EPL.V · 2023-10-18

Annual and Special Meeting of Shareholders

Shareholder Meetings

EAGLE PLAINS RESOURCES LTD.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 7, 2023

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

DATED: OCTOBER 18, 2023

TO BE HELD AT

EAGLE PLAINS RESOURCES LTD.

Suite 200, 44 – 12^th Avenue South

Cranbrook, British Columbia

V1C 2R7

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISED IN CONNECTION WITH THE SOLICITORATION BY THE DIRECTORS OF EAGLE PLAINS RESOURCES LTD. OF PROXIES TO BE VOTED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF EAGLE PLAINS RESOURCES LTD. TO BE HELD ON DECEMBER 7, 2023.

EAGLE PLAINS RESOURCES LTD.

Suite 200, 44 – 12^th Avenue South Cranbrook, British Columbia V1C 2R7

NOTICE OF ANNUAL AND SPECIAL MEETING

TAKE NOTICE that the annual and special meeting (the “Meeting”) of the shareholders of Eagle Plains Resources Ltd. (the “Corporation”) will be held at Suite 200, 44 – 12^th Avenue South in Cranbrook, British Columbia on December 7, 2023 at 10:00 a.m. (MST local time) for the purposes of:

1. receiving and considering the audited financial statements of the Corporation for the year ended December 31, 2022, and the report of its auditors;

2. electing the directors for the ensuing year;

3. appointing auditors for the ensuing year;

4. approving the Corporation’s Stock Option Plan, as more particularly described in the Information Circular;

5. transacting such other business as may properly come before the said meeting or any adjournment thereof.

The Information Circular contains details of matters to be considered at the Meeting under the section heading “Particulars of Matters to be Acted Upon”. The Meeting will also consider any permitted amendment to, or variation of, any matter identified in the Notice and transact such other business as may properly come before the Meeting or any adjournment thereof.

The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the “Notice-and-Access Provisions”) for the Meeting. The Notice-and-Access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders by allowing the Corporation to post the Information Circular and any additional materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a paper copy of the Information Circular. The Corporation will not use the procedure known as ‘stratification’ in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

Please review the Information Circular carefully and in full prior to voting as the Information Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Information Circular is available on the Corporation’s website at:

www.eagleplains.com/eplinfocircular2023

and under the Corporation’s profile on SEDAR at www.sedar.com. Any shareholder who wishes to receive a paper copy of the Information Circular, should contact the Corporation at Suite 200, 44-12^th Avenue South, Cranbrook, British Columbia, V1C 2R7, or by facsimile to 250-426-6899 or toll free at 1-866-486-8673. Shareholders may also use the toll-free number noted above to obtain additional information about the Notice-and- Access Provisions.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to as "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those shares will not be registered in the shareholder's name on the records of the Corporation. Such shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or

against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial

Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers 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 to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The majority of the brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically uses its own voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to either return the voting instruction form to Broadridge or alternatively provide voting instructions by utilizing an internet on-line or automated telephone system. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial

Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the time set for the Meeting or any adjournment of the Meeting (the "Proxy Deadline"), failing which such votes may not be counted.

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 broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as a proxyholder for a registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote the Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the voting instruction form 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 agent), well in advance of the Meeting.

ADVICE TO REGISTERED SHAREHOLDERS

Shareholders who hold their Common Shares in their own name (referred to as "Registered Shareholders") may attend the Meeting in person or may be represented by proxy. If you are unable to attend the Meeting in person, please complete, date and sign the form of proxy provided by the Corporation and return it, in the envelope provided, to Proxy Department, TSX Trust Company, PO Box 721, Agincourt, Ontario, M1S 0A1, or by email to [email protected] , or by facsimile to 416-595-9593, so that it is received not later than the Proxy Deadline failing which such votes may not be counted.

In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Beneficial Shareholder or Registered Shareholder in time for such shareholder to review the Information Circular and return a voting instruction form or proxy prior to the Proxy Deadline, it is strongly suggested that a shareholder ensure their request is received no later than November 10, 2023.

DATED this 18^th day of October, 2023.

BY ORDER OF THE BOARD

“Timothy J. Termuende “ Timothy J. Termuende, President and Chief Executive Officer

EAGLE PLAINS RESOURCES LTD.

