CANEX Metals : Management Information Circular 2024

CANEX METALS INC.

SUITE 1620, 734 - 7TH AVENUE SW,

CALGARY, ALBERTA, T2P 3P8

TEL.: [phone]

MANAGEMENT INFORMATION CIRCULAR FOR THE

ANNUAL & SPECIAL MEETING TO BE HELD ON AUGUST 6, 2024

INFORMATION REGARDING PROXIES AND VOTING AT THE MEETING

Solicitation of Proxies

This Management Information Circular (the "Management Information Circular") is furnished in connection with the solicitation of proxies by the management of Canex Metals Inc. (the "Corporation") for use at the Annual & Special meeting of the holders of common shares ("Common Shares") of the Corporation (the "Shareholders") to be held at the offices of the Corporation at Suite 1620, 734 - 7th Avenue SW, Calgary, Alberta, on Tuesday, August 6, 2024, commencing at 10:00 a.m. (Calgary time) (the "Meeting"), for the purposes set forth in the Notice of Annual & Special Meeting (the "Notice") accompanying this Management Information Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, internet, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs associated with the solicitation of proxies will be borne by the Corporation. Unless otherwise stated, information contained herein is given as of June 26, 2024.

Appointment of Proxyholders

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is June 26, 2024 (the "Record Date"). Only Shareholders whose names are entered in the Corporation's register of shareholders at the close of business on that date and holders of Common Shares issued by the Corporation after such date and prior to the Meeting will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of his or her Common Shares after such date and the transferee of those Common Shares establishes that he or she owns such Common Shares and demands, not later than ten days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

Accompanying this Management Information Circular is an instrument of proxy for use at the Meeting. Shareholders who are unable to attend the Meeting in person are required to date and sign the enclosed instrument of proxy and return it in the enclosed return envelope. To be voted at the Meeting, all properly executed Forms of Proxy for

Shareholders must be mailed so as to reach or be deposited with the Corporation's Secretary at Suite 1620, 734 - 7th Avenue S.W., Calgary, Alberta T2P 3P8 (facsimile number 403-266-2606) not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment thereof.

The persons designated in the instrument of proxy are directors or officers of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons designated in the accompanying instrument of proxy, to attend at and represent the Shareholder at the Meeting. To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the instrument of proxy and strike out the names of management's nominees or complete another appropriate instrument of proxy.

Signing of Proxy

The instrument of proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. An instrument of proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

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Revocability of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) with the Corporation's Secretary at the address referred to above at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the instrument of proxy is to be used; or (ii) with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. In addition, an instrument of proxy may be revoked: (i) by the Shareholder personally attending the Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the Meeting and voting such securities; or (ii) in any other manner permitted by law.

Voting of Proxies and Exercise of Discretion by Proxyholders

All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the instrument of proxy will be voted in accordance with such instructions. The management designee named in the accompanying Instrument of proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the Meeting. In the absence of such direction, such Common Shares will be voted "FOR" or in favour of the proposed resolutions at the Meeting. The accompanying instrument of proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the Meeting. At the time of printing this Management Information Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the accompanying Notice.

VOTING SHARES AND PRINCIPAL HOLDERS OF COMMON SHARES

Voting of Common Shares - General

Shareholders of record on the Record Date are entitled to receive notice of and attend the Meeting and vote thereat on the basis of one vote for each Common Share held, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.

On the Record Date, of the Corporation's authorized unlimited number of Common Shares, 114,380,737 Common Shares were issued and outstanding as fully paid and non-assessable.

Quorum

Pursuant to the By-Laws of the Corporation ("By-Laws"), a quorum of Shareholders is present at the Meeting irrespective of the number of persons actually present, if two persons are present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a Shareholder so entitled. Pursuant to the Business Corporations Act (Alberta) and the By-Laws, if a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

Voting of Common Shares - Advice to Non-Registered Holders

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a "Non-RegisteredHolder") are registered either:

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

In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101")of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice, this Management Information Circular and the instrument of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service company (such as Broadridge Investor Communications Solutions ("Broadridge")) to forward meeting materials to Non-Registered Holders.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will:

1. have received as part of the Meeting Materials a voting instruction form which must be completed, signed and delivered by the Non-Registered Holder in accordance with the directions on the voting instruction form; voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the Internet at www.proxyvotecanada.com; or
2. less typically, be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. The Non-Registered Holder need not sign this instrument of proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the instrument of proxy and deposit it with the Corporation at Suite 1620, 734 - 7th Avenue S.W., Calgary, Alberta, T2P 3P8, as described above.

