Argentum Silver : Management Information Circular

ARGENTUM SILVER CORP.

Suite 401, 217 Queen Street West

Toronto, ON, M5V 0R2

Tel: [phone]

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS

To be held on Friday, December 8, 2023

and

MANAGEMENT INFORMATION CIRCULAR

as at November 6, 2023

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Argentum Silver Corp. (the "Company") will be held at The Exchange Tower, Suite 1900, 130 King Street West, Toronto, ON, M5X 1E3, on Friday, December 8, 2023 at 10:00 a.m. (local time) to transact the usual business of an Annual General and Special Meeting (the "Meeting") and for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company for the fiscal year ended June 30, 2023, including the accompanying notes and the auditor's report, and the annual Management Discussion and Analysis.
2. To appoint an auditor for the Company to hold office until the close of the next Annual General Meeting and to authorize the directors to fix the remuneration to be paid to the auditor of the Company.
3. To determine the number of directors at three (3).
4. To elect directors to hold office until the close of the next Annual General Meeting.
5. To consider, and if thought fit, to approve, an ordinary resolution approving and confirming the Company's Stock Option Plan (the "Plan") whereunder the Company will allocate and reserve up to 10% of its issued common shares from time to time for the purpose of granting options under the Plan.
6. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Copies of any documents to be considered, approved, ratified and adopted or authorized at the Meeting will be available for inspection at The Exchange Tower, Suite 1900, 130 King Street West, Toronto, ON, M5X 1E3, during normal business hours up to December 8, 2023 being the date of the Meeting.

The directors of the Company fixed the close of business on November 3, 2023, as the record date for determining holders of common shares who are entitled to vote at the Meeting.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his or her stead. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Form of Proxy and return the same in the enclosed return envelope provided for that purpose within the time and to the location in accordance with the instructions set out in the Form of Proxy and Information Circular accompanying this Notice.

DATED at Toronto, on this 6th day of November 2023.

BY ORDER OF THE BOARD

ARGENTUM SILVER CORP.

Gary Nassif, Chief Executive Officer

MANAGEMENT INFORMATION CIRCULAR

As at November 6, 2023 unless otherwise noted

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Argentum Silver Corp. (the "Company"), at the time and place and for the purposes set forth in the Notice of Meeting.

Note: The term "shareholder" as defined in the Business Corporations Act S.B.C. 2002, c.57 (the "Act"), except in section 385, means a person whose name is entered in a securities register of a company as a registered owner of a share of the company or, until such an entry is made for the company:

1. in the case of a company incorporated before the coming into force of the Act, a subscriber, or
2. in the case of a company incorporated under the Act, an incorporator.

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

APPOINTMENT OF PROXYHOLDER AND REVOCATION OF PROXIES

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the proxyholder for the shareholder (the "Registered Shareholder").

The persons named in the accompanying Form of Proxy are nominees of the Company's management. A Registered

Shareholder desiring to appoint some other person (who need not be a shareholder) to represent him at the meeting may do so either by:

1. STRIKING OUT THE PRINTED NAMES AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY; OR
2. BY COMPLETING ANOTHER PROPER FORM OF PROXY.

In such event, the shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and provide instructions on how the shareholder's shares are to be voted. The nominee should bring personal identification to the meeting.

Registered Shareholders electing to submit a proxy may do so by:

1. completing, dating and signing the enclosed form of proxy and returning it to the Company's transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-249-7775, outside North America at [phone], or by mail or by hand to the 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;
2. using a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder's account number and the proxy access number; or
3. using the internet through the website of the Company's transfer agent atwww.computershare.comregistered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number;

In all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the meeting. The Chair of the Meeting may waive the proxy cut-off without notice.

A shareholder who has given a proxy may revoke it by an instrument in writing delivered to the office of Computershare Trust Company, Corporate Trust Department, at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, or to the Chairman of the meeting or any adjournment thereof, or in any other manner provided by law.