INFORMATION CIRCULAR (as at October 18, 2023)

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 7, 2023

GENERAL PROXY INFORMATION

PURPOSE OF SOLICITATION

This Information Circular is furnished in connection with the solicitation of proxies by the management of Eagle Plains Resources Ltd. (the “Corporation”) for use at the annual and special meeting of common shareholders of the Corporation, to be held at Suite 200, 44-12^th Avenue South, Cranbrook, British Columbia, V1C 2R7, on December 7, 2023 at 10:00 a.m. (MST local time) or at any adjournment for the purposes set out in the accompanying notice of meeting (the “Meeting”).

The solicitation will be conducted primarily by mail, subject to the use of “Notice and Access Provisions” (as described below) in relation to the delivery of the Information Circular. The cost of such solicitation will be borne by the Corporation. Directors and officers of the Corporation may without special compensation solicit proxies by telephone, facsimile or in person.

APPOINTMENT AND REVOCATION OF PROXIES

Shareholders have the right to appoint a nominee (who need not be a shareholder) to represent them at the Meeting other than the persons designated in the form of proxy, and may do so by inserting the name of the appointed representative in the blank space provided in the form of proxy.

The instrument of proxy will not be valid for the Meeting or any adjournment unless it is completed by the shareholder or by his attorney authorized in writing and must be delivered to the Proxy Department, TSX Trust Company, PO Box 721, Agincourt, Ontario, M1S 0A1, or by email to [email protected] or by facsimile to 416- 595-9593, not less than forty eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment of the Meeting.

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. A proxy may be revoked by either executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the shareholder or by his authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by depositing the proxy bearing a later date with TSX Trust Company at any time up to and including the last business day preceding the date of the Meeting or any adjournment at which the proxy is to be used, or by depositing the revocation of proxy with the chairman of such Meeting on the day of the Meeting, or any adjournment of the Meeting.

VOTING OF PROXIES

The persons named in the form of proxy are directors and/or officers of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them. Each shareholder may instruct his proxy how to vote his shares by completing the proxy form.

The person indicated in the proxy shall vote the shares in respect of which they are appointed in accordance with the direction of the shareholder appointing them.

In the absence of instructions to vote or withhold from voting the Common Shares on such matters as the Shareholder may instruct, and in the absence of any direction to vote for or against on such matters as the Shareholder may direct, the management appointees named in the proxy will vote such shares in favour of

the matters on which the Shareholder is entitled to vote as specified in the Notice of Meeting, and in favour of all other matters on which the Shareholder is entitled to vote as proposed by management at the Meeting.

THE FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON INDICATED IN THE PROXY WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS (THE "NOTICE") AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. At the time of printing of the Information Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice and the Information Circular. If any matters which are not now known to the directors and senior officers of the Corporation should properly come before the Meeting, the persons named in the form of proxy will vote on such matters in accordance with their best judgment.

NOTICE AND ACCESS

Notice-and-Access is a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of its securities by posting such materials on a non-SEDAR website (usually the reporting issuer's website and sometimes the transfer agent's website) rather than delivering such materials by mail. The notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (the "Notice-and-Access Provisions") can be used to deliver materials for both special and general meetings.

The use of the Notice-and-Access Provisions is intended to reduce paper waste and mailing costs to the reporting issuer. In order for the Corporation to utilize the Notice-and-Access Provisions to deliver proxy-related materials, the Corporation must send a notice to Shareholders indicating that the proxy-related materials for the Meeting have been posted electronically on a website that is not SEDAR and explaining how a Shareholder can access them or obtain a paper copy of those materials. Upon request, beneficial owners are entitled to delivery of a paper copy of the information circular at the reporting issuer's expense. This Information Circular has been posted in full on the Corporation’s website at

www.eagleplains.com/eplinfocircular2023

and under the Corporation's SEDAR profile at www.sedar.com .

In order to use the Notice-and-Access Provisions, a reporting issuer must set the record date for the meeting at least 40 days prior to the meeting to ensure there is sufficient time for the materials to be posted on the applicable website and the notice of meeting and form of proxy to be delivered to Shareholders. The requirements for the notice of meeting are that the Corporation shall provide basic information about the Meeting and the matters to be voted on, explain how a Shareholder can obtain a paper copy of this Information Circular, and explain the Notice-and-Access process. The Notice of Meeting containing this information has been delivered to Shareholders by the Corporation, along with the applicable voting document (a form of proxy in the case of registered Shareholders or a voting instruction form in the case of non-registered Shareholders).

