Rubicon Minerals Corporation 2020€¦ · You are cordially invited to participate in the Annual...

Rubicon Minerals Corporation

2020

Notice of Annual General and Special Meeting

of Shareholders

and

Information Circular

Live Audio Webcast: https://web.lumiagm.com/224955177

Location: 121 King Street West, Suite 1760 Toronto, ON M5H 3T9

Time: 10:00 a.m. (Eastern Time)

Date: Monday, June 22, 2020

https://web.lumiagm.com/224955177

RUBICON MINERALS CORPORATION

C O R P O R A T E D A T A

121 King Street West, Suite 830 Toronto, Ontario, Canada

M5H 3T9

Telephone: 416.766.2804 Facsimile: 416.792.4607

e-mail: [email protected] Website: www.rubiconminerals.com

Directors Officers

Julian Kemp

Chair of the Board Sasha Bukacheva Daniel Burns Peter R. Jones George Ogilvie David Palmer

George Ogilvie President and Chief Executive Officer

Nicholas Nikolakakis

Chief Financial Officer and Corporate Secretary

Michael Willett

Director of Projects

Listings Toronto Stock Exchange TSX Trading Symbol: RMX

OTCQX Trading Symbol: RBYCF

mailto:[email protected]

http://www.rubiconminerals.com/

Page i

Dear Shareholders:

You are cordially invited to participate in the Annual General and Special Meeting of Shareholders of Rubicon Minerals Corporation (“Rubicon” or the “Company”) to be held on Monday, June 22, 2020, at 10:00 a.m. (Eastern Time) (the “Meeting”).

The COVID-19 pandemic continues to have a devastating impact on the lives and livelihood of people around the world. Ordinary course business operations have been disrupted and, for the foreseeable future, we are all adjusting to a new normal that includes very prudent social distancing measures and restrictions on public gatherings. To that end, we have added a live audio webcast as the preferred option for participation at the Meeting. The Company is committed to the health and well-being of its employees and, in that same spirit during this unprecedented crisis, we are equally committed to the health and well-being of our shareholders and other stakeholders who may otherwise attend the Meeting in-person. For your own health and well-being, and that of our Board of Directors, management team and venue personnel, we kindly encourage our shareholders and other prospective Meeting attendees to participate via the live audio webcast. Using the virtual platform, our shareholders will be able to vote on matters before the Meeting and questions will be able to be asked of management at the conclusion of the Meeting. In the circumstances, we believe that “virtual” attendance at the Meeting is most prudent. Accordingly, the Company may ultimately decide to hold the Meeting exclusively by live audio webcast and, in such eventuality, will provide such advance notice as is then required.

In response to the COVID-19 pandemic, we have also acted to enhance safety and security in our day-to-day operations, to protect our personnel, various business partners and other stakeholders, in Red Lake and in Toronto. Since March 12, 2020 and under the direction of the Federal and Provincial Governments, we implemented precautionary measures at the Phoenix Gold Project (the “Project”), which include:

• Suspending all non-essential business travel including a small group of “fly-in fly-out” traveling employees and encouraging the limitation of personal travel;

• Requiring employees to stay home and recommending self-isolation for 14 days for employees if they (or any member of their household) have recently travelled abroad, or are experiencing symptoms similar to those affected by COVID-19;

• Encouraging social distancing and taking steps to ensure a safe distance between personnel in the workplace, which is facilitated by the Company's small workforce and nature of ongoing work at the Project;

• Additional sanitizers, cleansers, and disinfectants are provided for personnel at the Project, increased signage reminding of preventative hygiene measures, along with a thorough review of hygiene and sanitation controls;

• Limiting visitors to the Project; and • Toronto office staff and some site personnel are working remotely from home.

The COVID-19 pandemic remains a very fluid situation and we will continue to monitor the latest information and recommendations from our Government bodies. The health and safety of our employees, our contractors, and our consultants remain our top priority and we will take the necessary steps to further enhance the safety and security in the workplaces where we operate.

The successful delivery of a positive 2019 Preliminary Economic Assessment (“2019 PEA”)1 and the expansion of our estimated Mineral Resource through our updated Mineral Resource estimate released in January (“2020 Mineral Resource Estimate”)1 has set the stage for progressing work towards a maiden Feasibility Study for the

1 For more information refer to the Technical Report for the Phoenix Gold Project effective December 6, 2019 and dated January 3, 2020,

a copy of which is available under the Company's profile at www.sedar.com and its website at www.rubiconminerals.com.

http://www.sedar.com/


Page ii

Project. The 2019 PEA provided an indication of the robust economic potential of the Project, as outlined therein the Project conceptually generates an after-tax internal rate of return and net present value of 40.2% and C$135.2 million, respectively, using a gold price assumption of US$1,325 per ounce (or C$1,762 per ounce) as compared to prices of US$1,686 per ounce (or C$2,386 per ounce) as at May 6, 2020. The parameters and estimates used in the 2019 PEA were derived from actual information that we collected in our 2018 bulk sample processing and test trial mining program and when the Project first operated in 2015. This gave us confidence to continue advancing the Project.

The 2020 Mineral Resource Estimate released in January of this year demonstrated a 38% year-over-year growth in the Measured and Indicated Mineral Resource estimate to 811,000 ounces of gold using a 3.0 gram per tonne of gold cut-off grade. We believe the current Measured and Indicated Mineral Resource estimates provide us with a sufficiently well-defined Mineral Resource base on which to commence mine planning and additional engineering work to determine the Project’s commercial viability. Accordingly, we initiated a Feasibility Study that we plan to deliver in the second half of 2020. We believe a positive Feasibility Study will be a significant de-risking milestone for the Project and the key catalyst to advance the Project to potential commercial production.

With our Project continuing to advance in a positive direction, we believe now is the appropriate time to change the name of the Company and the Project. Embodying our culture of perseverance, determination, and resilience, and representing our Northern Ontario community of Red Lake, we propose changing the Company’s corporate name to Battle North Gold Corporation and the Project’s name to the Bateman Gold Project. We believe the new names, combined with the anticipated delivery of a Feasibility Study, provides the markets with a fresh perspective on the significant accomplishments we have achieved during my tenure and the possible upside and long-term potential of our Company.

We are a uniquely positioned Canadian gold developer in the prestigious Red Lake Gold Camp, in one of the safest mining jurisdictions in the world. We believe our strong management team with extensive underground mining experience, our significant new infrastructure, our C$690 million in tax loss pools, our large land package in the Red Lake, and the potential to deliver a positive Feasibility Study for the Project puts us in a position to potentially deliver both near- and long-term value to our shareholders. We thank you for your continued support over the years and look forward to an exciting year for the Company.

Sincerely,

(signed) “George Ogilvie”

George Ogilvie President and Chief Executive Officer

Toronto, Ontario May 6, 2020

Page iii


NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Date: Monday, June 22, 2020

Time: 10:00 a.m. (Eastern Time)

Live Audio Webcast: https://web.lumiagm.com/224955177

Location: 121 King Street West, Suite 1760 Toronto, ON M5H 3T9

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the “Meeting”) of Rubicon Minerals Corporation (the “Company”) will be held on Monday, June 22, 2020, at 10:00 a.m. (Eastern Time). The Company is conducting a hybrid Meeting, which allows for attendance and participation in person, online via live audio webcast or by physical attendance. Registered shareholders and duly appointed proxyholders present in person at the Meeting, whether physically or online, will be able to fully participate, vote, or submit questions during the Meeting’s live audio webcast. We respectfully encourage you to attend the Meeting online via the live audio webcast.

At the Meeting shareholders will be considering the following matters:

1. to receive and consider the audited consolidated financial statements of the Company for the financial year ended December 31, 2019, together with the report of the auditors thereon;

2. to appoint PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorize the directors to fix their remuneration;

3. to elect directors of the Company for the ensuing year;

4. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving a change of the Company’s name to “Battle North Gold Corporation”, or such other name as the board of directors of the Company may, in its sole discretion, deem appropriate and as may be acceptable to applicable regulatory authorities, including the Toronto Stock Exchange, and a corresponding amendment to the Company’s Articles and Notice of Articles, as more particularly described in the section of the accompanying management information circular of the Company (“Circular”) entitled “Approval of Name Change”;

5. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the replacement of the Company’s current Articles, in their entirety, with new Articles, as more particularly described in the section of the Circular entitled “Approval of New Articles”;

6. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s Share Purchase Plan for employees and directors of the Company, as more particularly described in the section of the Circular entitled “Approval of Share Purchase Plan”; and

7. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.


Page iv

All matters set forth above for consideration at the Meeting are more particularly described in the accompanying Circular.

The Company will be using the notice-and-access model provided under National Instrument 54-101 (“Notice and Access”) for the delivery of its Circular, the Company’s Audited Consolidated Financial Statements and the Management’s Discussion & Analysis for the financial period ended December 31, 2019 (the “Meeting Materials”), to its shareholders.

Under Notice and Access, instead of receiving paper copies of the Circular, shareholders will be receiving a notice with information on how they may access the Meeting Materials electronically. However, shareholders will receive a paper proxy or voting instruction form, as applicable, enabling them to vote at the Meeting.

The Meeting Materials will be available on the Company’s website at https://rubiconminerals.com/Investor-News/Events-Annual-Meeting/default.aspx as of May 15, 2020 and will remain on the website for one full year thereafter. Meeting Materials are also available online on SEDAR at www.sedar.com as of May 15, 2020.

To request a copy of the Meeting Materials in advance of the proxy deposit date and Meeting date, requests for printed copies must be received at least ten business days in advance of the proxy deposit date (i.e., by June 4, 2020) and time set out in the accompanying form of proxy or voting instruction form. Shareholders receiving a proxy form may make this request, without charge, by calling the toll-free number +1-866-962-0498 in North America or +1-514-982-8716 outside of North America and entering their control number as indicated on their proxy (15-digit control number). Shareholders receiving a voting instruction form may make this request, without charge, by calling the toll-free number +1-877-907-7643 in North America or +1-905-507-5450 outside of North America and entering the control number indicated on their voting instruction form (16-digit control number). To ensure you receive the Meeting Materials in advance of the proxy deposit date and Meeting date, all requests must be received no later than June 4, 2020.

The Company will mail paper copies of the Meeting Materials to those registered and beneficial shareholders who have previously elected to receive paper copies of the Company’s meeting materials. All other shareholders will receive a notice and access notification, which will contain information on how they may access the Meeting Materials electronically in advance of the Meeting.

We remind shareholders that due to current circumstances surrounding the COVID-19 pandemic we are respectfully encouraging shareholders to attend the Meeting online via the live audio webcast. Shareholders who do not plan to attend the Meeting in person, either online or physically, are requested to read the information on the reverse of the enclosed form of proxy or voting instruction form and then to complete, date, sign and deposit the form of proxy or voting instruction form in accordance with the instructions set out in the Circular and the form of proxy or voting instruction form.

BY ORDER OF THE BOARD

(signed) “Julian Kemp”

Julian Kemp Chair of the Board of Directors


https://rubiconminerals.com/Investor-News/Events-Annual-Meeting/default.aspx

https://rubiconminerals.com/Investor-News/Events-Annual-Meeting/default.aspx



INFORMATION CIRCULAR

containing information as at May 6, 2020 unless otherwise noted

VOTING INFORMATION Solicitation of Proxies by Management This information circular (“Circular”) has been prepared for the holders of common shares (“shareholders”) of Rubicon Minerals Corporation (“Rubicon” or the “Company”) in connection with the solicitation of proxies by the management of the Company for use at the Company’s Annual General and Special Meeting of shareholders (“Meeting”) to be held on Monday, June 22, 2020. References in this Circular to the Meeting include any adjournment(s) or postponement(s) thereof. Cost and Manner of Solicitation The solicitation will be primarily by mail and proxies may be solicited personally or by telephone, facsimile or electronically by the directors and regular employees of the Company. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made to forward proxy solicitation materials to the beneficial owners of common shares of the Company (“Common Shares”). All costs of solicitation will be borne by the Company. Notice and Access Process The Company will be using the notice and access model (“Notice and Access”) provided under NI 54-101 for the delivery of the Circular, the Audited Consolidated Financial Statements and Management’s Discussion and Analysis for the financial period ending December 31, 2019 (collectively, the “Meeting Materials”) to shareholders for the Meeting. Under Notice and Access, instead of receiving printed copies of the Meeting Materials, shareholders receive a printed notice (“Notice”) with information on the Meeting date, location and purpose, as well as information on how they may access the Meeting Materials electronically. Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials with the Notice. Appointment of Proxy The purpose of a proxy is to designate a person who will vote on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. A shareholder entitled to vote at the Meeting may, by means of a properly completed, executed and deposited proxy, appoint a proxyholder or one or more alternate proxyholders, who do not need to be shareholders of the Company, to attend and act at the Meeting for the shareholder and on the shareholder’s behalf.

The individuals named in the accompanying proxy to vote on a shareholder’s behalf are the President and Chief Executive Officer, and the Chief Financial Officer and Corporate Secretary of the Company (the “Management Designees”). A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO DOES NOT NEED TO BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY INSERTING THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND STRIKING OUT THE NAMES OF THE MANAGEMENT DESIGNEES OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed, dated and signed form of proxy is deposited with Computershare Investor Services Inc., no later than 10:00 a.m. (Eastern Time) on Thursday, June 18, 2020, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. Proxies may be sent to Computershare Investor Services Inc., using one of the following methods:

BY MAIL: Computershare Investor Services Inc. 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1

OR IF YOU HAVE A 15 DIGIT CONTROL NUMBER ON THE FACE OF THE PROXY, YOU ARE ALTERNATIVELY ABLE TO VOTE: BY TELEPHONE: +1-866-732-8683 (Toll free North America) or

+1-312-588-4290 (International Direct Dial)

BY INTERNET: www.investorvote.com

A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the proxy submitted by a shareholder will be voted in accordance with the directions, if any, given in the proxy. Revocation of Proxy A registered shareholder who has given a proxy may revoke it by an instrument in writing duly executed by the shareholder or by his or her attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and deliver it either to the registered office of the Company, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8, at any time up to and including the last business day preceding the day of the Meeting, or to the chair of the Meeting on the day of the Meeting, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. In addition, a proxy may be revoked by a registered shareholder properly completing, executing and depositing another form of proxy bearing a later date at the offices of Computershare Investor Services

http://www.investorvote.com/

Inc. within the time period and in the manner set out under the heading “Appointment of Proxy” above or by the shareholder personally attending the Meeting, withdrawing his or her prior proxy and voting the Common Shares. Non-Registered Shareholders (as defined below) should contact their Intermediary (as defined below) to obtain instructions on how to revoke their voting instruction form.

Voting of Proxies and Exercise of Discretion by Proxyholders Unless a poll is called for or required by law, voting at the Meeting will be through the live audio webcast of the Meeting by way of online confirmation, as set out in further detail below, and by way of show of hands at the Meeting. Common Shares represented by a properly completed, executed and deposited proxy may be voted by the proxyholder by way of online confirmation through the live audio webcast of the Meeting, as set out in further detail below, and on a show of hands at the Meeting. In addition, Common Shares represented by proxies will be voted on any poll. In either case, where a choice with respect to any matter to be acted upon has been specified in the proxy, the Common Shares will be voted or withheld from voting in accordance with the specification so made. IF A CHOICE WITH RESPECT TO ANY MATTER IS NOT CLEARLY SPECIFIED IN THE PROXY, THE MANAGEMENT DESIGNEES WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY “FOR” EACH MATTER. The enclosed form of proxy, when properly completed, executed and deposited and not revoked, confers discretionary authority upon the person appointed as 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. If 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 Management Designees to vote in accordance with their best judgment on such matters or business. At the date of this Circular, management knows of no such amendment, variation or other matter which may be presented to the Meeting. Advice to Beneficial Holders of Common Shares Only registered holders of Common Shares or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, shareholders of the Company are “non-registered” shareholders (a “Non-Registered Shareholder”) because the Common Shares they beneficially own are registered either: (i) in the name of an intermediary (an “Intermediary”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Shareholder deals with in respect of the Common Shares, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. If you are a Non-Registered Shareholder, please carefully review the instructions on the voting instruction form for completion, execution and deposit. Distribution to Non-Registered Shareholders The Company will have delivered or will have caused its agent to deliver the materials for the Meeting to the clearing agencies and Intermediaries for onward distribution to Non-Registered Shareholders. The

Company will pay for the distribution of the materials by clearing agencies and Intermediaries to objecting beneficial owners (“OBOs”). Intermediaries are required to forward the materials for the Meeting to non-objecting beneficial owners (“NOBOs”) and to OBOs unless a Non-Registered Shareholder has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge to forward the meeting materials to Non-Registered Shareholders. Generally, those Non-Registered Shareholders who have not waived the right to receive the meeting materials will either: (a) receive a form of proxy which has already been signed by the Intermediary (typically by a facsimile

stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed. This form of proxy need not be signed by the Non-Registered Shareholder. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Inc. in the manner set out in the proxy, with respect to the Common Shares beneficially owned by such Non-Registered Shareholder, in accordance with the instructions elsewhere in this Circular; OR

(b) more typically, receive a voting instruction form which is not signed by the Intermediary and

which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute authority and instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code or other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit the Non-Registered Shareholder to properly direct the voting of the Common Shares he or she beneficially owns. Should a Non-Registered Shareholder who receives one of the above forms wish to attend and/or vote at the Meeting in person, the Non-Registered Shareholder should strike out the names of the persons named in the form and insert the Non-Registered Shareholder’s name in the blank space provided and should carefully follow the instructions, including those regarding when and where the proxy or proxy authorization form is to be delivered.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Securityholders may request to receive paper copies of the Meeting Materials by mail at no cost. Requests for paper copies may be made using the Control Number as it appears on the proxy or voting instruction form, as applicable. To ensure you receive the materials in advance of the voting deadline and Meeting Date, all requests must be received no later than June 4, 2020.

If you do request to receive paper copies of the Meeting Materials, please note that another proxy or voting instruction form, as applicable, will not be sent; please retain your current one for voting purposes.

For Shareholders receiving a Proxy (15-digit Control Number):

Meeting Materials can be requested Toll Free from within North America by calling +1-866-962-0498 or direct, from outside of North America by calling +1-514-982-8716, and entering the 15-digit control number on your Proxy.

To obtain paper copies of the Meeting Materials after the Meeting date, please contact +1-844-818-1776.

For Shareholders receiving a Voting Instruction Form (16-digit Control Number):

Meeting Materials can be requested Toll Free from within North America by calling +1-877-907-7643 or direct, from outside of North America by calling +1-905-507-5450, and entering the 16-digit control number on your Voting Instruction Form.

To obtain paper copies of the Meeting Materials after the Meeting date, please contact +1-844-818-1776.

HOW DO I PARTICIPATE IN AND VOTE AT THE LIVE AUDIO WEBCAST OF THE MEETING?

The Company has arranged for participation in the Meeting by way of a live audio webcast. A summary of the information shareholders will need to attend the Meeting via the live audio webcast is provided below. The Meeting will begin at 10:00 a.m. (Eastern Time) on Monday, June 22, 2020.

Participating in the Live Audio Webcast of the Meeting

Registered shareholders and duly appointed proxyholders can participate in the live audio webcast of the Meeting and vote online by going to https://web.lumiagm.com/224955177 and clicking “I have a login”. You will be asked to enter a Username and Password before the start of the Meeting.

• If you are a registered shareholder – The 15-digit control number located on the proxy or in the email notification you received is the Username and the Password is “rubicon2020” (case sensitive).

• If you are a duly appointed proxyholder – Computershare will provide you with a Username after the voting deadline has passed. The Password to the meeting is “rubicon2020” (case sensitive).

Voting via the live audio webcast of the Meeting will only be available for registered shareholders and duly appointed proxyholders.

Non-Registered Shareholders who have not appointed themselves as proxy may attend the live audio webcast of the Meeting by clicking “I am a guest” and completing the online form.

Shareholders who wish to appoint a third-party proxyholder to represent them via the live audio webcast of 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 a Username and, without a Username, proxyholders will not be able to participate in the live audio webcast of the Meeting.


To register a proxyholder, shareholders MUST visit https://www.computershare.com/Rubicon by 10:00 a.m. (Eastern Time) on June 18, 2020 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

If you are not a registered shareholder or a duly appointed proxyholder you may listen to the live audio webcast of the Meeting by clicking “I am a guest” and completing the online form. As a guest you are able to listen to the live audio webcast of the Meeting; however you will not be able to vote or submit questions during the live audio webcast of the Meeting. It is important that you are connected to the internet at all times during the live audio webcast of the Meeting in order to vote when voting commences. It is your responsibility to ensure connectivity for the duration of the live audio webcast of the Meeting.

If you are a registered shareholder you will have a 15-digit control number or if you are a duly appointed proxyholder and have been assigned a Username by Computershare, you will be able to vote and submit questions during the live audio webcast of the Meeting. To do so, please go to https://web.lumiagm.com/224955177 prior to the start of the live audio webcast of the Meeting to log in. Click on “I have a login” and enter your 15-digit control number or Username along with the password “rubicon2020” (case sensitive).

If you are using a 15-digit control number to log in to the live audio webcast of the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote on the matters put forth at the live audio webcast of the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the live audio webcast of the Meeting as a guest.

If you are joining the live audio webcast of the Meeting as a guest (as set out above) you may log in by clicking on “I am a Guest” and completing the online form.

Voting via the Live Audio Webcast of the Meeting

In order to vote via the live audio webcast of the Meeting, each registered shareholder or proxyholder will be required to enter their 15-digit control number or Username provided by Computershare at https://web.lumiagm.com/224955177 prior to the start of the Meeting.

In order to vote via the live audio webcast of the Meeting, Non-Registered Shareholders who appoint themselves as a proxyholder MUST, after submitting their voting instruction form, register with Computershare at https://www.computershare.com/Rubicon by 10:00 a.m. (Eastern Time) on June 18, 2020 in order to receive a Username (please see the information above).

Registered shareholders and duly appointed proxyholders participating at the Meeting by live audio webcast will vote by way of on-line specification.

https://www.computershare.com/Rubicon



https://www.computershare.com/Rubicon

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES Voting Securities The Company is authorized to issue an unlimited number of Common Shares without par value. As at the record date of May 6, 2020, the Company had 95,802,261 Common Shares outstanding, each of which carries the right to one vote. The Company has no other classes of voting securities. Record Date The board of directors of the Company (the “Board”) has fixed the close of business on May 6, 2020 as the record date (the “Record Date”), being the date for the determination of the registered holders of Common Shares entitled to receive notice of, and to vote at the Meeting. Duly completed and executed proxies must be received by Computershare Investor Services Inc. no later than 10:00 a.m. (Eastern Time) on Thursday, June 18, 2020, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting, by using one of the methods described above. Unless otherwise stated, the information contained in this Circular is as of May 6, 2020. All dollar amounts referenced herein, unless otherwise indicated, are expressed in Canadian dollars.

Every registered holder of Common Shares at the Record Date who either personally attends the Meeting or who has submitted a properly completed, executed and deposited form of proxy in the manner and subject to the provisions described above and which has not been revoked shall be entitled to vote or to have his or her shares voted at the Meeting or any adjournment(s) or postponement(s) thereof. Principal Holders

To the knowledge of the directors and executive officers of the Company, based upon filings made with Canadian securities regulators as at the record date of May 6, 2020, the persons who beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of our voting securities are as follows:

Name Number of Common Shares % of Outstanding Common Shares

Canada Pension Plan Investment Board 10,000,000 10.44%

Franklin Resources, Inc. 10,605,900 11.07%

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON Other than as disclosed elsewhere in this Circular, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year, no proposed nominee for election as a director of the Company, 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 other than the election of directors and the approval of the Share Purchase Plan.

PARTICULARS OF MATTERS TO BE ACTED UPON

RECEIPT OF FINANCIAL STATEMENTS The consolidated Financial Statements of the Company for the financial year ended December 31, 2019 and the accompanying auditors’ report thereon will be presented at the Meeting. A copy of the consolidated Financial Statements has been mailed to the shareholders as of the Record Date who have requested them. Copies are also available online at www.sedar.com or on the Company’s website at www.rubiconminerals.com or upon request, without charge, by e-mail at [email protected] or by calling toll-free at 1-844-818-1776.

APPOINTMENT OF AUDITORS AND REMUNERATION The shareholders of the Company will be asked to vote for the reappointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company for the ensuing year at remuneration to be fixed by the Board. Unless such authority is withheld, the Management Designees, if named as proxyholder, intend to vote the Common Shares represented by any such proxy in favour of a resolution appointing PricewaterhouseCoopers LLP, Chartered Accountants, as auditors for the Company for the ensuing year, to hold office until the close of the next annual meeting of shareholders or until the firm of PricewaterhouseCoopers LLP, Chartered Accountants, is removed from office or resigns, at a remuneration to be fixed by the Board. PricewaterhouseCoopers LLP, Chartered Accountants, was first appointed as auditors of the Company on June 27, 2012.

ELECTION OF DIRECTORS Management proposes to nominate the persons listed below for election as directors. The term of office of each of the current directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees and unless such authority is withheld, the Management Designees intend to vote for the election of these nominees. Management does not contemplate that any of these nominees will be unable to serve as a director. Each director elected will hold office until the next annual meeting of the Company or until a successor is elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia). No class of shareholders has the right to elect a specified number of directors or to cumulate their votes for a director.

The Board has adopted a Majority Voting Policy which stipulates that if a nominee receives a greater number of votes “withheld” from his or her election than votes “in favour” of his or her election, the nominee will submit his or her resignation promptly after such meeting (to take effect upon acceptance by the Board) for consideration by the Board. See “Disclosure of Corporate Governance Practices” in Schedule “F” for a summary of the Company’s Majority Voting Policy.



mailto:[email protected]

Management’s nominees for election to the Board are as follows:

Name, Present Office, Province and Country of Residence

Present Principal Occupation or Employment Security Holdings1

JULIAN KEMP Chair of the Board and Director Ontario, Canada

Julian Kemp is a Business Consultant. Mr. Kemp has over 30 years of experience in the mining industry, mostly serving in senior financial and administrative management roles. His experience has been focused on restructuring and transforming exploration and development companies into producers. Mr. Kemp has guided various junior mining companies with precious metals, base metals and coal operations in North America and internationally as well as mining engineering and contracting companies. Formerly, he was the Interim President and Chief Executive Officer of Rubicon from April to December 2016. Prior to that, Mr. Kemp was the Vice President Finance and Chief Financial Officer of Fortune Minerals Limited, a position he held from 2004 to 2013. He is currently a director of Marathon Gold Corp. (TSX: MOZ) and a director of Central Timmins Exploration Corp (TSX-V: CTEC). Mr. Kemp has also previously served as a Director and Board committee member for a number of public companies. Mr. Kemp is a Chartered Professional Accountant and holds a Bachelor of Business Administration degree from Wilfrid Laurier University. In addition, Mr. Kemp obtained the Chartered Director (C.Dir.) designation from The Directors College (a joint venture of McMaster University and The Conference Board of Canada) in 2012. Date first appointed as a Director: May 31, 2010

Common Shares: 1,723 Options: 349,965 PPSUs: 184,015

SASHA BUKACHEVA Director Ontario, Canada

Ms. Bukacheva is a capital markets and finance professional. She is currently Executive Vice President, Corporate Development of Element 29 Resources Inc., a private entity focused on copper resource development in Peru. She was previously a top-ranked Equity Research Analyst in base metals for BMO Capital Markets, and she spent seven years in investment research (2010-2016), publishing on >40 mining stocks in total. From 2007 to 2009, Ms. Bukacheva was the Vice President, Finance and Administration for Stans Energy Corp. (TSX-V: HRE), an advanced exploration company with uranium and rare earth properties in Central Asia. Sasha received her Master of Science (MSc.) at the London School of Economics and Political Science in 2005 and became a CFA charter holder in 2011. She also achieved a Certificate in Mining Studies at the University of British Columbia in 2016. Date first appointed as a Director: April 1, 2018




DANIEL BURNS Director British Columbia, Canada

Daniel Burns, J.D., MBA, CPA, CMA, ICD.D, A.C.C., is a lawyer, accountant and entrepreneur. He is currently the President and CEO for NDC Solutions Inc., a software applications company developing mobile and web corporate booking programs for major airlines. Mr. Burns is an experienced director in the fields of financial services, investment management and insurance. He is currently a director of Zenabis Global Inc. (TSX: ZENA) where he chairs the Audit, Compensation and Governance Committees. In addition, Mr. Burns is a director of CubicFarm Systems Corp. (TSX-V: CUB) where he chairs the Audit and Compensation Committees. He is a former Chair of the World Council of Credit Unions (based out of Washington, DC). In addition, Mr. Burns was formerly the Chair of Credit Union Central of Canada and Chair of Central 1 Credit Union (which manages the assets and liquidity of the British Columbia and Ontario credit union systems), a director of Addenda Capital Inc., Coast Capital Savings, the Cooperators Insurance Group, the Nature Conservancy of Canada and member of the Desjardins Group Advisory Committee. Mr. Burns has also served on the audit committees of a number of issuers, including acting as chair of the audit committees of the World Council of Credit Unions, Central 1 Credit Union and Coast Capital Savings. Mr. Burns completed the International Company Directors Course (Australian Institute of Company Directors) and holds the ICD.D (Institute of Corporate Directors) and A.C.C. (The Directors College) designations. He teaches the advanced governance program for the Canadian Board Diversity Council. Mr. Burns graduated from the University of Western Ontario with a Bachelor of Arts, Economics in 1984, from the University of British Columbia with a Juris Doctor, J.D., 1988. He graduated the Omnium Global MBA program, receiving an MBA from the Rotman School of Management at the University of Toronto and a global executive MBA from St. Gallen University, Switzerland. He was admitted to the Certified Management Accountants Society of Ontario (CMA) in 2009 and the Chartered Professional Accountants of Ontario (CPA) in 2014. Date first appointed as a Director: August 8, 2016

Common Shares: 10,000 Options:

335,911

PPSUs: 166,745



PETER R. JONES Director Ontario, Canada

Peter R. Jones is a Professional Engineer and a seasoned mining executive with more than 40 years of management, operating, and technical experience in the mining industry. Peter was instrumental in the development and transformation of Hudbay Minerals Inc. (“Hudbay”; TSX: HBM) and its predecessor, Hudson Bay Mining and Smelting Company, Ltd. (“HBMS”). As the Chief Executive Officer of Hudbay, Peter orchestrated the company’s initial public offering and acquisition of HBMS from Anglo American in 2004. He oversaw Hudbay’s emergence until 2008, and its turnaround when he rejoined in 2009. Previously, Mr. Jones was the CEO of HBMS (2002-2004), following years of progressive, senior management roles with the company. Prior to this, he spent several years in various mining, maintenance, and engineering roles at Cominco Ltd., before becoming the Director of Mining of its CESL division (1989-1995). Mr. Jones was also the Chairman and CEO of Adanac Molybdenum Corp. (TSX-V: AUA), the Chairman of Medusa Mining Ltd., (ASX: MML) and Augyva Mining Resources Inc. Currently, Mr. Jones serves on the boards of Mandalay Resources Ltd. (TSX: MND), Victory Nickel Inc. (TSX: NI) and Century Metals Inc. (TSX-V: CMET ). Previously, he was the Chairman of the Mining Association of Canada and President of the Mining Association of Manitoba. Mr. Jones graduated from the Camborne School of Mines in the United Kingdom in 1969. Date first appointed as a Director: December 20, 2016


GEORGE OGILVIE President, Chief Executive Officer and Director Ontario, Canada

Mr. Ogilvie is a Professional Engineer, with more than 30 years of management, operating, and technical experience in the mining industry. Previously, George was the CEO of Kirkland Lake Gold Inc. (TSX: KL), where he and his team improved operations at the Macassa Mine and elevated the company’s profile with the acquisition of St. Andrew Goldfields. Prior to this, Mr. Ogilvie was the CEO of Rambler Metals and Mining PLC (TSX-V: RAB), where he and his team guided the evolution of the company from grassroots exploration to a profitable junior producer. Mr. Ogilvie began his mining career in 1989 with AngloGold in South Africa working in the ultra-deep, high-grade, gold mines in the Witwatersand Basin. In 1997, he was the Mine Superintendent at the Ruttan Mine in Northern Manitoba for HudBay Minerals Inc. (TSX: HBM), formerly Hudson Bay Mining and Smelting Co. Ltd. In 2004, George joined Dynatec Corporation as their Area Manager for the Sudbury Basin and later worked at the McCreedy West Mine as Mine Manager. Mr. Ogilvie received his B.Sc. (Hons.) in Mining and Petroleum Engineering from Strathclyde University in Glasgow, Scotland and holds his Mine Managers Certificate (South Africa). Date first appointed as a Director: December 20, 2016

Common Shares: 580,479 Options: 2,082,432

PPSUs: 693,466



DAVID PALMER Director Ontario, Canada

Dr. Palmer is a Professional Geologist with more than 25 years of management, technical, and exploration experience. David is currently the President and CEO of Probe Metals Inc. (TSX-V: PRB). Previously, Dr. Palmer was the President and CEO of Probe Mines Ltd. (2003-2015) where he led his team to two successful major mineral discoveries, including the multi-million ounce Borden Gold deposit, and the sale of the company to Goldcorp Inc. (TSX: G) in 2015. As recognition of his team’s accomplishments at Probe Mines, David was the recipient of numerous awards including the PDAC’s Bill Dennis Prospector of the Year (2015) and Northern Miner’s Mining Person of the Year (2014). Dr. Palmer has over 15 years of experience with exploration properties in Ontario, including the Red Lake area. Currently, he serves on the boards of Probe Metals Inc. (TSX-V) and Canstar Resources Inc. (TSX-V). Dr. Palmer received his B.Sc. in Geology at St. Francis Xavier University, and his M.Sc. and Ph.D. in Earth and Planetary Sciences at McGill University. Date first appointed as a Director: December 20, 2016


1 Number of Common Shares indicated is the Common Shares beneficially owned, or controlled or directed, directly or indirectly. None of the directors or their associates or affiliates beneficially own, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares or voting securities of any of the Company’s subsidiaries. Each Option entitles the holder to acquire one Common Share. Each PPSU entitles the holder thereof to a cash payment equal to the market price of a Common Share at vesting. The Common Share, Option and PPSU amounts in this table are as of May 6, 2020.

As at the date hereof, the Company has established the following committees:

1. Audit Committee consisting of Mr. Burns (Chair), Ms. Bukacheva and Dr. Palmer.

2. Compensation, Corporate Governance and Nomination Committee consisting of Mr. Burns (Chair), Ms. Bukacheva and Mr. Jones.

3. Technical, Health and Safety Committee consisting of Mr. Jones (Chair), Ms. Bukacheva and

Dr. Palmer. Corporate Cease Trade Orders or Bankruptcies

To the Company’s knowledge, except as disclosed herein, no proposed director of the Company: (a) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a

director, chief executive officer or chief financial officer of any company (including the Company) that:

(i) was subject to an order (as defined by Form 51-102F5 – Information Circular of the Canadian Securities Administrators) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Messrs. Kemp and Burns were directors, and in Mr. Kemp’s case, an officer, of the Company when the Company commenced a refinancing and recapitalization of the Company under the Companies’ Creditors Arrangement Act (“CCAA”) on October 20, 2016, and when the Company emerged from the CCAA proceedings on December 20, 2016 after a successful implementation of a plan of compromise and arrangement approved by the Ontario Superior Court of Justice on December 8, 2016 (the “Restructuring Transaction”). For more information regarding the Restructuring Transaction, refer to the Company’s prior public disclosure regarding the Restructuring Transaction, including its previously filed Annual Information Form dated March 25, 2019 (see “General Development of the Business – 2016”). Mr. Jones was Chairman and CEO of Adanac Molybdenum Corporation (“Adanac”) from August 2008 to March 2009. Adanac entered voluntary CCAA protection in December 2008 and emerged from creditor protection in February 2011 following the successful implementation of its plan of compromise and arrangement. Sanctions and Penalties To the Company’s knowledge, no proposed director or personal holding companies of any proposed director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities

regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

APPROVAL OF NAME CHANGE At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to approve, a special resolution in the form set out in Schedule “A” to this Circular (the “Name Change Resolution”), subject to such amendments, variations or additions as may be approved at the Meeting, approving a change in the

name of the Company from Rubicon Minerals Corporation to “Battle North Gold Corporation”, or to such other name as the Board may, in its sole discretion, deem appropriate and as may be acceptable to applicable regulatory authorities, including the Toronto Stock Exchange (“TSX”), and approving corresponding amendments to the Company’s Notice of Articles and Articles (the “Name Change”). The purpose of the Name Change is to better reflect the Company’s culture of perseverance, determination, and resilience, as part of the Northern Ontario community of Red Lake, and to provide a fresh perspective on the Company’s significant accomplishments in recent years and its long-term potential. The Name Change is subject to acceptance by the Registrar for the Province of British Columbia and the TSX. The Name Change Resolution will confer discretionary authority on the Board to implement the Name Change or, if it deems appropriate, to revoke the Name Change Resolution before it is acted upon. A change of the Company’s name will not by itself affect in any way the validity of currently outstanding share certificates of the Company or the trading of the Company’s securities. Shareholders will not be required to surrender or exchange any of the Company’s share certificates that they currently hold. If the Name Change Resolution is approved by shareholders as set out below, the TSX approves the Name Change and the Board determines to proceed with the Name Change, the Company will, as soon as practicable thereafter, file an amendment to its Notice of Articles and Articles with the Registrar for the Province of British Columbia to give effect to the Name Change. Subject to the preceding conditions, the Company expects to soon thereafter begin trading on the TSX under the symbol “BNAU”. To be effective, the Name Change Resolution must be approved by not less than two-thirds of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. If shareholders do not approve the Name Change Resolution at the Meeting, the name of the Company will remain Rubicon Minerals Corporation and its Notice of Articles and Articles will remain unamended for such purpose. The Board believes the passing of the Name Change Resolution is in the best interests of the Company and recommends that shareholders vote in favour of the resolution. Unless a proxy specifies that the Common Shares it represents should be voted against the approval of the Name Change Resolution or voted in accordance with the specification in the proxy, the Management Designees, if named as proxyholder in the form of proxy, intend to vote FOR the approval of the Name Change Resolution.

APPROVAL OF NEW ARTICLES At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to approve, a special resolution in the form set out in Schedule “B” to this Circular (the “New Articles Resolution”), subject to such amendments, variations or additions as may be approved at the Meeting, approving the replacement of the Company’s current Articles, in their entirety, with the new Articles (a copy of which is attached as Schedule “C” to this Circular) (the “New Articles”). The New Articles Resolution will confer discretionary authority on the Board to implement the New Articles or, if it deems appropriate, to revoke the New Articles Resolution before it is acted upon. The Company wishes to replace the current Articles with the New Articles as it believes that the New Articles will modernize the Company’s constating documents and better align with legal and regulatory

developments and current corporate governance practices by reporting issuers in Canada and Toronto Stock Exchange listed companies. The main differences between the current Articles and the New Articles include, but are not limited to the following: • Waiver of Transfer Requirements – The New Articles will allow the Company to waive its requirement

to register a transfer of a share and all of the preconditions for a transfer of a share to be met under the Securities Transfer Act (British Columbia) [Article 5.2].

• Alteration of Authorized Share Structure – Subject to certain restrictions as set out in the New Articles, the New Articles will allow the Company to, by directors’ resolution, subdivide or consolidate all or any of its unissued, or fully paid issued, shares, and/or alter the identifying name of any of its shares, as opposed to a special resolution of shareholders (a “Special Resolution”) [Article 9.1].

• Special Rights and Restrictions – Subject to certain restrictions as set out in the New Articles, the New Articles will allow the Company to pass by ordinary resolution of shareholders (an “Ordinary Resolution”), as opposed to a Special Resolution, alterations to any special rights and restrictions attached to a share class [Article 9.2].

• Change of Name – The New Articles will allow the Company to pass by directors’ resolution, as opposed to a Special Resolution, a change of name of the Company [Article 9.4].

• Other Alterations – Unless otherwise required by the Business Corporations Act (British Columbia) or the New Articles, the New Articles will allow the Company to alter the Articles by Ordinary Resolution, as opposed to a Special Resolution [Article 9.5].

• Advance Notice Provisions – The New Articles outline procedures in line with current best practices by which a shareholder may propose a nominee director to the Board [Article 10.9].

• Quorum – The New Articles will provide that a quorum for the transaction of business at a meeting of shareholders has been met if at least two shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting [Article 11.3]. The current Articles set quorum at 5% of the shares entitled to vote at the meeting.

• Alternate Directors – The New Articles do not permit the appointment of alternate directors, which is permitted under the current Articles.

• Number of Directors – The New Articles will allow the Board to determine the number of directors of the Company, as opposed to shareholders determining the number of directors by Ordinary Resolution [Article 13.1].

• Forum Selection – The New Articles will limit the Company to the courts of the Province of British Columbia, Canada as the sole and exclusive forum for adjudication of certain disputes/claims (such as derivative actions or breach of fiduciary duty) brought against the Company, its directors, officers or employees [Article 26.1]. The current Articles contain no such limitation.

To be effective, the New Articles Resolution must be approved by not less than two-thirds of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. If shareholders do not approve the New Articles Resolution at the Meeting, the Company’s current Articles and Notice of Articles will remain unamended for such purpose.

The Board believes the passing of the New Articles Resolution is in the best interests of the Company and recommends that shareholders vote in favour of the resolution. Unless a proxy specifies that the Common Shares it represents should be voted against the approval of the New Articles Resolution or voted in accordance with the specification in the proxy, the Management Designees, if named as proxyholder in the form of proxy, intend to vote FOR the approval of the New Articles Resolution.

APPROVAL OF SHARE PURCHASE PLAN At the Meeting, shareholders will be asked to consider and, if deemed appropriate, to approve, an ordinary resolution in the form set out in Schedule “D” to this Circular (the “SPP Resolution”), subject to such amendments, variations or additions as may be approved at the Meeting, approving the share purchase plan proposed to be implemented by the Company (the “Share Purchase Plan” or “SPP”), as described below and attached as Schedule “E” to this Circular, and the issuance of Common Shares pursuant to the Share Purchase Plan until June 22, 2023, being the date that is three years from the date of the Meeting.

The SPP Resolution will confer discretionary authority on the Board to implement the Share Purchase Plan or, if it deems appropriate, to revoke the SPP Resolution before it is acted upon.

The Share Purchase Plan is designed to advance the Company’s interests by encouraging employees, including officers, and directors to acquire equity in the Company by way of acquisition of Common Shares through the SPP. The SPP will also serve to further align the interests of the Company’s officers, other employees and directors with the interests of shareholders as a result of each participant behaving like an owner with a view to continuously improving the Company and delivering results so as to increase the value of the Common Shares going forward.

Pursuant to the Share Purchase Plan, employees, including officers, and directors of the Company are entitled to contribute up to 6% of their base salary or regular annual gross retainer, as applicable, to the Share Purchase Plan. The Company will contribute (a) in the case of a director, an amount equal to 25% of such SPP participant’s contribution on a quarterly basis, and (b) in the case of officers and other employees, an amount equal to 50% of such SPP participant’s contribution on a quarterly basis, and the combined contributions will then be used to purchase Common Shares from treasury on a quarterly basis pursuant to and in accordance with the terms of the Share Purchase Plan. The purchase price per Common Share will be the volume-weighted average trading price of the Common Shares on the TSX for the twenty consecutive trading days immediately preceding the last day of the applicable quarter in respect of which the Common Shares are issued. Any individual who beneficially owns or has control or direction over a number of Common Shares equal to or greater than 5% of the number of Common Shares outstanding shall not be eligible to participate in the Share Purchase Plan.

The maximum number of Common Shares that may be issued under the SPP and all other share compensation arrangements implemented by the Company (pre-existing or otherwise, including the Company’s Option Plan (see “Incentive Plan Awards – Option Plan”), but for greater clarity, excluding arrangements assumed or replaced as a result of any acquisition or business combination completed by the Company in the future), to all applicable participants shall not exceed 10% of the issued and outstanding Common Shares at the time of the issuance.

Subject to such limit, the aggregate number of Common Shares that may be issued to insiders pursuant to the SPP and pursuant to all other share compensation arrangements of the Company (a) at any time, and (b) within a one-year period, shall not exceed 10% of the total number of Common Shares then issued

and outstanding. In addition, the aggregate number of Common Shares reserved for issuance to participants who are non-employee directors under the SPP and all other share compensation arrangements implemented by the Company shall not exceed 1% of the issued and outstanding Common Shares and, in respect of participation of any individual that is a non-employee director, such individual may not receive, in any one-year period, Employer Shares (as defined under the SPP), together with any other share compensation arrangement (but excluding initial grants of options or other securities upon becoming a director), having an aggregate value (Black-Scholes value in the case of options or similar securities) in excess of $150,000, of which no more than $100,000 of value may comprise stock options.

Pursuant to the Share Purchase Plan, upon issuance both Participant Shares and Employer Shares (as each is defined under the SPP) will vest immediately with the Participant.

Except as otherwise may be expressly provided under the SPP or by will or applicable laws of descent and distribution, no cash or Common Shares credited to a participant’s account, nor any rights to receive Common Shares under the SPP, may be assigned, transferred, pledged or otherwise disposed of in any way by the participant. If a participant ceases to be a director, officer or employee of the Company as a result of termination, retirement, death or disability, the participant will cease to be entitled to participate in the SPP, but will receive all Common Shares of the Company credited to such participant’s account under the SPP at the time of such event, or all cash received following the sale of such Common Shares, as well as any cash credited to the participant’s account and not yet used to purchase Common Shares.

Subject to certain restrictions as set out in the Share Purchase Plan, including any required approvals, and any applicable rules of the TSX, the Board shall have the authority, without the prior approval of participants or shareholders, to terminate the SPP or to make any amendments it deems appropriate, including, without limitation, the following amendments to the SPP: (i) any amendment which is intended to ensure compliance with applicable laws, regulations or policies, including but not limited to the rules and policies of any stock exchange on which the Common Shares are listed for trading; (ii) any amendment which is intended to provide additional protection to shareholders of the Company (as determined at the discretion of the Board); (iii) any amendment which is intended to cure or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error; (iv) any amendment which is not expected to materially adversely affect the interests of the shareholders; (v) any amendment which is intended to facilitate the administration of the SPP; and (vi) subject to those provisions which explicitly require shareholder approval (as set out below), any amendment to the terms of the SPP, including but not limited to any amendment to the definitions of the terms used in the SPP, eligibility to participate in the SPP, the procedure for enrolling in the Plan, the minimum and maximum permitted payroll deduction rate (such minimum and maximum to be within reasonable limits), the procedures for making, changing, processing, holding and using such contributions, vesting, the rights of holders of Participant Shares and Employer Shares (as each is defined under the SPP), the rights to sell or withdraw Common Shares and cash credited to a participant’s account and the procedures for doing the same, the transferability of Common Shares, and the procedures for any such transfer, contributions or rights under the SPP, the adjustments to be made in the event of certain transactions, SPP expenses, restrictions on corporate action, or use of funds.

Notwithstanding the foregoing, no termination, modification, or amendment of the SPP which materially adversely affects the rights of a participant with respect to Common Shares previously issued under the SPP shall be made without such participant’s written consent, and no modification or amendment to the following provisions of the SPP shall be effective unless and until the Company has obtained the approval of shareholders in accordance with the rules and policies of the stock exchange(s) on which the Common

Shares are listed for trading: (i) the definition of persons eligible to participate in the SPP (or any defined term comprised in such definition) which would have the potential of broadening or increasing participation by “insiders” of the Company (as such term is defined in the applicable securities laws) or any change that would have the effect of allowing the participation by a holder of 5% or more of the outstanding Common Shares; (ii) any increase to the aggregate maximum number or percentage of Common Shares that may be issued pursuant to the SPP; (iii) the purchase price at which Common Shares may be issued from treasury pursuant to the SPP which would result in a discount; (iv) permit the transfer of any interest in Participant Shares (as defined under the SPP) and accumulated cash credited to the participant’s account under the SPP if the participant ceases to be a participant for any reason other than retirement, death, or disability; (v) the extension of any right of a participant who is an “insider” to receive any Common Shares under the SPP beyond the date on which such right would originally have expired; (vi) the addition of, or amendments to the provisions for, any form of financial assistance, other than changes to the employer’s contributions permitted under the SPP; (vii) any amendments to the limitations on the participation in the SPP by “insiders” under the SPP; (viii) any increase in the amount of the employer’s contributions that goes beyond the percentage(s) contemplated by the SPP; and (ix) any reduction to the range of amendments requiring shareholder approval under the SPP.

The Share Purchase Plan is an “ever green” plan as contemplated under the TSX Guide to Security Based Compensation Arrangements. As a result, should the Company issue any Common Shares in the future, the aggregate number of Common Shares issuable under the Share Purchase Plan will increase accordingly. Entitlements in respect of which Common Shares are issued under the Share Purchase Plan shall become available for the issuance of subsequent Common Shares under the Share Purchase Plan. As a “rolling” plan, under the TSX rules, the Share Purchase Plan and all unallocated rights or other entitlements under the Share Purchase Plan require approval by the Board and the shareholders every three years.

The Board has approved the Share Purchase Plan and all unallocated rights or other entitlements available under the Share Purchase Plan, subject to shareholder and TSX approvals.

To be effective, the SPP Resolution must be approved by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. If shareholders do not approve the SPP Resolution at the Meeting, the Share Purchase Plan will not be implemented by the Company. The Board believes the passing of the SPP Resolution is in the best interests of the Company and recommends that shareholders vote in favour of the resolution. Unless a proxy specifies that the Common Shares it represents should be voted against the approval of the SPP Resolution or voted in accordance with the specification in the proxy, the Management Designees, if named as proxyholder in the form of proxy, intend to vote FOR the approval of the SPP Resolution.

OTHER BUSINESS

As of the date hereof, management of the Company knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting accompanying this Circular. However, if any other matters properly come before the Meeting, it is the intention of the Management Designees to vote in accordance with their best judgment on such matters.

STATEMENT OF EXECUTIVE COMPENSATION For the purposes of this Circular: (a) “CEO” of the Company means each individual who served as Chief Executive Officer of the

Company or acted in a similar capacity, for any part of the most recently completed financial year;

(b) “CFO” of the Company means each individual who served as Chief Financial Officer of the Company or acted in a similar capacity, for any part of the most recently completed financial year;

(c) “closing market price” means the price at which a Common Share was last sold, on the applicable

date, on the TSX; (d) “NEO” or “Named Executive Officer” means each of the following individuals:

(i) a CEO;

(ii) a CFO;

(iii) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 Statement of Executive Compensation, for that financial year; and

(iv) each individual who would have been an NEO under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of the most recently completed financial year;

(e) “option-based award” means an award under an equity incentive plan of options, including, for

greater certainty, share options, share appreciation rights, and similar instruments that have option-like features; and

(f) “share-based award” means an award under an equity incentive plan of equity-based

instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, performance share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Discussion and Analysis This section of this Circular contains a discussion of the elements of compensation earned by the Company’s Named Executive Officers, who include George Ogilvie (President and Chief Executive Officer), Nicholas Nikolakakis (Chief Financial Officer and Corporate Secretary) and Michael Willett (Director of Projects) for the most recently completed financial year. Compensation, Corporate Governance and Nomination Committee The Compensation, Corporate Governance and Nomination Committee of the Company (the “CCGN Committee”) consists of Mr. Burns (Chair), Ms. Bukacheva and Mr. Jones, all of whom are independent

directors. The responsibilities of the CCGN Committee is primarily to administer the Company’s equity compensation plans and to make recommendations to the Board on the remuneration of senior officers and directors of the Company, the evaluation of the CEO and succession planning. Mr. Burns is a lawyer, accountant and entrepreneur. He is also an experienced director in the fields of financial services, investment management and insurance. During his career, Mr. Burns has dealt with numerous executive compensation related matters and brings this experience to the CCGN Committee. Ms. Bukacheva is a capital markets and finance professional. During her career, Ms. Bukacheva has dealt with numerous executive compensation related matters and brings this experience to the CCGN Committee. Mr. Jones is a Professional Engineer and a seasoned mining executive with more than 40 years of management, operating, and technical experience in the mining industry. During his career, Mr. Jones has dealt with numerous executive compensation related matters and brings this experience to the CCGN Committee. No member of the CCGN Committee was, during the most recently completed financial year, an officer or an employee or former officer of the Company or any other subsidiaries, or indebted to the Company or any other subsidiaries or another entity in which the Company or its subsidiaries has provided a guarantee, support agreement, letter of credit or other similar arrangements or understanding in support of such indebtedness. No member of the CCGN Committee had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries. Executive Compensation Philosophy and Objectives The general compensation philosophy of the Company is to provide a level of compensation for its executive officers that is competitive within the North American marketplace and that will: (i) attract and retain individuals with the experience and qualifications necessary for the Company to be successful; (ii) provide long-term incentive compensation to these executives to align their interests with those of the shareholders of the Company; and (iii) emphasize “pay for performance”. In order to achieve these objectives, the Company employs a combination of base compensation, bonuses and equity participation through the issuance of Options and other performance-based securities. Elements of Executive Compensation The Company has three elements of compensation: (i) base salary; (ii) bonuses; and (iii) long-term equity-based compensation through the granting of Options and other performance-based securities. Competitive base salaries are paid to the Company’s executive officers to attract and retain talented, qualified and effective executives. The base salary of each particular executive officer, other than the President and CEO, is determined by an assessment by the President and CEO of such executive officer’s responsibilities, performance, and a consideration of competitive compensation levels in companies similar to the Company. The base salary of the President and CEO is determined by an assessment by the CCGN Committee of the President and CEO’s responsibilities, performance, and a consideration of competitive compensation levels in companies similar to the Company.

Bonuses are designed and paid to reward performance, along with ensuring the compensation of executive officers is aligned with the Company’s business objectives. Historically, specific corporate objectives or key performance indicators (“KPIs”) were set pursuant to which the bonus of NEOs was based on their performance in achieving these KPIs. Certain officers were more responsible for certain KPIs relating to their functional group and their bonus on those KPIs had a higher correlation to their performance on those KPIs. For the 2018, 2019 and 2020 calendar years, KPIs were set pursuant to which the bonuses of NEOs were and will be based on their performance in achieving these KPIs.

The Company also provides a long-term incentive by granting Options and phantom performance share units (“PPSUs”) to executive officers in accordance with the policies of the TSX. See “Incentive Plan Awards – Option Plan” and the discussion on PPSUs below. Options are awarded to encourage executive officers to acquire an ownership interest in the Company over a period of time. The granting of Options and PPSUs act as a financial incentive for such executive officers to consider the long-term interests of the Company and its shareholders. The Option Plan and PPSUs are designed to give each holder of such security an interest in preserving and maximizing shareholder value in the longer term, to enable the Company to attract and retain individuals with experience and ability, and to reward individuals for current performance and expected future performance. Option and PPSU grants are considered when reviewing executive officer compensation packages as a whole. In establishing levels of remuneration and in granting equity-based securities and bonuses, the executive’s performance, level of expertise, responsibilities, length of service to the Company and comparable levels of remuneration paid to executives of other companies of comparable size and development within the industry are taken into consideration. Previous grants of Options and PPSUs may be taken into account when considering new grants. The PPSUs granted for 2019 vest on the achievement of certain specific performance milestones relating to the advancement of the Phoenix Gold Project toward reaching potential commercial production, along with other milestones directly linked to maximizing shareholder value. Each PPSU entitles the holder to a cash payment equal to the prevailing market price of a Common Share at the time of vesting. How Executive Compensation is Determined

The determinations for the compensation (both base salaries and bonuses) of the Company’s executive officers (other than the President and CEO) and recommendations with respect to the long-term incentives to be awarded are targeted to be determined in the fourth quarter by the President and CEO.

The CCGN Committee and Board are notified of the President and CEO’s determinations for the compensation of the Company’s executive officers (other than the President and CEO). The President and CEO’s recommendations for the long-term incentives to be awarded are reviewed with the CCGN Committee and the Board after which, the Board, following a broad discussion, typically makes a final determination as part of an annual process, subject to any delays where the CCGN Committee deems such delay to be appropriate.

The recommendations for the compensation of the President and CEO and recommendations with respect to the long-term incentives to be awarded are targeted to be determined in the fourth quarter by the CCGN Committee.

The CCGN Committee’s recommendations for the compensation of the President and CEO are reviewed with the Board, which then, after a broad discussion, typically makes a final determination as part of an

annual process, subject to any delays where the CCGN Committee deems such delay to be appropriate. This determination by the Board results in any base salary changes, bonuses to be paid or long-term incentives to be awarded to the President and CEO. Compensation Consultants In 2019, the CCGN Committee did not retain an independent third-party executive compensation consultant to make compensation recommendations to the Board in respect of appropriate incentive awards for directors and officers in respect of the 2019 fiscal year, based on 2019 performance. The CCGN Committee used information provided by management in its deliberations but did not allocate total compensation value solely on this data. The CCGN Committee took into account qualitative elements to reflect overall market conditions, past market practices as well as the CCGN Committee’s discretionary assessment of individual performance and ability to contribute to short and long-term success of the business.

Executive Compensation-Related Fees During the Company’s year ended December 31, 2019, the Company did not pay any independent third-party executive compensation consultants to make compensation recommendations to the Board in respect of appropriate incentive awards for directors and officers in respect of the 2019 fiscal year.

Benchmark Group of Companies As part of the determination and review of the compensation awarded for 2019, the following benchmark group of companies was considered by the CCGN Committee:

• Eastmain Resources Inc. • Wesdome Gold Mines Ltd. • Treasury Metals Inc. • Golden Star Resources • Pure Gold Mining • Argonaut Gold • Alio Gold • TMAC Resources • Asanko Gold

The selection criteria for the benchmark group of companies included market capitalization, geographic location, existing infrastructure, stage of development and production profile.

Compensation Awarded

Effective October 1, 2019, the NEO’s base salaries were increased by 5% as follows: George Ogilvie from $450,000 to $472,500, Nicholas Nikolakakis from $315,000 to $330,750 and Michael Willett from $275,000 to $288,750.

Bonus payments for 2019 were based on established KPIs. The KPIs for 2019 consisted of:

1. Safety, Health and Environment: As determined in part by a comparison to the Company’s peer group in the gold industry;

2. Costs: As determined by a comparison of actual performance against the Company’s budgeted figures;

3. Development: As determined by a comparison of actual increases in Mineral Resource estimates, and the Net Present Value and Internal Rate of Return of the Company’s 2019 preliminary economic assessment of the Phoenix Gold Project (the “2019 PEA”)2, as compared to targets recommended by the CCGN Committee and approved by the Board; and

4. Personal: A discretionary portion based on individual objectives.

The actual performance outcomes were based on the CCGN Committee’s following assessment of each objective, and approved by the Board: 1. Safety, Health and Environment: the Company’s safety record was generally better than the

Company’s peer group average and outperformed its own targets, and the Company met its target in respect of environmental matters;

2. Costs: the Company surpassed its target of being under its budgeted figures;

3. Development: the Company was successful in increasing the Measured and Indicated Mineral Resource estimates at the Phoenix Gold Project above target but fell below target range for Inferred Mineral Resource estimate growth; and the 2019 PEA generated an Internal Rate of Return significantly higher than target, but the Net Present Value was below target range; and

4. Personal: the NEO’s exceeded their target personal objectives.

The table below applies the actual performance outcome for the 2019 objectives to the base salaries of the NEOs and their target bonus percentages to determine their 2019 bonus amount.

NEO Base Salary1 Target

Bonus Rate Performance

Outcome Result

President and Chief Executive Officer $455,625 100% 103.81% $472,982

Chief Financial Officer and Corporate Secretary $318,938 60% 103.81% $198,652

Director of Projects $278,438 50% 103.81% $144,522 1 Average annual Base Salary for 2019 reflecting increases effective October 1, 2019 (See “Compensation Discussion

and Analysis – Compensation Awarded”)

Taking into account the actual performance outcome of each of the NEOs in respect of the KPIs set out above, the CCGN Committee approved the Option grants as set out in the table below.

In addition, in order to provide NEOs with an overall long-term incentive compensation in the transition of the Company from exploration and development operation to a potential producer, the CCGN Committee approved the PPSU award grants as set out in the table below which vest on the achievement of certain specific performance milestones relating to the advancement of the Phoenix Gold Project toward reaching potential commercial production, along with other milestones directly linked to maximizing shareholder value.

2 For more information refer to the 2020 Technical Report (as defined herein), a copy of which is available under the Company's

profile at www.sedar.com and its website at www.rubiconminerals.com.



NEO Options PPSUs President and Chief

Executive Officer 358,306 307,125

Chief Financial Officer and Corporate Secretary 232,899 199,631

Director of Projects 179,153 153,563

Risk Associated with Compensation Policies and Practices

The Board gave consideration to the risks associated with the Company’s compensation policies and practices in several ways. The Company’s Code of Business Conduct and Ethics prohibits employees, officers and directors from accepting gifts of money or receiving any type of personal rebates. In addition, to ensure the Company’s compensation policies and practices do not encourage its executive officers to take inappropriate or excessive risks, the Company has in place share ownership guidelines, as discussed below, that helps to align the interests of executive officers’ with the long-term success of the Company.

Anti-Hedging Policy

The Company also has in place an anti-hedging policy which prohibits directors and officers from directly or indirectly engaging in any kind of hedging transaction that could reduce or limit the director’s or officer’s economic risk with respect to his or her holdings, ownership or interest in or to Common Shares or other securities of the Company.

Performance Graph

The following chart compares the yearly percentage change in the cumulative total shareholder return on the Common Shares against the cumulative total shareholder return of the S&P/TSX Index (Total Return Index Value) and the TSX Precious Metals and Minerals Sub-Index (Total Return Index Value) for the financial periods 2014 through 2019, assuming a $100 initial investment with all dividends reinvested.

* Each index for years 2014 through 2019 is as at December 31 of each year.

$0

$20

$40

$60

$80

$100

$120

$140

$160

2014 2015 2016 2017 2018 2019

Dol

lar V

alue

Comparison of 5 Year Cumulative Total Return*between Rubicon Minerals Corporation, the S&P/TSX Composite Total Return Index and the

S&P/TSX Composite - Precious Metals & Minerals Sub-index

Rubicon Minerals Corporation

S&P/TSX Composite Total Return Index

S&P/TSX Composite - Precious Metals &Minerals Total Return Sub-index

In this Circular, NEO compensation is reported for 2017, 2018 and 2019. The trend in NEO compensation for years reported in this form is as follows:

Years1 Increase (Decrease) in Average Annualized NEO Compensation

Increase (Decrease) in Share Price Year-end to Year-end2

2018 to 2019 11% (19)% 2017 to 2018 1% (8)% 2016 to 2017 18% (30)%

1 The average annualized executive officer compensation is for each of the years presented and includes annualized salaries, bonus and other payments and the fair value of Option and other equity security grants as measured at the date of grant.

2 The closing market price of the Common Shares on the last TSX trading day of the year: December 31, 2019 – $1.08; December 31, 2018 – $1.33; December 29, 2017 – $1.44.

In 2017, Common Share price decreased year-over-year, while officer compensation increased by 18%, in part due to the achievement by the Company of specific KPIs that formed the basis for the bonuses of the executive officers. In 2018, Common Share price decreased slightly year-over-year, while officer compensation remained relatively consistent. In 2019, Common Share prices decreased year-over-year, while officer compensation increased by 11%, largely reflecting a cost of living increase in Base Salary and achievement by the Company of specific KPIs that formed the basis for the bonuses of the executive officers, as discussed in more detail above.

Summary of Compensation

The following table sets forth information concerning the compensation paid to, awarded to or earned by each of the individuals that were considered to be NEOs for the fiscal year ended December 31, 2019, for services rendered in all capacities to the Company during the fiscal years ended December 31, 2019, 2018 and 2017:

Summary Compensation Table

Non-equity incentive plan compensation

Name and

Principal Position Year

Salary1 ($)

Share-based

awards2

($)

Option-based

awards3 ($)

Annual incentive

plans4

($)

Long-term incentive

plans ($)

Pension value

($)

All Other compensation

($)

Total compensation

($)

George Ogilvie President and Chief Executive Officer 2019 455,625 350,123 190,971 472,982 - - - 1,469,701 2018 450,000 281,250 168,750 420,925 - - - 1,320,925 2017 450,000 210,176 187,463 451,859 - - - 1,299,498

Nicholas Nikolakakis Chief Financial Officer and Corporate Secretary 2019 318,938 227,579 124,131 198,652 - - - 869,300 2018 312,123 182,812 109,688 176,788 - - - 781,411 2017 300,000 137,579 150,182 180,744 - - - 768,505


Name and

Principal Position Year

Salary1 ($)

Share-based

awards2

($)

Option-based

awards3 ($)

Annual incentive

plans4

($)

Long-term incentive

plans ($)

Pension value

($)

All Other compensation

($)

Total compensation

($)

Mike Willett Director of Projects 2019 278,438 175,062 95,486 144,522 - - - 693,508 2018 275,000 140,625 84,375 128,616 - - - 628,616 2017 275,000 116,713 115,714 138,068 - - - 645,495

1 Average annual Base Salary for 2019 reflecting increases effective October 1, 2019 (See “Compensation Discussion and Analysis – Compensation Awarded”).

2 Share-based awards represent the value of PPSUs as measured at the grant date of the underlying PPSU. All PPSUs shown above in respect of the 2017, 2018 and 2019 grants vest on the achievement of certain specific performance milestones relating to the advancement of the Phoenix Gold Project toward reaching potential commercial production, along with other milestones directly linked to maximizing shareholder value. Pursuant to the terms of the PPSUs, the Company will pay out all vested PPSUs in respect of the 2017 grant on February 5, 2021, the 2018 grant on April 2, 2022 and the 2019 grant on January 22, 2023.

3 Option-based awards represent the fair value of incentive Options measured using the Black-Scholes model as measured at the grant date of the underlying Option. The Black-Scholes method is used by the Company to measure stock-based compensation in its financial statements.

The significant assumptions used in applying this model to the 2019 grants were: exercise price and market price: $1.14 (2018 – $1.17; 2017 – $1.44), estimated future risk-free interest rate: 1.46% (2018 – 1.58%; 2017 – 2.13%), estimated time to exercise: five years (also for 2018 and 2017), estimated future volatility of the Company’s share price: 53.12% (2018 – 46.29%; 2017 – 48.13%) and estimated future annual dividends: Nil (also for 2018 and 2017).

All grants in respect of the Options shown above have 25% of the Options vesting upon the grant date, with the remaining 75% vesting annually in three equal tranches over three years from the grant date.

4 Reflects the annual cash incentive award earned by the NEO in the noted year. The award amount has been included in the year that the cash incentive was earned despite being paid in the following year.

Incentive Plan Awards Outstanding share-based awards and option-based awards The following table sets forth particulars of all awards outstanding for each Named Executive Officer of the Company at the end of the financial year ended December 31, 2019 for the services they provided to the Company or its subsidiaries:

Option-based Awards Share-based Awards3

Name

Number of securities

underlying unexercised

options1 (#)

Option exercise

price ($)

Option expiration

date

Value of unexercised

in-the-money options2

($)

Number of shares or units of

shares that have not vested

(#)

Market or payout value of

share-based awards that

have not vested

($)

Market or payout value

of vested share-based awards not paid out or distributed4

($) George Ogilvie 341,752 1.17 02-Apr-2024 - - - - 304,571 1.44 05-Feb-2023 - - - - 1,077,803 1.48 23-Dec-2021 - 325,813 351,878 65,370


Name



options1 (#)

Option exercise

price ($)

Option expiration

date



($)



(#)

Market or payout value of

share-based awards that

have not vested

($)



($) Nicholas Nikolakakis 222,139 1.17 02-Apr-2024 - - - - 244,000 1.44 05-Feb-2023 - - - - 458,400 1.48 23-Dec-2021 - 212,281 229,263 42,671

Michael Willett 170,876 1.17 02-Apr-2024 - - - - 188,000 1.44 05-Feb-2023 - - - - 400,000 1.48 23-Dec-2021 - 168,961 182,478 34,864

1 All of the grants listed above represent grants of Options by the Company. Each Option entitles the holder to purchase one Common Share.

2 Value of unexercised in-the-money Options represents the difference between the closing market price of the Common Shares on the last TSX trading day of 2019, December 31, 2019, which was $1.08, and the Option exercise price multiplied by the number of outstanding Options.

3 These grants represent grants of PPSUs. Each PPSU entitles the holder to receive on settlement of a PPSU, a cash payment equal to the market value of a Common Share multiplied by the number of vested PPSUs in the holder’s notional account, net of any applicable withholding taxes. Value of the market or payout value of share-based awards that have not vested represents the difference between the closing market price of the Common Shares on the last TSX trading day of 2019, December 31, 2019, which was $1.08, multiplied by the number of outstanding PPSUs.

4 Pursuant to the terms of the PPSUs, the Company will pay out all vested PPSUs in respect of the 2017 grant on February 5, 2021 and the 2018 grant on April 2, 2022.

Incentive plan awards – value vested or earned during 2019

Name

Option-based awards -Value vested during the

year1 ($)

Share-based awards -Value vested during the

year2, 3 ($)

Non-equity incentive plan compensation -Value

earned during the year ($)

George Ogilvie - 25,962 N/A

Nicholas Nikolakakis - 16,875 N/A

Michael Willett - 12,981 N/A

1 Value vested amount is the aggregate of the differences between the closing market prices of the Common Shares on the TSX on the dates of vesting and the exercise prices of the vesting options multiplied by the number of options.

2 Value vested amount is the aggregate of the closing market prices of the Common Shares on the TSX on the dates of vesting multiplied by the number of PPSUs multiplied by the percentage weighting attributed to the specific milestone achieved.


The Options and values of option-based awards noted above were granted by the Board based on the recommendations of the CCGN Committee at the time, under the Option Plan as amended, which was previously approved by shareholders.

Option Plan The Company’s stock option plan (the “Option Plan”) was most recently approved by shareholders at the Company’s Annual and Special Meeting of shareholders held on June 12, 2019. The following is a summary of the Option Plan.

Purpose of the Option Plan The purpose of the Option Plan is to provide an incentive to the Company’s directors, officers, employees and consultants and to management company employees to continue their involvement with the Company, to increase their efforts on the Company’s behalf and to attract qualified new personnel. The Company decided to implement the Option Plan to provide additional incentive for any persons who become new directors, officers or employees as a result of the acquisition of a new business opportunity.

General Description The Option Plan is administered by the CCGN Committee. The following is a brief description of the principal terms of the Option Plan, which description is qualified in its entirety by the terms of the Option Plan: 1. The maximum number of Common Shares reserved for issuance upon the exercise of Options

granted under the Option Plan, when combined with all of the securities granted under the Company’s other security-based compensation arrangements and together with any Common Shares reserved for granting new Options under the Option Plan, cannot exceed 10% of the issued and outstanding Common Shares at the time of grant from time to time. As at the date of this Circular, 10% of the Company’s issued capital was 9,580,226 Common Shares and a total of 7,314,758 Options had been issued and outstanding, representing 7.64% of issued capital. A total of 2,265,468 Options were available for issuance as of the date of this Circular representing 2.36% of issued capital. There were no changes in the exercise price of any outstanding Options during the year ended December 31, 2019.

2. Subject to the approval of the Board, the exercise price of Options granted under the Option Plan is set by the CCGN Committee; the exercise price may not be less than the closing market price of the Common Shares on the TSX immediately prior to the time of the grant of an Option.

3. Options under the Option Plan may be granted by the Board based on the recommendation of the CCGN Committee to any employee, officer, director or consultant of the Company or an affiliate of the Company, or to an affiliate of such persons, or to an individual employed by a corporation providing management services to the Company, as permitted by applicable securities laws.

4. The grant of Options under the Option Plan is subject to the limitation that the aggregate of:

(a) the number of Common Shares issuable to insiders (including their associates), at any time; and

(b) the number of Common Shares issued to insiders (including their associates), within any one year period under the Option Plan, or when combined with all of the Company’s other

security-based compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares.

5. The aggregate number of Common Shares reserved for issuance to optionees who are non-

employee members of the Board shall not exceed 1.0% of the issued and outstanding Common Shares.

6. In respect of grants of Options to any individual that is a non-employee member of the Board, the initial grant of Options to such person is not subject to any limit, but thereafter such individual may not be granted Options in any one year period having a Black-Scholes value in excess of $100,000.

7. The term for exercise of an Option under the Option Plan is to be determined by the Board at the time of grant and no maximum term has been set in the Option Plan. Notwithstanding the expiry date of an Option set by the Board, the expiry date will be adjusted without being subject to the discretion of the Board or the CCGN Committee to take into account any blackout period imposed on the optionee by the Company such that if the expiration date falls within a blackout period or falls within ten business days after the end of such blackout period, then the expiry date will be the close of business on the tenth business day after the end of such blackout period.

8. The Option Plan does not presently contemplate an Option being transformed into a stock appreciation right.

9. The Option Plan does not presently permit the giving of financial assistance to optionees to facilitate the exercise of their Options.

10. Where an employee, officer, director or consultant of the Company or an affiliate of the Company holding an Option directly, or indirectly through an affiliate of such person, or an individual employed by a corporation providing management services to the Company holding an Option is terminated for just cause, the Option terminates on the date of such termination for cause, or such later date as determined by the Board, which can be no later than the expiry date of the Option. If such person either (i) resigns their position without prejudice to the Company in accordance with his or her employment agreement or contract; or (ii) is terminated for a reason other than disability, death or termination for cause, such person’s Option would instead terminate on the date which is the earlier of: (A) 90 days after such date of termination; and (B) the expiry date of the term of the Option, or such later date determined by the Board which shall not be later than the expiry date of the term of the Option.

11. Under the Option Plan, the Board, taking into account the recommendations of the CCGN Committee, has complete discretion to set or vary the terms of any vesting schedule of any Options granted, including the discretion to permit partial vesting in stated percentage amounts based on the term of such Options or to permit full vesting after a stated period of time has passed from the date of grant.

12. If there is any change in the number of Common Shares outstanding through any declaration of a stock dividend or any consolidation, subdivision or reclassification of the Common Shares, the number of shares available under the Option Plan, the shares subject to any Option and the exercise price will be adjusted proportionately, subject to any approval required by the TSX. If the

Company amalgamates, merges, or enters into a plan of arrangement with or into another corporation, and the Company is not the surviving or acquiring corporation, the acquiring corporation shall be required to provide for:

(a) the assumption of each Option granted under the Option Plan or the substitution of another option of equivalent value, each on substantially equivalent terms (a “Substituted Option”), as a replacement for each Option granted under the Option Plan such that the right to receive Common Shares on the exercise of an Option shall be converted, under the Substituted Option, into the right to receive such securities, property and/or cash which the optionee would have received upon such Reorganization (as defined in the Option Plan) if the optionee had exercised his Option immediately prior to the record date applicable to such Reorganization, and where applicable, the exercise price shall be adjusted proportionately; or

(b) the distribution to each eligible optionee of securities, property or cash of appropriate value (as determined by the Board), but only in circumstances in which the optionee would only have received cash or securities or other property that is not listed for trading on any stock exchange, if the optionee had exercised his Option immediately prior to the record date applicable to such Reorganization.

13. If a Change in Control (as defined in the Option Plan) of the Company occurs, all Options will

become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject. If a bona fide take-over bid (as defined in the British Columbia Securities Act) is made for the Common Shares, optionees will be entitled to exercise any Options they hold to permit the optionee to tender the Common Shares received upon exercise of the Options to the take-over bid. If such Common Shares are not taken up by the offeror, they may be returned to the Company and reinstated as unissued Common Shares and the Option shall be reinstated.

14. Except in certain limited circumstances, the Options are non-assignable and non-transferable. Upon the death of an optionee, the Options are transferable to a Qualified Successor. “Qualified Successor” means a person who is entitled to ownership of an Option upon the death of an optionee, pursuant to a will or the applicable laws of descent and distribution upon death. In the event of the death of an optionee, such optionee’s Options shall be exercisable by the Qualified Successor until the earlier of the expiry of the term of the Option or one year from the date of death of the optionee. In addition, if the optionee becomes disabled, the Options may be exercised by a guardian until the earlier of the expiry of the term of the Option or one year from the date of termination of service of such optionee.

15. If any Options are cancelled, surrendered, terminated or have expired without being exercised, new Options may be granted under the Option Plan covering the Common Shares not purchased under such lapsed Options.

16. The decrease in the exercise price or an extension of the term of Options previously granted to insiders or their associates requires approval by a “disinterested shareholder vote” prior to exercise of such amended Options, with any interested insider or their associates abstaining from voting.

17. The Option Plan provides that shareholder approval (or, when required, disinterested shareholder approval) is required to amend the Option Plan in order to:

(a) increase the fixed maximum number or percentage of Common Shares which may be issued under the Option Plan;

(b) materially increase the benefits accruing to participants under the Option Plan;

(c) add any form of financial assistance;

(d) make any amendment to a financial assistance provision which is more favourable to participants under the Option Plan;

(e) reduce the exercise price of Options already granted;

(f) allow for the cancellation or reissuance of any Option granted under the Option Plan;

(g) extend the term of any Option already granted;

(h) permit Options granted under the Option Plan to be transferable or assignable other than for normal estate settlement purposes;

(i) remove or increase the non-employee director participation limit; or

(j) further amend the amendment provisions of the Option Plan,

provided that the Board may make any amendment to the terms of the Option Plan other than as described above without obtaining shareholder approval, including the following types of amendments:

(k) amendments made for the purpose of correcting typographical or clerical errors, clarifying ambiguities or matters of interpretation, or updating statutory or regulatory references;

(l) the addition of a deferred or restricted share unit or any other provision which results in participants receiving securities while no cash consideration is received by the Company, including a “cashless exercise” feature, payable in cash or shares; or

(m) amendments for the purpose of complying with the requirements of any applicable regulatory authority or responding to legal or regulatory changes.

The Option Plan burn rate for each of the three most recently completed fiscal years is set out below:

Stock Option Plan

Year End Options Granted

Weighted Average Shares Outstanding

Burn Rate1

2019 1,419,770 75,979,215 1.9% 2018 1,329,000 64,967,498 2.0% 2017 180,000 57,295,059 0.3%

1 The annual burn rate is expressed as a percentage and is calculated by dividing the number of securities granted under the plan during the applicable fiscal year by the weighted average number of securities outstanding for the applicable fiscal year.

Phantom Performance Share Units (PPSUs)

Purpose The purpose of the granting of PPSUs to the Company’s directors, officers, and employees is to act as a financial incentive for such individuals to consider the long-term interests of the Company and its shareholders. In addition, the granting of the PPSUs are designed to have such individuals continue their involvement with the Company and to increase their efforts on the Company’s behalf.

General Description The PPSUs are administered by the CCGN Committee through individual agreements between the Company and each recipient. The following is a brief description of the principal terms of the PPSUs, which description is qualified in its entirety by the terms of the individual agreements:

1. Each PPSU entitles such Participant to receive on settlement of a PPSU, a cash payment equal to the Market Value (as defined below) of a Common Share multiplied by the number of vested PPSUs in the Participant’s notional account, net of any applicable withholding taxes.

2. PPSUs vest on the achievement of certain specific performance milestones relating to the advancement of the Phoenix Gold Project toward reaching potential commercial production, along with other milestones directly linked to maximizing shareholder value.

3. For those milestones that have been achieved so that such specified percentages of PPSUs have vested by the expiry date, as soon as practical following the expiry date, the Company shall settle such vested PPSUs and make a cash payment to the Participant equal to the Market Value multiplied by the number of vested PPSUs in the Participant’s notional account, net of any applicable withholding taxes. “Market Value”, in relation to a Common Share, means for these purposes, the last closing price of the Common Shares on the TSX on the date of settlement. Following receipt of such payment, the PPSUs shall expire and be of no value whatsoever and shall be removed from the Participant’s notional account.

4. In the event that the Company terminates the Participant at any time with cause, or the Participant resigns such person’s position with the Company, all PPSUs held by the Participants shall terminate without settlement or payment on the date of termination or resignation, respectively, irrespective as to whether any such PPSUs have vested.

5. In the event that the Company terminates the Participant at any time without cause, the vesting of any unvested PPSUs shall be accelerated so that all milestones set out above shall be considered to be achieved and the settlement and payment of the PPSUs shall take place as set out above on the date of termination.

6. In the event of an occurrence of a change of control occurring prior to the expiry date, the vesting of any unvested PPSUs shall be accelerated so that all milestones set out above shall be considered to be achieved, with PPSUs to be considered vested, and the settlement and payment of the PPSUs shall take place as set out above on the date of the closing of the change of control transaction.

Equity Ownership Requirements

Effective January 30, 2015, updated on January 18, 2017, the Company has in place share ownership guidelines pursuant to which officers of the Company are encouraged to own a significant number of Common Shares in order to further align their interests with those of the Company’s shareholders. Compliance with the guidelines is required by the later of January 30, 2020 and five years after becoming an officer, as applicable.

Pursuant to the share ownership guidelines, the President and Chief Executive Officer of Rubicon should hold Common Shares having an acquisition cost to he or she or fair market value (with such value being determined annually using the closing price of the last trading day of each calendar year), whichever is greater, of at least three times the value of the CEO’s annual salary, and all other officers of the Company should also purchase and beneficially own Common Shares having an acquisition cost to that officer or fair market value, whichever is greater, of at least one times the value of the officer’s annual salary.

Restricted share units, performance share units, deferred share units and any other similar equity-based security, whether vested or unvested, are treated as Common Shares owned by an officer in connection with these guidelines; however, Options held by an officer do not count towards the share ownership requirements under the guidelines.

The CCGN Committee reviews the share ownership guidelines on an annual basis and recommends any changes to the Board for approval.

As at January 30, 2020, the NEOs’ share ownership was as follows:

Name Eligible Shareholdings1

($)

Over / (Under) Shareholding Requirement

($)

Multiple of Shareholding Requirement

($) George Ogilvie2 1,414,962 (2,537) 0.99

Nicholas Nikolakakis3 518,288 187,538 1.56

Michael Willett4 394,137 105,387 1.36

1 Valued at the greater of acquisition cost and the closing Common Share price on the date of valuation. The closing price of Common Shares on January 30, 2020 ($1.10) was used for Common Shares, where such price was greater than the acquisition cost, and for all PPSUs held at such date. Base Salary used for determining the NEOs share ownership requirements is also as at January 30, 2020 (See “Compensation Discussion and Analysis – Compensation Awarded”).

2 Mr. Ogilvie was appointed as President and Chief Executive Officer on December 20, 2016 and has until December 20, 2021 to meet his share ownership requirement. However, on February 27, 2020, Mr. Ogilvie acquired an additional 98,039 Common Shares at a cost of acquisition of $1.02 per Common Share, upon which his eligible shareholdings totaled $1,458,945 and met his share ownership requirement by a multiple of 1.07.

3 Mr. Nikolakakis was appointed as Chief Financial Officer on October 7, 2013 and had until January 30, 2020 to meet his share ownership requirement.

4 Mr. Willett was appointed as Director of Projects on December 20, 2016 and had until December 20, 2021 to meet his share ownership requirement.

Pension Plan Benefits The Company does not have in place any defined contribution plan, deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits The Company entered into an employment agreement with Mr. Ogilvie effective December 20, 2016, which provides for: (1) salary; (2) bonus, at the discretion of the Board upon annual reviews; and (3) Options (see Summary Compensation Table). It is not for a fixed term and terminates in accordance with the termination provisions of the agreement. The agreement provides that in the event of a significant change in the affairs of the Company such as a take-over bid, change of control of the Board, the sale, exchange or other disposition of a majority of the outstanding Common Shares, the merger or amalgamation or other corporate restructuring of the Company in a transaction or series of transactions in which the Company’s shareholders receive less than 51% of outstanding Common Shares of the new or continuing corporation (“Significant Change”), and Mr. Ogilvie is terminated by the Company without cause or is constructively dismissed within one year of the Significant Change, the Company shall pay Mr. Ogilvie 3.0 times annual salary and an amount equal to the bonus Mr. Ogilvie earned in the prior year, prorated appropriately. Absent a Significant Change, the agreement provides that in event Mr. Ogilvie is terminated by the Company without cause, the Company shall pay Mr. Ogilvie 2.0 times annual salary and an amount equal to the bonus Mr. Ogilvie earned in the prior year, prorated appropriately. In addition, in the event Mr. Ogilvie is terminated by the Company without cause, his agreement provides for the acceleration of vesting of all outstanding Options and other securities granted by the Company, to vest on the date of his termination. The Company entered into an amended employment agreement with Mr. Nikolakakis effective December 21, 2016, which provides for: (1) salary; (2) bonus, at the discretion of the President and CEO upon annual reviews; and (3) Options (see Summary Compensation Table). It is not for a fixed term and terminates in accordance with the termination provisions of the agreement. The agreement provides that in the event Mr. Nikolakakis is terminated by the Company without cause, or in the event of a Significant Change, and Mr. Nikolakakis is terminated by the Company without cause or is constructively dismissed within one year of the Significant Change, the Company shall pay Mr. Nikolakakis 1.5 times annual salary and 1.5 times annual target bonus payment (with such annual target bonus payment for the purposes of this calculation to be deemed to be equal to 60% of his annual salary). In addition, in the event Mr. Nikolakakis is terminated by the Company without cause, his agreement provides for the acceleration of vesting of all outstanding Options and other securities granted by the Company, to vest on the date of his termination. The Company entered into an employment agreement with Mr. Willett effective December 20, 2016, which provides for: (1) salary; (2) bonus, at the discretion of the President and CEO upon annual reviews; and (3) Options (see Summary Compensation Table). It is not for a fixed term and terminates in accordance with the termination provisions of the agreement. The agreement provides that in the event Mr. Willett is terminated by the Company without cause, or in the event of a Significant Change, and Mr. Willett is terminated by the Company without cause or is constructively dismissed within one year of the Significant Change, the Company shall pay Mr. Willett 1.5 times annual salary and an amount equal to the bonus Mr. Willett earned in the prior year, prorated appropriately. In addition, in the event Mr. Willett is terminated by the Company without cause, his agreement provides for the acceleration of vesting of all outstanding Options and other securities granted by the Company, to vest on the date of his termination. Each NEO is obligated to keep all of the Company’s confidential information confidential for a period of one year after termination of their respective agreements. The following table shows, for each NEO, the amount such person would have been entitled to receive on the termination of his employment without cause on December 31, 2019, the amount such person would

have been entitled to if a change of control occurred on December 31, 2019 and the amount such person would have been entitled to receive on the termination of his employment without cause on December 31, 2019 if that termination occurred following a change in control.

Named Executive Officer

Triggering Event Termination of

Employment Without Cause

Change of Control Termination of Employment

Following Change of Control

George Ogilvie (President and Chief Executive Officer)

Severance $1,417,982 - $1,890,482 Accelerated vesting of Options(1) - - -

Accelerated vesting of PPSUs(2) $748,943 $748,943 $748,943

Total $2,166,925 $748,943 $2,639,425 Nicholas Nikolakakis (Chief Financial Officer and Corporate Secretary)

Severance $793,800 - $793,800 Accelerated vesting of Options1 - - -

Accelerated vesting of PPSUs2 $487,536 $487,536 $487,536

Total $1,281,336 $487,536 $1,281,336 Michael Willett (Director of Projects)

Severance $577,647 - $577,647 Accelerated vesting of Options1 - - -

Accelerated vesting of PPSUs2 $487,536 $487,536 $487,536

Total $1,065,183 $487,536 $1,065,183 1 Accelerated vesting amounts represent the difference between the closing market price of the Common Shares on

December 31, 2019 and the Option exercise price multiplied by the number of unvested Options. 2 Accelerated vesting amounts represent the closing market price of the Common Shares on December 31, 2019 multiplied by

the number of PPSUs.

The criteria used to determine the amount payable to the NEOs was based on industry standards and the Company’s financial circumstances. The employment agreements with the NEOs and subsequent increases in salaries were accepted by the Board based on recommendations of the CCGN Committee at the time.

DIRECTOR COMPENSATION The Board has the responsibility of determining the compensation of the Company’s directors upon recommendation of the CCGN Committee. The Board, upon recommendation of the CCGN Committee, has determined that the principal method of compensating directors is through an annual retainer,

meeting fees and the grant of Options and other securities. The annual retainer and meeting fees are paid in cash. The objective in setting the compensation for the directors is to ensure that the Company can attract and retain a high quality of candidates. The compensation in 2019 for the directors is summarized in the following table. Director Compensation Table The following table sets forth information concerning the compensation paid to, awarded to or earned by directors of the Company other than the NEOs during the financial year ended December 31, 2019:

Name1

Fees earned2

($)

Share-based

awards3

($)

Option-based

awards4

($)


($)

Pension value

($)

All other compensation

($)

Total

($)

Julian Kemp 98,000 81,510 44,459 - - - 223,969

Sasha Bukacheva 86,000 70,395 38,396 - - - 194,791

Daniel Burns 88,000 74,100 40,417 - - - 202,517

Peter R. Jones 74,500 70,395 38,396 - - - 183,291

David Palmer 68,000 70,395 38,396 - - - 176,791

1 The Company, at the end of the financial year December 31, 2019, had six directors, one being an NEO (George Ogilvie). For a description of the compensation paid to Mr. Ogilvie, please refer to the Summary Compensation Table in “Statement of Executive Compensation”.

2 All non-executive directors were paid fees on a quarterly basis according to the following fee schedule for 2019:

Director $30,000 annual retainer Board Chair $40,000 annual retainer Audit Committee Chair $5,000 annual retainer Other Committee Chair $2,500 annual retainer Board and Committee Meeting $2,000 per meeting

The fees included in this column also include fees earned by certain Directors for their participation on special committees of the Board which are formed from time to time.

3 Share-based awards represent the value of PPSUs as measured at the grant date of the underlying PPSU. All PPSUs shown above in respect of the 2017, 2018 and 2019 grants vest on the achievement of certain specific performance milestones relating to the advancement of the Phoenix Gold Project toward reaching potential commercial production, along with other milestones directly linked to maximizing shareholder value. Pursuant to the terms of the PPSUs, the Company will pay out all vested PPSUs in respect of the 2017 grant on February 5, 2021, the 2018 grant on April 2, 2022 and the 2019 grant on January 22, 2023.

4 Option-based awards represent the fair value of Options measured using the Black-Scholes model as measured at the grant date of the underlying Option. The Black-Scholes method is used by the Company to measure stock-based compensation in its financial statements. The significant assumptions used in applying this model to the 2019 grants were: exercise price and market price: $1.14, estimated future risk-free interest rate: 1.45%, estimated time to exercise: five years, estimated future volatility of the Company’s share price: 53.12% and estimated future annual dividends: Nil. See “Statement of Executive Compensation – Incentive Awards – Option Plan”.

None of the directors of the Company other than the NEOs, received, during the financial year ended December 31, 2019, compensation pursuant to:

(a) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or

(b) any arrangement for the compensation of directors for services as consultants or experts. Share-based awards, option-based awards and non-equity incentive plan compensation Outstanding share-based awards and option-based awards The following table sets forth particulars of all awards outstanding for each director who is not a NEO of the Company as at the end of the financial year ended December 31, 2019, the most recent financial year-end, including awards granted before the most recently completed financial year:


Name



options1 (#)

Option exercise

price ($)

Option expiration date



($)



(#)

Market or payout value of share-based

awards that have

not vested

($)



($) Julian Kemp 81,550 1.17 02-Apr-24 - - - - 60,000 1.44 05-Feb-23 - - - - 125,000 1.48 23-Dec-21 - 92,990 100,430 21,087

Sasha Bukacheva 68,609 1.17 02-Apr-24 - - - - 75,000 1.18 12-Jun-2023 - 48,433 46,908 5,212

Daniel Burns 75,079 1.17 02-Apr-24 - - - - 60,000 1.44 05-Feb-23 - - - - 125,000 1.48 23-Dec-21 - 84,230 90,968 18,916

Peter R. Jones 68,609 1.17 02-Apr-24 - - - - 60,000 1.44 05-Feb-23 - - - - 75,000 1.48 23-Dec-21 - 75,470 81,507 16,745

David Palmer 68,609 1.17 02-Apr-24 - - - - 60,000 1.44 05-Feb-23 - - - - 75,000 1.48 23-Dec-21 - 75,470 81,507 16,745

1 All of the grants listed above represent grants of Options by the Company. Each Option entitles the holder to purchase one Common Share.

2 Value of unexercised in-the-money Options represents the difference between the closing market price of the Common Shares on the last TSX trading day of 2019, December 31, 2019, which was $1.08, and the Option exercise price multiplied by the number of outstanding Options.

3 These grants represent grants of PPSUs. Each PPSU entitles the holder to receive on settlement of a PPSU, a cash payment equal to the market value of a Common Share multiplied by the number of vested PPSUs in the holder’s notional account, net of any applicable withholding taxes. Value of the market or payout value of share-based awards that have not vested represents the difference between the closing market price of the Common Shares on the last TSX trading day of 2019, December 31, 2019, which was $1.08, multiplied by the number of outstanding PPSUs.


Incentive plan awards – value vested or earned during 2019

Name

Option-based awards - Value vested during the

year1

($)

Share-based awards - Value vested during the

year2, 3 ($)

Non-equity incentive plan compensation -

Value earned during the year ($)

Julian Kemp - 6,195 n/a Sasha Bukacheva - 5,212 n/a Daniel Burns - 5,703 n/a Peter R. Jones - 5,212 n/a David Palmer - 5,212 n/a

1 Value vested amount is the aggregate of the differences between the closing market prices of the Common Shares on the TSX on the dates of vesting and the exercise prices of the vesting Options multiplied by the number of Options.

2 Value vested amount is the aggregate of the closing market prices of the Common Shares on the TSX on the dates of vesting multiplied by the number of PPSUs multiplied by the percentage weighting attributed to the specific milestone achieved.


Equity Ownership Requirements

Effective January 30, 2015, updated on January 18, 2017, the Company has in place share ownership guidelines pursuant to which directors of the Company are encouraged to own a significant number of Common Shares in order to further align their interests with those of the Company’s shareholders. Compliance with the guidelines is required by the later of January 30, 2020 and five years after becoming a director, as applicable.

Pursuant to the share ownership guidelines, each director should purchase and beneficially own, Common Shares having an acquisition cost to that director or fair market value (with such value being determined annually using the closing price of the last trading day of each calendar year), whichever is greater, of at least the lesser of (i) three times the value of the director’s annual retainer fee, and (ii) $150,000.

Restricted share units, performance share units, deferred share units and any other similar equity-based security, whether vested or unvested, are treated as Common Shares owned by an officer in connection with these guidelines, however, Options held by a director do not count towards the share ownership requirements under the guidelines.

The CCGN Committee reviews the share ownership guidelines on an annual basis and recommends any changes to the Board for approval.

As at January 30, 2020, the shareholdings of directors who are not NEOs were as follows:

Name Eligible Common Shareholdings1

($)


($)


($)

Julian Kemp2 275,988 125,988 1.84

Sasha Bukacheva3 137,210 47,210 1.52

Daniel Burns4 194,420 81,920 1.73

Name Eligible Common Shareholdings1

($)


($)


($)

Peter R. Jones5 178,998 81,498 1.84

David Palmer5 272,248 182,248 3.02

1 Valued at the greater of acquisition cost and the closing Common Share price on the date of valuation. The closing price of Common Shares on January 30, 2020 ($1.10) was used for Common Shares, where such price was greater than the acquisition cost, and for all PPSUs held as at such date. Director’s annual retainer fee used for determining the director’s share ownership requirements is also as at January 30, 2020.

2 Mr. Kemp was first appointed on May 31, 2010 and had until January 30, 2020 to meet his share ownership requirement. 3 Ms. Bukacheva was first appointed on April 1, 2018 and has until April 1, 2023 to meet her share ownership requirement. 4 Mr. Burns was first appointed on August 8, 2016 and has until August 8, 2021 to meet his share ownership requirement. 5 Mr. Jones and Dr. Palmer were each first appointed on December 20, 2016 and have until December 20, 2021 to meet their

respective share ownership requirements. On February 27, 2020, Mr. Jones acquired an additional 19,600 Common Shares at a cost of acquisition of $1.02 per Common Share, upon which his eligible shareholdings totaled $101,490 and met his share ownership requirement by a multiple of 2.04.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information The following table sets forth details of the Company’s compensation plans under which equity securities of the Company are authorized for issuance as at December 31, 2019.

Plan Category

Number of securities to be issued upon exercise of

outstanding Options, warrants and rights1

(a)

Weighted-average exercise price of

outstanding Options, warrants and rights ($)

(b)

Number of securities remaining available for future issuance under equity compensation

plans2 (c)

Equity compensation plans approved by securityholders

5,779,473 $1.39 3,149,088

Equity compensation plans not approved by securityholders

n/a n/a n/a

Total 5,779,473 $1.39 3,149,088 1 Amounts listed in the first row of column (a) represent Options outstanding at December 31, 2019 under the Option Plan. 2 Amounts listed in column (c) represent the Option Plan limitation of 10% of the issued and outstanding Common Shares less

issued Options as listed in column (a).

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the Company’s directors, nominee directors, executive officers or employees, or former directors, executive officers or employees, nor any associate of such individuals, is at the date of this Circular, or has been, during the year ended December 31, 2019, indebted to the Company or any of its subsidiaries in connection with the purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Circular, “informed person” means:

(a) a director or executive officer of the Company;

(b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

(c) any person or company who beneficially owns, or controls or directs, directly or indirectly, 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

(d) the Company, if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

No informed person of the Company, 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 transaction since the commencement of the Company’s last completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS Management functions of the Company and any subsidiary of the Company are not, to any substantial degree, performed by a person other than the directors or executive officers of the Company or its subsidiaries.

AUDIT COMMITTEE DISCLOSURE National Instrument 52-110 – Audit Committees requires the Company to disclose annually in its Annual Information Form certain information concerning the constitution of its audit committee and its relationship with its independent auditors. Such information can be found at pages 47 to 49 of the Company’s Annual Information Form for the financial year ended December 31, 2019, with the full text of the Company’s Audit Committee Charter included as Schedule “A” in such Annual Information Form, a copy of which is available online at www.sedar.com or on the Company’s website at www.rubiconminerals.com. A copy will be provided free of charge to any securityholder of the Company upon request.



DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose their governance practices in accordance with that instrument. A discussion of the Company’s corporate governance practices within the context of NI 58-101 is set out in Schedule “F” to this Circular, while a copy of the Company’s Corporate Governance Guidelines, which encompasses the Board’s mandate, is attached as Schedule “G” to this Circular.

ADDITIONAL INFORMATION Additional information concerning the Company is available online at www.sedar.com. Financial information concerning the Company is provided in the Company’s comparative financial statements and auditors’ report thereon and Management’s Discussion & Analysis for the financial year ended December 31, 2019. Shareholders wishing to obtain a copy of the Company’s financial statements and Management’s Discussion & Analysis for the year ended December 31, 2019 may contact the Company as follows:

Rubicon Minerals Corporation 121 King Street West, Suite 830

Toronto, Ontario, Canada M5H 3T9

Telephone: 416-766-2804 Facsimile: 416-792-4607

Website: www.rubiconminerals.com



FORWARD-LOOKING STATEMENTS

This Circular, the letter to shareholders, the accompanying notice of meeting and related materials may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “anticipate”, “believe”, “conceptually”, “confidence”, “de-risking”, “estimate”, “indication”, “intend”, “eventuality”, “expect”, “feasibility”, “foreseeable”, “future”, “plan”, “possible”, “potential”, “precautionary”, “project”, “prospective”, “study”, “to be”, “upside” and other similar words, or statements that certain events or conditions may or will occur. Forward-looking statements include, without limitation, statements regarding the results from the activities that took place at the Project including, the Company’s Mineral Resource estimates and new geological and structural model, the potential viability of the Project becoming a commercial operation and the results and outcomes associated with the 2019 PEA (including expected after-tax internal rate of return and net present value, which are estimates only), and the expected timing and outcome of the Feasibility Study. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, the availability of financing on advantageous terms, the impact of the COVID-19 virus pandemic on the Company’s ability to maintain its activities, advance its business objectives as planned and secure financing, risks associated with inherent uncertainties of mining and economic studies such as the 2019 PEA and the anticipated Feasibility Study and other factors described above and in the Company’s most recent annual information form under the heading “Risk Factors” and in the technical report entitled “National Instrument 43-101 Technical Report for the Phoenix Gold Project Mineral Resource Update” effective December 6, 2019 and dated January 3, 2020 (the “2020 Technical Report”) which have been filed electronically by means of the Canadian Securities Administrators’ website located at www.sedar.com. The forward-looking statements referenced or contained herein are expressly qualified by these Cautionary Statements as well as those in the Company’s most recent annual information form, the Company’s management’s discussion and analysis for the quarter ended March 31, 2020 and the 2020 Technical Report. Forward-looking statements contained herein are made as of the specified and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable laws. The reader is cautioned not to place undue reliance on forward-looking statements.

SCIENTIFIC AND TECHNICAL INFORMATION

The scientific and technical content of this Circular, the letter to shareholders, the accompanying notice of meeting and related materials has been reviewed, verified and approved by Michael Willett, P.Eng., Director of Projects, a Qualified Person as defined by National Instrument 43-101. For the details of the key parameters, assumptions and risks associated with the 2019 PEA and Mineral Resources estimates discussed in the foregoing documents the reader should refer to the 2020 Technical Report available at www.sedar.com.



DIRECTORS’ APPROVAL The contents of this Circular and the sending thereof to the shareholders of the Company have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS (signed) “Julian Kemp”

Julian Kemp Chair of the Board of Directors


SCHEDULE “A” NAME CHANGE RESOLUTION

To be effective, the Name Change Resolution must be approved by not less than two thirds of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. See “Particulars of Matters to be Acted Upon — Approval of Name Change”. BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. the change of the name of the Company from Rubicon Minerals Corporation to “Battle North Gold

Corporation”, or to such other name as the board of directors of the Company may, in its sole discretion, deem appropriate and as may be acceptable to applicable regulatory authorities (the “Name Change”), including the Toronto Stock Exchange and the BC Registrar of Companies (the “BC Registry”), as more particularly described in the management information circular of the Company dated May 6, 2020 (the “Circular”), be and is hereby approved and authorized;

2. the corresponding amendments to the Notice of Articles and Articles of the Company necessary to reflect the Name Change, be and are hereby approved and authorized;

3. pursuant to Section 257 of the Business Corporations Act (British Columbia), the alteration of the Company’s Articles will take effect at the time that the Notice of Alteration to the Notice of Articles is filed with the BC Registry;

4. any director or officer of the Company be and is hereby authorized and directed to do or cause to be done such acts and things and to execute and deliver or cause to be executed and delivered all documents that such director or officer may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution, including the filing of a Notice of Alteration to the Notice of Articles with the BC Registry; and

5. notwithstanding approval of the shareholders of the Company as herein provided, the board of directors of the Company may, in its sole discretion, revoke this special resolution before it is acted upon without further confirmation, ratification or approval of the shareholders of the Company.

It is the intention of the Management Designees, if named as proxyholder in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote such proxies FOR the approval of the Name Change Resolution.

SCHEDULE “B” NEW ARTICLES RESOLUTION

To be effective, the New Articles Resolution must be approved by not less than two thirds of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. See “Particulars of Matters to be Acted Upon — Approval of New Articles”. BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the termination of the current Articles of the Company and the replacement of such Articles in

their entirety by those Articles attached as Schedule “C” to the management information circular of the Company dated May 6, 2020 (the “Circular”) and more particularly described therein (the “New Articles”), be and is hereby approved and authorized;

2. pursuant to Section 259 of the Business Corporations Act (British Columbia), this special resolution be deposited at the Company’s records office and the Articles of the Company be and are hereby amended accordingly, to take effect at the time of the deposit of this resolution;

3. any director or officer of the Company be and is hereby authorized and directed to do or cause to be done such acts and things and to execute and deliver or cause to be executed and delivered all documents that such director or officer may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution; and


It is the intention of the Management Designees, if named as proxyholder in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote such proxies FOR the approval of the New Articles Resolution.

SCHEDULE “C” NEW ARTICLES

Incorporation Number BC0515006

ARTICLES

OF

Battle North Gold Corporation3

BUSINESS CORPORATIONS ACT

BRITISH COLUMBIA

[TABLE OF CONTENTS - To Be Inserted.]

3 Subject to approval of name change from Rubicon Minerals Corporation.

Incorporation Number BC0515006

ARTICLES

OF

Battle North Gold Corporation4

(the “Company”)

The Company will have as its Articles the following Articles.

PART 1 INTERPRETATION

1.1 Definitions

In these Articles (the “Articles”), unless the context otherwise requires:

(1) “appropriate person” has the meaning assigned in the Securities Transfer Act;

(2) “board of directors”, “directors” and “board” mean the directors of the Company for the time being;

(3) “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(4) “Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(5) “legal personal representative” means the personal or other legal representative of a shareholder;

(6) “protected purchaser” has the meaning assigned in the Securities Transfer Act;

(7) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(8) “seal” means the seal of the Company, if any;

(9) “Securities Act” means the Securities Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(10) “securities legislation” means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; and “Canadian securities legislation” means the securities legislation in any province or territory of Canada and includes the Securities Act; and;


(11) “Securities Transfer Act” means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2 SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all. If a shareholder is the registered owner of uncertificated shares, the Company must send to that holder a written notice containing the information required by the Act within a reasonable time after the issue or transfer of the shares.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company (including the Company’s legal counsel or transfer agent) is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the Company is satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, it must, on production to it of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as it thinks fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and

(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

(1) so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

(2) provides the Company with an indemnity bond sufficient in the Company’s judgement to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

(3) satisfies any other reasonable requirements imposed by the Company.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

2.7 Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.9 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.10 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3 ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the directors may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may if authorized by resolution of the directors at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may if authorized by resolution of the directors pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:

(a) past services performed for the Company;

(b) property;

(c) money; and

(2) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

PART 4 SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register, which may be kept in electronic form.

4.2 Appointment of Agent

The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

If the Company has appointed a transfer agent, references in Articles 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 5.7 to the Company include its transfer agent.

4.3 Closing Register

The Company must not at any time close its central securities register.

PART 5 SHARE TRANSFERS

5.1 Registering Transfers

The Company must register a transfer of a share of the Company if either:

(1) the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(a) in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

(b) in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of the Business Corporations Act and including the case where the Company has issued a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

(c) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

(2) all the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.2 Waivers of Requirements for Transfer

The directors may waive any of the requirements set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(2).

5.3 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.

5.4 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.5 Signing of Instrument of Transfer

If a shareholder or other appropriate person or an agent who has actual authority to act on behalf of that person, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:

(1) in the name of the person named as transferee in that instrument of transfer; or

(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.6 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.7 Transfer Fee

Subject to the applicable rules of any stock exchange on which the shares of the Company may be listed, there must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

PART 6 TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles and applicable securities legislation, if appropriate evidence of appointment or incumbency within the meaning of the

Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

PART 7 ACQUISITION OF COMPANY’S SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares, the Business Corporations Act and applicable securities legislation, the Company may, if authorized by resolution of the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

7.2 No Purchase, Redemption or Other Acquisition When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or

(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may if authorized by resolution of the directors sell or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;

(2) must not pay a dividend in respect of the share; and

(3) must not make any other distribution in respect of the share.

PART 8 BORROWING POWERS

8.1 Borrowing Powers

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that it considers appropriate;

(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as it considers appropriate;

(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4) mortgage, hypothecate, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company, including property that is movable or immovable, corporeal or incorporeal.

8.2 Additional Powers

The powers conferred under this Part 8 shall be deemed to include the powers conferred on a company by Division VII of the Act Respecting the Special Powers of Legal Persons being chapter P-16 of the Revised Statutes of Quebec, and every statutory provision that may be substituted therefor or for any provision therein.

PART 9 ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Articles 9.2 and 9.3, the special rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act, the Company may:

(1) by ordinary resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c) if the Company is authorized to issue shares of a class of shares with par value:

(i) decrease the par value of those shares; or

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(d) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; or

(e) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act;

and, if applicable, alter its Notice of Articles and Articles accordingly; or

(2) by resolution of the directors:

(a) subdivide or consolidate all or any of its unissued, or fully paid issued, shares; or

(b) alter the identifying name of any of its shares;

and if applicable, alter its Notice of Articles and, if applicable, its Articles accordingly.

9.2 Special Rights or Restrictions

Subject to the special rights or restrictions attached to any class or series of shares and the Business Corporations Act, the Company may by ordinary resolution:

(1) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued;

and alter its Articles and Notice of Articles accordingly.

9.3 No Interference with Class or Series Rights without Consent

A right or special right attached to issued shares must not be prejudiced or interfered with under the Business Corporations Act, the Notice of Articles or these Articles unless the holders of shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of the holders of such class or series of shares.

9.4 Change of Name

The Company may, by directors’ resolution or ordinary resolution, change the name of the Company and, as required, authorize an alteration to its Notice of Articles in order to change its name.

9.5 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

PART 10 MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place, whether in or outside of British Columbia, as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders, to be held at such time and place, whether in or outside of British Columbia, as may be determined by the directors.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

10.5 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.6 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1) state the general nature of the special business; and

(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(a) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.7 Class Meetings and Series Meetings of Shareholders

Unless otherwise specified in these Articles, the provisions of these Articles relating to a meeting of shareholders will apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of shareholders holding a particular class or series of shares.

10.8 Notice of Dissent Rights

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;

(2) otherwise, 10 days.

10.9 Advance Notice Provisions

(1) Nomination of Directors

Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the procedures set out in this Article 10.9 shall be eligible for election as directors to the board of directors of the Company. Nominations of persons for election to the board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:

(a) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a valid proposal made in accordance with the provisions of the Business Corporations Act or a valid requisition of shareholders made in accordance with the provisions of the Business Corporations Act; or

(c) by any person entitled to vote at such meeting (a “Nominating Shareholder”), who:

(i) is, at the close of business on the date of giving notice provided for in this Article 10.9 and on the record date for notice of such meeting, either entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Company; and

(ii) has given timely notice in proper written form as set forth in this Article 10.9.

(2) Exclusive Means

For the avoidance of doubt, this Article 10.9 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Company.

(3) Timely Notice

In order for a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”), the Nominating Shareholder’s notice must be received by the corporate secretary of the Company at the principal executive offices or registered office of the Company:

(a) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. (Vancouver time) on the 30th day before the date of the meeting; provided, however, if the first public announcement made by the Company of the date of the meeting (each such date being the “Notice Date”) is less than 50 days before the meeting date, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date; and

(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the Notice Date;

provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described in Article 10.9(3)(a) or 10.9(3)(b), and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 30th day before the date of the applicable meeting.

(4) Proper Form of Notice

To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary must comply with all the provisions of this Article 10.9 and disclose or include, as applicable:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a “Proposed Nominee”):

(i) the name, age, business and residential address of the Proposed Nominee;

(ii) the principal occupation/business or employment of the Proposed Nominee, both presently and for the past five years;

(iii) the number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the

Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iv) full particulars of any relationships, agreements, arrangements or understandings (including financial, compensation or indemnity related) between the Proposed Nominee and the Nominating Shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder;

(v) any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to the Business Corporations Act or applicable securities law; and

(vi) a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as director under the provisions of subsection 124(2) of the Business Corporations Act; and

(b) as to each Nominating Shareholder giving the notice, and each beneficial owner, if any, on whose behalf the nomination is made:

(i) their name, business and residential address;

(ii) the number of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(iii) their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Company or the person’s economic exposure to the Company;

(iv) any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

(v) full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Company or the nomination of directors to the board;

(vi) a representation that the Nominating Shareholder is a holder of record of securities of the Company, or a beneficial owner, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such nomination;

(vii) a representation as to whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Company in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Company in support of such nomination; and

(viii) any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act or as required by applicable securities law.

Reference to “Nominating Shareholder” in this Article 10.9(4) shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

(5) Currency of Nominee Information

All information to be provided in a Timely Notice pursuant to this Article 10.9 shall be provided as of the date of such notice. The Nominating Shareholder shall provide the Company with an update to such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days before the date of the meeting, or any adjournment or postponement thereof.

(6) Delivery of Information

Notwithstanding Part 23 of these Articles, any notice, or other document or information required to be given to the corporate secretary pursuant to this Article 10.9 may only be given by personal delivery or courier (but not by fax or email) to the corporate secretary at the address of the principal executive offices or registered office of the Company and shall be deemed to have been given and made on the date of delivery if it is a business day and the delivery was made prior to 5:00 p.m. in the city where the Company’s principal executive offices are located and otherwise on the next business day.

(7) Defective Nomination Determination

The chair of any meeting of shareholders of the Company shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this Article 10.9, and if any proposed nomination is not in compliance with such provisions, must as soon as practicable following receipt of such nomination and prior to the meeting declare that such defective nomination shall not be considered at any meeting of shareholders.

(8) Waiver

The board may, in its sole discretion, waive any requirement in this Article 10.9.

(9) Definitions

For the purposes of this Article 10.9, “public announcement” means disclosure in a news release disseminated by the Company through a national news service in Canada, or in a document filed by the Company for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(2) at an annual general meeting, all business is special business except for the following:

(a) business relating to the conduct of or voting at the meeting;


(b) consideration of any financial statements of the Company presented to the meeting;

(c) consideration of any reports of the directors or auditor;

(d) the election or appointment of directors;

(e) the appointment of an auditor;

(f) the setting of the remuneration of an auditor;

(g) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and

(h) any non-binding advisory vote (i) proposed by the Company, (ii) required by the rules of any stock exchange on which securities of the Company are listed, or (iii) required by applicable Canadian securities legislation.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares and to Article 11.4, a quorum for the transaction of business at a meeting of shareholders is present if at least two shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1) the quorum is one person who is, or who represents by proxy, that shareholder, and

(2) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the officers, any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a meeting requisitioned by shareholders, the meeting is dissolved, and

(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or

(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the corporate secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In the case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(1) the poll must be taken:

(a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(b) in the manner, at the time and at the place that the chair of the meeting directs;

(2) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(3) the demand for the poll may be withdrawn by the person who demanded it.

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of the meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company or its agent must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company or its agent may destroy such ballots and proxies.

PART 12 VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2) on a poll, every shareholder entitled to vote on the matter is entitled, in respect of each share entitled to be voted on the matter and held by that shareholder, to one vote and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder

If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must be received:

(a) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned or postponed meeting; or

(b) at the meeting or any adjourned or postponed meeting, by the chair of the meeting or adjourned or postponed meeting or by a person designated by the chair of the meeting or adjourned or postponed meeting;

(2) if a representative is appointed under this Article 12.5:

(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company or its transfer agent by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;

(3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

(4) the Company is a public company.

12.7 When Proxy Provisions Do Not Apply to the Company

If and for so long as the Company is a public company, Articles 12.8 to 12.14 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, or any rules of an exchange on which securities of the Company are listed.

12.8 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.9 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting;

(2) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting; or

(3) be received in any other manner determined by the board or the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages or by using such available internet or telephone voting services as may be approved by the directors.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

Battle North Gold Corporation5 (the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder - printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:

(1) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(2) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; or

(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Chair May Determine Validity of Proxy.

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at the meeting, and any such determination made in good faith shall be final, conclusive and binding upon the meeting.


12.16 Production of Evidence of Authority to Vote

The board or the chair of any meeting of shareholders may, but need not, at any time (including before, at or subsequent to the meeting) inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence for the purposes of determining a person’s share ownership as at the relevant record date and the authority to vote.

PART 13 DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) subject to Article 13.1(2) and Article 13.1(3), the number of directors that is equal to the number of the Company’s first directors;

(2) if the Company is a public company, the greater of three and the most recently set of:

(a) the number of directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and

(b) the number of directors in the office pursuant to Article 14.4.

(3) if the Company is not a public company, the most recently set of:

(a) the number of directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and

(b) the number of directors in office pursuant to Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Article 13.1(2)(a) or Article 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; or

(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number then the directors, subject to Article 14.8, may appoint directors to fill those vacancies.

No decrease in the number of directors will shorten the term of an incumbent director.

13.3 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of, or not in his or her capacity as, a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

PART 14

ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set by the directors under these Articles; and

(2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment, subject to being nominated in accordance with Article 10.9.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act; or

(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) when his or her successor is elected or appointed; and

(4) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles but their term of office shall expire when new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors’ Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Article 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or reappointment, subject to being nominated in accordance with Article 10.9.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(1) the term of office of the director expires;

(2) the director dies;

(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

A director may be removed from office before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company in accordance with the Business Corporations Act and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

PART 15 POWERS AND DUTIES OF DIRECTORS

15.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

PART 16 INTERESTS OF DIRECTORS AND OFFICERS

16.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

16.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

16.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

16.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

16.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

16.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

16.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person (including a person in which the Company may be interested as a shareholder or otherwise), and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

PART 17 PROCEEDINGS OF DIRECTORS

17.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

17.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

17.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any; or

(2) in the absence of the chair of the board, the president, if any, if the president is a director; or

(3) any other director chosen by the directors if:

(a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c) the chair of the board and the president, if a director, has advised the corporate secretary, if any, or any other director, that he or she will not be present at the meeting.

17.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors:

(1) in person;

(2) by telephone; or

(3) other communications medium;

if all directors participating in the meeting, whether in person, or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

17.5 Calling of Meetings

A director may, and the corporate secretary or an assistant corporate secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

17.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1 or as provided in Article 17.7, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone conversation with a director.

17.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2) the director has waived notice of the meeting.

17.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting.

17.9 Waiver of Notice of Meetings

Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.

Attendance of a director at a meeting of the directors is a waiver of notice of the meeting, unless that director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

17.10 Quorum

The quorum necessary for the transaction of the business of the directors is a majority of the number of directors in office or such other number as the directors may determine from time to time.

17.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this Article 17.12 may be by any written instrument, e-mail or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

PART 18 BOARD COMMITTEES

18.1 Appointment and Powers of Committees

The directors may, by resolution:

(1) appoint one or more committees consisting of the director or directors that they consider appropriate;

(2) delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:

(a) the power to fill vacancies in the board of directors;

(b) the power to remove a director or appoint additional directors;

(c) the power to set the number of directors;

(d) the power to create a committee of directors, create or modify the terms of reference for a committee of the directors, or change the membership of, or fill vacancies in, any committee of the directors;

(e) the power to appoint or remove officers appointed by the directors; and

(3) make any delegation permitted by paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

18.2 Obligations of Committees

Any committee appointed under Article 18.1, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and

(2) report every act or thing done in exercise of those powers at such times as the directors may require.

18.3 Powers of Board

The directors may, at any time, with respect to a committee appointed under Article 18.1:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2) terminate the appointment of, or change the membership of, the committee; and

(3) fill vacancies in the committee.

18.4 Committee Meetings

Subject to Article 18.2(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Article 18.1:

(1) the committee may meet and adjourn as it thinks proper;

(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(3) a majority of the members of the committee constitutes a quorum of the committee; and

(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

PART 19 OFFICERS

19.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

19.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;

(2) delegate to the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

19.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

19.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

PART 20 INDEMNIFICATION

20.1 Definitions

In this Part 20:

(1) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director or former director or an officer or former officer of the Company (each, an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of the Company:

(a) is or may be joined as a party; or

(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3) “expenses” has the meaning set out in the Business Corporations Act;

(4) “officer” means an officer appointed by the board of directors.

20.2 Mandatory Indemnification of Directors and Officers

Subject to the Business Corporations Act, the Company must indemnify an eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding to the fullest extent permitted by the Business Corporations Act.

20.3 Deemed Contract

Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 20.2.

20.4 Permitted Indemnification

Subject to any restrictions in the Business Corporations Act, the Company may if authorized by resolution of the directors indemnify any person, including directors, officers, employees, agents and representatives of the Company.

20.5 Non-Compliance with Business Corporations Act

The failure of a director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part 20.

20.6 Company May Purchase Insurance

The Company may if authorized by resolution of the directors purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, officer, employee or agent of the Company;

(2) is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3) at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4) at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.

PART 21 DIVIDENDS

21.1 Payment of Dividends Subject to Special Rights

The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

21.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may consider appropriate.

21.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 21.2.

21.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5:00 p.m. (Vancouver time) on the date on which the directors pass the resolution declaring the dividend.

21.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

21.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deemed advisable, and, in particular, may:

(1) set the value for distribution of specific assets;

(2) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixe din order to adjust the rights of all parties; and

(3) vest any such specific assets in trustees for the persons entitled to the dividend.

21.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

21.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

21.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

21.10 Dividend Bears No Interest

No dividend bears interest against the Company.

21.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12 Payment of Dividends

Any dividend or other distribution payable in money in respect of shares may be paid:

(1) by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing; or

(2) by electronic transfer, if so authorized by the shareholder.

The mailing of such cheque or the forwarding by electronic transfer will, to the extent of the sum represented by the cheque or transfer (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

21.14 Unclaimed Dividends

Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

PART 22 ACCOUNTING RECORDS AND AUDITOR

22.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

22.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

22.3 Remuneration of Auditor

The directors may set the remuneration of the auditor of the Company.

PART 23 NOTICES

23.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, the shareholder’s registered address;

(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(c) in any other case, the mailing address of the intended recipient;

(2) delivery at the applicable address for that person as follows, addressed to the person:

(a) for a record delivered to a shareholder, the shareholder’s registered address;

(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(c) in any other case, the delivery address of the intended recipient;

(3) unless the intended recipient is the Company or the auditor of the Company, sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(4) unless the intended recipient is the auditor of the Company, sending the record by e-mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class;

(5) physical delivery to the intended recipient;

(6) creating and providing a record posted on or made available through a general accessible electronic source and providing written notice by any of the foregoing methods as to the availability of such record; or

(7) as otherwise permitted by applicable securities legislation.

23.2 Deemed Receipt

A notice, statement, report or other record that is:

(1) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

(2) faxed to a person to the fax number provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(3) e-mailed to a person to the e-mail address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; and

(4) delivered in accordance with Article 23.1(6), is deemed to be received by the person on the day such written notice is sent.

23.3 Certificate of Sending

A certificate signed by the corporate secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 23.1 is conclusive evidence of that fact.

23.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

23.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

23.6 Undelivered Notices

If, on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 23.1 and on each of those occasions any such record is returned because the shareholder cannot be located,

the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

PART 24 SEAL AND SIGNATURES

24.1 Who May Attest Seal

Except as provided in Articles 24.1(2) and 24.1(4), the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;

(2) any two officers;

(3) any officer, together with any director;

(4) if the Company only has one director, that director; or

(5) any one or more directors or officers or persons as may be determined by the directors.

24.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

24.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 24.1 to attest the Company’s seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

24.4 Reproduction of Signatures

The signature of any one or more officers, directors and other persons determined by the directors, may, if authorized by the directors, be printed or otherwise mechanically reproduced upon any record executed or issued by the Company or any officer thereof. Any record on which the signature of any person is so printed or mechanically reproduced by authorization of the directors shall be deemed to have been manually signed by such person whose signature is so printed or mechanically reproduced and shall be as valid to all intents and purposes as if such record had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold office at the date of delivery or issue of such record.

PART 25 PROHIBITIONS

25.1 Definitions

In this Part 25:

(1) “security” has the meaning assigned in the Securities Act;

(2) “transfer restricted security” means:

(a) a share of the Company;

(b) a security of the Company convertible into shares of the Company; or

(c) any other security of the Company which must be subject to restrictions on transfer in order for the Company to satisfy the requirement for restrictions on transfer under the “private issuer” exemption of Canadian securities legislation or under any other exemption from prospectus or registration requirements of Canadian securities legislation similar in scope and purpose to the “private issuer” exemption.

25.2 Application

Article 25.3 does not apply to the Company if and for so long as it is a public company.

25.3 Consent Required for Transfer of Shares or Transfer Restricted Securities

No share or other transfer restricted security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

PART 26 FORUM SELECTION

26.1 Forum for Adjudication of Certain Disputes

Unless the Company consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada and the appellate Courts therefrom, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Business Corporations Act or these Articles (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers, but this paragraph (iv) does not include any action or proceeding related to the business carried on by the Company or such affiliates, which action or proceeding may be brought in another jurisdiction, as appropriate.

SCHEDULE “D” SPP RESOLUTION

To be effective, the SPP Resolution must be approved by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. See “Particulars of Matters to be Acted Upon — Approval of Share Purchase Plan”. BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT: 1. the share purchase plan of the Company attached as Schedule “E” to the management information

circular of the Company dated May 6, 2020 (the “Circular”) and more particularly described therein (the “Share Purchase Plan”), with such maximum number of common shares of the Company that may be issued under it and any other share compensation arrangements implemented by the Company (for greater clarity, excluding arrangements assumed or replaced by the Company as a result of any acquisition or business combination completed by the Company in the future) to all applicable participants not to exceed 10% of the issued and outstanding common shares of the Company at the time of the issuance, be and is hereby approved and authorized;

2. the Company shall have the ability to continue issuing common shares of the Company under the Share Purchase Plan until June 22, 2023, being the date that is three years from the date of the meeting at which approval of shareholders of the Company is being sought and the date by which the Company must subsequently seek approval of the shareholders of the Company for the Share Purchase Plan;

3. any director or officer of the Company be and is hereby authorized and directed to do or cause to be done such acts and things and to execute and deliver or cause to be executed and delivered all documents that such director or officer may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution; and


It is the intention of the Management Designees, if named as proxyholder in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote such proxies FOR the approval of the SPP Resolution.

SCHEDULE “E” SHARE PURCHASE PLAN

BATTLE NORTH GOLD CORPORATION6

SHARE PURCHASE PLAN

1. Purpose

This Share Purchase Plan (the “Plan”) is intended to provide an incentive for Employees, including Officers, the Company and its participating Subsidiaries and Directors of the Company to acquire or increase their ownership in the Company through the purchase of Common Shares of the Company. The purpose of the Plan is to provide Employees and Directors with an opportunity to become an owner in the Company and to invest in the Company’s future by becoming a Shareholder.

2. Definitions

As used in this Plan, the following terms shall have the meanings given to them below:

(a) “Account” means the account recorded in the records of the Administrator established on behalf of a Participant to which the amount of the Contributions and Purchased Shares shall be credited, and any distributions and withdrawals of Purchased Shares shall be debited.

(b) “Administrator” means any person so designated by the Company, including any third-party company hired to perform administrative duties required under the Plan.

(c) “Base Compensation” means, as applicable, (i) gross annual earnings or base salary of an Employee, or (ii) regular gross annual retainer of a Director, in all cases excluding payments for overtime, shift differentials, incentive compensation, bonuses, and other special payments, fees, allowances or extraordinary compensation.

(d) “Benefits Representative” means the person, regardless of whether an Employee, who has been formally, or by operation or practice, designated by the Company to assist with the day-to-day administration of the Plan.

(e) “Black-Out Period” means a period of time imposed by the Company, pursuant to the Company’s policies, upon certain designated persons during which those persons may not trade in Common Shares or any other securities of the Company.

(f) “Board” means the board of directors of the Company.

(g) “Common Share” means a common share in the capital of the Company.

(h) “Committee” means the Board or, if the Board so determines in accordance with Section 13.2, the committee authorized to administer the Plan.

(i) “Company” means Battle North Gold Corporation, a corporation organized under the laws of British Columbia, and any successor thereto.

(j) “Contributions” means, collectively, the Participant Contribution and the Employer Contribution.

(k) “Director” means a member of the Company’s Board, at the relevant time.

(l) “Disability” means any complete and permanent disability.

(m) “Effective Date” means the inception date of the Plan, as determined by the Committee.


(n) “Eligible Person” means any Employee or Director who meets the requirements set forth in Section 3 of the Plan, at the relevant time.

(o) “Employee” means any individual who is in the employment of an Employer, including Officers, at the relevant time.

(p) “Employer” means the Company, its successors, any future parent corporation of the Company and each current or future Subsidiary which has been designated by the Committee or the Company as a participating employer in the Plan.

(q) “Employer’s Contribution” means, in respect of a Participant, the amount credited to a Participant’s Account each Quarter by the Employer, being an amount equal to (i) 50% of the Participant’s Contribution for such Quarter, if an Employee and (ii) 25% of the Participant’s Contribution for such Quarter, if a Director.

(r) “Employer Shares” has the meaning set forth in Section 8.2 of the Plan.

(s) “employment” means (i) employment as an employee by the Company or a Subsidiary as designated in such entity’s payroll records, or by any corporation qualifying as an Employer under the Plan, or (ii) appointment as a Director. In this regard, neither the transfer of a Participant from employment by the Company to employment by a Subsidiary, nor the transfer of a Participant from employment by a Subsidiary to employment by the Company, shall be deemed to be a termination of employment of the Participant. Moreover, the employment of a Participant shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or during authorized vacation, temporary leaves of absence from active employment granted by Company or a Subsidiary for reasons of professional advancement, education, health, or government service, or during any period required to be treated as a leave of absence which, by virtue of any applicable law or agreement, does not result in a termination of employment.

Any worker treated as an independent contractor by the Employer, who is later re-classified as an employee under applicable law, shall not be in employment during any period in which such worker was treated by the Employer as an independent contractor.

(t) “Enrollee” means an Eligible Person who has submitted a Participation Application in accordance with the terms of the Plan, at the relevant time.

(u) “Insider” means “reporting insider” as defined in National Instrument 55-104 of the Canadian Securities Administrators.

(v) “Market Price” means the prevailing market price at the time of either a purchase or sale of Common Shares.

(w) “Officer” means any Employee appointed by the Board as an officer of an Employer including, without limitation, the Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer or Corporate Secretary of the Company.

(x) “Participant” means an Enrollee who has submitted a Participation Application in accordance with the Plan, upon the completion of such Enrollee’s first Participant Contribution and thereafter until the Termination Date.

(y) “Participant Contribution” means the amount credited to a Participant’s Account each Quarter out of the Participant’s Base Compensation (net of applicable tax withholdings), being an amount equal to the Participant’s quarterly Base Compensation multiplied by the Payroll Deduction Rate.

(z) “Participant Shares” has the meaning set forth in Section 8.1 of the Plan.

(aa) “Participant’s Representative” has the meaning set forth in Section 11.1(b) of the Plan.

(bb) “Participation Application” means a duly completed application to participate in the Plan in accordance with its terms, including authorization to make the necessary payroll deductions thereunder, in the form prescribed by the Company from time to time for such purpose.

(cc) “Payroll Deduction Rate” means the percentage of a Participant’s Base Compensation, determined by the Participant in accordance with Section 4.1, such percentage to be deducted each scheduled payroll period and applied as the Participant’s Contribution.

(dd) “Plan” means this Share Purchase Plan, as set forth herein, and all amendments hereto.

(ee) “Plan Year” means the period from January 1 of each calendar year to December 31 of the same year.

(ff) “Purchase Price” has the meaning set forth in Section 7.5(b) of the Plan.

(gg) “Purchased Shares” means, collectively, Participant Shares and Employer Shares.

(hh) “Quarter” means a quarter of the Company’s fiscal year.

(ii) “Securities Act” means the Securities Act (Ontario) as amended from time to time including, but not limited to, any successor legislation.

(jj) “Share Compensation Arrangement” means the Plan described herein and any other compensation arrangements implemented by the Company which contemplate the issuance or potential issuance of Common Shares of the Company, including stock option plans, share distribution plans, stock appreciation rights, restricted or performance share unit plans or any similar other such compensation or incentive mechanisms, but, for greater clarity, excluding, for the purposes of Section 7.1, share based compensation arrangements assumed or replaced as a result of any acquisition or business combination completed by the Company in the future.

(kk) “Shareholder” means a holder of Common Shares.

(ll) “Subsidiary” means any domestic or foreign corporation (other than the Company) (i) which is included in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing more than fifty percent (50%) of the total combined voting power of all classes of capital stock in one of the other corporations in such chain and (ii) which has been designated by the Committee or the Company as a corporation whose officers and employees are eligible to participate in the Plan.

(mm) “Termination” means (A) in respect of an Employee, the termination of his/her employment with or without cause by an Employer, or cessation of his/her employment with an Employer as a result of resignation, retirement or otherwise, and any such termination of employment is deemed to occur on the later of (i) the last day of active employment and (ii) the expiration of any statutory notice period required by applicable employment standards legislation, and, for the avoidance of any doubt, a Participant’s period of employment shall not include any other period of notice required by law or contract, or period associated with any payment in lieu of notice; and (B) in respect of a Director, cessation of his/her appointment as a member of the Board, whether as a result of removal by the Company, expiry of his/her term of appointment without re-election, resignation or retirement, and any such end of the appointment is deemed to occur on its effective date.

(nn) “Termination Date” with respect to a Participant means the date on which the Participant ceases to be a Participant.

3. Eligibility

3.1 Participation in the Plan is voluntary.

3.2 Only individuals who are Directors or Employees as of the first day of a Quarter are eligible to participate in the Plan as of such day. Directors and Employees who have completed six (6) consecutive months of employment, unless waived in writing by the Committee, will be eligible to participate in the Plan; however, if any such period ends after the first day of a Quarter, then that individual will only be eligible to participate in the Plan as of the first day of the next Quarter.

3.3 Any individual who beneficially owns or has control or direction over a number of Common Shares equal to or greater than 5% of the number of Common Shares outstanding, shall not be eligible to participate in the Plan.

3.4 The Committee shall from time to time determine eligibility to participate in the Plan.

4. Participation

4.1 Payroll Deduction Authorization. To enroll in the Plan, an Eligible Person shall execute and deliver to the Benefits Representative a Participation Application. The Participation Application must specify the Enrollee’s chosen Payroll Deduction Rate, and such other information as is required to be provided by the Enrollee on such application. The Payroll Deduction Rate chosen by the Enrollee must be expressed in whole numbers as a percentage, and must not be less than 1% but not more than 6% of the Participant’s Base Compensation. Upon receipt by the Benefits Representative, the payroll deduction authorization form shall authorize the Employer to deduct from the Enrollee’s Base Compensation and credit to his/her Account the amount of the Participant’s Contribution authorized by such application.

4.2 Account. Upon receipt of a Participation Application, the Company shall direct the Administrator to open an Account for that Enrollee to record the transactions occurring under the Plan.

4.3 Participant Rights. Nothing in the Plan will confer or be deemed to confer upon any Employee any right of continued employment or will limit or restrict the right of the Employer to terminate the employment of an Employee at any time with or without cause. Similarly, nothing in this Plan will confer on any Director any right of continued appointment to the Board or restrict the removal of a Director from the Board in accordance with applicable law or Company policy. A Participant will have no interest in any Common Share to be purchased under the Plan or any rights as a Shareholder with respect to such Common Share unless and until the Common Share has been purchased and credited to the Participant’s Account.

5. Participant Contributions and Payroll Deductions

5.1 Participant Contributions by Payroll Deductions. The Company shall deduct funds at the Payroll Reduction Rate towards the Participant’s Contribution from the Participant’s Base Compensation (net of applicable tax withholdings) in each scheduled payroll period throughout the calendar year. Deductions will commence as of the beginning of the first Quarter which commences thirty (30) days after delivery of the Participation Application in accordance with Section 4.1, provided such application has been received by the Benefits Representative at least thirty (30) prior to the beginning of such Quarter). The Company shall credit such Participant’s Contribution to the Participant’s Account on a quarterly basis.

5.2 Continuing Effect of Payroll Deduction Authorization. The deduction and crediting of Participant’s Contributions for a Participant will commence with the first payroll period within the first eligible Quarter commencing after the Participant delivers the Participation Application in accordance with Section 4.1, provided such payroll deduction authorization has been received by the Benefits Representative at least thirty (30) prior to the beginning of such Quarter, and will continue until the earlier of (i) the last payroll

of the Quarter at the end of which the Participant elects to terminate participation in the Plan or (ii) the Termination Date.

5.3 No Other Participant Contributions Permitted. Each Participant’s Contributions will be credited to the Participant’s Account under the Plan. A Participant may not make any separate cash payment into such Account.

5.4 Changes in Participant Contributions.

(a) A Participant may increase or decrease his/her Participant Contributions under the Plan (a “Change”) by giving written notice of the applicable change in Payroll Deduction Rate to the Benefits Representative in such form as the Company or Benefits Representative may prescribe from time to time.

(b) A Participant may only make a Change one time per Plan Year by written notice delivered to the Benefits Representative, and such Change will be effective as of the first Quarter which begins thirty (30) after the date the notice was delivered (e.g., February 28 to be effective April 1, May 31 to be effective July 1, August 31 to be effective October 1, and November 30 to be effective January 1).

(c) Notwithstanding the foregoing, a Participant may not request an increase or decrease to his/her Payroll Deduction Rate during any Black-Out Period applicable to such Participant or at any other time when such Participant is in possession of any information that constitutes a material fact or a material change (as such terms are defined in the Securities Act) that has not been generally disclosed.

5.5 Withdrawal from the Plan.

(a) A Participant may withdraw as a Participant by giving written notice to the Benefits Representative directing the Employer to cease deducting from the Participant's remuneration the Participant’s Contribution, in form and substance satisfactory to the Company.

(b) Any such withdrawal will be effective, and deductions of Participant’s Contributions will cease, as of the first Quarter which begins thirty (30) after the date the notice was delivered (e.g., February 28 to be effective April 1, May 31 to be effective July 1, August 31 to be effective October 1, and November 30 to be effective January 1).

(c) The issuance and delivery of Common Shares will not be accelerated by any such withdrawal but will occur on the date on which such Common Shares would otherwise have been issued had the Participant not elected to withdraw from the Plan.

(d) If a Participant withdraws from participation in the Plan, he/she will not be eligible to participate in the Plan again until the expiry of twelve (12) months following the date of such withdrawal.

6. Employer Contributions

On the last day of each Quarter, the Company shall credit the Employer’s Contribution to Participants’ Accounts.

7. Issuance of Common Shares

7.1 Maximum Number of Shares. The maximum number of Common Shares that may be available for issuance under the Plan and all other Share Compensation Arrangements of the Company (pre-existing or otherwise) to all applicable Participants shall not exceed 10% of the issued and outstanding Common Shares at the time of the issuance. Subject to such limitation, the Committee shall from time to time determine the number of Common Shares to be made subject to the Plan. The Plan is an “ever green”

plan such that upon the issuance of any Common Shares under the Plan a corresponding number of Common Shares shall immediately become available for further issuances under the Plan or any other Share Compensation Arrangement.

7.2 Maximum Participation by Insiders. Subject to Section 7.1, the aggregate number of Common Shares issuable to Insiders at any time pursuant to this Plan and pursuant to all other Share Compensation Arrangements of the Company shall not exceed 10% of the total number of Common Shares then issued and outstanding. Subject to Section 7.1, the aggregate number of Common Shares issued to Insiders pursuant to this Plan and pursuant to all other Share Compensation Arrangements of the Company, within a one-year period, shall not exceed 10% of the total number of Common Shares then issued and outstanding.

7.3 Maximum Participation by Non-Employee Directors. The aggregate number of Common Shares reserved for issuance to Participants who are non-employee Directors under this Plan and any other Share Compensation Arrangements shall not exceed 1.0% of the issued and outstanding Common Shares of the Company. In respect of the participation of any individual that is a non-employee Director, such individual may not receive, in any one (1) year period, Employer Shares, together with any other options, rights or other entitlements under any other Share Compensation Arrangements (but excluding initial grants of options or other securities upon becoming a Director), having an aggregate value (Black-Scholes value in the case of options or similar securities) in excess of C$150,000, of which no more than C$100,000 of value may comprise stock options.

7.4 For purposes of this Section 7, the number of Common Shares then issued and outstanding shall mean the number of Common Shares issued and outstanding on a non-diluted basis immediately prior to the issue of Common Shares pursuant to the Plan.

7.5 Purchase of Common Shares.

(a) The Common Shares to be acquired by Participants under the Plan will be newly issued from treasury, which the Company undertakes and agrees to issue pursuant to the Plan.

(b) As soon as practicable following the end of a Quarter, the Company shall issue for the account of each Participant fully paid and non-assessable Common Shares equal in value to the Contributions for such Quarter held for the benefit of the Participant as of such date converted into Common Shares at the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange (“TSX”), for the twenty (20) consecutive trading days immediately preceding the last day of the applicable Quarter (the “Purchase Price”).

(c) Fractional Common Shares will not be issued. All fractions will be rounded down to the nearest whole Common Share, and any funds remaining in the Participant’s Account as a result will be held in the Participant’s Account until the next purchase period.

(d) The Company shall be responsible for all fees and expenses in relation to a purchase of Common Shares pursuant to the Plan.

7.6 Necessary Approvals. The obligation of the Company to issue and deliver any Common Shares in accordance with the Plan shall be subject to any necessary approval of any stock exchange or other regulatory authority having jurisdiction over the securities of the Company. If any Common Shares cannot be issued to any Participant for whatever reason, the obligation of the Company to issue such Common Shares shall terminate and any Participant’s Contribution credits to the Participant’s Account shall be returned to the Participant without interest.

8. Vesting and Holding Periods

8.1 Participant Shares. Common Shares purchased with Participant’s Contributions will be designated as “Participant Shares” and will vest immediately with the Participant.

8.2 Employer Shares. Common Shares purchased with Employer’s Contributions will be designated as “Employer Shares” and will vest immediately with the Participant.

8.3 Holding Periods. The Company may make Common Shares issued to Participants under the Plan subject to any holding period as the Committee deems appropriate or as required under applicable securities laws (a “Holding Period”).

9. Ownership of Shares Subject to any applicable restrictions hereunder, a Participant will be the owner of all Common Shares credited to his/her Account under the Plan and will have all rights of ownership in such Common Shares as of the date purchased. All rights of a Shareholder shall vest with the Participant on the date such Common Shares are credited to the Participant’s Account. As such, the Participant will be entitled to vote the Common Shares held in his/her Account, and the Company or the Administrator will arrange for the Participant to receive the relevant information in regard to such action.

10. Withdrawals Under the Plan

10.1 Vested Shares. Subject to compliance with applicable laws and any restrictions (including Black-Out Periods) or Holding Periods as may be prescribed hereunder, Participants are entitled to sell vested Participant Shares and Employer Shares held in their Account once per Plan Year (unless otherwise authorized by the Committee) and upon the Participant ceasing to be a Participant.

10.2 Sale Requests. Subject to Section 10.1 and any Holding Period, Participants are entitled to sell the vested Participant Shares and Employer Shares held in their Account on the open market by delivering instructions to the Administrator in the form prescribed by the Administrator. Such Common Shares will be sold as soon as is administratively practical after receipt of the request. The sale price for such Common Shares shall be the Market Price at the time of such sale. The net proceeds (after broker fees) of any sale will be transferred as soon as practicable to the Participant or such other person as the Participant may designate in the form prescribed by the Administrator.

10.3 Withdrawal Requests. Participants are entitled to withdraw vested Participant Shares and Employee Shares by requesting that such shares be transferred to their brokerage account or by requesting a certificate in their names or the name of their broker representing the Participant Shares and Employer Shares held in their Account. Such request may be made once per Plan Year (unless otherwise authorized by the Committee) by delivering to the Administrator a written request in the form prescribed by the Administrator. Such transfer or such issuances of certificates will be issued and delivered to the Participant as soon as is administratively practical after receipt of the request.

10.4 Administrative Fees. Participants are responsible for any fees or commissions relating to the sale of their Participant Shares and Employer Shares, whether the sale was carried out by the Participant or by the Company or the Administrator upon the Participant’s request.

10.5 Penalties on Withdrawals. The purpose of the Plan is to encourage a long-term ownership in Common Shares. In the event a Participant sells or withdraws vested Common Shares from his or her Account

(a) on or before December 31 of the Plan Year following the Plan Year in which the individual enrolled or re-enrolled in the Plan, as the case may be; or

(b) thereafter, more than once per Plan Year,

such Participant’s participation in the Plan will be immediately terminated and he/she will be ineligible to participate in the Plan again for a period of twelve (12) months thereafter, subject to re-enrollment in accordance with the terms of the Plan, except as may be otherwise authorized by the Committee.

11. Ceasing to be a Participant

11.1 Termination, Death or Disability. If a Participant ceases to be a Participant for any reason, including but not limited to Termination, disability or death:

(a) such Participant’s right to participate in the Plan will immediately terminate;

(b) any Participant’s Contributions credited to the Participant’s Account and not yet used to purchase Common Shares as of the Termination Date shall be paid to the Participant (or the Participant’s personal representative or legal guardian in the event of disability, or the Participant’s beneficiary or the administrator of their will or executor of their estate in the event of death, in either such case such person being the “Participant’s Representative”);

(c) any Employer’s Contributions credited to the Participant’s Account and not yet used to purchase Common Shares as of the Termination Date shall be debited from such Account to the benefit of the applicable Employer; and

(d) the Participant (or the Participant’s Representative, as applicable) will have the right to elect to withdraw or sell all the vested Common Shares credited to the Participant’s Account as of the Termination Date, on the terms and in accordance with the procedures established by the Company or Administrator from time to time.

11.2 Rehired Participants. If following Termination an individual once again becomes an Employee or Director, he/she shall be treated as a new Employee or Director, as the case may be, for purposes of eligibility to participate in the Plan.

12. Interest

No interest will be paid or allowed on any money paid into the Plan or credited to the Account of any Participant.

13. Administration of the Plan

13.1 Authority of the Board of Directors. Subject to the provisions of the Plan, the Board shall have the plenary authority to administer the Plan including but not limited to (a) interpret and construe any provision of the Plan; (b) adopt, amend and rescind such rules and regulations as it deems necessary for the proper administration of the Plan; (c) make all other determinations necessary or advisable for the administration of the Plan; (d) amend the Plan in accordance with Section 18; and (e) correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent that the Board deems advisable.

13.2 Delegation.

(a) All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be exercised by a committee of Directors comprised of not less than three (3) Directors, including any compensation committee of the Board.

(b) By express written direction, or by the day-to-day operation of Plan administration, the Committee may delegate the authority and responsibility for day-to-day administrative or ministerial tasks of the Plan to one or more appropriate Officers, a Benefits Representative and/or the Administrator.

13.3 Implementation. The appropriate Officers are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan.

13.4 Record Keeping. The Company (or the Administrator) shall maintain a register in which shall be recorded:

(a) the name and address of each Participant in the Plan;

(b) any Participant’s Contributions and Employer’s Contributions; and

(c) the number of Common Shares held in the Participant’s Account.

13.5 Decisions Binding. All actions taken, and all interpretations, determinations and decisions made by the Committee shall be made in its discretion pursuant to the provisions of the Plan, and shall be final, conclusive and binding on all persons including the Participants (including their Participant Representatives, estates and beneficiaries), the Company (and other Employers) and all other persons.

13.6 No Liability. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee (including but not limited to its delegates) shall, in addition to their rights as Directors or Officers, as the case may be, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made.

13.7 Costs. Subject to Section 10.4, all costs incurred in connection with the Plan shall be for the account of the Company.

14. Transferability

Except as otherwise may be expressly provided under the Plan or by will or applicable laws of descent and distribution, no cash or Common Shares credited to a Participant’s Account, nor any rights to receive Common Shares under the Plan, may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant. Any such attempted assignment, transfer, pledge, or other disposition not expressly permitted by this Section 14, will be void and without effect.

15. Changes in the Company’s Capital Structure

15.1 In the event of any reclassification or change of the Common Shares, the Plan shall thereafter entitle Participants to subscribe for, through their Accounts, the securities of the Company of the appropriate class or classes resulting from said reclassification or change as the Participants would have been entitled to receive had the Participants been the holders of record of Common Shares immediately before such reclassification or change.

15.2 Subject to Section 18 of the Plan, in the event of any capital reorganization of the Company not otherwise covered in this Section 15 or a consolidation, amalgamation or merger of the Company with or into any other entity, the Plan shall thereafter entitle Participants to purchase, through their Accounts, the securities of the appropriate class or classes or property of the entity resulting from such capital reorganization, consolidation, amalgamation, or merger or, as the case may be, that the Participants would have been entitled to receive on such capital reorganization, consolidation, amalgamation, or merger if, on the record date or the effective date thereof, they had been the registered holders of Common Shares.

15.3 In the event that any cash dividend is received by the Administrator in respect of any Common Shares held by the Administrator on behalf of a Participant, the dividends (net of any withholding taxes)

received with respect to such Common Shares will be paid by the Administrator to the Participant as soon as administratively reasonable.

15.4 In the event that the Company takes any action affecting the Common Shares at any time, other than any action described above, which in the opinion of the Committee would materially affect the rights of the Participants, the rights of the Participants under the Plan will be adjusted in such manner, if any, and at such time, as the Committee may determine, but subject in all cases to any necessary regulatory and shareholder approval. Failure to take such action by the Committee so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the Committee has determined that it is equitable to make no adjustment in the circumstances.

15.5 The Company shall take such steps in connection with such transactions contemplated by this Section 15 as the Company shall deem necessary or appropriate to assure that the provisions of this Section 15 are effectuated for the benefit of the Participants.

16. Plan Expenses

The expenses of the Plan shall be paid by the Company except as otherwise provided herein or under the terms and conditions of any agreement entered into between a Participant and any Administrator engaged to administer Accounts. All funds received or held by the Company under the Plan shall be included in the general funds of the Company free of any trust or other restriction, and maybe used for any corporate purpose.

17. Effective Date of the Plan

Subject to approval by Shareholders and the TSX, the Plan will become effective on a date to be determined by the Committee.

18. Amendment or Termination of the Plan

18.1 Termination or Amendment without Shareholder Approval. Subject to Section 18.2 of the Plan and any applicable rules of the TSX, the Committee shall have the authority, without the prior approval of Participants or Shareholders, to terminate the Plan or to make any amendments as it, at any time and in its absolute discretion, deems appropriate including, without limitation, the following amendments to the Plan:

(a) any amendment which is intended to ensure compliance with applicable laws, regulations or policies, including but not limited to the rules and policies of any stock exchange on which the Common Shares are listed for trading;

(b) any amendment which is intended to provide additional protection to shareholders of the Company (as determined at the discretion of the Committee);

(c) any amendment which is intended to cure or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error;

(d) any amendment which is not expected to materially adversely affect the interests of the shareholders of the Company;

(e) any amendment which is intended to facilitate the administration of the Plan; and

(f) any amendment to the terms of the Plan, including but not limited to any amendment to the definitions of the terms used in the Plan, eligibility to participate in the Plan, the procedure for enrolling in the Plan, the minimum and maximum permitted Payroll Deduction Rate (such minimum and maximum to be within reasonable limits), and the procedures for making,

changing, processing, holding and using such contributions, vesting, the rights of holders of Participant Shares and Employer Shares, the rights to sell or withdraw Common Shares and cash credited to a Participant’s Account and the procedures for doing the same, the transferability of Common Shares, including but not limited to an RRSP or Tax Free Savings Account (or similar such investments), and the procedures for any such transfer, contributions or rights under the Plan, the adjustments to be made in the event of certain transactions, Plan expenses, restrictions on corporate action, or use of funds.

18.2 Amendments Requiring Participant Consent and Shareholder Approval. Notwithstanding Section 18.1:

(a) Participant Consent. No termination, modification, or amendment of the Plan shall material adversely affect the rights of a Participant with respect to Common Shares previously purchased under the Plan without such Participant’s written consent; and

(b) Shareholder Approval. No modification or amendment to the following provisions of the Plan shall be effective unless and until the Company has obtained the approval of the Shareholders of the Company in accordance with the rules and policies of the stock exchange(s) on which the Common Shares are listed for trading:

(i) the definition of “Eligible Person” or any defined term comprised in such definition which would have the potential of broadening or increasing participation by “insiders” of the Company (as such term is defined in the applicable securities laws) or any change to Section 3.3 that would have the effect of allowing the participation by a holder of 5% or more of the outstanding Common Shares;

(ii) any increase to the aggregate maximum number or percentage of Common Shares that may be issued pursuant to the Plan as specified in Section 7.1;

(iii) the Purchase Price at which Common Shares may be issued from treasury pursuant to the Plan which would result in a discount;

(iv) permit the transfer of any interest in Participant Shares and accumulated cash credited to the Participant’s Account if the Participant ceases to be a Participant for any reason other than retirement, death, or disability;

(v) the extension of any right of a Participant who is an Insider to receive any Common Shares under the Plan beyond the date on which such right would originally have expired;

(vi) the addition of, or amendments to the provisions for, any form of financial assistance, other than changes to the Employer’s Contributions permitted hereunder;

(vii) any amendments to Section 7.2;

(viii) any increase in the amount of the Employer’s Contributions that goes beyond the percentage(s) contemplated under the definition of “Employer Contribution”; and

(ix) any reduction to the range of amendments requiring shareholder approval under this Section 18.2.

19. No Restriction on Corporate Action

Subject to the Plan, nothing contained in the Plan shall be construed to prevent the Board or the Company from taking any corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or rights of Participants under the Plan. No

Participant, beneficiary or other person shall have any claim against any Employer as a result of any such action.

20. Miscellaneous

20.1 Taxes. The Company and any other Employer may take such steps, and adopt and apply rules, that in its opinion are considered necessary or appropriate to comply with applicable law relating to withholding of any taxes and other source deductions.

20.2 Headings. Any headings or subheadings in this Plan are inserted for convenience of reference only and are to be ignored in the construction or interpretation of any provisions hereof.

20.3 Governing Law. This Plan shall be governed and construed in accordance with the laws of the Province of Ontario to the extent not pre-empted by federal law.

20.4 Compliance with Applicable Law. The authorization, issuance, sale or delivery of Common Shares, and obligations of the Company and the Committee, under the Plan are at all times subject to compliance with applicable law including but not limited to any order, policy, by-law or regulation of any government authority, stock exchange or other regulatory body having jurisdiction, and receipt of approvals required thereby. If any provision of the Plan contravenes any applicable law, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith; provided, however, if such amendment is not possible, the non-compliant provision shall be fully severable, without affecting the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the non-compliant provision had not been included herein.

20.5 No Guarantee of Tax Consequences. Neither the Board (or any committee of the Board), nor the Company or any Employer (or other Subsidiary) make any representation, commitment or guarantee that any tax treatment will apply or be available to any person participating or eligible to participate in the Plan, including, without limitation, any tax imposed by Canada or any other country thereof, any estate tax, or any tax imposed by a foreign government.

20.6 No Guarantee against Market Fluctuation. Neither the Board (or any committee of the Board), nor the Company or any Employer (or other Subsidiary) makes any representation or warranty as to the Market Price of Common Shares or any commitment or guarantee against fluctuation thereof. Participants are advised to consider their overall investment position prior to joining the Plan, and are encouraged to consult with an independent investment advisor prior to making any investment decision concerning the Plan.

20.7 Electronic Delivery. The Company or Administrator may from time to time establish procedures for (i) the electronic delivery of any documents that an Employer or the Administrator may elect to deliver (including, but not limited to, Plan documents, written directions, and all other forms of communications) in connection with the Plan; (ii) the receipt of electronic instructions from Participants; and/or (iii) an electronic signature system for delivery and acceptance of any such documents. Compliance with such procedures shall satisfy any requirement to provide documents in writing and/or for a document to be signed or executed.

20.8 Consent to Data Transfer. By participating in the Plan, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company (and other Employers) and the Administrator for the exclusive purpose of implementing, administering and managing the Plan and all entitlements under the Plan. The Participant understands that the Company (and other Employers) does and the Administrator will hold certain personal information of the Participant, including but not limited to Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company (and other Employers), and details of any entitlements under the Plan, for the purpose of implementing,

administering and managing the Plan (collectively, “Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan (including but not limited to the Administrator and Benefits Representatives), that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections from the Participant’s country. The Participant understands that he or she may have the right, if residing in a particular jurisdiction to request a list with the names and addresses of any potential recipients of the Data by contacting the Benefits Representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s entitlements under the Plan and comply with applicable laws. The Participant understands that he/she may have the right, if residing in a particular jurisdiction, at any time, to view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Benefits Representative. The Participant understands, however, that refusing or withdrawing his/her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he/she may contact the Benefits Representative.

SCHEDULE “F” DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

CORPORATE GOVERNANCE DISCLOSURE REQUIREMENT

OUR CORPORATE GOVERNANCE PRACTICES

1. Board of Directors (a) Disclose the identity of directors who are independent.

The Company has five (5) independent directors, namely: Julian Kemp (Chair), Sasha Bukacheva, Daniel Burns, Peter R. Jones and David Palmer. These directors are considered independent under NI 52-110.

(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.

The Company has only one non-independent directors, George Ogilvie, who is not independent because he is the Company’s President and Chief Executive Officer.

(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the “Board”) does to facilitate its exercise of independent judgement in carrying out its responsibilities.

The Board consists of a majority of directors who are independent (five (5) of six (6) directors are independent).

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The following directors are presently also directors of other reporting issuers as listed: Daniel Burns CubicFarm Systems Corp. (TSX-V)

Zenabis Global Inc. (TSX)

Peter R. Jones

Victory Nickel Inc. (TSX) Mandalay Resources Corporation (TSX) Century Metals Inc. (TSX-V)

Julian Kemp

Marathon Gold Corporation (TSX) Central Timmins Exploration Corp (TSX-V)

David Palmer

Probe Metals Inc. (TSX-V) Canstar Resources Inc. (TSX-V)

(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the Company’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.

The Board’s policy is to hold independent directors’ meetings at the beginning and/or end of each regularly scheduled Board meeting and, additionally, as determined by the Chair of the Board. At these independent directors’ meetings, non-independent directors and members of management are not in attendance. During the financial year ended December 31, 2019, independent directors met eight (8) times.



(f) Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.

Julian Kemp, Chair of the Board, is an independent director. Mr. Kemp’s responsibilities include providing leadership to directors by: (a) serving as Chair of the meetings of the Board; (b) maintaining a verbal communication channel with directors and committee chairs to coordinate input and acting as an effective point of contact between the Board and senior management; (c) overseeing the Board’s discharge of its duties assigned to it by law, in the constating documents of the Company, and as set out in the Company’s Corporate Governance Guidelines and establishing procedures to govern the effective and efficient conduct of the Board’s work; (d) preparing, on an annual basis, a work plan for the ensuing year for the Board to ensure the Board fulfills its responsibilities on a timely basis; (e) reviewing from time to time the Board committees (including the chairs and mandates of such committees) to determine whether they are functioning effectively; (f) ensuring that the work delegated to Board committees is carried out and reported on to the Board; (g) assisting the Board in satisfying itself as to the integrity of the senior officers of the Company and ensuring that such senior officers create a culture of integrity throughout the organization; (h) working with the CEO and the Chair of the Compensation, Corporate Governance and Nomination Committee to foster an appropriate governance culture within the Company; (i) in conjunction with the Lead Independent Director, ensuring that resources and expertise are available to the Board so that it may function effectively and efficiently (including the retention of any outside advisors) and ensuring that any outside advisors retained by the Board are appropriately qualified and independent in accordance with applicable law; (j) in conjunction with the Lead Independent Director, mentoring and counselling new members of the Board to assist them in becoming active and effective directors and ensuring that a process is in place to monitor legislation and best practices which relate to the responsibilities of the Board in order to periodically provide materials for all directors on subjects relevant to their duties as directors; (k) serving as chair of the sessions of the independent directors and serving as principal liaison between the independent directors and the CEO and between the independent directors and senior management of the Company, ensuring that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management of the Company present, along with communicating to management of the Company, as appropriate, the results of such meeting sessions; and responding directly to shareholder and other stakeholder questions and comments that are directed to the independent directors as a group, following consultation with the CEO and other directors; and (l) performing such other duties and responsibilities as may be delegated to the Chair by the Board from time to time. In connection with meetings of the Board, Mr. Kemp: (a) schedules meetings of the Board and set the various agendas for such meetings; (b) reviews items of importance for consideration and ensure that all business required to come before the Board is



brought before the Board; (c) ensures that the Board has sufficient time to review the materials provided to it and to fully discuss the business that comes before the Board; and (d) encourages free and open discussion to ensure that meetings are conducted in such a manner that facilitates the exchange of constructive and objective points of view and encourages all directors to participate in such a way that is conducive to good decision making.

Daniel Burns serves as the Independent Lead Director. Mr. Burns’ responsibilities include (a) presiding at all meetings of the Board at which the Chair of the Board is not present; (b) ensuring that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management of the Company present, and serving as Chair of such meetings; (c) serving as principal liaison between the independent directors and the CEO and between the independent directors and senior management of the Company; (d) communicating to management of the Company, as appropriate, the results of meeting sessions among independent directors; (e) responding directly to shareholder questions that are directed to the Lead Independent Director or to the independent directors as a group, following consultation with the CEO and other directors; (f) in conjunction with the Chair of the Board, ensuring that resources and expertise are available to the Board so that it may function effectively and efficiently (including the retention of any outside advisors) and ensuring that any outside advisors retained by the Board are appropriately qualified and independent in accordance with applicable law; and (g) in conjunction with the Chair of the Board, being responsible for mentoring and counselling new members of the Board to assist them in becoming active and effective directors and ensuring that a process is in place to monitor legislation and best practices which relate to the responsibilities of the Board in order to periodically provide materials for all directors on subjects relevant to their duties as directors. The Board has developed a written position description for the Lead Independent Director.

(g) Disclose the attendance record of each director for all Board meetings held since the beginning of the Company’s most recently completed financial year.

The Board meets a minimum of five (5) times per year, usually every quarter and following the annual meeting of the Company’s shareholders. During 2019, the Board formally met eleven (11) times. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which the Company faces from time to time. The Company also expects each director to attend the annual meeting of the Company’s shareholders barring unforeseen and unusual circumstances. Historically, a majority of the directors have attended the annual meetings of the Company’s shareholders.



The attendance record for the directors of the Company who were directors as at December 31, 2019 during 2019 was as follows:

• Julian Kemp (Chair) 11 of 11 • Sasha Bukacheva 11 of 11 • Daniel Burns 11 of 11 • Peter R. Jones 10 of 11 • George Ogilvie 11 of 11 • David Palmer 11 of 11 (h) Disclose the attendance record of each member of the standing committees of the Board for all meetings of such committees held since the beginning of the Company’s most recently completed financial year.

Audit Committee: The Audit Committee meets a minimum of four (4) times per year. During 2019, the Audit Committee formally met four (4) times, with 100% attendance by all of its members. Compensation, Corporate Governance and Nomination Committee (“CCGNC”): The CCGNC typically meets a minimum of three (3) times per year. During 2019, the CCGNC formally met five (5) times, with 100% attendance by all of its members. Technical, Health and Safety Committee (“THSC”): The THSC typically meets a minimum of four (4) times per year. During 2019, the Committee formally met four (4) times, with 100% attendance by two of its members and 75% by the other.

2. Board Mandate Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the board delineates its role and responsibilities.

The Board has a written mandate as set out in its Corporate Governance Guidelines, effective December 30, 2005, most recently approved on March 21, 2018 attached hereto as Schedule “G”.

3. Position Descriptions (a) Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.

The Company has developed a written position description for the Chair of the Board. The roles and responsibilities of the Chair of each Board committee are delineated in the Company’s Corporate Governance Guidelines.

(b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board has developed a written position description for the CEO. The CEO has the ultimate responsibility for the management of the Company and reports directly to the Board to implement the strategic goals and objectives of the Company, and enables the Board to fulfill its governance function. This position description was reviewed by the Compensation, Corporate Governance and Nomination Committee and approved by the Board.



4. Orientation and Continuing Education (a) Briefly describe what measures the Board takes to orient new directors regarding:

(i) the role of the Board, its committees and its directors; and

(ii) the nature and operation of the Company’s business.

The Chair of the Board is responsible for providing an orientation for new directors and ensuring that the new directors are provided with an education program which will include written information about the duties and obligations of directors, the business and operations of the Company, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Ongoing training includes presentations by senior management to familiarize directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, and its internal and independent auditors.

(b) Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.

The Chair is responsible for periodically providing materials for all directors on subjects relevant to their duties as directors of the Company. The Board also maintains a membership to the Institute of Corporate Directors, which provides each director with access to various materials, seminars and other tools for continuing education.

5. Ethical Business Conduct (a) Disclose whether or not the Board has adopted a written code for the directors, officers and employees. If the board has adopted a written code:

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) which provides a framework for directors, officers, employees and consultants to maintain the highest standards of ethical conduct in corporate affairs. Specifically, the purpose of the Code is to encourage among the Company’s representatives a culture of honesty, accountability, equality and fair business practice. The Code was most recently approved on March 21, 2018.

(i) disclose how a person or company may obtain a copy of the code.

A copy of the Code is available on the Company’s website and on SEDAR at www.sedar.com.

(ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and

The Board is ultimately responsible for the implementation and administration of the Code and has designated the Chair of the Compensation, Corporate Governance and Nomination Committee for the day-to-day implementation and administration of the Code. Any waivers from the Code that are granted for the benefit of the Company’s directors and executive officers will only be granted by the Board or a Board committee.




(iii) provide cross-reference to any material change report filed since the beginning of the Company’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.

No material change reports have been filed pertaining to any conduct of a director or executive officer that constitutes a departure from the Code.

(b) Describe any steps the Board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Under the Company’s Corporate Governance Guidelines, the directors are required to disclose to the Board (and to any applicable committee) any financial interest or personal interest in any contract or transaction that is being considered by the Board or committee for approval. The interested director shall abstain from voting on the matter and, in most cases, should leave the meeting while the remaining directors discuss and vote on such matter. Disclosed conflicts of interest will be documented in the minutes of the meeting. The Company adopted Director Conflict of Interest Guidelines on December 16, 2015 to provide guidance regarding matters relating to actual or potential conflicts of interest among the Company and its directors.

(c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.

The Board has instructed the Company to circulate the Company’s Corporate Disclosure Policy, Insider Trading Policy, Whistle Blower Policy and the Code to all officers and employees of the Company and, where appropriate, to third parties with a connection to the Company. This was most recently completed on December 20, 2019.

6. Nomination of Directors (a) Describe the process by which the Board identifies new candidates for board nomination.

The process by which the Board identifies new candidates for Board nomination is provided in the Company’s Corporate Governance Guidelines and the Compensation, Corporate Governance and Nomination Committee Charter. When a Board vacancy occurs or is contemplated, the Compensation, Corporate Governance and Nomination Committee will recommend qualified individuals for nomination to the Board, giving equal consideration to women for the position. Directors are elected yearly at our annual shareholders’ meeting and serve on the Board until the following annual shareholders’ meeting, at which time they either stand for re-election or resign from the Board. If no meeting is held, each director serves until his or her successor is elected or appointed, unless the director resigns earlier. The Board has established a Majority Voting Policy, which sets out the circumstances under which a director would be compelled to submit a resignation or be asked to resign. The Majority Voting Policy requires that any nominee for director in an uncontested election (i.e., an election where the number of



nominees is not greater than the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, immediately following certification of the shareholder vote, tender his or her resignation to the Board for consideration in accordance with the following procedures, all of which procedures shall be completed within ninety (90) days following the shareholder meeting:

1. The Compensation, Corporate Governance and Nomination Committee shall evaluate the best interests of the Company and its shareholders and shall recommend to the Board the action to be taken with respect to such tendered resignation (which recommendation could consist of, without limitation, accepting the resignation, rejecting the resignation and maintaining the director, rejecting the resignation and maintaining the director but addressing what the Compensation, Corporate Governance and Nomination Committee believes to be the underlying cause of the withheld votes, or rejecting the resignation but resolving that the director will not be re-nominated in the future for election).

2. In reaching its recommendation, the Compensation, Corporate Governance and Nomination Committee shall consider all factors it deems relevant, including, without limitation, the effect of the exercise of cumulative voting in the election, if applicable, any stated reasons why shareholders “withheld” votes for the election from such director, the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, the Company’s Corporate Governance Guidelines and whether any special interest groups conducted a campaign involving the election of directors to further the interests of such group, as opposed to the best interests of all shareholders.

3. The Compensation, Corporate Governance and Nomination Committee may also consider possible alternatives regarding the director’s tendered resignation as it deems appropriate, which may include, without limitation, rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Compensation, Corporate Governance and Nomination Committee to have resulted in such director failing to receive a greater number of votes “for” such director’s election than votes withheld. If a resignation is accepted by the Compensation, Corporate Governance and Nomination Committee, it will recommend to the Board whether to fill the resulting vacancy or reduce the size of the Board.

4. The Board shall consider on the Compensation, Corporate Governance and Nomination Committee’s recommendation. In considering the Compensation, Corporate Governance and Nomination Committee’s recommendation, the Board will



consider all of the factors considered by the Compensation, Corporate Governance and Nomination Committee and such additional factors as it deems relevant. The Board shall accept the resignation absent exceptional circumstances. The resignation will be effective when accepted by the Board. Following the Board’s determination, the Company shall promptly publicly disclose in a news release the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation. A copy of the news release to be provided to the Toronto Stock Exchange. 5. A director who is required to tender his or her resignation in accordance with this policy shall not participate in any meeting of and not vote on nor be present during deliberations or voting of the Compensation, Corporate Governance and Nomination Committee or the Board regarding whether to accept his or her resignation or, except as otherwise provided below, a resignation tendered by any other director in accordance with this policy. Prior to voting, the Compensation, Corporate Governance and Nomination Committee and the Board will afford the affected director an opportunity to provide the Compensation, Corporate Governance and Nomination Committee or the Board with any information that he or she deems relevant.

(b) Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

The Board has a Compensation, Corporate Governance and Nomination Committee consisting of Daniel Burns (Chair), Sasha Bukacheva and Peter R. Jones, each of whom is considered “independent” as that term is defined in NI 52-110.

(c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

The Compensation, Corporate Governance and Nomination Committee Charter provides that: The Compensation, Corporate Governance and Nomination Committee’s responsibilities are to review on an annual basis the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and any perceived needs. The Compensation, Corporate Governance and Nomination Committee Charter was updated to better reflect the Company’s approach to enhancing diversity on the Board by specifically providing that the committee will give equal consideration to women for Board positions. In addition, on an annual basis, the committee will assess the Board’s compliance with laws and policies relating to the independence of certain Board members. The Board has delegated to the Compensation, Corporate Governance and Nomination Committee the authority set out in the Compensation, Corporate Governance and Nomination Committee Charter which includes the committee forming and



delegating authority to sub-committees and the Compensation, Corporate Governance and Nomination Committee retaining persons having special competencies to assist the committee in fulfilling its responsibilities. The process to be taken by the Compensation, Corporate Governance and Nomination Committee for nomination of candidates for election to the Board includes the Compensation, Corporate Governance and Nomination Committee identifying the need to add new Board members, with careful consideration of the mix of qualifications, skills and experiences represented on the Board; the chair of the Compensation, Corporate Governance and Nomination Committee coordinates the search for qualified candidates with input from management and other Board members; the Compensation, Corporate Governance and Nomination Committee may engage a search firm to assist in identifying potential nominees; prospective candidates are interviewed; and the Compensation, Corporate Governance and Nomination Committee will recommend a nominee and seek full Board endorsement of the selected candidate based on its judgment as to which candidate will best serve the interest of the Company’s shareholders. The other primary functions of the Compensation, Corporate Governance and Nomination Committee are to review the Corporate Governance Guidelines on an annual basis and if considered appropriate by the committee, to suggest changes to the Board; to review whether any director who has a change of employer or primary occupation or whose occupational responsibilities are substantially changed from when the director was elected to the Board (excluding retirement) should resign as a director and make the appropriate recommendations to the Board; to review critically each director’s continuation on the Board every year; to establish a process for the evaluation of the performance of the Board and each of its committees; and such other tasks as may be assigned to the committee by the Board from time to time.

7. Compensation (a) Describe the process by which the Board determines the compensation for the Company’s directors and officers.

The Company’s Compensation, Corporate Governance and Nomination Committee makes recommendations to the Board on the remuneration of senior officers and directors of the Company. The Compensation, Corporate Governance and Nomination Committee also administers the Company’s equity compensation plans. The Compensation, Corporate Governance and Nomination Committee may recommend to the Board the granting of equity compensation to directors of the Company as well as recommend directors’ fees, if any, from time to time. Directors may also be compensated in cash and/or equity for their expert advice and contribution towards the success of the Company. Shareholders will be given the opportunity to vote on all new or substantially revised equity compensation plans for directors as required by regulatory policies.



(b) Disclose whether or not the Board has a compensation committee composed entirely of independent directors. If the Board does not have a compensation committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.

The Board has a Compensation, Corporate Governance and Nomination Committee consisting of Daniel Burns (Chair), Sasha Bukacheva and Peter R. Jones, each of whom is considered “independent” as that term is defined in NI 52-110.

(c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.

The role of the Compensation, Corporate Governance and Nomination Committee is primarily to administer the Company’s equity compensation plans and to make recommendations to the Board on the remuneration of senior officers and directors of the Company, the evaluation of the CEO and succession planning.

8. Other Board Committees If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Board also has a Technical, Health and Safety Committee. The primary function of the Technical, Health and Safety Committee is to promote safe work practices and assist in creating a safe and healthy workplace by recommending to the Board, technical, health, safety and environmental policies and policy improvements that would assist the Company to comply with all applicable laws and regulations during exploration, development, operation and closure activities. From time to time, the Board may constitute a Special Committee of independent directors where it is deemed appropriate in light of the subject matter of certain deliberations and decisions before the Board, with the mandate of any such committee to be determined by the Board on a case-by-case basis.

9. Assessments Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual directors are performing effectively.

The Corporate Governance Guidelines provide that the Compensation, Corporate Governance and Nomination Committee shall review critically each director’s continuation on the Board every year considering among other things, a director’s service on other Boards and the time involved in such other service, and establish a process for the evaluation of the performance of the Board and each of its committees, which should include a solicitation of comments from all directors and a report annually to the Board and the results of this evaluation.



10. Director Term Limits and Other Mechanisms of Board Renewal Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.

The Company does not impose term limits on its directors. While term limits can help ensure the Board gains a fresh perspective, term limits may serve as an arbitrary mechanism for removing directors which can result in valuable, experienced directors being forced to leave the Board solely because of length of service. The Company believes that directors should be assessed based on their ability to continue to make a meaningful contribution to the Board. The Compensation, Corporate Governance and Nomination Committee reviews the composition of the Board on a regular basis and recommends changes as appropriate.

11. Policies Regarding the Representation of Women on the Board

(a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.

(b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions, (ii) the measures taken to ensure that the policy has been effectively implemented, (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and (iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy.

On December 12, 2018, the Board approved a Diversity Policy that addresses the diversity of the Board and in the Company’s senior management, and that includes the identification and nomination of women directors. Summary of Diversity Policy:

The Company recognizes and embraces the benefits of having diversity on the Board and in the Company’s senior management. Diversity is important to ensure that members of the Board and the Company’s senior management provide the necessary range of perspectives, experience and expertise required to achieve the Company’s objectives and deliver for its stakeholders. The Company also recognizes that the Board and its senior management appointments must be based on performance, ability, merit and potential. Therefore, the Company ensures a merit-based competitive process for appointments. The Company’s commitment to diversity will include ensuring that diversity is fully considered in determining the composition of the Board and the appointment of its senior management.

Application of the Policy to the Board

The Compensation, Corporate Governance and Nominating Committee of the Board (the “Committee”) is responsible for identifying individuals qualified to become new Board members and recommending to the Board the new director nominees for the next annual meeting of the shareholders. In reviewing Board composition and identifying suitable candidates for Board appointment or nomination for election to the Board, candidates will be selected based on merit and against objective criteria, and due regard will be given to the benefits of diversity in order to enable the Board to discharge its duties and responsibilities effectively. In order to promote the specific objective of gender diversity, the selection process for Board appointees/nominees



will involve the following steps: (i) a short-list identifying potential candidates for appointment/nomination must be compiled and should include at least one female candidate for each available Board seat; and (ii) if, at the end of the selection process, no female candidates are selected, the Board must be satisfied that there are objective reasons to support this determination.

On an annual basis, the Committee will (i) assess the effectiveness of the Board appointment/nomination process at achieving the Company’s diversity objectives; and (ii) consider and, if determined advisable, recommend to the Board for adoption, measurable objectives for achieving diversity on the Board.

Application of the Policy to Senior Management

To ensure that the Company attracts and retains the best talent in senior management and that the Company provides equal employment opportunities for its senior management, the Company will recruit and promote individuals based on performance, ability, merit and potential, and with a commitment to supporting diversity at the Company. In order to promote the specific objective of gender diversity, the hiring process for executive management positions will involve preparing a short-list identifying potential candidates that should include at least one female candidate for each available executive management position.

In addition, in order to promote the specific objective of gender diversity, the Company will: (i) implement practices which address impediments to gender diversity in the workplace and review their availability and utilization; (ii) regularly review the proportion of women at all levels of the Company; (iii) monitor effectiveness of, and continue to expand on, existing initiatives designed to identify, support and develop talented women with leadership potential; and (iv) continue to identify new ways to entrench diversity as a cultural priority across the Company.

On an annual basis, the President and Chief Executive Officer of the Company, working with the Committee, will (i) assess the effectiveness of the senior management appointment process at achieving the Company’s diversity objectives; and (ii) consider and, if determined advisable, recommend to the Board for adoption, measurable objectives for achieving diversity in senior management.



12. Consideration of the Representation of Women in the Director Identification and Selection Process

Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so.

On December 12, 2018, the Board approved a Diversity Policy that addresses the diversity of the Board and in the Company’s senior management, and that includes the consideration of the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board. Please see the summary of the Diversity Policy set out in #11 above.

13. Consideration Given to the Representation of Women in Executive Officer Appointments

Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so.

On December 12, 2018, the Board approved a Diversity Policy that addresses the diversity of the Board and in the Company’s senior management, and that includes the consideration of the level of representation of women in executive officer positions when making executive officer appointments. Please see the summary of the Diversity Policy set out in #11 above.

14. Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions

(a) For purposes of this Item, a “target” means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s board or in executive officer positions of the issuer by a specific date.

(b) Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so.

(c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.

(d) If the issuer has adopted a target referred to in either (b) or (c), disclose: (i) the target, and (ii) the annual and cumulative progress of the issuer in achieving the target.

The Company does not believe that quotas, strict rules or targets necessarily result in the identification or selection of the best candidates for directors or executive officers of the Company. While the Company has not adopted a target regarding women on the Board or in executive officer positions of the Company, it is committed to advancing women, and other individuals representing a diversity of backgrounds, into leadership roles in the Company through mentoring, continuing educational development and succession planning processes.



15. Number of Women on the Board and in Executive Officer Positions

(a) Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women.

(b) Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women.

One of the Company’s directors is a woman, representing approximately 17% of the directors on the Board. The Company does not currently have any executive officers that are women.

SCHEDULE “G”


CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the “Guidelines”) have been approved by the Board of Directors (the “Board”) of Rubicon Minerals Corporation (the “Company”), and along with the charters and key practices of the committees of the Board, provide the framework for the governance of the Company. 1. MISSION AND PRIMARY RESPONSIBILITIES OF THE BOARD The mission of the Board is to oversee the business affairs of the Company always with the best interests of the Company in mind so as to ensure the long-term financial strength of the Company and the creation of enduring shareholder value. The Board must also maintain a sense of responsibility to the Company’s customers, employees, suppliers and the communities in which it operates. The primary responsibilities of the Board are to:

(a) develop, monitor and, where appropriate, modify the Company’s strategic plan;

(b) review and, where appropriate, approve the financial and business goals and objectives, major corporate actions and internal controls of the Company;

(c) regularly monitor the effectiveness of management policies and decisions;

(d) evaluate and, with input from the Compensation, Corporation Governance and Nomination Committee, select and set the compensation level of the President and Chief Executive Officer (the “CEO”);

(e) identify and assess major risks facing the Company and review options for their mitigation;

(f) ensure that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations;

(g) review, with input from the Audit Committee, the financial performance and financial reporting of the Company and assess the scope, implementation and integrity of the Company’s internal control systems;

(h) appoint the officers of the Company (giving equal consideration to women), ensuring that they are of the calibre required for their roles and planning for their succession as appropriate from time to time; and

(i) establish and oversee committees of the Board as appropriate, approve their mandates and approve any compensation of their members as both members of the committees and as Board members.

2. DIRECTOR QUALIFICATIONS AND SELECTION 2.1 Board and Director Requirements The directors will be elected each year by the shareholders at the annual meeting of shareholders. The Board will propose nominees to the shareholders for election to the Board at such meeting. Nominees who receive a greater number of votes “withheld” than votes “for” election must promptly tender their resignation for the consideration of the Board in accordance with a Majority Voting Policy. Between annual meetings of shareholders, the Board may appoint directors to serve until the next such meeting. Each director should possess the following minimum qualifications: (a) the highest personal and professional ethics, integrity and values; (b) commitment to representing the long-term interests of the Company and the shareholders; (c) relevant business or professional experience; and (d) sufficient time to effectively fulfill duties as a Board member. The Board will have a majority of “independent” directors, as such term is defined in National Instrument 52-110 and any applicable stock exchange rules, each as may be amended or replaced from time to time. 3. BOARD LEADERSHIP AND TERM 3.1 Board Leadership The Board selects the Chair of the Board (“Chair”) in the manner and based on the criteria that it deems best for the Company at the time of selection. The role of the Chair and CEO should be separate, where possible. The Chair shall perform such duties and responsibilities as outlined in the Chair of the Board of Directors Charter. Unless the Chair is an independent director, or if there is no Chair appointed, the Board will have a designated lead independent director of the Board (“Lead Independent Director”), who will meet the Company’s independence criteria. The Lead Independent Director shall perform such duties and responsibilities as outlined in a Lead Independent Director Charter. 3.2 Directors’ Tenure Policy The Board believes that it is in the best interests of the Company that any management director whose employment at the Company terminates for any reason (including normal retirement) is expected to promptly resign from the Board, unless expressly agreed otherwise in advance. 3.3 Term Limits and Re-election The Board does not believe it is appropriate or necessary to limit the number of terms a director may serve because of the time and effort necessary for each director to become familiar with the business of the Company. As an alternative to term limits, the Compensation, Corporate Governance and Nomination Committee and Chair or Lead Independent Director will review critically each director’s continuation on the Board every year. 3.4 Changes to the Board Changes to the Board will be announced by press release.

4. DUTIES OF BOARD MEMBERS 4.1 Director Responsibilities All directors must exercise their business judgment to act in a manner they reasonably believe to be in the best interest of the Company and in the best interests of its shareholders as appropriate. Directors must be willing to devote sufficient time and effort to learn the business of the Company, and must ensure that other commitments do not materially interfere with service as a director. In discharging their obligations, directors are entitled to rely on management and the advice of the Company’s outside advisors and auditors, but must at all times have a reasonable basis for such reliance. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. The directors are entitled to have the Company purchase reasonable directors’ and officers’ liability insurance on their behalf, and to the benefits of indemnification to the fullest extent permitted by law, the Company’s charter documents and any indemnification agreements. 4.2 Service on Other Boards of Directors The Company recognizes that its directors benefit from service on boards of directors of other companies, so long as such service does not significantly conflict with the interests of the Company. Prior to accepting a position on the board or executive position of another reporting issuer, a Director must advise the Chairman of the Corporate Governance and Nomination Committee of the proposed position and all information available to the Director regarding: (a) the business of the other reporting issuer; (b) whether the Company has any contractual or other relationship with the other reporting issuer; (c) whether any other Director or senior executive of the Company is a director, officer or employee of the other reporting issuer; and (d) the expected time commitment in serving in that position with the other reporting issuer; and (e) any potential issues that may arise from good governance guidelines issued by Institutional Shareholder Services and similar organizations. The Corporate Governance and Nomination Committee will provide the Director with their views as to whether accepting such position is expected to conflict with the interests of the Company. 4.3 Conflicts of Interest Directors are required to disclose to the Board (and any applicable committee) any financial interest or personal interest in any contract or transaction that is being considered by the Board or committee for approval. The interested director shall abstain from voting on the matter and, in most cases, should leave the meeting while the remaining directors discuss and vote on such matter. Disclosed conflicts of interest will be documented in the minutes of the meeting. If a director has any significant conflict of interest with the Company that cannot be resolved, the director will promptly resign. The Company has adopted Director Conflict of Interest Guidelines which outline the procedure to evaluate potential conflicts of interest in more detail. 4.4 Company Loans and Corporate Opportunities The Company will not make any personal loans or extensions of credit to directors or executive officers of the Company.

A director that possesses a business opportunity related to the Company’s business shall make such business opportunity available to the Company. The director may pursue the business opportunity for the director’s own account or on the account of another if the Company informs the director in writing that the Company will not pursue the opportunity. 4.5 Director Orientation and Continuing Education The Chair and the Lead Independent Director will be responsible for mentoring and counselling new members of the Board to assist them in becoming active and effective directors and ensuring that a process is in place to monitor legislation and best practices which relate to the responsibilities of the Board in order to periodically provide materials for all directors on subjects relevant to their duties as directors. Director orientation and on-going training will include presentations by senior management to familiarize directors with the Company’s strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers and its internal and independent auditors. Each director is encouraged to visit one of the Company’s significant properties at least once every two years. 5. BOARD COMPENSATION 5.1 Directors’ Fees Directors are entitled to receive reasonable directors’ fees and other compensation for their services as directors and committee members as may be determined from time to time by the Board, with input from the Compensation, Corporate Governance and Nomination Committee, as well as reimbursement of expenses incurred on Company business or in attending Board or committee meetings. 5.2 Additional Compensation In addition to directors’ fees, directors may be compensated in cash and/or equity for their expert advice and contribution towards the success of the Company. The form and amount of such compensation will be evaluated by the Compensation, Corporate Governance and Nomination Committee, which will be guided by the following goals: (i) compensation should be commensurate with the time spent by directors in meeting their obligations and reflective of the compensation paid by companies similar in size and business to the Company; and (ii) the structure of the compensation should be simple, transparent and easy for shareholders to understand. 6. BOARD MEETINGS AND COMMUNICATIONS 6.1 Attendance at Meetings The number of scheduled Board meetings will vary with the circumstances, but the Board will meet at least once every financial quarter, including following the annual meeting of shareholders held each year. In addition, special Board meetings will be called as necessary. Directors should make reasonable efforts to attend all meetings of the Board and of all Board committees upon which they serve. Any director candidate nominated for election at the annual meeting of shareholders is expected to attend such shareholders’ meeting.

6.2 Board Agendas The Chair, if any, or if there is no Chair, the Lead Independent Director, will establish the agenda for each Board meeting in advance. Each director is free to suggest the inclusion of items on the agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company’s long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year. 6.3 Board Material Distribution Meeting agendas and other materials for review, discussion and/or action of the Board should, to the extent practicable, be distributed sufficiently in advance of meetings to allow time for review prior to the meeting. Directors are required to review such materials before Board meetings to enable a full discussion at the meetings. Presentations to the Board may rely on directors having reviewed information set forth in the briefing materials, thus allowing more time for discussion, clarification and feedback. 6.4 Access to Management and Independent Advisors Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the CEO or the Corporate Secretary or directly by the director. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company. The Board has the power to hire independent legal, financial or other advisors as it may deem necessary. 6.5 Executive Sessions of Non-Management Directors Non-management directors will meet in executive session at a scheduled Board meeting at least once per year and special meetings can be called as often as necessary. The Chair or the Lead Independent Director, will lead such sessions. Minutes of each meeting must be prepared. 6.6 Communications with Interested Parties Any interested party that is not an employee, officer or director of the Company, who desires to contact the Chair or the other members of the Board may do so by writing to the Corporate Secretary at the address of the Company’s head office. Any such communication should state the number of shares of the Company beneficially owned by the party making the communication, if such interested party owns shares. The Corporate Secretary will forward to the Chair or other member of the Board any such communication addressed to him or her or to the Board generally, and will forward such communication to other directors (including all non-management directors), as appropriate, provided that such communication addresses a legitimate business issue. For any communication relating to accounting, auditing or fraud, such communication will be forwarded immediately to the chair of the Audit Committee. 7. EVALUATION AND SUCCESSION 7.1 Annual Performance Evaluation of the Board, its Committees and Individual Directors The Board will conduct an annual self-evaluation to determine whether it, its committees and each individual director are functioning effectively. The Compensation, Corporate Governance and Nomination Committee,

in conjunction with the Chair of the Board, will ensure that there is an appropriate system in place for the evaluation of the performance of the Board, each of its committees and each individual director which should include a solicitation of comments from all directors and a report to the Board on the results of such evaluation. Such an assessment should consider:

(a) in the case of the Board or a committee, its mandate and charter; and (b) in the case of an individual director, the applicable position description(s) as well as the

competencies and skills each individual director is expected to bring to the Board. 7.2 CEO Evaluation The Compensation, Corporate Governance and Nomination Committee will conduct an annual review of the CEO’s performance. The Board will review the Compensation, Corporate Governance and Nomination Committee’s report in order to ensure that the CEO is providing the best leadership for the Company. The evaluation should be based on criteria including performance of the business, accomplishment of long-term strategic objectives, the handling of extraordinary events and development of management. The criteria should ensure that the CEO’s interests are aligned with the long-term interests of the Company and its shareholders. The evaluation will be used by the Compensation, Corporate Governance and Nomination Committee in the course of its deliberations when considering the compensation of the CEO. In the absence of a Compensation, Corporate Governance and Nomination Committee, only independent directors will conduct the review of the CEO’s performance. 7.3 Succession Planning The Compensation, Corporate Governance and Nomination Committee should make an annual report to the Board on succession planning which should include policies and principles for CEO selection and performance review as well as policies regarding succession in the event of an emergency or the retirement of the CEO. The entire Board will work with the Compensation, Corporate Governance and Nomination Committee to evaluate and nominate potential successors to the CEO. In the absence of a Compensation, Corporate Governance and Nomination Committee, the Board should perform these functions. 8. BOARD COMMITTEES 8.1 Committee Structure The Board will have at all times an Audit Committee, a Compensation, Corporate Governance and Nomination Committee and a Technical, Health and Safety Committee unless the Board otherwise determines. The Board may from time to time establish additional committees as necessary or appropriate, delegating to such committees all or part of the Board’s power. Such additional committees will have a majority of “independent” members, as such term is defined in National Instrument 52-110 and any applicable stock exchange rules, each as may be amended or replaced from time to time. In general, committees of the Board are utilized to focus on issues that may require in-depth scrutiny. All significant findings of a committee are presented to the full Board for discussion and review. 8.2 Audit Committee The Audit Committee shall be composed entirely of independent directors. The primary function of the Audit Committee is to assist the Board in its oversight of the nature and scope of the annual audit, management’s

reporting on internal accounting standards and practices, financial information and accounting systems and procedures, and financial reporting and statements.

8.3 Compensation, Corporate Governance and Nomination Committee The Compensation, Corporate Governance and Nomination Committee should be composed entirely of independent directors. The Compensation, Corporate Governance and Nomination Committee should review with the Board, on an annual basis, the appropriate skills and characteristics required by Board members in the context of the current make-up of the Board. The Compensation, Corporate Governance and Nomination Committee will endeavour to recommend qualified individuals who, if added to the Board, would provide the mix of director characteristics and diverse experiences, perspectives and skills appropriate for the Company. In addition, the Compensation, Corporate Governance and Nomination Committee will review and recommend to the Board appropriate compensation policies, practices and awards for the Company’s employees, executives, committee members and Board members. The Compensation, Corporate Governance and Nomination Committee should review these Guidelines on an annual basis or as otherwise needed, and make recommendations to the Board of any suggested changes. The Compensation, Corporate Governance and Nomination Committee is responsible for administering the Company’s Code of Business Conduct and Ethics, and will perform such other tasks as indicated in these Guidelines, or as assigned by the Board from time to time. In the event the Board determines to discontinue the Compensation, Corporate Governance and Nomination Committee, functions described herein as functions of the Corporate Governance and Nomination Committee shall be performed by the independent directors of the Company or a committee composed of such directors, as directed by the Board. 8.4 Technical, Health and Safety Committee The Technical, Health and Safety Committee should be composed entirely of independent directors. The primary function of the Technical, Health and Safety Committee is to promote safe work practices and assist in creating a safe and healthy workplace, by recommending to the Board, technical, health, safety and environmental policies and policy improvements that would assist the Company to comply with all applicable laws and regulations during exploration, development, operation and closure activities. 8.5 Committee Charters and Responsibilities Each key committee will have its own charter. The charters will establish the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will evaluate its performance on an annual basis. 8.6 Committee Agendas The chair of each committee, in consultation with the committee members will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee’s charter. The chair of each committee, in consultation with the appropriate members of the committee and management, will develop the agenda for each committee meeting. 8.7 Advisors All committees of the Company have the power to hire independent legal, financial or other advisors, as they deem necessary.

9. CODE OF BUSINESS CONDUCT AND ETHICS All directors, officers and employees will comply with the Company’s Code of Business Conduct and Ethics, which reaffirms with Company’s high standards of business conduct. The Code of Business Conduct and Ethics is part of the Company’s continuing effort to ensure that it complies with all applicable laws, has an effective program to prevent and detect violations of law, and conducts its business with fairness, honesty and integrity. In the unlikely event of a waiver, any such waivers of this Code for directors or officers will be approved by the Compensation, Corporate Governance and Nomination Committee and such waiver will be properly disclosed to shareholders as required by law. 10. MISCELLANEOUS These Guidelines are not intended to modify, extinguish or in any other manner limit the indemnification, exculpation and similar rights available to the directors of the Company under applicable law and/or the Company’s articles and/or its charter documents. Although these Guidelines have been approved by the Board, it is expected that these Guidelines will evolve over time as customary practice and legal requirements change. In particular, guidelines that encompass legal, regulatory or exchange requirements, as they currently exist will be deemed to be modified as and to the extent such legal, regulatory or exchange requirements are modified. In addition, these Guidelines may also be amended by the Board at any time as it deems appropriate. Nothing in these Guidelines should be construed or interpreted as limiting, reducing or eliminating the obligation of any director, officer or employee of the Company to comply with all applicable laws. Conversely, nothing in these Guidelines should be construed or interpreted as expanding applicable standards of liability under provincial or federal law for directors or officers of the Company. 11. CURRENCY These Guidelines were originally approved and adopted by the Board effective December 30, 2005 and most recently approved on March 21, 2018.

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