Rackla Metals : Information Circular

INFORMATION CIRCULAR

as at October 27, 2023

This Information Circular is furnished in connection with the solicitation by the management of Rackla Metals Inc. (the "Company") of votes with respect to the Annual General and Special Meeting of the holders of common shares ("Common Shares") of the Company to be held on Thursday, December 14, 2023 (the "Meeting") and any adjournment thereof, at the time and place and for the purposes set forth in the accompanying notice of the Meeting (the "Notice of the Meeting").

In this Information Circular, references to "Non-RegisteredHolders" means shareholders who do not hold Common Shares in their own name and "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Holders.

PROXIES

Notice-and-Access Process

The Company has elected to use the notice-and-access provisions ("Notice-and-Access") of National Instrument 54-101,Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), for distribution of this Information Circular, form of proxy ("Proxy") and other meeting materials (the "Meeting Materials") to registered shareholders and Non- Registered Holders of the Company.

Under Notice-and-Access, rather than the Company mailing paper copies of the Meeting Materials to shareholders, the Meeting Materials can be accessed online on the Company's SEDAR+ profile at www.sedarplus.caor on the Company's website at http://www.racklametals.com/investors/agm-documents.The Company has adopted this alternative means of delivery for the Meeting Materials in order to reduce paper use and the printing and mailing costs.

Shareholders will receive a "notice package" (the "Notice-and-AccessNotification") by prepaid mail, with details regarding the Meeting date, location and purpose, and information on how to access the Meeting Materials online or request a paper copy.

Shareholders will not receive a paper copy of the Meeting Materials unless they contact the Company at the toll free number as set out in the Notice of the Meeting. Provided the request is made prior to the Meeting, the Company will mail the requested materials within three business days. Requests for paper copies of the Meeting Materials should be made by

November 30, 2023 in order to receive the Meeting Materials in time to vote before the Meeting.

Shareholders with questions about Notice-and-Access may contact the Company toll-free at 1-888-627-9378.

Non-Registered Holders

Only registered holders of Common Shares or the persons they appoint as their proxyholders are permitted to vote at the Meeting. In many cases, however, Common Shares beneficially owned by a Non-Registered Holder are registered either:

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1. in the name of an Intermediary that the Non-Registered Holder deals with in respect of the shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or
2. in the name of a clearing agency, such as The Canadian Depository for Securities Limited, of which the Intermediary is a participant.

In accordance with the requirements of NI 54-101, the Company will distribute the Notice-and-Access Notification to Intermediaries and clearing agencies for onward distribution to Non-Registered Holders. The Company does not intend to pay Intermediaries to forward the Notice-and-Access Notification if the Non-Registered Holders have provided instructions to their Intermediary that they object to the Intermediary disclosing ownership information about the Non-Registered Holders. In this case, such Non-Registered Holder will not receive the Meeting Materials if the Intermediary does not assume the cost of delivery.

Intermediaries are required to forward the Notice-and-Access Notification to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive Meeting Materials. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will be sent a voting instruction form ("VIF"), rather than a Proxy, which must be completed, signed and returned by the Non-Registered Holder in accordance with the directions in the VIF. In some cases, Non-Registered Holders will instead be given a Proxy which 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. This form of proxy does not need to be signed by the Non-Registered Holder, but, to be used at the Meeting, needs to be properly completed and deposited with Computershare Trust Company as described under "Solicitation and Deposit of Proxies and VIFs" below.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Should a Non-Registered Holder wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the Proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a VIF, follow the corresponding instructions on the form.

Non-Registered Holders should carefully follow the instructions in their Proxy or VIF, including instructions regarding when and where the Proxy or VIF is to be delivered.

Solicitation and Deposit of Proxies and VIFs

While it is expected that the solicitation will be primarily by Notice-and-Access and mail, votes may be solicited personally or by telephone by the directors and regular employees of the Company. All costs of solicitation will be borne by the Company. The Company has arranged for Intermediaries to forward the Notice-and-Access Notification to Non-Registered Holders of Common Shares held as of record by those Intermediaries and the Company may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

The individuals named in the Proxy and VIF are directors or officers of the Company. A shareholder wishing to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting has the right to do so, either by inserting such person's name in the blank space provided in the Proxy or VIF and striking out the printed names, or by completing another form of proxy or VIF. The Proxy or VIF will not be valid unless the completed, dated and signed Proxy or VIF is received by Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or is delivered to the Chair of the Meeting prior to commencement of the Meeting or any adjournment thereof.

