DEF 14A of i-80 Gold Corp., May 2, 2025

DEF 14A of i-80 Gold Corp.

Filed May 2, 2025 · FY20240001193125-25-111710

Open on EDGAR

  1. BUSINESS OF THE MEETING

    BUSINESS OF THE MEETING

  2. BUSINESS OF THE MEETING

    | 1. | Receiving the Financial Statements |

  3. BUSINESS OF THE MEETING

    The audited financial statements of the Corporation for the financial year ended December 31, 2024, together with the report of the auditor thereon, have been mailed to the Corporation’s registered and beneficial Shareholders who requested to receive them. The financial statements are also available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The financial statements of the Corporation for the year ended December 31, 2024, together with the report of the auditor thereon, will be placed before the Meeting.

  4. BUSINESS OF THE MEETING

    | 2. | Setting the Number of Directors |

  5. BUSINESS OF THE MEETING

    Management proposes to nominate the persons named under the heading “Election of Directors” for election as directors of the Corporation. It is proposed to set the number of directors at seven. This requires the approval of the Shareholders by an ordinary resolution, which approval is being sought at the Meeting. The persons named in the form of proxy accompanying this Circular intend to vote FOR the number of directors of the Corporation to be set at seven, unless the Shareholder who has given such proxy has directed that the Common Shares represented by such proxy be voted against setting the number of directors of the Corporation at seven.

  6. BUSINESS OF THE MEETING

    | 3. | Election of Directors |

  7. BUSINESS OF THE MEETING

    The directors of the Corporation are to be elected in accordance with the Corporation’s majority voting policy (see “Statement of Corporate Governance Practices – Majority Voting Policy”). Each director elected will hold office until the close of the next annual meeting of the Shareholders following his or her election unless his or her office is earlier vacated in accordance with the articles of the Corporation. The following table sets forth certain information regarding each of the persons nominated for election as a director of the Corporation, including their name, age, residence, principal occupation, the date on which they became a director of the Corporation and the number of Common Shares, deferred share units (“DSUs”), restricted share units (“RSUs”), performance share units (“PSUs”) and incentive stock options (“Options”), each of which are issued and governed by the Corporation’s Omnibus Incentive Plan, as well as Warrants of the Corporation beneficially owned by each nominee or over which each nominee exercises control or direction.

  8. BUSINESS OF THE MEETING

    | Ron Clayton, Non-Executive Chairman (1)(2) | | | | Principal Occupation Mining Executive | Age: 66 Residence: Nevada, USA Director since: April 2021 Independent | Previous Voting Results 2024: 94% For 2023: 99% For 2022: 99% For | | | Mr. Clayton is currently serving as director and Non-Executive Chairman of the Corporation. Mr. Clayton previously acted as President and Chief Executive Officer of 1911 Gold Corporation (January 2019 to March 2022) and as a director of 1911 Gold Corporation (December 2018 to May 2022), a director of Gold Standard Ventures Corporation (January 2018 to August 2022), a director of Mayfair Gold Corporation (June 2020 to May 2021), President, Chief Executive Officer and a director of Tahoe Resources Inc. (August 2016 to June 2018), Chief Operating Officer of Tahoe Resources Inc. (March 2010 to August 2016) and Vice President, Operations of Hecla Mining Co. (October 2002 to March 2010). Mr. Clayton earned his Bachelor of Science degree in Mining Engineering from the Colorado School of Mines. He is also a graduate of the Tuck Executive Program at Dartmouth College. | |

  9. BUSINESS OF THE MEETING

    | 2024 Meeting Attendance | | | 2024 Compensation | | | Board | | 7 of 7 | Total cash retainer(1) | $85,000 | | Technical, Safety & Sustainability Committee (“TS&S Committee”) (Chair) | | 3 of 3 | Value of DSU Grants | $130,000 | | Securities Held | | Market Value(2) | Other Directorships with Reporting Issuers | | | Common Shares(3) | 280,000 | $173,600 | None. | | | Options(4) | 345,635 | $— | | | | DSUs (4) | 116,135 | $72,004 | | | | Warrants(4) | 40,000 | $3,460 | | | | Minimum Share Ownership Requirement(4) | | Achieved | | |

  10. BUSINESS OF THE MEETING

    | Areas of Expertise (Top 6) | | | • Technical – Mining (Primary) | • Health & Safety (Primary) | | • Governance (Primary) | • ESG / Sustainability (Secondary) | | • Strategic Leadership (Primary) | • Risk Management (Secondary) |

  11. Notes

    Notes

  12. Notes

    | (1) Cash retainer is paid in four equal installments, quarterly in arrears. May be taken 100% in cash, 100% by way of DSU (in accordance with the Corporation’s Omnibus Incentive Plan), or partly in cash and partly in DSUs. |

  13. Notes

    | (2) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. Market Value of options is calculated based on the difference between the closing price of our Common Shares on the TSX on the Record Date and the exercise price of the option, and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  14. Notes

    | (3) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  15. Notes

    | (4) As at the Record Date. |

  16. Notes

    | Richard Young, Chief Executive Officer and Director | | | | Principal Occupation Mining Executive | Age: 62 Residence: Ontario, Canada Director since: September 2024 Non-Independent | Previous Voting Results 2024: N/A 2023: N/A 2022: N/A | | | Prior to joining i-80 Gold in September of 2024, Mr. Young served as President and CEO of Argonaut Gold from December 2022 until it was acquired by Alamos Gold Inc. in July of 2024. Prior to that Mr. Young was the founder and eventually CEO of Teranga Gold Corporation, playing a key role in Teranga’s transformation from a single asset producer into a successful low-cost, mid-tier gold producer that was ultimately acquired by Endeavour Mining PLC in 2021 for more than C$2.5B. During his career, Mr. Young has been responsible for implementing award-winning sustainability programs, including the 2008 and 2017 PDAC Sustainability Award, and the 2020 UN Global Compact Canada SDG Accelerator Award. Mr. Young is a Charted Professional Accountant. | |

  17. Notes

    | 2024 Meeting Attendance(1) | | | 2024 Compensation(2) | | | Board | | 3 of 3(3) | Total cash retainer | N/A | | | | | Value of DSU Grants | N/A | | Securities Held | | Market Value(5) | Other Directorships with Reporting Issuers | | | Common Shares(4) | 3,042,000 | $1,886,036 | None. | | | RSUs | 1,401,869(6) | $869,157 | | | | PSUs | —(6) | $— | | | | Minimum Share Ownership Requirement(7) | | Achieved | | |

  18. Notes

    | Areas of Expertise (Top 6) | | | • Accounting & Tax (Primary) | • Strategic Leadership (Primary) | | • Governance (Primary) | • Capital Markets (Secondary) | | • Mining Industry (Primary) | • ESG / Sustainability (Secondary) |

  19. Notes

    Notes

  20. Notes

    | (1) As the CEO, Mr. Young is not a formal member of the standing committees of the Board, however he does attend all committee meetings on the invitation of the Chair. |

  21. Notes

    | (2) As an executive director, Mr. Young is not compensated separately for his service on the Board or attendance at any standing committees of the Board. |

  22. Notes

    | (3) Mr. Young was appointed to the Board on September 18, 2024. The information relating to his Board attendance is provided only in respect of the period September 18, 2024 to December 31, 2024. |

  23. Notes

    | (4) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  24. Notes

    | (5) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  25. Notes

    | (6) Amount does not include the $750,000 of RSUs and PSUs (each of $375,000) granted to Mr. Young – on a 3-year cliff vesting basis—in February of 2025 as they have not been issued into RSUs and PSUs since the Corporation has remained in blackout since that time. |

  26. Notes

    | (7) As at the Record Date. |

  27. Notes

    | Eva Bellissimo, Director (1)(1) | | | | Principal Occupation Lawyer | Age: 49 Residence: Ontario, Canada Director since: April 2021 Independent | Previous Voting Results 2024: 95% For 2023: 95% For 2022: 91% For | | | Ms. Bellissimo is the Practice Group Leader for the National Business Law Group and co-leads the Global Metals & Mining Group at McCarthy Tétrault LLP, a leading national law firm with offices in Canada, New York and London, where she has practiced since 2018, having been with a different law firm prior to such time. Ms. Bellissimo brings to i-80 Gold a wide breadth of legal, financing, cross-border M&A and corporate governance expertise. With more than 20+ years of experience in the mining industry, Ms. Bellissimo has been a trusted advisor to numerous companies in the sector, having led hundreds of transactions. Named one of the Top 25 Most Influential Lawyers in Canada and recognized by Chambers Canada for her resource sector expertise, Ms. Bellissimo has developed a strong reputation as a strategic lawyer and advisor. Ms. Bellissimo also lectures on Mining Finance at the Osgoode Certificate in Mining Law Program. | |

  28. Notes

    | 2024 Meeting Attendance | | | 2024 Compensation | | | Board | | 6 of 7 | Total cash retainer(1) | $60,000(2) | | Corporate Governance & Nominating Committee (“CG&N Committee”) (Chair) | | 2 of 2(3) | Value of DSU Grants | $105,000 | | Securities Held | | Market Value(4) | Other Directorships with Reporting Issuers | | | Common Shares(5) | 22,435 | $13,910 | Li-FT Power Corporation | Director | | Options(6) | 169,698 | $— | | | | DSUs(6) | 210,092 | $130,257 | | | | Minimum Share ownership requirement(6) | | Achieved | | |

  29. Notes

    | Areas of Expertise (Top 6) | | | • Legal (Primary) | • Governance (Primary) | | • Strategic Leadership (Primary) | • Finance & Capital Markets (Secondary) | | • Mining Industry (Secondary) | • Human Resources / Compensation (Secondary) |

  30. Notes

    Notes

  31. Notes

    | (1) Cash retainer is paid in four equal installments, quarterly in arrears. May be taken 100% in cash, 100% by way of DSU (in accordance with the Corporation’s Omnibus Incentive Plan), or partly in cash and partly in DSUs. |

  32. Notes

    | (2) For the year 2024, Ms. Bellissimo received her director fees in the form of DSUs in lieu of cash. |

  33. Notes

    | (3) While the CG&N Committee met only twice on a formal annual work plan basis in 2024, members of this Committee met informally on over 20 separate occasions, at the request of the Board, to oversee the search and evaluation process for the Corporation’s new CEO during the course of 2024.(3) While the CG&N Committee met only twice on a formal annual work plan basis in 2024, members of this Committee met informally on over 20 separate occasions, at the request of the Board, to oversee the search and evaluation process for the Corporation’s new CEO during the course of 2024. |

  34. Notes

    | (4) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. Market Value of options is calculated based on the difference between the closing price of our Common Shares on the TSX on the Record Date and the exercise price of the option and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  35. Notes

    | (5) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  36. Notes

    | (6) As at the Record Date. |

  37. Notes

    | John Begeman, Director (1)(2)(3)(4) | | | | Principal Occupation Professional Mining Engineer | Age: 71 Residence: South Dakota, USA Director since: April 2021 Independent | Previous Voting Results 2024: 82% For 2023: 91% For 2022: 98% For | | | Mr. Begeman is a Professional Mining Engineer with over 40 years of mining experience. Along with i-80 Gold, he is also a director for Allied Gold Corp and Pan American Silver. He recently sat on the board of directors of Yamana Gold Inc. He served on the board of Premier Gold Mines Limited in 2006 and became its Chairman in 2015. He has previously served as the President and Chief Executive Officer of Avion Gold Corporation (2008 to 2012), President and Chief Executive Officer and director of Valencia Ventures Ltd. (2008 to 2010), Chief Operating Officer of Zinifex Canada Inc. (2006 to 2008) and as Vice President, Western Operations of Goldcorp from 2000 to 2006. Mr. Begeman holds a B.S. in Mining Engineering, an M.S. in Engineering Management and an MBA. He has completed the Rotman-ICD Directors Education program and is a member of the Institute of Corporate Directors with the ICD.D designation. He is also a member of the National Association of Corporate Directors and is NACD Directorship Certified. | |

