DEF 14A of i-80 Gold Corp., Apr 29, 2026

DEF 14A of i-80 Gold Corp.

Filed Apr 29, 2026 · FY20250001628280-26-028404

Open on EDGAR

  1. 3.Election of Directors

    3.Election of Directors 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.

  2. Director Nominee Overview

    Director Nominee Overview The Corporate Governance and Nominating Committee regularly evaluates the expertise and needs of the Board to determine the Board’s membership and size. As part of this evaluation, the Corporate Governance and Nominating Committee considers skills, education, industry expertise, business experience, geographic, and international experience and other background in the selection of candidates to serve on the Board.

  3. Director Skills and Qualifications

    Director Skills and Qualifications i-80 Gold's directors are expected to have strong oversight capabilities - derived from prior public company experience either as an advisor or board member - with the ability to contribute to the development and execution of the Company’s strategy and to effectively oversee the Company's risk management processes. The Board maintains a matrix that identifies the skills and experiences the Board believes are required in order for it to oversee and effectively support the Corporation's strategic goals, including board service, extractive industry and mining, audit and accounting, finance and capital markets, legal compliance, government affairs, human resources and compensation, health and safety, environmental and social responsibility, permitting, and senior executive leadership. Each of the 2026 Director nominees possess the following relevant skills and qualifications:

  4. Director Skills and Qualifications

    | RATING SCALE | DEFINITION | | 1 = Competent | Peripheral exposure through cross-functional interactions. | | 2 = Stronger Proficiency | Competent experience garnered from working in function or very closely with this function. Strong executive level experience in specific area for some portion of career. | | 3 = Expertise | Expert and executive level experience in specific area for most of career and/or primary educational background and training. |

  5. Director Skills and Qualifications

    | | Begeman | Butler | Clayton | Einav | Gottesfeld(1) | Jalonen | Joseph | Yopps | Young | | COMPETENCY | | | | | | | | | | | Audit / Accounting | 2 | 3 | 2 | 2 | 2 | 3 | 2 | 2 | 3 | | Capital Markets / Finance | 2 | 2 | 2 | 3 | 2 | 3 | 2 | 1 | 3 | | Extractive Industry | 3 | 2 | 3 | 2 | 2 | 2 | 2 | 3 | 3 | | Legal Compliance | 2 | 3 | 2 | 3 | 3 | 1 | 3 | 2 | 2 | | Government / Regulatory Affairs | 3 | 3 | 2 | 3 | 3 | 1 | 3 | 2 | 2 | | Risk Management | 3 | 3 | 3 | 3 | 3 | 2 | 3 | 2 | 3 | | Human Resources / Compensation | 3 | 3 | 3 | 3 | 3 | 2 | 3 | 2 | 3 | | Metallurgy / Geology | 2 | 1 | 2 | 1 | 2 | 3 | 1 | 3 | 2 | | Health & Safety | 3 | 1 | 3 | 1 | 2 | 1 | 2 | 3 | 2 | | Environmental & Social Responsibility | 3 | 3 | 3 | 2 | 3 | 2 | 3 | 3 | 3 | | Senior Executive Leadership | 3 | 3 | 3 | 3 | 2 | 1 | 2 | 1 | 3 | | TENURE AND AGE | | | | | | | | | | | Tenure (Years) | 5 | 0.5 | 5 | 5 | N/A | 0.5 | 2 | 0.5 | 1.5 | | Average Tenure | 2.5 | | | | | | | | | | Age | 72 | 57 | 67 | 50 | 58 | 66 | 54 | 63 | 63 | | Average Age | 61 | | | | | | | | |

  6. Director Skills and Qualifications

    (1) Mr. Gottesfeld is a nominee for director and not an incumbent.

  7. 2026 Director Nominees

    2026 Director Nominees Each of the NINE persons named below is a nominee for election as a director at the Meeting for a term of one year or until his/her successor is elected and qualified. All nominees are currently serving as directors of the Company save for Mr. Gottesfeld who is a new nominee. Mr. Yopps, Mr. Butler and Mr. Jalonen were each appointed to the Board effective February 1, 2026, to strengthen the Board's depth of experience in mining operations, finance, audit and accounting, mineral processing and capital markets. Unless authority is withheld, the proxies will be voted for the election of such nominees. If any such nominees cannot be a candidate for election at the Meeting, then the proxies will be voted for a substitute nominee designated by the Board. 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. The cash retainer is paid in four equal installments, quarterly in arrears and may be taken 100% in cash or 100% by way of DSUs, in accordance with the Corporation’s Omnibus Incentive Plan. "Market Value" of the Securities held by the nominee directors, as used in the following tables, is calculated as at the Record Date (April 27, 2026) using the closing price of our Common Shares on the TSX on that date (C$2.16) and converted into US$ at an exchange ratio of US$1 = C$1.3615. "Market Value" of options is calculated based on the difference between the closing price of our Common Shares on the TSX on the Record Date and the exercise price of the option and converted into US$ at an exchange ratio of US$1 = C$1.3615. 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.

  8. 2026 Director Nominees

    | | | | | | | | John Begeman | | | | | | Director since: April 2021 | Independent | | | | | | Professional Mining Engineer | Age: 72 | South Dakota, USA | | | | | | Voting Results: 2025: 84.7% For | 2024: 82.6% 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. | | | | | | 2025 Meeting Attendance | | Other Directorships with Reporting Entities | | | | Board of Directors | 8/8 | •Pan American Silver Corp. | | | | Compensation Committee (Chair) | 4/4 | •Allied Gold Corporation | | | | Audit Committee | 4/4 | | | | | CG&N Committee | 6/6 | | | | | 2025 Compensation | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | $62,500 | Common Shares | 817,710 | $1,297,285 | | Value of DSU Grants | $105,000 | Options | 354,698 | $50,944 | | | | RSUs/DSUs | 279,932 | $444,108 | | | | Warrants | 25,000 | $39,662 | | | | Meets share ownership requirement | | |

