Mayo Lake Minerals : Management Information Circular

NOTICE OF ANNUAL & SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual & Special Meeting (the "Meeting") of the holders of common shares (the "Shareholders") of MAYO LAKE MINERALS INC. (the "Company") will be held at the Carp Agricultural Society building at 3790 Carp Rd. Carp, Ontario K0A 1L0, on August 15, 2024, at the hour of 5:00 p.m. (Eastern Time), for the following purposes:

1. to receive the audited consolidated financial statements of the Company for each of the two financial years ended December 31, 2023, and 2022 and December 31, 2022, and 2021 and the auditor's reports thereon;
2. to elect the directors of the Company;
3. to appoint the auditor of the Company and authorize the directors to fix their remuneration;
4. to approve and confirm the stock option plan of the Company;
5. to approve and confirm the Company's RSU/DSU plan and to approve an increase to the maximum number of securities issuable thereunder; and
6. to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The accompanying management information circular (the "Circular") contains the full text of the various resolutions to be presented and provides additional information relating to the subject matter. In order for the resolutions relating to the stock option and RSU/DSU plans, to become effective, they each require the approval of the majority of the disinterested Shareholders casting votes on said resolutions.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company's transfer agent and registrar, TSX Trust Company, at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1 not later than 5:00 p.m. (Eastern time) on Tuesday, August 13, 2024, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting. The board of directors of the Company has by resolution fixed the close of business on Wednesday, July 3, 2024, as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

Notice-and-Access:

Notice is also hereby given that the Company has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common shares of the Company (the "Non- Registered Holders") and for registered Shareholders. The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54- 101 - Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and- access system, registered Shareholders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this notice of meeting, the Circular, the Annual Consolidated Financial Statements of the Company for the two financial years ended December 31, 2023, and 2022 and December 31, 2022, and 2021, the related Management Discussion and Analysis and other meeting materials (collectively the "Meeting Materials"), Shareholders receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Company will not be adopting stratification procedures in relation to the use of notice-and-access provisions.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Company's profile at www.sedarplus.ca;on the Company's website at https://www.mayolakeminerals.com/annual-shareholders-meeting.html; or at https://docs.tsxtrust.com/2330. The Meeting Materials will remain posted at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact TSX Trust Company, by calling toll-free at 1-866-600-5869 or by email at [e-mail]. Requests for paper copies of the Meeting Materials should be received by 4:00 p.m. (Eastern time) on August 6, 2024, in order to receive them in advance of the Meeting. The accompanying Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of meeting. Additional information about the Company and its financial statements are also available on the Company's profile at www.sedarplus.ca

DATED at Ottawa, Ontario on the 8th day of July, 2024.

By Order of the Board of Directors

MAYO LAKE MINERALS INC.

"Vern Rampton" (Signed)

Dr. Vern Rampton

President, Chief Executive Officer and

Chairman of the Board

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MANAGEMENT INFORMATION CIRCULAR

(as of July 8, 2024)

THIS MANAGEMENT INFORMATION CIRCULAR (the "CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF MAYO LAKE MINERALS INC. (the "Company") of proxies to be used at the Annual and Special Meeting of Shareholders ("Shareholders") of the Company (the "Meeting") to be held at the Carp Agricultural Society building, 3790 Carp Rd. Carp, Ontario, on Thursday, August 15, 2024, at the hour of 5:00 p.m. and at any adjournment thereof for the purposes set forth in the enclosed Notice of Meeting (the "Notice"). For the sake of clarity, in this Circular, the use of the word "proxy" also includes the term Voting Instruction Form ("VIF") as determined by reference to the context therein. Except where otherwise indicated, the information herein is stated as of July 8, 2024. Please refer to the enclosed proxy or VIF for voting instructions.

NOTICE-AND-ACCESS

The Company has decided to use the notice-and-access("Notice-and-Access") rules provided under NI 54- 101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the delivery of the Meeting Materials to holders of common shares in the capital of the Company (the "Common Shares") who appear on the records maintained by the Company's registrar and transfer agent as registered holders of Common Shares ("Registered Shareholders") and beneficial owners of Common Shares (the "Non- Registered Holders") for the Meeting. The Notice-and-Access method of delivery of Meeting Materials allows the Company to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under NI 54-101.

Registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a VIF, enabling them to vote at the Meeting. However, instead of a paper copy of the Notice, the Circular, the Annual Consolidated Financial Statements of the Company for the two financial years ended December 31, 2023, and 2022 and December 31, 2022, and 2021, the related Management Discussion and Analysis and other meeting materials (collectively the "Meeting Materials"), Shareholders receive only a notice with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically.

The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. Materials can be viewed online under the Company's profile at www.sedarplus.ca;on the Company's website at https://www.mayolakeminerals.com/annual-shareholders-meeting.html; or at https://docs.tsxtrust.com/2330. The Meeting Materials will remain posted at least until the date that is one year after the date the Meeting Materials were posted. The Company will not be adopting stratification procedures in relation to the use of Notice-and-Access provisions.

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact TSX Trust Company (the "Transfer Agent"), by calling toll- free at 1-866-600-5869 or by email at [e-mail]. Requests for paper copies of the Meeting

Materials should be received by 4:00 p.m. (Eastern time) on August 6, 2024, in order to receive them in advance of the Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the Shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Company. A REGISTERED SHAREHOLDER

DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT HIM OR HER AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Transfer Agent, not later than 5:00 p.m. (Eastern time) on Tuesday, August 13, 2024, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a Company, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

By Mail or	TSX Trust Company
Hand Delivery:	Suite 301
	100 Adelaide Street West
	Toronto, Ontario M5H 4H1
By Fax:	416-595-9593
By Internet:	www.voteproxyonline.com
	You will need to provide your 12-digit control number
	(located on the form of proxy accompanying this
	Management Information Circular).

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

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A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a Company, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Company, located at Unit 2, 110 Westhunt Drive, Carp, Ontario, K0A 1L0, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for the election of directors, for the appointment of auditors and the authorization of the directors to fix their remuneration and for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders of the Company, as a substantial number of Shareholders of the Company do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common shares beneficially owned by a Non-RegisteredHolder are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-RegisteredHolder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administeredRRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-RegisteredHolders do not appear on the list of Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

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Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own ("NOBOs"). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Company's OBOs can expect to be contacted by their Intermediary. The Company does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non- Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

VIF. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a VIF. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form; or

Form of Proxy.Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

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Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common

Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder's or its nominee's name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to Shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered Shareholders of the Company as maintained by the Transfer Agent unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Description of Share Capital

The Company is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of special shares, issuable in series. Each Common Share entitles the holder of record thereof to one vote per Common Share at all meetings of the Shareholders. As of, July 3, 2024 (the "Record Date") a total of 105,712,221 Common Shares and nil special shares were outstanding.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

Ownership of Securities of the Company

To the knowledge of the Company's directors and executive officers, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares other than as set forth below:

		Name			Common Shares #			% Outstanding Common Shares
		Vern Rampton(1)	14,389,900		13.6%

Notes:

1. Dr. Rampton is President, CEO and a director of the Company. 4,572,500 Common Shares are held directly and 9,817,400 Common Shares are held through Rampton Resource Group Inc., a corporation beneficially owned and controlled by Dr. Rampton. Dr. Rampton is the owner of approximately 21.2% of Auropean Ventures Inc. a corporation which holds 9,288,675 (8.8%) Common Shares.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer of the Company or person who acted in such capacity in the last two financial years of the Company, or any other individual who at any time during the two most recently completed financial years of the Company was a director of the Company or any associate of the Company, is indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Circular, no director, executive officer or principal shareholder of the Company, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction since the commencement of the Company's two most recently completed financial years or in any proposed transaction that has materially affected or will materially affect the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Company (the "Board"), the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice.

1. PRESENTATION OF FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2023, and the report of the auditors will be placed before the shareholders at the Meeting. No vote will be taken on the financial statements. The financial statements and additional information concerning the Company are available under the Company's profile on SEDAR+ at www.sedarplus.caor on the Company's website at https://www.mayolakeminerals.com/annual-shareholders-meeting.html.

