HEATHERDALE RESOURCES LTD. 15 th Floor 1040 West Georgia Street Vancouver, British Columbia, V6E 4H1 Telephone No.: Fax No.

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1 HEATHERDALE RESOURCES LTD. 15 th Floor 1040 West Georgia Street Vancouver, British Columbia, V6E 4H1 Telephone No.: Fax No.: NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS The annual general and special meeting of Shareholders of Heatherdale Resources Ltd. (the "Company") will be held at 15 th Floor, 1040 West Georgia Street, Vancouver, British Columbia, on Tuesday, April 29, 2014 at 2:00 p.m., local time, (the "Meeting") for the following purposes: 1. to receive the audited financial statements of the Company for its fiscal year ended October 31, 2013 and the report of the auditor thereon; 2. to elect directors of the Company for the ensuing year; 3. to appoint an auditor of the Company for the ensuing year; 4. to re-approve the Company s current share option plan; and 5. to adopt advance notice provisions and to include the text of the advance notice provisions in the Company s articles. An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof. No other matters are contemplated, however, any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular. If you hold your shares in a brokerage account you are not a registered shareholder. Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form provided to them by their broker or other intermediary to ensure that their shares will be voted at the Meeting. DATED at Vancouver, British Columbia, March 31, BY ORDER OF THE BOARD /s/ Scott D. Cousens Scott D. Cousens Chairman

2 HEATHERDALE RESOURCES LTD. Request for Annual and Interim Financial Statements and MD&A Under National Instrument , Continuous Disclosure Obligations ("NI "), Heatherdale Resources Ltd. (the "Company") is only required to deliver annual and interim financial statements and related Management s Discussion & Analysis ("MD&A") to a person or company that owns common shares of the Corporation and that requests them. If you wish to receive the Company s annual financial statements and annual MD&A or interim financial statements and interim MD&A, you should complete the return form (the Return Form ) on the last page hereof. Please forward the completed Return Form to the Company at the following address: HEATHERDALE RESOURCES LTD West Georgia Street Vancouver, BC V6E 4H1 Tel: Fax: Toll Free: The Company reserves the right, in its discretion, to determine to send annual financial statements and MD&A, or any interim financial statements and MD&A, to all registered holders, or all registered holders and beneficial owners who are identified under NI as having chosen to receive securityholder materials sent to beneficial owners of securities, notwithstanding elections which such holders or beneficial owners may make under the Return Form. Failure to return the Return Form or otherwise specifically request a copy of financial statements or MD&A will override a beneficial owner s standing instructions under NI in respect of such financial statements and MD&A. Notwithstanding the fact that you may have given previous instructions regarding delivery of materials, if you would like to receive the annual or interim financial statements together with MD&A, you should complete and return the Return Form to the Company. Please note that a Return Form will be mailed to you each year. This Return Form is a request to receive (i) (ii) interim financial statements and MD&A which the Company may send to securityholders in 2014 and any other period prior to the Company sending a new request form in 2015 and/or annual financial statements and MD&A for the fiscal year ending October 31, If you wish to receive copies of financial statements or MD&A for any earlier period, you should send a separate request specifying the requested financial statements and MD&A. A copy of the Corporation s financial statements and MD&A may be accessed under the Company s profile at * * * * * * * * * * * *

