered by Awards which have been exercised or terminated shall be available for subsequent grants under the Plan and the number of Awards available to grant increases as the number of issued and outstanding Shares increases.

(b) To the extent any Awards (or portion(s) thereof) under this Plan are exercised, expire, terminate or are cancelled for any reason prior to exercise in full, any Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of Awards granted under this Plan.

In addition to the requirements in Section 3.6 and notwithstanding any other provision of this Plan, at all times when the Corporation is listed on the CSE:

(i) issuable to Insiders at any time under all of the Corporation's Security Based Compensation Arrangements, shall not exceed 10% of the Corporation's total issued and outstanding Shares;

(ii) issued to Insiders within any one year period, under all of the Corporation's Security Based Compensation Arrangements, shall not exceed 10% of the Corporation's total issued and outstanding Shares; and

(iii) issuable to an Insider at any time under all of the Corporation's Security Based Compensation Arrangements, shall not exceed 5% of the Corporation's total issued and outstanding Shares,

unless the Corporation has obtained CSE and disinterested shareholder approval, as needed, in respect thereof.

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

Except as permitted by the Plan Administrator, and to the extent that certain rights may pass to a beneficiary or legal representative upon death of a Participant by will or as required by law, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards or under this Plan whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

(a) Pursuant to the policies of the CSE, the terms of an Award may not be amended once issued. Notwithstanding the forgoing, the Plan Administrator may, without notice and without approval of the holders of voting shares of the Corporation, make amendments to the terms of an Award that are required or desirable in order to comply with any applicable Securities Laws or Exchange requirements.

(b) If an Award is cancelled prior to its Expiry Date, the Corporation shall not grant new Awards to the same Participant until 30 days have elapsed from the date of cancellation.

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

The Plan Administrator will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant.

(a) Subject to Section 4.6 and to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date, but in no event shall an Option expire on a date which is later from 10 years from the Date of Grant.

(b) Should the expiration date fall within a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth Business Day after the end of the Black-Out Period, such tenth Business Day to be considered the expiration date for such Option for all purposes under the Plan, provided that there shall be no automatic extension if the Corporation or the relevant Participant is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation's securities.

(a) Subject to the requirements of the Exchange, the Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options.

(b) Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant. Each vested Option or instalment may be exercised at any time or from time to time, in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any instalment of any Option becomes exercisable. For greater certainty, no Option shall be exercised by a Participant during a Black-Out Period.

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

(d) The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as vesting conditions relating to the attainment of specified Performance Goals.

(a) Unless otherwise specified by the Plan Administrator at the time of granting an Option and set forth in the particular Award Agreement, the Exercise Notice must be accompanied by payment of the Exercise Price. The Exercise Price must be fully paid by certified cheque, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Corporation (or through an arrangement directly with the Corporation) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, (ii) through the cashless exercise process set out in Section 4.5(b), or (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by the Securities Laws, or any combination of the foregoing methods of payment.

(b) Unless otherwise specified by the Plan Administrator and set forth in the particular Award Agreement, a Participant shall receive upon the exercise of an Option in accordance with the terms of this Plan (instead of payment of the Exercise Price and receipt of Shares issuable upon payment of the Exercise Price) the number of Shares equal to:

(i) the Market Price of the Shares issuable on the exercise of such Option (or portion thereof) as of the date such Option (or portion thereof) is exercised, less

(ii) the aggregate Exercise Price of the Option (or portion thereof) surrendered relating to such Shares, divided by

(iii) the Market Price per Share as of the date such Option (or portion thereof) is exercised.

(d) If a Participant exercises Options through the cashless exercise process set out in Section 4.5(b), to the extent that such Participant would be entitled to a deduction under paragraph 110(1)(d) of the Income Tax Act (Canada) (the "Tax Act") in respect of such exercise if the election described in subsection 110(1.1) of the Tax Act were made and filed (and the other procedures described therein were undertaken) on a timely basis after such exercise, the Corporation will cause such election to be so made and filed (and such other procedures to be so undertaken).

There are no participation rights or entitlements inherent in the Options and Participants will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options without exercising the Options.

(a) The Plan Administrator may fix, from time to time, a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 5.1(b) to participate in the grant of additional DSUs pursuant to this Article 5. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 5 shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The "Elected Amount" shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the "Cash Fees").

(b) Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form of Schedule A hereto (the "Election Notice") with the Chief Financial Officer of the Corporation: (i) in the case of an existing Electing Person, by December 31^st in the year prior to the year to which such election is to apply (other than for Director Fees payable for the 2026 financial year, in which case any Electing Person who is not a U.S. Taxpayer as of the date of this Plan shall file the Election Notice by the date that is 30 days from the effective date of the Plan with respect to compensation paid for services to be performed after such date); and (ii) in the case of a newly appointed Electing Person who is not a U.S. Taxpayer, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. In the case of an existing Electing Person who is a U.S. Taxpayer as of the Effective Date of this Plan, an initial Election Notice may be filed by the date that is 30 days from the Effective Date only with respect to compensation paid for services to be performed after the Election Date; and, in the case of a newly appointed Electing Person who is a U.S. Taxpayer, an Election Notice may be filed within 30 days of such appointment only with respect to compensation paid for services to be performed after the Election Date. If no election is made within the foregoing time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.

