management information circular 2016 annual meeting of...

Management Information Circular

2016 Annual Meeting of Shareholders of

TMAC Resources Inc.

June 21, 2016

Building Canada’s Next Gold Mining District

TMAC RESOURCES INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the “Meeting”) of TMAC

Resources Inc. (“TMAC” or the “Company”) will be held at The Hockey Hall of Fame, 30 Yonge

Street, Toronto, Ontario on June 21, 2016 at 4:30 pm Eastern Time (“ET”), for the following purposes:

1. to receive the audited financial statements of TMAC for the year ended December 31,

2015 and the report of the auditors thereon;

2. to elect directors of TMAC for the ensuing year;

3. to appoint KPMG LLP, Chartered Accountants, (“KPMG”) as auditors of TMAC for the

ensuing year and to authorize the directors to fix their remuneration; and

4. to transact such other business as may properly come before the Meeting or any

adjournment or postponement thereof.

This notice is accompanied by a management information circular (the “Circular”), a form of

proxy, and a supplemental mailing list and consent for electronic delivery return card (collectively,

the “Meeting Materials”). For those shareholders who did not request to receive a copy of the

Company’s audited financial statements, a copy is available upon request to the Company and

can also be found on the Company’s website at www.tmacresources.com or on SEDAR at

www.sedar.com.

This year, as described in the notice and access notification mailed to shareholders of the

Company, the Company has decided to deliver the Meeting Materials to all registered and non-

registered shareholders by posting it to the website found at www.envisionreports.com/TZMQ2016.

The use of this alternative means of delivery is more environmentally friendly as it will help reduce

paper use and it will also reduce the Company’s printing and mailing costs. The Meeting Materials

will also be available on SEDAR at www.sedar.com. The Company pays the cost of delivery of

proxy materials for all registered and non-registered shareholders.

Shareholders may request copies of the Meeting Materials at no cost by calling toll-free at 1-866-

962-0498; or, if outside of North America, by calling 514-982-8716, up to the date of the Meeting

or any adjournment thereof, or thereafter by contacting the Company at 416-628-0628.

If you would like more information about the “notice-and-access” rules, please contact

Computershare Investor Services Inc., the Company’s registrar and transfer agent, toll-free at 1-

866-964-0492.

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and

return the form of proxy.

The board of directors of the Company (the “Board”) has by resolution fixed the close of business

on May 9, 2016 as the record date, being the date for the determination of the registered holders

of common shares entitled to notice of and to vote at the Meeting and any adjournment or

adjournments thereof.

The Board, by resolution, has fixed 5:00 p.m. (Eastern Time) on June 17, 2016, or 2 business days

(excluding Saturdays, Sundays and holidays) before any adjournment or adjournments, as the

time by which proxies to be used or acted upon at the Meeting or any adjournment or

adjournments thereof shall be deposited with the Company’s transfer agent, Computershare Trust

Company of Canada, in accordance with the instructions set forth in the accompanying Circular

and in the form of proxy. Late proxies may be accepted or rejected by the Chairman of the

Meeting in his discretion, and the Chairman is under no obligation to accept or reject any

particular late proxy.

DATED at Toronto, Ontario this 12th day of May, 2016.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “A. Terrance MacGibbon”

A. Terrance MacGibbon

Executive Chairman

TMAC RESOURCES INC. MANAGEMENT INFORMATION CIRCULAR 2016

TABLE OF CONTENTS

INTRODUCTION .................................................................................................................................................. 1

DATE, TIME AND PLACE .................................................................................................................................... 1

RECORD DATE.................................................................................................................................................. 1

DEFINED TERMS ................................................................................................................................................... 1

NOTICE AND ACCESS ....................................................................................................................................... 1

PROXY INFORMATION ....................................................................................................................................... 2

SOLICITATION OF PROXIES .................................................................................................................................. 2

APPOINTMENT AND REVOCATION OF PROXIES ................................................................................................... 2

VOTING BY REGISTERED TMAC SHAREHOLDERS ................................................................................................. 3

VOTING BY NON-REGISTERED TMAC SHAREHOLDERS ........................................................................................ 3

QUORUM ......................................................................................................................................................... 4

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .......................................................................... 4

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ...................................................................................... 4

BUSINESS OF THE MEETING ................................................................................................................................ 5

1. FINANCIAL STATEMENTS ................................................................................................................................ 5

2. ELECTION OF DIRECTORS .............................................................................................................................. 5

3. APPOINTMENT OF AUDITORS ......................................................................................................................... 8

4. OTHER BUSINESS .......................................................................................................................................... 9

CORPORATE GOVERNANCE ........................................................................................................................... 9

BOARD MEETINGS ............................................................................................................................................ 9

IN CAMERA MEETINGS OF INDEPENDENT DIRECTORS .......................................................................................... 9

BOARD MANDATE ............................................................................................................................................ 9

BOARD COMMITTEES ...................................................................................................................................... 10

BOARD SUCCESSION AND SKILLS MATRIX ......................................................................................................... 13

ORIENTATION AND CONTINUING EDUCATION ................................................................................................... 14

DIVERSITY ....................................................................................................................................................... 14

POSITION DESCRIPTIONS .................................................................................................................................. 14

ETHICAL BUSINESS CONDUCT .......................................................................................................................... 15

DISCLOSURE COMMITTEE ................................................................................................................................ 15

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................................................................... 15

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE AND INDEMNIFICATION.......................................................... 16

COMPENSATION DISCUSSION AND ANALYSIS ............................................................................................ 16

EXECUTIVE SUMMARY ...................................................................................................................................... 16

COMPENSATION GOVERNANCE ..................................................................................................................... 16

COMPENSATION COMPARATOR GROUP ......................................................................................................... 19

SHARE OWNERSHIP POLICY ............................................................................................................................. 19

DIRECTOR COMPENSATION ............................................................................................................................. 20

INCENTIVE PLAN AWARDS FOR DIRECTORS ....................................................................................................... 22

EXECUTIVE COMPENSATION ............................................................................................................................ 23

TMAC RESOURCES INC. MANAGEMENT INFORMATION CIRCULAR 2016

ELEMENTS OF EXECUTIVE TOTAL REWARDS ........................................................................................................ 24

SUMMARY COMPENSATION TABLE ................................................................................................................... 30

INCENTIVE PLAN AWARDS FOR NEOS .............................................................................................................. 31

POTENTIAL TERMINATION AND CHANGE OF CONTROL PAYMENTS ..................................................................... 34

OTHER INFORMATION ..................................................................................................................................... 35

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................................................... 35

DIRECTORS’ APPROVAL .................................................................................................................................. 36

SCHEDULE A GLOSSARY OF DEFINED TERMS ............................................................................................ A-1 SCHEDULE B .................................................................................................................................................... B-1 MANDATE OF THE BOARD OF DIRECTORS ................................................................................................. B-1

TMAC RESOURCES INC. MANAGEMENT INFORMATION CIRCULAR 2016 1

TMAC RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

TMAC Resources Inc. (“TMAC” or the “Company”) has not authorized any person to give any

information or to make any representation in connection with matters to be considered at the

annual meeting of shareholders other than those contained in this management information

circular (the “Circular”). If any such information or representation is given or made to you, you

should not rely on it as having been authorized or as being accurate. For the avoidance of doubt,

to the extent that any information provided on TMAC’s website is inconsistent with this Circular,

you should rely on the information provided in this Circular.

TMAC Shareholders should not construe the contents of this Circular as legal, tax or financial

advice and should consult with their own legal, tax, financial or other professional advisors.

Unless otherwise stated, the information contained in this Circular is as of May12, 2016. In this

Circular, all dollar amounts referenced, unless otherwise indicated, are expressed in Canadian

dollars.

DATE, TIME AND PLACE

This Circular is furnished in connection with the solicitation of proxies for use at the annual meeting

of shareholders of the Company to be held on Tuesday, June 21, 2016 at 4:30 p.m. (ET) (the

“Meeting”) at the Hockey Hall of Fame, Brookfield Place, 30 Yonge Street, Toronto, Ontario and at

any adjournments thereof for the purposes set out in the notice of meeting (the “Notice”).

References in this Circular to the Meeting include any adjournment(s) thereof.

RECORD DATE

The board of directors (the “Board”) of the Company has fixed the record date for determining

the TMAC Shareholders entitled to receive notice of, and to vote at, the Meeting is the close of

business on May 9, 2016. Only TMAC Shareholders whose names have been entered in the register

of holders of the common shares of the Company (the “Common Shares”) as of the close of

business (ET) on that date are entitled to receive notice of, and to vote at, the Meeting.

DEFINED TERMS

In this Circular, we, us, our, and TMAC and the Company refer to TMAC Resources Inc. and you,

your, TMAC Shareholder and Shareholder(s) refer to the registered shareholders of TMAC.

This Circular contains defined terms. For a list of the defined terms used herein and the meanings

ascribed to them, see Schedule A to this Circular.

NOTICE AND ACCESS

As a result of recent regulatory amendments to securities laws governing the delivery of proxy-

related materials, public companies are now permitted to advise their shareholders of the

availability of the Circular on an easily-accessible website, rather than mailing physical copies.

The use of this alternative means of delivery is more environmentally friendly as it will help reduce


paper use and the Company’s carbon footprint, and it will also reduce the Company’s printing

and mailing costs. The Company has therefore decided to deliver this Circular to Shareholders by

posting it on the website found at www.envisionreports.com/TZMQ2016. This Circular and related

meeting materials will also be available on SEDAR at www.sedar.com. All Shareholders will also

receive a notice and access notification which will contain information on how to obtain

electronic and paper copies of this Circular in advance of the Meeting.

Shareholders who wish to receive paper copies of this Circular may request copies at no cost by

calling toll-free at 1-866-962-0498; or, if outside of North America, by calling 514-982-8716, up to

the date of the Meeting or any adjournment thereof, or thereafter by contacting the Company

at 416-628-0216.

Requests for paper copies must be received by June 11, 2016, or at least ten days in advance of

any date the Meeting is adjourned to, in order to receive this Circular in advance of the proxy

deposit deadline (being 5:00 p.m. (ET) on June 17, 2016, or two days prior to any adjourned

Meeting date). This Circular will be sent to such Shareholders within three business days of their

request, if such requests are made within the foregoing timeframe. If you would like more

information about the “notice-and-access” rules, please contact Computershare Investor

Services Inc., the Company’s registrar and transfer agent, toll-free at 1-866-964-0492.

