Fjordland Exploration : Information Circular

1100 - 1111 Melville Street

Vancouver, B.C. V6C 3A8

Tel. [phone]

INFORMATION CIRCULAR

AS AT MAY 8, 2024

This Information Circular is furnished in connection with the solicitation of proxies by the Management of FJORDLAND EXPLORATION INC. (the "Company") for use at the Meeting of the shareholders of the Company (the "Shareholders"), to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. Except where otherwise indicated, the information contained herein is stated as of May 8, 2024.

In this Information Circular, references to the "Company", "we" and "our" refer to Fjordland Exploration Inc. "Common Shares" means common shares without par value in the capital of the Company. "Registered Shareholders" means shareholders whose names appear on the records of the Company as the registered holders of Common Shares. "Non-Registered Shareholders" means shareholders who do not hold Common Shares in their own name. "Intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

THE ENCLOSED PROXY IS BEING SOLICITED BY MANAGEMENT OF THE COMPANY. Solicitations will be made by mail and possibly supplemented by telephone or other personal contact to be made, without special compensation, by regular officers and employees of the Company. The Company will bear all costs of this solicitation. We have arranged to send meeting materials directly to Registered Shareholders, as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the meeting materials to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (objecting beneficial owners). As a result, objecting beneficial owners will not receive the Information Circular and associated meeting materials unless their Intermediary assumes the costs of delivery. The Company is relying on the Notice-and-Access provisions of NI 54-101 to send proxy-related materials to Registered Shareholders or Non-Registered Shareholders in connection with the Meeting.

Appointment and Revocation of Proxies

The persons named in the accompanying form of Proxy (the "Proxy") are Directors or Officers of the Company. If you are a Registered Shareholder, you have the right to attend the meeting or vote by proxy and to appoint a person or company other than the person designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy. Registered Shareholders electing to submit a Proxy may do so by:

1. Completing, dating and signing the enclosed Proxy and returning it to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), by fax in North America at 1- 866-249-7775, or by mail or hand delivery at 9th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Canada;
2. Using a touch-tone phone to transmit voting choices to the toll-free number given in the Proxy. Registered Shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll-free number, the Registered Shareholder's account number and the Proxy Control Number; or

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1. Using the internet through the website of Computershare atwww.investorvote.com. Registered Shareholders who choose this option must follow the instructions that appear on the screen and refer to the enclosed Proxy for the Registered Shareholder's account number and the Proxy Control Number.

In all cases you should ensure the Proxy is received at least 48 hours before the Meeting or the adjournment thereof at which the Proxy is to be used.

Every Proxy may be revoked by an instrument in writing:

1. executed by the Registered Shareholder or by his/her attorney authorized in writing or, where the Registered Shareholder is a company, by a duly authorized officer or attorney of the company; and
2. delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, at which the Proxy is to be used, or to the chairman of the Meeting on the day of the Meeting or any adjournment thereof;

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-RegisteredShareholder, see "Non- Registered Shareholders" below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you vote by proxy, the persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

1. each matter or group of matters identified therein for which a choice is not specified;
2. any amendment to or variation of any matter identified therein;
3. any other matter that properly comes before the Meeting; and
4. exercise of discretion of proxyholder.

Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases those Common shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Non-Registered Shareholder's Intermediary or an agent of that Intermediary. In Canada, the majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co., as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks).

If you have consented to disclosure of your ownership information, you will receive a request for voting instructions from the Company. If you have declined to disclose your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of delivering the meeting materials. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting

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instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada and the United States.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the voting instruction form received from Broadridge in order to ensure that your Common Shares are voted at the Meeting. The voting instruction form supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The voting instruction form sent by Broadridge will name the same persons as the Company's Proxy to represent you at the Meeting. Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your intermediary, you, or a person designated by you (who need not be a Shareholder), may attend the Meeting as Proxyholder for your Intermediary and vote your Common Shares in that capacity. To exercise this right to attend the Meeting or appoint a Proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the voting instruction form. Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder for your Intermediary. The completed voting instruction form or other written instructions must then be returned in accordance with the instructions on the form.

If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting - the voting instruction form must be completed as described above and returned in accordance with its instructions well in advance of the Meeting in order to have the Common Shares voted.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

On May 8, 2024, 82,935,531 common shares without par value were issued and outstanding, each share carrying the right to one vote. At a General Meeting of the Company, on a show of hands, every Shareholder present in person shall have one vote and, on a poll, every Shareholder shall have one vote for each share of which he is the holder.

Only Shareholders of record on the close of business on May 8, 2024 who either personally attend the Meeting or who complete and deliver a Proxy in the manner and subject to the provisions set out under the heading "General Proxy Information" will be entitled to have his or her shares voted at the Meeting or any adjournment thereof.