Voting of Proxies and VIFs

Voting at the Meeting will be by way of a show of hands, with each registered shareholder and proxyholder having one vote, unless a ballot vote is required or requested. Common Shares represented by any properly executed and delivered Proxy or VIF will be voted or withheld from voting only on a ballot, in accordance with the instructions given by the shareholder. In the absence of such direction, such Common Shares will be voted in favour of the matters set forth herein.

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The Proxy or VIF, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of the Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the Proxy or VIF to vote in accordance with their best judgment on such matters or business. As at the date hereof, the management of the Company knows of no such amendment, variation or other matter that may be come before the Meeting.

Revocation of Proxies and VIFs

A shareholder who has given a Proxy or VIF may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the registered office of the Company, 200 Burrard Street, Suite 650, Vancouver, British Columbia, V6C 3L6, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a Proxy or VIF does not affect any matter on which a vote has been taken prior to the revocation.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As at the date hereof, the Company had issued and outstanding 71,380,686 fully paid and non-assessable common shares, each share carrying the right to one vote. THE COMPANY HAS NO OTHER CLASSES OF VOTING SECURITIES.

Holders of Common Shares as at the Record Date of October 31, 2023 who either personally attend the Meeting or who have completed and delivered a Proxy or VIF in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the Meeting.

To the knowledge of the directors and senior officers of the Company, the only persons or companies who beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company are:

Name	No. of Shares	Percentage
Crescat Portfolio Management LLC	10,444,166	14.6%
Simon Ridgway	8,918,121	12.5%

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, as more particularly described as follows:

Appointment and Remuneration of Auditors

The management of the Company will recommend to the Meeting to appoint Smythe LLP as auditors of the Company for the ensuing year, and to authorize the directors to fix their remuneration. Smythe LLP were first appointed auditors of the Company on February 25, 2014.

Election of Directors

The Board presently consists of five directors and it is intended to determine the number of Directors at five and to elect five Directors at the Meeting. The persons named below will be presented for election at the Meeting as management's nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier

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vacated in accordance with the Articles of the Company, or with the provisions of the British Columbia Business Corporations Act.

The following table sets out the names of the nominees for election as directors, where each is ordinarily resident, all offices of the Company now held by them, their principal occupations, the period of time for which each has been a director of the Company, and the number of Common shares of the Company or any of its subsidiaries beneficially owned by each, directly or indirectly, or over which control or direction is exercised, as at the date hereof.

			No. of Common
Name, Position and Residency (1)	Principal Occupation (1)	Period as a Director	Shares (1)
Simon Ridgway	CEO of the Company and Volcanic Gold Mines	September 20, 2011	8,918,121
CEO & Director	Inc. (mineral exploration).	to present
British Columbia, Canada
Bruce Smith	Consulting Geologist; President and CEO of	October 25, 2017	1,709,950
Director	Radius Gold Inc. (mineral exploration).	to present
New Zealand
William Katzin (2)	Chartered Accountant; Partner of Campbell	October 12, 2011	260,000
Director	Saunders & Co.	to present
British Columbia, Canada
Timothy Beale (2)	Consulting Geologist; Joint Owner and Director of	November 23, 2011	Nil
Director	Hephaestus Consulting Services Inc. (private	to present
British Columbia, Canada	consulting company); Vice-President, Exploration
	of Pampa Metals Corporation (mineral
	exploration).
David Cass (2)	Senior Director, Exploration of Coeur Mining, Inc.	November 23, 2011	3,367
Director	(precious metals producer).	to present
British Columbia, Canada

Notes:

1. The information as to residency, principal occupation, and shares beneficially owned is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
2. Member of the Audit Committee.

Simon Ridgway was a director of a corporation when a management cease trade order was issued by the British Columbia Securities Commission (the "BCSC") on April 3, 2017 against the CEO and CFO of the corporation in connection with the corporation's failure to timely file financial statements, related management discussion and analysis and an annual information form for its financial year ended December 31, 2016. The delay in the filing of these documents was due to pending resolution of a regulatory review of certain of the corporation's filings by the United States Securities and Exchange Commission. On May 25, 2017, the BCSC revoked the management cease trade order after the corporation filed the required records.