PROXY INFORMATION

SOLICITATION OF PROXIES

The enclosed proxy (the “Proxy”) is being solicited by the management and directors of the

Company. This solicitation of Proxies will be done primarily by mail but Proxies may also be solicited

personally, by facsimile or by telephone by officers, directors or employees of the Company for

which no additional compensation will be paid. The cost of the solicitation will be borne by the

Company. TMAC may also retain, and pay a fee to, one or more professional proxy solicitation

firms to solicit Proxies from Shareholders of the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of Proxy are directors and/or officers of the

Company. A registered shareholder has the right to appoint a person (who need not be a

shareholder), other than the persons designated in the enclosed Proxy and may exercise this right

by inserting that person’s name in the blank space provided on the Proxy and deleting the names

printed thereon, sign and date the Proxy. To be effective, duly completed Proxies must be

deposited at the office of the Company’s registrar and transfer agent, Computershare Investor

Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 no later

than 5:00 p.m. (ET) on Friday, June 17, 2016, or two business days before the date of any

adjournment of the Meeting. Late Proxies may be accepted or rejected by the Chairman of the

Meeting in his discretion, and the Chairman is under no obligation to accept or reject any

particular late Proxy.

A Shareholder executing the enclosed Proxy has the right to revoke the Proxy by instrument in

writing, including another completed Proxy, executed by the shareholder or his or her agent duly

authorized in writing or, if the shareholder is a company, by an officer thereof duly authorized in

writing, and deposited with Computershare Investor Services Inc., Proxy Department, 100 University

Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 at any time up to and including the last business day

preceding the day of the Meeting or any adjournment thereof, or with the Chairman of the


Meeting on the day of the Meeting. A Proxy may also be revoked or in any other manner

permitted by law.

Non-registered shareholders must contact their broker, other agent or intermediary in order to

revoke their voting instructions.

VOTING BY REGISTERED TMAC SHAREHOLDERS

All holders of record of Common Shares are entitled either to attend in person and vote thereat

the Common Shares held by them or to attend and vote at the Meeting the Common Shares held

by them by providing a valid Proxy to an individual who can attend in accordance with

applicable law.

The Common Shares represented by Proxies solicited by management of the Company pursuant

to this Circular will be voted or withheld in accordance with the instructions of the shareholder

contained therein. In the absence of specific direction on any matter referred to in the Proxy, the

Proxy will confer discretionary authority and such Common Shares will be voted FOR all matters

set out in the Notice. The enclosed Proxy also confers discretionary authority upon the persons

named therein to vote with respect to any amendments or variations to the matters identified in

the Notice and with respect to any other matters which may properly come before the Meeting

in such manner as the nominee in his judgment may determine. At the date hereof, management

of the Company knows of no such amendments, variations or other matters to come before the

Meeting.

VOTING BY NON-REGISTERED TMAC SHAREHOLDERS

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 Common

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 Common Shares. More

particularly, a person is not a registered shareholder in respect of Common Shares which are held

on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the

name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect

of the Common Shares (Intermediaries include, among others, banks, trust companies, securities

dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, and similar

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

Limited, of which the Intermediary is a participant).

In accordance with applicable securities law requirements, the Company will have distributed

copies of the notice and access notification, a voting instruction form and the supplemental

mailing list and consent for electronic delivery return card (collectively, the “Mailed Materials”),

and posted this Circular and the accompanying Notice of Annual Meeting on the website found

at www.envisionreports.com/TZMQ2016. The documents that you receive, and who you receive

them from, will vary depending upon whether you are a “non-objecting beneficial owner” (a

“NOBO”), which means you have provided instructions to your intermediary that you do not object

to the intermediary disclosing beneficial ownership information about you to the Company for

certain purposes, or an “objecting beneficial owner” (an “OBO”), which means that you have

provided instructions to your intermediary that you object to the intermediary disclosing such

beneficial ownership information.

NON-OBJECTING BENEFICIAL OWNERS

http://www.envisionreports.com/TZMQ2016


If you are a NOBO, a request for voting instructions, or voting instruction form (a “VIF”), from the

Company or its agent is included with the Mailed Materials. The Corporation or its agent has sent

the Mailed Materials directly to you. Your name and address and information about your holdings

of Common Shares have been obtained in accordance with applicable securities regulatory

requirements from the intermediary holding Common Shares on your behalf. By choosing to send

these materials to you directly, the Company has assumed responsibility for (i) delivering these

materials to you, and (ii) executing your proper voting instructions. Please return your voting

instructions as specified in the request for voting instructions. If you wish to attend the Meeting and

vote in person, write your name in the place provided for that purpose in the VIF provided to you

and we will deposit it with our transfer agent. If you do not intend to attend the Meeting or have

an appointee do so on your behalf but you wish your shares to be voted, please complete and

return the information requested in the VIF to provide your specific voting instructions. Otherwise

your Common Shares will not be voted.

OBJECTING BENEFICIAL OWNERS

If you are an OBO, you should receive or have already received from your intermediary either a

request for voting instructions or a Proxy form. The Company intends to pay for Intermediaries to

deliver the Mailed Materials to OBOs. Intermediaries have their own mailing procedures and

provide their own instructions. These procedures may allow providing voting instructions by

telephone, on the Internet, by mail or by fax. If you wish to vote in person at the Meeting you

should follow the procedure in the directions and instructions provided by or on behalf of your

Intermediary.

All references to shareholders in the Circular and the Proxy and the Notice are to registered

shareholders unless specifically stated otherwise.

QUORUM

A quorum for the transaction of business at the Meeting is two persons present in person or by

proxy holding or representing in the aggregate not less than 33% of the outstanding Common

Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the knowledge of TMAC, other than as disclosed elsewhere in this Circular, no (a) director or

officer of TMAC who has held such position at any time since January 1, 2015, (b) proposed

nominee for election as a director of TMAC, or (c) associate or affiliate of a person referred to in

(a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities

or otherwise, in any matter to be acted upon at the Meeting other than the election of directors

or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of May 9, 2016, 78,448,243 Common Shares were issued and outstanding. Each Common Share

entitles the holder thereof to one vote on all matters to be acted upon at the Meeting. The record

date for determining the TMAC Shareholders entitled to receive notice of, and to vote at, the

Meeting is the close of business on May 9, 2016. Only TMAC Shareholders whose names have been

entered in the register of holders of Common Shares as of the close of business (ET) on that date

are entitled to receive notice of, and to vote at, the Meeting.

To the knowledge of the directors and officers of TMAC, as of May 9, 2016, there were no persons

or companies who beneficially owned, or exercised control or direction over, directly or indirectly,


voting securities of TMAC carrying 10% or more of the voting rights attached to the voting securities

of TMAC, other than Resource Capital Fund VI L.P. (“RCF”) and Newmont Mining Corporation

(collectively with subsidiaries “Newmont”):

Name

Number of Common Shares

beneficially owned, or controlled or

directed, directly or indirectly

Percentage of Common Shares

issued and outstanding

RCF 27,769,324 35.4%

Newmont 23,042,978 29.4%

BUSINESS OF THE MEETING

At the Meeting of TMAC Shareholders, TMAC Shareholders will be asked to consider and, if

applicable, vote upon the following matters:

1. the audited financial statements of TMAC for the year ended December 31, 2015;

2. the election of directors of TMAC for the ensuing year;

3. the appointment of KPMG LLP, Chartered Accountants, (“KPMG”) as auditors of TMAC for

the ensuing year and to authorize the directors to fix their remuneration; and

4. such other business as may properly come before the Meeting or any adjournment or

postponement thereof.

1. FINANCIAL STATEMENTS

TMAC’s audited financial statements for the year ended December 31, 2015 and the report of the

auditors thereon will be placed before the Meeting.

2. ELECTION OF DIRECTORS

The Board presently consists of ten directors and ten directors will be proposed for election at the

Meeting for the ensuing year. The term of office for each of TMAC’s present directors expires at

the close of the Meeting. Each director elected at the Meeting will hold office until the close of

the next annual meeting of TMAC Shareholders unless his or her office is earlier vacated.

As a result of Newmont’s shareholding, Newmont was granted the right to nominate one director

to the Board as long as it owns between 10% and 20% of the outstanding Common Shares and to

nominate an additional director if it owns 20% or more of the outstanding Common Shares.

Newmont’s nominees to the Board are Randy Engel and David Faley, each of whom was initially

appointed to the Board effective March 12, 2013. Mr. Faley has retired from Newmont and the

Board has determined that Mr. Faley is independent based upon the test in NI 52-110. As a result

of RCF’s investment in April 2014, RCF was granted the right to nominate one director to the Board

as long as it owns between 10% and 30% of the outstanding Common Shares and to nominate an

additional director, who must be an independent director based upon the test for director

independence in NI 52-110, if it owns 30% or more of the outstanding Common Shares. RCF’s

nominees to the Board are Russ Cranswick, who was appointed to the Board effective April 28,

2014 and João Carrêlo, who was first elected on June 25, 2015. The Board has determined that

Mr. Carrêlo is independent based upon the test in NI 52-110.


The Board has adopted a policy which requires that any nominee who receives a greater number

of votes “withheld” from his or her election than votes “for” such election, promptly tender his or

her resignation to the Board, to be effective upon acceptance by the Board. The Corporate

Governance and Nominating Committee will review the circumstances of the election and make

a recommendation to the Board as to whether or not to accept the tendered resignation. The

Board will accept the resignation in the absence of exceptional circumstances. The Board must

determine whether or not to accept the tendered resignation within 90 days of the election.

Following the Board’s decision on the resignation, the Board will publicly disclose whether it has

accepted the applicable director’s resignation, including the reasons for rejecting the resignation,

if applicable. Subject to any corporate law restrictions, the Board may fill any resulting vacancy

through the appointment of a new director. The nominee in question may not participate in any

committee or Board votes concerning his or her resignation. This policy does not apply in

circumstances involving contested director elections.

ABOUT THE BOARD OF DIRECTORS

The Board currently consists of ten directors, six of whom have been determined by the Board to

be independent based upon the test for director independence in NI 52-110. Andrew Adams,

Leona Aglukkaq, João Carrêlo, Frank Davis, David Faley and John Lydall are the independent

directors. Terry MacGibbon is the Executive Chairman of TMAC and Catharine Farrow is the Chief

Executive Officer of TMAC, and are not independent as a result. Randy Engel and Russ Cranswick

are nominees of significant TMAC Shareholders and are not considered by the Board to be

independent due to their employment by or other affiliation with such significant TMAC

Shareholders. While João Carrêlo is RCF’s second nominee to the Board and David Faley is

Newmont’s second nominee to the Board, they have been determined by the Board to be

independent and will, if elected at the Meeting, maintain the number of independent directors

on the Board at six.