  38. Notes

    | 2024 Meeting Attendance | | | 2024 Compensation | | | Board | | 7 of 7 | Total cash retainer(1) | $67,500 | | Compensation Committee (Chair) | | 3 of 3 | Value of DSU Grants | $105,000 | | Audit Committee | | 4 of 4 | | | | CG&N Committee | | 2 of 2 | | | | Securities Held | | Market Value(2) | Other Directorships with Reporting Issuers | | | Common Shares(3) | 767,710 | $475,979 | Pan American Silver Corp. | | | Options(4) | 541,898 | $— | Allied Gold Corporation | | | DSUs/RSUs(4) | 89,163 | $55,281 | | | | Minimum Share Ownership Requirement (4) | | Achieved | | |

  39. Notes

    | Areas of Expertise (Top 6) | | | • Technical – Mining (Primary) | • Strategic Leadership (Primary) | | • Governance (Primary) | • ESG / Sustainability (Secondary) | | • Government Relations & Regulatory (Secondary) | • Human Resources / Compensation (Secondary) |

  40. Notes

    Notes

  41. Notes

    | (1) Cash retainer is paid in four equal installments, quarterly in arrears. May be taken 100% in cash, 100% by way of DSU (in accordance with the Corporation’s Omnibus Incentive Plan), or partly in cash and partly in DSUs. |

  42. Notes

    | (2) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted in US$ at an exchange ratio of US$1 = C$1.3871. Market Value of options is calculated based on the difference between the closing price of our Common Shares on the TSX on the Record Date and the exercise price of the option, and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  43. Notes

    | (3) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  44. Notes

    | (4) As at the Record Date. |

  45. Notes

    | Arthur Einav, Director (1)(2) | | | | Principal Occupation Lawyer | Age: 49 Residence: Ontario, Canada Director since: April 2021 Independent | Previous Voting Results 2024: 97% For 2023: 99% For 2022: 99% For | | | Mr. Einav is General Counsel and Senior Managing Director at Sprott Inc., having joined the firm in 2010. Before joining Sprott, Mr. Einav was an associate at Davis Polk & Wardwell LLP and McCarthy Tétrault LLP. He holds a Bachelor of Laws degree and a Masters in Business Administration from Osgoode Hall Law School and the Schulich School of Business. Mr. Einav also holds a Bachelor of Science degree from the University of Toronto, is a member of the Law Society of Upper Canada and the New York State Bar, holds the ICD.D designation from the Institute of Corporate Directors. | |

  46. Notes

    | 2024 Meeting Attendance | | | 2024 Compensation | | | Board | | 7 of 7 | Total cash retainer(1) | $55,000(2) | | Audit Committee | | 4 of 4 | Value of DSU Grants | $105,000 | | CG&N Committee | | 2 of 2 | | | | Securities Held | | Market Value(3) | Other Directorships with Reporting Issuers | | | Common Shares(4) Nil | | Nil | None. | | | Options(5) | 133,698 | $— | | | | DSUs(5) | 214,629 | $133,070 | | | | Minimum Share Ownership Requirement (5) | | Achieved | | |

  47. Notes

    | Areas of Expertise (Top 6) | | | • Legal (Primary) | • Human Resources / Compensation (Secondary) | | • Governance (Primary) | • Accounting & Tax (Secondary) | | • Capital Markets (Primary) | • Strategic Leadership (Secondary) |

  48. Notes

    Notes

  49. Notes

    | (1) Cash retainer is paid in four equal installments, quarterly in arrears. May be taken 100% in cash, 100% by way of DSU (in accordance with the Corporation’s Omnibus Incentive Plan), or partly in cash and partly in DSUs. |

  50. Notes

    | (2) For the year 2024, Mr. Einav received his director fees in the form of DSUs in lieu of cash. |

  51. Notes

    | (3) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. Market Value of options is calculated based on the difference between the closing price of our Common Shares on the TSX on the Record Date and the exercise price of the option, and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  52. Notes

    | (4) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  53. Notes

    | (5) As at the Record Date. |

  54. Notes

    | Cassandra Joseph, Director (1)(2) | | | | Principal Occupation Mining Executive | Age: 54 Residence: Nevada, USA Director since: May 2024 Independent | Previous Voting Results 2024: 97% For 2023: N/A 2022: N/A | | | Ms. Joseph is General Counsel and Corporate Secretary of Ivanhoe Electric. She is a mining industry executive with over 20 years of experience in corporate, environmental and intellectual property law. Before joining Ivanhoe Electric in February of 2023, Ms. Joseph was Senior Vice President and General Counsel for Nevada Copper since 2019. Prior to Nevada Copper, she served as Vice President, Associate General Counsel, Corporate Secretary, and Chief Compliance Officer for Nevada-based Tahoe Resources prior to its sale to Pan American Silver. Ms. Joseph also worked in the Nevada Attorney General’s Office, representing the Division of Environmental Protection, the Division of Water Resources, and other agencies within the Department of Natural Resources. She holds a Juris Doctor from Santa Clara University School of Law and a Bachelor of Arts from the University of California, Berkeley. Ms. Joseph was a director of Bunker Hill Mining Corp. until June of 2024. | |

  55. Notes

    | 2024 Meeting Attendance(1) | | | 2024 Compensation | | | Board | | 4 of 4 | Total cash retainer(2) | $41,250(6) | | Compensation Committee | | 1 of 1 | Value of DSU Grants | $47,466 | | TS&S Committee – appointed Chair in February 2025 | | | | | | Securities Held | | Market Value(4) | Other Directorships with Reporting Issuers | | | Common Shares(5) | Nil | $Nil | None | | | Options | Nil | $Nil | | | | DSUs(6) | 46,057 | $28,555 | | | | Minimum Share Ownership Requirement (6) | | In process | | |

  56. Notes

    | Areas of Expertise (Top 6) | | | • Legal (Primary) | • Governance (Primary) | | • Capital Markets (Primary) | • Risk Management (Secondary) | | • Government Relations & Regulatory (Primary) | • Environmental (Secondary) |

  57. Notes

    Notes

  58. Notes

    | (1) Ms. Joseph was elected as a director of the Corporation at the meeting of Shareholders held on May 14, 2024. She was appointed as a member of the Compensation Committee as of May 14, 2024. The information relating to her Board and committee attendance is provided only in respect of the period May 14, 2024 to December 31, 2024. |

  59. Notes

    | (2) Cash retainer is paid in four equal installments, quarterly in arrears. May be taken 100% in cash, 100% by way of DSU (in accordance with the Corporation’s Omnibus Incentive Plan), or partly in cash and partly in DSUs. |

  60. Notes

    | (3) For the year 2024, Ms. Joseph received her director fees in the form of DSUs in lieu of cash. |

  61. Notes

    | (4) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  62. Notes

    | (5) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  63. Notes

    | (6) As at the Record Date. |

  64. Notes

    | John Seaman, Director(1)(2)(3) | | | | Principal Occupation Mining Executive | Age: 58 Residence: Ontario, Canada Director since: April 2021 Independent | Previous Voting Results 2024: 96% For 2023: 99% For 2022: 99% For | | | Mr. Seaman was the Chief Financial Officer of Premier Gold Mines from August 2006 to June 2012 and Chief Financial Officer of Wolfden Resources Inc. from October 2002 to May 2007. He also sat on the board for Premier as Lead Director. Over the last five years John has been a corporate director and/or officer of various public companies, including Wolfden Resources Corporation, Norseman Silver Inc. and Magna Mining Inc. Mr. Seaman is a member of the Institute of Corporate Directors and has attained the ICD.D designation. | |

  65. Notes

    | 2024 Meeting Attendance | | | 2024 Compensation | | | Board | | 7 of 7 | Total cash retainer(1) | $65,000 | | Compensation Committee | | 3 of 3 | Value of DSU Grants | $75,000 | | Audit Committee (Chair) | | 4 of 4 | | | | Securities Held | | Market Value(2) | Other Directorships with Reporting Issuers | | | Shares(3) | 296,942 | $184,104 | Wolfden Resources Corporation | | | Options(4) | 173,698 | $— | Fitzroy Minerals Inc. | | | DSUs(4) | 91,652 | $56,824 | Magna Mining Inc. | | | Minimum Share Ownership Requirement (4) | | Achieved | | |

  66. Notes

    | Areas of Expertise (Top 6) | | | • Accounting & Tax (Primary) | • Governance (Primary) | | • Capital Markets (Primary) | • Strategic Leadership (Secondary) | | • Human Resources / Compensation (Secondary) | • Risk Management (Secondary) |

  67. Notes

    Notes

  68. Notes

    | (1) Cash retainer is paid in four equal installments, quarterly in arrears. May be taken 100% in cash, 100% by way of DSU (in accordance with the Corporation’s Omnibus Incentive Plan), or partly in cash and partly in DSUs. |

  69. Notes

    | (2) Market Value is calculated as at the Record Date (April 23, 2025) using the closing price of our Common Shares on the TSX on that date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. Market Value of options is calculated based on the difference between the closing price of our Common Shares on the TSX on the Record Date and the exercise price of the option, and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  70. Notes

    | (3) The information as to the number of Common Shares beneficially owned, controlled or directed has been furnished by the respective nominee as of the Record Date. |

  71. Notes

    | (4) As of the Record Date. |

  72. Notes

    Based on the disclosure available on the System for Electronic Disclosure by Insiders, as of the Record Date, the director nominees, as a group, beneficially owned, or exercised control or direction over, directly or indirectly, an aggregate of 4,409,087 Common Shares, representing approximately 0.99% on a non-diluted basis. Other than as described below, none of the nominees for election as a director of the Corporation is, or has been, within the ten years prior to the date hereof:

  73. Notes

    | (a) a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied such company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days and that was issued while that person was acting in the capacity as director, chief executive officer or chief financial officer or that was issued after that person 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 such capacity; or |

  74. Notes

    | (b) a director or executive officer of any 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. |

  75. Notes

    Mr. Arthur Einav was a director of RII North America Inc. on behalf of a company managed by an affiliate of Sprott Inc. On November 19, 2018, RII North America Inc. filed an assignment in bankruptcy under the Bankruptcy and Insolvency Act (Canada). None of the nominees for election as a director of the Corporation has within the ten years prior to the date hereof:

  76. Notes

    | (a) 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 his or her assets; or |

  77. Notes

    | (b) has been subject to (i) 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 (ii) 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. |

  78. Notes

    The persons named in the form of proxy accompanying this Circular intend to vote FOR the election of each of the nominees whose names are set forth above, unless the Shareholder who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the election of such nominee. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director of the Corporation for the ensuing year, however, if that should occur for any reason at or prior to the Meeting or any adjournment thereof, the persons named in the form of proxy accompanying this Circular have the right to vote for the election of the remaining nominees and may vote for the election of a substitute nominee in their discretion.

  79. Notes

    | 4. | Appointment of Auditor |

  80. Notes

    It is proposed that Grant Thornton LLP (USA) (“Grant Thornton”) be appointed as the auditor of the Corporation to hold office until the close of the next annual meeting of the Shareholders and that the directors of the Corporation be authorized to set the auditor’s remuneration. Grant Thornton is currently the auditor of the Corporation and has been the auditor of the Corporation since December 5, 2022. To the Corporation’s knowledge, a representative from Grant Thornton will be present at the Meeting and will be available to respond to appropriate questions. The representative from Grant Thornton will also be permitted to make a statement if he or she so desires. The persons named in the form of proxy accompanying this Circular intend to vote FOR the appointment of Grant Thornton as the auditor of the Corporation until the close of the next annual meeting of the Shareholders or until its successor is appointed and the authorization of the directors of the Corporation to fix the remuneration of Grant Thornton, unless the Shareholder who has given such proxy has directed that the Common Shares represented by such proxy be withheld from voting in respect of the appointment of Grant Thornton as the auditor of the Corporation.

