NewOrigin Gold : 2023 NewOrigin Gold Corp. Information Circular

MANAGEMENT INFORMATION CIRCULAR

AND

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS OF

NEWORIGIN GOLD CORP.

TO BE HELD ON December 8, 2023

Dated: October 26, 2023

NOTICE AND ACCESS NOTIFICATION OF ANNUAL GENERAL AND SPECIAL MEETING OF

SHAREHOLDERS

to be held on December 8, 2023

NewOrigin Gold Corp. ("NewOrigin" or the "Company") has chosen to use the notice and access model for delivery of meeting materials to its shareholders. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders' meeting. However, instead of receiving a paper copy of the Information Circular, shareholders receive this notice explaining how to access such materials electronically.

Meeting date and location: Friday, December 8, 2023 at 11:00 a.m. EST at 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4

Purpose of Meeting:

1. To receive and consider the comparative financial statements of the Company for the financial year ended June 30, 2023, together with the report of the auditor thereon;
2. To elect directors for the ensuing year;
3. To consider and, if thought fit, pass an ordinary resolution approving for the ensuing year the Company's 10% rolling stock option plan;
4. To consider and, if thought fit, pass an ordinary resolution of the Disinterested Shareholders (as defined in the Information Circular) approving the terms of the Kinebik Transaction (as defined in the Information Circular), as more particularly described in the Information Circular;
5. To consider and, if thought fit, pass a special resolution confirming the adoption of By-Law No. 3, as more particularly described in the Information Circular; and
6. To appoint Stern & Lovrics LLP as auditor of the Company for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditor.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Company dated October 26, 2023 (the "Information Circular").

Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed proxy. A proxy will not be valid unless it is deposited by mail or by fax at the office of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1 [Fax: Within North America: 1-866-249-7775, Outside North America: [phone]] not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or an adjournment thereof.

If you are a non-registered Shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Notice and Access

The Company is utilizing the Notice-and-Access Provisions that came into effect on February 11, 2013 under NI 54-101 and NI 51-102 for distribution of this Circular to Shareholders.

The Notice-and-Access Provisions are a set of rules which allow reporting issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) on-line, via the System for Electronic Document Analysis and Retrieval ("SEDAR") and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of this Circular, financial statements of the Company for the year ended June 30, 2023 ("Financial Statements") and management's discussion and analysis of the Company's results of operations and financial condition for 2023 ("MD&A") may be found on the Company's SEDAR profile at www.sedar.com and also on the Company's website at www.neworigingold.com under "Investors/AGM Information".

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The Company will not use procedures 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 this Information Circular to some Shareholders with the 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 this Circular. Shareholders are reminded to review this Circular before voting.

Although this Circular, the Financial Statements and the MD&A will be posted electronically on-line as noted above, Shareholders will receive paper copies of a "notice package" via prepaid mail containing information prescribed by NI 54-101 and NI 51-102, a form of proxy or voting instruction form, and supplemental mail list return card for Shareholders to request they be included in the Company's supplementary mailing list for receipt of the Company's annual and interim financial statements for the 2023 fiscal year.

The Company anticipates that notice-and-access will directly benefit the Company through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

Shareholders with questions about notice-and-access can call the Company's transfer agent Computershare Trust Company at 1-866-249-7775. Shareholders may also obtain paper copies of the Information Circular, Financial Statements and MD&A free of charge by contacting the Company's Corporate Secretary at [e-mail].

Reference is made to the Information Circular of the Company dated October 26, 2023, which contains additional details concerning the matters outlined above.

SHAREHOLDERS ARE REMINDED TO REVIEWTHE INFORMATION CIRCULAR PRIORTO VOTING. SEE BELOW FOR HOW TO VIEW AND ACCESS OF COPY OF THE INFORMATION CIRCULAR.

WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED

The Information Circular can be viewed online:

• under the Company's profile at www.sedar.com; or
• at the Company's website athttps://www.neworigingold.com/investors/agm-information/

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR.