Terry MacGibbon is the Executive Chairman of the Board and is primarily responsible for the

management and effective performance of the Board and provides leadership to the Board by:

(i) leading, managing and organizing the Board consistent with the approach to corporate

governance established by the Board; (ii) promoting cohesiveness among the directors; (iii) being

satisfied that the responsibilities of the Board and the committees of the Board are well understood

by the Board; (iv) assisting the Board in ensuring the integrity of the officers of TMAC and that such

officers create a culture of integrity throughout TMAC; (v) together with the Chair of the Corporate

Governance and Nominating Committee, reviewing the committees of the Board, the Chairs of

such committees and the mandates of such committees; and (vi) together with the Chair of the

Corporate Governance and Nominating Committee, ensuring that the Board, the committees of

the Board, individual directors and the officers of TMAC understand and discharge their respective

obligations consistent with the approach to corporate governance established by the Board.

As the Executive Chairman is not an independent director, the Board has appointed John Lydall

as the Lead Director. The Lead Director facilitates the functioning of the Board independently of

TMAC’s management and, together with the Chair of the Corporate Governance and

Nominating Committee, maintains and enhances the approach to corporate governance of

TMAC as established by the Board from time to time by: (i) in the absence of the Executive

Chairman, acting as chair of meetings of the Board; (ii) ensuring that all matters required to be

considered by the Board are presented to the Board; (iii) mentoring and counseling new members

of the Board to assist them in becoming active and effective directors; (iv) facilitating the process

of conducting director evaluations; (v) promoting best practices and high standards of corporate

governance; and (vi) presiding over in-camera sessions of the Board.


NOMINEE INFORMATION

The Board has approved the nomination of the individuals named below for election as directors.

The following profiles set forth information about each director nominee. Each nominee has also

been involved in the mining or natural resources sector as part of management, as a director, as

an advisor, or as a regulator of the natural resources industry and has the skills and experience

that are important in fulfilling a director’s responsibilities as a member of the Board.

The Board unanimously recommends that the TMAC Shareholders vote FOR the election of each

of the following nominees as directors of TMAC.

Andrew B. Adams

Ontario, Canada

Chartered Accountant (United Kingdom)

Bachelor of Social Sciences (Accounting and Statistics)

Principal Occupation Andrew Adams is a corporate director and has over 30

years of international financial experience in extractive

industries. He served as Chief Financial Officer of Aber

Diamond Corporation from 1999 to 2003 and Chief

Financial Officer of Anglo Gold North America from 1995

to 1999. From 2004 onwards, he has served as an

independent, non-executive director on several

Canadian mineral resource companies. Currently he

serves as an independent, non-executive director of First

Quantum Minerals Ltd. (“First Quantum”) and Torex Gold

Resources Inc. (“Torex”). He is the audit committee chair

for both companies as well as a member of the

compensation committee and the finance committee for

First Quantum and the corporate governance and

nominating committee for Torex. Mr. Adams obtained his

Bachelor of Social Sciences (Accounting and Statistics)

from Southampton University and then qualified as a

Chartered Accountant in the United Kingdom in 1981.

Professional Corporate Director

Board Details Director since March 12, 2013

Independent

Key Areas of Expertise / Experience General Experience

Financial Reporting

Senior Management Experience

Compensation / Human Resources

Board and Governance

Corporate Finance

Mining Operations

Other Public Board Memberships First Quantum Torex

Board and Committees 2015 Attendance Board 10 of 11* Audit (Chair) 4 of 4

Compensation 4 of 4 Corporate Governance and Nominating 2 of 2

Common Shares Held (#) Market Value at Risk 85,000 $510,000.00

*Short notice meeting of Board that conflicted with a previously scheduled Audit Committee meeting of First Quantum.

Leona Aglukkaq

Quebec, Canada

University of Manitoba — Human Resources

Public and Business Administration Diploma Arctic College

1989

Principal Occupation Leona Aglukkaq is a highly experienced politician and

government administrator from the Kitikmeot Region of

Nunavut. She was first elected as a Member of Parliament

in 2008 and, in 2009, became the first Inuk in Canadian

history to be appointed to Cabinet (as Minister of Health).

In addition to her Federal government experience, Ms.

Aglukkaq has broad public government exposure,

including international diplomatic experience as a Chair

of the Arctic Council (2012-2015), a leading

intergovernmental forum promoting cooperation,

coordination and interaction among the Arctic states,

Arctic Indigenous communities and other Arctic

inhabitants on common Arctic issues, in particular on issues


Board Details Director since February 25, 2016

Independent

Key Areas of Expertise / Experience Senior Management Experience


Sustainability


Financial Reporting


Communications of sustainable development and environmental

protection in the Arctic. Ms. Aglukkaq also has territorial

government experience as both an elected official and a

public official in the governments of Nunavut and the

Northwest Territories, and in Institutions of Public

Government (as defined by the Nunavut Land Claims

Agreement), as a Member of Nunavut Impact Review

Board (“NIRB”).

Legal

Other Public Board Memberships

None

Board and Committees 2015 Attendance Board N/A Compensation Committee

Common Shares Held (#) Market Value at Risk Nil Nil

João P. S. Carrêlo

La Paz, Bolivia

Master of Business Administration

Bachelor of Science (Mining Engineering)

Principal Occupation João Carrêlo is a senior mining executive with 32 years of

international experience in the mining, metals, refining

and fertilizer industries. His experience includes the

management of underground and open pit projects and

operations, with exposure to base metals, gold, platinum,

coal, and industrial minerals in politically and culturally

sensitive environments in Latin America, Europe, India, and

Africa. Mr. Carrêlo previously served as President, CEO

and Director of Eco Oro Minerals Corp. from 2012 to April

2014, as well as Executive Vice-President & Chief

Operating Officer of Lundin Mining Corporation from 2007

to 2012. He graduated with a Bachelor of Science (Hons.)

in Mining Engineering from the University of Newcastle

Upon-Tyne in the United Kingdom in 1983 and a Master’s

of Business Administration in 2000 from the European

Management School in the United Kingdom.


Board Details Director since June 25, 2015

Independent - RCF’s nominee to the Board.


Mining Development and Construction

Sustainability



Mining Operations

Communications

Other Public Board Memberships IC Potash Corp.

Board and Committees 2015 Attendance Board 3 of 3 Safety, Health and Environmental Affairs 1 of 1

Common Shares Held (#) Market Value at Risk ($) Nil Nil

Russell L. Cranswick

Colorado, USA

Professional Geologist,

Bachelor of Science (Geology)

Principal Occupation Russ Cranswick is a professional geologist with over 25

years of mining industry experience who is a senior partner

and member of the Investment Committee of RCF Funds,

a group of mining focused private equity funds. He has

held the positions of Vice President, Principal, Partner and

Senior Partner since joining RCF Funds in 2000. Prior to his

time at RCF Funds in Denver, Mr. Cranswick was based in

Vancouver and spent four years as a mining analyst with

Research Capital Corporation and Brink Hudson & Lefever

Ltd. and eight years in mineral exploration, the last five

years of which were with Kennecott Canada Inc. He is

currently a director of a private company, Coastal

Ventures A/S. Mr. Cranswick holds a Bachelor of Science

in Geology from the University of British Columbia.

Senior Partner and Member of the Investment Committee

of Resource Capital Funds (“RCF Funds”)

Board Details Director since April 28, 2014

Non-independent - RCF’s nominee to the Board.


Corporate Finance


Mineral Exploration



Other Public Board Memberships None


Board and Committees 2015 Attendance Board 11 of 11 Compensation 4 of 4 Corporate Social Responsibility 1 of 1

Common Shares Held (#) Market Value at Risk ($) Nil Nil

Franklin L. Davis

Ontario, Canada

Certified Director, Juris Doctor


Bachelor of Commerce

Principal Occupation Frank Davis has been counsel to the law firm Bennett

Jones LLP since February 2013. He was previously counsel

to the law firm Fraser Milner Casgrain LLP (“FMC”) from

January 2011 to February 2012, and prior thereto was a

partner of FMC, practicing principally in the areas of

securities and capital markets, corporate finance,

mergers and acquisitions, mining and corporate

governance. Mr. Davis has represented various public

companies and investment banking firms in public and

private offerings of equity and debt securities. He has

acted as counsel to offerors, target companies and

financial advisors in both hostile and negotiated merger

and acquisition transactions and has been active in a

variety of takeover bids, mergers, acquisitions,

amalgamations, arrangements and divestitures. Mr. Davis

is currently a director of Torex, of which he is chair of the

corporate governance and nominating committee and a

member of the audit committee, Marret Resource Corp.

(“Marret”), of which he is chair of the corporate

governance and nominating committee and a member

of the audit committee, Malbex Resources Inc.

(“Malbex”), of which he is chair of the governance and

compensation committee and a member of the audit

committee, and Torex, of which he is the chair of the

corporate governance and nominating committee and a

member of the audit committee. Mr. Davis holds a

Bachelor of Commerce, Master of Business Administration

and Juris Doctor from the University of Toronto. He is a

certified director, Institute of Corporate Directors, and is

included in The Best Lawyers in Canada, The Canadian

Legal LEXPERT Directory, Who’s Who Legal: Canada, The

International Who’s Who of Business Lawyers and

Canadian Who’s Who.

Counsel – Bennett Jones LLP


Independent


Corporate Finance

Communications


Legal

Financial Reporting


Other Public Board Memberships Malbex

Torex

Marret

Board and Committees 2015 Attendance Board 11 of 11 Audit 4 of 4

Compensation (Chair) 4 of 4 Corporate Governance and Nominating (Chair) 2 of 2


E. Randall Engel

Colorado, USA

Master of Science (Finance)

Bachelor of Business Administration

Principal Occupation

Randy Engel has been Executive Vice President, Strategic

Development of Newmont since September 2008. From

2007 to 2008 he served as Senior Vice President, Strategy

and Corporate Development. Mr. Engel has been with

Newmont since 1994 and has served in various capacities

in the areas of business planning, corporate treasury and

human resources. He holds a Master of Science in Finance

Executive Vice President, Strategic Development,

Newmont


Non-independent - Newmont’s nominee to the Board.


from the University of Denver, and a Bachelor’s degree in

Business Administration from the University of Colorado.

Key Areas of Expertise / Experience General Experience Corporate Finance

Mining Development and Construction Compensation / Human Resources Board and Governance Financial Reporting Senior Management Experience Communications


Board and Committees 2015 Attendance Board 8 of 11^

Safety, Health and Environmental Affairs 2 of 3


^Short notice meetings of Board which conflicted with previously scheduled obligations.

David R. Faley

Colorado, USA

Bachelor of Arts (Geography and Land Studies)

Principal Occupation David Faley retired from Newmont in January 2016. Prior

to that he was Vice President, Corporate Development of

Newmont from July 2007. He previously served as Group

Executive, Newmont Capital from July 2004 to June 2007

and Vice President, Newmont Capital-Australia from 2003

to 2004. Mr. Faley was Director, Land for Newmont from

1996 to 2003, and Manager of Lands, U.S. from 1993 to

1996. Prior to joining Newmont in 1988, Mr. Faley held

various managerial positions at W. E. Mays & Associates, a

consulting land firm from 1983. Mr. Faley graduated from

the William O. Douglas Honor’s College at Central

Washington University, with a Bachelor of Arts degree in

geography and land studies.