To the knowledge of the Directors and Senior Officers of the Company, only the following own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company:

Name	Number of Shares	Percentage
Ivanhoe Electric Inc.	14,000,0001	16.9%
450 E. Rio Salado Parkway
Suite 130
Tempe, AZ 85281

114,000,000 shares are held by IVNE BC Holdings Ltd., a private company directly controlled by Ivanhoe Electric Inc.

INTEREST OF CERTAIN PERSONS OR

COMPANIES IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the Directors or Senior Officers of the Company, no proposed nominee for election as a Director of the Company, none of the persons who have been Directors or Senior Officers of the Company since the commencement of the Company's last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, "informed person" means:

1. a director or executive officer of the Company;
2. a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;
3. any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and
4. the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than as set forth herein, no informed person, no proposed director of the Company and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement of the Company's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

STATEMENT OF EXECUTIVE COMPENSATION

1. General Provisions

For the purposes of this Information Circular:

"CEO" of the Company means an individual who served as Chief Executive Officer of the Company, or performed functions similar to a Chief Executive Officer, for any part of the most recently completed financial year;

"CFO" of the Company means an individual who served as Chief Financial Officer of the Company, or performed functions similar to a Chief Financial Officer, for any part of the most recently completed financial year;

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or its subsidiaries;

"executive officer" of the Company means an individual who is the Chairman or Vice-Chairman of the Board, the President, a CEO, a CFO, a Vice-President in charge of a principal business unit, division or function including sales, finance or production, or any other individual who performed a policy-making function in respect of the Company;

"NEO" or "named executive officer" means each of the following individuals:

1. each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
2. each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
3. in respect of the company 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, as determined in accordance with subsection 1.3(5), for that financial year;

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

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

All currency references herein are expressed in Canadian Dollars unless otherwise specified.

1. Compensation Discussion and Analysis

The Company's Compensation Committee, which is comprised of John Sheedy, Robert Cameron and Scott Broughton, is solely responsible for the compensation program for the Company's Named Executive Officers. At the request of the Compensation Committee, other directors may, from time to time, provide recommendations to the Compensation Committee with respect to compensation for the Company's NEOs.

The compensation program's objectives are:

• Attract and retain qualified and experienced executives to drive the continued development of the Company and its current and future mineral exploration assets, thereby creating shareholder value; and
• Provide executives, through independent research and analysis, with appropriate salaries and incentives and encourage the achievement of specific milestones with respect to the development of the Company.

The deliberations of the Compensation Committee are private. Compensation for the Company's NEOs consists generally of: (i) base cash salary or consulting fee; (ii) cash bonus payments for achievement of specific milestones or benchmarks; and (iii) option grants pursuant to the Company's Stock Option Plan. The Company does not provide the NEOs with personal benefits nor does the Company provide any additional compensation to its NEOs for serving as directors of the Company.

At the Meeting, the disinterested shareholders of the Company will be asked to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders confirming and approving the Company's Equity Incentive Plan, a copy of which is attached as Schedule B. The directors of the Company unanimously recommend that shareholders vote in favour of the resolution approving the Equity Incentive Plan. The persons named in the form of proxy accompanying this Circular intend to vote FOR the Equity Incentive Plan, unless the shareholder of the Company who has given such proxy has directed that the shares represented by such proxy be voted against the Equity Incentive Plan. See section in this Circular titled "Particulars of Other Matters To Be Acted Upon - Approval of Equity Incentive Plan".

1. Summary Compensation Tables

James Tuer, President and CEO and Mark T. Brown, are the NEOs of the Company for the purposes of the following disclosure. The compensation for the NEOs and directors of the Company who are not NEOs, directly or indirectly, for the Company's two most recently-completed financial years is as follows:

Table of Compensation (excluding compensation securities)

		Salary,
Name and		Consulting Fee,		Committee or	Value of	Value	Total
	Retainer or		of all other
Position	Year	Commission	Bonus	Meeting Fees	Perquisites	compensation	compensation
		($)	($)	$	($)	($)	($)
James Tuer	Dec 31,	150,000	Nil	Nil	Nil	Nil	150,000
President & CEO	2023
and Director
Dec 31,	150,000	Nil	Nil	Nil	Nil	150,000
	2022
Mark T. Brown	Dec 31,	60,000	Nil	Nil	Nil	Nil	60,000
CFO	2023
	Dec 31,	60,000	Nil	Nil	Nil	Nil	60,000
	2022

			-	6 -
Peter Krag-Hansen	Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
Director	2023
Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
	2022
Victor A. Tanaka	Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
Director	2023
Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
	2022
John Sheedy	Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
Director	2023
Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
	2022
Scott Broughton	Dec 31,	Nil	Nil		Nil	Nil	Nil	Nil
Director	2023
	Dec 31,	Not applicable	Not		Not applicable	Not	Not applicable	Not applicable
	2022	applicable		applicable
Robert Cameron	Dec 31	Nil	Nil		Nil	Nil	Nil	Nil
Director	2023,
	Dec 31,	Not applicable	Not		Not applicable	Not	Not applicable	Not applicable
	2022	applicable		applicable

Note, effective September 13, 2023, Messrs. Peter Krag-Hansen and Victor A. Tanaka ceased to be Directors of the Company. Mr. Scott Broughton was appointed a Director on April 24, 2023 and Mr. Robert Cameron was appointed a Director on September 13, 2023.

