FISSION URANIUM CORP.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD AT 11:00 A.M.

ON AUGUST 7, 2014

IN THE BOARDROOM OF

COMPUTERSHARE TRUST COMPANY OF CANADA

ON THE 3RD FLOOR, 510 BURRARD STREET

VANCOUVER, B.C. V6C 3B9

FISSION URANIUM CORP. (the “Company”)

700 – 1620 Dickson Avenue

Kelowna, BC V1Y 9Y2

NOTICE OF ANNUAL MEETING

TAKE NOTICE that the annual meeting (the "Meeting") of the shareholders of FISSION URANIUM

CORP. (the "Company") will be held on August 7, 2014 in the Computershare Trust Company of Canada

Boardroom, on the 3rd

floor, 510 Burrard Street, Vancouver, BC at 11:00 am for the following purposes:

1. To fix the number of directors at five.

2. To elect Directors for the ensuing year.

3. To appoint PricewaterhouseCoopers LLP Chartered Accountants, as the Auditor for the Company,

and to authorize the Directors to fix the remuneration to be paid to the Auditor.

4. To approve the Company’s stock option plan for the ensuing year, as more fully set forth in the

information circular accompanying this notice.

5. To transact such other business as may be brought before the Meeting.

The accompanying information circular provides additional information relating to the matters to be dealt

with at the meeting and is deemed to form part of this notice.

If you are unable to attend the meeting in person, please complete, sign and date the enclosed form of proxy

and return the same in the enclosed return envelope provided for that purpose within the time and to the

location set out in the form of proxy accompanying this notice.

DATED at Kelowna, British Columbia, this 23rd day of June, 2014

BY ORDER OF THE BOARD

“Ross McElroy”

Ross McElroy, President

As described in the “notice and access” notification mailed to shareholders, the Company has opted to deliver

its Meeting materials to shareholders by posting them on its website (www.fissionuranium.com). The use of

this alternative means of delivery is more environmentally friendly and economical.

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FISSION URANIUM CORP.

(the “Company”)

700 – 1620 Dickson Avenue

Kelowna, BC V1Y 9Y2

INFORMATION CIRCULAR

This information is given as of June 23, 2014

This information circular is furnished in connection with the solicitation of proxies by the management of

FISSION URANIUM CORP. (the "Company" or “Fission”) for use at the annual meeting of the

Company to be held on August 7, 2014 and at any adjournments thereof (the “Meeting”). Unless the

context otherwise requires, references to the Company include the Company and its subsidiaries. The

solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to

be made without special compensation by officers and employees of the Company. The cost of

solicitation will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

A duly completed form of proxy will constitute the person(s) named in the enclosed form of proxy as the

shareholder's proxyholder. The persons whose names are printed in the enclosed form of proxy for the

Meeting are officers or directors of the Company (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to

represent the shareholder at the Meeting by striking out the names of the Management

Proxyholders and by inserting the desired person’s name in the blank space provided or by

executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Common shares of the Company (the “Shares”) represented by properly executed proxies in the

accompanying form will be voted or withheld from voting on each respective matter in accordance with

the instructions of the shareholder on any ballot that may be called for.

If no choice is specified and one of the Management Proxyholders is appointed by a shareholder as

proxyholder, such person will vote in favour of the matters proposed at the Meeting and for all

other matters proposed by management at the Meeting.

The enclosed form of proxy also confers discretionary authority upon the person named therein as

proxyholder with respect to amendments or variations to matters identified in the Notice of the

Meeting and with respect to other matters which may properly come before the Meeting. At the date

of this Information Circular, management of the Company knows of no such amendments, variations or

other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Completed forms of proxy must be received by mail or fax by the Company’s registrar and transfer agent,

Computershare Trust Company, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, fax

number 1-866-249-7775, not later than forty-eight (48) hours, excluding Saturdays, Sundays and

holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his

discretion to accept proxies received subsequently.

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NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

Most shareholders of the Company are “non-registered” shareholders because the Shares they own

are not registered in their names but are instead registered in the name of the brokerage firm, bank

or trust company through which they purchased the Shares. More particularly, a person is not a

registered shareholder in respect of Shares which are held on behalf of that person (the “Non-Registered

Holder”) but which are registered either: in the name of an intermediary (an “Intermediary”) that the Non-

Registered Holder deals with (Intermediaries include, among others, banks, trust companies, securities

dealers or brokers and trustees or administrators of self-administered RRSP's, RRIFs, RESPs and similar

plans); or in the name of a clearing agency (such as The Canadian Depository for Securities Limited

(“CDS”)) of which the Intermediary is a participant. In accordance with the requirements of National

Instrument 54-101 of the Canadian Securities Administrators, the Company is using the Notice and

Access provisions to provide public electronic access and paper copies (if requested) of the Notice of

Meeting, this Information Circular along with the Proxy (collectively, the “Meeting Materials”).

Intermediaries are responsible for forwarding the Meeting Materials to Non-Registered Holders unless a

Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service

companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered

Holders who have not waived the right to receive Meeting Materials will receive either a voting

instruction form or a form of proxy.

The voting instruction form (“VIF”) is instead of a proxy. By returning the VIF in accordance with the

instructions noted on it a Non-Registered Holder is able to instruct the Registered Shareholder how to

vote on behalf of the Non-Registered Shareholder. VIF’s, whether or not provided by an Intermediary,

should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of

the Shares which they beneficially own. Should a Non-Registered Holder who receives a VIF wish to

attend the Meeting or have someone else attend on his/her behalf, the Non-Registered Holder may request

a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder or his/her nominee the

right to attend and vote at the Meeting. Non-Registered Holders should carefully follow the

instructions set out in the VIF including those regarding when and where the VIF is to be delivered.

Management of the Company does not intend to pay for intermediaries to deliver to objecting beneficial

owners (“OBOs”) under NI 54-101 the Meeting Materials and Form 54-101F7 Request for Voting

Instructions Made by Intermediary. OBOs will not receive the Meeting Materials and Form 54-101F7

unless the intermediary holding shares on behalf of the OBO assumes the cost of delivery.

REVOCABILITY OF PROXY

Any registered shareholder who has returned a proxy may revoke it at any time before it has been

exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by

instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by

his attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal

or by an officer or attorney thereof duly authorized. The instrument revoking the proxy must be deposited

at the registered office of the Company, at any time up to and including the last business day preceding

the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of

the Meeting. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders

who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective

Intermediaries to revoke the proxy on their behalf.

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VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value, of which

351,973,210 common shares are issued and outstanding. Only the holders of common shares are entitled

to vote at the Meeting and the holders of common shares are entitled to one vote for each common share

held. Holders of common shares of record on June 23, 2014, the Record Date, will be entitled to vote at

the Meeting.

