TVI Pacific : Management Information Circular

NOTICE OF ANNUAL GENERAL

AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

TO BE HELD ON JUNE 27, 2024

DATED MAY 28, 2024

TVI Pacific	Page No. 1
Management Information Circular - May 28, 2024

TABLE OF CONTENTS
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS	3
GENERAL PROXY INFORMATION	5
Solicitation of Proxies	5
Voting in Person at the Meeting	5
Appointment of Proxyholders	5
Beneficial Holders of Shares	6
Non-Objecting Beneficial Owners	7
Revocability of Proxy	7
Persons Making the Solicitation	7
Exercise of Discretion by Proxy	7
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES	8
MATTERS TO BE ACTED UPON AT THE MEETING	8
Financial Statements	8
Fixing The Number of Directors	8
Election Of Directors	8
Director Nominees	10
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	12
Appointment of Auditor	13
Amendment and Restatement of By-Law No.2	13
Annual Approval of Stock Option Plan	14
OTHER MATTERS TO BE ACTED UPON	16
STATEMENT OF EXECUTIVE COMPENSATION	16
Compensation Discussion and Analysis	16
Base Salary	17
Option-based Awards	18
Summary Compensation Table	18
Incentive Plan Awards	19
Pension Plan Benefits	19
Termination and Change of Control Benefits	19
Director Compensation	20
Director Compensation Table	20
Share-based Awards, Option-based Awards, and Non-equity Incentive Plans	21
Unpaid Compensation	21
Directors' and Officers' Insurance	22
Management Services	22
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	22
AUDIT COMMITTEE	23
CORPORATE GOVERNANCE PRACTICES	23
Responsibility of the Board	24
Director Independence	24
Director Term Limits and Other Mechanisms of Board Renewal	25
Directorships	25
Independent Functioning of the Board and Position Descriptions	25
Committees of the Board	26
Disclosure Committee	26
Governance Committee	26
Compensation Committee	26
Decisions Requiring Prior Approval of the Board	27
The Board's Expectations of Management	27
Assessments	27
Orientation and Continuing Education	28
Ethical Business Conduct	28
Nomination of Directors	28
Shareholder Feedback	29
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	29
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	29
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	29
ADDITIONAL INFORMATION	30

TVI Pacific	Page No. 2
Management Information Circular - May 28, 2024

TVI PACIFIC INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

(the "Notice of Meeting")

TAKE NOTICE that the annual general and special meeting (the "Meeting") of the holders of common shares ("Shareholders") of TVI Pacific Inc. (the "Corporation") will be held at the offices of Dentons Canada LLP, 850 2nd St SW, 15th Floor, Calgary, Alberta T2P 0R8, on June 27, 2024, at 11:00 a.m. (Calgary time) for the following purposes:

1. to receive and consider the consolidated financial statements of the Corporation as at and for the year ended December 31, 2023, and the report of the auditors' thereon;
2. to fix the number of directors to be elected at the Meeting at seven (7);
3. to elect the directors of the Corporation for the ensuing year;
4. to re-appoint auditors for the ensuing year and to authorize the directors to fix the auditor's remuneration;
5. to consider and, if deemed advisable, approve and confirm, with or without variation, by ordinary resolution, the amending and restating of By-law No. 2 of the Corporation, to remove the Canadian residency requirement of directors of the Corporation as described in the accompanying management information circular (the "Information Circular");
6. to consider and, if deemed advisable, approve and confirm, with or without variation, an ordinary resolution ratifying and confirming the existing stock option plan of the Corporation as described in the accompanying Information Circular; and
7. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which accompanies and forms part of this Notice of Meeting. In the event of an adjournment or postponement of the Meeting, the adjourned or postponed Meeting will be held at a time and place to be specified either by the Corporation before the Meeting or by the chair of the Meeting, as applicable.

A Shareholder may attend the Meeting in person or may be represented at the Meeting by a proxyholder. Shareholders who are unable to attend the Meeting in person are requested to date and sign the enclosed instrument of proxy (the "Instrument of Proxy") and to mail it to or deposit it with Computershare Trust Company of Canada ("Computershare"), our transfer agent. To be valid, the Instrument of Proxy must be dated, completed, signed and deposited with Computershare by: (i) mail to 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (ii) facsimile at 1-866-249-7775; or (iii) online at www.investorvote.com entering the 15-digit control number found on your Instrument of Proxy, or as otherwise indicated in the instructions contained in the Instrument of Proxy. In order to be valid and acted upon at the Meeting, Instruments of Proxy must be received at the aforesaid address, fax, or online address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that using mail to transmit proxies is at each Shareholder's risk.