(c) Subject to Subsection 5.1(d), the election of an Electing Person under Subsection 5.1(b) shall be deemed to apply to all Cash Fees that would be paid subsequent to the filing of the Election Notice, and such Electing Person is not required to file another Election Notice for subsequent calendar years.

(d) Each Electing Person who is not a U.S. Taxpayer is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with the Chief Financial Officer of the Corporation a notice in the form of Schedule B hereto. Such termination shall be effective immediately upon receipt of such notice, provided that the Corporation has not imposed a "black-out" on trading. Thereafter, any portion of such Electing Person's Cash Fees payable or paid in the same calendar year and, subject to complying with Subsection 5.1(b), all subsequent calendar years shall be paid in cash. For greater certainty, to the extent an Electing Person terminates his or her participation in the grant of DSUs pursuant to this Article 5, he or she shall not be entitled to elect to receive the Elected Amount, or any other amount of his or her Cash Fees in DSUs in lieu of cash again until the calendar year following the year in which the termination notice is delivered. An election by a U.S. Taxpayer to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which the termination notice in the form of Schedule C is delivered.

(e) Any DSUs granted pursuant to this Article 5 prior to the delivery of a termination notice pursuant to Section 5.1(d) shall remain in the Plan following such termination and will be redeemable only in accordance with the terms of the Plan.

(f) The number of DSUs (including fractional DSUs) granted at any particular time pursuant to this Article 5 will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including Director Fees and any Elected Amount), as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

(g) In addition to the foregoing, the Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant DSUs to any Participant.

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of DSUs, provided that no DSUs shall vest until at least one year following the date of grant.

(a) DSUs shall be settled on the date established in the Award Agreement; provided, however that in no event shall a DSU Award be settled prior to, or later than one (1) year following, the date of the applicable Participant's separation from service. In the case of a Participant (other than a Canadian Participant), in no event shall a DSU Award be settled later than one (1) year following the date of the applicable Participant's separation from service. If the Award Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the date of separation from service, subject to the delay that may be required under Section 12.6(d) below in the case of a U.S. Participant. Subject to Section 12.6(d) below in the case of a U.S. Participant, and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, the Participant shall redeem each vested DSU for:

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

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

(b) Any cash payments made under this Section 5.4 by the Corporation to a Participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

(c) Payment of cash to Participants on the redemption of vested DSUs may be made through the Corporation's payroll in the pay period that the settlement date falls within.

(a) The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.

(b) The number of RSUs (including fractional RSUs) granted at any particular time pursuant to this Article 6 will be calculated by dividing (i) the amount of any compensation that is to be paid in RSUs, as determined by the Plan Administrator, by (ii) the Market Price of a Share on the Date of Grant.

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

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that no RSUs shall vest until at least one year following the date of grant.

(a) The Plan Administrator shall have the sole authority to determine the settlement terms applicable to the grant of RSUs. Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant shall redeem each vested RSU for:

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

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

(b) Any cash payments made under this Section 6.4 by the Corporation to a Participant in respect of RSUs to be redeemed for cash shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

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

(d) Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU, under this Section 6.4 any later than the final Business Day of the third calendar year following the year in which the RSU is granted.

The Plan Administrator may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any Participant in respect of services rendered in the year of grant. The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share, cash payment, or a combination thereof (as provided in Section 7.6(a)), upon the achievement of such Performance Goals during such performance periods as the Plan Administrator shall establish.

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a Participant's employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

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

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

The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs, provided that no PSUs shall vest until at least one year following the date of grant.

(a) The Plan Administrator shall have the authority to determine the settlement terms applicable to the grant of PSUs. Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, on the settlement date for any PSU, the Participant shall redeem each vested PSU for:

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

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

(b) Any cash payments made under this Section 7.6 by the Corporation to a Participant in respect of PSUs to be redeemed for cash shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

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

(d) Subject to Section 12.6(d) below and except as otherwise provided in an Award Agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU, under this Section 7.6 any later than the final Business Day of the third calendar year following the year in which the PSU is granted.

The Plan Administrator may, from time to time, subject to the provisions of this Plan, such other terms and conditions as the Plan Administrator may prescribe and the policies of the Exchange, grant Other Share-Based Awards to any Participant. The terms and conditions of each Other Share-Based Award grant shall be evidenced by an Award Agreement. Each Other Share-Based Award shall consist of a right (1) which is other than an Award or right described in Article 4, Article 5, Article 6, and Article 7 above, and (2) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the Plan; provided, however, that such right will comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Article 8 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Plan Administrator shall determine in its discretion.