To the knowledge of the directors and senior officers of the Company, no shareholder beneficially owns

shares carrying more than 10% of the voting rights attached to all shares of the Company.

NOTICE AND ACCESS

The Company has elected to use the notice and access method of delivering the Notice of Meeting and

Information Circular to both registered and non-registered shareholders. As set out in National Instrument

54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), under

notice and access, instead of receiving printed copies of the Meeting Materials, shareholders receive a

notice with information on the Meeting date, location and purpose, as well as information on how they

may access the Notice of Meeting and Information Circular electronically. The Notice of Meeting and

Information Circular are available under the Company’s profile on www.sedar.com and on the

Company’s website on www.fissionuranium.com/investors/annual_meeting/. Those non-registered

shareholders with existing instructions on their account to receive printed materials will receive a paper

copy of the Notice of Meeting and Information Circular.

All registered shareholders will still be mailed a form of proxy, and non-registered shareholders will still

be mailed a voting instruction form, allowing them to vote at the Meeting.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described

herein. If there are more nominees for election as directors or appointment of the Company’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.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as disclosed elsewhere in this Information Circular, none of the Directors or Senior Officers of the

Company, no proposed nominee for election as a Director of the Company, none of the persons who have

been Directors or Senior Officers of the Company since the commencement of the Company's last completed

financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or

indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the

Meeting.

- 4 -

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next

annual general meeting or until their successors are appointed. In the absence of instructions to the

contrary, the enclosed proxy will be voted for the nominees herein listed.

The Shareholders will be asked to pass an ordinary resolution to set the number of directors of the

Company at five. Management of the Company proposes to nominate each of the following persons for

election as a director. The following table sets out the names of the persons to be nominated for election as

Directors, the positions and offices which they presently hold with the Company, their respective principal

occupations or employments during the past five years if such nominee is not presently an elected Director

and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which

control or direction is exercised as of the date of this Information Circular:

The names, province or state and country of residence, positions and offices, and principal occupations of

each of the directors and executive officers of Fission are as follows:

Name and place of

residence

Principal occupation

Director and/or

Officer since

Devinder Randhawa(1)

British Columbia, Canada

Director, Chairman and CEO

Mr. Randhawa is the Chairman and CEO of Fission and President of RD

Capital Inc., a privately held consulting firm providing venture capital

and corporate finance services to emerging companies in the resources

and non-resource sectors both in Canada and the U.S.

February 13, 2013

Ross McElroy

British Columbia, Canada

Director President and

COO

Mr. McElroy is the President and COO of Fission and a professional

geologist with over 25 years of experience in the mining industry. February 13, 2013

Frank Estergaard(1)

British Columbia, Canada

Director

Mr. Estergaard is a Chartered Accountant who retired as a Partner with

KPMG in 2001. Mr. Estergaard has served as CFO or a Director and

Chairman of the audit committee for several public companies.

February 7, 2014

William Marsh(1)

British Columbia, Canada

Director

Mr. Marsh is an independent consultant providing drilling advice to both

public and private companies operating in Canada and internationally. May 31, 2013

Jeremy Ross

British Columbia, Canada Director

Mr. Ross is a corporate development consultant with over 15 years

experience advising junior mining and oil and gas companies. He was

previously a director of the Company from June 2013 to December

2013.

Nominee

(1) Member of the Audit Committee. The information as to principal occupation has been furnished by each director and/or officer individually.

See “Audit Committee” and “Corporate Governance - Board Committees” following.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Corporate Cease Trade Orders

As at the date of the Circular, no director or executive officer of Fission is, or within the ten years prior to

the date of the Circular has been, a director, chief executive officer or chief financial officer of any

company (including Fission), that while that person was acting in that capacity:

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(a) was subject to:

(i) a cease trade order (including any management cease trade order which applied

to directors or executive officers of a company, whether or not the person is

named in the order), or

(ii) an order similar to a cease trade order, or

(iii) an order that denied the relevant company access to any exemption under

securities legislation, that was in effect for a period of more than 30 consecutive

days (an “Order”); or

(b) was subject to an Order that was issued after the director or executive officer ceased to

be a director, chief executive officer or chief financial officer and which resulted from

an event that occurred while that person was acting in the capacity as director, chief

executive officer or chief financial officer.

Bankruptcy

To the knowledge of Fission, as at the date of the Circular no director, executive officer, or shareholder

holding a sufficient number of securities of Fission to affect materially the control of Fission is, or within

the ten years prior to the date of the Circular has:

(a) been a director or executive officer of any company (including Fission) that, while that

person was acting in that capacity, or within a year of that person ceasing to act in that

capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy

or insolvency or was subject to or instituted any proceedings, arrangement or

compromise with creditors or had a receiver, receiver manager or trustee appointed to

hold its assets; or

(b) 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 manager or trustee appointed to hold the

assets of the director, executive officer or shareholder.

Penalties and Sanctions

To the knowledge of Fission, as at the date of the Circular no director, executive officer, or shareholder

holding a sufficient number of securities of Fission to affect materially the control of Fission has been

subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a

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

securities regulatory authority;

or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely

be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Certain of the directors and officers of Fission will not be devoting all of their time to the affairs of

Fission. Certain of the directors and officers of Fission are directors and officers of other companies,

some of which are in the same business as Fission. The directors and officers of Fission are required by

law to act in the best interests of Fission. They have the same obligations to the other companies in

respect of which they act as directors and officers. Discharge by the directors and officers of their

obligations to Fission may result in a breach of their obligations to the other companies, and in certain

circumstances this could expose Fission to liability to those companies. Similarly, discharge by the

directors and officers of their obligations to the other companies could result in a breach of their

obligation to act in the best interests of Fission. Such conflicting legal obligations may expose Fission to

liability to others and impair its ability to achieve its business objectives.

- 6 -

The directors and officers of Fission are aware of the existence of laws governing the accountability of

directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of

interests and Fission will rely upon such laws in respect of any directors’ and officers’ conflicts of

interest or in respect of any breaches of duty by any of its directors and officers.

EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this Circular, a Named Executive Officer (“NEO”) of the Company means each of

the following individuals:

(a) the chief executive officer of the Company (“CEO”);

(b) the chief financial officer of the Company (“CFO”);

(c) the three most highly compensated executive officers of the Company, including any of its

subsidiaries, or the three most highly compensated individuals acting in a similar capacity,

other than the CEO and CFO, at the end of, or during, the most recently completed financial

period ended June 30, 2013, whose total compensation was individually, more than $150,000 for

the financial period ended June 30, 3013; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual

was neither an executive officer, nor acting in a similar capacity, at June 30, 2013.