  81. Notes

    | 5. | Approval of Advance Notice Policy |

  82. Notes

    On March 31, 2025, the CG&N Committee recommended, and the Board adopted and approved, an advance notice policy, the full text of which is appended as Appendix “B” to this Circular (the “Policy”). At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, approve and ratify the Policy. The Policy is currently in effect, and if approved and ratified by Shareholders, the Policy will continue to be effective as the advance notice policy of the Corporation. If the Policy does not receive the requisite shareholder approval at the Meeting, the Policy will terminate and be of no further force or effect immediately after the conclusion of the Meeting. The Corporation believes the Policy is in the best interests of the Corporation, its shareholders, and other stakeholders as it will: (i) facilitate an orderly and efficient process for holding annual general meetings and, when the need arises, special meetings of its shareholders; (ii) ensure that all shareholders receive adequate advance notice of director nominations and sufficient information regarding all director nominees; and (iii) allow shareholders to register an informed vote for directors of the Corporation after having been afforded reasonable time for appropriate deliberation.

  83. Compensation Governance

    | • | making, on an annual basis, a recommendation to the Board as to any incentive award to be made to the Senior Executives under any incentive plan or under any employment contract of a Senior Executive; |

  84. Compensation Governance

    Hedging Named Executive Officers and directors of the Corporation are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. Policies and Practices for Granting Certain Equity Awards The Compensation Committee is responsible for the review and approval of our policies and practices with respect to granting equity awards. The Compensation Committee typically targets the first quarter of the fiscal year, in concert with the release of the annual results, for granting annual long-term incentive awards to eligible recipients, absent an extraordinary event. The Compensation Committee believes this aligns timing of equity grants with the planning of annual salary increases (also in the first quarter of our fiscal year), allowing a holistic view of total compensation. The Compensation Committee seeks to structure equity grants so that they are awarded during an open window period as designated by the Corporation’s Insider Trading Policy. All grants to executive officers are approved by the Board on recommendation of the Compensation Committee itself and not pursuant to any delegated authority. The Corporation has never had any programs, policies, or practices which are intended to time stock option grants with the release of material, non-public information in a manner that would provide advantageous option exercise prices to grant recipients. Option exercise prices are, in all cases, equal to the closing price of the Common Shares on the date of grant. During the year ended December 31, 2024, the Corporation did not grant option awards in anticipation of the release of material non-public information or time the release of material non-public information for the purpose of affecting the value of executive compensation. Risk The Compensation Committee recognizes that certain elements of compensation could promote unintended inappropriate or excessive risk-taking behaviours; however, the Corporation seeks to ensure that executive compensation packages appropriately balance short-term incentives (e.g., base salary, annual cash bonuses and equity incentive, if applicable) and long-term incentives (e.g., share-based and option-based awards). Base salaries and personal benefits are not subject to performance risk given the stage of the Corporation, as discussed above. To receive the benefit of long-term incentives (share-based and option-based awards), the executive officers must be employed by the Corporation (subject to limited exceptions), thereby better aligning executive performance with the interests of the Corporation and its Shareholders. The Compensation Committee believes that executive compensation risk management is reinforced by ongoing oversight of the Board of, among other things: the Corporation’s financial results, regulatory disclosure, strategic plans, and fraud and error reporting; the Audit Committee’s regular meetings with the external auditors (including without the presence of management); and the Corporation’s internal controls, management information systems and financial control systems. As a result of the factors discussed above, the Compensation Committee does not believe that its compensation policies and practices are reasonably likely to have a material adverse effect on the Corporation. Incentive Compensation Recovery Policy (Clawback Policy) The Board has adopted an Incentive Compensation Recovery Policy to create and maintain a culture that emphasizes integrity and accountability and reinforces the Corporation’s compensation philosophy. The Incentive Compensation Recovery Policy provides for the recovery of erroneously awarded incentive compensation in the event that the Corporation is required to prepare an accounting restatement due to material noncompliance of the Corporation with any financial reporting requirements under the federal securities laws. Insider Trading Policy The Board has adopted an Insider Trading Policy applicable to all directors and employees, which is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. This policy was updated in 2025 to ensure compliance with an amendment to the SEC Rule 10b5-1. The Insider Trading Policy prohibits directors and employees from trading in the Corporation’s securities during blackout periods and while in possession of material non-public information about the Corporation. It also discusses requirements applicable to directors and certain officers regarding obligations to report their transactions in the Corporation’s securities. A copy of the Insider Trading Policy is filed as Exhibit 19 to our most recent Annual Report on Form 10-K. Approach to Compensation The following table summarizes the Corporation’s approach to executive compensation in 2024. What i-80 Gold does:

  85. Compensation Governance

    | • | Balances focus on short-term and longer-term inventive plans |

  86. Compensation Governance

    | • | Sets performance goals that are mindful of all stakeholders |

  87. Compensation Governance

    | • | Stress-tests incentive compensation programs and payout scenarios |

  88. Compensation Governance

    | • | Caps short-term incentive payouts |

  89. Compensation Governance

    | • | Has an Incentive Compensation Recovery Policy (Clawback Policy) applicable to incentive plans, providing for the recovery of compensation in the event of an accounting restatement due to material noncompliance of any financial reporting requirements |

  90. Compensation Governance

    | • | Provides employment agreements to senior executives with contract terms and severance provisions aligned with market typical practices |

  91. Compensation Governance

    Independent Compensation Consultant In 2022, the Compensation Committee retained Southlea Group LP (“Southlea Group”) as the Corporation’s independent compensation consultant, providing support on executive and board of director compensation arrangements from time to time. Over the past three years, Southlea Group has assisted with developing the compensation peer group, benchmarking the competitiveness of compensation levels for senior executives and the board of directors, and summarizing market trends, incentive plan design practices and governance best practices among industry peers. The Compensation Committee considered the analysis of the Compensation Consultant in determining the amount and form of executives and director compensation for 2022, 2023 and 2024. The following table details the aggregate fees incurred on behalf of the Compensation Committee in consideration of the services provided by Southlea Group in 2022, 2023 and 2024:

  92. Compensation Governance

    The officers subject to the Executive Ownership Requirements have five (5) years from the latest of: (i) their start date; (ii) the date of the promotion to a level with a higher Ownership Requirement; or (iii) the date they became subject to the guidelines, to meet the applicable Executive Ownership Requirements. For the purposes of assessing the Executive Ownership Requirement, Common Shares, RSUs, PSUs and DSUs, whether vested or not vested, are included. Unexercised Options (whether vested or not vested) are not counted toward Executive Ownership Requirements. The following table shows the officer’s holdings as of April 23, 2025, and whether they have met Executive Ownership Requirements as at that date.

  93. Compensation Governance

    | Name | Ownership Threshold Requirement ($) | Number of Common Shares | Number of RSUs | Actual Share Ownership ($)(1)(2) | Threshold Met | Date to reach Ownership (5 years from hire date) | | Richard Young | $1,500,000 | 3,042,000 | 1,401,869 | $3,098,839 | Yes | 2029-09-18 | | Ryan Snow | $670,000 | 165,000 | 829,722 | $764,035 | Yes | 2026-04-08 | | Matthew Gili | $800,000 | 191,194 | 934,774 | $917,170 | Yes | 2026-04-08 | | David Savarie | $636,000 | 257,450 | 700,000 | $607,951 | No | 2029-11-12 | | Curtis Turner | $352,500 | 37,688 | 291,452 | $215,651 | No | 2027-10-03 |

  94. Compensation Governance

    | (2) The value of unvested RSUs and vested but unsettled RSUs were determined using the closing share price of the Common Shares on the TSX on the Record Date (C$0.86) and converted into US$ at an exchange ratio of US$1 = C$1.3871. |

  95. Peer Group

    Peer Group The Compensation Committee compares the Corporation’s executive compensation design and levels with a sample of mining industry peers. As part of the market review, base salary, short-term incentive compensation and long-term incentive compensation are compared to available external market data, according to position title, organizational role, and overall scope of responsibility. The 2024 peer group used by the Compensation Committee in making its recommendations to the Board included the following 10 publicly traded mining companies with which the Corporation competes for executive talent and which the Corporation sees as its best available comparators. Using this peer group ensures the Corporation remains competitive in attracting, motivating, and retaining highly qualified and experienced executives. Companies were independently selected for inclusion in the peer group based on an in-depth review of many factors, including company size, geographic location, market capitalization, asset composition, degree of complexity, and stage of operations.

  96. Peer Group

    | Artemis Gold Inc. | Argonaut Gold Inc. | SilverCrest Metals Inc. | | Aura Minerals Inc. | Wesdome Gold Mines Ltd. | Victoria Gold Corp. | | Orla Mining Ltd. | Dundee Precious Metals Inc. | | | Osisko Mining Inc. | Calibre Mining Corp. | |

  97. Peer Group

    It is acknowledged that a number of the above companies have been or are expected to be acquired and, as such, a new peer group for the Corporation will be identified in 2025 as part of the Compensation Committee’s annual workplan, with the assistance of the Corporation’s compensation consultant

  98. Elements of Compensation Program

    | • | short-term incentives in the form of an annual cash bonus; |

  99. Elements of Compensation Program

    | • | long-term incentives in the form of awards under the Corporation’s Omnibus Incentive Plan; and |

  100. Elements of Compensation Program

    In addition to base salary, the Corporation may provide Named Executive Officers with a short-term incentive award in the form of an annual cash bonus. Payments are made based on the recommendations of the Compensation Committee after assessing the achievement of corporate objectives and individual performance. The actual value of payments may vary from the amount calculated based on the application of reasonable discretion by the Compensation Committee and the Board. The corporate and individual objectives are each weighted (85% and 15% respectively), with the average overall performance score used to determine the payout value. For the year 2024, the Corporation focused on corporate level health & safety, financial, mining operation, mining project and market performance. Corporate performance for the year resulted in overperformance, or higher than target results for the metrics in each of the areas of health and safety and Financial. However, the Corporation under-performed on the metrics in the mining operations, mining projects and market performance resulting in an overall corporate score of 74%. Individual objectives are defined at the start of each year, specific to each role. For the financial year ended December 31, 2024, individual targets varied but included, among others, as applicable: (i) maintaining the Corporation’s marketing initiatives; (ii) maximizing sales and integrating reporting and financial management and compliance; (iii) identification and potential acquisition of strategic assets; (iv) achievement of various operating objectives and production goals; and (v) ensure systems are in place to meet operational and financial requirements; and (vi) ensure shelf prospectus is filed to allow financing flexibility. At the end of the year, the Compensation Committee and the Board assess the Chief Executive Officer’s personal performance and review the Chief Executive Officer’s assessment of the personal performance of each of the other executive officers. Each objective receives a rating based on how the executive performed during the year. Both corporate and individual objectives have a minimum score of 0%, target score of 100%, and maximum score of 200%. The Corporate Objectives Scorecard below shows:

  101. 2024 Short-term Incentive Awards

    2024 Short-term Incentive Awards For the financial year ended December 31, 2024, the Board set target and maximum award values for each Named Executive Officer, representing the percentage of their base salary that their annual cash bonus would total assuming each executive officer achieved the minimum and maximum performance results. The value of actual short-term incentive payments for 2024 are shown below.