Stock Option Plan

The TSX Venture Exchange (the "Exchange") requires that the Company obtain shareholder approval to its stock option plan ("Stock Option Plan") yearly at the annual general meeting. The material terms of the Stock Option Plan are as follows:

1. Persons eligible to be granted a stock option under the Stock Option Plan are Directors, Officers, Employees, Management Company Employees, and Consultants, and an entity all the voting securities of which are owned by such persons;
2. the Stock Option Plan reserves for issue pursuant to stock options and any other share compensation arrangement of the Company, a maximum number of Common Shares equal to 10% of the outstanding Common Shares of the Company from time to time;

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1. unless Disinterested Shareholder Approval is obtained:
2. 1. the aggregate number of Common Shares reserved for issue to Insiders under the Stock Option Plan and any other share compensation arrangement of the Company may not exceed 10% of the outstanding Common Shares at any point in time;
   2. the aggregate number of Common Shares reserved for issue to Insiders under the Stock Option Plan and any other share compensation arrangement of the Company in any 12-month period may not exceed 10% of the outstanding Common shares as at the time of grant;
   3. the number of Common Shares reserved for issue to any one person in any 12 month period under the Stock Option Plan may not exceed 5% of the outstanding Common Shares at the time of grant; and
   4. the number of Common Shares issued to any person within a 12 month period pursuant to the exercise of stock options granted under the Stock Option Plan and any other share compensation arrangement of the Company shall not exceed 5% of the outstanding Common Shares at the time of the exercise;
3. the number of Common Shares reserved for issue to any Consultant in any 12 month period under the Stock Option Plan may not exceed 2% of the outstanding Common Shares at the time of grant;
4. the aggregate number of Common Shares reserved for issue to any person providing Investor Relations Activities in any 12 month period may not exceed 2% of the outstanding Common Shares at the time of grant;
5. the Board may determine the manner in which a stock option may vest and become exercisable (apart from stock options granted to persons performing Investor Relations Activities which shall vest as prescribed by the Exchange's policies);
6. the exercise price per Common Share for a stock option may not be less than the Market Price of the Common Shares at the time of the grant;
7. stock options may have a term not exceeding ten years;
8. stock options are non-assignable and non-transferable;
9. the Stock Option Plan contains provisions for adjustment in the number of Common Shares issuable on exercise of a stock option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the Common Shares;
10. unless Disinterested Shareholder Approval is obtained, the Board may not reduce the exercise price of a stock option or extend the term of a stock option if such option is held by an Insider at the time of the proposed amendment;
11. the Board may, subject to the approval of any regulatory authority whose approval is required, amend, suspend or terminate the Stock Option Plan or any portion thereof; provided, however, that, except as otherwise provided in the Stock Option Plan, the Board may not, without limitation, amend the following provisions of the Stock Option Plan without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval of the shareholders of the Company:
12. 1. persons eligible to be granted or issued stock options;
    2. the maximum number of Common Shares that may be issuable under the Stock Option Plan;
    3. the limits on the number of stock options that may be granted or issued to any one person or any category of persons;
    4. the method for determining the exercise price of stock options;
    5. the maximum term of a stock option;
    6. the expiry and termination provisions applicable to a stock option; and
    7. the addition of any net exercise provisions; and
13. notwithstanding (l) above, the Board may amend the terms of the Stock Option Plan to: (i) fix typographical errors; (ii) comply with the requirements of any applicable regulatory authority, or as a result in the changes in the policies of the Exchange relating to incentive stock options, or (iii) clarify existing provisions of the Stock Option Plan that do not have the effect of altering the scope, nature and intent of such provisions, without obtaining the approval of the Company's shareholders.

"Director", "Disinterested Shareholder Approval", "Employee", "Management Company Employee" "Consultant", "Insiders", "Investor Relations Activities", and "Market Price" have the same definition as in the policies of the Exchange.

In order to approve the Stock Option Plan for the ensuing year, the shareholders will be asked at the Meeting to approve an ordinary resolution as follows:

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"RESOLVED that the Stock Option Plan of the Company, with terms substantially as described in the information circular of the Company dated October 27, 2023, be and is hereby ratified, confirmed and approved, and that the directors of the Company are hereby authorized to make any changes to the Stock Option Plan which may be required in order to obtain acceptance for filing by the TSX Venture Exchange."