The NEOs of the Company in the most recently completed financial period ended June 30, 2013 are:

Devinder Randhawa, CEO and Chairman; Ross McElroy, President and Chief Operating Officer

(“COO”); Gregory Downey, CFO; and Ray Ashley, VP Exploration of the Company.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes and explains the significant elements of the

Company’s executive compensation program implemented from incorporation of the Company on

February 13, 2013 to the fiscal period ended on June 30, 2013. On April 26, 2013, Fission Energy and

Denison Mines Corp. (“Denison”) completed an Arrangement Agreement (the “Agreement”) pursuant to

which Denison acquired all of the issued and outstanding shares of Fission Energy with Fission Energy

spinning out certain assets into Fission Uranium by way of a court approved plan of arrangement (the

“Fission Energy Arrangement”).

Fission has established a compensation committee (the “Compensation Committee”) to ensure that

the Company has appropriate procedures for setting executive compensation. The Compensation

Committee ensures that total compensation paid to each of the executive officers is fair and reasonable

and is consistent with the Company’s compensation philosophy.

The Compensation Committee is also responsible for recommending compensation for the

directors and granting stock options to the directors, officers and employees of, and consultants to, the

Company pursuant to the stock option plan of the Company dated July 30, 2013 (the “Fission

Option Plan”) in such amounts and upon such terms as may be recommended by the Compensation

Committee and approved by the Fission Board from time to time.

- 7 -

The Compensation Committee is currently comprised of William Marsh, Devinder Randhawa and

Frank Estergaard. The Fission Board is satisfied that the composition of the Compensation

Committee ensures an objective process for determining compensation. All members of the

Compensation Committee have had significant experience in the mining sector, including the junior

exploration sector and on other boards of directors.

The Company’s executive compensation program is intended to provide an appropriate overall

compensation package that permits the Company to attract and retain highly qualified and

experienced senior executives and to encourage superior performance by the Company. The

Company’s compensation policies are intended to motivate individuals to achieve and to award

compensation based on corporate and individual results. The compensation of the Company’s

executive officers is established based on a relatively equal weighing of each of these considerations.

Compensation for the Company’s executive officers is intended to reflect a fair evaluation of overall

performance and is intended to be competitive in aggregate with levels of compensation of comparable

public issuers. The Company generally strives to use long term incentives, such as the grant of stock

options, as performance incentives for executive management and to provide the opportunity for

overall compensation of employees, including executives, to be above industry average levels as well

as to increase the alignment of interests between employees, executive management and shareholders.

Executive officers and directors are eligible to be granted stock options under the Fission Option Plan.

The Fission Option Plan is intended to provide long term rewards linked directly to the market value of

the Fission Shares. The Fission Board is of the view that the Fission Option Plan is in the best

interests of the Company and will assist the Company to attract, motivate and retain talented and

capable board members and executive management

The level of stock options awarded to an NEO is determined by his position and his potential future

contributions to the Company. The exercise price of stock options is determined by the Fission Board

but shall in no event be less than the trading price of the Fission Shares on the TSXV at the time of the

grant of the option, less the discount permitted under TSXV policies and approved by the Fission Board.

The Company does not have a pension plan benefit program or a non-equity incentive plan

compensation in place. Therefore, there were no payments or benefits in connection with a defined

benefit or a defined contribution plan and no annual incentive plan or long-term incentive plan awards

offered to the NEOs during the Company’s most recently completed financial period ended June 30,

2013. Additional compensation in the form of bonuses may be paid to directors or executive officers

from time to time when merited.

Given the current stage of development and the limited elements of executive compensation, the

Fission Board believes it has effective risk management and regulatory compliance relating to its

compensation policies used in determining executive compensation. Risks related to compensation

are taken into consideration as part of the general review and determination of executive compensation

by the Fission Board. Inappropriate and excessive risks by executives are mitigated by regular board

meetings during which financial and other information of the Company are reviewed, and which

information includes executive compensation. Interested directors declare their interest and abstain

from voting on compensation matters. No risks have been identified arising from the Company’s

compensation policies and practices that are reasonably likely to have a material adverse effect on the

Company.

The Company does not permit its NEOs or directors 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 NEO or director.

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Summary Compensation Table

The Company was incorporated on February 13, 2013 as a wholly-owned subsidiary of Fission Energy

and, accordingly, has not yet completed a full financial year. The Company became a reporting issuer

on April 26, 2013 following its spin-out from Fission Energy pursuant to the Fission Energy

Arrangement.

The summary compensation table below sets out NEO compensation information including annual

salary, incentive bonuses and all other compensation earned during the financial period ended June 30,

2013.

Name and

principal

position

Period

Ended

June

30(1)

Salary

($)

Share-

based

awards

($)

Option-

based

awards

($)

Non-equity incentive

plan compensation ($)

Pension

value ($)

All other

compensation

($)

Total

compensation

($)

Annual

incentive

plans

Long-

term

incentive

plans

Devinder

Randhawa,

Chairman

and CEO

2013 43,333(2)

Nil 65,732 Nil Nil Nil 585,500 694,565

Ross

McElroy, President

and COO

2013 43,039(3)

Nil 65,732 Nil Nil Nil 499,500 608,271

Gregory

Downey

CFO

2013 7,327 Nil 6,836 Nil Nil Nil 6,615 20,778

Ray

Ashley, VP Exploration

2013 27,699 Nil 21,034 Nil Nil Nil 159,860 208,593

(1)The Company was incorporated on February 13, 2013 and has not completed a full financial year. The information presented

herein is for the financial period from incorporation to June 30, 2013. (2)

Pursuant to an executive employment agreement dated as of July 5, 2013 between the Company and Mr. Randhawa. (3)

Pursuant to an executive employment agreement dated as of July 5, 2013 between the Company and Mr. McElroy.

- 9 -

Incentive Plan Awards

Outstanding Option-Based and Share-Based Awards

The following table discloses the particulars of each NEO for awards outstanding at the end of the

financial period ended on June 30, 2013.

Name Option-based Awards Share-based Awards

Number of

securities

underlying

unexercised

options

Option

exercise

price ($)

Option

expiration

date

Value of

unexercised

in-the-

money

options

($)

Number of

shares or

units of

shares that

have not

vested

Market or

payout value

of share-

based awards

that have not

vested ($)

Devinder 1,250,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil

Randhawa, 166,667 (1) $0.2985 Dec. 31, 2017 $58,603.45

Chairman and

CEO

Ross 1,250,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil McElroy, President and

153,333 (1) $0.2985 Dec. 31, 2017 $53,896.55

COO

Gregory 130,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil

Downey 125,000 (1) $0.4342 Dec. 30, 2015 $26,975.00

CFO 30,000 (1)

$0.4342 Jan. 12, 2017 $6,474.00

20,000 (1) $0.2985 Dec. 31, 2017 $7,030.00

Ray Ashley, 400,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil

VP

135,000 (1)

$0.4342

Dec. 30, 2015 $29,133.00

Exploration 75,000 (1) $0.4342 Jan. 12, 2017 $16,185.00

60,000 (1) $0.2985 Dec. 31, 2017 $21,090.00 (1)

These options were issued as a result of the Fission Energy Arrangement.