The Corporation will not rely upon the use of 'stratification'. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the information circular to some, but not all, of its shareholders, along with the notice of meeting. In relation to the Meeting, all Shareholders will receive the documentation required under the Notice-and-Access Provisions and all documents required to vote at the Meeting. No Shareholder will receive a paper copy of this Information Circular from the Corporation or any intermediary unless such Shareholder specifically requests same.

The Corporation will be delivering proxy-related materials to NOBOs indirectly through the use of intermediaries. The Corporation intends to pay for delivery of materials to OBOs. As a result, OBOs will also receive the materials indirectly through the use of intermediaries.

Any shareholder who wishes to receive a paper copy of this Information Circular must contact the Corporation at Suite 200, 44-12^th Avenue South, Cranbrook, British Columbia, V1C 2R7, or by facsimile to 250-426-6899. In order to ensure that a paper copy of this Information Circular can be delivered to a requesting shareholder in time for such shareholder to review this Information Circular and return a proxy or voting instruction form so that it is received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to the time

set for the Meeting or any adjournment of the Meeting, it is strongly suggested that a shareholder ensure their request is received no later than November 10, 2023. All shareholders may call 1-866-486-8673 (toll-free) in order to obtain additional information about the Notice-and-Access Provisions or to obtain a paper copy of this Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those shares will not be registered in the shareholder's name on the records of the Corporation. Such shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients.

Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers 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 to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The majority of the brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically uses its own voting instruction forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to either return the voting instruction forms to Broadridge or alternatively provide voting instructions by utilizing an internet on-line or automated telephone system. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial

All references to shareholders in this Information Circular, the accompanying instrument of proxy and Notice are to shareholders of record unless specifically stated otherwise.

VOTING SHARES

Only the Common Shares of the Corporation are entitled to vote at the Meeting. As of the date of this Information Circular, 115,057,227 Common Shares without nominal or par value are issued and outstanding. Each Common Share entitles the holder to one vote on all matters to come before the Meeting. No group of shareholders has the right to elect a specified number of directors, nor is there cumulative or similar voting rights attached to the Common Shares of the Corporation.

The directors of the Corporation have fixed October 18, 2023, as the record date for determination of the persons entitled to receive notice of the Meeting. A shareholder of record as of the record date is entitled to vote his Common Shares except to the extent that he has transferred the ownership of any of his shares after the record date, and the transferee of those shares produces properly endorsed share certificates or otherwise establishes that he owns

the shares, and demands, not later than 10 days before the Meeting, that his name be included in the shareholder list before the Meeting, in which case the transferee is entitled to vote his shares at the Meeting.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of Alberta, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws. The enforcement by the Corporation’s shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Business Corporations Act (Alberta), all of its current directors and its executive officers are residents of Canada and a substantial portion, if not all, of its assets and the assets of such persons are located outside the United States. Shareholders of the Corporation may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

INFORMATION CONCERNING THE CORPORATION

PRINCIPAL SHAREHOLDERS

To the knowledge of management of the Corporation, as of the date of this Information Circular, no person or company beneficially owned or exercised control or direction over, directly or indirectly, voting shares of the Corporation carrying more than ten percent (10%) of the voting rights attached to all outstanding shares of the Corporation.

STATEMENT OF EXECUTIVE COMPENSATION

For the purposes of this section, "Named Executive Officers" means the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") of the Corporation and each of the Corporation's or its subsidiaries' three most highly compensated executive officers, other than the CEO and CFO, whose aggregate compensation exceeded $150,000, any of whom served in such capacity during the most recently completed financial year ended December 31, 2022.

Compensation Discussion and Analysis

The Corporation’s approach to executive compensation has been to provide suitable compensation for executives that is internally equitable, externally competitive and reflects individual achievement. The Corporation attempts to maintain compensation arrangements that will attract and retain highly qualified individuals who are able and capable of carrying out the objectives of the Corporation. The Corporation’s compensation arrangements for the Named Executive Officers may, in addition to salary, include compensation in the form of bonuses and, over a longer term, benefits arising from the grant of stock options.