Adoption of New Articles for the Company

The existing Articles of the Company (the "Existing Articles") were adopted in 2011. On October 27, 2023, the Board approved the proposed adoption of new Articles for the Company (the "New Articles") which include provisions which are more up-to-date with standard practices and current legislation, including the Business Corporations Act (British Columbia) ("BCBCA"), with respect to the management and administration of a reporting issuer.

Notable changes from the Existing Articles are:

Definition of Special Resolution: To change the majority of votes required for the Company to pass a special resolution ("Special Resolution") at a meeting of shareholders from three-quarters of the votes cast on the resolution, to two-thirds of the votes cast on the resolution.

Alteration of Authorized Share Structure: Alterations to the authorized share structure of the Company currently must be approved by a Special Resolution of shareholders. The New Articles require a simple majority of votes cast at a shareholder meeting (an "Ordinary Resolution") to approve most alterations to the authorized share structure of the Company except for the approval of the subdivision or consolidation of unissued or fully paid and issued shares, which may be approved by a resolution of the Board.

Name Changes: Alterations to the name of the Company currently must be approved by a Special Resolution of shareholders. The New Articles require an Ordinary Resolution or a resolution of the directors to approve name changes.

Other Alterations to Articles: Alterations to the Existing Articles currently must be approved by a Special Resolution of the shareholders as the Existing Articles and the BCBCA do not specify the type of resolution needed to make the alteration. The New Articles provide that such an alteration may be done by Ordinary Resolution of the shareholders.

Location of Shareholder Meetings: The Existing Articles do not provide for the meeting of shareholders to be held outside of British Columbia. The New Articles allow for a meeting of shareholders to be held in or outside of British Columbia as determined by a resolution of the Board.

Chair of Shareholder Meetings: The Existing Articles allow for only the chair of the Board or the president to preside as chair at a meeting of the shareholders. The New Articles allow the chair of shareholder meetings to be the chair of the Board, any officer of the Company, or such other person as may be elected by the shareholders who are present or represented by proxy and entitled to vote at the meeting.

The foregoing is a summary of the New Articles and is qualified by the full text of the New Articles attached hereto as Schedule "A". Copies of the Existing Articles and the New Articles are available for viewing during normal business hours up to the date of the Meeting at the Company's offices at 200 Burrard Street, Suite 650, Vancouver, British Columbia V6C 3L6 (tel: [phone]) and at the Meeting. In addition, a copy of the Existing Articles or the New Articles will be mailed, free of charge, to any holder of Common Shares who requests a copy, in writing, from the Corporate Secretary of the Company. Any such requests should be mailed to the Company at its head office, to the attention of the Corporate Secretary.

In order to approve the adoption of the New Articles for the Company in substitution for the Existing Articles, shareholders will be asked at the Meeting to pass the following special resolutions:

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"RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the existing Articles of the Company (the "Existing Articles") be terminated;
2. the Company adopt the new articles (the "New Articles") attached as Schedule "A" to the management information circular of the Company dated October 27, 2023, in substitution for the Existing Articles.
3. any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver for and on behalf of the Company, under the corporate seal of the Company or otherwise, all such certificates, instruments, agreements, notices and other documents as in such person's opinion may be necessary or desirable for the purpose of giving effect to the foregoing resolutions.
4. the Board of Directors of the Company is hereby authorized to revoke these special resolutions without further approval of the shareholders of the Company at any time prior to when these special resolutions are acted upon."

Other Matters

Management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Information Circular. However, if any other matters properly come before the Meeting, it is the intention of the persons named in the Proxy and VIF to vote the same in accordance with their best judgment of such matters.

STATEMENT OF EXECUTIVE COMPENSATION

During the fiscal year ended December 31, 2022, three individuals were "named executive officers" of the Company within the meaning of the definition set out in National Instrument Form 51-102F6V, "Statement of Executive Compensation - Venture Issuers" ("Form 51-102F6V"). As required by Form 51-102F6V, the following includes disclosure of the compensation paid or payable by the Company to:

• Simon Ridgway, its Chief Executive Officer ("CEO"),
• Bruce Smith, its former President, and
• Kevin Bales, its Chief Financial Officer ("CFO")

(hereinafter together referred to as "NEOs"), and to its directors.