Value Vested or Earned During the Year

The following table sets forth, for each of the NEOs, the value of option-based awards and share-

based awards which vested or were earned during the financial period ended June 30, 2013.

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 ($)

Devinder Randhawa,

Chairman and CEO

Nil Nil Nil

Gregory Downey

CFO

Nil Nil Nil

Ross McElroy, President

and COO

Nil Nil Nil

Ray Ashley, VP

Exploration Nil Nil Nil

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Equity Compensation Plan Information

The following table sets forth the Company’s compensation plans under which equity securities are

authorized for issuance as at the end of the financial period ended June 30, 2013.

Plan Category Number of Securities to

be Issued upon Exercise

of Options, Warrants

and Rights

(as at June 30, 2013)

(a)

Weighted – Average

Exercise Price of

Outstanding Options,

Warrants and Rights

(as at June 30, 2013)

(b)

Number of Securities

Remaining Available for

Future Issuance Under Equity

Compensation Plans

(excluding securities

reflected in (a))

(as at June 30, 2013)

(c)

Equity Compensation

Plans Approved by

Securityholders

14,608,011 0.62 381,447

Equity Compensation

Plans Not Approved by

Securityholders

Nil Nil Nil

Total 14,608,011 0.62 381,447

Pension Plan Benefits

The Company does not have any deferred compensation plan, pension plan, profit sharing,

retirement or other plan that provides for payment or benefits at, following or in connection with

retirement.

Employment Agreements

Devinder Randhawa – Chief Executive Officer and Chairman

Effective July 5, 2013, the Company entered into an executive employment agreement (the

“Randhawa Agreement”) with Mr. Randhawa. The Company agreed to employ Mr. Randhawa in the

position of Chief Executive Officer and Chairman effective April 26, 2013. In consideration for his

service, Mr. Randhawa will be paid $260,000 per annum, subject to increase from time to time in

accordance the terms of the Randhawa Agreement and subject to the discretion of the Fission Board.

Mr. Randhawa is also eligible to participate in executive incentive bonus plans and the Fission Option

Plan.

Ross McElroy – Chief Operating Officer and President

Effective July 5, 2013, the Company entered into an executive employment agreement (the

“McElroy Agreement”) with Mr. McElroy. The Company agreed to employ Mr. McElroy in the

position of Chief Operating Officer and President effective April 26, 2013. In consideration for his

services, Mr. McElroy will be paid $250,000 per annum, subject to increase from time to time in

accordance the terms of McElroy Agreement and subject to the discretion of the Fission Board. Mr.

McElroy is also eligible to participate in executive incentive bonus plans and the Fission Option Plan.

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Termination and Change of Control Benefits

Pursuant to the Randhawa Agreement and McElroy Agreement, the Company has granted certain

change of control benefits to each of Mr. Randhawa and Mr. McElroy. In the event of a change of

control of the Company, Mr. Randhawa and Mr. McElroy have a right to terminate their respective

agreements by giving written notice to the Company within 60 days of becoming aware of the change of

control. In that event or if the Company terminates the employment of either Mr. Randhawa or Mr.

McElroy without cause within 60 days of the change of control, Mr. Randhawa and Mr. McElroy will be

entitled to the following:

(a) an amount equal to three times their respective base salary;

(b) any bonuses owing to Mr. Randhawa or Mr. McElroy immediately prior to his termination,

as applicable, and all stock options held immediately prior to such termination shall vest and

such stock options shall be exercisable by Mr. Randhawa or Mr. McElroy, as applicable, in

accordance with the terms of the Fission Option Plan; and

(c) the continuation of all other employee related benefits for a period of two years following the

date of the termination of the Randhawa Agreement or the McElroy Agreement, as applicable,

or, if such is not possible, the Company shall pay to Mr. Randhawa or Mr. McElroy, as

applicable, an amount sufficient to enable each of them to procure comparable benefits on a

private basis for such period.

For the purposes of the Randhawa Agreement and McElroy Agreement, a “change of control” shall

mean:

(a) at least 50% in fair-market value of all assets of the Company are sold;

(b) there is direct or indirect acquisition by a person or group of persons (excluding the employee

or any persons associated with the employee) acting jointly or in concert of voting securities

of the Company (as defined in the Securities Act, R.S.B.C 1996, c. 418 as the same may be

amended from time to time and any successor legislation thereto) that when taken together

with any voting securities owned directly or indirectly by such person or group of persons at the

time of the acquisition, constitute 50% or more of the outstanding voting securities of the

Company;

(c) a majority of the then-incumbent Board’s nominees for election to the Board of the Company

are not elected at any annual or special meeting of shareholders of the Company;

(d) a liquidation, dissolution or winding-up of the Company; or

(e) the amalgamation, merger or arrangement of the Company with or into another where the

shareholders of the Company immediately prior to the transaction will hold less than 51% of

the voting securities of the resulting entity upon completion of the transaction.

Director Compensation

During the financial period ended June 30, 2013, none of the directors of the Company were paid,

awarded or granted any compensation with respect to activities performed in their capacity as directors

except as noted below. Directors are eligible to participate in the Fission Option Plan. Directors are

also entitled to be reimbursed for expenses incurred by them in their capacity as directors. The

following table discloses the particulars of all amounts of compensation paid or granted to the Company’s

directors, other than those who are also NEOs, for the financial period ended June 30, 2013.

- 12 -

Director Compensation

Table

Name Fees

earned ($) Share-

based

awards

($)

Option-based

awards

($)

Non-equity

incentive plan

compensation

($)

Pension

value ($) All other

compensation

($)

Total

($)

Frank

Estergaard

11,500 Nil 31,551 Nil Nil Nil 43,051

William

Marsh

3,500 Nil 31,551 Nil Nil Nil 35,051

Jeremy

Ross

Nil Nil 31,551 Nil Nil Nil 31,551

Outstanding Option-Based and Share-Based Awards to Directors

The following table sets forth all outstanding awards held by each non-NEO director of the

Company as at the financial period ended June 30, 2013 under the Fission Option Plan, as awards

under the Fission Option Plan are considered "option-based awards" under applicable securities laws.