3 (COMPLETE AND RETURN THIS FORM) RETURN FORM HEATHERDALE RESOURCES LTD. (the "Company") (Please mark the appropriate box with an X ) Registered Holder (a) (b) The undersigned is a registered holder of common shares of the Company and: hereby requests that the undersigned be sent a copy of the Annual Financial Statements for the fiscal year ended October 31, 2013 and the MD&A for such statements hereby requests that the undersigned be sent a copy of the Interim Financial Statements and the MD&A for such statements for all fiscal quarters ending in 2014 and any subsequent quarters before a new Return Form is sent by the Company Non-Registered Holder (a) (b) The undersigned is a beneficial holder of common shares of the Company and: hereby requests that the undersigned be sent a copy of the Annual Financial Statements for the fiscal year ended October 31, 2013 and the MD&A for such statements hereby requests that the undersigned be sent a copy of the Interim Financial Statements and MD&A for such statements for all fiscal quarters in 2014 and any subsequent quarters before a new Return Form is sent by the Company The undersigned acknowledges that this request shall expire and cease to have effect if the undersigned ceases to be either a registered holder or beneficial owner of securities of the Company. Name: Address: (please print) Postal/Zip Code Signature: Date: FOR BENEFICIAL HOLDERS WHO DO NOT WANT TO DISCLOSE THEIR NAMES AND ADDRESS BUT WHO WANT TO RECEIVE A COPY OF THE ANNUAL FINANCIAL STATEMENTS AND MD&A AND/OR INTERIM FINANCIAL STATEMENTS AND MD&A, PLEASE CONTACT YOUR BROKER OR INTERMEDIARY. Please indicate below if you would like to receive either of the following by News Releases issued by the Company: address Quarterly Financial Statements and MD&A: address

4 Dear Fellow Shareholder: On behalf of the Board of Directors, I am pleased to provide you with a review of Heatherdale s activities over the past year. Additional information can be found in our year-end financial materials and on our website at If you have any questions regarding the proxy materials, please contact our Investor Services department at or toll-free Firstly, we would like to acknowledge and express our appreciation for your support as a loyal shareholder of Heatherdale Resources Ltd. These are challenging times for the exploration and mining sector in the financial markets. Our corporate team continues to prudently manage the Company s treasury, reducing costs where possible, while maintaining the project site and pursuing partnerships, financing and other opportunities to advance our main asset, the Niblack Project. Secondly, this is an opportune time to tell you about many of the positive developments that have taken place with regards to Niblack. Our belief in the strength of Heatherdale is reinforced by its 100% ownership of the valuable polymetallic Niblack Project, which has excellent development potential. The Niblack Project has secure title in a safe jurisdiction that is supportive of responsible resource development. The Niblack resource exhibits good internal continuity, an internal high-grade zone and clearly defined resource expansion opportunities. The majority of the resource is adjacent to and above the productionscale haulage adit, indicating the potential for low-cost development. Initial metallurgical studies have returned excellent recoveries of copper, gold, zinc and silver, premium concentrate grades and very low deleterious elements. Niblack s tidewater location requires minimal infrastructure development, allowing for optionality and low cost concentrate delivery to the Pacific Rim. Over the past year and a half, we have been working with local and State governments to assess infrastructure opportunities. In 2012, Heatherdale and the Ketchikan Gateway Borough signed a Memorandum of Understanding to establish a process to evaluate the suitability of the Gravina Island Industrial Complex (GIIC) for the development of the mill facility. The GIIC is an established industrial site that previously housed a saw mill, and it has excellent access to clean hydroelectric power in addition to a local workforce in nearby Ketchikan. As a leading site option for the construction of the Niblack processing facility, the GIIC would also be a new value-added economic opportunity for Alaskans. In2013, Heatherdale reached a Memorandum of Understanding with the Alaska Industrial Development and Export Authority (AIDEA), a public corporation and development finance authority of the State of Alaska. The authority has a long history of supporting Alaska's minerals industry, including the financing and construction of the DeLong Mountain Transportation System, the road and port serving the area of the Red Dog Mine, as well as energy facilities and infrastructure for other mining projects in the state. Heatherdale and AIDEA will work collaboratively to assess the potential for processing, port and tailings storage facilities at the GIIC site and to determine how AIDEA can support the development at Niblack. Some of the initiatives under consideration include investigating AIDEA-supported financing options for project infrastructure and other means to maximize local employment and other economic benefits. Recently, an amendment to bill SB 99 passed the Alaska State Senate, which would authorize AIDEA to issue bonds of up to $125 million to finance infrastructure and construction costs of the Niblack Project. Once it has passed the Alaska House of Representatives and become law, AIDEA can provide the financing needed to establish a mineral processing mill, and associated dock, loading and related infrastructure facilities at Gravina Island as well as infrastructure at the Niblack Project site on Prince of Wales Island. The facilities would be owned and/or financed by AIDEA.

