YANGAROO : 2024 – Notice and Information Circular

360 Dufferin Street, Suite 320, Toronto, Ontario, Canada M6K 3G1

Tel: [phone] Fax: [phone]

www.yangaroo.com

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that Yangaroo Inc. (the "Corporation") is conducting a virtual only shareholders' meeting (the "Meeting") on June 27, 2024, at 4pm EDT. Registered shareholders and duly appointed proxyholders (as described in this management information circular dated May 14, 2024 [the "Circular"]) can attend the Meeting online at http://www.meetnow.global/MFUSVJHto participate, vote, or submit questions during the Meeting's live webcast.

The Meeting will be held for the following purposes, as further described in the accompanying Circular:

1. To receive and consider the audited financial statements of the Corporation for the year ended December 31, 2024, together with the report of the auditors thereon;
2. to fix the board of directors at three (3);
3. to elect three (3) directors;
4. to appoint Baker Tilly WM LLP as auditors of the Corporation and to authorize the directors to fix the auditor's remuneration; and
5. to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The Circular, which accompanies this Notice or can be obtained as described below, contains details of the matters to be dealt with at the Meeting. A form of proxy accompanies this Notice. Shareholders are referred to the Circular for more detailed information with respect to matters to be considered at the Meeting and for the full text of the resolutions, beginning on page 19 of the Circular.

INFORMATION ABOUT THE MEETING

The Meeting will be held in a virtual meeting format only. Registered Shareholders and duly appointed proxyholders will be able to participate in the Meeting in real time through a web-based platform. You may attend the Meeting by joining the live webcast online at http://www.meetnow.global/MFUSVJH. You should allow sufficient time to join the Meeting to ensure compatibility and complete the related procedures. Information on how to attend and participate at the Meeting is included in the Circular.

RECORD DATE: The record date (the "Record Date") for determination of shareholders entitled to receive notice of and to vote on the matters before the Meeting is the close of business on May 14, 2024. Only the registered shareholders (the "Registered Shareholders") whose names have been entered in the register of holders of common shares of the Corporation on the close of business on the Record Date are entitled to receive notice of and to vote on the matters before the Meeting. Each Registered Shareholder will be entitled to one vote for each Share.

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

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which will not include a paper copy of the Circular. Shareholders with questions about notice and access can contact Computershare Investor Services Inc. toll free at 1-866-964-0492 or by going to www.computershare.com/noticeandaccess.

WEBSITES WHERE MEETING MATERIALS ARE POSTED: The applicable online under the Corporation's profile at www.sedarplus.ca or website at:relations/

Meeting Materials can be viewed https://yangaroo.com/investor-

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS: Requests for paper copies must be received at least 10 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the applicable Meeting Materials in advance of the proxy deposit date and Meeting. Shareholders who wish to receive paper copies of the applicable Meeting Materials may request copies from the Corporation by calling toll free at 1-855-534-0607.Meeting Materials will be sent to such shareholders within three business days of their request if such requests are made before the Meeting.

The Corporation has determined that those shareholders with existing instructions on their account to receive a paper copy of the Corporation's meeting materials will receive paper copies of the applicable Meeting Materials with this notification. Shareholders may revoke their existing instructions by contacting the service provider who services their account. Shareholders may request paper copies of the applicable Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on www.sedarplus.ca.

METHODS OF VOTING:

Registered Shareholders. You are a Registered Shareholder if your name appears on a share certificate or a Direct Registration System statement confirming your holdings. If you are a Registered Shareholder, you have received a "Form of Proxy" for this Meeting. A Proxy can be submitted to Computershare either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The Proxy must be deposited with Computershare by no later than 4 p.m. EDT on June 25th, 2024, or if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. If a Registered Shareholder who has submitted a Proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Registered Shareholder on a ballot will be counted and the submitted Proxy will be disregarded.

Non-Registered Shareholders. You are a non-registeredshareholder ("Non-Registered Shareholder") if your common shares of the Corporation are held through an intermediary (broker, trustee or other financial institution). If you are a Non-RegisteredShareholder, you have received a "Voting Instruction Form" for this Meeting. Please make sure to follow instructions on your Voting Instruction Form to be able to attend and vote at this Meeting, which must be returned prior to 4:00 p.m. (EST) on Monday, June 24th, 2024 or if the Meeting is adjourned, by no later than 72 hours (excluding Saturdays, Sundays and holidays) before any adjourned meeting.