  102. 2024 Short-term Incentive Awards

    | Name | Target STIP | Corporate Score (85% Weight) | Individual Score (15% Weight) | Weighted Overall Score | Actual STIP | | | % of Salary | % of Target | % of Target | % Salary | $ | | Richard Young(1) | 120% | 74% | 135% | 100% | $141,127 | | Ryan Snow | 80% | 74% | 125% | 65% | $192,417 | | Matthew Gili | 80% | 74% | 125% | 65% | $231,146 | | David Savarie(1) | 80% | 74% | 135% | 66% | $47,667 | | Curtis Turner | 50% | 74% | 135% | 42% | $96,726 |

  103. 2024 Short-term Incentive Awards

    Notes:

  104. 2024 Short-term Incentive Awards

    | (1) The STIP amounts for Mr. Young and Mr. Savarie were pro-rated to their 2024 start date with the Corporation. |

  105. 2024 Short-term Incentive Awards

    Security-Based Compensation Long-term incentive compensation is provided through equity incentive awards granted under the Omnibus Incentive Plan. The Omnibus Incentive Plan was established for the benefit of full-time and part-time employees, officers and directors of the Corporation and its affiliates, as well as individuals or corporations engaged to provide ongoing management or consulting services to any of the foregoing, which may be designated from time to time. The Omnibus Incentive Plan is administered by the directors of the Corporation, or if the directors determine, the committee of the directors authorized to administer the Omnibus Incentive Plan. Equity incentive awards are designed to motivate executives to achieve long-term business results, to align their interests with those of shareholders and to attract and retain executives. Grants are made based on a variety of factors, such as the need to attract or retain key individuals, competitive market conditions and internal equity. Previous grants are taken into consideration when determining the value of new grants. Long-term incentive compensation awarded to the Corporation’s Named Executive Officers during the calendar year 2024 were delivered in the form of RSUs and Options on a 75% and 25% basis, respectively. In February of 2025, the Board, by recommendation of the Compensation Committee and its compensation consultant, amended this mix of long-term incentives by awarding RSUs and PSUs, and no Options, to the Named Executive Officers in accordance with the details below:

  106. 2024 Short-term Incentive Awards

    | Features | Restricted Share Units | Performance Share Units | | Grant Mix | 50% | 50% | | Purpose | The purpose of RSUs is to advance the interests of the Corporation through the motivation, attraction and retention of participants. | The purpose of Performance Share Unit is to motivate share price growth over time, and align the interests of participants and shareholders. | | Term/Vesting | The RSUs shall vest with a cliff vesting in three years(1) on March 1, 2028. | The PSUs shall vest with a cliff vesting in three years on March 1, 2028. | | Form of Settlement | Each RSU provides the holder with a right to receive (i) a Common Share or (ii) cash on the date the RSUs are fully vested. | Each PSU entitles the holder to receive a Common Share at the time of vesting. |

  107. 2024 Short-term Incentive Awards

    Notes:

  108. 2024 Short-term Incentive Awards

    | (1) Mr. Turner will have his RSUs vest on a one third annual basis on March 1st of each year. |

  109. Long-term Incentives Granted for 2024 Compensation

    Long-term Incentives Granted for 2024 Compensation For the financial year ended December 31, 2024, the Board set a target and maximum grant value for each Named Executive Officer, linked directly to the total performance score (combination of corporate objectives and individual performance) as part of the short-term incentive awards for 2024. Grant values are expressed as a percentage of each Named Executive Officer’s base salary, multiplied by the performance score determined by the Board. For 2024, total performance scores for Named Executive Officers were 82% or 83% of target. Applying these scores to target long-term incentive levels, the grant values for Named Executive Officers would have ranged from 42% to 100% of base salary. However, the Board evaluated overall company performance and applied discretion to set grant values to 100% of target (or 40% to 150% of base salary). The table below summarizes the grant value of long-term incentives and the number of RSUs and PSUs granted for 2024 compensation.

  110. Long-term Incentives Granted for 2024 Compensation

    | Name and Position | Target LTI (% of Base Salary) | Restricted Share Units (50% of LTI Mix) (1) | | Performance Share Units (50% of LTI Mix)(1) | | | | | $ | # of Units | $ | # of Units | | Richard Young | 150% | $375,000 | n/a | $375,000 | n/a | | Ryan Snow | 100% | $167,500 | n/a | $167,500 | n/a | | Matthew Gili | 150% | $300,000 | n/a | $300,000 | n/a | | David Savarie | 100% | $155,000 | n/a | $155,000 | n/a | | Curtis Turner | 40% | $47,000 | n/a | $47,000 | n/a |

  111. Long-term Incentives Granted for 2024 Compensation

    | (1) As of the date of this Circular, the Corporation has approved the dollar value of the LTI grants to the NEOs but has not yet priced and granted the number of units. |

  112. Long-term Incentives Granted for 2024 Compensation

    For additional details concerning the Omnibus Incentive Plan, see “Securities Authorized for Issuance Under Equity Compensation Plans – Summary of the Omnibus Incentive Plan”. In addition to the annual LTI grants in 2024, the Compensation Committee and Board elected to grant key management personnel including the NEOs a retention grant of RSUs in November. This retention grant was designed to ensure the retention of key personnel required to meet the Corporation’s new development plan and incentivize them to execute the plan as it has been developed. These grants vest on a three-year cliff vesting term to align management’s interest with the new development plan. These individuals possess the skills and experience necessary to meet the plan. As such, the compensation committee and the board of directors felt compelled to retain these individuals. This is particularly important in light of increased development activity in the regions we operate as well as the broader demographics facing the industry. Perquisites and Other Personal Benefits In addition to the compensation described above, each of the Named Executive Officers is entitled to receive other benefits during the term of employment, which may include all or some of health, dental and vision insurance, an automobile allowance, vacation, sick leave, term life insurance and disability insurance.

  113. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of all compensation for services rendered to the Corporation and its subsidiaries for each of the Corporation’s three most recently completed financial years for each Named Executive Officer in the most recently completed financial year.

  114. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Share- Based Awards (1) ($) | Option- Based Awards (2) ($) | Non-Equity Incentive Plan Compensation | | Pension Value ($) | All Other Compensation(11) ($) | Total Compensation ($) | | | | | | | Annual Incentive Plans (3) ($) | Long-Term Incentive Plans ($) | | | | | Richard Young(9) CEO & Director | 2024 | 141,438 | 2,244,181 | — | 141,127 | — | — | — | 2,526,746 | | Ewan Downie(5) CEO & Director | 2024 | 455,087 | — | — | — | — | 8,213 | 1,389,431(7) | 1,852,731 | | | 2023 | 429,780 | 483,441 | 161,147 | 527,944 | — | 11,115 | 6,759 | 1,620,185 | | | 2022 | 435,390 | 386,719 | 386,719 | 567,261 | — | 9,607 | 6,506 | 1,792,203 | | Ryan Snow CFO | 2024 | 294,576 | 728,488 | — | 192,417 | | 11,698 | 36,498 | 1,263,677 | | | 2023 | 278,409 | 208,807 | 69,602 | 249,594 | — | 12,025 | 34,882 | 853,319 | | | 2022 | 272,950 | 161,646 | 161,646 | 258,634 | — | 8,260 | 34,882 | 898,018 | | Matthew Gili President & COO | 2024 | 353,866 | 993,488 | — | 231,146 | | 16,231 | 36,535 | 1,631,266 | | | 2023 | 334,750 | 376,594 | 125,531 | 300,606 | — | 15,466 | 34,882 | 1,187,829 | | | 2022 | 334,750 | 297,368 | 297,368 | 317,192 | — | 12,764 | 34,882 | 1,294,324 | | David Savarie(10) SVP General Counsel | 2024 | 25,833 | 703,488 | — | 47,667 | — | — | 31,683(4) | 808,671 | | Matthew Gollat EVP, Business & Corporate Development | 2024 | 224,728 | — | — | — | — | 9,125 | 739,785(8) | 973,638 | | | 2023 | 272,950 | 20,713 | 68,238 | 243,881 | — | 11,115 | 6,759 | 807,655 | | | 2022 | 272,950 | 161,646 | 161,646 | 258,634 | — | 9,607 | 6,506 | 870,989 | | Curtis Turner(6) VP, Strategic Planning | 2024 | 231,107 | 234,531 | — | 96,726 | — | 15,306 | 24,221 | 601,891 | | | 2023 | 223,600 | 67,080 | 22,360 | 124,657 | — | 9,999 | — | 447,696 | | | 2022 | 215,000 | 50,350 | 50,350 | 30,777 | — | — | — | 346,477 |

  115. Summary Compensation Table

    Notes:

  116. Summary Compensation Table

    | (1) The amounts have been converted to U.S. dollars (US$) in the table above at a currency exchange rate of US$1 = C$1.3698 based on the average Canadian dollar / U.S. dollar exchange rate in 2024, US$1 = C$1.3497 based on the average Canadian dollar / U.S. dollar exchange rate in 2023 and US$1 = C$1.3013 based on the average Canadian dollar / U.S. dollar exchange rate in 2022. As of the date of this Circular, the Corporation has approved the dollar value of the 2024 LTI grants but has not yet priced and granted the number of units. Mr. Young’s 2024 grant was for an initial grant on appointment. On November 19, 2024, a retention grant was made for the remaining NEOs then employed by the Corporation to align their long-term compensation with the new development plan. |

  117. Summary Compensation Table

    | (2) In calculating the fair value of Options granted on February 22, 2024, management assumed a risk-free interest rate of 3.93%, an exercise price of C$1.75, a market price of the Common Shares at the date of grant of C$1.75, an expected dividend yield of 0%, an expected life of 3 years, an average share price volatility of 52.24%, an average forfeiture rate of 4.16%. In calculating the fair value of Options granted on February 22, 2023, management assumed a risk-free interest rate of 3.91%, an exercise price of C$3.21, a market price of the Common Shares at the date of grant of C$3.21, an expected dividend yield of 0%, an expected life of 3 years and average share price volatility of 60.1%, and an average forfeiture rate of 4.21%. In calculating the fair value of Options granted on October 20, 2022, management assumed a risk-free interest rate of 4.17%, an exercise price of C$2.38, a market price of the Common Shares at the date of grant of C$2.38, an expected dividend yield of 0%, an expected life of 3 years, an average share price volatility of 60.73%, and an average forfeiture rate of 4.42%. In calculating the fair value of Options granted on February 4, 2022, management assumed a risk-free interest rate of 1.55%, an exercise price of C$2.62, a market price of the Common Shares at the date of grant of C$2.62, an expected dividend yield of 0%, an expected life of 3.2 years and an average share price volatility of 51.4%. |

  118. Summary Compensation Table

    | (3) Represents the annual cash bonus awarded by the Corporation. See “Statement of Executive Compensation – Compensation Discussion and Analysis – Elements of Compensation Program – Cash Bonus”. |

  119. Summary Compensation Table

    | (4) Includes consulting fees paid to the Named Executive Officer for services performed for the Corporation during the third quarter of 2024. |

  120. Summary Compensation Table

    | (5) The compensation paid to Mr. Downie have been converted to U.S. dollars (US$) in the table above at a currency exchange rate of US$1 = C$1.3698 based on the average Canadian dollar / U.S. dollar exchange rate in 2024, US$1 = C$1.3497 based on the average Canadian dollar / U.S. dollar exchange rate in 2023 and US$1 = C$1.3013 based on the average Canadian dollar / U.S. dollar exchange rate in 2022. The compensation disclosure provided for Mr. Ewan Downie is in respect of his capacity as an executive of the Corporation. Mr. Downie did not receive any additional compensation in his capacity as director of the Corporation. Mr. Downie retired on September 18, 2024. |

  121. Summary Compensation Table

    | (6) Mr. Turner was hired by the Corporation on October 3, 2022. The summary compensation information for 2022 is therefore for the period from October 3, 2022 to December 31, 2022. Mr. Turner was VP Finance until November 12, 2024 when he was appointed VP Strategic Planning. |

  122. Summary Compensation Table

    | (7) On September 16, 2024, the Corporation entered into a retirement agreement with the former CEO, Mr. Downie confirming the terms of his resignation and cessation of employment with the Corporation. Payments in the amount of C$1,893,324 were made to Mr. Downie in accordance with the terms of his employment agreement with the Corporation. The compensation paid has been converted to U.S. dollars (US$) in the table above at a currency exchange rate of US$1 = C$1.3698 based on the average Canadian dollar / U.S. dollar exchange rate. |

  123. Summary Compensation Table

    | (8) On November 1, 2024, the Corporation entered into a retirement agreement with the former Executive Vice President, Business and Corporate Development, Matthew Gollat confirming the terms of his resignation and cessation of employment with the Corporation. Payments in the amount of $731,733 were made to Mr. Gollat in accordance with the terms of his employment agreement with the Corporation. |

  124. Summary Compensation Table

    | (9) Mr. Young was appointed Chief Executive Officer on September 18, 2024. |

  125. Summary Compensation Table

    | (10) Mr. Savarie was appointed as SVP General Counsel on November 12, 2024. |

  126. Summary Compensation Table

    | (11) All other compensation includes benefits such as health benefits and insurance premiums. |

  127. Incentive Plan Awards

    Incentive Plan Awards

  128. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets out all share-based awards and option-based awards outstanding as at December 31, 2024 for each Named Executive Officer.