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

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and, if necessary, revoke their proxy in accordance with the revocation procedures set above.

Principal Holders of Common Shares

To the knowledge of the directors and senior officers of the Corporation, as of June 26, 2024, no one beneficially owns, directly or indirectly, or exercises control or direction over more than ten percent (10%) of the votes attached to the securities of the Corporation.

Notice-And-Access

The Corporation is not sending the Meeting Materials to Shareholders using "notice-and-access", as defined under NI 54-101.

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PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements and Auditors Report

The financial statements of the Corporation for the year ended September 30, 2023 and the Auditor's Reports thereon will be placed before the Shareholders at the Meeting for their consideration (the "Statements"). These Statements were mailed to all registered Shareholders and all Shareholders who had requested receipt of these Statements. Upon request, the Corporation will promptly provide a copy of the year-end financial statements to a Shareholder free of charge.

Shareholders who wish to receive annual and interim financial statements are encouraged to send the enclosed notice, in the addressed envelope, to the Corporation at Suite 1620, 734 - 7th Avenue S.W., Calgary, Alberta, T2P 3P8.

The Corporation's financial statements are also available on the System of Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedarplus.com. No approval or other action needs to be taken at the Meeting in respect of the Statements.

2. Election of Directors

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the election, as directors, of the nominees whose names are set forth below. It is proposed that the number of directors to be elected at the Meeting will be fixed at five (5). It is intended that each person whose name appears hereunder will be nominated at the Meeting for election as a director of the Corporation to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated. All of the nominees are currently members of the board of directors (the "Board of Directors" or the "Board", and each individual director, a "Director") of the Corporation.

In the event that prior to the Meeting, any vacancies occur on the slate of nominees submitted herewith, it is intended that discretionary authority will be granted to vote proxies solicited by or on behalf of management for the election of any other person or persons as directors. Management is not currently aware that any such nominees would not be willing to serve as Director if elected.

The following table sets out the names of the director nominees; their positions and offices in the Corporation; the province or state and country in which he or she is ordinarily resident; the period of time that they have been directors of the Corporation; principal occupations; and the number of Common Shares which each beneficially owns or over which control or direction is exercised as at the date of this Management Information Circular.

		Principal Occupation or			Number of
				Common Shares
Name, Present Office Held		Employment for the			Beneficially Owned
and Municipality of Residence		Last Five Years		Director Since	and Controlled (2)
Dr. Shane Ebert, Ph.D., P.Geo.		Self-employed		Professional	March 13, 2003	1,351,907
President and Director(1)		Geologist.	President	of Vector
British Columbia, Canada		Resources	Inc.	and	consulting
		geologist 1999 to present. Director
		of Jade Leader Corp. since 2001.
		President and Director of Surge
		Copper Corp.	since	December
		2011 to March 2015 and April
		2011 to	present. Vice-President
		Exploration of Surge Copper from
		March 2015 to present.

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Principal Occupation or

Number of

Common Shares

Name, Present Office Held

Employment for the

Beneficially Owned

and Municipality of Residence

Last Five Years

Director Since

and Controlled (2)

Jean Pierre Jutras, P.Geo.

Self-employed

Professional

October 4, 2000

256,646

Director and Vice-President

Geologist from 1996 to date. Vice-

Alberta, Canada

President and Director of Jade

Leader

Corp.

since

2000

and

President from March 2014 to date.

Gregory Hanks

Self-employed

consultant

from

Sept 19, 2019

488,000

Director(1)

2017 to present. Mr. Hanks holds a

British Columbia, Canada

B.Comm (Honors) with a major in

Finance. He has held a number of

management

and

senior

management

roles

throughout his

more than 25 years in the Financial

Services Industry and has extensive

experience

in commercial

and

industrial lending. He is a past

director

of

Freegold

Ventures

Limited.

Lesley Hayes, MBA

Self-employed

consultant

from

Dec. 6, 1996

111,300

Director(1)

2002 to present. Ms. Hayes is CCO

Alberta, Canada

of Hesse Partners and CEO of

NoDrama

Media,

training

CEOs

and Presidents

with

Young

President's

Organization

and

Entrepreneurs

Organization

in the

US, Canada and internationally.

Blair Schultz

Mr. Schultz brings over 25 years of

May 1, 2022

4,977,000

Director(1)

experience

in

financial,

Ontario, Canada

operational,

project

finance

and

capital markets experience. He held

the position of Interim CEO for

both

1911

Gold

Corp.