(a) Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, as part of a Participant's grant of DSUs, PSUs or RSUs (as applicable) and in respect of the services provided by the Participant for such original grant, DSUs, PSUs and RSUs (as applicable) shall be credited with dividend equivalents in the form of additional DSUs, PSUs or RSUs, as applicable, as of each dividend payment date in respect of which normal cash dividends are paid on Shares, subject to the limitations set out in Sections 3.6 and 3.7. Such dividend equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of DSUs, PSUs or RSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (ii) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant's account shall vest in proportion to the DSUs, PSUs or RSUs, as applicable, to which they relate, and shall be settled in accordance with Section 5.4, 6.4 or 7.6, as applicable. To comply with the limitations set out in Sections 3.6 and 3.7, the Corporation may settle the entitlements in this Section 10.1(a) with cash.

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

In the event that the Date of Grant occurs, or an Award expires, at a time when an undisclosed material change or material fact in the affairs of the Corporation exists, the Date of Grant for such Award, or expiry of such Award, as the case may be, will be no later than 10 business days after which there is no longer such undisclosed material change or material fact, and the Market Price with respect to the grant of such Award shall be calculated based on the five business days immediately preceding the Date of Grant and after the date on which such undisclosed material change or material fact is disclosed.

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

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or the relevant subsidiary of the Corporation and in effect at the Date of Grant of the Award, or as set out in the Participant's employment agreement, Award Agreement or other written agreement, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 9.4 to any Participant or category of Participants.

Subject to Section 10.2, unless otherwise determined by the Plan Administrator or as set forth in an employment agreement, Award Agreement or other written agreement:

(a) where a Participant's employment, consulting agreement or arrangement is terminated or the Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant or termination by the Corporation or a subsidiary of the Corporation for Cause, then any Option or other Award held by the Participant that has not been exercised as of the Termination Date shall be immediately forfeited and cancelled as of the Termination Date;

(b) where a Participant's employment, consulting agreement or arrangement is terminated by the Corporation or a subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice) then a portion of any unvested Options or other Awards shall immediately vest, such portion to be equal to the number of unvested Options or other Awards held by the Participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date any unvested Options or other Awards were originally scheduled to vest, which vested Options or other Awards may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the date that is 90 days after the Termination Date or such longer or shorter period as determined by the Board. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period. For greater certainty, any such determination regarding the period for exercise or vesting of Options made by the Board may be made at any time subsequent to the date of grant of Options up to a period of 12 months after the Termination Date, provided, however, that the Board may not extend the period for exercise beyond the Expiry Date of the Option;

(c) where a Participant becomes Disabled, then any Option or other Award held by the Participant that has not vested as of the date of the Disability of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time until the earlier of (i) the Expiry Date of such Award, or (ii) one (1) year following the date of the Disability of such Participant. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(d) where a Participant's employment, consulting agreement or arrangement is terminated by reason of the death of the Participant, then any Option or other Award held by the Participant that has not vested as of the date of the death of such Participant shall vest on such date and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the date of the death of such Participant. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period;

(e) where a Participant's employment, consulting agreement or arrangement is terminated due to Retirement, then any Option or other Award held by the Participant that has not vested as of the date of such Retirement shall continue to vest in accordance with its terms and may be exercised or surrendered to the Corporation by the Participant at any time during the period that terminates on the earlier of: (A) the Expiry Date of such Award; and (B) the first anniversary of the Participant's date of Retirement. Any Option or other Award that remains unexercised or has not been surrendered to the Corporation by the Participant shall be immediately forfeited upon the termination of such period. Notwithstanding the foregoing, if, following his or her Retirement, the Participant commences (the "Commencement Date") employment, consulting or acting as a director of the Corporation or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any Person that carries on or proposes to carry on a business competitive with the Corporation or any of its subsidiaries, any Option or other Award held by the Participant that has not been exercised as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date;

(f) a Participant's eligibility to receive further grants of Options or other Awards under this Plan ceases as of:

(i) the date that the Corporation or a subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant's employment, consulting agreement or arrangement is terminated, notwithstanding that such date may be prior to the Termination Date; or

(g) notwithstanding Subsection 10.1(b), unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options or other Awards are not affected by a change of employment or consulting agreement or arrangement, or directorship within or among the Corporation or a subsidiary of the Corporation for so long as the Participant continues to be a Director, Employee or Consultant, as applicable, of the Corporation or a subsidiary of the Corporation.

Notwithstanding the provisions of Section 10.1, the Plan Administrator may, subject to the policies of the Exchange, in its discretion, at any time prior to, or following the events contemplated in such Section, or in an employment agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

The existence of any Awards does not affect in any way the right or power of the Corporation or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Corporation's capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Corporation, to create or issue any bonds, debentures, Shares or other securities of the Corporation or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 11 would have an adverse effect on this Plan or on any Award granted hereunder.

Except as may be set forth in an employment agreement, consulting agreement, Award Agreement or other written agreement between the Corporation or a subsidiary of the Corporation and the Participant:

(a) The Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant's rights net of any exercise price payable by the Participant, then such Award may be terminated by the Corporation without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Subsection 11.2(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction. Notwithstanding the foregoing, in the case of Options held by a Canadian Taxpayer, the Plan Administrator may not cause the Canadian Taxpayer to receive (pursuant to this Subsection 11.2(a)) any property in connection with a Change in Control other than rights to acquire shares of a corporation or units of a "mutual fund trust" (as defined in the Tax Act), of the Corporation or a "qualifying person" (as defined in the Tax Act) that does not deal at arm's length (for purposes of the Tax Act) with the Corporation, as applicable, at the time such rights are issued or granted.