  9. 2026 Director Nominees

    | | | | | | | | Ronald Butler | | | | | | Director since: February 2026 | Independent | | | | | | Certified Public Accountant | Age: 57 | Arizona, USA | | | | | | Voting Results(1): 2025: N/A | 2024: N/A | | | | | Mr. Butler is a Certified Public Accountant with more than 30 years of experience in audit, financial and strategic planning, operational excellence, digital transformation, and corporate governance across industries including mining and metals, energy, technology, and consumer products. Mr. Butler spent 29 years with Ernst & Young LLP (EY) in Arizona, most recently serving as Managing Partner from 2008 until his retirement in 2024. From 2022 to 2024, he also served as EY’s U.S. Mining & Metals Leader, where he led national strategy and drove client and business growth, advising major mining companies such as Freeport-McMoRan and Newmont Corporation. As Managing Partner, Mr. Butler led EY Arizona’s growth initiatives and strategic ventures, including public-sector programs focused on cost reduction, grants management, real estate optimization, and technology enablement. He also served on the Executive Committee for the City of Phoenix’s US$500 million General Obligation Bond Program and was a senior member of EY’s West Region Executive Leadership Team. During his tenure, he oversaw more than 500 professionals and advised a broad range of midsize and multinational public and private companies. Since his retirement in 2024, Mr. Butler has been engaged in board service and other corporate governance activities. Mr. Butler holds a BSc in Accountancy from the University of Arizona. | | | | | | 2025 Meeting Attendance(1) | | Other Directorships with Reporting Entities | | | | Board of Directors | N/A | •Pinnacle West Capital Corporation | | | | 2025 Compensation(1) | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | $— | Common Shares | 50,530 | $80,165 | | Value of DSU Grants | $— | Options | — | $— | | | | DSUs | 21,766 | $34,531 | | | | Warrants | — | $— | | | | Has until February 1, 2031 to meet share ownership requirement | | |

  10. 2026 Director Nominees

    (1)Mr. Butler was appointed as a director of the Corporation on February 1, 2026.

  11. 2026 Director Nominees

    | | | | | | | | Ron Clayton, Non-Executive Chairman | | | | | | Director since: April 2021 | Independent | | | | | | Mining Executive | Age: 67 | Nevada, USA | | | | | | Voting Results: 2025: 94.6% For | 2024: 94.2% 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 Chief Operating Officer 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. | | | | | | 2025 Meeting Attendance | | Other Directorships with Reporting Entities | | | | Board of Directors | 8/8 | •None | | | | TSS Committee (Chair) | 5/5 | | | | | 2025 Compensation | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | $105,000 | Common Shares | 480,000 | $761,513 | | Value of DSU Grants | $130,000 | Options | 345,635 | $— | | | | DSUs | 376,135 | $596,733 | | | | Warrants | 140,000 | $222,108 | | | | Meets share ownership requirement | | |

  12. 2026 Director Nominees

    | | | | | | | | Arthur Einav | | | | | | Director since: April 2021 | Independent | | | | | | Lawyer | Age: 50 | Ontario, Canada | | | | | | Voting Results: 2025: 84.0% For | 2024: 96.9% For | | | | | Mr. Einav is Co-Chief Operating Officer and General Counsel 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, and holds the ICD.D designation from the Institute of Corporate Directors. | | | | | | 2025 Meeting Attendance | | Other Directorships with Reporting Entities | | | | Board of Directors | 6/8 | •None | | | | Audit Committee | 4/4 | | | | | CG&N Committee | 5/6 | | | | | 2025 Compensation | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer(1) | $55,000 | Common Shares | — | $— | | Value of DSU Grants | $105,000 | Options | 133,698 | $— | | | | DSUs | 506,488 | $803,536 | | | | Warrants | — | $— | | | | Meets share ownership requirement | | |

  13. 2026 Director Nominees

    (1)For the year 2025, Mr. Einav received his director fees in the form of DSUs in lieu of cash.

  14. 2026 Director Nominees

    | | | | | | | | Stephen Gottesfeld | | | | | | Director since: Nominee | Independent | | | | | | Mining Executive | Age: 58 | Colorado, USA | | | | | | Voting Results(1): 2025: N/A | 2024: N/A | | | | | Stephen Gottesfeld is an accomplished legal and sustainability executive with nearly 30 years of experience in the mining industry. He spent more than 25 years with Newmont Corporation, retiring in 2022, and now provides advisory services on business strategy, sustainability, governance, and legal and government affairs. Mr. Gottesfeld is a strategic advisor to Resolve, an independent NGO that delivers sustainable solutions to social, health, and environmental challenges, and to its affiliate, Regeneration, which focuses on re‑mining, reprocessing, and mine‑site restoration. Mr. Gottesfeld has extensive experience in legal, environmental, sustainability, and governance matters across global exploration, project development, mining operations, and closure. During his tenure at Newmont, he served on the Executive Leadership Team for almost a decade, including as Executive Vice President, Chief Sustainability and External Affairs Officer, and as Executive Vice President, General Counsel and Corporate Secretary. In these and prior officer roles, he oversaw a wide range of global functions, including business integrity and compliance, communications, legal and land, security, and sustainability (environmental, government relations and regulatory affairs, and social responsibility). Mr. Gottesfeld’s prior Board experience includes the Board of Directors and Audit Committee of Continental Gold, the Board of Directors of the Colorado Mining and National Mining Associations, and the Board of Trustees of the Colorado Legal Aid Foundation. Before joining Newmont, Mr. Gottesfeld was an attorney at Holland & Hart, LLP. Mr. Gottesfeld holds a Juris Doctor from the University of Denver, College of Law, a Master’s in International Affairs from the University of Denver, Graduate School of International Studies (Korbel School), and a Bachelor of Arts in Economics from The Colorado College. | | | | | | 2025 Meeting Attendance(1) | | Other Directorships with Reporting Entities | | | | Board of Directors | N/A | •None | | | | 2025 Compensation(1) | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | $— | Common Shares | — | $— | | Value of DSU Grants | $— | Options | — | $— | | | | DSUs | — | $— | | | | Warrants | — | $— | | | | Has until June 23, 2031 to meet share ownership requirement | | |

  15. 2026 Director Nominees

    (1)Mr. Gottesfeld is standing for election at the forthcoming Annual General Meeting.