Compensation Committee

The board of directors of the Corporation has established a Corporate Governance and Compensation Committee (the "CGCC") comprised of directors, which establishes and reviews the Corporation’s overall compensation philosophy and its general compensation policies with respect to executive officers, including the corporate goals and objectives and the annual performance objectives relevant to such officers. The CGCC evaluates each officer’s performance in light these goals and objectives and, based on its evaluation, determines and approves the salary, bonus, options and other benefits for such officers. In determining compensation matters, the CGCC and the board of directors may consider a number of factors, including the Corporation’s performance, the value of similar incentive awards to officers performing similar functions at comparable companies, the awards given in past years and other factors it considers relevant. The current overall objective of the Corporation’s compensation strategy is to reward management for their efforts, while seeking to conserve cash given current market conditions. With respect to any bonuses or incentive plan grants which may be awarded to executive officers in the future, the Corporation

has not currently set any objective criteria and will instead rely upon any recommendations and discussion at the CGCC level with respect to the above-noted considerations and any other matters which the CGCC and board may consider relevant on a going-forward basis, including the cash position of the Corporation.

The CGCC is comprised of Glen J. Diduck and Timothy J. Termuende neither of whom is independent. Each of the CGCC members have over 20 years’ experience with public companies and related executive compensation matters. See “Particulars of Matters to be Acted Upon - Election of Directors" for additional disclosure relating to the skills and experience of the respective CGCC members.

Components of Executive Compensation:

The components of the executive compensation program are described in the table below:

	Compensation element		How it is paid		What it is designed to reward
Base salary		Cash		Rewards skills, capabilities, knowledge and experience, reflecting the level of responsibility, as well as the contribution expected from each executive.
Short-term Incentive		Cash		Rewards contribution to both department’s performance and the Corporation’s overall performance. Rewards for results within the current fiscal year.
Long-term Incentive		Stock Options		Provides alignment between the interests of executives and shareholders. Rewards contribution to the long-term performance of the Corporation and demonstrated potential for future contribution. Aligns with long-term corporate performance and provides added incentive for executives to enhance shareholder value.

Base Salary

The base salary provides an executive with basic compensation and reflects individual responsibility, knowledge and experience, market competitiveness and the contribution expected from each individual. At its discretion, the CGCC may compare each executive officer’s salary with the base salaries for similar positions in the comparator group, and recommends appropriate adjustments, as needed.

Short-term Incentive

Short-term incentive compensation is based on annual results. The short-term incentive ensures that a portion of an executive’s compensation varies with actual results in a given year, while providing financial incentives to executives to achieve short-term financial and strategic objectives. It communicates to executives the key accomplishments the CGCC wishes to reward and ensures that overall executive compensation correlates with corporate objectives. The short-term incentive component is structured to reward not only increased value for shareholders but also performance with respect to key operational factors and non-financial goals important to longterm success.

Long-term Incentive

The long-term incentive component of executive compensation is designed to ensure commonality of interests between management and shareholders. This is accomplished by connecting shareholder return and long-term compensation, motivating executives to achieve long-range objectives that directly benefit shareholders.

Stock options reward executives for growth in the value of the Corporation’s stock over the long term. This is the high risk, high-return component of the executive total compensation program because stock options deliver value to an executive only if the share price is above the grant price. This long-term equity incentive includes both a corporate and personal component.

Summary Compensation Table

For the financial year ended December 31, 2022, the Corporation had two (2) Named Executive Officers.

The following table sets forth information for the three (3) most recently completed financial years concerning the total compensation paid by the Corporation to its Named Executive Officers for the Corporation and each of the Corporation's or its subsidiaries' compensated executive officers, other than the CEO and CFO, whose aggregate annual compensation exceeded $150,000.