Independent - Newmont’s nominee to the Board.



Mineral Exploration

Communications

Legal

Sustainability


Board and Committees 2015 Attendance Board 11 of 11 Corporate Social Responsibility 1 of 1

Safety, Health and Environmental Affairs 3 of 3


Catharine E. G. Farrow

Ontario, Canada

Doctor of Philosophy (Earth Sciences)

Master of Science (Geology)


Principal Occupation Catharine Farrow is a professional geoscientist with more

than 25 years of mining industry experience who joined the

Company in January 2013 as Chief Executive Officer and

became a director on March 12, 2013. Until joining the

Company, she was Chief Operating Officer of KGHM

International Ltd. (“KGHM”), formerly Quadra FNX

(“QUX”), the international subsidiary of Polish Cu-Ag miner

KGHM Polska Miedź SA after the acquisition of QUX. Ms.

Farrow was Chief Technology Officer at QUX until early

2012. Before that she held roles of increasing responsibility

at FNX, and after the merger between FNX and Quadra in

2010, including senior executive roles in exploration,

Chief Executive Officer (“CEO”)


Non-independent - CEO


Mineral Exploration

Mining Operations

Communications


Senior Management Experience project evaluation, technical services and corporate

development. Prior to joining FNX in 2003, she was with

Inco Ltd. (“Inco”) from 1996 to 2003 and the Ontario

Geological Survey from 1993 to 1996. She is a member of

the board of directors of Franco-Nevada Corporation

(“Franco-Nevada”), and formerly of the Prospectors and

Developers Association of Canada (“PDAC”) until March,

2016. She was a member of the board of directors of the

Canadian Breast Cancer Society – Ontario Region until

September 2015. Ms. Farrow is an Adjunct Professor at

Laurentian University and a member of several

professional organizations. She obtained her Bachelor of

Science (Hons) in Geology from Mount Allison University,

her Master of Science in Geology from Acadia University,

and her Doctor of Philosophy in Earth Sciences from

Carleton University in Ottawa, Canada.


Sustainability


Franco-Nevada

Board and Committees 2015 Attendance Board 11 of 11 Safety, Health and Environmental Affairs (Chair) 3 of 3

Common Shares Held (#) Market Value at Risk 703,000 $4,218,000.00

John W. Lydall

Ontario, Canada


Bachelor of Science (Mining Engineering)

Principal Occupation John Lydall is a mining engineer who retired in 2003 as

Managing Director of the Mining Investment Group at

National Bank Financial. Prior to that, he held various

positions at National Bank Financial and its predecessor,

First Marathon Securities. In recent years, he has served on

the boards of several Canadian-based mining

companies, including FNX, QUX, Dundee Precious Metals

Inc. and Baffinland Iron Mines Corporation. In addition, Mr.

Lydall has served on the board of several professional and

not-for-profit organizations. He graduated with a Bachelor

of Science (Hons.) in Mining Engineering from Nottingham

University, UK, in 1966 and a Master’s of Business

Administration from Cranfield School of Management, UK,

in 1974.

Lead Director


Independent


Financial Reporting


Mining Operations


Corporate Finance

Legal


Board and Committees 2015 Attendance Board 11 of 11 Audit 4 of 4

Corporate Governance and Nominating 2 of 2



Ontario, Canada

Professional Geologist


Certified Director

Principal Occupation Terry MacGibbon is a registered professional geologist and

a certified director, Institute of Corporate Directors, with

over 45 years of experience in the mining business. Mr.

MacGibbon graduated with a B.Sc. (Hons.) in Geology

from St. Francis Xavier University. Prior to 1997, he was

employed for 30 years with Inco, culminating in him being

responsible for directing Inco’s North American and

worldwide exploration activities. Mr. MacGibbon is

Executive Chairman

Board Details Director since October 30, 2012

Non-independent



Financial Reporting founder and was the Chairman and Chief Executive

Officer of FNX from 1997 to 2010. Mr. MacGibbon and his

team built FNX from a junior exploration company into a

mid-tier, multi-billion dollar, diversified Canadian mining

company that produced nickel, copper, and precious

metals from its mineral properties in Sudbury Basin mining

camp, Ontario, Canada. In 2010, FNX merged with

Quadra to form QUX and from May 2010 to March 2012,

he was the Chairman of QUX, which was subsequently

sold to KGHM in 2012. Mr. MacGibbon is a co-founder, and

since 2006 the Chairman, of INV Metals Inc. (“INV”), a

junior resources company exploring and developing the

Loma Larga gold project in Ecuador. Mr. MacGibbon is a

co-founder, and since 2010 a director and the Chairman,

of Torex. Torex is a Canadian-based resource company

developing the Morelos Gold project in Mexico into a mid-

tier gold producer. He is the founder, and since December

2012 the Executive Chairman, of the Company. In 2005,

Mr. MacGibbon was awarded the prestigious PDAC’s

Developer of the Year award and in 2005 Ernst and Young

honoured Mr. MacGibbon for FNX’s successes with an

Entrepreneur of the Year award. He has held directorships

and senior executive positions in several Toronto Stock

Exchange (“TSX”) and TSX Venture Exchange listed mining

companies.


Mineral Exploration

Sustainability


Board Governance

Corporate Finance

Legal

Mining Operations


Communications


INV Malbex

Torex

Board and Committees 2015 Attendance Board 11 of 11

Corporate Social Responsibility (Chair) 3 of 3

Common Shares Held (#) Market Value at Risk

2,456,419 $14,738,514.00

Notes on Director Nominee Disclosures: (1) “Independent” refers to the standards of independence under NI 52-110.

(2) “Common Shares held” refers to the number of Common Shares beneficially owned, controlled or directed,

directly or indirectly, by the director or director nominee, as applicable, as at December 31, 2015. The number of

Common Shares held by each director or director nominee is in each case based on information provided by

such individual. See also “Compensation Discussion and Analysis – Incentive Plan Awards for Directors”.

(3) “Market Value at Risk” is calculated by multiplying the total number of Common Shares held by $6.00, the closing

price of the Common Shares on the TSX on December 31, 2015.

(4) For a discussion of TMAC’s Share Ownership Policy (as hereinafter defined), see “Compensation Discussion and

Analysis – Share Ownership Policy”.

(5) Messrs. Cranswick and Engel were not compensated for acting as directors in 2015. With Mr. Faley’s retirement

from Newmont, TMAC commences compensating him for acting as a director of TMAC effective January 1, 2016.

TMAC’s Share Ownership Policy does not presently require the non-compensated directors to own any Common

Shares.

(6) For additional information concerning the director nomination rights held by RCF and Newmont, see “Business of

the Meeting – Election of Directors”.

SERVING TOGETHER ON BOARDS OF OTHER PUBLIC COMPANIES

Some of the directors of TMAC serve on the same boards of directors of other reporting issuers.

See “Business of the Meeting – Election of Directors – Nominee Information”. The Board has

determined that these inter-locking directorships do not adversely impact the effectiveness of

these directors on the Board or create any potential for conflicts of interest. There are no inter-

locking relationships between the Compensation Committee members and the Executive

Chairman or the Chief Executive Officer of TMAC, except that Messrs. Adams, Davis and

MacGibbon are each a director of Torex, and that Messrs. MacGibbon and Davis are each a

director of Malbex.


CORPORATE CEASE TRADE ORDERS

No proposed director of TMAC is, as of the date hereof, or was within ten years before the date

hereof, a director, chief executive officer or chief financial officer of any company (including

TMAC) that:

(i) was subject to a cease trade order, an order similar to a cease trade order, or 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, that was issued while the

proposed director was acting in the capacity as director, chief executive officer or chief

financial officer; or

(ii) was subject to a cease trade order, an order similar to a cease trade order, or 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, that was issued after the

proposed director ceased to be a director, chief executive officer or chief financial officer

and which resulted from an event that occurred while that person was acting in the

capacity as director, chief executive officer or chief financial officer.

BANKRUPTCIES AND OTHER PROCEEDINGS

None of the Company’s directors, as at the date hereof, or was within 10 years before the date

hereof, a director, chief executive officer or chief financial officer of any company (including TMAC)

that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that

denied the relevant issuer access to any exemption under securities legislation, that was in effect for

a period or more than 30 consecutive days (an “Order”) that was issued while the director or

executive officer was acting in the capacity as director, chief executive officer or chief financial

officer of such issuer, 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.

Other than as described below, none of the Company’s directors, nor, to its knowledge, any

shareholder holding a sufficient number of its securities to affect materially the control of the

Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a

director or executive officer of any company (including the Company) that, while that person was

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

bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject

to or instituted any proceedings, arrangement or compromise with creditors or had a receiver,

receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the

date hereof, 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 such

director, executive officer or shareholder. Andrew Adams was a director of Tahera Diamond

Corporation (“Tahera”), a company listed on the TSX at the time it sought protection under the

Companies’ Creditors Arrangement Act (the “CCAA”) in January 2008 and which suspended

operations in February 2008. Subsequent to such events, Tahera sold its tax assets to Ag Growth

International and certain properties, including the Jericho diamond mine, to Shear Minerals Ltd.

Tahera was delisted from the TSX in November 2009. João Carrelo was a director of First Nickel Inc.

(“FNI”) from February 4, 2013 to July 16, 2015. Russ Cranswick was a director of FNI from August 5,

2009 until July 16, 2015. On August 19, 2015 the Ontario Superior Court granted an application made

by FNI’s creditors to appoint a receiver under the Bankruptcy and Insolvency Act. On January 21,

2016, the liquidation of FNI’s assets was substantially complete.


No proposed director of TMAC has, within ten years before the date hereof, become bankrupt,

made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to

or instituted any proceedings, arrangement or compromise with creditors, or had a receiver,

receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director of TMAC is, as at the date hereof, or has been subject to (i) any penalties

or sanctions imposed by a court relating to securities legislation or by a securities regulatory

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

any other penalties or sanctions imposed by a court or regulatory body that would likely be

considered important to a reasonable securityholder in deciding whether to vote for a proposed

director.

3. APPOINTMENT OF AUDITORS

TMAC Shareholders will be asked to consider and, if deemed appropriate, pass an ordinary

resolution to appoint KPMG as auditors of TMAC to hold office until the close of the next annual

meeting of TMAC Shareholders. The resolution to approve the appointment of KPMG will also

authorize the directors to fix their remuneration. KPMG was first appointed as auditors of TMAC in

March 2013.