  16. 2026 Director Nominees

    | | | | | | | | Michael Jalonen | | | | | | Director since February 2026 | Independent | | | | | | Chartered Financial Analyst | Age: 66 | Ontario, Canada | | | | | | Voting Results(1): 2025: N/A | 2024: N/A | | | | | Mr. Jalonen is a Chartered Financial Analyst with nearly 40 years of mining and capital markets experience, including over 30 years as a highly respected mining analyst at Bank of America Securities (BofA). He served as Managing Director and North American Senior Precious Metals Research Analyst until his retirement in 2022 and was consistently ranked among the leading mining analysts in North America. In this role, Mr. Jalonen led coverage and investment recommendations for 30 senior and intermediate precious metals producers, as well as royalty and streaming companies. He developed detailed operating and financial models, performed valuation analyses, and authored numerous thematic industry reports. Prior to that, Mr. Jalonen served as Global Coordinator for BofA’s Metals, Mining & Steel research team, overseeing a global group of analysts, publishing thematic research on precious and base metals, and organizing the firm’s flagship global mining conference. He began his career as a geologist. Since his retirement in 2022, Mr. Jalonen has remained active in the mining industry through board service and other corporate governance activities. Mr. Jalonen holds an MBA in Finance from the DeGroote School of Business and a BSc (Hons) in Geology from the University of Windsor. | | | | | | 2025 Meeting Attendance(1) | | Other Directorships with Reporting Entities | | | | Board of Directors | N/A | •Honey Badger Silver | | | | 2025 Compensation(1) | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | $— | Common Shares | — | $— | | Value of DSU Grants | $— | Options | — | $— | | | | DSUs | 27,983 | $44,395 | | | | Warrants | — | $— | | | | Has until February 1, 2031 to meet share ownership requirement | | |

  17. 2026 Director Nominees

    (1)Mr. Jalonen was appointed as a director of the Corporation on February 1, 2026.

  18. 2026 Director Nominees

    | | | | | | | | Cassandra Joseph | | | | | | Director since May 2024 | Independent | | | | | | Mining Executive | Age: 54 | Nevada, USA | | | | | | Voting Results: 2025: 92.2% For | 2024: 97.4% For | | | | | 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, a director of Century Lithium Corp. until June 2023 and a director of Gold Standard Ventures Corp. until July 2022 when it was acquired by Orla Mining Ltd. | | | | | | 2025 Meeting Attendance | | Other Directorships with Reporting Entities | | | | Board of Directors | 8/8 | •None | | | | Compensation Committee | 4/4 | | | | | CG&N Committee(2) | 2/2 | | | | | TSS Committee | 4/5 | | | | | 2025 Compensation | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer(1) | $56,250 | Common Shares | — | $— | | Value of DSU Grants | $75,000 | Options | — | $— | | | | DSUs | 337,409 | $535,294 | | | | Warrants | — | $— | | | | Meets share ownership requirement | | |

  19. 2026 Director Nominees

    (1)For the year 2025, Ms. Joseph received her director fees in the form of DSUs in lieu of cash. (2)Ms. Joseph was appointed to the CG&N Committee and appointed as Chairperson of the committee in Q4 2025.

  20. 2026 Director Nominees

    | | | | | | | | Steven Yopps | | | | | | Director since February 2026 | Independent | | | | | | Metallurgical Engineer | Age: 63 | Nevada, USA | | | | | | Voting Results(1): 2025: N/A | 2024: N/A | | | | | Mr. Yopps is a metallurgical engineer and accomplished mining executive with more than 35 years of operational, technical, project development, and regulatory experience across Nevada’s premier gold districts. His career spans senior roles at AngloGold Ashanti, Nevada Gold Mines, and Barrick Mining, where he led large-scale autoclave, roaster, and refractory processing operations, advanced complex feasibility studies, and executed district-level growth strategies that transformed regional mining portfolios. Most recently, Mr. Yopps served as a Vice President for Nevada Projects for AngloGold Ashanti from 2021 through to his retirement in 2025. In this role, he led technical and exploration teams who were responsible for growing the Nevada resource base, advancing the feasibility study and NEPA permitting for the North Bullfrog project, and supporting the integration of acquisitions within the Beatty district to establish a top-tier mining district in southern Nevada. Previously, Mr. Yopps was Manager of Growth Projects for Nevada Gold Mines (“NGM”), where he led the long-term processing and refractory ore transportation strategy following the Newmont–Barrick joint venture, multiple pre-feasibility studies at Cortez, and refractory ore research and development programs. He has authored peer-reviewed research on Carlin-type refractory gold processing and pressure oxidation technologies. Prior to his role at NGM, he spent more than 25 years in senior technical and operational roles, including serving as General Manager of the Ruby Hill Mine (currently i-80 Gold’s wholly owned Ruby Hill property) and managing Goldstrike’s autoclave, roaster, and mill facilities for more than a decade, delivering best-in-class safety and operational performance. Mr. Yopps holds a BSc and MSc in Metallurgical Engineering from the Colorado School of Mines and is a Qualified Person recognized by the Mining & Metallurgical Society of America. | | | | | | 2025 Meeting Attendance(1) | | Other Directorships with Reporting Entities | | | | Board of Directors | N/A | •None | | | | 2025 Compensation(1) | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | $— | Common Shares | — | $— | | Value of DSU Grants | $— | Options | — | $— | | | | DSUs | 27,983 | $44,395 | | | | Warrants | — | $— | | | | Has until February 1, 2031 to meet share ownership requirement | | |

  21. 2026 Director Nominees

    (1)Mr. Yopps was appointed as a director of the Corporation on February 1, 2026.