Compensation Excluding Compensation Securities

The following summarizes compensation, excluding Compensation Securities (as defined below), paid or payable to NEOs and directors of the Company during the fiscal years ended December 31, 2022 and 2021:

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COMPENSATION EXCLUDING COMPENSATION SECURITIES

		Salary,
		Consulting
		Fee, Retainer		Committee		Value of All
Name and		or		or Meeting	Value of	Other	Total
Position	Year	Commission	Bonus	Fees	Perquisites	Compensation	Compensation
		($)	($)	($)	($)	($)	($)
Simon Ridgway	2022	42,000 (1)	Nil	Nil	Nil	Nil	42,000
Director & CEO	2021	42,000 (1)	Nil	Nil	Nil	Nil	42,000
Bruce Smith (2)	2022	21,100(2)	Nil	Nil	Nil	Nil	21,100
Director & former	2021	4,500(2)	Nil	Nil	Nil	Nil	4,500
President
Kevin Bales	2022	16,250 (3)	Nil	Nil	Nil	Nil	16,250
CFO	2021	12,583 (3)	Nil	Nil	Nil	Nil	12,583
Timothy Beale	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
David Cass	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
William Katzin	2022	Nil	Nil	Nil	Nil	Nil	Nil
Director	2021	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

1. Paid or payable to Mill Street Services Ltd. ("Mill Street") for the corporate development and financial advisory services of Simon Ridgway.
2. For geological consulting services provided to the Company. Bruce Smith resigned as President of the Company on March 20, 2023.
3. Paid or payable to Gold Group Management Inc. ("Gold Group") for the services of Kevin Bales as CFO of the Company.

Compensation Securities

The Company did not grant or issue any stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units or restricted stock units (collectively "Compensation Securities") to its NEOs and directors during the fiscal year ended December 31, 2022.

The total number of Compensation Securities, and underlying securities, held by each NEO and director as at December 31,

2022 are:

Simon Ridgway	40,000 stock options (and underlying common shares)
Bruce Smith	40,000 stock options (and underlying common shares)
Kevin Bales	40,000 stock options (and underlying common shares)
Timothy Beale	75,000 stock options (and underlying common shares)
David Cass	75,000 stock options (and underlying common shares)
William Katzin	75,000 stock options (and underlying common shares)

The Company's NEOs and directors did not exercise any Compensation Securities during the fiscal year ended December 31, 2022.

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Stock Option Plan and Other Incentive Plans

The Company's only incentive plan is its Stock Option Plan, the material terms of which are described under "Particulars of Matters to be Acted Upon - Stock Option Plan" herein.

Compensation Agreements or Arrangements

Pursuant to an agreement dated effective June 1, 2019, Mill Street is paid a monthly fee for the corporate development and financial advisory consulting services of Simon Ridgway, the CEO of the Company. The agreement has no fixed expiry date and contains provisions regarding fees and expenses, and termination of services. The agreement may be terminated by the Company without cause on 12 months' notice and by Mill Street on three months' notice. If, on December 31, 2022, the Company had terminated the agreement without cause, $42,000 would have been payable to Mill Street. Mill Street is controlled by Mr. Ridgway.

Pursuant to an agreement dated July 1, 2012, as amended June 1, 2019, Gold Group is reimbursed by the Company on a monthly basis for certain shared costs and other business-related expenses paid by Gold Group on behalf of the Company, including the services of the Company's CFO. The agreement may be terminated by the Company without cause on 12 months' notice and by Gold Group on three months' notice. Gold Group is controlled by Simon Ridgway, the CEO of the Company.

Oversight and Description of Director and NEO Compensation

The Company does not have a formal compensation program. The Board relies on the experience of its members as officers or directors of other junior exploration companies to ensure that total compensation paid to the Company's NEOs and directors is fair and reasonable. The Board meets periodically to discuss and determine such compensation, without reference to formal objectives, criteria or analysis.