(TSXV:AUMB) from June 2018 to

January

2019

and

Eastmain

Resources

Inc. (TSXV:ER)

from

December 2019 to October 2020.

From 2014, Blair has consulted for

and merchant banked a number of

projects under his family office

Schultz Capital.

Notes:

1. Member of the Audit Committee.
2. The information as to the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees.

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Other Directorships

The following Directors are currently directors of other reporting issuers or their equivalent in a domestic or foreign jurisdiction.

Name of Director	Name of Company	Position	Term of Service
Shane Ebert	Jade Leader Corp. (TSXV)	Director	March 2001 - Present
	Surge Copper Corp. (TSXV)	Director	April 2011 - Present
Jean Pierre Jutras	Jade Leader Corp. (TSXV)	Director	October 2000 - Present
		President	March 2014 -Present
Blair Schultz	Solstice Gold Corp. (TSXV)	Director	June 2020 to Present
	1911 Gold Corporation (CVE)	Director	June 2024 to Present

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, to the knowledge of the Corporation, no Director or proposed Director is, or has been within the 10 years to the date of this Management Information Circular, a director or officer of any other corporation that, while such person was acting in that capacity:

1. was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while that person was acting in that capacity;
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, for a period of more than 30 consecutive days, that was issued after the proposed director ceased to act in that capacity, and which resulted from an event that occurred while that person was acting in that capacity; or
3. 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.

Ms. Hayes was a director and officer (CEO) of Crailar Technology Inc. who on November 9, 2015 obtained a Court Order from the Supreme Court of British Columbia pursuant to the Companies' Creditor Arrangement Act. The stay expired on May 31, 2016. The company Petitioned under Chapter 15 of the US Bankruptcy Code in the District of South Carolina on December 21, 2015 and received recognition that the CCAA was the main proceeding. Crailar was further assigned into Bankruptcy on July 5, 2016. The Bowra Group Inc of Vancouver, British Columbia was appointed Trustee in Bankruptcy.

Individual Bankruptcies

No Director or proposed Director is or has, within the ten years prior to the date hereof, 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 that individual.

Penalties or Sanctions

No Director or proposed Director 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. No Director or proposed Director has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed Director.

Conflicts of Interest

The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other issuers, in which case a conflict of interest may arise between their duties as officers and directors of the

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Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Business Corporations Act (Alberta).

3. Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution to approve appointment of BDO Canada LLP, Chartered Accountants, of Calgary, Alberta as auditors of the Corporation at a remuneration to be fixed by the Corporation and to hold such office until the next annual meeting of Shareholders. BDO has served as the Corporation's auditor since November 2013.

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted FOR the re-appointment of BDO Canada LLP as auditors of the Corporation to hold office for the ensuing year at a remuneration to be fixed by the directors.

4. Approval of Stock Option Plan

Pursuant to TSX Venture Exchange ("TSXV") Policy 4.4, corporations that have a rolling stock option plan reserving a maximum of 10% of the issued and outstanding shares of the corporation must receive annual shareholder approval of their stock option plan. In accordance with this policy, the Corporation adopted a stock option plan which was approved by the Shareholders at the Annual and Special Meeting held on May 26, 2023 (the "Plan"). The Plan authorizes the Board to issue options ("Options") to Directors, officers, key employees and others who are in a position to contribute to the future success and growth of the Corporation ("Participants"). The Corporation wishes to continue to use the Plan and is seeking the approval of the Shareholders at this Meeting.

Under the Plan, the aggregate number of Common Shares issuable upon exercise of Options granted thereunder may not exceed 10% of the total number of outstanding Common Shares of the Corporation at the time the Options are granted. Further, the aggregate number of Common Shares issuable upon the exercise of the Options granted thereunder to any one individual may not exceed 5% of the total number of outstanding Common Shares of the Corporation and, in the case of consultants and persons retained to perform investor relation activities, shall not exceed 2% in any 12-month period. Options issued pursuant to the Plan must have an exercise price (must not be less than the Discounted Market Price) not less than that from time to time permitted by the stock exchange on which the Common Shares are then listed. Options granted to any person performing investor relations activities shall at a minimum vest in stages over 12 months with no more than ¼ Options vesting at three months, ¼ Options at 6 months, ¼ Options at 9 months and the remainder of the Options vesting at 12 months. The period during which an option may be exercised shall be determined by the Board at the time the option is granted, subject to any vesting limitations which may be imposed by the Board at the time such option is granted, provided no option shall be exercisable for a period exceeding 10 years for a Corporation. All Options are non-assignable and non-transferable.