The board of directors of the Corporation has fixed the record date for the Meeting as the close of business on May 28, 2024 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he or she owns such shares, demands, not less than 10 days before the Meeting, that the

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Management Information Circular - May 28, 2024

transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such shares at the Meeting.

DATED at Calgary, Alberta, this 28th day of May, 2024.
Clifford M. James
President and Chief Executive Officer	"Clifford M. James"

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Management Information Circular - May 28, 2024

TVI PACIFIC INC.

MANAGEMENT INFORMATION CIRCULAR

for the Annual General and Special Meeting of Shareholders

to be held on June 27, 2024

This management information circular (this "Information Circular") is furnished in connection with the solicitation by the management of TVI Pacific Inc. ("TVI" or the "Corporation") of proxies to be used at the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation. The Meeting will be held at the offices of Dentons Canada LLP, 850 2nd St SW 15th Floor, Calgary, Alberta T2P 0R8, on Thursday, June 27, 2024, at 11:00 a.m. (Calgary time) or any adjournment thereof, for the purposes set out in the notice of meeting (the "Notice of Meeting") accompanying this Information Circular.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The board of directors of the Corporation (the "Board") has fixed the record date for the Meeting as the close of business on May 28, 2024 (the "Record Date"). Only Shareholders of record as at the Record Date will be entitled to vote at the Meeting, unless that Shareholder has transferred any Common Shares subsequent to that date and the transferee shareholder, not less than 10 days before the Meeting, establishes ownership of such Common Shares by producing properly endorsed certificates evidencing such Common Shares or having otherwise established that he or she owns such Common Shares and demands that the transferee's name be included on the list of Shareholders entitled to vote at the Meeting.

The Corporation presents its consolidated financial statements in Canadian dollars. In this Information Circular, all references to "$" are to Canadian dollars. Unless otherwise indicated, information set out in this Information Circular is provided as of May 28, 2024.

Voting in Person at the Meeting

A registered Shareholder (or a proxyholder duly appointed thereby) (a "Registered Shareholder"), or a beneficial owner who has appointed themselves as proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare Trust Company of Canada, the registrar and transfer agent for the purposes of the Meeting. To vote in person at the Meeting, each Registered Shareholder or appointee will be required to register for the Meeting by identifying themselves at the registration desk. Non-registered beneficial shareholders must appoint themselves as proxyholder to vote in person at the Meeting.

Appointment of Proxyholders

Registered Shareholders may wish to vote by proxy whether or not the Registered Shareholder is able to attend the Meeting in person. The instrument appointing a proxy shall be in writing and shall be executed by the Registered Shareholder or the Registered Shareholder's attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

The persons named in the enclosed instrument of proxy (the "Instrument of Proxy") are directors and officers of the Corporation or legal counsel of the Corporation. Each Registered Shareholder has the right to appoint a proxyholder other than the persons designated in the Instrument of Proxy, who need not be a Registered Shareholder, to attend and to act for the Registered Shareholder at the Meeting. To exercise such right, the names of the nominees of the Corporation should be crossed out, and the name of the Registered Shareholder's appointee should be legibly printed in the blank space provided in the Instrument of Proxy or by completing and delivering another suitable form of proxy.

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Management Information Circular - May 28, 2024

Registered Shareholders may submit the Instrument of Proxy by:

Mail or Hand	Computershare Trust Company of Canada
Delivery	8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1
	1-866-732-8683 (toll free within North America) or 1-312-588-4290 (outside North America)
Telephone	You will need to provide your 15-digit control number (located on the Instrument of Proxy
	accompanying this Information Circular)
	1-866-249-7775 or 1-416-263-9524 (if outside North America)
Facsimile	You will need to provide your 15-digit control number (located on the Instrument of Proxy
	accompanying this Information Circular)
	www.investorvote.com
Internet	You will need to provide your 15-digit control number (located on the Instrument of Proxy
	accompanying this Information Circular)

In all cases, Registered Shareholders' votes must be received not later than 11:00 a.m. (Calgary time) on June 25, 2024 or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for the holding of the Meeting or any adjournment thereof. The proxy deadline may be waived or extended by the chair of the Meeting.