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VOTING OF PROXIES

If the instructions as to voting indicated in the proxy are certain, the shares represented by the proxy will be voted on any poll and where a choice with respect to any matter to be acted upon has been specified in the proxy, the shares will be voted on any poll in accordance with the specifications so made. IF A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED THAT THE PERSON DESIGNATED BY MANAGEMENT IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED ON THE FORM OF PROXY AND FOR THE NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITOR.

The form of proxy accompanying this Information Circular confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the meeting. As of the date of this Information Circular, the management of the Company knows of no such amendment or variation or matters to come before the meeting other than those referred to in the accompanying Notice of Meeting.

NON-REGISTERED HOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders because the Shares they own are not registered in their own names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a Registered Shareholder in respect of Shares which are held on behalf of that person (the "Non-RegisteredHolder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non- Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees of administrators of self-administeredRRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited ("CDS")), of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as "OBOs".

In accordance with the requirements of National Policy 54-101,Communication with Beneficial Owners of Securities of a Reporting Issuer, of the Canadian Securities Administrators, the Company has elected to send the notice of meeting, this information circular and proxy (collectively the "Meeting Materials") directly to the NOBOs, and indirectly through Intermediaries to the OBOs.

The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

Meeting Materials sent to Non-Registered Holders who have not waived the right to receive Meeting Materials are accompanied by a request for voting instructions (a "VIF"). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. A Non-Registered Holder who receives a VIF cannot use the voting instruction form to vote shares directly at the Meeting. In order for a non-registered shareholder to vote his or her shares at the Meeting, the non-registered shareholder must write his or her name in the space provided on the VIF or using the internet and otherwise follow the instructions on the VIF. Alternatively, the non-registered shareholder can appoint another person (who does not have to be a shareholder) as his or her proxy Holder to vote his or her shares at the Meeting by writing the name of such person in the space provided on the voting instruction form or internet and otherwise follow the instructions on the voting instruction form. Your proxy appointment must be received prior to the proxy cut-off date.

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INTEREST OF CERTAIN PERSONS OR COMPANIES

IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere herein, none of the following persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors:

1. any director or executive officer of the Company at any time since the commencement of the Company's last completed financial year;
2. any proposed nominee for election as a director of the Company; and
3. any associate or affiliate of any of the foregoing persons.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value (the "Common Shares"), of which 51,598,543 Common Shares are issued and outstanding as at November 6, 2023.

Only the holders of Common Shares are entitled to vote at the Meeting and the holders of Common Shares are entitled to one vote for each Common Share held. The directors of the Company fixed November 3, 2023, as the record date for the determination of the shareholders entitled to vote at the Annual General and Special Meeting.

To the knowledge of the directors and executive officers of the Company, no persons or companies beneficially owned, directly or indirectly, or exercised control over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company which have the right to vote in all circumstances, except as follows:

Name	Number of Common Shares Held	Percentage of Total Issued and
		Outstanding Common Shares
Sprott Mining Inc.	32,083,336	62.18%

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required unless the motion requires a special resolution, in which case a majority of not less than 66⅔% of the votes cast will be required. In the event that a matter to be voted upon at the Meeting requires disinterested shareholder approval, those shares will be excluded from the count of votes cast on such matter.

FINANCIAL STATEMENTS, DIRECTORS REPORT, MANAGEMENT'S DISCUSSION

AND ANALYSIS & ADDITIONAL INFORMATION

The Company's financial statements including Management Discussion and Analysis ("MD&A") of the Company for the year ended June 30, 2023, (the "Financial Statements"), including the accompanying notes and the auditor's report, will be presented to the shareholders at the Meeting. Copies of the Financial Statements and MD&A have also been mailed out to those shareholders who returned the Company's Financial Statement Request Form provided with the Company's 2022 annual general meeting material, in accordance with National Instrument 51-102 "Continuous Disclosure Obligations".

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. A securityholder may contact the Company to request copies of the Company's financial statements and Management's Discussion and Analysis. Financial information is provided in the Company's comparative financial statements and MD&A for its most recently completed financial year.

APPOINTMENT AND REMUNERATION OF AUDITOR

The management of the Company will recommend to the Meeting to appoint Crowe MacKay LLP as auditor of the Company to hold office until the close of the next Annual General Meeting of shareholders. It is proposed that the remuneration to be paid to the auditor be fixed by the directors.