  129. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option-Based Awards | | | | Share-Based Awards | | | | | Number of Securities Underling Unexercised Options (#) | Option Exercise Price (C$) | Option Expiry Date | Value of Unexercised in-the-Money Options (1) ($) | Number of Shares or the Units of Shares That Have Not Vested (#) | Market or Payout Value of Share- Based Awards That Have Not Vested (2) ($) | Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($) | | Richard Young | — | — | — | — | 1,401,869 | 706,154 | — | | Ewan Downie (3) | 272,500 | 1.18 | 3/10/2025 | — | 300,830 | 151,535 | — | | | 20,000 | 0.59 | 4/21/2026 | 1,460 | — | — | — | | | 325,000 | 2.66 | 4/26/2026 | — | — | — | — | | | 34,000 | 1.47 | 5/26/2026 | — | — | — | — | | | 150,000 | 3.35 | 11/12/2026 | — | — | — | — | | | 547,993 | 2.62 | 2/4/2027 | — | — | — | — | | | 119,000 | 1.62 | 10/4/2027 | — | — | — | — | | | 355,573 | 3.21 | 2/22/2028 | — | — | — | — | | | 319,853 | 1.75 | 2/22/2029 | — | — | — | — | | Ryan Snow | 250,000 | 2.66 | 4/26/2026 | — | 829,722(4) | 417,950 | — | | | 75,000 | 3.35 | 11/12/2026 | — | — | — | — | | | 222,074 | 2.62 | 2/4/2027 | — | — | — | — | | | 154,365 | 3.21 | 2/22/2028 | — | — | — | — | | | 139,205 | 1.75 | 2/22/2029 | — | — | — | — | | Matthew Gili | 300,000 | 2.66 | 4/26/2026 | — | 934,774(4) | 470,867 | — | | | 75,000 | 3.35 | 11/12/2026 | — | — | — | — | | | 412,423 | 2.62 | 2/4/2027 | — | — | — | — | | | 283,973 | 3.21 | 2/22/2028 | — | — | — | — | | | 251,063 | 1.75 | 2/22/2029 | — | — | — | — | | David Savarie | — | — | — | — | 700,000(4) | 352,606 | — | | Matthew Gollat(3) | 35,600 | 1.18 | 3/10/2025 | — | 127,622 | 64,286 | — | | | 300,000 | 2.66 | 4/26/2026 | — | — | — | — | | | 75,000 | 3.35 | 11/12/2026 | — | — | — | — | | | 224,189 | 2.62 | 2/4/2027 | — | — | — | — | | | 154,365 | 3.21 | 2/22/2028 | — | — | — | — | | | 136,475 | 1.75 | 2/22/2029 | — | — | — | — | | Curtis Turner | 114,000 | 2.38 | 10/20/2027 | — | 291,452(4) | 146,811 | — | | | 48,082 | 3.21 | 2/22/2028 | — | — | — | — | | | 44,720 | 1.75 | 2/22/2029 | — | — | — | — |

  130. Outstanding Equity Awards at Fiscal Year-End

    Notes:

  131. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents the aggregate dollar amount of in-the-money unexercised options held at the end of the most recently completed financial year of the Corporation. The value of in-the-money unexercised options is calculated based on the difference between the market value per Common Share as at December 31, 2024 (C$0.69) and the exercise price of the option, and converted into US$ at an exchange ratio of US$1 = C$1.3698. |

  132. Outstanding Equity Awards at Fiscal Year-End

    | (2) Calculated by multiplying the number of RSUs by the market value per Common Share as at December 31, 2024 (C$0.69) and converted into US$ at an exchange ratio of US$1 = C$1.3698. |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (3) Includes (i) outstanding Replacement SpinCo Options and (ii) outstanding Options issued pursuant to the plan of arrangement involving Paycore Minerals Inc. (the “Paycore Arrangement”). |

  134. Outstanding Equity Awards at Fiscal Year-End

    | (4) The retention grants awarded on November 19, 2024 have a 3-year cliff vesting schedule. |

  135. Incentive Plan Awards – Value Vested or Earned During the Year

    Incentive Plan Awards – Value Vested or Earned During the Year The following table sets forth certain information, for each Named Executive Officer, regarding the value vested or earned in connection with incentive plan awards during the financial year ended December 31, 2024.

  136. Incentive Plan Awards – Value Vested or Earned During the Year

    | Name | Option-Based Awards – Value Vested During the Year ($) | Share-Based Awards – Value Vested During the Year ($) | Non-Equity Incentive Plan Compensation – Value Earned During the Year ($) | | Richard Young | — | — | — | | Ewan Downie | 545,991 | 253,424 | — | | Ryan Snow | 133,879 | 107,382 | — | | Matthew Gili | 246,461 | 196,061 | — | | David Savarie | — | — | — | | Matthew Gollat | 232,256 | 106,577 | — | | Curtis Turner | 52,750 | 24,964 | — |

  137. Employment Agreements and Termination and Change of Control Benefits

    Employment Agreements and Termination and Change of Control Benefits Each Named Executive Officer has entered into an employment agreement with the Corporation or its wholly owned subsidiary, Premier Gold Mines USA, Inc. (“Premier USA”). The following provides details of the key terms of the employment agreement, including the termination and change of control benefits under the employment agreements, with each of the Named Executive Officers as at the date of this Circular. For the purpose of this section, a “Change of Control” means the occurrence of any one or more of the following events: (i) any person or group of persons acting jointly or in concert acquires control or is deemed to acquire control of more than 50% of the voting securities of the Corporation or the approval by Shareholders of such a transaction; (ii) the Corporation sells or otherwise transfers more than 50% of its property or assets (on a consolidated basis) or such property or assets that are expected to generate, more than 50% of the consolidated operating income or cash flow of the Corporation and the subsidiaries or approval by Shareholders of such a transaction; (iii) Incumbent Directors cease to constitute a majority of the Board (which, for the purposes of this paragraph, an “Incumbent Director” shall mean any member of the Board who is a member of the Board immediately prior to the occurrence of a contested election of directors of the Corporation); or (iv) the Board adopts a resolution to the effect that, for the purposes of this Agreement, a Change of Control has occurred, or that such a Change of Control is imminent, in which case, the date of the Change of Control shall be deemed to be the date of such resolution. “Involuntary Termination” means: (i) the termination by the Corporation of an executive’s employment for any reason (other than cessation of employment caused by the executive’s death or disability, or termination of employment for cause) at any time during the 12 month period following a Change of Control; or (ii) the resignation by an executive of his employment within 90 days period immediately following a material diminution in compensation or duties that occurs within the 12 month period following a Change of Control.

  138. Richard Young

    Richard Young Pursuant to an employment agreement between the Corporation, and Mr. Young with an effective date of October 7, 2024 (the “Young Agreement”), the Corporation has agreed to pay, among other things, a current annual base salary of US$513,750 to Mr. Young, subject to future reviews or adjustments as may be determined by the Corporation at its sole discretion. Mr. Young is also eligible to receive an annual incentive bonus, conditional on the overall operational and financial performance of the Corporation, and upon Mr. Young’s achievement of certain personal performance and milestones to be agreed annually between Mr. Young and the Corporation. Pursuant to the Young Agreement, Mr. Young is also eligible to receive long-term incentive compensation, as determined by the Corporation in its sole discretion and pursuant to the Corporation’s plans in effect at the time and is entitled to participate in the Corporation’s equity compensation plans. Mr. Young is also eligible to participate in any group benefit plans and retirement plan provided by the Corporation to its employees and reimbursed for reasonable and proper expenses incurred in the performance of his duties as the Chief Executive Officer. Pursuant to the Young Agreement, Mr. Young can resign by providing the Corporation with three months’ written notice, which may be accelerated by the Corporation to any date from the written notice of resignation. Upon resignation, Mr. Young shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing. If the Corporation accelerates termination, payment shall be paid through the notice period. In the event of a termination for cause, the Corporation may immediately terminate Mr. Young and Mr. Young shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing and all benefits and any other allowances or perquisites shall terminate immediately. In the event of a termination upon death or disability, Mr. Young’s employment shall cease automatically and Mr. Young (or his estate) shall be eligible to receive any unpaid base salary and vacation earned or compensation due and owing. In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within 12 month period immediately following the Change of Control, the Corporation shall pay in lump sum as severance pay: (i) an amount equal to 24 months of Mr. Young’s base salary in effect on the termination date in addition to incentive bonus less applicable taxes and withholdings; (ii) any granted unvested awards under the Corporation’s equity compensation plan shall immediately vest and exercisable; and (iii) an amount equal to the monthly cost of family coverage under the current plan times 24, less applicable withholdings and statutory obligations; and (iv) amount intended to reflect reasonable estimate of the premium Mr. Young would have paid for life and disability benefits for 24 months following termination. In the event of a termination other than due to resignation, for cause, death or disability or Involuntary Termination following a Change of Control, the Corporation will make reasonable effort to provide three month’s advance notice of termination and pay a lump sum, as severance pay: (i) an amount equal to 12 months of Mr. Young’s base salary in effect on the termination date, in addition to incentive bonus less applicable taxes and withholdings; (ii) an amount equal monthly cost of family coverage under the current plan times 12, less applicable withholdings and statutory obligations; and (iii) amount intended to reflect reasonable estimate of the premium Mr. Young would have paid for life and disability benefits for 12 months following termination.

  139. Ryan Snow

    Ryan Snow Pursuant to an employment agreement between Premier USA, a subsidiary of the Corporation, and Mr. Snow with an effective date of April 8, 2021 (the “Snow Agreement”), Premier USA has agreed to pay, among other things, a current annual base salary of US$344,212 to Mr. Snow, subject to future reviews or adjustments as may be determined by the Corporation at its sole discretion. Mr. Snow is also eligible to receive an annual incentive bonus, conditional on the overall operational and financial performance of Premier USA and the Corporation, and upon Mr. Snow’s achievement of certain personal performance and milestones to be agreed annually between Mr. Snow and the Corporation. Pursuant to the Snow Agreement, Mr. Snow is also eligible to receive long-term incentive compensation, as determined by the Corporation in its sole discretion and pursuant to the Corporation’s plans in effect at the time and is entitled to participate in the Corporation’s equity compensation plans. Mr. Snow is also eligible to participate in any group benefit plans and retirement plan provided by Premier USA to its employees and reimbursed for reasonable and proper expenses incurred in the performance of his duties as the Chief Financial Officer. Pursuant to the Snow Agreement, Mr. Snow can resign by providing Premier USA with three months written notice, which may be accelerated by the Corporation to any date at least two weeks from the written notice of resignation. Upon resignation, Mr. Snow shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing. If the Corporation accelerates termination, payment shall be paid through the notice period. In the event of a termination for cause, Premier USA may immediately terminate Mr. Snow and Mr. Snow shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing and all benefits and any other allowances or perquisites shall terminate immediately. In the event of a termination upon death or disability, Mr. Snow’s employment shall cease automatically and Mr. Snow (or his estate) shall be eligible to receive any unpaid base salary and vacation earned or compensation due and owing. In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within 12 month period immediately following the Change of Control, Premier USA shall pay in lump sum as severance pay: (i) an amount equal to 24 months of Mr. Snow’s base salary in effect on the termination date in addition to incentive bonus less applicable taxes and withholdings; (ii) any granted unvested awards under the Corporation’s equity compensation plan shall immediately vest and exercisable; and (iii) an amount equal to the monthly cost of family coverage under the current plan times 24, less applicable withholdings and statutory obligations; and (iv) amount intended to reflect reasonable estimate of the premium Mr. Snow would have paid for life and disability benefits for 24 months following termination. In the event of a termination other than due to resignation, for cause, death or disability or Involuntary Termination following a Change of Control, Premier USA will make reasonable effort to provide three month’s advance notice of termination and pay a lump sum, as severance pay: (i) an amount equal to 12 months of Mr. Snow’s base salary in effect on the termination date, in addition to incentive bonus less applicable taxes and withholdings; (ii) an amount equal monthly cost of family coverage under the current plan times 12, less applicable withholdings and statutory obligations; and (iii) amount intended to reflect reasonable estimate of the premium Mr. Snow would have paid for life and disability benefits for 12 months following termination.