  22. 2026 Director Nominees

    | | | | | | | | Richard Young, President and Chief Executive Officer | | | | | | Director since September 2024 | Non-Independent | | | | | | Mining Executive | Age: 63 | Ontario, Canada | | | | | | Voting Results: 2025: 96.7% For | 2024: 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 Chartered Professional Accountant. | | | | | | 2025 Meeting Attendance(1) | | Other Directorships with Reporting Entities | | | | Board of Directors | 8/8 | •None | | | | 2025 Compensation(2) | | Securities Held as at April 27, 2026 | | Market Value | | Total cash retainer | N/A | Common Shares | 5,337,000 | $8,467,073 | | Value of DSU Grants | N/A | Options | — | $— | | | | RSUs | 2,559,277 | $4,060,256 | | | | PSUs(3) | 1,157,408 | $1,836,211 | | | | Warrants | 647,500 | $1,027,249 | | | | Meets share ownership requirement | | |

  23. 2026 Director Nominees

    (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. (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. (3)For the purposes of assessing the Executive Ownership Requirement PSUs are not included. 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 6,685,240 Common Shares, representing approximately 0.78% 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: (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 (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. 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: (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 (b)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 security holder in deciding whether to vote for a proposed director. 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.

  24. 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 Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information 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, 2025, 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 behaviors; 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 2025. What i-80 Gold does: •Pay for performance, aligning the interests of executives and shareholders •Regularly reviews compensation levels and design vs. industry peers, with support from an independent compensation advisor •Positions target compensation around the median of industry peers •Balances focus on short-term and longer-term incentive plans •Sets performance goals that are mindful of all stakeholders •Stress-tests incentive compensation programs and payout scenarios •Caps short-term incentive payouts •Uses informed judgment in the evaluation of corporate and individual performance and executive pay decisions •Requires senior executives and Board members to maintain a minimum level of share ownership •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 •Periodically conducts a review of potential risks that may arise from the executive compensation program •Provides employment agreements to senior executives with contract terms and severance provisions aligned with market typical practices What i-80 Gold does NOT do: •Does not guarantee pay •Does not make pay decisions solely based on formulaic performance results •Does not re-price outstanding equity without shareholder approval •Does not provide employee loans or provide tax gross ups •Does not permit insider trading or hedging of equity-based compensation (as part of the Anti-Hedging Policy) Independent Compensation Consultant Since 2022, the Compensation Committee has 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. Southlea Group has assisted with developing the compensation peer group, benchmarking the competitiveness of compensation levels for the Corporation's senior executives and the Board, 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 2023, 2024 and 2025. The following table details the aggregate fees incurred on behalf of the Compensation Committee in consideration of the services provided by Southlea Group in 2023, 2024 and 2025:

  25. 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, and DSUs, whether vested or not vested, are included. PSUs and 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 27, 2026, and whether they have met Executive Ownership Requirements as at that date.

  26. Compensation Governance

    | Executive Share Ownership As of April 27, 2026 | | | | | | | | Name | Ownership Threshold Requirement ($) | Number of Common Shares | Number of RSUs | Actual Share Ownership ($)(1)(2) | Threshold Met | Date to reach Ownership | | Richard Young | $1,650,000 | 5,337,000 | 2,559,277 | $12,527,329 | Yes | 2029-09-18 | | Ryan Snow | $712,000 | 291,181 | 1,286,319 | $2,543,710 | Yes | 2026-04-08 | | Paul Chawrun | $864,000 | 140,000 | 1,580,000 | $2,728,755 | Yes | 2030-04-30 | | David Savarie | $660,000 | 300,950 | 1,193,334 | $2,370,660 | Yes | 2029-11-12 | | Leily Omoumi | $487,500 | 64,560 | 487,061 | $875,139 | Yes | 2030-08-12 |

  27. Compensation Governance

    Notes: (1)Executives’ Common Share ownership was determined to be equal to the greater of the actual purchase price and the closing share price of the Common Shares on the TSX on the Record Date (C$2.16) and converted into US$ at an exchange ratio of US$1 = C$1.3615. (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$2.16) and converted into US$ at an exchange ratio of US$1 = C$1.3615. For details on the share ownership policy in respect of directors of the Corporation, please see “Statement of Executive Compensation – Director Compensation – Director Share Ownership Policy”.

  28. 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 2025 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.

  29. Peer Group

    | 2025 Compensation 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. | |

  30. Peer Group

    In Q4 2025, the Compensation Committee reviewed and revised the Corporation’s compensation peer group as part of its annual work plan, with the assistance of the Corporation’s independent compensation consultant. The updated peer group is intended to better reflect the Corporation’s evolution into a developer‑stage company, remove peers that had been acquired or were no longer appropriate comparators, and ensure continued alignment with relevant industry participants of comparable scale, complexity and stage of development. The following table outlines the revised peer group used to determine executive salary benchmarks, salary adjustments and targets for short-term and long‑term incentive compensation for 2026.