Beneficial Holders of Shares

The information set forth in this section is provided to beneficial holders of Common Shares who do not hold their Common Shares in their own name ("Beneficial Shareholders"). Beneficial Shareholders should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker or other intermediary, then in almost all cases, those shares will not be registered in the Beneficial Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder's broker, an agent of that broker, or other intermediary. The vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms) and Cede & Co. (as nominee for The Depository Trust Company, which acts as depository for many U.S. brokerage firms and custodian banks). Common Shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. The Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co. or Cede & Co. are held.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically provides a scannable voting instruction form or applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms or proxy forms to Broadridge. Often Beneficial Shareholders are alternatively provided with a toll-free telephone number to vote their Common Shares or website address where Common Shares held by Beneficial Shareholders can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares held by Beneficial Shareholders to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form or a proxy with a Broadridge sticker on it cannot use that voting instruction form or proxy to vote Common Shares directly at the Meeting as the proxy must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted. Accordingly, it is strongly suggested that Beneficial Shareholders return their completed voting instruction forms or proxies as directed by Broadridge well in advance of the Meeting.

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Management Information Circular - May 28, 2024

If you are a Beneficial Shareholder, your broker/intermediary should send you a voting instruction form or proxy form along with this Information Circular. Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the Registered Shareholder and vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or the broker's agent), well in advance of the Meeting as instructed on the form.

Non-Objecting Beneficial Owners

The Notice of Meeting, this Information Circular, the audited consolidated annual financial statements for the year ended December 31, 2023, and related management's discussion and analysis (collectively, the "Meeting Materials") are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and TVI or its agent has sent these 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 on your behalf. By choosing to send these materials to you directly, TVI (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for: (a) delivering these materials to you; and (b) executing your proper voting instructions. Please return your voting instruction form as specified in the request for voting delivered to you.

Revocability of Proxy

A Registered Shareholder who has submitted an Instrument of Proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy prior to the exercise thereof and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Registered Shareholder or the Registered Shareholder's attorney authorized in writing deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, and upon either of such deposits, the proxy is revoked.

Persons Making the Solicitation

The solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation and mailing of the Meeting Materials will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by personal interviews, telephone or other means of communication and by directors, officers and employees of the Corporation, who will not be specifically remunerated therefor.

Exercise of Discretion by Proxy

The Common Shares represented by proxy in favour of management nominees shall be voted on any ballot at the Meeting and, where the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares shall be voted on any ballot in accordance with the specification so made.

In the absence of such specification, the Common Shares will be voted in favour of the matters to be acted upon. The persons appointed under the Instrument of Proxy furnished by the Corporation are conferred with discretionary authority with respect to amendments or variations of those matters specified in the Instrument of Proxy and Notice of Meeting. At the time of printing this Information Circular, management of the Corporation knows of no such amendment, variation or other matter.

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Management Information Circular - May 28, 2024

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As at the close of business on May 28, 2024, there were 728,587,039 Common Shares issued and outstanding, each of which carries the right to one vote at the Meeting and meetings of the Shareholders of the Corporation.

As of the date of this Information Circular, the only persons or companies who, to our knowledge, beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the outstanding Common Shares are as follows:

Name	Approximate Number of Direct or Indirect	Approximate Percentage of Outstanding
	Common Share Ownership	Common Shares
Prime Resources Holdings, Inc. ("PRHI")(1)	86,933,333	11.93%
Clifford M. James(2)	83,264,419	11.43%
Notes:

1. As of the date of this Information Circular, Mr. Paolo Villar, a current director of the Corporation, controls Prime Resources Holdings, Inc. ("PRHI"), which is a company organized primarily to hold Mr. Villar's interests in the mining industry and beneficially owns, or exercises control or direction over, directly or indirectly, an aggregate of 86,933,333 Common Shares. Mr. Villar exercises control over the Common Shares held by PRHI. As disclosed in the Corporation's news release dated May 28, 2024, PRHI has entered into a share purchase agreement (the "SPA") with Mr. James, Seajay Management Services Ltd. ("Seajay") and Regent Parkway 3202 Management Inc. ("Regent" and together with Mr. James and Seajay, the "CMJ Vendors"), pursuant to which PRHI has agreed to acquire 58,055,488 Common Shares from the CMJ Vendors in accordance with the terms thereof (the "PRHI Acquisition"). Mr. James controls each of Seajay and Regent and is, under applicable Canadian securities laws, deemed to beneficially own any Common Shares held by Seajay and Regent. To the knowledge of the Corporation, following the completion of the PRHI Acquisition, which is expected to be completed prior to the Meeting, Mr. Villar will beneficially own, indirectly through PRHI, or exercise control or direction over, directly or indirectly, an aggregate of 144,988,821 Common Shares, representing approximately 19.90% of the outstanding Common Shares on a non-diluted basis based on the total number of Common Shares issued and outstanding as of the date of this Information Circular.
2. As of the date of this Information Circular, Mr. James, one of our directors, beneficially owns, or exercises control or direction over, directly or indirectly, an aggregate of 83,264,419 Common Shares. To the knowledge of the Corporation, following completion of the PRHI Acquisition, Mr. James is expected to beneficially own or exercise control or direction over, directly or in directly, an aggregate of 25,208,931 Common Shares, representing approximately 3.46% of the issued and outstanding Common Shares on a non-diluted basis based on the total number of Common Shares issued and outstanding as of the date of this Information Circular.