(b) Notwithstanding Subsection 11.2(a), and unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on an Exchange, then the Corporation may terminate all of the Awards granted under this Plan (other than Options held by Canadian Taxpayers) at the time of and subject to the completion of the Change in Control transaction by paying to each holder at or within a reasonable period of time following completion of such Change in Control transaction an amount for each Award equal to the fair market value of the Award held by such Participant as determined by the Plan Administrator, acting reasonably, or in the case of Options held by a Canadian Taxpayer by permitting the Canadian Taxpayer to surrender such Options to the Corporation for an amount for each such Option equal to the fair market value of such Option as determined by the Plan Administrator, acting reasonably, upon the completion of the Change in Control (following which such Options may be cancelled for no consideration).

(c) It is intended that any actions taken under this Section 11.2 will comply with the requirements of Section 409A of the Code with respect to Awards granted to U.S. Taxpayers.

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

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

In taking any of the steps provided in Sections 11.3 and 11.4, the Plan Administrator will not be required to treat all Awards similarly and where the Plan Administrator determines that the steps provided in Sections 11.3 and 11.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may, but is not required, to permit the immediate vesting of any unvested Awards.

Except as expressly provided in this Article 11, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards or other entitlements of the Participants under such Awards.

No fractional Shares will be issued pursuant to an Award. Accordingly, (whether as a result of any adjustment under this Article 11, a dividend equivalent or otherwise), a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

Options granted under this Plan to U.S. Taxpayers may be non-qualified stock options or incentive stock options qualifying under Section 422 of the Code ("ISOs"). Each Option shall be designated in the Award Agreement as either an ISO or a non-qualified stock option. The Corporation shall not be liable to any Participant or to any other Person if it is determined that an Option intended to be an ISO does not qualify as an ISO.

Subject to any limitations in Section 3.6, the aggregate number of Shares reserved for issuance in respect of granted ISOs shall not exceed 100,000 Shares, and the terms and conditions of any ISOs granted to a U.S. Taxpayer on the Date of Grant hereunder, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Plan Administrator from time to time in accordance with this Plan. At the discretion of the Plan Administrator, ISOs may be granted to any employee of the Corporation, or of a "parent corporation" or "subsidiary corporation", as such terms are defined in Sections 424(e) and (f) of the Code.

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

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

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

(a) This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Corporation reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code. In no event will the Corporation or any of its subsidiaries or Affiliates be liable for any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

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

(c) The Plan Administrator, in its sole discretion, may permit the acceleration of the time or schedule of payment of a U.S. Taxpayer's vested Awards in the Plan under circumstances that constitute permissible acceleration events under Section 409A of the Code.

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

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

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and

(b) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio with respect to the U.S. Taxpayer unless the consent of the U.S. Taxpayer is obtained.

Notwithstanding Section 13.1 and subject to any rules of the Exchange, approval of the holders of the Shares shall be required for any amendment, modification or change that:

(a) increases the percentage of Shares reserved for issuance under the Plan, except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(b) increases or removes the 10% limits on Shares issuable or issued to Insiders as set forth in Subsection 3.7(a);

(c) changes the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its Expiry Date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Corporation or its capital;

(d) extends the term of an Award beyond the original Expiry Date (except where an Expiry Date would have fallen within a blackout period applicable to the Participant or within five business days following the expiry of such a blackout period);

(e) permits an Award to be exercisable beyond 10 years from its Date of Grant (except where an Expiry Date would have fallen within a blackout period of the Corporation);

(g) permits Awards to be transferred to a Person other than for normal estate settlement purposes;

(i) deletes or reduces the range of amendments which require approval of shareholders under this Section 13.2.

Without limiting the generality of Section 13.1, but subject to Section 13.2, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(c) making any amendments to add covenants of the Corporation for the protection of Participants, as the case may be, provided that the Plan Administrator shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, as the case may be;

(d) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants and Directors;

(e) making such changes or corrections which, on the advice of counsel to the Corporation, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Plan Administrator shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Participants; or

(f) making any amendments that are required or desirable in order to comply with any applicable Securities Laws or Exchange requirements.

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

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

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

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

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

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

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan (including as to whether the circumstances described in Section 10.1(e) or 12.3 exist). Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant's jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant's behalf.

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

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

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

Except as required by law, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Plan Administrator.

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

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

All notices to a Participant will be addressed to the principal address of the Participant on file with the Corporation. Either the Corporation or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth business day following the date of mailing; provided that in the event of any actual or imminent postal disruption, notices shall be delivered to the appropriate party and not sent by mail. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

This Plan was adopted by the Corporation on June 8, 2026, subject to the approval of the shareholders of the Corporation.

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

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

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

Pursuant to the Plan, I hereby elect to participate in the grant of DSUs pursuant to Article 5 of the Plan and to receive ____% of my Cash Fees in the form of DSUs in lieu of cash.