5 Heatherdale is committed to working with the communities in the area of the Niblack Project and has actively engaged and maintained good relationships with local stakeholders in Southeast Alaska. In response, we have received overwhelming support from stakeholders in Alaska for our project and we thank them for their support. During a recent trip to meet state legislators in Juneau, I was pleased to learn that they have consistently received very positive remarks from their constituents about the project. As an example, the Ketchikan Gateway Borough passed a resolution in support of the amendment to SB 99 and sent that resolution to the Senate. While market conditions remain challenging for resource companies in 2014, commodity prices and mining company share prices have shown signs of improvement. We are cautiously optimistic that after more than two years of consolidation, we may have seen the bottom of the market. Our focus in 2014 is to work with our community partners to advance assessments of infrastructure opportunities and to attract a strategic partner that can provide the financing required to aggressively move this project forward and into pre-feasibility. The Annual General Meeting will be held on April 29, 2014, at 2 pm (PST) at Heatherdale s head office on the 15th floor, 1040 West Georgia Street, Vancouver, BC. The meeting will provide an opportunity to discuss our plans for the next year and to respond to your questions. I look forward to seeing you at the meeting. Yours sincerely, Patrick Smith President & CEO

6 HEATHERDALE RESOURCES LTD. 15th Floor, 1040 West Georgia Street Vancouver, British Columbia, V6E 4H1 Telephone No.: Fax No.: INFORMATION CIRCULAR as at March 31, 2014 (except as otherwise indicated) This Information Circular is furnished in connection with the solicitation of proxies by the management of Heatherdale Resources Ltd. (the Corporation ) for use at the annual general and special meeting (the Meeting ) of its shareholders to be held on April 29, 2014 at the time and place and for the purposes set forth in the accompanying notice of the Meeting. In this Information Circular, references to the Corporation, we and our refer to Heatherdale Resources Ltd. Common Shares means common shares without par value in the capital of the Corporation. Beneficial Shareholders means shareholders who do not hold Common Shares in their own name and intermediaries refers to brokers, investment firms, clearing houses and similar entities that hold securities on behalf of Beneficial Shareholders. Solicitation of Proxies GENERAL PROXY INFORMATION The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Corporation. The Corporation will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard. Appointment of Proxyholders The individuals named in the accompanying form of proxy (the Proxy ) are officers and/or directors of the Corporation. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy. If your shares are held in physical (i.e. paper) form and actually registered in your name, then you are a registered shareholder. However, if like most shareholders, you keep your shares in a brokerage account, then you are a Beneficial Shareholder. The process for voting is different for registered and Beneficial Shareholders and you will need to carefully read the instructions below. Voting by Proxyholder The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to: (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

7 (b) (c) any amendment to or variation of any matter identified therein; and any other matter that properly comes before the Meeting. In respect of a matter that properly comes before the Meeting and for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy in their discretion. Registered Shareholders Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by: (a) (b) (c) completing, dating and signing the Proxy and returning it to the Corporation s transfer agent, Computershare Investor Services Inc. ( Computershare ), by fax within North America at , outside North America at (416) , or by mail to 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9; using a touch-tone phone to transmit voting choices to the toll free number given in the Proxy. Registered shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll free number, the holder s account number and the proxy access number; or using the internet at Computershare s website, Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holder s account number and the proxy access number; in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. Beneficial Shareholders The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Corporation as the registered holders of Common Shares) or as set out below. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder s name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the shareholder s broker or an agent of that broker. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients. There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not - 2 -