  140. Matthew Gili(1)

    In the event of a termination upon death or disability, Mr. Gili’s employment shall cease automatically and Mr. Gili (or his estate) shall be eligible to receive any unpaid base salary and vacation earned or compensation due and owing. In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within 12 month period immediately following the Change of Control, Premier USA shall pay in lump sum as severance pay: (i) an amount equal to 24 months of Mr. Gili’s base salary in effect on the termination date in addition to incentive bonus less applicable taxes and withholdings; (ii) any granted unvested awards under the Corporation’s equity compensation plan shall immediately vest and exercisable; and (iii) an amount equal to the monthly cost of family coverage under the current plan times 24, less applicable withholdings and statutory obligations; and (iv) amount intended to reflect reasonable estimate of the premium Mr. Gili would have paid for life and disability benefits for 24 months following termination. In the event of a termination other than due to resignation, for cause, death or disability or Involuntary Termination following a Change of Control, Premier USA will make reasonable effort to provide 3 month’s advance notice of termination and pay a lump sum, as severance pay: (i) an amount equal to 12 months of Mr. Gili’s base salary in effect on the termination date, in addition to incentive bonus less applicable taxes and withholdings; (ii) an amount equal monthly cost of family coverage under the current plan times 12, less applicable withholdings and statutory obligations; and (iii) amount intended to reflect reasonable estimate of the premium Mr. Gili would have paid for life and disability benefits for 12 months following termination.

  141. David Savarie

    David Savarie Pursuant to an employment agreement between the Corporation, and Mr. Savarie with an effective date of November 12, 2024 (the “Savarie Agreement”), the Corporation has agreed to pay, among other things, a current annual base salary of US$318,525 to Mr. Savarie, subject to future reviews or adjustments as may be determined by the Corporation at its sole discretion. Mr. Savarie is also eligible to receive an annual incentive bonus, conditional on the overall operational and financial performance of the Corporation, and upon Mr. Savarie’s achievement of certain personal performance and milestones to be agreed annually between Mr. Savarie and the Corporation. Pursuant to the Savarie Agreement, Mr. Savarie is also eligible to receive long-term incentive compensation, as determined by the Corporation in its sole discretion and pursuant to the Corporation’s plans in effect at the time and is entitled to participate in the Corporation’s equity compensation plans. Mr. Savarie is also eligible to participate in any group benefit plans and retirement plan provided by the Corporation to its employees and reimbursed for reasonable and proper expenses incurred in the performance of his duties as the SVP General Counsel. Pursuant to the Savarie Agreement, Mr. Savarie can resign by providing the Corporation with three months’ written notice, which may be accelerated by the Corporation to any date from the written notice of resignation. Upon resignation, Mr. Savarie shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing. If the Corporation accelerates termination, payment shall be paid through the notice period. In the event of a termination for cause, the Corporation may immediately terminate Mr. Savarie and Mr. Savarie shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing and all benefits and any other allowances or perquisites shall terminate immediately. In the event of a termination upon death or disability, Mr. Savarie’s employment shall cease automatically and Mr. Savarie (or his estate) shall be eligible to receive any unpaid base salary and vacation earned or compensation due and owing. In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within 12 month period immediately following the Change of Control, the Corporation shall pay in lump sum as severance pay: (i) an amount equal to 24 months of Mr. Savarie’s base salary in effect on the termination date in addition to incentive bonus less applicable taxes and withholdings; (ii) any granted unvested awards under the Corporation’s equity compensation plan shall immediately vest and exercisable; and (iii) an amount equal to the monthly cost of family coverage under the current plan times 24, less applicable withholdings and statutory obligations; and (iv) amount intended to reflect reasonable estimate of the premium Mr. Savarie would have paid for life and disability benefits for 24 months following termination. In the event of a termination other than due to resignation, for cause, death or disability or Involuntary Termination following a Change of Control, the Corporation will make reasonable effort to provide three month’s advance notice of termination and pay a lump sum, as severance pay: (i) an amount equal to 12 months of Mr. Savarie’s base salary in effect on the termination date, in addition to incentive bonus less applicable taxes and withholdings; (ii) an amount equal monthly cost of family coverage under the current plan times 12, less applicable withholdings and statutory obligations; and (iii) amount intended to reflect reasonable estimate of the premium Mr. Savarie would have paid for life and disability benefits for 12 months following termination.

  142. Curtis Turner

    Curtis Turner Pursuant to an employment agreement between Premier USA, a subsidiary of the Corporation, and Mr. Turner with an effective date of October 3, 2022 (the “Turner Agreement”), Premier USA has agreed to pay, among other things, a current annual base salary of US$241,462 to Mr. Turner, subject to future reviews or adjustments as may be determined by the Corporation at its sole discretion. Mr. Turner is also eligible to receive an annual incentive bonus, conditional on the overall operational and financial performance of Premier USA and the Corporation, and upon Mr. Turner’s achievement of certain personal performance and milestones to be agreed annually between Mr. Turner and the Corporation. Pursuant to the Turner Agreement, Mr. Turner is also eligible to receive long-term incentive compensation, as determined by the Corporation in its sole discretion and pursuant to the Corporation’s plans in effect at the time and is entitled to participate in the Corporation’s equity compensation plans. Mr. Turner is also eligible to participate in any group benefit plans and retirement plan provided by Premier USA to its employees and reimbursed for reasonable and proper expenses incurred in the performance of his duties as the President and Chief Operating Officer. Pursuant to the Turner Agreement, Mr. Turner can resign by providing Premier USA with two months’ written notice, which may be accelerated by the Corporation to any date at least two weeks from the written notice of resignation. Upon resignation, Mr. Turner shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing. If the Corporation accelerates termination, payment shall be paid through the notice period. In the event of a termination for cause, Premier USA may immediately terminate Mr. Turner and Mr. Turner shall have no entitlement except for unpaid base salary and vacation earned or compensation due and owing and all benefits and any other allowances or perquisites shall terminate immediately. In the event of a termination upon death or disability, Mr. Turner’s employment shall cease automatically and Mr. Turner (or his estate) shall be eligible to receive any unpaid base salary and vacation earned or compensation due and owing. In the event that a Change of Control occurs, and an Involuntary Termination subsequently occurs within 12 month period immediately following the Change of Control, Premier USA shall pay in lump sum as severance pay: if Mr. Turner has been employed less than 12 months (i) an amount equal to 6 months of Mr. Turner’s base salary in effect on the termination date in addition to incentive bonus less applicable taxes and withholdings; if Mr. Turner has been employed at least 12 months but less than 36 months, an amount equal to 12 months of Mr. Turner’s base salary in effect on the termination date, and if Mr. Turner has been employed more than 36 months, an amount equal to 24 months of Mr. Turner’s base salary in effect on the termination date (ii) any granted unvested awards under the Corporation’s equity compensation plan shall immediately vest and exercisable; and (iii) an amount equal to the monthly cost of family coverage under the current plan times 24, less applicable withholdings and statutory obligations; and (iv) amount intended to reflect reasonable estimate of the premium Mr. Turner would have paid for life and disability benefits for 24 months following termination. In the event of a termination other than due to resignation, for cause, death or disability or Involuntary Termination following a Change of Control, Premier USA will make reasonable effort to provide 3 month’s advance notice of termination and pay a lump sum, as severance pay: (i) an amount equal to 12 months of Mr. Turner’s base salary in effect on the termination date, in addition to incentive bonus less applicable taxes and withholdings; (ii) an amount equal monthly cost of family coverage under the current plan times 12, less applicable withholdings and statutory obligations; and (iii) amount intended to reflect reasonable estimate of the premium Mr. Turner would have paid for life and disability benefits for 12 months following termination.

  143. Termination and Change of Control Benefits

    Termination and Change of Control Benefits The following shows the estimated incremental payments that would be payable to each of the Named Executive Officer in the event of a Change of Control or termination without cause of such Named Executive Officer on December 31, 2024.

  144. Termination and Change of Control Benefits

    | Name | Termination by the Corporation for any reason other than cause and unrelated to “change of control” of the Corporation ($) | Termination by the Corporation without cause after a “change of control” of the Corporation ($) | | Richard Young | 1,141,465 | 2,282,930 | | Ryan Snow | 656,080 | 1,312,159 | | Matthew Gili | 776,335 | 1,552,670 | | David Savarie | 584,560 | 1,169,120 | | Curtis Turner | 318,414 | 772,828 | | Total | 3,476,854 | 7,089,707 |

  145. Termination and Change of Control Benefits

    Notes:

  146. Termination and Change of Control Benefits

    | (1) On September 16, 2024 the Corporation entered into a retirement agreement with the former CEO, Ewan Downie, confirming the terms of his resignation and cessation of employment with the Corporation. Payments in the amount of C$1,893,324 were made to Mr. Downie in accordance with the terms of his employment agreement with the Corporation. |

  147. Termination and Change of Control Benefits

    | (2) On November 1, 2024 the Corporation entered into a retirement agreement with the former Executive Vice President, Business and Corporate Development, Matt Gollat confirming the terms of his resignation and cessation of employment with the Corporation. Payments in the amount of US$731,733 were made to Mr. Gollat in accordance with the terms of his employment agreement with the Corporation. |

  148. Director Compensation

    Director Compensation In 2024, the Compensation Committee worked with Southlea Group to determine that no changes were required to the compensation arrangements for the board of directors. During 2023, the Corporation completed an external market review of the compensation arrangements for the board of directors. The board of director compensation framework for the year ended December 31, 2024, summarized below:

  149. Director Compensation

    | Criteria | Fees Paid for the Year Ended December 31, 2024 ($) | Fees Paid for the Year Ended December 31, 2023 ($) | | Non-Executive Chairman of the Corporation | 80,000 | 80,000 | | Director of the Corporation | 55,000 | 55,000 | | Chair of Audit Committee of the Board | 10,000 | 10,000 | | Chair of Compensation Committee of the Board | 7,500 | 7,500 | | Chairs of CG&N Committee and TSS Committee of the Board | 5,000 | 5,000 | | Additional fee for any Director that sits on more than two committees | 5,000 | 5,000 |

  150. Director Compensation

    The following table sets forth a summary of all amounts of compensation provided to the directors of the Corporation, other than the Named Executive Officers, during the financial year of the Corporation ended December 31, 2024.

  151. Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Share- Based Awards ($) | Option- Based Awards ($) | Non-Equity Incentive Plan Compensation ($) | Pension Value ($) | All Other Compensation ($) | Total Compensation ($) | | Ron Clayton | 85,000 | 130,000(4) | — | — | — | — | 215,000 | | Eva Bellissimo(3) | 60,000(3) | 105,000(4) | — | — | — | — | 165,000 | | John Begeman | 67,500 | 105,000(4) | — | — | — | — | 172,500 | | John Seaman | 65,000 | 75,000 | — | — | — | — | 140,000 | | Greg Smith(3)(5) | 55,000(3) | — | — | — | — | — | 55,000 | | Arthur Einav(3) | 55,000(3) | 105,000(4) | — | — | — | — | 160,000 | | Christina McCarthy(3)(6) | 55,000(3) | 75,000 | — | — | — | — | 130,000 | | Cassandra Joseph (2)(3) | 41,250(3) | 47,466 | — | — | — | — | 88,716 |

  152. Director Compensation

    | (1) The director compensation table does not include information with respect to Mr. Downie, who was the Chief Executive Officer and a director of the Corporation until his retirement on September 18, 2024. The table does not include information with respect to Mr. Young, who was appointed Chief Executive Officer on September 18, 2024. Information with respect to the compensation paid to Mr. Downie and Mr. Young for the financial year ended December 31, 2024 is set out under the heading “Statement of Executive Compensation – Summary Compensation Table” above. |

  153. Director Compensation

    | (2) Ms. Joseph joined the board on May 14, 2024 and her fees earned in 2024 were pro-rated as of that date. |

  154. Director Compensation

    | (3) For the year 2024, Ms. Bellissimo, Mr. Einav, Mr. Smith, Ms. Joseph and Ms. McCarthy received their director fees in the form of DSUs in lieu of cash. |

  155. Director Compensation

    | (4) The Chairman of the board and the CG&N Committee members were granted a one-time USD$30,000 equity award for the additional work associated with the CEO search in 2024. |

  156. Director Compensation

    | (5) Mr. Smith resigned from the Board effective as of December 31, 2024. He was granted pro-rated share-based awards in the amount of $43,750. |

  157. Director Compensation

    | (6) Ms. McCarthy will not be standing for re-election at the Meeting. |

  158. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards The following table sets out all share-based and option-based awards outstanding as at December 31, 2024 for each director of the Corporation, other than the Named Executive Officers.