  31. Peer Group

    | 2026 Compensation Peer Group | | | | Aris Mining Corporation | GoGold Resources Inc. | Centerra Gold Inc. | | Avino Silver & Gold Mines Ltd. | Wesdome Gold Mines Ltd. | Skeena Resources Limited | | Orla Mining Ltd. | Discovery Silver Corp. | Aura Minerals Inc. | | Endeavour Silver Corp. | Fortuna Mining Corp. | |

  32. Elements of Compensation Program

    Elements of Compensation Program Executive officers of the Corporation receive both fixed compensation and performance-based variable incentive compensation. Total compensation of executive officers of the Corporation is comprised of: •base salary; •short-term incentives in the form of an annual cash bonus; •long-term incentives in the form of awards under the Corporation’s Omnibus Incentive Plan; and •perquisites and other personal benefits. The allocation of total compensation to these different elements is based on a formula as determined by the Compensation Committee having considered market practices and realities as well as a discretionary assessment of an executive officer’s past contribution and ability to contribute to future short and long-term business results. The Compensation Committee annually reviews the total compensation package of each of the executive officers of the Corporation on an individual basis against the backdrop of the compensation goals and objectives described above and makes recommendations to the Board concerning the individual components of their compensation. Base Salary The Corporation provides executive officers with base salaries that represent a fixed element of compensation and their minimum compensation for services rendered, or expected to be rendered. The base salary of executive officers depends on a number of factors, including: the scope of his or her experience, responsibilities, leadership skills, performance, and length of service; general industry trends and practices; current competitive market conditions; and the Corporation’s existing financial resources. Base salaries are determined annually based on the Compensation Committee’s recommendations to the Board. In making its recommendations, the Compensation Committee annually reviews the base salaries of the executive officers of the Corporation against the base salaries of executive officers in comparable positions of public companies in the mining industry (see “Statement of Executive Compensation – Compensation Discussion and Analysis – Peer Group” above). The Compensation Committee also reviews third party compensation reports in making its recommendations. 2025 Short Term Incentive - Annual Cash Bonus 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. President & Chief Executive Officer For the President & Chief Executive Officer, annual short-term incentive compensation is based 100% on the Corporate Objectives Score, reflecting the CEO’s primary responsibility for overall Company performance. The Corporate Objectives Score, as determined by the Board, is used to calculate the CEO’s annual short-term incentive payout. Other Named Executive Officers For the other Named Executive Officers described herein, annual short-term incentive compensation is based on a combination of corporate and individual performance objectives. Corporate objectives are weighted at 85%, and individual objectives are weighted at 15%. The weighted average overall performance score is used to determine each executive’s annual short-term incentive payout. For the year 2025, the Corporation focused on corporate level Operations, Liquidity, Development and Health, Safety, Environment and People. Corporate performance for the year resulted in over performance, or higher than target results for the metrics in each area measured resulting in an overall corporate score of 120%. Individual objectives are defined at the start of each year, specific to each role. For the financial year ended December 31, 2025, 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) achievement of various operating objectives and production goals; (iv) ensuring systems are in place to meet operational and financial requirements; and (v) advancing the recapitalization to ensure the Company was positioned to execute on its development plans. Following year end, 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: a.The year end score for each corporate objective category b.The weight of each objective category within the corporate scorecard (adds up to 100%) c.The score for each corporate objective category – (a) x (b)

  33. Elements of Compensation Program

    For the financial year ended December 31, 2025, 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 2025 - and paid in the first quarter of 2026 - are shown below.

  34. Elements of Compensation Program

    | Short-term Incentive 2025 | | | | | | | Name | Target STI | Corporate Score | Individual Score | Weighted Overall Score | Actual STI | | | % of Salary | % of Target | % of Target | % of Salary | $ | | Richard Young(2) | 120% | 120% | N/A | 144.0% | $739,800 | | Ryan Snow | 80% | 120% | 100% | 93.6% | $322,183 | | Paul Chawrun(1) | 80% | 120% | 100% | 93.6% | $280,800 | | David Savarie | 80% | 120% | 100% | 93.6% | $298,139 | | Leily Omoumi | 50% | 120% | 100% | 58.5% | $184,275 |

  35. Elements of Compensation Program

    Notes: (1)The STI amount for Mr. Chawrun was pro-rated to the first day of the quarter in 2025 in which his employment began with the Corporation. (2)100% of Mr. Young's STI is derived from performance against Corporate Objectives. 2025 Long Term Incentive - 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 2025 were delivered in the form of RSUs and PSUs on a 50% and 50% 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:

  36. Elements of Compensation Program

    | 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 PSUs 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. |

  37. Elements of Compensation Program

    (1)Ms. Omoumi’s RSU awards will vest on a one‑third, annual basis, with vesting occurring on March 1 of each year. The table below summarizes the grant value of long-term incentives and the number of RSUs and PSUs granted during 2025.

  38. Elements of Compensation Program

    | Long-term Incentive 2025 | | | | | | | Name and Position | Target LTI (% of Base Salary) | Restricted Share Units (50% of LTI Mix) | | Performance Share Units (50% of LTI Mix) | | | | | $ | # of Units | $ | # of Units | | Richard Young | 150% | $375,000 | 750,000 | $375,000 | 750,000 | | Ryan Snow | 100% | $167,500 | 335,000 | $167,500 | 335,000 | | Paul Chawrun | 150% | $650,000 | 1,300,000 | $300,000 | 600,000 | | David Savarie | 100% | $155,000 | 310,000 | $155,000 | 310,000 | | Leily Omoumi | 80% | $94,000 | 175,034 | $94,000 | 175,034 |

  39. Performance Graph

    As illustrated by the graph the Corporation’s share price underperformed the comparative indices over the 5-year period shown above. However, the Corporation outperformed each of the indices from April 2021 through December 31, 2022, with subsequent underperformance through 2023 and 2024 as it worked through operational challenges at its initial development project as well as financing activities for each of its prospective projects. The Corporation's share price performance recovered in 2025 with achievements on its new development plan, including commitments made on the refurbishment of its Lone Tree processing complex and material progress made on its recapitalization plan. On a percentage basis i-80 shares outperformed all three comparative indexes over the 2025 calendar year. While share price is an important factor, the share price valuation of gold producers, as well as exploration and development companies, fluctuates with changes in the underlying commodity prices. Notwithstanding this fact, the compensation of the Named Executive Officers of the Corporation for the financial year ended December 31, 2025 included an allocation of 50% of long-term incentives in the form of PSUs which cliff vest based on the Corporation's total shareholder return ("TSR") performance over the period relative to GDXJ Junior Gold Miners over that same period. 2025 Named Executive Officer compensation was determined at arm’s length and was at the discretion of the Board based on the recommendations of the Compensation Committee in accordance with the factors described above under the heading “Compensation Discussion and Analysis”. Alignment with shareholders is achieved by awarding a significant portion of compensation in the form of equity-based incentives, half of which are tied to a TSR performance metric.