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

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

(d) To the extent I am a U.S. taxpayer, I understand that this election is irrevocable for the calendar year to which it applies and that any revocation or termination of this election after the expiration of the election period will not take effect until the first day of the calendar year following the year in which I file the revocation or termination notice with the Corporation.

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

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

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the date hereof shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

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

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

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

Notwithstanding my previous election in the form of Schedule A to the Plan, I hereby elect that no portion of the Cash Fees accrued after the effective date of this termination notice shall be paid in DSUs in accordance with Article 5 of the Plan.

I understand that this election to terminate receipt of additional DSUs will not take effect until the first day of the calendar year following the year in which I file this termination notice with the Corporation.

I understand that the DSUs already granted under the Plan cannot be redeemed except in accordance with the Plan.

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

Note: An election to terminate receipt of additional DSUs can only be made by a Participant once in a calendar year.

Voting Methods	Internet	Email	Mail	Fax
Registered Shareholders Common Shares are held in own name and represented by a physical certificate or DRS Advice	Use the control number printed on the proxy form and vote online at: https://login.odysseytrust.com/pxlogin	Complete, sign and date the proxy form and send it by email to: proxy@odysseytrust.com	Complete, sign and date the proxy form and return it to: Odyssey Trust Company, at 1310 - 1140 West Pender St., Vancouver, British Columbia, V6E 4G1 Attention: Proxy Department.	Complete, sign and date the proxy form and send it by fax to: 1 (800) 517-4553.
Beneficial Shareholders Common Shares held with a broker, bank or other Intermediary	If you are a Beneficial Shareholder, and receive these materials through your broker, another Intermediary or the Company (or its agent), please complete and return the voting instruction form or proxy form (as applicable) in accordance with the instructions and within the timeframe provided to you by your broker, other Intermediary or the Company (or its agent).

1. GENERAL MATTERS	2
2. MEETING AND VOTING INFORMATION	4
The Meeting	4
Voting by Proxy	5
Voting at the Meeting	8
Additional Details	8
3. BUSINESS OF THE MEETING	9
Presentation of Annual Financial Statements	9
Setting the Number of Directors	9
Election of Directors	9
Appointment of Auditor	10
Approval of the Omnibus Plan	10
Other Matters	11
4. DIRECTOR NOMINEES	11
Overview	11
Director Nominee Profiles	12
5. STATEMENT OF EXECUTIVE COMPENSATION	16
Information about Equity Compensation	21
6. OMNIBUS EQUITY INCENTIVE PLAN	23
Purpose of the Omnibus Plan	23
Purpose and Terms of the Omnibus Plan	23
7. OTHER INFORMATION	29
Interests of Certain Persons	29
Indebtedness of Directors and Executive Officers	29
Interest of Informed Persons in Material Transactions	29
Management Contracts	29
Audit Committee Disclosure	29
Corporate Governance Disclosure	30
8. DIRECTOR APPROVAL	30
SCHEDULES
Schedule "A" - Audit Committee Disclosure	A-1
Schedule "B" - Corporate Governance Disclosure	B-1
Schedule "C" - Omnibus Equity Incentive Plan	C-1

Date		Currency
This Information Circular is dated June 8, 2026. The information contained in this Information Circular is presented as of June 8, 2026, except where specifically noted otherwise.		Unless otherwise indicated, all dollar amounts in this Information Circular are expressed in Canadian dollars.

Registered Shareholders		Beneficial Shareholders
You are a Registered Shareholder if the Common Shares you own are registered directly in your name. Registered Shareholders may exercise their right to vote: (1) by appointing a proxyholder to attend the Meeting and vote on their behalf (see "Voting by Proxy"); or (2) by attending and voting during the Meeting (see "Voting at the Meeting").		You are a Beneficial Shareholder if the Common Shares you own are registered in the name of your Intermediary, an agent of that Intermediary, or a depositary in which your Intermediary is a participant. Beneficial Shareholders may exercise their right to vote: (1) by submitting the voting instructions to their Intermediary or, less commonly, by completing a pre-authorized Proxy Form received from the Intermediary and delivering a completed, dated and signed Proxy Form to Odyssey (see "Voting by Proxy"); or (2) by appointing a proxyholder (including themselves) to attend and vote on their behalf during the Meeting (see "Voting at the Meeting").

Voting Method	Voting Instruction
Internet:	Use the control number printed on the Proxy Form and vote online at: https://login.odysseytrust.com/pxlogin
Email:	Complete, sign and date the Proxy Form and send it by email to: proxy@odysseytrust.com
Mail:	Complete, sign and date the Proxy Form in accordance with the instructions therein and return it to: Odyssey Trust Company, at 1310 - 1140 West Pender St., Vancouver, British Columbia, V6E 4G1 Attention: Proxy Department.
Fax:	Complete, sign and date the Proxy Form and send it by fax to: 1 (800) 517-4553

Registered Shareholders		Beneficial Shareholders
To be effective, properly completed Proxy Forms or voting instructions must be received by Odyssey no later than 10:00 a.m. (Pacific time) on July 8, 2026 (or if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the time of the adjourned or postponed Meeting).		If you are a Beneficial Shareholder, voting instructions must be communicated to your Intermediary by the deadline set by such Intermediary, and in any event, sufficiently in advance of the proxy deadline to allow your Intermediary time to receive and forward your voting instructions to Odyssey.