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards(2) ($)		Non-equity incentive plan			Pension value ($)	All other compensation ($)	Total com- pensation ($)
						compensation
						($)
						Annual	Long-term incentive plans	Long-term
						incentive		incentive
						plans		plans
Timothy J Termuende CEO & President & Director	2022	Nil	Nil	48,750	Nil		Nil		n/a	114,870(3)	163,620
	2021	Nil	Nil	Nil	Nil		Nil		n/a	108,500(3)	108,500
	2020	Nil	Nil	61,500	Nil		Nil		n/a	105,000(3)	166,500
Glen J Diduck CFO & Director	2022	Nil	Nil	39,000	Nil		Nil		n/a	51,000(1)	90,000
	2021	Nil	Nil	Nil	Nil		Nil		n/a	50,000(1)	50,000
	2020	Nil	Nil	56,587	Nil		Nil		n/a	49,500(1)	106,087
Charles C Downie Vice President Exploration & Director	2022	144,087	Nil	39,000	Nil		Nil		n/a	8,6284)	191,715
	2021	-	Nil	-	Nil		Nil		n/a	-	-
	2020	-	Nil	-	Nil		Nil		n/a	-	-
Jesse T Campbell President, TerraLogic Exploration Inc. (Subsidiary)	2022	147,360	Nil	39,000	Nil		Nil		n/a	12,417(4)	198,777
	2021	-	Nil	-	Nil		Nil		n/a	-	-
	2020	-	Nil	-	Nil		Nil		n/a	-	-

Notes:

1. The Corporation paid professional fees to Glen J. Diduck during the 2022, 2021 and 2020 years in the amounts of $51,000, $50,000 and $49,500 in respect of accounting services provided to the Corporation during the respective years.

2. The fair value of options to purchase commons shares is calculated at the date of the grant using the Black-Scholes option-pricing model.

3. The Corporation paid consultant fees to Toklat Resources Inc., a holding company controlled by Mr. Termuende, during the 2022, 2021 and 2020 years in the amounts of $114,870, $108,500 and $105,000 respectively.

4. Includes group benefits provided by the Corporation and stock option benefits if applicable.

5. All monetary amounts in Canadian Dollars.

Incentive Plan Awards

Stock Option Plan

The purpose of the Stock Option Plan is to provide an incentive for directors, officers, key employees and consultants of the Corporation to directly participate in the Corporation's growth and development by providing them with the opportunity through options to purchase Common Shares to acquire an increased financial interest in the Corporation.

The CGCC believes that granting of options is an effective way to support the achievement of the Corporation’s long-term performance objectives, ensure executive and employee commitment to the longer-term interests of the Corporation and its shareholders, and provide compensation opportunities to attract, retain and motivate employees critical to the success of the Corporation. At its discretion, the CGCC grants options to individuals taking into account the Corporation's long-range objectives, comparing and matching in most cases option grants and holdings for similar positions in the comparator group, and previous grants to such individuals. See “Particulars of Matters to be Acted Upon – Stock Option Plan”.

Outstanding Share-based Awards and Option-Based awards

The following table sets out all the share-based awards and option-based awards outstanding with Named Executive Officers and each of the Corporation's or its subsidiaries' compensated executive officers, other than the CEO and CFO, whose aggregate annual compensation exceeded $150,000 at December 31, 2022.

Option-based Awards

Share-based Awards

Name

Number of securities underlying unexercised options (#)

Number of

Option exercise price ($)

Option expiration date

Value of unexercised in- the-money options ($)¹

Value of

Number

Market or payout value of share-based awards that have not vested ($)

Market or payout value of vested share- based awards not paid out or distributed ($)

Market or

securities

unexercised in-

of shares

payout value of

underlying

the-money

or units of

vested share-

unexercised

options ($)¹

based awards

options (#)

that have

not paid out or

not vested

distributed ($)

(#)

Timothy J. Termuende CEO & President & Director

500,000 325,000 300,000

0.20 0.20 0.20

01/14/2027 10/05/2025 05/29/2025

Nil Nil Nil

Glen J Diduck CFO & Director

400,000 325,000 250,000

0.20 0.20 0.20

01/14/2027 10/05/2025 05/29/2025

Nil Nil Nil

Charles C Downie Vice-President Exploration & Director

400,000 200,000 250,000

0.20 0.20 0.20

01/14/2027 10/05/2025 05/29/2025

Nil Nil Nil

Jesse T Campbell President-TerraLogic Exploration Inc. (subsidiary)

400,000 125,000 200,000

0.20 0.20 0.20

01/14/2027 10/05/2025 05/29/2025

Nil Nil Nil

Notes:

(1) This column discloses the aggregate dollar amount of in-the-money unexercised options held at the end of the financial year, calculated as the difference between the market value of the Common Shares of the Corporation at the end of the financial year and the exercise price of the option.