As at May 28, 2024, our current Board and executive officers, as a group, beneficially owned, directly or indirectly, or exercised control over 181,393,552 Common Shares or approximately 24.9% of the issued and outstanding Common Shares.

MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

The audited financial statements of the Corporation for the financial year ended December 31, 2023, together with the auditors' report thereon, will be presented to the Shareholders at the Meeting but will not be subject to a vote. No formal action will be taken at the Meeting to approve the financial statements.

Fixing The Number of Directors

At the Meeting, Shareholders will be asked to fix the number of directors at seven (7), but the Board may increase the number of directors in between meetings of Shareholders by way of resolution of the Board. Accordingly, unless otherwise directed, it is the intention of management to vote Instruments of Proxy FORfixing the number of directors to be elected at the Meeting at seven (7).

Election Of Directors

At the Meeting, Shareholders will be asked to elect each of the proposed directors set forth below to hold office until the next annual meeting or until their successors are elected or appointed. There are presently six (6) directors of the Corporation whose term on the Board expires at the Meeting. Unless otherwise directed, it is the intention of management to vote FORthe election as directors for each of the nominees hereinafter set forth:

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Management Information Circular - May 28, 2024

Manuel Paolo A. Villar	Michael G. Regino	Edsel M. Abrasaldo
Eugene T. Mateo	Johnny C. Felizardo	Rex A. Camit
Yolanda L. Coronel-Armenta

The Corporation is not aware that any of the nominees will be unable or unwilling to serve; however, should the Corporation become aware of such an occurrence before the election of directors takes place at the Meeting, the persons appointed under the Instrument of Proxy furnished by the Corporation are conferred with discretionary authority to vote for any substitute nominee or nominees whom the Corporation in its discretion may select.

Shareholders have the ability to vote for the election of a director or to withhold from voting for a director on an individual director basis. Each director elected will hold office until the next annual meeting of the Shareholders or until his or her successor is duly elected or appointed, unless his or her office is vacated prior to such time, in accordance with the Corporation's by-laws.

Pursuant to a nomination rights (the "NRA") agreement between the Corporation and PRHI dated August 15, 2023, as long as PRHI holds 10% or more of the outstanding Common Shares, PRHI has the right to designate two nominees for election as directors of the Corporation. In connection with the foregoing NRA, two of the nominated directors, namely, Manuel Paolo A. Villar and Michael G. Regino, have been nominated by PRHI, while the remaining five (5) directors are nominated by management. All directors elected by the Shareholders will hold office until the close of business of the next annual meeting of Shareholders, or any adjournment(s) thereof, unless his or her office is earlier vacated or until his or her successor is elected or appointed. The terms of all of the current directors expire at the close of the Meeting.

Majority Voting Policy

The Corporation adopted a majority voting policy in 2013 (the "Voting Policy"), which provides that any nominee for director who receives a greater number of votes withheld than for his or her election is expected to tender his or her resignation to the Chairman of the Board following the Corporation's annual meeting of Shareholders. The Voting Policy applies only to uncontested elections, meaning elections where the number of nominees for directors is equal to the number of directors to be elected. Unless directors comprising a majority of the Corporation's corporate governance and nominating committee (the "Governance Committee") tender their resignations as directors in accordance with the Voting Policy (in which case the Board shall undertake a review directly), the Governance Committee shall consider the resignation and whether or not it should be accepted and make a recommendation and provide a report on such resignation to the Board. Factors to be considered in assessing a resignation tendered pursuant to the Voting Policy may include: (i) the stated reason that the Shareholders withheld their votes; (ii) length of service and qualifications of such director; (iii) past and anticipated contributions of such director; and (iv) the effect a resignation may have on TVI's ability to comply with applicable governance rules and policies and dynamics of the Board. The nominee shall not participate in any committee or Board deliberations on the resignation offer. The Board shall disclose its decision whether or not to accept a resignation via press release as soon as practicable following completion of its deliberations and will use reasonable efforts to decide with respect to such resignation, within 90 days of the applicable annual meeting of Shareholders. If a resignation is accepted, the Board may appoint a new director to fill the vacancy created by the resignation or leave the vacancy unfilled. Any such resignation will not be effective and not be considered to have been delivered to TVI unless and until accepted by the Board.