2. ELECTION OF DIRECTORS

The Board currently consists of four (4) directors. The following table states the names of the persons nominated by management for election as directors, any offices with the Company currently held by them, their principal occupations or employment, the period or periods of service as directors of the Company and the approximate number of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.

Name, province or

Principal Occupation

Served as

Number of

Percentage

state and country of

Director of the

Common Shares

of Voting

residence and

Company

beneficially

Shares

position, if any, held

since

owned, directly

Owned or

in the Company

or indirectly, or

Controlled

controlled or

directed at

present(1)

Vern Rampton, Ph.D.

Geologist and Corporate

September 7,

14,389,900(5)

13.6%

P.Eng.(2) (3) (4)

Executive; President & CEO

2011

President, CEO &

Mayo Lake Minerals Inc.

Director

Ontario, Canada

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Name, province or

Principal Occupation

Served as

Number of

Percentage

state and country of

Director of the

Common Shares

of Voting

residence and

Company

beneficially

Shares

position, if any, held

since

owned, directly

Owned or

in the Company

or indirectly, or

Controlled

controlled or

directed at

present(1)

Jeffrey Ackert, B.Sc.

Geologist; President & CEO

September 7,

1,129,000(7)

1.1%

(2) (4) (6)

Cascade Copper Corp., British

2011

Director

Columbia.

Ontario, Canada

Gregory LeBlanc,

Real estate developer; President of

September 7,

2,881,766

2.7%

B.A. M.A.(2) (6)

Carp Retirement Properties Inc.

2011

Director

Ontario, Canada

Lee Bowles(3)(6)

President, Ironstone Capital;

December 5,

2,706,522

2.5%

Director

Corporate Strategic Planning

2017

Ontario, Canada

Notes:

1. The information as to voting securities beneficially owned, controlled or directed, not being within the knowledge of the Company, has been furnished by the respective nominees individually.
2. Member of the Audit Committee.
3. Member of the Corporate Governance & Disclosure Committee.
4. Member of the Corporate Social Responsibility Committee.
5. 4,572,500 Common Shares are held directly and 9,817,400 Common Shares are held through Rampton Resource Group Inc., a corporation beneficially owned and controlled by Dr. Rampton.
6. Member of the Compensation Committee.
7. 309,000 Common Shares are held directly and 820,000 Common Shares are held through JSA International Geoconsulting Ltd., a corporation beneficially owned and controlled by Mr. Ackert.

The term of office of each director will be from the date of the meeting at which he or she is elected until the next annual meeting, or until his or her successor is elected or appointed.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF. Management has no reason to believe that any of the nominees will be unable to serve as a director but if a nominee is for any reason unavailable to serve as a director, proxies in favour of management will be voted in favour of the remaining nominees and may be voted for a substitute nominee unless the Shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect of the election of directors.

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Corporate Cease Trade Orders or Bankruptcies

None of the proposed directors, within 10 years before the date of this Circular, has been a director, chief executive officer or chief financial officer of any company that:

1. was subject to: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) 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 (collectively an "Order") and 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.

None of the proposed directors of the Company, within 10 years before the date of this Circular, has been a director or executive officer of any company that, while the proposed director was acting in that capacity, or within a year of the proposed director 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.

Personal Bankruptcies

None of the proposed directors of the Company have, within the 10 years before the date of this 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 such person.

Penalties and Sanctions

As of the date of this Circular, no director proposed to be nominated for election at the Meeting has been subject to any:

1. 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
2. other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

3. APPOINTMENT OF AUDITOR

Grant Thornton, LLP, the former auditors of the Company were removed as the auditors of the Company effective March 17, 2022. The Board appointed Jones & O'Connell LLP, Chartered Professional Accountants, as auditors of the Company effective March 17, 2022, to fill the vacancy created thereby. Shareholders are being asked to confirm the actions of the Board and appoint Jones & O'Connell LLP as auditors of the Company to hold office until the next annual meeting of Shareholders.

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