8 object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). The Corporation is taking advantage of the provisions of National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to deliver proxy-related materials directly to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form ( VIF ) from Computershare, the Corporation s transfer agent. To vote their shares, NOBOs should complete the VIF and return it to Computershare in accordance with the instructions provided in the VIF. In addition, Computershare provides both telephone voting and internet voting as described in the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. These shareholder materials are being sent to both registered and non-registered owners of the securities of the Corporation. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of securities were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you. Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( Broadridge ) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Corporation) other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting. Notice to Shareholders in the United States The solicitation of proxies in this Information Circular involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and the securities laws of certain provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the applicable provinces of Canada differ from the disclosure requirements under United States securities laws

9 The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the Business Corporations Act (British Columbia), as amended (the BCBCA ), certain of its directors and executive officers are residents of Canada and a substantial portion of the assets of such persons are located outside of the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court. Revocation of Proxies In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by: (a) (b) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare at its address shown on the preceding page, or at the address of the registered office of the Corporation at Dunsmuir Street, P. O. Box 10424, Pacific Centre, Vancouver, British Columbia, V7Y 1K2, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairperson of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or personally attending the Meeting and voting the registered shareholder s Common Shares. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON No director or executive officer of the Corporation, or any person who has held such a position since the beginning of the last completed financial year of the Corporation, nor any nominee for election as a director of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES The board of directors (the Board ) of the Corporation has fixed March 25, 2014 as the record date (the Record Date ) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting. The Common Shares of the Corporation trade on the TSX Venture Exchange (the TSXV ). As of the Record Date, there were 120,097,167 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Corporation is also authorized to issue an unlimited number of preferred shares without par value, each carrying the right to one vote. There were no preferred shares issued and outstanding as at the Record Date. To the knowledge of the directors and executive officers of the Corporation, the only person or corporation that beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation as at March 25, 2014 is: - 4 -

10 Shareholder Name Number of Common Shares Held Percentage of Issued Common Shares Rathdowney Resources Ltd. 15th Floor, 1040 W. Georgia St. Vancouver, British Columbia V6E 4H1 Canada 22,000, % Notes: 1. The above information was obtained from the insider reports available at FINANCIAL STATEMENTS The audited consolidated financial statements of the Corporation for the year ended October 31, 2013, management s discussion and analysis and the report of the auditor will be placed before the Meeting. These documents have been filed with the securities commissions in Alberta, British Columbia and Ontario and are available on SEDAR under the Corporation s profile at VOTES NECESSARY TO PASS RESOLUTIONS A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein to appoint the directors of the Corporation and the auditors of the Corporation. If there are more nominees for election as directors or appointment of the Corporation s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation. A simple majority of affirmative votes cast at the Meeting is required to pass the resolution approving the Plan, as defined and described in greater detail below. The resolution approving an amendment to the Corporation s articles (the Articles ) to incorporate the Advance Notice Provisions, as defined and described in greater detail below, must be approved by 66 2/3% of the votes cast on such resolution. ELECTION OF DIRECTORS The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director s office is earlier vacated in accordance with the provisions of the BCBCA, each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Corporation, or if no director is then elected, until a successor is elected. The Corporation currently has eight (8) directors and the Board has determined that eight (8) directors be elected to the Board at the Meeting. The following table and the accompanying biographical information sets out the names of management s nominees for election as directors, all major offices and positions with the Corporation and any of its significant affiliates each now holds, each nominee s principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Corporation and the number of Common Shares of the Corporation beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at March 25,