The Board unanimously recommends that the TMAC Shareholders vote FOR the appointment of

KPMG as auditors of TMAC and the authorization of the directors to fix their remuneration.

The Audit Committee has reviewed the nature and amount of the services provided by its external

auditors to ensure auditor independence. The aggregate fees billed by KPMG, the Company’s

external auditor, for audit and non-audit services in the 12-month periods ended December 31,

2015 and December 31, 2014 are as follows:

Period

Audit Fees (1)

($)

Audit-

Related

Fees

(IPO)(2)

($)

Audit-

Related

Fees(3)

($)

Tax Fees(4)

($)

All Other

Fees(5)

($)

Total Fees

($)

2015 135,000 190,000 26,500 15,000 Nil 366,500

2014 87,000 40,000 Nil 1,000 Nil 128,000

Notes: (1) “Audit Fees” are fees necessary to perform quarterly review engagements and the annual audit of the Company’s

financial statements, including review of tax provisions, accounting consultations on matters reflected in the financial

statements, and 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 (IPO) are all fees for the review of TMAC’s prospectus in relation to the Initial Public Offering

(“IPO”) and fees for the audit of the Hope Bay Gold Project Carve-out Financial Statements for the years ended

December 31, 2012 and 2011 that were prepared for inclusion in the (IPO) prospectus.

(3) “Audit-Related Fees” are fees for services that are traditionally performed by the auditor including 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.

(4) “Tax Fees” are fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees” including

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. Tax Fees in 2015 relate to general tax advice and advice regarding the disposition of the Company’s

unused surplus, partially complete mill in South Africa and fees in 2014 relate to advice regarding the disposition of

the mill in South Africa.

(5) “All Other Fees” include all other non-audit services.


4. OTHER BUSINESS

TMAC Shareholders will also vote on any other matters properly brought before the Meeting. As

of the date of this Circular, we are not aware of any other matters to be brought before the

Meeting.

CORPORATE GOVERNANCE

The Governance Guidelines set out best practice guidelines for effective corporate governance

for companies that are reporting issuers. The Governance Guidelines deal with matters such as

the constitution and independence of corporate boards, their functions, the effectiveness and

education of board members and other items dealing with sound corporate governance.

TMAC and the Board recognize the importance of corporate governance to the effective

management of TMAC and to the protection of its employees and shareholders. TMAC’s

approach to significant issues of corporate governance is designed with a view to ensuring that

the business and affairs of TMAC are effectively managed so as to enhance shareholder value.

The Board fulfills its mandate directly and through its committees at regularly scheduled meetings

or at meetings held as required. Frequency of meetings may be increased and the nature of the

agenda items may be changed depending upon the state of TMAC’s affairs and in light of

opportunities or risks which TMAC faces. The directors are kept informed of TMAC’s business and

affairs at these meetings as well as through reports and discussions with management on matters

within their particular areas of expertise.

The Board believes that its approach to corporate governance is appropriate and works

effectively given TMAC’s current status, while recognizing that TMAC’s two significant shareholders

hold approximately 64.8% of the outstanding Common Shares. TMAC continues to monitor

developments in Canada with a view to keeping its governance policies and practices current.

BOARD MEETINGS

The Executive Chairman, the Chief Executive Officer and the Lead Director are responsible for the

agenda for each meeting of the Board. Prior to each Board meeting, the Executive Chairman

and the Chief Executive Officer discuss agenda items for the meeting with the Lead Director.

Materials for each meeting are distributed to the Board in advance of the meeting.

See “Business of the Meeting – Election of Directors – Nominee Information” for a summary of the

attendance record of each director for all Board and committee meetings held in 2015.

IN CAMERA MEETINGS OF INDEPENDENT DIRECTORS

After each Board meeting, as a regular item on each Board agenda, the directors hold an in-

camera session at which members of management are not in attendance, following which the

independent directors hold an in-camera session at which non-independent directors and

members of management are not in attendance. In 2015, the Board held in-camera sessions of

both the non-management directors and the independent directors at the end of each meeting

of the Board. The Board held such in-camera sessions at 11 meetings in 2015.

BOARD MANDATE

The Board is responsible for the supervision of the management of the business and affairs of

TMAC. In discharging its mandate, the Board is primarily responsible, either directly or through

committees of the Board, for the oversight of, among other things, the following matters:


the strategic planning process of TMAC;

the identification of the principal risks of TMAC’s business and ensuring the implementation

of appropriate systems to manage these risks;

a culture of integrity of TMAC and its executive officers;

succession planning, including appointing and monitoring TMAC’s executive officers;

a disclosure policy for TMAC to facilitate communications with investors and other

interested parties;

the financial and operating performance of TMAC;

through the Compensation Committee, compensation of directors that realistically reflects

the responsibilities and risks involved in being an effective director, and compensation for

executive officers that is competitive within the industry and aligns the interests of each

executive officer with the interests of TMAC;

the evaluation of the relevant relationships for director independence and, where

applicable, appointing a lead director;

appropriate standards of corporate conduct; and

the evaluation of the integrity of TMAC’s internal control and management information

systems.

The Board may at any time retain outside financial, legal or other advisors at the expense of TMAC

and any director may, subject to the approval of the Corporate Governance and Nominating

Committee, retain an outside financial, legal or other advisor at the expense of TMAC.

The Board also has the mandate to assess the effectiveness of the Board as a whole, its

committees and the contribution of individual directors. The Board discharges its responsibilities

directly and through its committees.

A copy of the Mandate of the Board setting out the Board’s mandate and responsibilities and the

duties of its members is available on our website at www.tmacresources.com.

BOARD COMMITTEES

The Board has five standing committees, the members of which are set out below. It is expected

that certain of the committees of the Board will be reconstituted following the Meeting.

Audit Committee (“AC”)

Compensation Committee (“CC”)

Corporate Governance and Nominating Committee (“CGNC”)

Corporate Social Responsibility Committee (“CSRC”)

Safety, Health and Environmental Affairs Committee (“SHEAC”)

Date First

Appointed or

Elected to the

Board

Committees

AC CC CGNC CSRC SHEAC

Independent Directors

Andrew B. Adams March 12, 2013 Chair

Leona Aglukkaq February 25, 2016

João P. S. Carrêlo June 25, 2015

Franklin L. Davis March 12, 2013 Chair Chair

John W. Lydall March 12, 2013

David R. Faley (1) March 12, 2013

Non-Independent Directors


Russell L. Cranswick April 28, 2014

E. Randall Engel March 12, 2013

Catharine E. G. Farrow March 12, 2013 Chair

A. Terrance MacGibbon October 30, 2012 Chair

Note: (1) Following Mr. Faley’s retirement from Newmont he became an independent director.

AUDIT COMMITTEE

The AC provides assistance to the Board in fulfilling its obligations relating to the integrity of the

internal financial controls and financial reporting of TMAC. The external auditors of TMAC report

directly to the AC. The AC’s primary duties and responsibilities are: reviewing any management

report on, and assessing the integrity of, the internal controls over the financial reporting of TMAC

and monitoring the proper implementation of such controls; reviewing and reporting to the Board

on the annual audited financial statements and unaudited interim financial statements (and, if

mandated by the Board, approving the latter), the management’s discussion and analysis

thereon, if any, and other financial disclosure related thereto that may be required to be reviewed

by the AC pursuant to applicable laws; monitoring the conduct of the audit function; meeting

with, at least annually, TMAC’s independent auditor, the Chief Financial Officer, and other

relevant employees, to review accounting principles, practices, judgments of management,

internal controls, and other matters the AC deems appropriate; reviewing the procedures which

are in place for the review of the public disclosure by TMAC of financial information extracted or

derived from the financial statements of TMAC and periodically assessing the adequacy of such

procedures; reviewing periodically and recommending to the Board any amendments to the

Code; and monitoring the policies and procedures established by the officers of TMAC to ensure

compliance with the Code; reviewing, assessing the effectiveness of, and recommending

amendments to, as necessary, the Whistleblower Policy.

A copy of the AC’s charter setting out the committee’s mandate and responsibilities and the


COMPENSATION COMMITTEE

The CC is responsible for assisting the Board in setting compensation for directors and officers and

for considering and submitting to the Board recommendations with respect to other employee

benefits considered advisable. In particular, the CC is responsible for, among other things:

reviewing and making recommendations to the Board with respect to the compensation policies

and practices of TMAC; annually reviewing and recommending to the Board for approval the

remuneration of certain officers of TMAC; reviewing and making a recommendation to the Board

on the hiring or termination of certain of the officers of TMAC or on special employment contracts;

annually recommending to the Board any incentive award to be made to the officers under any

incentive plan or under any employment agreement; and annually comparing the total

remuneration of the officers with the remuneration of the comparator group and other peers in

the same industry.

The process by which appropriate compensation is determined by the Board through periodic

and annual reports from the CC on TMAC’s overall compensation and benefits philosophies with

such compensation realistically reflecting the responsibilities and risks of such positions. See

“Compensation Discussion and Analysis”.

The CC has the authority to engage, at the expense of TMAC, independent counsel and other

experts or advisors as is considered advisable, including compensation consultants to assist in


determining appropriate compensation policies and levels, provided that any services to be

provided by any such compensation consultants must be pre-approved by the CC and, any

services to be provided by any such compensation consultants at the request of the officers, must

be pre-approved by the Chair of the CC.

The CC is composed of three independent directors, Ms. Aglukkaq and Messrs. Adams and Davis

and, one non-independent director, Mr. Cranswick, one of RCF’s nominees to the Board. The CC

is chaired by Mr. Davis. Mr. Cranswick is not an independent director solely because he is a

nominee of RCF and is employed by RCF, TMAC’s largest shareholder; however, Mr. Cranswick is

not a member of management and is a non-compensated director and as such, has been

determined to be objective for compensation committee purposes by the Board. Messrs. Adams,

Davis and Cranswick sit or have sat on compensation committees of other publicly traded

companies in the mining industry, Ms. Aglukkaq has significant public service experience

developing and implementing compensation programs.

A copy of the CC’s charter setting out the committee’s mandate and responsibilities and the


CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The CGNC has been delegated the responsibility of assessing potential candidates for the Board

to fill perceived needs on the Board for required skills, expertise, independence, diversity, including

gender diversity, and other factors. Members of the Board are also consulted for referral of possible

candidates. See “Board Succession and Skills Matrix” below.

The CGNC considers from time to time the desirable number of directors of TMAC, identifies and

recommends to the Board proposed nominees to be directors of TMAC, and considers a skills

matrix for the Board which includes the competencies and skills which each individual director

possesses.