  40. 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.

  41. Summary Compensation Table

    | Executive Summary Compensation Table 2025 | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Share- Based Awards (1)(2) ($) | Option- Based Awards (3) ($) | Non-Equity Incentive Plan Compensation | | Pension Value ($) | All Other Compensation(5) ($) | Total Compensation ($) | | | | | | | Annual Incentive Plans (4) ($) | Long-Term Incentive Plans ($) | | | | | Richard Young(6) President, Chief Executive Officer and Director | 2025 | 513,750 | 795,264 | — | 739,800 | — | 8,189 | 7,709 | 2,064,712 | | | 2024 | 141,438 | 1,612,413 | — | 141,127 | — | — | — | 1,894,978 | | | 2023 | — | — | — | — | — | — | — | — | | Ryan Snow EVP, Chief Financial Officer | 2025 | 344,212 | 355,218 | — | 322,183 | — | 12,921 | 39,090 | 1,073,624 | | | 2024 | 294,576 | 587,877 | 69,602 | 192,417 | | 11,698 | 36,498 | 1,192,668 | | | 2023 | 278,409 | 157,485 | 161,646 | 249,594 | — | 12,025 | 34,882 | 894,041 | | Paul Chawrun(7) EVP, Chief Operating Officer | 2025 | 266,667 | 1,017,983 | — | 280,800 | — | — | 523 | 1,565,973 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | David Savarie(8) EVP, General Counsel | 2025 | 318,525 | 328,709 | — | 298,139 | — | 9,244 | 5,515 | 960,132 | | | 2024 | 25,833 | 385,523 | — | 47,667 | — | — | 31,683 | 490,706 | | | 2023 | — | — | — | — | — | — | — | — | | Leily Omoumi(9) SVP, Corporate Development and Strategy | 2025 | 272,103 | 198,533 | — | 184,275 | — | 9,244 | 5,515 | 669,670 | | | 2024 | 68,349 | 137,687 | — | 29,683 | — | — | — | 235,719 | | | 2023 | — | — | — | — | — | — | — | — |

  42. Summary Compensation Table

    Notes: (1)The amounts have been converted to U.S. dollars (US$) in the table above at a currency exchange rate of US$1 = C$1.3978 based on the average Canadian dollar / U.S. dollar exchange rate in 2025, US$1 = C$1.3698 based on the average Canadian dollar / U.S. dollar exchange rate in 2024 and US$1 = C$1.3497 based on the average Canadian dollar / U.S. dollar exchange rate in 2023. (2)The amounts reported reflect the aggregate grant date fair value of PSUs and RSUs granted during the fiscal year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The grant date fair value of RSUs is calculated based on the closing market price of the Company's Common Shares on the date of grant. The grant date fair value of PSUs is estimated using a Monte Carlo simulation model, which incorporates assumptions regarding the expected volatility of the Company's share price, the risk-free interest rate, and the correlation of the Company's total shareholder return relative to the applicable performance peer group over the performance period. Mr. Chawrun's 2025 grant includes an initial grant on appointment. 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. (3)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%. (4)The Annual Incentive Plan refers to the annual cash bonus awarded by the Corporation. See “Statement of Executive Compensation – Compensation Discussion and Analysis – Elements of Compensation Program – Cash Bonus”. (5)All Other Compensation includes benefits such as health benefits and insurance premiums. (6)Mr. Young was appointed Chief Executive Officer on September 18, 2024. The summary compensation information for 2024 is for the period from September 18, 2024 to December 31, 2024. (7)Mr. Chawrun was appointed Chief Operating Officer on April 30, 2025. The summary compensation information for 2025 is for the period from April 30, 2025 to December 31, 2025. (8)Mr. Savarie was appointed as SVP General Counsel on November 12, 2024. The summary compensation information for 2024 is for the period from November 12, 2024 to December 31, 2024. Included in All Other Compensation is consulting fees paid to Mr. Savarie for services performed for the Corporation during the third quarter of 2024. (9)Ms. Omoumi was appointed VP Corporate development on November 12, 2024 and appointed SVP Corporate Development and Strategy on August 12, 2025. The summary compensation information for 2024 is for the period from November 12, 2024 to December 31, 2024. Included in All Other Compensation is consulting fees paid to Ms. Omoumi for services performed for the Corporation during the third quarter of 2024.

  43. Incentive Plan Awards

    Incentive Plan Awards

  44. 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, 2025 for each Named Executive Officer.

  45. Outstanding Equity Awards at Fiscal Year-End

    | Executive Equity Awards As of December 31, 2025 | | | | | | | | | | | Name | Option-Based Awards | | | | | Share-Based Awards | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price (C$) | Option Expiry Date | Value of Unexercised in-the-Money Options(1) ($) | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(4) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Richard Young | — | — | — | — | — | 2,151,869 | 3,109,726 | 750,000 | 1,083,846 | | Ryan Snow | 250,000 | — | 2.66 | 4/26/2026 | — | 1,088,541 | 1,573,081 | 335,000 | 484,118 | | | 75,000 | — | 3.35 | 11/12/2026 | — | — | — | — | | | | 222,074 | — | 2.62 | 2/4/2027 | — | — | — | — | | | | 154,365 | — | 3.21 | 2/22/2028 | — | — | — | — | | | | 92,803 | 46,402 | 1.75 | 2/22/2029 | 26,889 | — | — | — | | | Paul Chawrun | — | — | — | — | — | 1,300,000 | 1,878,666 | 600,000 | 867,077 | | David Savarie | — | — | — | — | — | 1,010,000 | 1,459,579 | 310,000 | 447,990 | | Leily Omoumi | — | — | — | — | — | 425,034 | 614,229 | 175,034 | 252,947 |

  46. Outstanding Equity Awards at Fiscal Year-End

    Notes: (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, 2025 (C$2.02) and the exercise price of the option, and converted into US$ at an exchange ratio of US$1 = C$1.3978. (2)Represents time-vested RSUs, which will vest and be paid out in Common Shares of the Corporation. (3)Calculated by multiplying the number of RSUs and PSUs by the market value per Common Share as at December 31, 2025 (C$2.02) and converted into US$ at an exchange ratio of US$1 = C$1.3978. (4)The number of units reported represent 100% payout with respect to PSUs, which will vest following the end a three-year performance period and be paid out in Common Shares of the Corporation.