The Plan allows a Participant to use a cashless exercise whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Shares underlying the Option. The brokerage firm then sells a sufficient number of Shares, to cover the exercise price and any required withholding tax, of the Option in order to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Shares from the exercise of the Option and the Participant then receives the balance of Shares or the cash proceeds from the balance of such Listed Shares.

The Plan also allows outstanding Options that expire within a formally imposed black out period ("blackout") called by the Corporation will be extended and expire ten (10) business days after the expiry of the blackout period.

The Options granted under the Plan expire on the earlier of the date of the expiration of the option period noted above and must expire 90 days after the date a holder ceases to hold the position or positions of Director, officer, employee or consultant of the Corporation and within 30 days for any optionee engaged in investor relations activities. In the event of the death or permanent disability of a holder, any option previously granted to him shall be exercisable until the end of the option period noted above or until the expiration of 12 months after the date of death or permanent disability of such option holder, whichever is earlier.

In the event of a sale by the Corporation of all or substantially all of its assets or in the event of a change in control of the Corporation, each holder shall be entitled to exercise, in whole or in part, the Options granted to such holder, either during the term of the option or within 90 days after the date of the sale or change of control, whichever first occurs.

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The approval by Shareholders of the Plan requires a favourable vote of a majority of the Common Shares voted in respect thereof at the Meeting.

A total of 11,438,073 Options are currently available for grant under the Plan. A total of 5,147,500 Options are currently granted and outstanding under the Plan and to directors, officers and employees/consultants of the Corporation (at exercise prices of $0.055, $0.06, $0.15 and $0.18 per Common Share). During the year ended September 30, 2023, 400,000 Options at $0.06 per share and expiring July 11, 2026 were granted to three employees/consultants. No Options expired or were exercised during the year ended September 30, 2023.

The Corporation's Option Plan is available on the System of Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedarplus.com.

At the Meeting, the Shareholders will be asked to approve the following resolutions:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

1. the Corporation's stock option plan as amended, as described in the Corporation's Management Circular dated June 26, 2024, as may be amended by the Board of Directors as required by applicable securities regulatory authorities or stock exchanges, is hereby ratified and approved;
2. the form of the plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;
3. the shareholders of the Corporation hereby expressly authorize the Board of Directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and
4. any one director or officer of the Corporation is authorized, on behalf of the Corporation, to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to this resolution."

It is the intention of the persons named in the enclosed instrument of proxy, if not expressly directed otherwise in such instrument of proxy, to vote such proxies FORthe ordinary resolution to approve, ratify and confirm the Plan.

Other Business

The management of the Corporation knows of no matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, the accompanying Instrument of Proxy will be voted on such matters with the best judgment of the person or persons voting the proxy.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following information, dated as of June 26, 2024, is provided in accordance with Form 51-102F6V - Statement of Executive Compensation - Venture Issuers (the "Form"), in such term as defined by National Instrument 51-102.

For the purposes of this Form, a "Named Executive Officer", or "NEO", means each of the following individuals:

1. each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;
2. each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;

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1. in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the 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;

each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

The Named Executive Officers of the Corporation for the year ended September 30, 2023 were Dr. Shane Ebert, President and Ms. Chantelle Collins, Chief Financial Officer. Dr. Ebert billed on an hourly or per diem basis individually or through his controlled company for consulting services in the aggregate amount of $112,175 for fiscal 2023. Ms. Collins billed on an hourly or per diem basis individually or through her controlled company for consulting services in the aggregate amount of $1,950 for fiscal 2023. Other than as described above there were no other Named Executive Officers for the year ending on September 30, 2023, as no other employees earned in excess of $150,000 in fiscal 2023. Named Executive Officers are also eligible to participate in the Corporation's stock option plan (the "Plan") as described herein.

Philosophy and Objectives

The Board of Directors as a whole, including Messrs. Ebert and Jutras (officers of the Corporation), is responsible for approving all compensation paid by the Corporation to its directors and senior officers. Messrs. Ebert and Jutras do not vote with respect to compensation matters affecting them.

The Board is responsible for reviewing and approving the position description for the President, which shall include (a) his authorities and accountabilities; (b) the corporate goals and objectives for which the President shall be responsible; and (c) monitoring the President's performance relative to these goals and objectives.

The President makes recommendations to the Board regarding the position description, corporate goals and objectives as well as the compensation level of the other senior executives of the Corporation.