Registered Shareholders		Beneficial Shareholders
If you wish to attend the Meeting in person, you DO NOT need to complete or return a Proxy Form. You may still attend the Meeting if you have already submitted your voting instructions, but you cannot vote at the Meeting unless you revoke your proxy in accordance with the procedures set out under "Voting by Proxy".		If you wish to attend and vote at the Meeting in person, you MUST appoint yourself as proxyholder by printing your name in the space provided on the VIF or Proxy Form, as applicable, and complete, sign and return the VIF or Proxy Form as directed in such form. You WILL NOT be able to attend or vote at the Meeting unless you have duly appointed yourself as proxyholder for your Intermediary in accordance with the procedures set out under "Voting by Proxy".

DIRECTOR NOMINEES
Sean Charland
Non-Independent Director Director Since: August 2023 British Columbia, Canada Other Public Company Directorships (Past Five Years): Alpha Copper Corp. (2025 - Present) Star Copper Corp. (2022-Present) Core Silver Corp. (2020-Present) Rainy Mountain Royalty Corp. (2019-Present) Zimtu Capital Corp. (2012-Present) Sensible Meats Inc. (2024) Sceptre Ventures Inc. (2021-2025) Abound Energy Inc. (2020-2022) Arctic Star Exploration Corp. (2017-2023) Maple Gold Mines Ltd. (2016-2024) Binovi Technologies Corp. (2012-2022)	Mr. Charland is a seasoned communications professional with experience in raising capital and marketing resource exploration companies. He has helped raise a significant amount of capital for a variety of venture listed and private companies in mineral exploration and mining, technological and health sectors, with the majority of the focus on mineral exploration and mining. His large network of contacts within the financial community extends across North America and Europe. Mr. Charland is President and Chief Executive Officer of Zimtu Capital Corp., a publicly held investment issuer and company builder focused on private and small-cap resource companies, of which he has been a Director since January 2012.
	Securities Held as of the Record Date
	Common Shares	3,847,500
	Options	2,150,000
	RSUs	400,000
	Warrants	Nil
Jody Bellefleur
Non-Independent Director Director Since: March 2021 British Columbia, Canada Other Public Company Directorships (Past Five Years): Caplink Ventures Inc. (2022-2023) Sceptre Ventures Inc. (2021) Q2 Metals Corp. (2018) Lion Rock Resources Inc. (2016-2024)	Ms. Bellefleur is a CPA, CGA with over 20 years of experience forming, listing, and guiding resource-focused public companies from incorporation through the public markets. Her expertise includes regulatory compliance, audit oversight, and corporate governance within the Canadian public company framework. Ms. Bellefleur has been the Chief Financial Officer of Q2 Metals Corp. since 2018 and has served as Chief Financial Officer of Zimtu Capital Corp. since 2013, overseeing financial reporting for multiple public company holdings within the Zimtu group of companies.
	Securities Held
	Common Shares	213,742
	Options	1,350,000
	RSUs	200,000
	Warrants	Nil

DIRECTOR NOMINEES
Jody Dahrouge
Non-Independent Director Director Since: August 2018 Alberta, Canada Other Public Company Directorships (Past Five Years): ALX Resources Corp. (2015-2023) Commerce Resources Corp. (2003-2024)	Mr. Dahrouge is a graduate of the University of Alberta with a Bachelors Degree in Science (Geology) and with a Special Certificate in Computing Science. Since 1998, he has been the President of Dahrouge Geological Consulting Ltd. His experience, insight and energy combine to provide the Company with a real resource in the management of resource projects.
	Securities Held as of the Record Date ¹
	Common Shares	2,289,002
	Options	1,550,000
	RSUs	950,000
	Warrants	750,000
Darren Smith
Independent Director Director Since: October 2021 Quebec, Canada Other Public Company Directorships (Past Five Years): Ophir Metals Corp. (2020)	Mr. Smith specializes in high-level project management including program design and implementation, technical reporting, land management, community engagement, and corporate technical disclosure. He has provided technical oversight for PEA, PFS, and FS level projects as well as complex metallurgical programs. Mr. Smith holds positions as Executive VP Exploration of PMET Resources Inc., and works as Mentor and Senior Technical Advisor REEs and Nb at Dahrouge Geological Consulting Ltd.
	Securities Held as of the Record Date ²
	Common Shares	1,258,652
	Options	1,350,000
	RSUs	200,000
	Warrants	15,000