11 Name of Nominee; Current Position with the Corporation and Province, State or County and Country of Residence Lena K. Brommeland Director British Columbia, Canada Rene G. Carrier (2) Director British Columbia, Canada David J. Copeland Director British Columbia, Canada Scott D. Cousens (3) Chairman and Director British Columbia, Canada Robert A. Dickinson Director British Columbia, Canada Sharon L. Gardiner (4) Director British Columbia, Canada Patrick R. Smith President, Chief Executive Officer and Director Washington, U.S.A. Judy M. Thomson (5) Director British Columbia, Canada Period as a Director of the Corporation Since March 24, 2014 Since November 16, 2009 Since November 2, 2009 Since November 2, 2009 Since November 2, 2009 Since November 16, 2009 Since April 29, 2011 Since November 16, 2009 Common Shares Beneficially Owned or Controlled (1) 240,000 Common Shares 195,000 Options (6) 150,000 Common Shares 216,000 Options (7) 4,793,839 Common Shares 306,000 Options (8) 4,987,000 Common Shares 246,000 Options (10) 1,001,683 Common Shares 216,000 Options (7) 160,381 Common Shares 216,000 Options (7) 77,000 Common Shares 690,000 Options (9) 17,500 Common Shares 216,000 Options (7) Notes: 1. The information as to Common Shares beneficially owned or controlled has been furnished by the respective nominees or obtained from the insider reports available at 2. Mr. Carrier is the Chairperson of both the Compensation Committee and the Nominating and Governance Committee and is a member of the Audit Committee. 3. Mr. Cousens is a member of the Compensation Committee and the Audit Committee. 4. Ms. Gardiner is a member of the Nominating and Governance Committee. 5. Ms. Thomson is the Chairperson of the Audit Committee and is a member of both the Compensation Committee and the Nominating and Governance Committee. 6. Ms. Brommeland holds options to purchase 120,000 Common Shares at Cdn$1.00 per Common Share expiring on November 17, 2014, options to purchase 36,000 Common Shares at Cdn$1.00 per Common Share expiring on March 29, 2016 and options to purchase 39,000 Common Shares at Cdn$0.165 per Common Share expiring on August 20, Messrs. Carrier and Dickinson, Ms. Gardiner and Ms. Thomson each hold options to purchase 120,000 Common Shares at Cdn$1.00 per Common Share expiring on November 17, 2014, options to purchase 36,000 Common Shares at Cdn$1.00 per Common Share expiring on March 29, 2016 and options to purchase 60,000 Common Shares at Cdn$0.20 per Common Share expiring on August 20,

12 8. Mr. Copeland holds options to purchase 180,000 Common Shares at Cdn$1.00 per Common Share expiring on November 17, 2014, options to purchase 36,000 Common Shares at Cdn$1.00 per Common Share expiring on March 29, 2016 and options to purchase 90,000 Common Shares at Cdn$0.20 per Common Share expiring on August 20, Mr. Smith holds options to purchase 300,000 Common Shares at Cdn$1.10 per Common Share expiring on October 1, 2015, options to purchase 300,000 Common Shares at Cdn$1.12 per Common Share expiring on March 10, 2016 and options to purchase 90,000 Common Shares at Cdn$0.20 per Common Share expiring on August 20, Mr. Cousens holds options to purchase 120,000 Common Shares at Cdn$1.00 per Common Share expiring on November 17, 2014, options to purchase 51,000 Common Shares at Cdn$1.00 per Common Share expiring on March 29, 2016 and options to purchase 75,000 Common Shares at Cdn$2.00 per Common Share expiring on August 20, A shareholder can vote for all of the above nominees, vote for some of the above nominees and withhold for other of the above nominees, or withhold for all of the above nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth above as directors of the Corporation. None of the proposed nominees for election as a director of the Corporation are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Corporation acting solely in such capacity. Biographical Information of Nominees for Director The following information as to principal occupation, business or employment is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees. Scott D. Cousens Chairman of the Board of Directors Scott Cousens provides management, technical and financial services to a number of publicly traded companies. Since 1991, Mr. Cousens principal occupation has been his role as a director of Hunter Dickinson Inc. ( HDI ) and its wholly owned subsidiary, Hunter Dickinson Services Inc. ( HDSI ), a company providing management and administrative services to several publicly-traded companies. Mr Cousens focus has been on the development of relationships within the international investment community. Substantial financings and subsequent corporate success, has established strong ties with North American, European and Asian investors. Lena K. Brommeland Director Lena Brommeland has a BSc in geology and more than 20 years of experience in mineral project evaluation and on-site management of large-scale mineral projects, including the Pebble and Niblack projects, both located in Alaska, Project Olza in Poland and the Prosperity project in British Columbia. Ms. Brommeland is Executive Vice President of Project Services with HDI where she manages on-site drill programs, co-ordinates environmental planning and permitting, and develops community relations activities for exploration and feasibility-level projects associated with the HDI group of companies. A longstanding member with the Association for Mineral Exploration BC, Ms. Brommeland dedicates a substantial amount of time to industry outreach and development and is a past Chair of the organization. Rene G. Carrier Director Rene Carrier is a past Vice-President of Pacific International Securities Inc., where he worked for ten years, until Since 1991, he has been President of Euro-American Capital Corporation, a private company that specializes in restructuring, administration, and raising venture capital funds for junior companies