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Unless such authority is withheld, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Crowe MacKay LLP, to serve as auditor of the Company until the next annual general meeting of the Company's shareholders and to authorize the Board to fix the remuneration to be paid to the auditor.

DETERMINATION OF NUMBER OF DIRECTORS

The directors are elected at each annual general meeting to hold office until the next annual general meeting or until their successors are duly elected or appointed, unless such office is earlier vacated in accordance with the Articles of the Company, or a director becomes disqualified to act as a director. The authority to determine the number of directors of the Company rests with the shareholders.

The Articles of the Company provide that the number of directors, excluding additional directors, may be fixed or changed from time to time by ordinary resolution whether previous notice thereof has been given or not. Management proposes to determine the number of directors comprising the Board of Directors at three (3) and the approval of the shareholders is therefore being sought in this regard.

ELECTION OF DIRECTORS

The Board of Directors presently consists of three directors and it is intended to elect three directors for the ensuing year. The term of office of each of the present directors expires at the Meeting. Each director elected will hold office until the next annual general meeting of the Company or until his successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Company or the Business Corporations Act (British Columbia) (the "Act") or he becomes disqualified to act as a director.

The persons named in the following table are proposed by management for election as directors of the Company. Each director elected will hold office until the next Annual General Meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company or he becomes disqualified to act as a director. In the absence of instructions to the contrary, the enclosed Proxy will be voted for the nominees listed herein.

MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. THE COMPANY HAS NOT RECEIVED NOTICE OF, AND MANAGEMENT IS NOT AWARE OF ANY PROPOSED NOMINEE IN ADDITION TO, THE NAMED NOMINEES.

The following information concerning the respective nominees has been furnished by each of them:

				Approx. no. of voting
				securities beneficially
				owned, or controlled
				or directed, directly or
Name, Province/State	Principal Occupation or Employment and, if	First and Present		indirectly or over
and Country of	not elected a director by a vote of security	Position with the		which direction or
Residence	holders, occupation during the past five years	Company(1)		control is exercised(2)
Gary Nassif(3)	President and CEO of the Company; Senior	Chief Executive	0
ON, Canada	Vice President of Stratabound Minerals Corp.	Officer and
	from January 2022 to present; Senior Vice	director since May
	President of Jerritt Canyon Gold from January	23, 2017.
	2016 to April 2021; President and CEO of
	BlueBird Battery Metals from August 2018 to
	January 2019; Vice President Corporate and
	Land Management at Jerritt Canyon Gold from
	June 2015 to December 2015.
David Donato(3)	Managing Director of SCP Resource Finance LP	Director since	0
ON, Canada	since September 2018, President of PearTree	August 28, 2017.
	Securities from June 2016 to January 2018

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				Approx. no. of voting
				securities beneficially
				owned, or controlled
				or directed, directly or
Name, Province/State	Principal Occupation or Employment and, if	First and Present		indirectly or over
and Country of	not elected a director by a vote of security	Position with the		which direction or
Residence	holders, occupation during the past five years	Company(1)		control is exercised(2)
Albert Contardi(3)	President and Chief Executive Officer of	Director since	0
ON, Canada	Generic Capital Corporation, an exempt market	August 28, 2017.
	dealer, from June 2013 to present, and
	President and Chief Executive Officer of QcX
	Gold Corp., a mineral exploration company,
	from April 2020 to present

1. For the purposes of disclosing positions held in the Company, "Company" shall include the Company and/or a parent or subsidiary thereof.
2. Securities beneficially owned by directors are based on information furnished to the Company by the nominees.
3. Member of Audit Committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the directors of the Company, no proposed director of the Company is or has been, within the past 10 years, a director, chief executive officer or chief financial officer of any company that, while the person was acting in that capacity:

1. was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or
2. was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Individual Bankruptcies

None of the directors of the Company has, within the ten years prior to the date hereof, been declared bankrupt or made a voluntary assignment into bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangements, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this Information Circular:

"CEO" means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

"closing market price" means the price at which the company's security was last sold, on the applicable date,

1. in the security's principal marketplace in Canada, or
2. if the security is not listed or quoted on a marketplace in Canada, in the security's principal marketplace;

"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of Section 3870 of the Canadian Institute of Chartered Professional Accountants Handbook;

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"grant date" means a date determined for financial statement reporting purposes under Section 3870 of the Handbook;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid, or payable under an incentive plan; "NEO" or "named executive officer" means each of the following individuals:

1. a CEO;
2. a CFO;
3. each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6), for that financial year; and
4. each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

"non-equityincentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

"option-basedaward" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

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

"share-basedaward" means an award under an equity incentive plan of equity-based instruments that do not have option- like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Discussion and Analysis

The Company's process for determining executive compensation is simple. In particular, the Company relies solely on board of director's discussion without any formal objectives, criteria and analysis.

The objective of the Company's compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company's fiscal resources and competitive with companies at a similar stage of development.

The Board has not proceeded to an evaluation of the implications of the risks associated with the Company's compensation policies and practices. Going forward, the Board intends to review at least once annually the risks, if any, associated with the Company's compensation policies and practices at such time.

Share-Based and Option-Based Awards

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company's stock option plan. Stock options are granted to senior executives taking into account a number of factors, including the amount and term of options previously granted and base salaries and competitive factors.

The Company's Stock Option Plan is intended to emphasize management's commitment to the growth of the Company and the enhancement of shareholders' equity through, for example, improvements in its resource base and share price increments. See the section regarding the ratification of the Company's "Stock Option Plan" for a description of the Company's stock option plan and the process the Company uses to grant option-based awards.

Executive Compensation

At June 30, 2023, the Company had two NEOs (for the purposes of applicable securities legislation), namely:

1. Gary Nassif, the Chief Executive Officer; and
2. James Fairbairn, the Chief Financial Officer;

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The compensation for the NEOs, directly or indirectly, for the Company's most recently-completed financial year ended June 30, 2022 is as follows:

Non-equity incentive

plan compensation

Share-

Option-

($)

Annual

Long-term

based

based

Pension

All other

Total

incentive

incentive

Name and principal

Salary

awards

awards

value

compensation

compensation

position

Year

($)

($)

($)(1)

plans

plans

($)

($)

($)

Gary Nassif

2023

75,000

Nil

19,000

Nil

Nil

Nil

Nil

94,000

CEO(2)

2022

75,000

Nil

123,000

Nil

Nil

Nil

Nil

198,000

2021

75,000

Nil

Nil

Nil

Nil

Nil

Nil

75,000

James Fairbairn

2023

60,000

Nil

12,000

Nil

Nil

Nil

Nil

72,000

CFO(3)

2022

60,000

Nil

62,000

Nil

Nil

Nil

Nil

122,000

2021

60,000

Nil

Nil

Nil

Nil

Nil

Nil

60,000

1. The amount represents the fair value on the date of grant of awards made under the Company's Stock Option Plan. The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: for the Dec. 14, 2021 grant date, the share and strike price of $0.175, expected dividend yield of 0%; expected annualized volatility of 137% based on the volatility of companies in the same industry with similar size and transactions; a risk-free interest rate of 1.31%, and an expected average life of 5 years. The options vested immediately. For the Dec. 9, 2022 grant date, the share and strike price of $0.06, expected dividend yield of 0%; expected annualized volatility of 112%; a risk-free interest rate of 3.07%, and an expected average life of 5 years.
2. Mr. Nassif was appointed CEO and director on May 23, 2017. On Dec. 14, 2021, Mr. Nassif was granted 800,000 Stock Options at $0.175. On Dec. 9, 2022, Mr. Nassif was granted 400,000 at $0.06.
3. Mr. Fairbairn was appointed CFO on May 21, 2017. On Dec. 14, 2021, Mr. Fairbairn was granted 400,000 Stock Options at $0.175. On Dec. 9, 2022, Mr. Fairbairn was issued 250,000 Stock Options at $0.06.