DIRECTOR NOMINEES
Joness Lang
Non-Independent Director Director Since: May 2024 British Columbia, Canada Other Public Company Directorships (Past Five Years): Canter Resources Corp. (2023) Silver Hammer Mining Corp. (2020-2023) American Pacific Mining Corp. (2019)	Mr. Lang is an experienced executive leader with nearly two decades of business development and capital markets experience within the natural resource sector. Mr. Lang received his Bachelor of Commerce degree from Royal Roads University, graduating with distinction. Mr. Lang also graduated with honours from the British Columbia Institute of Technology where he received his Marketing Management Entrepreneurship diploma. Mr. Lang has specialized in securing strategic equity investments, M&A and corporate partnerships throughout his career. This work has included strategic alliance JV partnerships for a multi-commodity prospect generator, securing Agnico Eagle as a strategic partner while serving as EVP for Maple Gold Mines Ltd., and being nominated for deal of the year while servicing as President of American Pacific Mining Corp. Mr. Lang is also the CEO of Canter Resources Corp., an early stage critical metals exploration company focused on lithium and boron in the western USA.
	Securities Held as of the Record Date ³
	Common Shares	512,500
	Options	1,350,000
	RSUs	250,000
	Warrants	25,000
Zayn Kalyan
Independent Director Director Since: March 2026 British Columbia, Canada Other Public Company Directorships (Past Five Years): Luxxfolio Holdings, Inc. (2025-Present) Golden Shield Resources, Inc. (2025-Present) Scorpio Gold Corp. (2024-Present) Altus Copper Corp. (2023-2025) Nexco Resources, Inc. (2018-Present) Infinity Stone Ventures Corp. (2017-2023)	Mr. Kalyan is an experienced business development executive and software engineer with a strong background in capital markets, fintech and corporate growth. He currently serves as CEO and Director of Scorpio Gold Corporation, where he has led the strategic restructuring and transformation of the company, repositioning it from a distressed junior mining issuer into a growing gold exploration company. Mr. Kalyan began his career developing startup technology companies and software products for the financial industry and brings over 10 years of experience in the fintech sector. Since 2014, he has served in senior management and board roles for multiple public companies, with expertise in corporate strategy, capital formation and scaling early-stage businesses into publicly traded growth platforms.
	Securities Held as of the Record Date ⁴
	Common Shares	4,000
	Options	325,000
	RSUs	225,000
	Warrants	Nil

Name	Officer Position(s)
Sean Charland	President and Chief Executive Officer
Jody Bellefleur	Chief Financial Officer and Corporate Secretary

Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of all other Compensation ($)	Total Compensation ($)
Sean Charland(2) CEO, President and Director	2025	$17,500	Nil	Nil	Nil	Nil	$17,500
Sean Charland(2) CEO, President and Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Jody Bellefleur(3) CFO, Corporate Secretary and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil
Jody Dahrouge(4) Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
Jody Dahrouge(4) Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Darren Smith(5) Director	2025	Nil	Nil	$15,000	Nil	Nil	$15,000
Darren Smith(5) Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
Joness Lang(6) Executive VP, Growth Strategy and Director	2025	Nil	Nil	Nil	Nil	Nil	Nil
	2024	N/A	N/A	N/A	N/A	N/A	N/A
Jason Birmingham(7) Former Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
Jason Birmingham(7) Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
David Hodge(8) Former CEO, President and Director	2025	N/A	N/A	N/A	N/A	N/A	N/A
David Hodge(8) Former CEO, President and Director	2024	Nil	Nil	Nil	Nil	Nil	Nil

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Sean Charland(1)(6) CEO, President and Director	Options	850,000	March 14, 2025	$0.85	$0.80	$0.89	March 14, 2030
Jody Bellefleur(2)(6) CFO, Corporate Secretary and Director	Options	850,000	March 14, 2025	$0.85	$0.80	$0.89	March 14, 2030
Jody Dahrouge(3)(6) Director	Options	850,000	March 14, 2025	$0.85	$0.80	$0.89	March 14, 2030
Darren Smith(4)(6) Director	Options	850,000	March 14, 2025	$0.85	$0.80	$0.89	March 14, 2030
Joness Lang(5)(6) Executive VP, Growth Strategy and Director	Options	850,000	March 14, 2025	$0.85	$0.80	$0.89	March 14, 2030

Plan Category	Number of securities to be issued upon exercise of outstanding Awards (#)⁽¹⁾	Weighted-average exercise price of outstanding Awards ($)	Number of securities remaining available for future issuance under equity compensation plans⁽²⁾ (excluding securities reflected in the first column) (#)
Equity compensation plans approved by security holders	7,250,000	$0.629	3,239,252
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
TOTAL	7,250,000	$0.629	3,239,252

	BY ORDER OF THE BOARD OF DIRECTORS

	"Sean Charland"
	Sean Charland, President, CEO and Director

Financial Year Ended	Audit Fees⁽¹⁾	Audit-Related Fees⁽²⁾	Tax Fees⁽³⁾	All Other Fees⁽⁴⁾
July 31, 2025	$17,250	Nil	Nil	Nil
July 31, 2024	$19,000	Nil	Nil	Nil

Audit Committee Oversight		Pre-Approval Policies and Procedures
Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.		The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is to be considered by the Board, and where applicable by the Audit Committee, on a case-by-case basis.