13 David J. Copeland, P.Eng. Director David Copeland is a geological engineer with over 30 years of experience in advancing mining projects through feasibility, permitting, engineering, design and initial development phases. Mr. Copeland has undertaken assignments in the South Pacific, Africa, South and North America and China. His principal occupation is President and Director of CEC Engineering Ltd., a consulting engineering firm that directs and co-ordinates advanced technical programs for exploration for companies and projects associated with HDI. He is also a director of HDI and HDSI. Robert A. Dickinson, B.Sc., M.Sc. Director Robert Dickinson is an economic geologist who has been actively involved in mineral exploration and mine development for over 40 years. He is Chairman and a director of HDI and HDSI, as well as a director and member of the management team of a number of the public companies associated with HDI. He is President and Director of United Mineral Services Ltd., a private resources company. He also serves as a Director of the Britannia Mine Museum and is a Trustee of the BC Mineral Resources Education Program. Sharon L. Gardiner, P.Geo. Director Sharon Gardiner is a professional geoscientist who specializes in business communication and advising on technical compliance to HDI and its associated companies. She is the Executive Vice President of Corporate Communication and Reporting for HDI. With over 30 years of experience in the mining industry, she has worked in mineral exploration, operations and in communications capacities for major and junior companies. An active member of the mining community, she is a Past President of the Association for Mineral Exploration BC. Patrick R. Smith, LG. President, Chief Executive Officer and Director Patrick Smith is a professional geologist who brings 35 years of practical and executive management experience in the international minerals industry to the Corporation. Prior to joining the Corporation, he served 32 years within the Rio Tinto organization, including senior posts as Managing Director Exploration, Australasia Region based in Perth, Australia and Exploration Executive based in London, UK. Over the course of his career with Rio Tinto, Mr. Smith was involved with a series of globally diverse mineral exploration and development projects spanning a range of mineral commodities, including gold, copper, molybdenum, iron ore, diamonds, industrial minerals and metallurgical coal. Judy M. Thomson, CA Director Judy Thomson is a Chartered Accountant with more than 30 years of professional experience in audit, business administration and human resources, holding senior positions with a global accounting and consulting firm in Canada and Asia. She has provided administrative, financial reporting and taxation services to several limited partnerships in the mining and exploration business, and co-authored a bestselling book on business and social networking. Ms. Thomson was a director of Detour Gold Corporation from January 2007 to March She is a director, Secretary, Chief Operating Officer and part owner of Shepa Learning Company, a privately-held company that provides training and consulting services. Penalties, Sanctions and Orders As at the date of this Information Circular and within the past 10 years, no proposed nominee for election as a director of the Corporation is or was: (a) a director or executive officer of any company (including the Corporation) that: - 8 -