DATED at Toronto, Ontario, this 14th day of May, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Grant Schuetrumpf"

Chief Executive Officer

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YANGAROO INC.

Management Information Circular

SOLICITATION OF PROXIES

This management information circular (the "Circular") is furnished in connection with the solicitation by the management of YANGAROO Inc. (the "Corporation") of proxies for use at the annual meeting of shareholders of the Corporation (the "Meeting") to be held on 4:00 p.m. EDT on June 27, 2024, and at any adjournment thereof, for the purposes set forth in the Notice of Meeting (the "Notice"). The solicitation will be primarily by mail, but directors, officers, employees or representatives of the Corporation may also solicit proxies personally or by telephone. All costs of solicitation will be borne by the Corporation. The information contained herein is given as at May 14th, 2024, unless otherwise indicated.

The record date (the "Record Date") for determination of shareholders entitled to receive notice of and to vote at the Meeting is the close of business on May 14, 2024. Only the registered shareholders whose names have been entered in the register of holders of common shares of the Corporation (the "Common Shares") on the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. Each shareholder will be entitled to one vote for each Share.

All dollar amounts in this Circular are in United States dollars, except where otherwise indicated.

ATTENDING THE MEETING ONLINE

The Meeting will be held in a virtual meeting format only. Shareholders and duly appointed proxy holders will be able to participate in the Meeting in real time through a web-based platform. You may attend the Meeting by joining the live webcast online at http://www.meetnow.global/MFUSVJH.

Attending and voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking "Shareholder" and entering a control number ("Control Number") or an invite code ("Invite Code") before the start of the Meeting.

• Registered Shareholders: the 15-digit Control Number is located on the Form of Proxy or in the email notification you received.
• Duly Appointed Proxyholders: Computershare Investor Services Inc. ("Computershare") will provide the proxyholder with an Invite Code after the voting deadline has passed.

Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting may login as a guest, by clicking on "Guest" and complete the online form; however, they will not be able to vote or submit questions.

Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual Meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy or Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting.

The virtual meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). We encourage you to access the Meeting prior to the start time. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

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APPOINTMENT OF PROXIES

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy or Voting Instruction Form, as applicable. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the meeting.

To register a proxyholder, Shareholders MUST visit www.computershare.com/appointeeby June 25, 2024 at 4pm EDT and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a Invite Code via email. Without an Invite Code, proxyholders will not be able to attend and vote at the Meeting.

PARTICIPATING IN THE MEETING

The meeting will only be hosted online only by way of a live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information Shareholders will need to attend the virtual Meeting is provided below.

• Registered Shareholders and duly appointed proxyholders: Only those who have a 15-digitcontrol number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare, will be able to vote and submit questions during the Meeting. See section entitled "Attending the Meeting Online" for additional information.
• United States Beneficial Shareholders: To attend and vote at the Meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the meeting. Follow the instructions from your broker or bank included with the Proxy materials or contact your broker or bank to request a Legal Form of Proxy. After first obtaining a valid Legal Proxy from your broker, bank or other agent, you must submit a copy of your Legal Proxy to Computershare in order to register to attend the meeting. Requests for registration should be sent:

By mail to:	COMPUTERSHARE
	100 UNIVERSITY AVENUE 8TH FLOOR
	TORONTO, ON M5J 2Y1
By email at:	[e-mail]

Requests for registration must be labeled as "Legal Proxy" and be received no later than June 25, 2024 at 4pm EDT. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at http://www.meetnow.global/MFUSVJHduring the Meeting. Please note that you are required to register your appointment at www.computershare.com/appointee.

VOTING AT THE MEETING

1. Registered Shareholder (or a Non-Registered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the Meeting, will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this Meeting. To be able to vote their shares at the Meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at http://www.meetnow.global/MFUSVJHprior to the start of the Meeting.

Computershare at www.computershare.com/appointeeAFTER submitting their voting instruction form in order to

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receive an Invite Code (please see the information under the headings "Appointment of proxies" below for details).

VOTING INSTRUCTIONS

Registered Shareholders

Registered Shareholders whose names are shown on the books or records of the Corporation as owning common shares of the Corporation ("Common Shares"), can vote their Common Shares by completing and returning the form of proxy included with the Circular, as indicated below.