Advance Notice By-Law

The Corporation has adopted a by-law("By-lawNo. 4") that was subsequently confirmed by Shareholders at the annual meeting of Shareholders held on June 24, 2021, related to the nomination of directors by Shareholders in certain circumstances. By-law No. 4 provides a process for Shareholders to follow for director nominations and sets out a time frame for nominee submissions and the provision of accompanying information. The purpose of By-law No. 4 is to treat all Shareholders fairly by ensuring they receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, By-law No. 4 should assist in facilitating an orderly and efficient meeting process. As of the date hereof, the Corporation

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Management Information Circular - May 28, 2024

has not received notice of any director nominations in connection with the Meeting within the time periods prescribed by the advance notice provisions contained in By-law No. 4. Assuming no nominations are received by May 29, 2024, the only persons eligible to be nominated for election to the Board are the above nominees. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in By-law No. 4 or may delegate such discretion to the chair of any meeting of the Shareholders.

The following table (and the accompanying notes) sets out the name and municipality of residence of each person proposed to be nominated for election as a director, all other positions and offices with the Corporation now held by them, their principal occupation or employment, the date on which they were first elected as directors of the Corporation (as applicable) and the number of Common Shares beneficially owned by them, directly or indirectly, or over which they exercise control or direction, as of May 28, 2024.

Director Nominees

1		Name, Municipality or Residence and			Principal Occupation or Employment
	Position(s) with the Corporation
		Manuel Paolo A. Villar		Mr. Villar is the Vice Chairman of TVI Resources Development Phils, Inc. ("TVIRD"), a
		Manila, Philippines		Philippine corporation in which TVI holds a 30.66% interest. Additionally, he serves as the
		Director since June, 2023		Vice Chairman, President and CEO of Vista Land & Lifescapes, Inc. ("Vista Land"), the
					largest homebuilder in the Philippines, and as Chairman and CEO of St. Augustine Gold and
					Copper Limited.
					Before assuming these roles, Mr. Villar was the head of corporate planning at Crown Asia, a
					subsidiary of Vista Land, and a consultant at McKinsey & Co., USA.
					Mr. Villar holds a double degree in Bachelor of Science in Economics and Bachelor of
					Applied Science from the Wharton School of the University of Pennsylvania.
		2023 Board / Committee Memberships & Meeting Attendance			TVI Securities held (1)
		Board of Directors		1 out of 1		86,933,333 Common Shares(2)
2		Name, Municipality or Residence and			Principal Occupation or Employment
	Position(s) with the Corporation
		Michael G. Regino		Mr. Regino is the Managing Director of TVIRD and the Senior Vice President and Chief
		Manila, Philippines		Operating Officer of St. Augustine Gold and Copper Ltd. Prior to these roles, he served as
		Director since June, 2023		the President and Chief Executive Officer of the Philippines Social Security System (SSS),
					the state-run institution managing the social insurance program for the private, professional
					and informal sectors in the Philippines.
					With three decades of experience in business development, corporate finance, and
					marketing, Mr. Regino has worked across diverse industries including mining, real estate
					development, and construction.
					He graduated cum laude from Ateneo De Zamboanga University with a degree in Bachelor of
					Arts, major in Economics, and holds a Master of Business Administration from Ateneo de
					Manila University.
		2023 Board / Committee Memberships & Meeting Attendance		TVI Securities held (1)
		Board of Directors		1 out of 1		Nil
		Audit Committee		Appointed Nov. 2023

3

	Name, Municipality or Residence and			Principal Occupation or Employment
	Position(s) with the Corporation
	Yolanda L. Coronel-Armenta		Ms. Coronel-Armenta currently serves as the Treasurer and Accountant at Cahan Properties,
	San Diego, CA, United States		Inc. ("Cahan Properties") a commercial real estate development company in San Diego,
	Director Nominee		California. Previously, she held roles as Accountant, Finance, and Leasing Officer within the
				same company.
				Before joining Cahan Properties, Ms. Coronel-Armenta was the Vice President of Pacific
				Property Management Company in California. She is a certified public accountant in both the

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