In addition, the CGNC assists TMAC and the Board in fulfilling their respective corporate

governance responsibilities under applicable securities laws, and to promote a culture of integrity

throughout TMAC. The CGNC is also responsible for, among other things: considering, or

presenting to the Board for consideration, any transaction involving TMAC and any related party;

monitoring any related party transaction and reporting to the Board on a regular basis regarding

the status of any related party transaction; monitoring the appropriateness of implementing

structures to ensure that the Board can function independently of the executive officers of TMAC;

providing an orientation and education program for new directors and existing directors; and

assisting in assessing the effectiveness of the Board as a whole, its committees and individual

directors.

A copy of the CGNC’s charter setting out the committee’s mandate and responsibilities and the


CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The CSRC assists TMAC and the Board in fulfilling their respective obligations relating to corporate

social responsibility matters concerning TMAC. The CSRC is responsible for, among other things:

overseeing the establishment and implementation of corporate social responsibility policies and

practices, and monitoring TMAC’s performance against such policies and practices as well as

applicable laws and regulations; reviewing and making recommendations, as appropriate, in

regard to TMAC’s corporate social responsibility policies; liaising with management on TMAC’s

corporate social responsibility programs, including significant sustainable development,


community relations and security policies and procedures; and satisfying itself that management

of TMAC monitors trends and emerging issues in the corporate social responsibility field and

evaluates the impact on TMAC.

A copy of the CSRC’s charter setting out the committee’s mandate and responsibilities and the


SAFETY, HEALTH AND ENVIRONMENTAL AFFAIRS COMMITTEE

The SHEAC assists TMAC and the Board in fulfilling their respective obligations relating to safety,

health and environmental matters concerning TMAC. The SHEAC is responsible for, among other

things: assessing environmental risks and TMAC’s risk management thereof; reviewing and

recommending to the Board, for approval, changes in or additions to the environmental policies,

occupational health and safety policies, standards, accountabilities and programs of TMAC in the

context of competitive, legal and operational considerations; and reviewing reports on the nature

and extent of the compliance or any non-compliance by TMAC with the environmental policies,

occupational health and safety policies, standards, accountabilities and programs of TMAC and

environmental legislation applicable to TMAC and monitoring the correction of any deficiencies

and reporting to the Board on the status of such matters.

A copy of the SHEAC’s charter setting out the committee’s mandate and responsibilities and the


BOARD SUCCESSION AND SKILLS MATRIX

The CGNC, which is composed entirely of independent directors, is responsible for identifying and

recommending proposed nominees for the Board and considers the competencies needed for

the Board as well as other factors, including the individual’s competencies, expertise and diversity,

and contractual obligations of TMAC. The CGNC and the Board use a skills matrix to assist in

identifying any gaps in the skills and competencies considered to be the most significant to TMAC.

The CGNC is responsible for annually assessing the effectiveness of the Board as a whole, its

committees and individual directors. The current practice is for the Board to make ongoing,

informal assessments of the performance of the Board, its committees and individual directors,

including with respect to their effectiveness and contribution.

The following table highlights the broad skill set of the Board and reflects those competencies

considered most necessary for the Board to carry out its mandate effectively.

Category Directors with Relevant

Experience

General Experience 10

Board and Governance 6

Financial Reporting 6

Corporate Finance 7

Senior Management Experience 9

Legal 5

Mineral Exploration 4

Mining Development and Construction 3

Mining Operations 5

Sustainability 5

Communications 8


Compensation/Human Resources 7

ORIENTATION AND CONTINUING EDUCATION

New members of the Board are provided with:

(i) information respecting the functioning of the Board and its committees and a copy of

TMAC’s corporate governance documents;

(ii) access to all documents of TMAC, including those that are confidential; and

(iii) access to management.

Board members are encouraged to: communicate with management and TMAC’s auditors; keep

themselves current with industry trends and developments and changes in legislation with

management’s assistance; attend related industry seminars; and visit TMAC’s operations. During

the last two financial years, all of our directors visited the Hope Bay Project and attended

corporate presentations outlining TMAC’s local activities, operations and applicable laws, among

other matters.

Each of Messrs. MacGibbon and Davis are accredited by the Institute of Corporate Directors as a

certified director. External legal counsel to TMAC acts as TMAC’s Corporate Secretary and

updates the Board on relevant changes in the law.

DIVERSITY

TMAC believes that decision-making is enhanced through diversity in the broadest sense and in

2015, it adopted a diversity policy to reflect this principle. In the context of an effective Board,

diversity includes expression of thought, business experience, skill sets and capabilities. Diversity

also includes valuing an individual’s race, colour, gender, age, religious belief, ethnicity, cultural

background, economic circumstance, human capacity, as well as other factors. Taken together,

these diverse skills and backgrounds help to create a business environment that encourages a

range of perspectives and fosters excellence in corporate governance, including the creation of

shareholder value. The Board has determined that merit is the key requirement for Board

appointment, and employee hiring and advancement. In identifying suitable candidates for

appointment to the Board or in selecting and assessing candidates for executive positions,

candidates will be considered on merit against objective criteria including experience,

education, expertise, the highest integrity and ethical standards and general and sector specific

knowledge with due regard for the benefits of diversity. As a result, the diversity policy does not

mandate quotas based on any specific area of diversity and specifically does not set targets for

women on the Board or in executive officer positions.

The CGNC will review and evaluate this policy on an annual basis to determine the effectiveness

of this policy and recommend any revisions to the Board for consideration and approval.

Currently, the Board consists of ten members, two (20%) of whom are women, and TMAC has nine

executive officers, three (33%) of whom are women, one of whom is the CEO.

POSITION DESCRIPTIONS

The Board has developed written position descriptions for the Executive Chairman and the Lead

Director of the Board, the Chief Executive Officer, the President and Chief Technology Officer,

and the Chief Financial Officer.


ETHICAL BUSINESS CONDUCT

The Board has adopted a Code of Ethical Business Conduct for the directors, officers and other

employees of TMAC which can be found on our website at www.tmacresources.com. All new

employees must read the Code when hired and acknowledge that they will abide by the Code.

The AC is responsible for monitoring compliance with the Code. In accordance with the Code,

directors, officers and other employees of TMAC should raise questions regarding the application

of any requirement under the Code, and report a possible violation of a law or the Code promptly

to their supervisor. If reporting a concern or complaint to a supervisor is not possible or advisable,

or if reporting it to a supervisor does not resolve the matter, the matter should be addressed with

the Chief Financial Officer. The AC monitors compliance with the Code by, among other things,

obtaining reports from the Chief Financial Officer as to any matters reported under the Code.

The Board takes steps to ensure that directors, officers and other employees of TMAC exercise

independent judgment in considering transactions and agreements in respect of which a director,

officer or other employee of TMAC has a material interest, which include ensuring that directors,

officers and other employees are thoroughly familiar with the Code and, in particular, the rules

concerning reporting conflicts of interest and obtaining direction from their supervisor or the Chief

Financial Officer regarding any potential conflicts of interest.

The Board encourages and promotes an overall culture of ethical business conduct by promoting

compliance with applicable laws, rules and regulations; providing guidance to directors, officers

and other employees to help them recognize and deal with ethical issues; promoting a culture of

open communication, honesty and accountability; and ensuring awareness of disciplinary action

for violations of ethical business conduct.

The Board has also adopted a Whistleblower Policy for individuals to report complaints and

concerns regarding, among other things, violations of the Code. As well, TMAC has Anti-bribery

and Anti-corruption policies which requires that directors, officers, other employees and

contractors of TMAC conduct business in a manner that does not contravene anti-bribery and

anti-corruption laws that apply to TMAC, including the Criminal Code (Canada) and Corruption

of Foreign Public Officials Act (Canada). The AC is responsible for monitoring compliance with this

policy, although employees may approach management of TMAC if preferred for concerns

under the Anti-bribery and Anti-corruption policies.

DISCLOSURE COMMITTEE

TMAC has established a Disclosure Committee to ensure the provision of accurate and timely

communication of important information to TMAC Shareholders, including with respect to TMAC’s

continuous disclosure requirements under applicable securities laws. The Board has adopted a

Disclosure Policy to provide guidance to the Disclosure Committee.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of TMAC’s directors or officers, nor any associate of such director or senior officer is as at the

date hereof, or has been, during the financial year ended December 31, 2015, indebted to TMAC

in connection with a purchase of securities or otherwise. In addition, no indebtedness of these

individuals to another entity has been the subject of a guarantee, support agreement, letter of

credit or similar arrangement or understanding of TMAC.


DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE AND INDEMNIFICATION

The By-Law provides for the indemnification of each director and officer against all costs, charges

and expenses reasonably incurred by him or her in respect of any action or proceeding to which

he or she is made a party by reason of being a director or officer of TMAC, subject to the limitations

contained in the By-Law and in the OBCA. Further, each director and officer is provided with an

indemnity agreement consistent with the By-Law provisions.

In 2015 TMAC extended its private company directors’ and officers’ liability insurance policies from

May 31, 2015 to July 7, 2015 for a premium of $542. On July 7, 2015, TMAC obtained public

company directors’ and officers’ liability insurance policies for the period from July 7, 2015 to July

7, 2016, with coverage in the amount of up to $20,000,000 at an annual premium of $80,600, the

full amount of which was paid by TMAC. There is no deductible in the case of directors and officers

but a deductible of $100,000 for TMAC. The policies contain standard industry exclusions and no

claims have been made to date.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

TMAC has adopted a pay for performance philosophy with performance measured against

specific deliverables that are tied to the business strategy. TMAC’s total rewards program contains

a variety of elements to compensate individuals for their time, talent, efforts and results.

The objectives of TMAC’s total rewards program are:

to attract, motivate and retain talented directors and executive officers;

to align the interests of directors and executive officers with TMAC’s shareholders; and

to ensure the relationship of corporate and individual performance to individual

compensation.

The compensation of TMAC’s executive officers and directors is overseen by the CC, which makes

recommendations to the Board as required and as outlined in the CC’s mandate.

COMPENSATION GOVERNANCE

RESPONSIBILITIES OF THE COMPENSATION COMMITTEE

The CC has been established to assist the Board in fulfilling its responsibilities for compensation

matters including TMAC’s compensation policies and practices. The CC is responsible for ensuring

that TMAC’s compensation is competitive and fair, and its responsibilities include:

reviewing and making recommendations to the Board with respect to the compensation

policies and practices of the Corporation;

annually making recommendations to the Board concerning the remuneration of directors

and the base remuneration of all executive officers;

annually reviewing the goals and objectives of the Executive Chairman, the Chief Executive

Officer, the President and Chief Technology Officer, the Executive Vice President and Chief

Financial Officer and the Chief Operating Officer (collectively the “Share Ownership Officers”)

for the next financial year of the Company and providing an appraisal of their performance

following the completion of each financial year;


meeting with the Executive Chairman or the CEO to discuss the goals, objectives,

compensation and performance of the other executive officers;

making a recommendation to the Board on an annual basis as to any bonuses or awards to

be made to the five highest paid executives;

comparing the total remuneration of the executives with the remuneration of peers in the

same industry;

reviewing and making a recommendation to the Board on the hiring or termination of any

executive;

reviewing and recommending to the Board with respect to any disclosure related to executive

compensation in any management information circular of the Company for any meeting of

the shareholders of the Company, including any executive compensation disclosure required

by applicable laws; and

annually review the shareholdings of the executives and directors based on the Share

Ownership Policy.