The following table discloses all compensation securities granted or issued to each NEO and Director by the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company. No stock options were granted to directors and NEOs during the year ended December 31, 2023.

Compensation Securities

		Number of			Closing
		compensation			price of	Closing
		securities,			security or	price of
		number of		Issue,	underlying	security or
		underlying	Date of	conversion	security on	underlying
Name	Type of	securities, and	issue	or exercise	date of	security at
and	compensation	percentage of	or	price	grant	year end	Expiry
position	security	class	grant	($)	($)	($)	date
James Tuer	Stock Options	800,000	April 27, 2023	$0.06	$0.03	$0.02	April 27, 2028
President and CEO
Underlying Shares	800,000
	% of class	1.0%
John Sheedy	Stock Options	125,000	April 27, 2023	$0.06	$0.03	$0.02	April 27, 2028
Director	Underlying Shares	125,000
	% of class	0.1%
Mark T. Brown	Stock Options	125,000	April 27, 2023	$0.06	$0.03	$0.02	April 27, 2028
CFO	Underlying Shares	125,000
	% of class	0.1%
Scott Broughton	Stock Options	400,000	April 27, 2023	$0.06	$0.03	$0.02	April 27 2028
Director	Underlying Shares	400,000
	% of class	0.5%
Robert Cameron	Stock Options	250,000	April 27, 2023	$0.06	$0.03	$0.02	April 27, 2028
Director	Underlying Shares	250,000
	% of class	0.3%

There were no exercises of compensation securities by NEOs and directors during the most recently completed financial year. There were no exercises of stock options by NEOs and directors during the year ended December 31, 2023.

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There were no re-pricings or cancellations of Stock Options under the Stock Option Plan or otherwise during the year ended December 31, 2023.

The Company has no pension plans that provide for payments or benefits to NEOs and directors.

1. Employment, Consulting and Management Agreements of Directors and NEOs

The Company has in place a consulting agreement with Mark Brown's private company, Pacific Opportunity Capital Ltd., to provide accounting services. James Tuer currently provides consulting services on a monthly basis through 1249606 BC Ltd. Otherwise, the Company has no employment, consulting or management agreements in place with respect to the other directors and NEOs.

There are no triggering events that could lead to possible future payments in respect of any of the directors and NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company's compensation plans under which equity securities of the Company were authorized for issuance at the end of the Company's most recently completed financial year.

	Number of		Number of
	securities to be	Weighted-average
	securities remaining
	issued upon
	exercise price of	available for future
	exercise of
	outstanding options,	issuance under
	outstanding options,
Plan Category	warrants and rights	warrants and rights	equity
	compensation plans
Equity compensation plans
approved by security	6,050,000	$0.09	2,243,553
holders
Equity compensation plans
not approved by security	N/A	N/A	N/A
holders
Total	6,050,000	$0.09	2,243,553

The Company's equity compensation plan consists only of stock options.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company's last completed financial year.

CORPORATE GOVERNANCE DISCLOSURE

General

A summary of the responsibilities and activities and the membership of each of the Committees is set out below. National Instrument 58-201 - Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines, however, the board of directors (the "Board") considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.

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National Instrument 58-101 - Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices, which disclosure is set out below.

1. Independence of Members of the Board

The Company's Board consists of four directors, of whom John Sheedy, Scott Broughton and Robert Cameron are independent based upon the tests for independence set forth in National Instrument 52-110 - Audit Committees ("NI 52-110"). James Tuer, President and CEO, is not considered independent.

1. Management Supervision by the Board

The size of the Company is such that all the Company's operations are conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. The independent directors are able to meet at any time without any members of management including the non-independent directors, being present. Further supervision is performed through the audit committee which is composed of two independent directors who meet with the Company's auditors annually or as required throughout the fiscal year.

1. Participation of Directors In Other Reporting Issuers

The participation of the directors in other reporting issuers is described in the table provided under "Particulars of Matters to be Acted Upon - Elections of Directors" in this Information Circular.

1. Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

1. information respecting the functioning of the Board and committees;
2. access to recent, publicly filed documents of the Company; and
3. access to management.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance; and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

1. Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to Shareholders. The Company has in place a Code of Business Conduct and Ethics, a Whistleblower Policy, and an Insider Trading Policy, attached hereto.

1. Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the mining exploration industry are consulted for possible candidates.

1. Compensation

Compensation paid to NEOs and directors is described in Items B and C of the section entitled "Statement of Executive Compensation".

1. Board Committees

In addition to the Audit Committee, and the Compensation Committee the Board has a Corporate Governance Committee consisting of John Sheedy, Scott Broughton and Robert Cameron. The Corporate Governance Committee reviews corporate policies and has incorporated a code of ethics and conduct for employees to ensure that high business standards are maintained and that the Company is compliant with regulatory requirements.

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1. Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company's development.

AUDIT COMMITTEE DISCLOSURE

NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

The Company's audit committee is governed by an audit committee charter, the text of which is included in Schedule A attached hereto.

The Company's audit committee is comprised of three directors: John Sheedy, Robert Cameron and James Tuer. As defined in NI 52-110, John Sheedy and Robert Cameron are considered "independent" directors and are considered "financially literate"; James Tuer is not independent. The audit committee meets the requirements applicable to a "venture issuer" (as defined in National Instrument 51-102 - Continuous Disclosure Obligations).

The educational background or experience of the respective audit committee members that has enabled each to perform his responsibilities as an audit committee member and has provided the member with an understanding of the accounting principles used by the Company to prepare its financial statements, the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves as well as experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more individuals engaged in such activities and an understanding of internal controls and procedures for financial reporting is as follows:

John Sheedy has over 30 years of investment, transaction and corporate decision-making experience, most recently as Managing Director with the Ontario Teachers' Pension Plan (Teachers') where he spent 16 years as an investor in public markets and in private equity. He has sourced and led investment transactions in multiple sectors, including metals and mining, in Canada, the U.S. and Brazil. Before joining Teachers', John was a partner at a Toronto-based merchant banking fund and a partner at Torys LLP where he practiced corporate and securities law. He has served on the boards of several private and not-for-profit companies and holds the ICD.d designation from the Institute of Corporate Directors. John received a B.A. Hons (Economics) from the University of Western Ontario and an LL.B. from Queen's University.

Robert Cameron has over 30 years of international experience in the mining industry including positions as President and CEO of Valley High Ventures and Bearing Resources Ltd. as well as Vice-President and Manager of exploration for Phelps Dodge Corporation of Canada Limited (a then subsidiary of Freeport McMoRan Copper and Gold Inc.). Additionally Robert has extensive market and finance experience including a term as mining analyst for Research Capital. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia.

James Tuer has over 30 years of experience in the finance and mining industry. He was the founding principal of Hudson Resources Inc., a Canadian-based mining and technology company focused on opportunities in Greenland. During Jamie's 19-year tenure as President, the company developed opportunities in diamonds, rare earths and industrial minerals. Among other things, these activities resulted in the discovery of the largest diamonds ever found in Greenland, the delineation of a significant rare earth 43-101 resource at Sarfartoq, and the development and construction of the 100% owned White Mountain anorthosite mine which is permitted for 50 years and is estimated to be able to sustain over 100 years of activity. Mr. Tuer is a double graduate of Queens University with a Bachelor of Science with Honours, Mechanical Engineering and a Master of Business Administration.

Since the commencement of the Company's most recently completed financial year, the Company's Board has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

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Since the effective date of NI 52-110, the Company has not relied on the exemptions contained in sections

2.4 or 8 of NI 52-110 or an exemption from NI 52-110 in whole or in part, granted under Part 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non- audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non- audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The audit committee has specific policies and procedures for the engagement of non-audit services, as described in its audit committee charter.

In the following table, "audit fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Company to its auditor in each of the last two fiscal years, by category, are as follows:

Financial Year	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
Ending
December 31, 2023	$27,000	$Nil	$1,366.47	$329.40
December 31, 2022	$27,000	$Nil	$8,000	$6,100

The Company is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

PARTICULARS OF MATTERS TO BE ACTED UPON

FINANCIAL STATEMENTS

The audited financial statements of the Company for the financial year ended December 31, 2023, together with the Auditors' Report thereon, will be presented to the shareholders at the Meeting.

ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of Directors at four (4).

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of the Shareholders unless that person ceases to be a Director before then. In the absence of instructions to the contrary the shares represented by proxy will, on a poll, be voted for the nominees herein listed.

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 THE PERSON NAMED IN THE PROXY AS NOMINEE TO VOTE THE SHARES REPRESENTED BY PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTORS.

Management proposes that the number of directors for the Company be determined at four for the ensuing year subject to such increases as may be permitted by the Articles of the Company, and the Management nominees for the Board of Directors and information concerning them as furnished by the individual nominees are as follows: