FPX Nickel : Management Information Circular and Notice of Meeting

320-1155 West Pender Street

Vancouver, BC, Canada V6E 2P4

Tel: [phone]

e-mail: [e-mail]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders (the "Meeting") of FPX Nickel Corp. (the "Corporation") will be held on Wednesday, May 29, 2024 at the hour of 2:00 p.m. (Vancouver time), at the offices of the Corporation, Suite 320 - 1155 West Pender Street, Vancouver, British Columbia, for the following purposes:

1. FINANCIAL STATEMENTS. To receive and consider the Corporation's audited consolidated financial statements as at and for the year ended December 31, 2023 and the auditor's report thereon;
2. SET THE NUMBER OF DIRECTORS. To set the number of directors of the Corporation for the ensuing year at seven;
3. ELECTION OF DIRECTORS. To elect directors of the Corporation to hold office for the ensuing year;
4. RE-APPOINTMENTOF AUDITOR. To re-appoint De Visser Gray LLP, Chartered Professional Accountants, as the Corporation's auditor for the ensuing year and to authorize the directors to fix the auditor's remuneration;
5. APPROVAL OF SHARE COMPENSATION PLAN. To approve an ordinary resolution providing the required annual approval of the Company's Share Compensation Plan as more particularly described in the accompanying Information Circular; and
6. OTHER BUSINESS. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Accompanying this Notice of Meeting is the Corporation's Information Circular, a form of Proxy or Voting Instruction Form, a Financial Statement Request Form and the President's Letter. The accompanying Information Circular provides information relating to matters to be addressed at the Meeting and is incorporated into this Notice.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Beneficial shareholders [being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary")] will be able to attend the Meeting as a guest but will not be able to participate or vote at the Meeting.

The enclosed Proxy is solicited by management but you may amend it, as set out in the Notes to Proxy, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the Corporation's Transfer Agent, Computershare Investor Services Inc., of 100 University Avenue - 9th Floor, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment(s) thereof. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Information Circular accompanying this Notice. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

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If you are a beneficial shareholder and have received these materials through your broker or other Intermediary, please complete and return the voting instruction form or other materials provided to you by your broker or other Intermediary in accordance with the instructions provided therein sufficiently in advance of the deadline specified, to ensure that they are able to provide voting instructions on your behalf. Shareholders who are planning to return the form of proxy or a voting instruction form are encouraged to review the accompanying Information Circular carefully before submitting the form of proxy or voting instruction form.

DATED at Vancouver, British Columbia, Canada as of the 29th day of April 2024.

BY OF THE BOARD

/s/ Martin Turenne

President & Chief Executive Officer

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FPX NICKEL CORP.

Suite 320 - 1155 West Pender Street, Vancouver British Columbia V6E 2P4

INFORMATION CIRCULAR

(Containing information as at April 29, 2024, except as otherwise indicated)

Solicitation of Proxies

This Information Circular (the "Circular") is provided in connection with the solicitation, by or on behalf of the management of FPX Nickel Corp. (the "Corporation"), of proxies to be used at the Annual General and Special Meeting of shareholders of the Corporation to be held at the offices of the Corporation at Suite 320 - 1155 West Pender Street, Vancouver, British Columbia on May 29, 2024 (the "Meeting") at the time and for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors or officers of the Corporation without special compensation, or by the Corporation's transfer agent, Computershare Investor Services Inc., at nominal cost. The cost of solicitation will be borne by the Corporation.

Appointment of Proxy Holder

The individuals named (the "Management's Nominees") in the accompanying form of proxy (the "Proxy") are officers and/or directors of the Corporation. IF YOU ARE A SHAREHOLDER ENTITLED TO VOTE AT THE

MEETING, YOU HAVE THE RIGHT TO APPOINT A PERSON OR COMPANY OTHER THAN THE MANAGEMENT'S NOMINEES 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 STRIKING OUT THE NAMES OF MANAGEMENT'S NOMINEES AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE PROXY OR BY COMPLETING AND DELIVERING ANOTHER SUITABLE FORM OF PROXY. If your Common Shares are held in physical form (i.e. paper form) and are registered in your name, then you are a registered shareholder (a "Registered Shareholder"). However, if, like most shareholders, you keep your Common Shares in a brokerage account, then you are a beneficial shareholder. The manner for voting is different for Registered Shareholders and Beneficial Shareholders (as defined below). The instructions below should be read carefully by all shareholders.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited with the Corporation's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue - 9th floor, Toronto, Ontario, M5J 2Y1, (the "Transfer Agent") at any time up to and including the last business day preceding the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by:

1. completing, dating and signing the enclosed form of Proxy and returning it to the Transfer Agent;
2. using a touch-tone phone to transmit voting choices to the toll-free number indicated in the Proxy. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the holder's account number and the Proxy control number; or
3. using the internet through the website of the Corporation's transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the Proxy control number;
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in all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

NON-REGISTERED SHAREHOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders because the shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (referred to herein as "Beneficial Shareholders") should note that only registered shareholders may vote at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in such shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS Inc. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers' clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

In accordance with 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 of Meeting, this Circular and the Proxy to the clearing agencies and intermediaries for onward distribution to Beneficial Shareholders.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is substantially similar to the form of proxy provided by the Corporation to the registered shareholders. However, its purpose is limited to instructing the registered shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted.

This Circular and accompanying materials are being sent to both Registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-ObjectingBeneficial Owners", or "NOBOs"). Subject to the provision of NI 54-101 issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs.

If you are a Beneficial Shareholder and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. The intermediaries (or their service companies) are responsible for forwarding this Circular and other Meeting materials to each OBO, unless the OBO has waived the right to receive them.

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By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation has notadopted the notice and access procedure described in NI 54-101 and National Instrument 51- 102 - Continuous Disclosure Obligations to distribute its proxy related materials to the Registered Shareholders and Beneficial Shareholders. In addition, the Corporation has not agreed to pay to distribute the proxy-related materials to the OBOs.

Meeting materials sent to Beneficial Shareholders who have not waived their right to receive Meeting materials are accompanied by a request for voting instructions (a "VIF"). This form is provided instead of a Proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Registered Shareholder how to vote on behalf of the Beneficial Shareholder. VIFs whether provided by the Corporation or by an intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit a Beneficial Shareholder to direct the voting of the Common Shares which they beneficially own. If a Beneficial Shareholder who receives a VIF wishes to attend the Meeting or have someone else attend on their behalf, then the Beneficial Shareholder may write the applicable name in the space provided in the VIF, which will grant the Beneficial Shareholder or their nominee the right to attend and vote at the Meeting.

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE REFER TO THE INSTRUCTIONS SET OUT ON THE "REQUEST FOR VOTING INSTRUCTIONS" (VIF) THAT ACCOMPANIES THIS CIRCULAR.

All references to shareholders in this Circular and the accompanying form of Proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise.

VOTING OF PROXIES

The shares represented by a properly executed proxy in favour of persons proposed by management as proxyholders in the accompanying form of proxy will:

1. be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and
2. where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, the management of the Corporation knows of no such amendment, variation or other matter proposed to be presented to the Meeting.

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VOTING SECURITIES AND

PRINCIPAL SHAREHOLDERS OF VOTING SECURITIES

Voting Securities

As at the date of the accompanying Notice of Meeting, the Corporation's authorized capital consists of an unlimited number of common shares without par value of which 314,875,646 Common Shares are issued and outstanding and an unlimited number of first and second preferred shares, none of which have been issued. All Common Shares in the capital of the Corporation carry the right to one vote.

Subject to the provisions of the Business Corporations Act (Alberta), a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote at the Meeting or a duly appointed proxyholder for an absent shareholder so entitled and together holding or representing by proxy not less than 5% of the outstanding Common Shares entitled to vote at the Meeting. For an ordinary resolution that is submitted to a vote at the Meeting, a simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of such a resolution. For a special resolution, two-thirds or the votes cast at the Meeting are required for the resolution to be approved.

Only shareholders of record at the close of business on April 24, 2024, (the "Record Date") who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the Meeting.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders, or who is holding a proxy on behalf of a shareholder who is not present at the Meeting, will have one vote, and on a poll every shareholder present in person or represented by a proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share registered in his or her name on the list of shareholders, which is available for inspection during normal business hours at the offices of the Transfer Agent and will be available at the Meeting.

Principal Shareholders

To the knowledge of the directors and senior officers of the Corporation, as of the date of this Circular, the following persons beneficially own, directly or indirectly, or exercise control or direction over, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation.

Name	Number of Shares (1)	Percentage of Issued Capital
Allyn T. Knoche	36,857,824	11.7%
Peter M.D. Bradshaw	32,081,745	10.2%

1. As of April 29, 2024, the aggregate number of Common Shares owned or controlled by the management and directors of the Corporation and their associates or affiliates as reported by such persons on the SEDI website was 44,014,899 Common Shares, representing 14.0% of the total issued and outstanding Common Shares.

Notice to United States Shareholders

The solicitation of proxies by the Corporation is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), by virtue of an exemption applicable to

proxy solicitations by "foreign private issuers" as defined in Rule 3b-4 promulgated under the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Shareholders in the United States should be aware that such requirements are different than those of the United States applicable to proxy statements under the U.S. Exchange Act.

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MATTERS TO BE ACTED UPON AT THE MEETING

The Meeting will address the following matters:

1. To receive and consider the Corporation's comparative audited consolidated financial statements as at and for the year ended December 31, 2023 and the auditor's report thereon;
2. To set the number of directors of the Corporation for the ensuing year at seven;
3. To elect seven directors of the Corporation to hold office until the close of the next annual general meeting of shareholders;
4. To re-appoint DeVisser Gray LLP as the auditor of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
5. To approve the Company's Share Compensation Plan, as required annually by the policies of the TSX Venture Exchange (the "TSXV"), and
6. To transact such other business as may properly come before the Meeting or any adjournment thereof.
   Determination of the Number of Directors

The authority to determine the number of directors of the Corporation rests with the shareholders. The Corporation's By-Laws provide that the number of directors, excluding additional directors, may be fixed or changed from time to time by ordinary resolution, but the Corporation's Articles of Incorporation stipulate the Board shall consist of a minimum of three directors and a maximum of ten directors. At the Meeting, seven director nominees will be proposed for election as directors of the Company. FPX Nickel is asking shareholders at the Meeting to pass with or without variation an ordinary resolution to set the number of directors for the ensuing year at seven.

The Board recommends that shareholders vote FOR the ordinary resolution to fix the Board size at seven members. Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote FOR the ordinary resolution to fix the Board size at seven members.

Election of Directors

Under the By-laws of the Corporation, directors of the Corporation are elected annually. Each director will hold office until the next annual meeting of the shareholders of the Corporation or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with the By-laws.

William W. Myckatyn, currently a director of the Company, is not standing for re-election at the Meeting and is therefore not a nominee. Since joining the FPX Board in 1999, Mr. Myckatyn has made a significant and valued contribution to the Company through his business acumen and experience. FPX Nickel thanks Mr. Myckatyn for his services to the Company and its shareholders. Because Mr. Myckatyn is a director as at the date of this document, all disclosure regarding the current Board, including the section regarding director compensation, includes Mr. Myckatyn.

Majority Voting Policy

On March 27, 2014, the Board adopted a Majority Voting policy that requires that any nominee for director who

receives a greater number of votes "withheld" than votes "for" his or her election as a director shall submit his or her resignation to the Nominating Committee of the Board (for the purposes of this section, the "Committee") for consideration promptly following the meeting of shareholders. This policy applies only to uncontested elections, meaning elections where the number of nominees for directors is equal to the number of directors to be elected. The Committee shall consider the resignation and shall provide a recommendation to the Board. The Board will consider the recommendation of the Committee and determine whether to accept the resignation within 30 days of the applicable meeting of shareholders and a news release will be issued by the Corporation announcing the Board's determination. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation shall be accepted.