  47. 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, 2025.

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

    | Incentive Plan Awards – Value Vested or Earned During Fiscal Year 2025 | | | | | Name | Option-Based Awards – Value Vested During the Year(3) ($) | Share-Based Awards –Value Vested During the Year(1)(2) ($) | Non-Equity Incentive Plan Compensation – Value Earned During the Year ($) | | Richard Young | — | — | — | | Ryan Snow | 75,911 | 59,951 | — | | Paul Chawrun | — | — | — | | David Savarie | — | — | — | | Leily Omoumi | — | — | — |

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

    Notes: (1)As a result of the Corporation's transition in 2025 from a one-third annual vesting schedule for RSUs to a three-year cliff vesting structure, intended to further align NEO compensation with long-term performance, no awards vested during the fiscal year for certain executives whose grants are subject to these vesting terms. Ms. Omoumi’s RSU awards vest on a one‑third, annual basis, with vesting occurring on March 1 of each year, with the first vesting date being March 1, 2026. (2)The Corporation commenced its PSU program in 2025. PSUs granted under this program cliff vest at the end of a three-year performance period. (3)Since 2025, the Board has chosen to not grant stock options as part of its long‑term incentive program; however, stock options remain available for grant under the Company’s Incentive Plan and the Company retains the discretion to reintroduce option grants at any time.

  50. 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 the 90 day period immediately following a material diminution in compensation or duties that occurs within the 12 month period following a Change of Control.

  51. 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, 2025.

  52. Termination and Change of Control Benefits

    | 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 ($)(1)(2)(3) | Termination by the Corporation without cause after a “change of control” of the Corporation ($)(1)(2)(3) | | Richard Young | 1,138,116 | 2,276,233 | | Ryan Snow | 671,354 | 1,342,709 | | Paul Chawrun | 727,866 | 1,455,733 | | David Savarie | 581,211 | 1,162,423 | | Leily Omoumi | 480,366 | 960,733 | | Total | 3,598,913 | 7,197,831 |

  53. Termination and Change of Control Benefits

    Notes: (1)Amounts shown are calculated using the base salary as of December 31, 2025. (2)Amounts shown include short-term incentive amounts payable at target pursuant to employment agreements as well as costs for continued participation in group health, life and disability benefit plans, or a cash equivalent. (3)Amounts shown do not include value of accelerated equity awards.

  54. Director Compensation

    Director Compensation In 2025, following a review of overall director compensation and with the assistance of Southlea Group, the Company’s external compensation consultants, the Board increased the Board Chair retainer to US$100,000, effective January 1, 2025, while all other director compensation remained unchanged. The compensation framework for the Board for the year ended December 31, 2025, is summarized below:

  55. Director Compensation

    | Director Compensation | | | | Criteria | Fees Paid for the Year Ended December 31, 2025 ($) | Fees Paid for the Year Ended December 31, 2024 ($) | | Non-Executive Chairman of the Corporation | 100,000 | 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 |

  56. 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, 2025.

  57. Director Compensation

    | Total Compensation paid to Directors 2025 | | | | | | | | | Name | Fees Earned or Paid in Cash ($) | Share- Based Awards ($) | Option- Based Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total Compensation ($) | | John Begeman | 62,500 | 105,000 | — | — | — | — | 167,500 | | Eva Bellissimo | 50,000 | 58,125 | — | — | — | — | 108,125 | | Ron Clayton | 105,000 | 130,000 | — | — | — | — | 235,000 | | Arthur Einav | 55,000 | 105,000 | — | — | — | — | 160,000 | | Cassandra Joseph | 56,250 | 75,000 | — | — | — | — | 131,250 | | Christina McCarthy | 24,437 | 34,521 | — | — | — | — | 58,958 | | John Seaman | 65,000 | 75,000 | — | — | — | — | 140,000 |

  58. Director Compensation

    Notes: (1)The table does not include information with respect to Mr. Young. Information with respect to the compensation paid to Mr. Young for the financial year ended December 31, 2025 is set out under the heading “Statement of Executive Compensation – Summary Compensation Table” above. (2)For the year 2025, Ms. Bellissimo, Mr. Einav and Ms. Joseph received their director fees in the form of DSUs in lieu of cash. (3)Ms. Bellissimo resigned from the Board effective as of October 31, 2025. She was granted a pro-rated share-based award in the amount of $28,125. (4)Ms. Joseph was appointed to the CG&N Committee as Committee Chair in Q4 2025. (5)Ms. McCarthy resigned from the Board effective as of June 17, 2025. She was granted a pro-rated share-based award in the amount of $34,521. (6)In the first quarter of 2025, Mr. Begeman, Ms. Bellissimo, Mr. Clayton and Mr. Einav each received an additional $30,000 DSU grant in recognition of additional time and service related to the CEO search conducted in 2024. (7)Mr. Seaman will not be standing for re-election at the Meeting.

  59. 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, 2025.