TMAC’s compensation is monitored on an annual basis by the CC and modified as required in

order to ensure that TMAC maintains a competitive position in the mining industry and

appropriately recognizes growth and change within the organization.

The CC comprises Ms. Aglukkaq (independent), Messrs. Adams (independent), Davis

(independent) and Cranswick (non-independent). Each of the members of the CC has business

experience which is relevant to their work on the committee, and serve, or have served on

compensation committees of other public Canadian corporations. By virtue of their differing

professional backgrounds, business experience, knowledge of TMAC’s industry, service on

compensation committees of other issuers, knowledge of corporate governance practices and,

where appropriate, experience interacting with external consultants and advisors, the members

of the CC are able to make decisions on the suitability of TMAC’s compensation policies and

practices.

INDEPENDENT ADVICE

The CC has the authority to obtain independent advice from third parties. The CC did not seek

independent advice in 2014. In December 2015, the CC engaged the services of Mercer

(Canada) to recommend an appropriate comparator group for 2016 executive and director

compensation and to review and provide advice with respect to performance target levels for

executive short term and long term incentives, 2016 executive and director compensation and to

review the entitlements of TMAC executives. The fees paid to Mercer (Canada) are tabled below:

2014 2015

Independent Advisor Fees Nil $10,085

All Other Fees Nil Nil

Total Fees Paid: Nil $10,085


COMPENSATION COMMITTEE ACTIVITIES IN 2015

The CC’s activities during the year included:

reviewed the 2015 and 2016 compensation comparator groups for Compensated Directors

(as hereinafter defined) and executive compensation;

reviewed total remuneration for Compensated Directors to the comparator group and

recommended 2015 remuneration to the Board;

reviewed total remuneration for executive officers to the comparator group and

recommended 2015 target remuneration to the Board;

reviewed the goals and objectives of the Executive Chairman, the CEO, the President and

Chief Technology Officer, the Executive Vice President and Chief Financial Officer and the

Executive Vice President, Human Resources;

reviewed the performance of the Executive Chairman, the CEO, the President and Chief

Technology Officer, the Executive Vice President and Chief Financial Officer and the

Executive Vice President, Human Resources and recommended their short-term and long-

term incentive awards;

met with the CEO to discuss the goals, objectives, compensation and performance of the

executive officers;

reviewed and recommended to the Board the disclosure of the executive and director

compensation reported in the prospectus for the IPO;

reviewed the shareholdings of the executives and the directors; and

recommended the hiring and remuneration package for the Vice President, Investor

Relations.

MANAGING COMPENSATION RISK

The CC and the Board have incorporated the following in the total rewards program that is

intended to ensure that executives are compensated fairly and in a manner that does not cause

undue risk or encourage excessive risk-taking.

1. The CC reviews and recommends the base remuneration of all executives, and the

bonuses or other awards for the five highest paid executives to the Board for the Board’s

review and approval.

2. Executive compensation is reviewed annually and industry benchmarking is used to assess

competitiveness and appropriateness.

3. The annual incentive compensation incorporates both quantitative and qualitative

measures that are aligned with the business plan approved by the Board.

4. A significant portion of the compensation package is focused on long-term performance

with long-term incentives that incorporate time vesting.

5. Share ownership requirements for Compensated Directors and Share Ownership Officers

are mandatory.

6. A consistent compensation structure is applied to TMAC’s officers and all other employees.

In addition, TMAC has a number of policies to encourage a strong governance culture including

the Code, the Whistleblower Policy, the Insider Trading Policy and the Anti-bribery and Anti-

corruption Policy. Under TMAC’s Insider Trading Policy, our directors and employees are prohibited

from purchasing financial instruments that are designed to hedge or offset a decrease in the

market value of TMAC securities granted as compensation or held. As well, TMAC’s corporate

values – Respect, Integrity, Passion, Initiative, Learn and Adjust, Teamwork, Fun, Growth and Results

– are the basis of TMAC’s culture and guide the behaviour of its directors, officers and other

employees.


COMPENSATION COMPARATOR GROUP

The CC uses an industry comparator group to benchmark director and executive compensation.

These companies have been selected based on their similarity to TMAC at the beginning of the

financial year. Factors such as size, project funding and complexity are considered.

2015 COMPENSATION COMPARATOR GROUP

As part of its annual compensation practices, the CC assessed the composition of the comparator

group to ensure it was composed of mining companies which were at a similar stage of

development as TMAC. With the assistance of the Company's investment bankers, CIBC World

Markets and BMO Nesbitt Burns Inc., the following comparator group was approved by the Board

for 2015 director and executive compensation:

Asanko Gold Inc. Pretium Resources Inc.

Continental Gold Inc. Romarco Minerals Inc.

Dalradian Resources Inc. Roxgold Inc.

Guyana Goldfields Inc. Rubicon Minerals Corporation

Lydian International Ltd. Sabina Gold & Silver Corp.

Management assisted the CC in gathering information, compensation methodology and survey

data. In addition to annual proxy data gathered on the comparator group, TMAC relies on several

independent surveys. In 2015, TMAC purchased the 2015 Canada Mercer Mining Industry

Compensation Survey and CostMine’s Canadian Salaries, Wages and Benefits Survey.

2016 COMPENSATION COMPARATOR GROUP

Subsequent to TMAC’s successful funding in 2015, the CC retained Mercer (Canada) in December

2015 to conduct a review of, and to recommend, an appropriate comparator group for 2016

director and executive compensation which reflects the Company’s advanced stage of

development and full financing. The Board approved the following comparator group for 2016:

Asanko Gold Inc. Pretium Resources Inc.

Guyana Goldfields Inc. Primero Mining Corp.

Kirkland Lake Gold Inc. Richmont Mines Inc.

Klondex Mines Ltd. Seabridge Gold Inc.

Lake Shore Gold Corp. Stornoway Diamond Corporation

McEwen Mining Inc. Torex Gold Resources Inc.

Premier Gold Mines Limited

SHARE OWNERSHIP POLICY

TMAC established share and share-based ownership policy requirements (the “Share Ownership

Policy”) for the directors of TMAC who are compensated in their capacity as a director of TMAC

(collectively the “Compensated Directors”) and the Share Ownership Officers. The policy is

designed to align the interests of those subject to the policy with the long-term interests of TMAC’s

shareholders. Each Share Ownership Officer is required to hold Common Shares having an

aggregate value of at least three times his or her annual base salary as of the date of becoming

a Share Ownership Officer. Each Compensated Director is required to hold Common Shares

having an aggregate value of at least three times the value of the annual base cash retainer paid

to the director as of the date of such individual becoming a Compensated Director of TMAC. The

required level of ownership of Common Shares for Share Ownership Officers and Compensated


Directors, as applicable, is referred to as the "Relevant Threshold". Messrs. Cranswick, Engel and

Faley were not compensated in 2015 for acting as directors by virtue of their relationship as

nominees of and employment by certain shareholders in 2015. Consequently, the Share

Ownership Policy did not require these directors to hold Common Shares. Mr. Faley, given his

retirement from Newmont, became a Compensated Director effective January 1, 2016.

Compensated Directors and Share Ownership Officers are deemed to have satisfied the Share

Ownership Policy following the date on which either of the following values exceeds the Relevant

Threshold:

(i) the aggregate price paid for the Common Shares held by the Compensated Director or

Share Ownership Officer; or

(ii) the fair market value of the Common Shares held by the Compensated Director or Share

Ownership Officer.

Compensated Directors and Share Ownership Officers are required to comply with the policy

requirements by the later of the fifth anniversary of: (a) such individual’s date of hire, appointment

or election; (b) June 26, 2015, the date TMAC became a reporting issuer; and (c) the date on

which a director who was not previously a Compensated Director first becomes a Compensated

Director. As of the date of this Circular, all Compensated Directors and Share Ownership Officers

have complied with the Share Ownership Policy.

Once the applicable ownership guideline is deemed to have been satisfied, the Compensated

Director or Share Ownership Officer is deemed to meet the applicable ownership guideline on an

on-going basis, provided that such Compensated Director or Share Ownership Officer does not

dispose of Common Shares which causes such individual to fail to meet the Relevant Threshold

immediately following such disposition based on the Common Shares then held or deemed to be

held by such individual.

For further information relating to Common Shares owned by Compensated Directors, please see

“Business of the Meeting – Election of Directors – Nominee Information”. For further information

relating to Common Shares owned by Share Ownership Officers, please see “Incentive Plan

Awards for NEOs – Share Ownership Policy Compliance”, below.

DIRECTOR COMPENSATION

TMAC’s compensation philosophy and objective is to provide competitive compensation to

attract and retain talented and experienced directors. TMAC aims to provide compensation that

is appropriate based on the directors’ responsibilities, time commitment and experience.

Furthermore, the Share Ownership Policy applicable to Compensated Directors aligns their

interests with that of the Company’s Shareholders. Director compensation is reviewed annually by

the CC.

Each Compensated Director is entitled to receive a base annual retainer and a fee for

attendance at Board and committee meetings. In addition, Compensated Directors receive an

additional cash retainer for service as a lead director or a committee chair. Directors are also

eligible to receive share-based payment awards, including stock options (“Options”) and

restricted share rights (“RSR”).

Messrs. Cranswick, Engel and Faley were not independent directors in 2015 by virtue of their

relationship as nominees and employees of certain shareholders and did not receive

compensation for their service as directors. As employees of TMAC, Mr. MacGibbon and Ms.

Farrow were not independent directors in 2015 and do not receive compensation for their service

as directors. Their compensation information is presented in the section relating to Executive

Compensation below.


BENCHMARKING

A review of director compensation of TMAC’s comparator group was conducted by the CC in

2015 to ensure the competitiveness of compensation for the Compensated Directors. In

performing the review, the CC relied upon, among other things, data from publicly filed

management information circulars of the companies comprising TMAC’s comparator group.

Please see “Compensation Comparator Group” above.

Mercer (Canada) was retained by the CC in December 2015 and conducted a review of TMAC's

director compensation to that of the 2016 comparator group. No changes were made to director

compensation for 2016.