Name

Option-based Awards Share-based Awards

Number of

securities

underlying

unexercised

options

Option exercise

price ($)

Option

expiration date

Value of

unexercised in-

the-money

options

($)

Number of

shares or units

of shares that

have not vested

Market or

payout value

of share-based

awards that

have not

vested ($)

Frank 600,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil Estergaard 200,000 (1) $0.4342 Dec. 30, 2015 $43,160.00

75,000 (1) $0.4342 Jan. 12, 2017 $16,185.00

93,333 (1) $0.2985 Dec. 31, 2017 $32,806.55

William Marsh 600,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil

Jeremy Ross 600,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil

16,667 (1)

33,333 (1)

$0.4342

$0.2985

Apr. 25, 2014

Apr. 25, 2014

$3,596.74

$11,716.55

(1)

These options were issued as a result of the Fission Energy Arrangement.

- 13 -

Value Vested or Earned During the Year

The following table sets forth, for each non-NEO director of the Company, the value of option-based

awards and share-based awards which vested or were earned during the financial period ended June 30,

2013.

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 ($)

Frank Estergaard Nil Nil Nil

William Marsh Nil Nil Nil

Jeremy Ross Nil Nil Nil

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Fission was formed as the result of a court approved plan of arrangement between the predecessor

corporation Fission Energy Corp. (“Fission Energy”) and Denison Mines Corp. Fission established a $2

million loan facility for its officers, directors, employees and consultants to enable them to exercise

previously outstanding stock options of Fission Energy. As of the date the Circular, the loan facility has

been repaid in full.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Fission Board, the members of which are elected by

and are accountable to Fission’s shareholders, and takes into account the role of the individual members

of management who are appointed by the Fission Board and who are charged with the day-to-day

management of Fission. The Fission Board is committed to sound corporate governance practices, which

are both in the interest of its shareholders and contribute to effective and efficient decision making. The

following is a summary of Fission’s approach to corporate governance.

Board of Directors

National Instrument 52-110 – Audit Committees (“NI 52-110”) sets out the standard for director

independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material

relationship with Fission. A material relationship is a relationship which could, in the view of the Fission

Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-

110 also sets out certain situations where a director will automatically be considered to have a material

relationship with Fission. Applying the definition set out in NI 52-110, the following members of the

Fission Board are independent Frank Estergaard, William Marsh and Jeremy Ross. Devinder Randhawa

being the Chief Executive Officer and Ross McElroy being the President and Chief Operating Officer of

Fission are not independent.

The Fission Board as a whole has responsibility for developing Fission’s approach to: (i) financial

reporting and internal controls; (ii) issues relating to compensation of directors, officers and employees;

(iii) corporate governance issues and matters relating to nomination of directors; and (iv) administration

of timely and accurate disclosure, confidentiality and insider trading policy, certain of which

responsibilities are delegated to Fission’s Audit Committee (see “Board Committees” and “Audit

Committee” which follow).

- 14 -

The Fission Board is responsible for approving long-term strategic plans and annual operating plans and

budgets recommended by management. The Fission Board’s consideration and approval is also required

for material contracts and business transactions, and all debt and equity financing transactions. The

Fission Board delegates to management responsibility for meeting defined corporate objectives,

implementing approved strategic and operating plans, carrying on Fission’s business in the ordinary

course, managing Fission’s cash flow, evaluating new business opportunities, recruiting staff and

complying with applicable regulatory requirements. The Fission Board also looks to management to

furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating

plans.

The independent directors do not hold regularly scheduled meetings at which non-independent directors

and members of management are not in attendance. However, where deemed necessary by the

independent directors, the independent directors hold in-camera sessions exclusive of non-independent

directors and members of management, which process facilitates open and candid discussion amongst the

independent directors.

Other Directorships

Certain of the directors of Fission are also directors of other issuers that are “reporting issuers” as that

term is defined in and for the purposes of securities legislation, which positions are summarized as

follows: Name of

Director Other Reporting Issuer Market Position From To

Devinder

Randhawa

Azincourt Resources Inc. TSX-V Director May 2013 Present

Ballyliffin Capital Corp. TSX-V Director June 2006 Present

Boss Power Corp. TSX-V Director October 2013 Present

Fission 3.0 Corp. TSX-V Director September 2013 Present

Papuan Precious Metals Corp. TSX-V Director July 2006 Present

Toro Resources Corp. TSX-V Director January 2013 Present

Wolfpack Capital Corp. TSX-V Director October 2012 Present

Ross McElroy Boss Power Corp. TSX-V Director November 2013 Present

Fission 3.0 Corp. TSX-V Director September 2013 Present

Goldrush Resources Ltd. TSX-V Director November 2012 Present

Papuan Precious Metals Corp. TSX-V Director February 2011 Present

Wolfpack Capital Corp. TSX-V Director October 2012 Present

Frank

Estergaard

Fission 3.0 Corp. TSX-V Director September 2013 Present

William Marsh Ballyliffin Capital Corp. TSX-V Director June 2006 Present

Fission 3.0 Corp. TSX-V Director September 2013 Present

Wolfpack Capital Corp. TSX-V Director April 2013 Present

Jeremy Ross Fission 3.0 Corp. TSX-V Director September 2013 Present

Toro Resource Corp. TSX-V Director July 2013 Present

- 15 -

Orientation and Continuing Education

As it was only recently incorporated, Fission has not yet developed an official orientation or training

program for new directors, and this has not, to date, been necessary as the directors of Fission are familiar

with the role of a director of a publicly listed mineral resource company. However, going forward, new

directors will be provided the opportunity to become familiar with Fission by meeting with the other

directors and with officers and employees. Orientation activities will be tailored to the particular needs

and experience of each director and the overall needs of the Fission Board. Potential candidates will be

provided with publicly available materials in order to acquaint themselves with Fission, including recent

press releases, financial reports and other relevant materials.

The Fission Board encourages each of the directors to stay current on developing corporate governance

requirements through continuous improvement and education. Directors are routinely provided

information and publications on developing regulatory issues.

Ethical Business Conduct

It is anticipated that the Fission Board will adopt a Code of Business Ethics and Conduct (the “Code”)

applicable to all of its directors, officers and employees, including the Chief Executive Officer, the

President and Chief Operating Officer, the Chief Financial Officer and other persons performing financial

reporting functions. The Code will communicate to directors, officers and employees standards for

business conduct in the use of Fission company time, resources and assets, and will identify and clarify

proper conduct in areas of potential conflict of interest. Each director, officer and employee will be

provided with a copy of the Code and will be asked to sign an acknowledgement that the standards and

principles of the Code will be maintained at all times on Fission business. The Code is designed to deter

wrongdoing and promote: (a) honest and ethical conduct; (b) compliance with laws, rules and regulations;

(c) prompt internal reporting of Code violations; and (d) accountability for adherence to the Code.