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

    | Incentive Plan Awards – Value Vested or Earned During Fiscal Year 2025 | | | | | 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 ($) | | John Begeman | 12,209 | 147,071 | — | | Eva Bellissimo | 12,209 | 260,471 | — | | Ron Clayton | 16,278 | 179,782 | — | | Arthur Einav | 12,209 | 205,360 | — | | Cassandra Joseph | — | 149,478 | — | | Christina McCarthy | — | 143,235 | — | | John Seaman | 12,209 | 108,518 | — |

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

    Notes: (1)Ms. Bellissimo resigned from the Board effective October 31, 2025. (2)Ms. McCarthy resigned from the Board effective June 17, 2025. (3)Mr. Seaman will not be standing for re-election at the Meeting.

  62. 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 $32.5 million in each policy year. The deductible amount on the policy is $5.0 million and the total premium for the period of April 8, 2025 to April 7, 2026 is $1.2 million. In April of 2026 the Company renewed the directors and officers liability insurance and increased coverage in aggregate to $45.0 million. The deductible remains at $5.0 million and the total premium for the period from April 8, 2026 to April 7, 2027 is $1.0 million.

  63. 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, 2025, information concerning securities authorized for issuance under equity compensation plans of the Corporation.

  64. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Securities Authorized for Issuance under Equity Compensation Plan As at December 31, 2025 | | | | | | 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 | 27,843,652 | C$ | 2.61 | 54,879,367 | | Equity Compensation Plans Not Approved by Securityholders | Nil | Nil | | Nil | | Total | 27,843,652 | C$ | 2.61 | 54,879,367 |

  65. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    Notes: (1)As of December 31, 2025, Common Shares issuable under the Omnibus Incentive Plan includes the following: (i) 8,412,625 Common Shares issuable upon exercise of outstanding Options, which includes (i) the outstanding Options issued pursuant to the "Paycore Arrangement”; (ii) 14,002,393 Common Shares issuable upon vesting of outstanding RSUs; (iii) 3,805,342 Common Shares issuable upon vesting of outstanding PSUs; and (iv) 1,623,292 Common Shares issuable upon vesting of outstanding DSUs. (2)Reflects the weighted-average exercise price of outstanding Options only. (3)Aggregate number of Awards remaining available for future issuances under the Omnibus Incentive Plan as of December 31, 2025, calculated based on 827,230,192 Common Shares issued and outstanding as of December 31, 2025.

  66. 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 May 2024, the Omnibus Incentive Plan was re-approved by Shareholders for a 3-year period.

  67. 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 better 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), Performance Share Units (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 outstanding Options issued pursuant to the "Paycore Arrangement”, 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. |

  68. Description of Awards

    Description of Awards Options An Option (which includes a "Paycore Arrangement" 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 "Paycore Arrangement" Option shall be the exercise price determined in accordance with the Arrangement for such "Paycore Arrangement" 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.

  69. 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).

  70. Board of Directors

    Board of Directors The Corporation currently has NINE directors, all of whom, except Mr. Richard Young, 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. Mr. Seaman will not be standing for re-election at the Meeting and Mr. Gottesfeld is a nominee. Accordingly, going forward it is expected that all 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.

  71. Board of Directors

    | Director Independence | | | Name of Director | Independence Under Canadian and US Securities Laws | | John Begeman | Independent | | Ronald Butler | Independent | | Ron Clayton (Chair) | Independent | | Arthur Einav | Independent | | Stephen Gottesfeld(1) | Independent | | Michael Jalonen | Independent | | Cassandra Joseph | Independent | | John Seaman(2) | Independent | | Steven Yopps | Independent | | Richard Young | Not Independent(3) |

  72. Board of Directors

    Notes: (1)Mr. Gottesfeld has been nominated for election to the Board of Directors to be considered by shareholders at the upcoming annual general meeting. (3)Mr. Young is not considered to be independent by virtue of the fact that he is the President & Chief Executive Officer of the Corporation. The following table sets out, for each director of the Corporation for the year ended December 31, 2025, 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:

  73. Board of Directors

    | Director Meeting Attendance for the year ended December 31, 2025 | | | | | | | | | | | | | | | | Committee Meetings | | | | | | | | | | Name | Board | | Audit | | Compensation | | Governance & Nominating | | Technical, Safety & Sustainability | | Overall Attendance | | | Number | % | Number | % | Number | % | Number | % | Number | % | Number (%) | | Ron Clayton | | | | | | | | | | | 13/13 | | | 8/8 | 100 | — | — | — | — | — | — | 5/5 | 100 | 100% | | John Begeman | | | | | | | | | | | 22/22 | | | 8/8 | 100 | 4/4 | 100 | 4/4 | 100 | 6/6 | 100 | — | — | 100% | | Eva Bellissimo(1) | | | | | | | | | | | 11/13 | | | 6/6 | 100 | — | — | — | — | 4/4 | 100 | 1/3 | 33 | 85% | | Arthur Einav | | | | | | | | | | | 15/18 | | | 6/8 | 75 | 4/4 | 100 | — | — | 5/6 | 83 | — | — | 83% | | Cassandra Joseph(2) | | | | | | | | | | | 18/19 | | | 8/8 | 100 | — | — | 4/4 | 100 | 2/2 | 100 | 4/5 | 80 | 95% | | Christina McCarthy(3) | | | | | | | | | | | 5/6 | | | 4/4 | 100 | — | — | — | — | — | — | 1/2 | 50 | 83% | | John Seaman | | | | | | | | | | | 16/16 | | | 8/8 | 100 | 4/4 | 100 | 4/4 | 100 | — | — | — | — | 100% | | Richard Young | | | | | | | | | | | 8/8 | | | 8/8 | 100 | — | — | — | — | — | — | — | — | 100% |

  74. Board of Directors

    Notes: (1)Ms. Bellissimo resigned from the Board effective October 31, 2025. (2)Ms. Joseph was appointed to the CG&N Committee as Committee Chair in Q4 2025. (3)Ms. McCarthy resigned from the Board effective June 17, 2025. For the financial year ended December 31, 2025, the independent directors of the Corporation held six 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 2025 Annual Meeting of Shareholders, and two (2) directors attended the meeting.

  75. 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.