14 (i) (ii) (iii) (iv) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days (any such order being an Order ), that was issued while the proposed nominee was acting in the capacity as director or executive officer; was subject to an Order that was issued after the proposed nominee ceased to be a director or executive officer and which resulted from an event that occurred while the proposed nominee was acting in the capacity as director or executive officer; while the proposed nominee was acting in that capacity or within a year of the proposed nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed nominee; (b) (c) subject to 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 subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director. Directorships Several directors of the Corporation also serve as directors of one or more other resource companies involved in mineral exploration and/or development. It may occur from time to time that, as a consequence of his or her activity in the mineral industry and serving on such other boards, a director may become aware of potential resource property opportunities which are of interest to more than one of the companies on whose boards that person serves. Furthermore, it is possible that the directors of the Corporation and the directors of one or more such other companies (many of which are described herein) may also agree to allow joint participation on the Corporation s properties or the properties of that other company. Accordingly, situations may arise in the ordinary course, which involve a director in an actual or potential conflict of interest as well as issues in connection with the general obligation of a director to make corporate opportunities available to the company whose board the director serves. In all such events, any director is required to disclose a financial interest in a contract or transaction by virtue of office, employment or security holdings or other such interest in another company or in a property interest under consideration by the Board, and is obliged to abstain from voting as a director of the Corporation in respect of any transaction involving that other company or in respect of any property in which an interest is held by him or her. The directors will use their best business judgment to avoid situations where conflicts or corporate opportunity issues might arise and they must at all times fulfil their duties to act honestly and in the best interests of the Corporation as required by law. APPOINTMENT OF AUDITOR DeVisser Gray LLP, Chartered Accountants, West Pender Street, Vancouver, British Columbia, will be nominated at the Meeting for reappointment as auditor of the Corporation at remuneration to be fixed by the directors. DeVisser Gray LLP was originally appointed auditor of the Corporation on January 12,

15 AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR The Corporation is relying upon the exemption in section 6.1 of National Instrument ( NI ), which states that venture issuers are exempt from the reporting obligations in Part 5. Audit Committee Charter The Audit Committee has a charter that sets out its mandate and responsibilities. A copy of the audit committee charter is contained in the Corporation s Corporate Governance Policies and Procedures Manual (the Manual ) and is available for download from the Corporation s website: The Audit Committee reviews all financial statements of the Corporation prior to their publication, oversees audits, considers the adequacy of audit procedures, recommends the appointment of independent auditors, reviews and approves the professional services to be rendered by them and reviews fees for audit services. The Audit Committee Charter has set criteria for membership which all members of the Audit Committee are required to meet consistent with NI and other applicable regulatory requirements. The Audit Committee, as needed, meets separately (without management present) with the Corporation s auditors to discuss the various aspects of the Corporation s financial statements and the independent audit. Composition of the Audit Committee The members of the Audit Committee are Judy M. Thomson (Chair), Rene G. Carrier, and Scott Cousens. A majority of the members of the Audit Committee are independent and financially literate. Messrs. Carrier and Cousens are experienced mining executives and have experience serving on various Boards and Audit Committees. Ms. Thomson is a Chartered Accountant and hence is a financial expert, and previously served as Audit Committee Chair for Detour Gold Corporation. Relevant Education and Experience As a result of their education and experience, each member of the Audit Committee has familiarity with, an understanding of, or experience in: the accounting principles used by the Corporation to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves; reviewing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation s financial statements, and internal controls and procedures for financial reporting. See disclosure under heading Biographical Information of Nominees for Director on experience of each member of the Audit Committee. Audit Committee Oversight The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor other than DeVisser Gray LLP. The Corporation s auditor, DeVisser Gray LLP, has not provided any material non-audit services

16 Pre Approval Policies and Procedures The Corporation has procedures for the review and pre-approval of any services performed by its auditors. The procedures require that all proposed engagements of its auditors for audit and non-audit services be submitted to the Audit Committee for approval prior to the beginning of any such services. The Audit Committee considers such requests, and, if acceptable to a majority of the Audit Committee members, preapproves such audit and non-audit services by a resolution authorizing management to engage the Corporation s auditors for such audit and non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the Audit Committee assesses, among other factors, whether the services requested would be considered "prohibited services" as contemplated by the regulations of the United States Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors. External Auditor Service Fees The Audit Committee has reviewed the nature and amount of the audit services provided by DeVisser Gray LLP to the Corporation to ensure auditor independence. Fees incurred with DeVisser Gray LLP for audit and non-audit services in the last two financial years ended October 31, 2013 are outlined in the following table. Notes: Nature of Services Fees Paid in the Year Ended October 31, 2013 Fees Paid in the Year Ended October 31, 2012 Audit Fees (1) $19,000 $25,000 Audit-Related Fees (2) Tax Fees (3) All Other Fees (4) Total $19,000 $25, Audit Fees include fees necessary to perform the annual audit and quarterly reviews of the Corporation s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. 2. Audit-Related Fees include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. 3. Tax Fees include fees for all tax services other than those included in Audit Fees and Audit-Related Fees. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. 4. All Other Fees include all other non-audit services. Exemptions The Corporation is a venture issuer, as defined in NI , and is relying on the exemptions set forth in Section 6-1 of NI with respect to Part 3 (composition of the Audit Committee) and Part 5 (Reporting Obligations)