  159. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    | Name | Option-Based Awards | | | | Share-Based Awards | | | | | Number of Securities Underling Unexercised Options (#) | Option Exercise Price (C$) | Option Expiry Date | Value of Unexercised in-the-Money Options(1) ($) | Number of Shares or the Units of Shares That Have Not Vested (#) | Market or Payout Value of Share-Based Awards That Have Not Vested(2) ($) | Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed(2) ($) | | Ron Clayton | 250,000 | 2.66 | 4/26/2026 | — | 58,286 | 29,360 | 29,140 | | | 47,887 | 2.62 | 2/4/2027 | — | — | — | — | | | 47,748 | 3.21 | 2/22/2028 | — | — | — | — | | Eva Bellissimo(3) | 36,000 | 1.18 | 3/10/2025(5) | — | 43,714 | 22,020 | 71,527 | | | 50,000 | 2.66 | 4/26/2026 | — | — | — | — | | | 47,887 | 2.62 | 2/4/2027 | — | — | — | — | | | 35,811 | 3.21 | 2/22/2028 | — | — | — | — | | John Begeman(3) | 187,200 | 1.18 | 3/10/2025(5) | — | 43,714 | 22,020 | 22,894 | | | 50,000 | 2.66 | 4/26/2026 | — | — | — | — | | | 34,000 | 1.47 | 5/26/2026 | — | — | — | — | | | 47,887 | 2.62 | 2/4/2027 | — | — | — | — | | | 85,000 | 1.62 | 10/4/2027 | — | — | — | — | | | 102,000 | 2.38 | 2/9/2028 | — | — | — | — | | | 35,811 | 3.21 | 2/22/2028 | — | — | — | — | | John Seaman(3) | 40,000 | 1.18 | 3/10/2025(5) | — | 43,714 | 22,020 | 24,147 | | | 50,000 | 2.66 | 4/26/2026 | — | — | — | — | | | 47,887 | 2.62 | 2/4/2027 | — | — | — | — | | | 35,811 | 3.21 | 2/22/2028 | — | — | — | — | | Arthur Einav | 50,000 | 2.66 | 4/26/2026 | — | 43,714 | 22,020 | 74,836 | | | 47,887 | 2.62 | 2/4/2027 | — | — | — | — | | | 35,811 | 3.21 | 2/22/2028 | — | — | — | — | | Christina McCarthy(3)(4) | 51,000 | 0.59 | 4/21/2026 | 3,723 | 24,868 | 12,527 | 36,379 | | | 34,000 | 1.47 | 5/26/2026 | — | — | — | — | | | 68,000 | 3.09 | 4/20/2027 | — | — | — | — | | | 187,000 | 1.62 | 10/4/2027 | — | — | — | — | | | 170,000 | 2.38 | 2/9/2028 | — | — | — | — | | Cassandra Joseph | — | — | — | — | — | — | 11,942 |

  160. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    Notes:

  161. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    | (1) Represents the aggregate dollar amount of in-the-money unexercised options held at the end of the most recently completed financial year of the Corporation. The value of in-the-money unexercised options is calculated based on the difference between the market value per Common Share as at December 31, 2024 (C$0.69) and the exercise price of the option and converted into US$ at an exchange ratio of US$1 = C$1.3698. |

  162. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    | (2) Calculated by multiplying the number of DSUs/RSUs by the market value per Common Share as at December 31, 2024 (C$0.69) and converted into US$ at an exchange ratio of US$1 = C$1.3698. |

  163. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    | (3) Includes (i) outstanding Replacement SpinCo Options; and (ii) Options issued pursuant to the Paycore Arrangement. |

  164. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    | (4) Ms. McCarthy will not be standing for re-election at the Meeting. |

  165. Incentive Plan Awards — Outstanding Share-Based Awards and Option-Based Awards

    | (5) Options have been extended due to an insider trading blackout. These Options will remain open for exercise for up to 10 business days following the expiration of the blackout period as per the terms of the Omnibus Share Incentive Plan. |

  166. Incentive Plan Awards - Value Vested or Earned During the Year

    Incentive Plan Awards - Value Vested or Earned During the Year The following table sets forth certain information for each director of the Corporation, other than the Named Executive Officers, regarding the value vested or earned in connection with incentive plan awards during the financial year of the Corporation ended December 31, 2024.

  167. Incentive Plan Awards - Value Vested or Earned During the Year

    | Name | Option-Based Awards – Value Vested During the Year ($) | Share-Based Awards – Value Vested During the Year ($) | Non-Equity Incentive Plan Compensation – Value Earned During the Year ($) | | Ron Clayton | 28,779 | 19,500 | — | | Eva Bellissimo | 24,709 | 39,881 | — | | John Begeman | 24,709 | 25,496 | — | | John Seaman | 24,709 | 15,389 | — | | Greg Smith(2) | 36,918 | 115,535 | — | | Arthur Einav | 24,709 | 37,840 | — | | Christina McCarthy(3) | — | 28,714 | — | | Cassandra Joseph | — | — | — |

  168. Incentive Plan Awards - Value Vested or Earned During the Year

    Notes:

  169. Incentive Plan Awards - Value Vested or Earned During the Year

    | (1) Mr. Smith resigned from the Board effective as of December 31, 2024 |

  170. Incentive Plan Awards - Value Vested or Earned During the Year

    | (2) Ms. McCarthy will not be standing for re-election at the Meeting. |

  171. Directors and Officers Liability Insurance

    Directors and Officers Liability Insurance The Corporation has directors and officers liability insurance for the benefit of the directors and officers of the Corporation, which provides coverage in the aggregate of US$32.5 million in each policy year. The deductible amount on the policy is US$5 million and the total premium for the period of April 8, 2024 to April 7, 2025 is US$1.2 million.

  172. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth, as of December 31, 2024, information concerning securities authorized for issuance under equity compensation plans of the Corporation.

  173. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity Compensation Plans Approved by Securityholders | 20,140,951(1) | C$ | 2.43(2) | 20,837,745(3) | | Equity Compensation Plans Not Approved by Securityholders | Nil | | Nil | Nil | | Total | 20,140,951 | C$ | 2.43 | 20,837,745 |

  174. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    Notes:

  175. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | (1) As of December 31, 2024 includes the following: (i) 10,553,120 Common Shares issuable upon exercise of outstanding Options granted by the Corporation under the Omnibus Incentive Plan, which includes the outstanding Replacement SpinCo Options (as defined in the Omnibus Incentive Plan) and Options issued pursuant to the Paycore Arrangement”; (ii) 8,830,555 Common Shares issuable upon vesting of outstanding Share Units granted under the Omnibus Incentive Plan; and (iii) 757,276 Common Shares issuable upon vesting of outstanding DSUs. |

  176. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | (2) Reflects the weighted-average exercise price of outstanding Options only. |

  177. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | (3) Aggregate number of Awards remaining available for future issuances under the Omnibus Incentive Plan as of December 31, 2024, calculated based on 409,786,956 Common Shares issued and outstanding as of December 31, 2024. |

  178. Summary of the Omnibus Incentive Plan

    Summary of the Omnibus Incentive Plan The Omnibus Incentive Plan was first adopted at a special meeting of the shareholders of Premier Gold Mines Limited held on February 23, 2021, in connection with the arrangement involving the Corporation, Premier Gold Mines Limited and Equinox Gold Corp. (the “Arrangement”).

  179. Burn Rate

    | Key Terms of the Omnibus Incentive Plan | | | Purpose: | To attract and retain key personnel who are necessary or essential to the Corporation’s success, image, reputation or activities. It also allows the Corporation to reward key personnel for their performance and greater align their interests with those of Shareholders. | | Eligible Participants: | In respect of a grant of Options or Share Units, an Eligible Participant is any director, executive officer, employee or Consultant of the Corporation or any of its Subsidiaries. In respect of a grant of DSUs, an Eligible Participant is any Non-Employee Director of the Corporation or any of its Subsidiaries. | | Award Types: | Options, Share Units (inclusive of Restricted Share Units (RSUs) and Performance Share Unites (PSUs) and DSUs. | | Share Reserve: | The maximum number of Common Shares available for issuance under the Omnibus Incentive Plan will not exceed 10% of the Common Shares that are issued and outstanding, which includes the number of Common Shares reserved for issuance upon the exercise of Replacement SpinCo Options, less the number of Common Shares subject to any other Share Compensation Arrangement adopted by the Corporation, if any. The share reserve will also be impacted by the “Share Counting” definitions as set out below. | | Share Counting: | Each Option is counted as reserving one Common Share under the Omnibus Incentive Plan. Each Share Unit is counted as reserving one Common Share under the Omnibus Incentive Plan. Each DSU is counted as reserving one Common Share under the Omnibus Incentive Plan. | | Share Recycling: | If an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, if an outstanding Award (or portion thereof) is settled in cash, or if Common Shares acquired pursuant to an Award subject to forfeiture are forfeited, then in each such case, the Common Shares covered by such Award, if any, will again be available for issuance under the Omnibus Incentive Plan. | | Director Participation Limit: | The maximum number of Common Shares that may be made issuable pursuant to Awards made to all Non-Employee Directors within any one-year period must not exceed 1% of the number of Common Shares that are outstanding on a non-diluted basis (as of the commencement of such one-year period). The annual grant of Awards under the Omnibus Incentive Plan to an individual Non-Employee Director cannot exceed C$150,000 in value, of which no more than C$100,000 may be subject to Option grants. | | Plan Renewal: | In May 2024, the Omnibus Incentive Plan was approved for a 3-year period, with Shareholder approval of the unallocated Awards, rights and other entitlements under the Omnibus Incentive Plan required at the Corporation’s 2027 annual and special meeting of Shareholders. |

  180. Limits with respect to Insiders, Individual Grants, Annual Grant Limits and Non-Executive Director Limits

    | (a) The maximum number of securities issuable to Insiders, at any time under the Omnibus Incentive Plan, or when combined with all of other Share Compensation Arrangements, cannot exceed 10% of the Corporation’s total issued and outstanding securities. |

  181. Limits with respect to Insiders, Individual Grants, Annual Grant Limits and Non-Executive Director Limits

    | (b) The maximum number of securities issuable to Insiders, within any one-year period, under the Omnibus Incentive Plan, or when combined with all of the Corporation’s other Share Compensation Arrangements, cannot exceed 10% of the Corporation’s total issued and outstanding securities. |

  182. Limits with respect to Insiders, Individual Grants, Annual Grant Limits and Non-Executive Director Limits

    | (e) The annual grant of Awards under the Omnibus Incentive Plan to any one Non-Employee Director cannot exceed C$150,000 in value, of which no more than C$100,000 may be subject to Option grants. |