To request paper copies of the Information Circular before the Meeting, e-mail the Corporate Secretary, at [e-mail]. The Information Circular will be sent to you within three business days of receiving your request. Requests for paper copies must be received by at least November 24, 2023 in order to receive the Information Circular in advance of the proxy deposit date and Meeting. The Information Circular will be sent to such shareholders within three business days of their request if such requests are made before the Meeting. Those shareholders with existing instructions on their account to receive a paper copy of meeting materials will receive a paper copy of the Information Circular with this notification. Shareholders are able to request to receive copies of the Company's annual and/or interim financial statements and relevant management's discussion and analysis on the accompanying return card.

VOTING

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by 11:00 am EST, on December 6, 2023.

PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

Shareholders with questions about notice and access can call Computershare Trust Company at 1 [phone]

BOARD RECOMMENDATION

The Board of Directors of NewOrigin unanimously recommends that Shareholders VOTE FOR all of the proposed resolutions.

DATED at Toronto, Ontario this 26th day of October, 2023

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BY ORDER OF THE BOARD OF DIRECTORS OF

NEWORIGIN GOLD CORP.

/s/ "Robert Valliant" Chairman

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MANAGEMENT INFORMATION CIRCULAR

as at October 26, 2023

INTRODUCTION

This information circular (the "Information Circular") accompanies the notice of annual general meeting of shareholders (the "Notice") of NewOrigin Gold Corp. ("NewOrigin" or the "Company") and is furnished to shareholders (each, a "Shareholder") holding common shares (the "Shares") of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the annual general meeting (the "Meeting") of the Shareholders to be held on Friday, December 8, 2023 at 11:00 am (Toronto time), or at any adjournment or postponement thereof.

Date and Currency

The date of this Information Circular is October 26, 2023. Unless otherwise stated, all amounts herein are in Canadian dollars.

MANAGEMENT SOLICITATION OF PROXIES

This information circular (the "Circular") is provided in connection with the solicitation of proxies by the management of NewOrigin for use at the Annual General Meeting of the shareholders of the Company to be held at 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4 on Friday, December 8, 2023 at 11:00 a.m. (Toronto Time) and at any adjournments thereof for the purposes set forth in the enclosed Notice of Annual General Meeting (the "Notice").

If you are a Non-Registered Shareholder and have received this Notice of Meeting and accompanying materials through an Intermediary, please complete and return the voting instructions form ("Voting Instruction Form") provided to you in accordance with the instructions provided therein.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy (the "Proxy") are officers of the Company. A registered

Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons named as the proxy of the Shareholder and may exercise this right either by inserting that person's name in the blank space provided in the Proxy and striking out the other names or by completing another proper form of proxy. To be effective, Proxies must be deposited at the office of the Company's registrar and transfer agent, Computershare Trust Company of Canada, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or adjournment thereof.

Proxies given by registered shareholders for use at the Meeting may be revoked at any time before their use. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by depositing an instrument in writing signed by the registered shareholder, or by the registered shareholder's attorney duly authorized in writing, at the registered office of the Corporation, Peterson McVicar, 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4 on or before the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chair of the Meeting on the day of the Meeting, or any adjournment thereof.

BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as many shareholders do not hold their Shares (as defined herein) in their own name. Shareholders holding their Shares through banks, trust companies, securities dealers or brokers, trustees or administrators of RRSPs, RRIFs, RESPs and similar plans or other persons (any one of which is herein referred to as an "Intermediary") or otherwise not in their own name (such shareholders herein referred to as "Beneficial Shareholders") should note that only proxies deposited by shareholders appearing on the records maintained by the Corporation's transfer agent as registered shareholders will be recognized and allowed to vote at the Meeting. If a shareholder's Shares are listed in an account statement provided to the shareholder by a broker, in all likelihood those Shares are not registered in the shareholder's name and that shareholder is a Beneficial Shareholder. Such Shares are most likely registered in 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 Depository for Securities, which acts as nominee for many Canadian brokerage firms. Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the Meeting at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

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Regulatory policies require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Corporation (such Beneficial Shareholders are designated as non-objecting beneficial owners, or "NOBOs") or objecting to their Intermediary disclosing ownership information about themselves to the Corporation (such Beneficial Shareholders are designated as objecting beneficial owners, or "OBOs").