Incentive Plan Awards-Value Vested or Earned During the Year

The following table sets out the value vested or earned during the fiscal year ended December 31, 2022.

Name		Option-based awards	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
		– Value vested during
		the year(1)
		($)
Timothy J. Termuende	Nil		Nil	Nil
Glen J Diduck	Nil		Nil	Nil
Charles C Downie	Nil		Nil	Nil
Jesse T Campbell	Nil		Nil	Nil

Notes:

(1) This column discloses the aggregate dollar amount that would have been realized if the options had been exercised on the vesting date, calculated as the difference between the market price of the Common Shares of the Corporation on the deemed date of exercise and the exercise price of the option.

Pension Plan Benefits

The Corporation does not have a defined benefit, defined contribution or deferred compensation plan.

Termination and Change of Control Benefits

The following is a summary of contracts and agreements with our NEO’s and other executive officers that provides for payments to NEO’s and other executive officers at, following, or in connection with any termination as a result of a change in control of our Company.

The Company entered into Consulting Agreements with Mr. Glen Diduck, Toklat Resources Inc., a company owned by Tim Termuende, Mr. Charles Downie, Mr. Norm Jordan and Mr. Jesse Campbell to pay them for services provided to the Company.

10 -

In the event of a Change of Control (as defined below), then:

		(i) Executive will be entitled to receive a severance payment equal to twenty-four (24) months of Executive's
		base salary or contract rate in effect as of the date of such termination or a fixed amount as stipulated in
		the agreement, whichever is greater, less applicable withholding, payable in a lump sum within thirty (30)
		days of the termination;
		(ii) The vesting of shares subject to all stock options granted by the Company to Executive prior to the Change
		of Control which, assuming Executive's continued employment with the Company, would have become
		vested and exercisable within eighteen (18) months following the date of termination or Constructive
		Termination shall accelerate and become vested and exercisable as of the date of termination.
		(iii) Reimbursement for any unpaid business expenses incurred through the last day of engagement with the
		Company
For purposes of this Agreement, a "Change in Control" of the Company shall mean any of the following: (i) a sale of all or substantially all of the assets of the Company; (ii) a merger or consolidation or plan of arrangement of the Company with any corporation or other entity, unless (1) the Company is the surviving entity, or (2) the entity formed by such merger or consolidation, would result in the voting securities of the Company outstanding immediately prior the merger or consolidation, continuing to represent more than thirty-five percent (35%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) the date there shall have been a change in a majority of the Board of Directors of the Company during a consecutive twelve-month period, unless the nomination for election by the Company's shareholders of each new director was approved by the vote of two-thirds of the directors then still in office who were in office at the beginning of the twelve-month period; or (iv) the date that any person or entity, entities or group of persons (other than the Executive) both (A) is or becomes the Beneficial Owner directly or indirectly, of securities of the Company representing more than thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities, and (B) has voting control of the Company.	For purposes of this Agreement, a "Change in Control" of the Company shall mean any of the following:
		(i) a sale of all or substantially all of the assets of the Company;
		(ii) a merger or consolidation or plan of arrangement of the Company with any corporation or other entity,
		unless (1) the Company is the surviving entity, or (2) the entity formed by such merger or consolidation,
		would result in the voting securities of the Company outstanding immediately prior the merger or
		consolidation, continuing to represent more than thirty-five percent (35%) of the combined voting power
		of the voting securities of the Company or such surviving entity outstanding immediately after such
		merger or consolidation;
		(iii) the date there shall have been a change in a majority of the Board of Directors of the Company during a
		consecutive twelve-month period, unless the nomination for election by the Company's shareholders of
		each new director was approved by the vote of two-thirds of the directors then still in office who were in
		office at the beginning of the twelve-month period; or
		(iv) the date that any person or entity, entities or group of persons (other than the Executive) both (A) is or
		becomes the Beneficial Owner directly or indirectly, of securities of the Company representing more than
		thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities,
		and (B) has voting control of the Company.