Violations from standards established in the Code, and specifically under internal accounting controls, are

reported to the Chairperson of Fission’s Audit Committee and can be reported anonymously. Fission’s

Audit Committee will report to the Fission Board any reported violations at least quarterly, or more

frequently depending on the specifics of the reported violation.

Nomination of Directors

Fission Board members make up the Corporate Governance and Nominating Committee (the “CGNC”)

for the purpose of identifying new candidates for election to the Fission Board. The CGNC prepares a

shortlist of potential candidates through discussion with respected financial, legal and commercial

institutions and interviews the interested candidates. The key criteria include the following: (i)

professional background and related qualifications; (ii) industry experience and relevant professional

relationships; (iii) other board appointments; (iv) professional standing and reputation in the investment

and mining communities; (v) membership of industry committees and (vi) particular technical or financial

background depending on the mix of experience on the Fission Board at that time.

The Fission Board approves all director appointments.

Compensation

The Fission Board is responsible for approving compensation objectives and the specific compensation

programs for policies and practices of Fission. The Compensation Committee is responsible for

recommending, monitoring and reviewing compensation programs for senior executives. The Fission

Compensation Committee is currently comprised of the following three directors: William Marsh,

Devinder Randhawa, and Frank Estergaard. The Compensation Committee uses discretion and judgment

- 16 -

when determining compensation levels as they apply to a specific executive officer. Individual

compensation may be based on individual experience and performance or other criteria deemed important

by the Compensation Committee. In order to meet the Fission’s objectives, the Compensation Committee

is guided by:

providing executives with an equity-based incentive plan, namely a stock option plan;

aligning employee compensation with company corporate objectives; and

attracting and retaining highly qualified individuals in key positions.

For more information see “Executive Compensation”.

Board Committees

The Fission Board Committees consist of the Compensation Committee and CGNC (described above),

and the Fission Audit Committee comprised of Frank Estergaard (Chair), Devinder Randhawa and

William Marsh. A description of the authority, responsibilities, duties and function of the Fission Audit

Committee can be found under the heading “Audit Committee”, which follows.

Assessments

The Fission Board does not consider that formal assessments would be useful at this stage of Fission’s

development. The Fission Board, at least annually, will conduct informal assessments of the Fission

Board’s effectiveness, the individual directors and reports from each committee representing its own

effectiveness. As part of the amendments, the Fission Board or the individual committee may review their

respective mandate or charter and conduct reviews of applicable policies.

AUDIT COMMITTEE

Audit Committee Mandate

The Fission Audit Committee is ultimately responsible for the policies and practices relating to integrity

of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding

of corporate assets, reliability of information, and compliance with laws. It is anticipated that the Fission

Board will adopt an Audit Committee Mandate, substantially in the form attached hereto, mandating the

role of the Fission Audit Committee in supporting the Fission Board in meeting its responsibilities to its

shareholders.

Audit Committee Members

The Audit Committee will be comprised of at least three members, all of whom shall be Directors of

Fission. Whenever reasonably feasible a majority of the members of the audit committee should be

independent and shall have no direct or indirect material relationship with Fission. If less than a majority

of the Fission Board are independent, then a majority of the members of the audit committee may be

made of members that are not independent of Fission, provided that there is an exemption in the

applicable securities law, rule, regulation, policy or instrument (if any).

Relevant Education and Experience

All of the Fission Audit Committee members are experienced businessmen with experience in financial

matters; each has a broad understanding of accounting principles used to prepare financial statements and

varied experience as to general application of such accounting principles, as well as the internal controls

and procedures necessary for financial reporting, garnered from working in their individual fields of

endeavour. In addition, each of the members of the Fission Audit Committee has knowledge of the role of

- 17 -

an audit committee in the realm of reporting companies. Set out below is a description of the education

and experience of each member of the Fission Audit Committee that is relevant to the performance of her

or his responsibilities as an audit committee member.

Mr. Frank Estergaard Mr. Estergaard is a Chartered Accountant who retired as a Partner with KPMG in

2001. His career with KPMG spanned 38 years, providing audit, taxation and business

advice to clients in Vancouver, Vernon, Ottawa and Kelowna. He served a wide

variety of corporations in the forestry, mining, real estate and land development, high

technology, manufacturing, wholesale and retail industries. These companies ranged

from start-ups to mature enterprises with both domestic and world-wide operations. In

addition he served on the Management Committee and Partnership Board of KPMG.

Following his retirement from KPMG, Mr. Estergaard has served as a Director and

Chairman of the audit committee of Fission Energy Corp., Fission 3.0 Corp., QHR

Technologies Inc., the CFO of Metalex Ventures Ltd. and the CFO for a private

company, Rackforce Networks Inc. Mr. Estergaard was awarded a B.Com from the

University of British Columbia in 1963, was granted the designation of a Chartered

Accountant in British Columbia in 1965 and in Ontario in 1989.

Mr. Devinder Randhawa CEO, chairman and director of Fission and President of RD Capital Inc., a privately

held consulting firm providing venture capital and corporate finance services to

emerging companies in the resources and non-resource sectors both in Canada and the

US. Mr. Randhawa obtained an MBA in Finance from the University of British

Columbia in 1985.

Mr. William Marsh Mr. Marsh is an independent consultant providing drilling advice to both public and

private companies operating in Canada and internationally, including preparing and

administering project budgets. Mr. Marsh has served as a director and/or member of

the audit committee of several publicly traded companies, including Predator Capital

Inc., Wolf Capital Corp. and Ballyliffin Capital Corp. Previously Mr. Marsh

administered large-scale budgets while working for Chevron Canada Resources.

Pre-Approved Policies and Procedures for Non-Audit Services

Fission’s Audit Committee Mandate requires that management seek approval from the Fission Audit

Committee of all non-audit services to be provided to Fission or any of its subsidiaries by Fission’s

external auditor, prior to engaging the external auditor to perform those non-audit services.

External Auditor Service Fees

The fees billed to Fission by the Company’s auditor since its incorporation on February 13, 2013, by

category, are as follows:

Audit Fees Audit Related Fees Tax Fees All Other Fees

February 13, 2013 –

June 30, 2013

Nil Nil $39,572 $6,000

Reliance on Exemption

As Fission is an “IPO venture issuer” for purposes of applicable securities legislation, Fission is relying

on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 (Composition of the Audit

Committee) and Part 5 (Reporting Obligations).

- 18 -

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the

appointment of PricewaterhouseCoopers LLP, Chartered Accountants, of Vancouver, British Columbia,

as auditor of the Company to hold office until the close of the next annual general meeting of the

Company.