Shareholders should note that, as a result of the Majority Voting policy, a "withhold" vote is effectively the same as a vote against a director nominee in an uncontested election.

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Advance Notice Policy

The Corporation has adopted an advance notice policy (the "Policy") which provides among other things, that any additional director nominations for an annual general meeting must be received by the Corporation not less than 30 days nor more than 65 days prior to the date of the meeting. As no nominations were received by April 27, 2024, being 10 days after the date of the Meeting was announced, Management's nominees for election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.

Director Nominees

The following disclosure sets out the names, province or state and country of residence of the Nominees for election as directors, the offices they hold within the Corporation, their principal occupations, business or employment and, if not a previously elected director, occupation during the preceding five years, and the number of shares of the Corporation, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular. The information given in the table as to principal occupations and shares owned was furnished by each Nominee.

Dr. Peter M.D. Bradshaw, P.Eng

Non-executive Chairman

British Columbia, Canada

Director since: July 11, 1996

Dr. Bradshaw serves as the Chair of the Board. He is a co-founder of the Company, previously having served as the President and Chief Executive Officer of FPX Nickel prior to February 13, 2012. Dr. Bradshaw is a geologist with over 45 years of experience in international mineral exploration across 30 countries with Barringer Research, Placer Dome and Orvana Minerals. He was a driving force behind the formation of the Mineral Deposit Research Unit (MDRU) and is the driving force behind the Bradshaw Research Institute for Minerals & Mining (BRIMM) at the University of British Columbia (UBC), both highly successful, industry-UBC research collaboration founded in 1989 and 1917, respectively. Dr. Bradshaw is a member of the Canadian Mining Hall of Fame and obtained a PhD (Economic Geology) from Durham University in England.

Board Committee Membership

Nominating Committee

Securities Beneficially Owned or Controlled or Directed as of the date hereof

Common Shares	Stock Options	Restricted Share Units
32,081,745	1,780,000	140,000

Kim Baird

Director

British Columbia, Canada Director since: February 7, 2024

Ms. Baird was appointed a Director of the Company on February 7, 2024. Ms. Baird is a strategic advisor with over 25 years of experience working with Indigenous communities, governments, business and other organizations. Since 2013, she has held the role of owner/consultant of Kim Baird Strategic Consulting and also currently acts as the Chancellor of Kwantlen Polytechnic University, Interim Chief Administrative Officer for the Tsawwassen First Nation, and director of the Canada Infrastructure Bank. Ms. Baird is a member of both the Order of Canada and Order of British Columbia.