Director Compensation

The Company has a standard compensation agreement to pay members of the board of directors (the “Board”) a retainer fee as determined by the Board as compensation for services rendered as directors. This fee structure was implemented retroactive to June 15, 2006. There were no director fees paid in 2022.

The CGCC reviews director compensation every year and recommends updates to the Board for approval when considered appropriate or necessary to recognize the workload, time commitment and responsibility of Board and committee members and to remain competitive with director compensation trends of the Corporation’s peer group. To do so, the CGCC uses industry comparative data and may, from time to time, retain independent external consultants to assist in reviewing director compensation. The following table shows the compensation paid to the Corporation’s directors for the year ended December 31, 2022.

Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)(1)		Non-equity	Pension value ($)	All other compensation ($)	Total ($)	Total
					incentive plan				($)
					compensation
					($)
Timothy Termuende	Nil	Nil	48,750	Nil		n/a	114,870(3)	163,620
Glen Diduck	Nil	Nil	39,000	Nil		n/a	51,000(3)	90,000
Charles Downie	Nil	Nil	39,000	Nil		n/a	152,715(3)	191,715
William Bennett	Nil	Nil	29,250	Nil		n/a	Nil	29,250
Darren Fach(2)	Nil	Nil	29,250	Nil		n/a	Nil	29,250
Paul Reynolds	Nil	Nil	29,250	Nil		n/a	Nil	29,250

Notes:

(1) The fair value of options to purchase Common Shares is calculated at the date of the grant using the Black Scholes option pricing model.

(2) Mr. Darren Fach resigned as a director on June 7, 2022.

(3) Payments for management services rendered.

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The Corporation has a formalized stock option plan for the granting of incentive stock options to the directors, officers, key employees and consultants. The purpose of granting options pursuant to the stock option plan is to assist the Corporation in compensating, attracting, retaining and motivating the directors, officers, key employees and consultants of the Corporation and to closely align the personal interests of such persons to that of the shareholders.

Outstanding Share-based Awards and Option-Based awards

The following table sets out all the share-based awards and option-based awards outstanding with the directors as at December 31, 2022.

			Option-based Awards					Share-based Awards
Name	Name		Number of	Option exercise price ($)	Option expiration date	Value of unexercised in- the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Number of shares	Market or payout value of share-based awards that have not vested ($)	Market or payout
			securities					or units of shares		value of share-based
			underlying					that have not vested		awards that have not
			unexercised					(#)		vested ($)
			options (#)
Timothy J. Termuende		500,000 325,000 300,000		0.20 0.20 0.20	01/14/2027 10/05/2025 05/29/2025	Nil Nil Nil	Nil Nil Nil		Nil Nil Nil
Glen J Diduck		400,000 325,000 250,000		0.20 0.20 0.20	01/14/2027 10/05/2025 05/29/2025	Nil Nil Nil	Nil Nil Nil		Nil Nil Nil
Charles C. Downie		400,000 200,000 250,000		0.20 0.20 0.20	01/14/2027 10/05/2025 05/29/2025	Nil Nil Nil	Nil Nil Nil		Nil Nil Nil
William Bennett		300,000 200,000 250,000		0.20 0.20 0.20	01/14/2027 10/05/2025 05/29/2025	Nil Nil Nil	Nil Nil Nil		Nil Nil Nil
Paul Reynolds		300,000 200,000 250,000 300,000		0.20 0.20 0.20 0.15	01/14/2027 10/05/2025 05/29/2025 07/04/2024	Nil Nil Nil 12,000	Nil Nil Nil Nil		Nil Nil Nil Nil

Notes:

The following table shows share-based awards, option-based awards and non-equity incentive plan compensation for the directors for the year ended December 31, 2022:

			Option-based awards	Share-based awards – Value vested during the year ($)		Non-equity incentive plan
			– Value vested during			compensation – Value earned
	Name		the year ($)(1)			during the year ($)
Timothy Termuende		Nil		Nil	Nil
Glen Diduck		Nil		Nil	Nil
Charles C. Downie		Nil		Nil	Nil
William Bennett		Nil		Nil	Nil
Paul Reynolds		Nil		Nil	Nil

Notes:

Equity Compensation Plans

The following table sets forth details with respect to compensation plans under which equity securities of the Corporation are authorized for issuance as of the year ended December 31, 2022.

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