The management of the Company is not aware of any other matter to come before the Meeting other than

as set forth in the Notice of the Meeting. If any other matter properly comes before the Meeting, it is the

intention of the persons named in the enclosed Form of Proxy to vote the shares represented thereby in

accordance with their best judgment on such matter.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

STOCK OPTION PLAN

Under Policy 4.4 of the TSX Venture Exchange (the “Exchange”) governing stock options, all issuers are

required to adopt a stock option plan pursuant to which stock options may be granted (the “Plan”) and the

Plan must be approved by the Exchange and shareholders. The Plan is limited to not more than 10% of

the issued shares of the Company (subject to certain other limitations as set out in the Plan) at the time of

any granting of options (on a non-diluted basis). This is constituted as a “rolling” as opposed to a “fixed

number” plan.

Management of the Company believes that incentive stock options serve an important function in

furnishing directors, officers, employees and consultants (collectively the "Eligible Parties") of the

Company an opportunity to invest in the Company in a simple and effective manner and better aligning

the interests of the Eligible Parties with those of the Company and its shareholders through ownership of

shares in the Company.

Vesting and Exercise

The board will generally set vesting provisions it deems appropriate to encourage Eligible Parties to

remain aligned with the Company and may grant options conditionally upon the occurrence of certain

corporate events.

Options must be issued only on terms acceptable to the Exchange and the Plan complies with the

requirements of Exchange Policy 4.4 for Tier 2 issuers.

A copy of the Plan is available for review at the offices of the Company or the registered offices of the

Company, at Suite 700 – 595 Howe Street, Vancouver, BC, V6C 2T5 during normal business hours up to

and including the date of the Meeting.

“BE IT RESOLVED THAT, subject to regulatory approval:

1. the Company’s incentive stock option plan (the “Plan”) be and it is hereby approved;

2. the board of directors be authorized to grant options under and subject to the terms and conditions

of the Plan to a maximum number of options that may be granted under the Plan of 10% of the

issued common shares of the Company at the date, and

3. the directors and officers of the Company be authorized and directed to perform such acts and

deeds and things and execute all such documents, agreements and other writings as may be

required to give effect to the true intent of these resolutions.”

- 19 -

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Shareholders may

contact the Company to request copies of financial statements and MD&A at the following address:

FISSION URANIUM CORP.

Suite 700 – 1620 Dickson Avenue

Kelowna, BC Canada

V1Y 9Y2

CERTIFICATE

The content and sending of this information circular has been approved by the Company’s board of

directors.

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact

that is required to be stated or that is necessary to make a statement not misleading in the light of the

circumstances in which it was made.

Dated this 23rd day June, 2014

Ross McElroy, President

- 1 -

SCHEDULE “1”

FISSION URANIUM CORP.

AUDIT COMMITTEE MANDATE

1. INTRODUCTION

The Audit Committee (the “Committee” or the “Audit Committee”) of Fission Uranium Corp. (“Fission”

or the “Corporation”) is a committee of the Board of Directors (the “Board”). The Committee shall

oversee the accounting and financial reporting practices of the Corporation and the audits of the

Corporation’s financial statements and exercise the responsibilities and duties set out in this Mandate.

2. MEMBERSHIP

Number of Members

The Committee shall be composed of three or more members of the Board.

Independence of Members

Whenever reasonably feasible, members of the Audit Committee should be independent and shall have no

direct or indirect material relationship with the Corporation. If less than a majority of the Board are

independent, then a majority of the members of the Audit Committee may be made of members that are

not independent of the Corporation, provided that there is an exemption in the applicable securities law,

rule, regulation, policy or instrument (if any). “Independent” shall have the meaning, as the context

requires, given to it in National Instrument 52-110 Audit Committees, as may be amended from time to

time, subject to any exemptions or relief that may be granted from such requirements.

Chair

At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a

Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all

Audit Committee meetings, coordinate the Audit Committee’s compliance with this Mandate, work with

management to develop the Audit Committee’s annual work-plan and provide reports of the Audit

Committee to the Board.

Financial Literacy of Members

At the time of his or her appointment to the Committee, each member of the Committee shall have, or

shall acquire within a reasonable time following appointment to the Committee, the ability to read and

understand a set of financial statements that present a breadth and level of complexity of accounting

issues that are generally comparable to the breadth and complexity of the issues that can reasonably be

expected to be raised by the Corporation’s financial statements.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the

Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a

member of the Board. Unless a Chair is elected by the Board, the members of the Committee may

designate a Chair by majority vote of the full Committee membership.

3. MEETINGS

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is

present. A majority of members of the Committee shall constitute a quorum.

- 2 -

Calling of Meetings

The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, Chief

Executive Officer or the Chief Financial Officer may call a meeting of the Audit Committee by notifying

the Corporation’s Corporate Secretary who will notify the members of the Audit Committee. The Chair

shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the

members of the Audit Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in

sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the

Committee, the minutes shall be circulated to the members of the Board. However, the Chair may report

orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Audit Committee meeting. In addition,

the Committee may invite to a meeting any officers or employees of the Corporation, legal counsel,

advisors and other persons whose attendance it considers necessary or desirable in order to carry out its

responsibilities. At least once per year, the Committee shall meet with the internal auditor and

management in separate sessions to discuss any matters that the Committee or such individuals consider

appropriate.

Meetings without Management

The Committee shall hold unscheduled or regularly scheduled meetings, or portions of meetings, at which

management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the

same as those applicable to meetings of the Board.

Access to Management

The Committee shall have unrestricted access to the Corporation’s management and employees and the

books and records of the Corporation.

4. DUTIES AND RESPONSIBILITIES

The Committee shall have the functions and responsibilities set out below as well as any other functions

that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate

by applicable laws and regulations. In addition to these functions and responsibilities, the Committee

shall perform the duties required of an audit committee by any exchange upon which securities of the

Corporation are traded, or any governmental or regulatory body exercising authority over the

Corporation, as are in effect from time to time (collectively, the “Applicable Requirements”).

Financial Reports

(a) General

The Audit Committee is responsible for overseeing the Corporation’s financial statements and financial

disclosures. Management is responsible for the preparation, presentation and integrity of the

Corporation’s financial statements and financial disclosures and for the appropriateness of the accounting

principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the

Corporation’s annual consolidated financial statements and for reviewing the Corporation’s unaudited

interim financial statements.

- 3 -

(b) Review of Annual Financial Reports

The Audit Committee shall review the annual consolidated audited financial statements of the

Corporation, the auditors’ report thereon and the related management’s discussion and analysis of the

Corporation’s financial condition and results of operation (“MD&A”). After completing its review, if

advisable, the Audit Committee shall approve and recommend for Board approval the annual financial

statements and the related MD&A.

(c) Review of Interim Financial Reports

The Audit Committee shall review the interim consolidated financial statements of the Corporation, and

the related MD&A. After completing its review, if advisable, the Audit Committee shall approve and

recommend for Board approval the interim financial statements and the related MD&A.

(d) Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Audit

Committee shall:

(i) meet with management and the auditors to discuss the financial statements and

MD&A;

(ii) review the disclosures in the financial statements;

(iii) review the audit report prepared by the auditors;

(iv) discuss with management and/or the auditors, as requested, any litigation claim or

other contingency that could have a material effect on the financial statements;

(v) review the accounting policies followed and critical accounting and other significant

estimates and judgements underlying the financial statements as presented by

management;

(vi) review any material effects of regulatory accounting initiatives or off-balance sheet

structures on the financial statements as presented by management, including

requirements relating to complex or unusual transactions, significant changes to

accounting principles and alternative treatments under Canadian GAAP;

(vii) review any material changes in accounting policies and any significant changes in

accounting practices and their impact on the financial statements as presented by

management;

(viii) review management’s report on the effectiveness of internal controls over financial

reporting;

(ix) review the factors identified by management as factors that may affect future

financial results; and

(x) review any other matters, related to the financial statements, that are brought

forward by the auditors, management or which are required to be communicated to

the Audit Committee under accounting policies, auditing standards or Applicable

Requirements.

- 4 -

(e) Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval

financial disclosure in a prospectus or other securities offering document of the Corporation, press

releases disclosing, or based upon, financial results of the Corporation and any other material financial

disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly

disseminated.

Auditors

(a) General

The Audit Committee shall be responsible for oversight of the work of the auditors, including the

auditors’ work in preparing or issuing an audit report, performing other audit, review or attest services or

any other related work.

(b) Nomination and Compensation

The Audit Committee shall review and, if advisable, select and recommend for Board approval the

external auditors to be nominated and the compensation of such external auditor. The Audit Committee

shall have ultimate authority to approve all audit engagement terms and fees, including the auditors’ audit

plan.

(c) Resolution of Disagreements

The Audit Committee shall resolve any disagreements between management and the auditors as to

financial reporting matters brought to its attention.

(d) Discussions with Auditors

At least annually, the Audit Committee shall discuss with the auditors such matters as are required by

applicable auditing standards to be discussed by the auditors with the Audit Committee.

(e) Audit Plan

At least annually, the Audit Committee shall review a summary of the auditors’ annual audit plan. The

Audit Committee shall consider and review with the auditors any material changes to the scope of the

plan.

(f) Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Audit

Committee shall obtain from the auditors a formal written statement describing all relationships between

the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that

may affect the objectivity and independence of the auditors; and obtain written confirmation from the

auditors that they are objective and independent within the meaning of the applicable Rules of

Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants

to which the auditors belong and other Applicable Requirements. The Audit Committee shall take

appropriate action to oversee the independence of the auditors.

(g) Evaluation and Rotation of Lead Partner

At least annually, the Audit Committee shall review the qualifications and performance of the lead

partner(s) of the auditors and determine whether it is appropriate to adopt or continue a policy of rotating

lead partners of the external auditors.

- 5 -

(h) Requirement for Pre-Approval of Non-Audit Services

The Audit Committee shall approve in advance any retainer of the auditors to perform any non-audit

service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board

approved policies and procedures. The Audit Committee may delegate pre-approval authority to a

member of the Audit Committee. The decisions of any member of the Audit Committee to whom this

authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit

Committee meeting.

(i) Approval of Hiring Policies

The Audit Committee shall review and approve the Corporation’s hiring policies regarding partners,

employees and former partners and employees of the present and former external auditors of the

Corporation.

(j) Financial Executives

The Committee shall review and discuss with management the appointment of key financial executives

and recommend qualified candidates to the Board, as appropriate.

Internal Controls

(a) General

The Audit Committee shall review the Corporation’s system of internal controls.

(b) Establishment, Review and Approval

The Audit Committee shall require management to implement and maintain appropriate systems of

internal controls in accordance with Applicable Requirements, including internal controls over financial

reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the

Audit Committee shall consider and review with management and the auditors:

(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the

Corporation’s internal controls (including computerized information system controls

and security); the overall control environment for managing business risks; and

accounting, financial and disclosure controls (including, without limitation, controls

over financial reporting), non-financial controls, and legal and regulatory controls

and the impact of any identified weaknesses in internal controls on management’s

conclusions;

(ii) any significant changes in internal controls over financial reporting that are

disclosed, or considered for disclosure, including those in the Corporation’s periodic

regulatory filings;

(iii) any material issues raised by any inquiry or investigation by the Corporation’s

regulators;

(iv) the Corporation’s fraud prevention and detection program, including deficiencies in

internal controls that may impact the integrity of financial information, or may

expose the Corporation to other significant internal or external fraud losses and the

extent of those losses and any disciplinary action in respect of fraud taken against

management or other employees who have a significant role in financial reporting;

and

(v) any related significant issues and recommendations of the auditors together with

management’s responses thereto, including the timetable for implementation of

recommendations to correct weaknesses in internal controls over financial reporting

and disclosure controls.

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Compliance with Legal and Regulatory Requirements

The Audit Committee shall review reports from the Corporation’s Corporate Secretary and other

management members on: legal or compliance matters that may have a material impact on the

Corporation; the effectiveness of the Corporation’s compliance policies; and any material

communications received from regulators. The Audit Committee shall review management’s evaluation

of and representations relating to compliance with specific applicable law and guidance, and

management’s plans to remediate any deficiencies identified.

Audit Committee Hotline Whistleblower Procedures

The Audit Committee shall establish procedures for (a) the receipt, retention, and treatment of complaints

received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding

questionable accounting or auditing matters. Any such complaints or concerns that are received shall be

reviewed by the Audit Committee and, if the Audit Committee determines that the matter requires further

investigation, it will direct the Chair of the Audit Committee to engage outside advisors, as necessary or

appropriate, to investigate the matter and will work with management and the general counsel to reach a

satisfactory conclusion.

Audit Committee Disclosure

The Audit Committee shall prepare, review and approve any audit committee disclosures required by

Applicable Requirements in the Corporation’s disclosure documents.

Delegation

The Audit Committee may, to the extent permissible by Applicable Requirements, designate a sub-

committee to review any matter within this mandate as the Audit Committee deems appropriate.

5. NO RIGHTS CREATED

This Mandate is a statement of broad policies and is intended as a component of the flexible governance

framework within which the Audit Committee, functions. While it should be interpreted in the context of

all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s By-

laws, it is not intended to establish any legally binding obligations.

6. MANDATE REVIEW

The Committee shall review and update this Mandate annually and present it to the Board for approval.