17 CORPORATE GOVERNANCE Mandate of the Board of Directors The Board has a formal mandate as outlined in the Manual. The Manual mandates the Board to: (i) oversee management of the Corporation in the best interests of the Corporation and its shareholders; (ii) exercise business judgment in discharging their fiduciary duties of care, loyalty and candour to the Corporation; (iii) understand the Corporation and its business, properties, risks and prospects; (iv) establish effective systems for the periodic and timely reporting to the Board on important matters concerning the Corporation; (v) establishing policies to protect the Corporation s confidential and proprietary information; and (vi) preparing for and attending meetings of the Board and its committees. The Manual also includes written charters for each committee of the Board and it contains a code of ethics, policies dealing with issuance of news releases and disclosure documents, as well as share trading black-out periods. Further, the Manual encourages but does not require continuing education for all the Corporation s directors and requires the Corporation to provide directors with suggestions to undertake continuing director education, the cost of which will be borne by the Corporation. A copy of the Manual is available for review at the Corporation s website under Corporate Governance at Composition of Board of Directors Applicable governance policies require that a listed issuer s board of directors determine the status of each director as independent or not, based on each director s interest in or other relationship with, the Corporation. Applicable governance policies recommend that a board of directors be constituted with a majority of directors who qualify as independent directors (as defined below). A board of directors should also examine its size with a view to determining the impact of the number of directors upon the effectiveness of the board of directors, and the board of directors should implement a system which enables an individual director to engage an outside advisor at the expense of the corporation in appropriate circumstances. The Corporation s policies allow for the retention of independent advisors for members of the Board when they consider it advisable. Under the policies, an independent director is one who has no direct or indirect material relationship with the Corporation. Generally speaking, a director is independent if he or she is free from any employment, business or other relationship which could, in the view of the Board, reasonably be expected to, materially interfere with the exercise of the director s independent judgement. A material relationship includes having been (or having a family member who has been) within the last three years an employee or executive of the Corporation or having been employed by the Corporation s external auditor. An individual who (or whose family member) is or has been within the last three years, an executive officer of an entity where any of the Corporation s current executive officers served at the same time on that entity s Compensation Committee is deemed to have a material relationship with the Corporation, as is any individual who (or whose family members or partners) received directly or indirectly, any consulting, advisory, accounting or legal fee or investment banking compensation from the Corporation (other than compensation for acting as a director or as a part time chairperson or vice-chairperson). The Board of the Corporation is proposing eight (8) nominees to be elected to the office of director of whom two (2) of the nominees can be considered as independent directors. The independent nominees are Rene G. Carrier and Judy M. Thomson. These nominees are considered independent by virtue of not being executive officers of the Corporation and having received no compensation other than in their role as directors. The non-independent directors (and the reasons for that status) are: Lena K. Brommeland (nominee director for Rathdowney Resources Ltd., a significant shareholder in the Corporation, and employee of HDSI), David J. Copeland (director of HDSI), Scott D. Cousens (Chairman of the Board, director of HDSI), Robert A. Dickinson (director of HDSI), Sharon L. Gardiner (employee of HDSI) and Patrick R. Smith (President and Chief Executive Officer, employee of HDSI). All directors, independent and non-independent, except Ms. Gardiner, Mr. Smith and Ms. Thomson, serve on the boards of directors of other publicly traded companies affiliated with a private management company,