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has elected to send the notice of meeting, this Information Circular and a request for voting instructions (a "VIF"), instead of a proxy (the notice of Meeting, Information Circular and VIF or proxy are collectively referred to as the "Meeting Materials") indirectly through Intermediaries to the NOBOs and OBOs. The management of the Corporation does not intend to pay for Intermediaries to forward the Meeting Materials to OBOs. OBOs will not receive the Meeting Materials unless their Intermediaries assume the cost of delivery.

Meeting Materials sent to Beneficial Shareholders are accompanied by a VIF, instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Intermediary (or other registered shareholder) how to vote the Beneficial Shareholder's Shares on the Beneficial Shareholder's behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions ("Broadridge") in Canada. Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. If you have any questions respecting the voting of Shares held through an Intermediary, please contact that Intermediary for assistance.

The purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the Shares which they beneficially own. A Beneficial Shareholder receiving a VIF cannot use that form to vote Shares directly at the Meeting - Beneficial Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Shareholder or their nominee the right to attend and vote at the Meeting.

All references to shareholders in this Information Circular and the accompanying instrument of proxy and notice of Meeting are to registered shareholders unless specifically stated otherwise.

Voting and Discretion of Proxies

The common shares (the "Shares") of the Corporation represented by the Proxies solicited by management of the Corporation pursuant to this Circular will be voted or withheld from voting in accordance with the directions contained therein. If no directions are given, the Shares will be voted FOR the election of management's nominees as directors of the Corporation, FOR the approval of the Stock Option Plan, FOR the approval of the Kinebik Transaction, FOR the adoption of the By-LawNo. 3 and FOR the appointment of management's nominee as auditors of the Corporation and authorizing the directors to fix their remuneration. The Proxy confers discretionary authority on the persons named therein in respect of amendments or variations to the matters referred to in the Notice and in respect of other matters that may properly come before the Meeting, or any adjournment thereof.

As at the date of this Circular, management knows of no such amendments or variations or other matters that may properly come before the Meeting but, if any such amendments, variations or other matters are properly brought before the Meeting, the persons named in the Proxies will vote thereon in accordance with their best judgment.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed below or elsewhere in this Information Circular, the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors:

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1. each person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year;
2. each proposed nominee for election as a director of the Company; and
3. each associate or affiliate of any of the foregoing.

Kinebik Transaction

On May 16, 2023, the Company entered into a property sale agreement, later amended by an amended property sale agreement dated June 9, 2023, with O3 Mining Inc., whereby the Company agreed to sell a 100% interest in its Kinebik property located along the Casa Berardi Trend in Québec to O3 Mining Inc. for aggregate consideration of $50,000 in cash and an aggregate of 88,402 common shares in the capital of O3 Mining Inc. Elijah Tyshynski and Alex Rodriguez, former directors of the Company, are executives of O3 Mining Inc.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended June 30, 2023, together with the auditor's report on those statements thereon, will be presented to the shareholders at the Meeting.

VOTING SECURITIES, RECORD DATE AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of Shares without par value. As at the date of this Circular, 56,891,681 Shares are issued and outstanding. Each Share of the Company carries the right to one vote, and all Shares may be voted at the Meeting.

The record date for the determination of shareholders entitled to receive notice of and vote at the Meeting has been fixed as October 23, 2023. Except as may be otherwise indicated herein and in the Notice, the affirmative vote of a majority of the votes cast at the Meeting is required for approval of each matter set forth in this Circular.

To the knowledge of the directors and senior officers of the Company, no persons or companies beneficially own, or control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company:

ELECTION OF DIRECTORS

The board of directors ("Board") of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders or until their successors are elected or appointed. The management of the Company proposes to nominate the persons listed below (the "Proposed Nominees") for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the Proposed Nominees in this Circular.

MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT, PRIOR TO THE MEETING, ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY MANAGEMENT TO VOTE THE PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTORS.

The following table sets out the names of the Proposed Nominees for election as a director, the province or state and country in which ordinarily resident, the period or periods during which each has served as a director, positions held in the Company, their present principal occupations and number of shares of the Company or shares of any of its subsidiaries beneficially owned by each, or controlled or directed, directly or indirectly as at the date hereof.

Name, Positions with the	Principal Occupation and,	Period from Which	Number of Shares
Company, Province/State	IF NOT at Present an ELECTED Director,	Nominee Has	Beneficially
and Country of Resident	Occupation During the Past Five Years	Been Director	Owned3
Robert Valliant1, 3	Co-Founder and Director of the Company from	June 1989	4,018,996
Ontario, Canada
1989 until present.
Director & Chair

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Name, Positions with the	Principal Occupation and,	Period from Which	Number of Shares
Company, Province/State	IF NOT at Present an ELECTED Director,	Nominee Has	Beneficially
and Country of Resident	Occupation During the Past Five Years	Been Director	Owned3
Andrew Thomson1,2	President & Chief Executive Officer of
Ontario, Canada	April 19, 2021	3,227,859
Palamina Corp.
Director & CEO
Jean-Pierre Janson1,2	Consultant, Richardson Wealth.	May 4, 2004	360,400
Québec, Canada
Director

1. Member of the Audit Committee (the "Audit Committee") of the Company.
2. Member of the Governance and Compensation Committee (the "Governance and Compensation Committee") of the Company.
3. Member of the Technical Committee (the "Technical Committee")
4. Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at October 23, 2023, based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such Shares are held directly.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director:

1. is, as at the date of the Circular, or has been, within 10 years before the date of the Circular, a director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Company) that:
2. 1. was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
   2. was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or
3. is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
4. has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
5. has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
6. has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION AND RELATED MATTERS

In accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations, the Canadian Securities Administrators have issued guidelines on executive compensation disclosure for venture

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issuers as set out in Form 51-102F6V. The objective of the disclosure is to communicate the compensation the Company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision-making process relating to compensation. The disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the Company and will help shareholders of the Company understand how decisions about executive compensation are made. The Company's approach to executive compensation is set forth below.

Compensation of Named Executive Officers and Directors

The Company's compensation philosophy for Named Executive Officers follows three underlying principles:

1. to provide compensation packages that encourage and motivate performance;
2. to be competitive with other companies of similar size and scope of operations so as to attract and retain talented executives; and
3. to align the interests of its executive officers with the long-term interests of the Company and its shareholders through stock related programs.

When determining compensation policies and individual compensation levels for the Company's executive officers, the Company takes into consideration a variety of factors including management's understanding of the amount of compensation generally paid by similarly situated companies to their executives with similar roles and responsibilities; each executive officer's individual performance during the fiscal year; each executive officer's experience, skills and level of responsibility; the executive's historical compensation and performance within the Company; and existing market standards within the mining industry. Management presents its recommendations to the Board of Directors.

Directors are also eligible to receive a rate for consulting services when requested by the Company to provide services not normally considered to be within the scope of Directors' duties. The Board considers that this is appropriate for the Company's current stage of development.

The Board, as a whole, ensures that total compensation paid to all Named Executive Officers (as hereinafter defined) is fair and reasonable.

1. "Named Executive Officer" or "NEO" means each of the following individuals:
2. 1. each individual who served as Chief Executive Officer ("CEO") of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year of June 30, 2023;
   2. each individual who served as Chief Financial Officer ("CFO") of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year of June 30, 2023;
   3. the most highly compensated executive officer of the Company other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and
   4. each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

Over the course of the last two years, the management structure of the Company and compensation paid to the Company's management has included a President, Chairman of the Board, Lead Director, CEO and CFO. The Company's Presidents and Lead Director were paid as employees, while the Chairman, CEO and CFO's were paid as consultants. Director and NEO compensation for the last two fiscal years, including information on appointments and resignations is provided below. See "Director and Named Executive Officer Compensation".

Given the stage in the development of the Company and considering the junior mineral exploration industry as a whole, the Company does not maintain objective performance criteria and goals for its executives. The Board has appointed a Governance and Compensation Committee (hereinafter referred to in this section as the "Committee"). The following sets out the Company's approach to executive compensation.

Elements of NEO Compensation

Compensation Mix

In keeping with the Company's philosophy to link executive compensation to corporate performance and to motivate executives to achieve exceptional levels of performance, the Company has adopted a model that includes both

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base salary and "at-risk" compensation comprised of participation in the Company's Long-Term Incentive Plan (stock options), as described below. Current compensation levels are not necessarily reflective of compensation levels associated with other publicly traded companies.

Cash Salary

The Company's compensation payable to the NEOs is based upon, among other things, the responsibility, skills and experience required to carry out the functions of each position held by each NEO and varies with the amount of time spent by each NEO in carrying out his or her functions on behalf of the Company. Base salary is used to provide the NEOs a set amount of money during the year with the expectation that each NEO will perform his responsibilities to the best of his ability and in the best interests of the Company.

In particular the compensation of the Chief Executive Officer, President, if a retained as a separate position, Chairman and Lead Director was determined by time spent on: (i) the Corporation's current mineral properties, including permitting and community relations; (ii) reviewing potential mineral properties that the Company may acquire and negotiating, on behalf of the Company; and (iii) new business ventures. The Chief Financial Officer's compensation is primarily determined by time spent in reviewing and or preparing the Company's financial statements, compliance reporting and supporting the executive team.

Base salaries are reviewed annually to ensure they reflect each respective executive's performance and experience in fulfilling his or her role and to ensure executive retention.

Long Term Incentive Plan (Stock Options)

The Company has no long-term compensation and incentive plans other than its stock option plan (the "Plan"). The Company's directors, officers, employees and certain consultants are entitled to participate in the Plan. The Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and other employees. The Board believes that the Plan aligns the interests of the NEO and the Board with shareholders by linking a component of executive compensation to the longer-term performance of the Shares.

The Plan is a "rolling" stock option plan, whereby the aggregate number of Shares reserved for issuance shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Plan is consistent with the requirements of the TSX Venture Exchange (the "TSXV") and provides as follows:

1. the maximum aggregate number of Shares that can be issued pursuant to the exercise of options granted under the Plan or otherwise, is 10% of the Company's current issued and outstanding share capital (on a non-diluted basis);
2. stock options granted under the Plan will have an expiry date not to exceed ten (10) years from the date of grant;
3. any stock options granted that expire or terminate for any reason without having been exercised will again be available under the Plan;
4. stock options will vest as required by the TSXV and as may be determined by the administrator of the Plan, or in the absence of such body, the Board;
5. the minimum exercise price of any stock options issued under the Plan will be determined by the Board at the time of grant, subject to the requirements of the TSXV;
6. stock options granted will expire ninety (90) days after an optionee ceases to be involved with the Company, or for any options granted to an individual providing investor relations services, thirty (30) days after the optionee ceases to be involved with the Company;
7. the aggregate number of Shares reserved for issuance under Awards granted to Insiders (as a group) shall not exceed 10% of the issued and outstanding Shares at any point in time, unless the Company has obtained the requisite disinterested shareholder approval;
8. the aggregate number of Awards granted to Insiders (as a group) within a twelve (12) month period shall not exceed 10% of the issued and outstanding Shares calculated at the date an Award is granted to any Insider, unless the Issuer has obtained the requisite disinterested shareholder approval;
9. the Company cannot grant options to any one consultant in any 12-month period which could, when exercised, result in the issuance of shares exceeding 2% of the issued and outstanding Shares of the Company;

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