The Board reviews the President's recommendations respecting compensation of other senior executives of the Corporation, to ensure such arrangements reflect the responsibilities and risk associated with each position. When determining the compensations, the Board considers: (i) recruiting and retaining executives critical to the success of the Corporation and the enhancement of shareholder value; (ii) providing fair compensation based on the nature and scope of the Corporation's business; (iii) balancing the interest of management and the shareholders; (iv) rewarding performance, both on an individual basis and with respect to operations in general. The Corporation's executive officers bill for their services at a base per diem or hourly rate and an executive officer from time to time may receive incentives in the form of stock options.

The Corporation does not have a standard arrangement pursuant to which directors are compensated by the Corporation for their services in their capacity as directors. From time-to-time directors receive grants of stock options, under the Plan.

The Corporation maintains directors' and officers' liability insurance for its directors and officers. The amount of the premium for 2022-23 was $11,115 per annum per year for annual aggregate coverage of $2,000,000 with a deductible of $25,000 for each claim and 2023-2024 was $11,115 per annum per year for annual aggregate coverage of $2,000,000 with a deductible of $25,000 for each claim. The current policy expires June 1, 2025.

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Summary Compensation Table

The following table sets forth information concerning the total compensation paid during the years ended September 30, 2021, 2022 and 2023 to the Named Executive Officers.

					Non-Equity Incentive
		Annual Compensation	Plan Compensation ($)
	Fiscal
	Year		Share-	Option-		Long-
	Ended		Based	Based	Annual	Term	Pension	All Other	Total
Name and	Sept.	Salary	Awards	Awards	Incentive	Incentive	Value	Compensation	Compensation
Principal Position	30	($)	($)	($)	Plans	Plans	($)	($)	($)
Shane Ebert,	2023	Nil	Nil	Nil	Nil	Nil	Nil	$112,175(1)	$112,175
President and	2022	Nil	Nil	$18,400 (2)	Nil	Nil	Nil	$77,350(1)	$95,750
Director	2021	Nil	Nil	$18,984 (3)	Nil	Nil	Nil	$73,500(1)	$92,484
Chantelle Collins	2023	Nil	Nil	Nil	Nil	Nil	Nil	$1,950(1)	$1,950
CFO	2022	Nil	Nil	$6,900(2)	Nil	Nil	Nil	$1,200(1)	$8,100
	2021	Nil	Nil	$5,932(3)	Nil	Nil	Nil	$1,150(1)	$7,082

Note:

1. Represent amounts paid to the individual or his/her controlled corporation for consulting services billed on an hourly or per diem basis.
2. The options were valued using the Black-Scholes Option Pricing model assuming a 5 year term, volatility of 102.32%, a risk free discount rate of 2.75% and a dividend rate of 0%.
3. The options were valued using the Black-Scholes Option Pricing model assuming a 3 year term, volatility of 83.86%, a risk free discount rate of 0.55% and a dividend rate of 0%.

Outstanding Share-Based Awards and Option-Based Awards

No share-based (as opposed to option-based) awards have been granted to the Corporation's Named Executive Officers during the year ended September 30, 2023. No options were granted or repriced during the year ended September 30, 2023 to the Named Executive Officers. See "Approval of Stock Option Plan" on page 7 of this Management Information Circular for a summary of the Plan.

Details of options awarded to Named Executive Officers that were outstanding as at September 30, 2023, are set forth in the following table:

		Option-Based Awards			Share-Based Awards
				Value of		Number of
	Number of				Shares or	Market or
	securities			unexercised		Units of	Payout Value of
	underlying	Option		in-the-		Shares that	Share-Based
	unexercised	Exercise		money		have not	Awards that
Name and Principal	options	Price	Option Expiration	options(1)		Vested	have not Vested
Position	(#)	($)	Date	($)		(#)	($)
Shane Ebert	400,000	$0.15	July 27, 2024	Nil	Nil	Nil
President and	175,000	$0.06	Sept 23, 2024	Nil	Nil	Nil
Director	200,000	$0.18	May 1, 2027	Nil	Nil	Nil
Chantelle Collins	125,000	$0.15	July 27, 2024	Nil	Nil	Nil
CFO	150,000	$0.06	Sept 23, 2024	Nil	Nil	Nil
	75,000	$0.18	May 1, 2027	Nil	Nil	Nil

Note:

1. Value of in-the-money options is calculated as the difference between the closing price of the Common Shares on the TSXV on September 30, 2023, which closing price was $0.04 and the exercise prices of the options multiplied by the number of Common Shares underlying the options.

Incentive Awards - Value Vested or Earned During the Year

The following table summarizes the value of options held by Named Executive Officers that vested during the year ended September 30, 2023.