	Status
Name	Independent	Non-Independent	Additional Information and Commentary on Independence
Sean Charland		X	Mr. Charland was appointed President and CEO on August 24, 2023 and continues to serve Apex in such capacity..
Jody Bellefleur		X	Jody Bellefleur was appointed as CFO and Corporate Secretary on March 1, 2021. On February 18, 2026, Ms. Bellefleur resigned as CFO of the Company.
Jody Dahrouge		X	Mr. Dahrouge receives, indirectly, a compensatory fee from the Company outside of fees for being a Director.
Joness Lang	✓		Mr. Lang was independent for the financial year ended July 31, 2025. Mr. Lang was subsequently appointed and currently serves as Executive VP, Growth Strategy, and is no longer considered independent.
Darren Smith	✓		Mr. Smith was appointed as Director on October 20, 2021.
Zayn Kalyan	✓		Mr. Kalyan was appointed as Director on March 25, 2026.

Name of Director	Names of Other Reporting Issuers	Trading Market
Sean Charland	Zimtu Capital Corp.	TSXV
	Core Silver Corp.	CSE
	Rainy Mountain Royalty Corp.	TSXV
	Star Copper Corp.	CSE
	Alpha Copper Corp.	N/A

Jody Bellefleur	Sceptre Ventures Inc	NEX Board
	Q2 Metals Corp.	TSXV
	Alpha Copper Corp.	N/A
Joness Lang	American Pacific Mining Corp.	CSE
Joness Lang	Canter Resources Corp.	CSE
Darren Smith	Ophir Metals Corp.	TSXV
Zayn Kalyan	Scorpio Gold Corporation	TSXV
	Luxxfolio Holdings Inc.	CSE
	Golden Shield Resources Inc.	CSE
	Nexco Resources Inc.	CSE

Article 1 PURPOSE	1

1.1 Purpose	1

Article 2 INTERPRETATION	1

2.1 Definitions	1

2.2 Interpretation	8

Article 3 ADMINISTRATION	9

3.1 Administration	9

3.2 Delegation to Committee	10

3.3 Determinations Binding	10

3.4 Eligibility	10

3.5 Plan Administrator Requirements	10

3.6 Total Shares Subject to Awards	11

3.7 Limits on Grants of Awards	11

3.8 Award Agreements	12

3.9 Non-transferability of Awards	12

3.10 Amendment of Awards After Issuance	12

Article 4 OPTIONS	12

4.1 Granting of Options	12

4.2 Exercise Price	12

4.3 Term of Options	13

4.4 Vesting and Exercisability	13

4.5 Payment of Exercise Price	13

4.6 No Participation Rights	14

Article 5 DEFERRED SHARE UNITS	14

5.1 Granting of DSUs	14

5.2 DSU Account	16

5.3 Vesting of DSUs	16

5.4 Settlement of DSUs	16

Article 6 RESTRICTED SHARE UNITS	17

6.1 Granting of RSUs	17

6.2 RSU Account	17

6.3 Vesting of RSUs	17

6.4 Settlement of RSUs	17

Article 7 PERFORMANCE SHARE UNITS	18

7.1 Granting of PSUs	18

7.2 Terms of PSUs	18

7.3 Performance Goals	18

7.4 PSU Account	19

7.5 Vesting of PSUs	19

7.6 Settlement of PSUs	19

Article 8 OTHER SHARE-BASED AWARDS	20

Article 9 ADDITIONAL AWARD TERMS	20

9.1 Dividend Equivalents	20

9.2 Blackout Period	20

9.3 Withholding Taxes	21

9.4 Recoupment	21

Article 10 TERMINATION OF EMPLOYMENT OR SERVICES	21

10.1 Termination of Employment, Services or Director	21

10.2 Discretion to Permit Acceleration	23

Article 11 EVENTS AFFECTING THE CORPORATION	23

11.1 General	23

11.2 Change in Control	24

11.3 Reorganization of Corporation's Capital	25

11.4 Other Events Affecting the Corporation	25

11.5 Immediate Acceleration of Awards	25

11.6 Issue by Corporation of Additional Shares	25

11.7 Fractions	26

Article 12 U.S. TAXPAYERS	26

12.1 Provisions for U.S. Taxpayers	26

12.2 ISOs	26

12.3 ISO Grants to 10% Shareholders	26

12.4 $100,000 Per Year Limitation for ISOs	26

12.5 Disqualifying Dispositions	27

12.6 Section 409A of the Code	27

12.7 Section 83(b) Election	28

Article 13 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN	28

13.1 Amendment, Suspension, or Termination of the Plan	28

13.2 Shareholder Approval	28

13.3 Permitted Amendments	29

Article 14 MISCELLANEOUS	30

14.1 Legal Requirement	30

14.2 No Other Benefit	30

14.3 Rights of Participant	30

14.4 Corporate Action	30

14.5 Conflict	30

14.6 Anti-Hedging Policy	30

14.7 Participant Information	31

14.8 Participation in the Plan	31

14.9 International Participants	31

14.10 Successors and Assigns	31

14.11 General Restrictions on Assignment	31

14.12 Severability	31

14.13 Notices	32

14.14 Effective Date	32

14.15 Governing Law	32

14.16 Submission to Jurisdiction	32

Date: ________________________
		(Name of Participant)

		(Signature of Participant)