Board Committee Membership

None

Securities Beneficially Owned or Controlled or Directed as of the date hereof

Common Shares	Stock Options	Restricted Share Units
None	None	140,000

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Anne Currie	Ms. Currie serves as a Director of the Company. Ms. Currie has over 35 years of
Director	experience in the private and public sector, having been involved in the permitting
of major Canadian mining projects, including the KSM, Brucejack, Kemess
British Columbia, Canada	Underground and Blackwater projects in British Columbia. Former roles held
include senior partner with leading global consultancy Environmental Resources
	Management (ERM), and as British Columbia's Chief Gold Commissioner, the chief
Director since: April 11, 2022	regulatory authority for the Mineral Tenure Act.
	Board Committee Membership
	Audit Committee, Corporate Governance & Sustainability Committee (Chair),
	Nominating Committee
Securities Beneficially Owned or Controlled or Directed as of the date hereof
Common Shares	Stock Options		Restricted Share Units
100,000	490,000		140,000
James Gilbert, MBA	Mr. Gilbert serves as a Director of the Company. Mr. Gilbert has over 30 years of
Director	experience in investment and transaction execution, in the international mining and
metals industry. Previous roles held include senior management positions with
New Jersey, United States	Rothschild, Gerald Metals Inc., and Minera S.A., a private mining investment
company. His experience covers mergers and acquisitions, debt and equity
	financing, off-take and specialty refining agreements, joint venture negotiations and
Director since: February 13, 2012	strategic marketing.
	Board Committee Membership
	Audit Committee (Chair), Compensation Committee, Nominating Committee
Securities Beneficially Owned or Controlled or Directed as of the date hereof
Common Shares	Stock Options		Restricted Share Units
1,190,884	940,000		140,000
Peter Marshall, P.Eng	Mr. Marshall serves as a Director of the Company. Mr. Marshall is a Professional
Director	Engineer (P.Eng) with over 30 years of	experience in mine development and
construction. He currently is the President of P.J. Marshall Consulting. His former
British Columbia, Canada	roles include VP Project Development for New Gold and SVP Project Development
for Terrane Metals. He has extensive experience developing mines in central British
	Columbia, including completion of the Blackwater Gold Project feasibility study for
Director since: September 6, 2017	New Gold and development and early construction of Mt. Milligan copper-gold
mine.
	Board Committee Membership
	Corporate Governance & Sustainability Committee, Compensation Committee,
	Nominating Committee
Securities Beneficially Owned or Controlled or Directed as of the date hereof
Common Shares	Stock Options		Restricted Share Units
848,395	1,090,000		140,000

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Robert Pease, P.Geo	Mr. Pease serves as a Director of the Company. Mr. Pease is a Professional Geologist
Director	(P.Geo) with over 40 years of experience in exploration, mine development and
construction. Mr. Pease founded Terrane Metals Corp. in 2006, which developed the
British Columbia, Canada	Mt. Milligan copper-gold project in central British Columbia, through final
feasibility and the commencement of project construction, before Terrane's
	acquisition by Thompson Creek Metals Company for $650 million in 2010. He
Director since: November 21, 2017	currently serves as a director of Liberty Gold Corp. and Endurance Gold Corp.
	Board Committee Membership
	Audit Committee, Corporate Governance & Sustainability Committee,
	Compensation Committee (Chair), Nominating Committee
Securities Beneficially Owned or Controlled or Directed as of the date hereof
Common Shares	Stock Options		Restricted Share Units
1,958,300	1,090,000		140,000
Martin Turenne, CPA, CA	Mr. Turenne is the President and CEO of the Company and serves as a Director. Mr.
President, Chief Executive Officer and	Turenne is a Chartered Professional Accountant (CPA, CA) with over 15 years of
experience in the commodities industry. He	previously held the role of Chief
Director
Financial Officer of the Company prior to his appointment as President and CEO in
British Columbia, Canada	2015. He has extensive experience in strategic management, fundraising, economic
analysis, financial reporting, regulatory compliance and corporate tax.
Director since: July 14, 2017	Board Committee Membership
Nominating Committee
Securities Beneficially Owned or Controlled or Directed as of the date hereof
Common Shares	Stock Options		Restricted Share Units
6,203,519	1,880,000		600,000

The Corporation does not have an executive committee of its Board. Pursuant to National Instrument 52-110 - Audit Committees ("NI 52-110"), the Corporation is required to have an Audit Committee of its Board of Directors. The members of the Audit Committee as of April 29, 2024 are James Gilbert, Anne Currie and Robert Pease, each of whom is an independent director. NI 52-110 also requires companies to provide disclosure with respect to their audit committee including the text of the audit committee's charter and the fees paid to the external auditor. This information is set out in the Corporation's Annual Information Form ("AIF") dated April 26, 2024 under the heading "Information on Audit Committee". The AIF was filed under the Corporation's Profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) website, www.sedarplus.caon April 26, 2024.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Corporation acting solely in such capacity.

Management recommends a vote FOR the nominees listed herein. In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy FOR the nominees listed herein. Management does not contemplate that any of the nominees will be unable to serve as a director.

Corporate Cease Trade Orders or Bankruptcies

As at the date of the Circular, or within 10 years before the date of the Circular, none of the directors or executive officers of the Corporation is or was a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

1. was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or
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