  183. Description of Awards

    Description of Awards Options An Option (which includes a Replacement SpinCo Option) is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at a specified exercise price (the “Option Price”). Options are exercisable over a period established by the Board from time to time and reflected in the Participant’s option agreement (each, an “Option Agreement”), which period shall not exceed 10 years from the date of grant. The Option Price shall not be set at less than the Market Value of a Share (as defined in the Omnibus Share Plan) at the time of grant. Notwithstanding the foregoing, the exercise price under any Replacement SpinCo Option shall be the exercise price determined in accordance with the Arrangement for such Replacement SpinCo Option. The grant of an Option by the Board shall be evidenced by an Option Agreement. At the time of grant of an Option, the Board may establish vesting conditions in respect of each Option grant, which may include performance criteria related to corporate or individual performance. The Omnibus Incentive Plan also permits the Board to grant an option holder, at any time, the right to deal with such Option on a cashless exercise basis in accordance with the formula set out in the Omnibus Incentive Plan. Share Units A Share Unit is an Award in the nature of a bonus for services rendered in the year of grant that, upon settlement, entitles the recipient Participant to receive, for each Share Unit redeemed, a cash payment equal to the Market Value of a Share; alternatively, the Corporation (or the applicable subsidiary of the Corporation) may, at its sole discretion, elect to settle all or any portion of the cash payment obligation by the delivery of Common Shares issued from treasury or acquired by a Designated Broker in the open market on behalf of the Participant. The right of a holder to have their Share Units redeemed is subject to such restrictions and conditions on vesting as the Board may determine at the time of grant. Restrictions and conditions on vesting conditions may, without limitation, be based on the passage of time during continued employment or other service relationship (commonly referred to as a RSU), the achievement of specified Performance Criteria (commonly referred to as a PSU) or both. The grant of a Share Unit by the Board shall be evidenced by a Share Unit Agreement. The Board shall have sole discretion to determine whether the Performance Criteria, if any, and/or other vesting conditions with respect to a Share Unit, as contained in the agreement pursuant to which such Share Unit is granted (each, a “Share Unit Agreement”), have been met and shall communicate to a Participant as soon as reasonably practicable when any such applicable vesting conditions or Performance Criteria have been satisfied and the Share Units have vested. If the date on which any Share Units would otherwise vest falls within a Blackout Period or within nine Business Days after a Blackout Period Expiry Date, the vesting of such Share Units will be deemed to occur on the date that is ten Business Days after the Blackout Period Expiry Date. Subject to the vesting and other conditions and provisions in the Omnibus Incentive Plan and in the applicable Share Unit Agreement, each Share Unit awarded to a Participant shall entitle the Participant to receive, on settlement, a cash payment equal to the Market Value of a Share; alternatively, the Corporation (or the applicable subsidiary of the Corporation) may, in its sole discretion, elect to settle all or any portion of the cash payment obligation by the delivery of Common Shares issued from treasury or acquired by a Designated Broker in the open market on behalf of the Participant. Subject to the terms and conditions in the Omnibus Incentive Plan, vested Share Units shall be redeemed by the Corporation (or the applicable subsidiary of the Corporation) as described above on the 15th day following the vesting date. Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested Share Units in a Participant’s account on the same basis as cash dividends declared and paid on Common Shares as if the Participant was a Shareholder of record of Common Shares on the relevant record date. In the event that the Participant’s applicable Share Units do not vest, all Dividend Equivalents, if any, associated with such Share Units will be forfeited by the Participant. Deferred Share Units A DSU is an Award in the nature of a deferral of payment for services rendered in the year of grant which, upon settlement, entitles the recipient Participant to receive, for each DSU redeemed, a cash payment equal to the Market Value of a Share; alternatively, the Corporation may, at its sole discretion, elect to settle all or any portion of the cash payment obligation by the issuance of Common Shares from treasury. The grant of a DSU by the Board shall be evidenced by a DSU Agreement. DSUs shall only vest, and a Participant is only entitled to redemption of a DSU, when the Participant ceases to be a director of the Corporation for any reason, including termination, retirement or death. Notwithstanding the foregoing, if the date on which any DSU would otherwise vest falls within a Blackout Period or within nine Business Days after a Blackout Period Expiry Date, the vesting of such DSU will be deemed to occur on the date that is ten Business Days after the Blackout Period Expiry Date. DSUs shall be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant’s Termination Date, but in any event not later than, and any payment in respect of the settlement of such DSUs shall be made no later than, December 15 of the first calendar year commencing immediately after the Participant’s Termination Date.

  184. Effect of Termination on Awards

    | (iii) | the Participant’s participation in the Omnibus Incentive Plan shall be terminated immediately, and all Share Units credited to such Participant’s Account that have not vested shall be forfeited and cancelled. |

  185. Effect of Termination on Awards

    | (ii) the Participant’s participation in the Omnibus Incentive Plan shall be terminated immediately, and all Share Units credited to such Participant’s Account that have not vested shall be forfeited and cancelled. |

  186. Effect of Termination on Awards

    | (iii) | all unvested Share Units in the Participant’s Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled (unless the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of such unvested Shares Units). |

  187. Effect of Termination on Awards

    | (iii) | all unvested Share Units in the Participant’s Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled (unless the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of such unvested Shares Units). |

  188. Effect of Termination on Awards

    | (iii) | all unvested Share Units in the Participant’s Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled (unless the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of such unvested Shares Units). |

  189. Effect of Termination on Awards

    | (f) Termination in Connection with a Change of Control: If, within 12 months following a Change of Control (as defined in the Omnibus Incentive Plan), a Participant who was an officer or employee of, or a consultant to, the Corporation prior to the Change of Control has their employment agreement or consulting agreement terminated: |

  190. Change of Control

    Change of Control In the event of a Change of Control (as defined in the Omnibus Incentive Plan) the Board will have the power, in its sole discretion, to modify the terms of the Omnibus Incentive Plan and/or the Awards to assist the Participants to tender into a take-over bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Common Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control).

  191. Amendment

    | • | any amendment which accelerates the date on which any Option may be exercised under the Omnibus Incentive Plan; |

  192. Amendment

    | • | any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the Omnibus Incentive Plan, correct or supplement any provision of the Omnibus Incentive Plan that is inconsistent with any other provision of the Omnibus Incentive Plan, correct any grammatical or typographical errors or amend the definitions in the Omnibus Incentive Plan; |

  193. Amendment

    | • | any amendment regarding the administration of the Omnibus Incentive Plan; |

  194. Amendment

    | • | an increase in the maximum number of Common Shares reserved for issuance under the Omnibus Incentive Plan (other than as a result of certain permitted adjustments arising from a reorganization of the Corporation’s share capital or certain other transactions); |

  195. Amendment

    | • | any amendment to the definition of Eligible Participant under the Omnibus Incentive Plan. |

  196. Board of Directors

    Board of Directors The Corporation currently has eight directors, all of whom, except Mr. Richard Young and Ms. Christina McCarthy, are considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), the applicable standards of the NYSE American and the rules of the SEC. Ms. McCarthy will not be standing for re-election at the Meeting. Accordingly, going forward it is expected that all seven directors, except Mr. Richard Young, will be considered independent of the Corporation for the purposes of NI 58-101, the applicable standards of the NYSE American and the rules of the SEC, as detailed below. The Common Shares are dual-listed in Canada and the United States. The NYSE American, U.S. securities laws, Glass Lewis and ISS all provide different requirements for determining director independence than requirements under Canadian securities laws and the policies of the TSX. While the standards used by the NYSE American, U.S. securities laws, as well as the requirements of Glass Lewis and ISS, are generally consistent with TSX requirements and Canadian securities laws, they each also include several additional requirements that may render a director that is independent under Canadian securities laws to be considered not independent under their respective standards.

  197. Board of Directors

    | Name of Director | Independence within the meaning of NI 58-101 | | Ron Clayton (Chair) | Independent | | Richard Young | Not Independent(1) | | John Seaman | Independent | | John Begeman | Independent | | Arthur Einav | Independent | | Eva Bellissimo | Independent | | Christina McCarthy | Not Independent(2)(3) | | Cassandra Joseph | Independent |

  198. Board of Directors

    Notes:

  199. Board of Directors

    | (1) Mr. Young is not considered to be independent by virtue of the fact that he is the Chief Executive Officer of the Corporation. |

  200. Board of Directors

    | (2) Ms. McCarthy may not be considered independent of the Corporation for the purposes of NI 58-101 as she was the President and Chief Executive Officer of Paycore Minerals Inc. prior to the Paycore Arrangement. At the closing of the Paycore Arrangement on May 5, 2023, Ms. McCarthy ceased to be the President and Chief Executive Officer of Paycore Minerals Inc. and Paycore Minerals Inc. became a wholly-owned subsidiary of the Corporation. Subsequently on May 9, 2023, Ms. McCarthy was elected as a director of the Corporation. While Ms. McCarthy was not an officer of Paycore Minerals Inc. at any time that Paycore Minerals Inc. was a subsidiary of the Corporation, the Corporation acknowledges that Ms. McCarthy may be deemed to be not independent pursuant to Section 1.4(3)(a) of NI 58-101. |

  201. Board of Directors

    | (3) Ms. McCarthy will not be standing for re-election at the Meeting. |

  202. Board of Directors

    The following table sets out, for each director of the Corporation for the year ended December 31, 2024, his or her independence, his or her attendance record for all meetings of the Board and committees of the Board held since the beginning of the most recently completed financial year of the Corporation:

  203. Board of Directors

    | Name | Board | | Audit Committee | | Compensation Committee | | Governance & Nominating Committee | | Technical, Safety & Sustainability Committee | | Overall Attendance | | | Number | % | Number | % | Number | % | Number | % | Number | % | Number (%) | | Ron Clayton | 7/7 | 100 | — | — | — | — | — | — | 3/3 | 100 | 10/10 (100%) | | Ewan Downie | 4/4(1) | 100 | — | — | — | — | — | — | 2/2(1) | 100 | 6/6 (100%) | | Richard Young | 3/3(2) | 100 | — | — | — | — | — | — | — | — | 3/3 (100%) | | John Seaman | 7/7 | 100 | 4/4 | 100 | 3/3 | 100 | — | — | — | — | 14/14 (100%) | | John Begeman | 7/7 | 100 | 4/4 | 100 | 3/3 | 100 | 2/2 | 100 | — | — | 14/14 (100%) | | Greg Smith(3) | 7/7 | 100 | — | — | 2/2(2) | 100 | — | — | 3/3 | 100 | 12/12 (100%) | | Arthur Einav | 7/7 | 100 | 4/4 | 100 | — | — | 2/2 | 100 | — | — | 13/13 (100%) | | Eva Bellissimo | 6/7 | 86 | — | — | — | — | 2/2 | 100 | — | — | 8/9 (89%) | | Christina McCarthy(4) | 6/7 | 86 | — | — | — | — | — | — | 3/3 | 100 | 9/10 (90%) | | Cassandra Joseph(5) | 4/4 | 100 | — | — | 1/1(3) | 100 | — | — | — | — | 5/5 (100%) |

  204. Board of Directors

    Notes:

  205. Board of Directors

    | (1) Mr. Downie was a member of the Board and TSS Committee from January 1, 2024 until his retirement on September 18, 2024. The information relating to his Board and TSS Committee attendance is provided only in respect of the period January 1, 2024 to September 18, 2024. |

  206. Board of Directors

    | (2) Mr. Young was appointed to the Board on September 18, 2024. The information relating to his Board attendance is provided only in respect of the period September 18, 2024 to December 31, 2024. |

  207. Board of Directors

    | (3) Mr. Smith was a member of the Compensation Committee from January 1, 2024 to May 14, 2024. Mr. Smith rotated off the Compensation Committee on May 14, 2024. The information relating to his Compensation Committee attendance is provided only in respect of the period January 1, 2024 to May 14, 2024. Mr. Smith resigned from the Board effective as of December 31, 2024. |

  208. Board of Directors

    | (4) Ms. McCarthy will not be standing for re-election at the Meeting. |

  209. Board of Directors

    | (5) Ms. Joseph was elected as a director of the Corporation at the meeting of Shareholders held on May 14, 2024. She was appointed as a member of the Compensation Committee as of May 14, 2024. The information relating to her Board and committee attendance is provided only in respect of the period May 14, 2024 to December 31, 2024. |

  210. Board of Directors

    For the financial year ended December 31, 2024, the independent directors of the Corporation held seven in camera sessions (subsequent to the Board meetings) without members of management present in order to discuss the business of the Corporation. The Corporation does not have a specific policy requiring Directors to attend annual meetings of shareholders, however it does expect such Directors to make every reasonable effort to do so. All Directors voted their Common Shares in advance of the 2024 Annual Meeting of Shareholders, and over half (5) attended the meeting.

  211. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS No person who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, no person proposed to be nominated for election as a director of the Corporation, nor any associate of any such director, executive officer or proposed nominee, is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries, or indebted to another entity, where such indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, pursuant to a security purchase program of the Corporation or otherwise.