The general philosophy of the Company's compensation strategy is to: (a) encourage management to achieve a high level of performance and results with a view to increasing long-term shareholder value; (b) align management's interests with the long-term interest of shareholders; (c) provide a compensation package that is commensurate with other mineral exploration companies in order to attract and retain highly qualified executives and directors; and (d) ensure that total compensation paid takes into account the Company's overall financial position.

Compensation to the Company's NEOs is comprised of cash salaries and/or incentive stock options. The compensation to the Company's NEOs for the fiscal year ended December 31, 2022 consisted solely of cash salaries. Effective January 1, 2023, the Company's non-executive directors are paid a fee of $2,500 for each Board meeting attended.

The Company granted incentive stock options to its NEOs and directors in January 2023, and may in the future grant stock options to its NEOs and directors. In establishing levels of cash compensation and the granting of stock options, the executive's performance, level of expertise, and responsibilities are considered. Stock options are generally granted at the time of the executive's hiring or appointment and periodically thereafter. Previous grants of options are taken into account by the Board when it considers the granting of new stock options.

Incentive stock options are granted pursuant to the Option Plan which is designed to encourage share ownership on the part of the Company's management, directors, employees, and consultants. The Board believes that the Option Plan aligns the interests of the Company's personnel with shareholders by linking compensation to the longer term performance of the Company's shares. The granting of incentive stock options is an important component of executive compensation as it allows the Company to reward each executive officer's efforts to increase shareholder value without requiring the use of the Company's cash reserves.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the stock option plan which was previously approved by the shareholders on December 14, 2022. The Company established a stock option plan to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the

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Company. The Company's stock option plan provides that the number of common shares of the Company issuable under the plan, together with any other previously established or proposed share compensation arrangements of the Company, may not exceed 10% of the total number of issued and outstanding common shares. The material terms of the Stock Option Plan are set out above under the heading "Particulars of Matters to be Acted Upon - Stock Option Plan".

The following table sets out information regarding compensation plans under which equity securities of the Company are authorized for issuance, as at December 31, 2022:

EQUITY COMPENSATION PLAN

	(a)	(b)	(c)
			No. of Securities Remaining
	No. of Securities to be	Weighted Average	Available for Future Issuance
	Issued Upon Exercise of	Exercise Price of	under Equity Compensation
	Outstanding Options,	Outstanding Options,	Plans (excluding Securities
Plan Category	Warrants and Rights	Warrants and Rights	Reflected in column (a))
Equity Compensation Plan	435,000	$0.10	5,284,630
Approved by Shareholders
Equity Compensation Plans Not	N/A	N/A	N/A
Approved by Shareholders
Total:	435,000	N/A	5,284,630

AUDIT COMMITTEE

Pursuant to the provisions of National Instrument 52-110,Audit Committees ("NI 52-110"), the Company's Audit Committee has adopted a written charter (the "Charter") that sets out its mandate and responsibilities. The Charter is attached hereto as Schedule "B". As the Company is a "venture issuer" (as defined in NI 52-110), it is relying on the exemption provided to it in Section 6.1 of NI 52-110 with respect to audit committee reporting obligations.

The Audit Committee is presently comprised of William Katzin, Timothy Beale and David Cass, all of whom are "independent" and "financially literate" within the meanings given to those terms in NI 52-110. The education and experience of each audit committee member that is relevant to the performance of his responsibilities as an audit committee member is as follows:

Audit Committee Member	Education and Experience
William Katzin	Mr. Katzin is a graduate of the University of Cape Town, South Africa with a Bachelor of
	Commerce and Law degree. He is a member of Chartered Professional Accountants of
	British Columbia. He has been a partner in private practice with a Vancouver firm of
	Chartered Accountants since 1986 and has experience working with resource and
	exploration companies. He is an audit committee member of one other publicly-traded
	resource company.
Timothy Beale	Mr. Beale holds a Bachelor's degree in Geology from the University of London and a
	Master's degree in Mineral Exploration from the Royal School of Mines in London. He has
	over 35 years of experience managing exploration and development programs for major
	and junior mining corporations. Mr. Beale is joint owner and a director of a private
	consulting company, and is Vice-President of Exploration of one other publicly-traded
	resource company.
David Cass	Mr. Cass holds a Master's of Science degree in Mineral Exploration and Mining Geology
	and is a geologist with over 25 years' international experience in mineral exploration and
	mining for precious and base metals, with most of this experience focused in Latin