Incentive Plan Awards Share-Based Awards and Option-Based Awards

The two Company NEOs received option-based awards during the Company's most recently completed financial year ended June 30, 2023. On December 9, 2023, Mr. Nassif was granted 400,000 Stock Options at $0.06, and Mr. Fairbairn was granted 250,000 Stock Options at $0.06.

Incentive Plan Awards - value vested or earned during the year

There were no option-based or share-based awards which were exercised by any NEO during the most recently completed financial year.

Pension plan benefits

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

Termination and Change of Control Benefits

There were no employment contracts between the Company nor any of its subsidiaries and a NEO during the fiscal year ended June 30, 2023, which provided for termination or change of control benefits. There was no compensatory plan or arrangement, including payments to be received from the Company or any of its subsidiaries, with respect to the NEOs except as disclosed under "Management Contracts".

Director Compensation

During the Financial Period, no compensation was paid to the directors of the Company for their services in their capacity as directors, including any amounts payable for committee participation or special assignments pursuant to any standard or other arrangements, except as set forth below and as otherwise herein disclosed.

Director Compensation Table

The compensation provided to the directors who are not NEOs, for the Company's most recently completed financial year of June 30, 2023, is:

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		Share-	Option-		Non-equity
		based	based		incentive plan		Pension	All other
	Fees earned	Awards	awards		compensation		value	compensation	Total
Name	($) (1)	($)	($)		($)		($)	($) (2)	($)
Albert Contardi	Nil	Nil	12,000		Nil	Nil	Nil	12,000
David Donato	Nil	Nil	12,000		Nil	Nil	Nil	12,000

1. Includes all fees awarded, earned, paid or payable in cash for services as a director, including annual retainer fees, committee, chair and meeting fees.
2. Includes all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly.

Share-Based Awards and Option-Based Awards

The Company's directors who are not NEOs received option-based awards during the Company's most recently completed financial year ended June 30, 2023. On December 9, 2022, Mr. Contardi and Mr. Donato were each granted 250,000 Stock Options at $0.06.

Incentive Plan Awards - value vested or earned during the year

There were no option-based or share-based awards which were exercised by any director during the most recently completed financial year.

SECURITIES AUTHORIZED FOR ISSUANCE

UNDER EQUITY COMPENSATION PLANS

The Company has in place the Plan which was last approved by the shareholders of the Company on December 8, 2022.

The Company currently has no long-term incentive plans, other than stock options granted from time to time by the Board under the provisions of the Plan. The purpose of the Plan is to, among other things, encourage Common Share ownership in the Company by directors, officers, employees and consultants of the Company and its affiliates and other designated persons. Stock options may be granted under the Plan only to directors, officers, employees and consultants of the Company and its subsidiaries and other designated persons as designated from time to time by the Board.

The number of stock options of the Company which may be reserved for issue under the Stock Option Plan is limited to 10% of the issued and outstanding number of Common Shares as at the date of the grant of stock options. As at the date hereof, 5,159,854 stock options may be reserved for issue pursuant to the Stock Option Plan, 3,800,000 stock options have been issued and 1,359,854 stock options are available for issue.

Any Common Shares subject to a stock option which is exercised, or for any reason is cancelled or terminated prior to exercise, will be available for a subsequent grant under the Stock Option Plan. The option price of any Common Shares cannot be less than the market price of the Common Shares at the time of grant. Stock options granted under the Stock Option Plan may be exercised during a period not exceeding 10 years, subject to earlier termination upon the termination of the optionee's employment, upon the optionee ceasing to be an employee, officer, director or consultant of the Company or any of its subsidiaries or ceasing to have a designated relationship with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled or dying. The stock options are non-transferable. The Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger or other relevant changes in the Company's capitalization. Subject to shareholder approval in certain circumstances, the Board may from time to time amend or revise the terms of the Stock Option Plan or may terminate the Stock Option Plan at any time. The Stock Option Plan does not contain any provision for financial assistance by the Company in respect of stock options granted under the Stock Option Plan.

The Company has no equity compensation plans other than the Stock Option Plan.

The following table sets out equity compensation plan information as at the end of the financial year ended June 30, 2022.