A Proxy can be submitted to Computershare either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The Proxy must be deposited with Computershare by no later than 4 p.m. EDT on June 25th, 2024, or if the meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. If a Shareholder who has submitted a Proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted Proxy will be disregarded.

Non-Registered Shareholders

In the Circular and the enclosed form of proxy and Notice, all references to shareholders are to Registered Shareholders of Common Shares. Only Registered Shareholders of Common Shares, or the persons they appoint as their proxies, are permitted to vote as indicated above. Common Shares beneficially owned by a holder (a "Non-RegisteredShareholder" or "Beneficial Owner") are registered either:

• in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or
• in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

There are two kinds of Non-Registered Shareholders, those who object to their name being made known to the Corporation, referred to as objecting beneficial owners ("OBOs"), and those who do not object to being known by the Corporation, referred to as non-objecting beneficial owners ("NOBOs"). In accordance with the requirements as set out in National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators ("NI 54-101"), the Corporation has distributed copies (utilizing the Notice-and- Access Provisions) of the Notice of Meeting, this Circular, the form of proxy and the supplemental mailing list return card (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Beneficial Owners, via Broadridge Canada in Canada and Broadridge US in the United States.

Non-Objecting Beneficial Owners ("NOBOs")

Under NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries through their transfer agent, namely Computershare Trust Company of Canada ("Computershare") in this case. We may use this NOBO list for the distribution of Meeting Materials to NOBOs. We have decided not to take advantage of the provisions of NI 54-101 that permit us to directly deliver the Meeting Materials to our NOBOs. As a result, NOBOs can expect to receive a scannable VIF from Broadridge. These VIFs are to be completed and returned to Broadridge in the envelope provided for that purpose. In addition, Broadridge provides for both telephone voting and internet voting as described in the VIF, which contains complete instructions. Broadridge will tabulate the results of the VIFs received from

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NOBOs and will provide appropriate instructions to Computershare prior to the Meeting with respect to the shares represented by the VIFs it receives.

Objecting Beneficial Owners ("OBOs")

Intermediaries are required to forward Meeting Materials to OBOs unless an OBO has waived the right to receive them. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

1. be given a proxy who has already been signed by the Intermediary (typically by a facsimile, stamped signature) and is restricted as to the number of Common Shares beneficially owned by the OBO but which is otherwise not completed. This form of proxy need not be signed by the OBO. In this case, the OBO who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Transfer Agent, by mail addressed to Computershare, Attention: Proxy Department, 100 University Ave., 8th Floor, Toronto, ON M5J 2YI, as applicable, or with the Chairman of the Corporation; or
2. is given a voting instruction form ("VIF") which must be completed and signed by the OBO in accordance with the directions on the VIF (which may in some cases permit the completion of VIF by telephone, internet or facsimile).

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own.

REVOCATION OF PROXIES

A Registered Shareholder who has given a proxy has the power to revoke it as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy and may do so (1) by delivering another properly executed proxy bearing a later date and depositing it as aforesaid, including within the prescribed time limits noted above; (2) by depositing an instrument in writing revoking the proxy executed by the shareholder or by the shareholder's attorney authorized in writing (i) at the registered office of the Corporation, 360 Dufferin Street, Suite 320, Toronto, ON M6K 3G1 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 (ii) with the Chairman of the Meeting, prior to its commencement, on the day of the Meeting or any adjournment thereof; (3) by attending the Meeting in person (meaning, by telephone only) and so requesting; or (4) in any other manner permitted by law. A Non-Registered Holder may revoke a proxy or a waiver of the right to receive Meeting Materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a proxy or of a waiver of the right to receive Meeting Materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

VOTING AND DISCRETION OF PROXIES

On any ballot that may be called for, the Common Shares represented by proxies in favour of the persons named by management of the Corporation will be voted for or against, or voted for or withheld from voting on, the matters identified in the proxy, in each case in accordance with the instructions of the shareholder. In the absence of any instructions on the proxy, it is the intention of the persons named by management in the accompanying form of proxy to vote (a) FOR the fixing of the board at three (3); (b) FOR the election of each of management's nominees as directors; (c) FOR the appointment of management's nominee as auditor; and (d) in accordance with management's recommendations with respect to amendments or variations of the matters set out in the Notice or any other matters which may properly come before the Meeting. The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations of the matters identified in the Notice or any other matters that may properly come before the Meeting. As at the

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date of this Circular, management of the Corporation knows of no such amendments, variations or other matters that may properly come before the Meeting other than the matters referred to in the Notice.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

As at the date of this Circular, the authorized capital of the Corporation consisted of an unlimited number of Common Shares, of which 62,437,140 Common Shares were issued and outstanding.

A holder of record of Common Shares as at the close of business on May 14, 2024 (the "Record Date") is entitled to one vote for each Share held by such holder. The affirmative vote of a majority of the votes cast at the Meeting is required for approval of each matter set forth in this Circular.

In accordance with the Business Corporations Act (Ontario), the Corporation will prepare a list of holders of Common Shares on the Record Date. Each holder of Common Shares named in the list will be entitled to vote the Common Shares shown opposite such holder's name on the list at the Meeting.

As at the date of this Circular, to the knowledge of the directors and executive officers of the Corporation, no person beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the Common Shares other than: (a) Ingalls and Snyder LLC which holds 15,541,497 shares as agent on behalf of its clients (as reported on www.SEDI.ca), and one such client, being; (b) H. Shepard Boone, a nominee for election to the board of directors of the Corporation, who also beneficially holds 10% or greater of the Common Shares individually or in concert with third parties (10,119,000 as reported on www.SEDI.ca).

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CORPORATE GOVERNANCE DISCLOSURE

Introduction

The Board believes that effective corporate governance contributes to improved corporate performance and enhanced shareholder value. The Board has reviewed the corporate governance best practices identified in National Policy 58- 201 - Corporate Governance Guidelines and National Instrument 58-101 - Disclosure of Corporate Governance Practices (collectively, the "CSA Guidelines"). The Board is committed to ensuring that the Corporation follows best practices. The Corporation's specific disclosure relative to these guidelines is set out below.

Board of Directors

The responsibility of the Board is to supervise the management of the business and affairs of the Corporation in accordance with the best interests of the Corporation and all of its shareholders. In discharging its responsibility, the Board reviews the performance of the President and CEO, the CFO, the CTO, and the Senior Vice President, Advertising, and oversees and reviews the development and implementation of the following significant corporate plans and initiatives:

• the Corporation's strategic planning and budgeting process;
• succession planning, including appointing, training and monitoring senior management; and
• the Corporation's public communications policies and continuous disclosure record.

The Board meets at least four times a year and more frequently if required. In addition, the Board took various actions by written resolution.

Board Composition

The Board was composed of four directors for the year ended December 31, 2023. All directors are elected annually. In addition to Grant Schuetrumpf, the directors of the Corporation during the year ended December 31, 2023 were Philip Benson, Anthony Miller and H. Shepard Boone.

Messrs. Benson, Miller and Boone are considered "independent directors" pursuant to National Instrument 52-110- Audit Committees ("NI 52-110"). In determining whether a director is independent, the Board considers the specific circumstances of a director and the nature of any relationship between the director and the Corporation. As Mr. Schuetrumpf is an executive officer of the Corporation, he is not considered "independent".

Directorships

No directors of the Corporation are also directors of other reporting issuers, other than as indicated below:

Name	Reporting Issuer	Trading Symbol
Philip Benson	Fraser Mackenzie Accelerator Corp.	FMAC.P-V

Ethical Business Conduct

The Corporation has implemented a written Code of Ethics (the "Code"). All directors, officers, employees and consultants of the Corporation are expected to be familiar with the Code and to adhere to those principles and procedures set forth in the Code that apply to them. The Board is ultimately responsible for the application of the Code to the affairs of the Corporation.

The directors are also required by abide by all relevant regulatory rules and regulations and the policies of the TSXV. Directors and officers are required to declare any conflicts of interest or any other situation that could represent a potential violation of any applicable rules and regulations. Directors are also encouraged to exercise their independent

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judgment. If a director has a material interest in any transaction or agreement that the Company proposes to enter into, such director is expected to disclose such interest to the Board in compliance with the applicable laws, rules and policies which govern conflicts of interest in connection with such transaction or agreement. Further, any director who has a material interest in any proposed transaction or agreement will be excluded from the portion of the Board meeting concerning such matters and will be further precluded from voting on such matters.

Nomination of Directors

Currently, the Board does not have a nominating committee. The Board as a whole identifies and recommends for nomination candidates for election as directors. While no formal nomination procedures are in place, the Board does review the experience and performance of nominees for election to the Board. The Board looks at the education and experience of prospective candidates, with attention paid to those areas of expertise that could complement and enhance current management. The Board also assesses any potential conflicts, independence or time commitment concerns that the candidate may present.

Compensation

The Corporation has a Compensation Committee. Generally, the Compensation Committee assists the Board in carrying out its responsibilities relating to personnel matters, including performance, compensation and succession. The Compensation Committee develops tailored objectives for members of management such as the President and CEO, CTO and CFO, based on broader Company goals, as well as for other individuals, reviewing and making recommendations to the Board with respect to employee and contractor compensation arrangements including stock options and management succession planning. During the year ended December 31, 2023 and at this time, given the size of the Board of the Corporation, all independent directors comprise the Compensation Committee, with the non- independent (executive) member excluded from the Compensation Committee.

Even if management is invited to a meeting of the Compensation Committee, all or a part of each meeting is held without management present, including for the purpose of specifically discussing the proposed allocation of stock options to the Chairman and individual Board members, incentive bonus plans and salary proposals. The members of the Committee during the year ended December 31, 2023 were Mr. Boone (Chair), Mr. Benson and Mr. Miller.

Board Committees

The Board does not have any standing committees other than the Audit Committee and the Compensation Committee. Given the size of the Corporation, the Board has not established a Corporate Governance Committee or other standing committees, however in the event of an increase in the size of the Board in the future, the Board will consider forming a Corporate Governance Committee. In addition, the Board may in the future form ad hoc committees, as necessary.

Assessments

The Board as a whole is responsible for assessing the effectiveness of the Board, the individual directors and its committees. The Board has not implemented a formal process for assessing its effectiveness. As a result of the Corporation's size, the Board has considered a formal assessment process to be unnecessary at this time but will continue to consider this in the future.

Shareholder Feedback

The Board believes that management should speak for the Corporation in its communications with shareholders and others in the investment community and that the Board should be satisfied that appropriate investor relations programs and procedures are in place. Management communicates regularly with shareholders and others in the investment community to receive and respond to shareholder feedback.

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The Board regularly reviews the Corporation's major communications with shareholders and the public, including management discussion and analysis, financial statements and management information circulars.

Expectations of Management

The Board believes that it is appropriate for management to be responsible for the development of long-term strategies for the Corporation. Meetings of the Board are held, as required, to specifically review and deal with long-term strategies of the Corporation as presented by senior members of management.

The Board appreciates the value of having selected senior officers attend Board meetings to provide information and opinions to assist the directors in their deliberations. The Chair arranges for the attendance of senior officers at board meetings in consultation with the CEO.

AUDIT COMMITTEE DISCLOSURE

NI 52-110 requires the Corporation, as a venture issuer, to disclose annually in the Circular certain information concerning the constitution of its audit committee (the "Audit Committee") and its relationship with its independent auditor, as set forth in the following.

Charter

A copy of the charter of the Audit Committee, which governs the Audit Committee, is attached to this Circular as Schedule "A". The Audit Committee assists the Board in carrying out its responsibilities relating to corporate accounting and financial reporting practices. The duties and responsibilities of the Committee include the following:

• reviewing for recommendation to the Board for its approval the principal documents comprising the Corporation's continuous disclosure record, including interim and annual financial statements and management's discussion and analysis;
• recommending to the Board a firm of independent auditors for appointment by the shareholders and reporting to the Board on the fees and expenses of such auditors. The Committee has the authority and responsibility to select, evaluate and if necessary replace the independent auditor. The Committee has the authority to approve all audit engagement fees and terms and the Committee, or a member of the Committee, must review and pre-approve any non-audit services provided to the Corporation by the Corporation's independent auditor and consider the impact on the independence of the auditor;
• reviewing periodic reports from the CFO;
• discussing with management and the independent auditor, as appropriate, any audit problems or difficulties and management's response; and
• establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.

Composition

During the year ended December 31, 2023, Messrs. Benson, Miller and Boone were members of the Audit Committee. Pursuant to NI 52-110, as a venture issuer, the Corporation is required to have at least 3 members of its Audit Committee, with a majority being independent. In the opinion of the Corporation, all 3 of the foregoing members of the Audit Committee were both "independent" and "financially literate" pursuant to NI 52-110.

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