DIRECTOR FEES

The table below sets out the retainers and Board and committee meeting fees for the financial

year ended December 31, 2015.

Fees(1)

Base Annual Retainer $50,000

Additional Annual Cash Retainers:

Lead Director $25,000

Committee Chairs $15,000

Meeting Fees:

Per Board Meeting $1,000

Per Committee Meeting $1,000

Note:

(1) Messrs. Cranswick, Engel, Faley and MacGibbon, and Ms. Farrow, did not receive compensation for their service

as directors in 2015.

DIRECTOR COMPENSATION TABLE

The following table sets out the compensation earned by each of Messrs. Adams, Carrêlo, Davis

and Lydall, being the Compensated Directors of TMAC for the financial year ended December

31, 2015. Messrs. Cranswick, Engel, and Faley did not receive compensation for their service as

directors in 2015. Mr. MacGibbon and Ms. Farrow did not receive compensation for their service

as directors in 2015 and further information relating to their compensation may be found at

“Summary Compensation Table”, below.

Name Fees

Earned

$

Share-

based

Awards

$

Option-

based

Awards

$

Non-equity

Incentive Plan

Compensation

$

All Other

Compensation

$

Total

$

Andrew Adams 85,000 nil 149,940(1) nil nil 234,940

João Carrêlo 29,766 nil 152,019(2) nil nil 181,785

Frank Davis 101,000 nil 149,940(1) nil nil 250,940

John Lydall 89,000 nil 149,940(1) nil nil 241,940

Note:

(1) Represents the value of Options awarded March 17, 2015 calculated using the Black-Scholes methodology. The

Black-Scholes value was calculated using the following assumptions: risk-free interest rate – 0.52%; volatility - 73%;

expected life – 3 years; and dividend yield of 0%.


(2) Represents the value of Options awarded August 14, 2015 calculated using the Black-Scholes methodology. The

Black-Scholes value was calculated using the following assumptions: risk-free interest rate – 0.52%; volatility - 73%;

expected life – 3 years; and dividend yield of 0%.

INCENTIVE PLAN AWARDS FOR DIRECTORS

OUTSTANDING OPTION-BASED AND SHARE-BASED AWARDS AS AT DECEMBER 31, 2015

The following table shows all awards outstanding as at December 31, 2015.

Option-based Awards Share-based Awards

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Option

Exercise

price

($)

Option

Expiry date

Value of

unexercised

in-the-money

Options(1)

($)

Number

of Shares

or Units

of Shares

that

have not

Vested

(#)

Market or

Payout

Value of

Share-

Based

Awards

that have

not

Vested

($)

Market or

Payout

Value of

Vested

Share-

Based

Awards not

Paid Out or

Distributed

($)

Andrew Adams 70,000 $5.25 28-Apr-2019 52,500 nil nil nil

60,000 $5.25 17-Mar-2020 45,000

João Carrêlo 60,000 $5.55 14-Aug-2020 27,000 nil nil nil

Franklin Davis 70,000 $5.25 28-Apr-2019 52,500 nil nil nil

60,000 $5.25 17-Mar-2020 45,000

John Lydall 70,000 $5.25 28-Apr-2019 52,500 nil nil nil

60,000 $5.25 17-Mar-2020 45,000

Note:

(1) Calculated by multiplying the total number of in-the-money Options by the difference between $6.00, the closing

share price as of December 31, 2015, and the exercise price per Common Share of such Options.

VALUE VESTED OR EARNED IN THE YEAR

The following table provides information concerning the value vested during the most recently

completed financial year for each incentive plan award.

Name

Option-based Awards -

Number Vested During the

Year

(#)

Option-based Awards -

Value Vested During the Year (1)

($)

Share-based Awards - Value

Vested During the Year

($)

Andrew Adams 43,334 nil n/a

João Carrêlo 20,000 4,600 n/a

Franklin Davis 43,334 nil n/a

John Lydall 43,334 nil n/a

Note:

(1) The amount represents the aggregate dollar value that would have been realized if the Options had been

exercised on the vesting date, based on the difference between the price of a Common Share on the vesting

date and the exercise price of the Options on the vesting date.


OPTION EXERCISES DURING THE YEAR

No Options had been exercised by any of the directors as of December 31, 2015.

SHARE OWNERSHIP POLICY COMPLIANCE

Please see “Business of the Meeting – Election of Directors – Nominee Information” for details of

Compensated Director share ownership. As of the date of this Circular, all Compensated Directors

and Share Ownership Officers have complied with the Share Ownership Policy.

EXECUTIVE COMPENSATION

NAMED EXECUTIVE OFFICERS

During the financial year ended December 31, 2015, TMAC had five “Named Executive Officers”

(“NEOs”), as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations:

Terry MacGibbon (Executive Chairman), Catharine Farrow (Chief Executive Officer), Gordon

Morrison (President and Chief Technology Officer), Ronald Gagel (Executive Vice President and

Chief Financial Officer) and Julia Micks (Executive Vice President, Human Resources).

COMPENSATION PHILOSOPHY

TMAC’s total rewards program is designed to attract, motivate and retain talented individuals by

providing competitive compensation and benefits and rewarding executives for the

achievement of business results while aligning the interests of executives with TMAC Shareholders.

TMAC believes that its compensation practices are linked to its business strategy and

performance. TMAC establishes annual key performance indicators (“KPIs”) at a corporate level

based on its business strategy. These KPIs cascade throughout TMAC, are assessed annually and

are used to determine compensation payments.

TMAC’s total rewards includes base salary, annual short-term incentives (“STIP”), long-term

incentives (“LTIP”) and benefits. STIP awards for the NEOs are based on the achievement of

corporate and individual KPIs. LTIP awards are equity based and designed to align executives’

interests with those of TMAC Shareholders and provide executives with an opportunity to share in

TMAC’s performance. Further information on the compensation and benefits aspects of TMAC’s

total rewards program can be found below at “Elements of Executive Total Rewards”.

BENCHMARKING

A review of executive compensation to TMAC’s 2015 comparator group was conducted by the

CC to ensure competitive compensation for TMAC’s executives. The CC relied upon, among

other things, publicly filed management information circulars. Data from Mercer’s Canada Mining

Industry Compensation Survey were used as an additional resource to benchmark executive

compensation. Please see “Comparator Group” above for reference.

Mercer (Canada) was retained by the CC in December 2015 and conducted a review of TMAC's

executive compensation to that of the 2016 comparator group.


ELEMENTS OF EXECUTIVE TOTAL REWARDS

Each of the following elements are discussed in detail in the following sections.

Element Form Performance Period Design Objective

Fix

ed

Co

mp

en

satio

n Base Salary

Cash One year Rewards for fulfilling day

to day responsibilities

At-

Ris

k C

om

pe

nsa

tio

n

Short-Term Incentive Cash

One year Rewards for the

achievement of annual

corporate and individual

goals

Long-Term Incentive Options Five years, usually with

1/3 vesting on the date

of grant, 1/3 on the 1st

anniversary of the date

of grant and 1/3 on the

2nd anniversary of the

date of grant

Rewards achievement

of creating long term

shareholder value

Restricted Share Rights Dependent upon the

terms set by the Board

Ind

ire

ct

Co

mp

en

satio

n Benefits Life Insurance

Health Benefits

Dental Benefits

Employee and Family

Assistance Plan

RRSP Contributions

Ongoing Provides market

competitive benefits

BASE SALARY

Base salaries are reviewed annually to ensure they reflect the individual’s expertise, experience

and performance in fulfilling their role and responsibilities, internal equity and market

competitiveness. An executive’s base salary may be below or above the median for the position

depending on a number of factors including experience, market competitiveness, performance,

retention and the recommendation of the Executive Chairman and the Chief Executive Officer.

SHORT-TERM INCENTIVE – CASH PAYMENTS

STIP awards are variable annual cash compensation paid to executives based on the

achievement of specific KPIs established for TMAC as well as the individual officer each year.

These KPIs represent challenging but achievable objectives that are consistent with TMAC’s

strategic goals and may be exceeded, resulting in scores in excess of 100% for such KPIs. The CC


is responsible for reviewing and recommending to the Board the KPIs used to assess the

performance of the executive team.

Target awards are expressed as a percentage of the executive’s base salary and determined

based on the officer’s role, experience, market competitiveness and other compensation

components. The STIP paid in any year relates to the performance and results for the previous

year. The following table summarizes the 2015 and 2016 STIP targets and 2015 performance

weightings for the NEOs.

Position 2015 Target as % of

Base Salary

2016 Target as % of

Base Salary

2015 Performance Weightings

Executive Chairman 60% 80% 70% corporate KPIs/30% individual KPIs

CEO 60% 80% 70% corporate KPIs/30% individual KPIs

All other NEOs 50% 50% 50% corporate/50% individual KPIs

The Board approves all bonus payments including STIP awards.

LONG-TERM INCENTIVE – STOCK OPTION AND RESTRICTED SHARE PLANS

TMAC’s long-term incentive plans, the Stock Option Plan and the Restricted Share Plan, provide

officers, other employees and Compensated Directors with a variable incentive that rewards

performance and commitment and aligns their interests with those of TMAC Shareholders by

linking such compensation to share price performance.

Awards are recommended by the CC and approved by the Board based on the executive’s total

target compensation relative to his/her peers and the level within the organization.

The Stock Option Plan and the Restricted Share Plan, are summarized in the following tables.

Summary of Stock Option Plan Terms

Securities

An Option entitles a holder (an “Optionee”) to purchase a Common Share at an

exercise price set at the time of the grant.

Eligibility

Directors, employees and consultants are eligible to participate.

Exercise price

The exercise price for an Option will be determined by the Board; however, if the

Common Shares are listed on a stock exchange at the time of the grant, the price will

not be less than the closing price of the Common Shares on the exchange on the

trading day immediately preceding the day of the grant of the Option.

Vesting and exercise period Options vest over a period of time as established by the Board from time to time.

Options expire five years from the date of grant.

Cessation of employment(1) In the event an Optionee’s employment is terminated as a result of permanent

disability or death, all Options vest upon the date of termination and can be exercised

until the earlier of the expiry of the term or twelve months. If an Optionee is a director

of TMAC, all Options vest upon the date the Optionee ceases to be a director of

TMAC and can be exercised until the earlier of the expiry of the term or twelve months.

If an Optionee is dismissed from employment or service for just cause, vested and

unvested Options terminate immediately. If an Optionee ceases to be eligible other

than for death, disability or just cause, vested Options are generally exercisable until

the earlier of 90 days or the expiry of the term.

Amendments The Board has the right to amend the Stock Option Plan subject to any required

shareholder or regulatory approval.

Note:

(1) For executive officers, some terms and conditions may vary based on the termination elements of their

employment agreement.


Summary of Restricted Share Plan Terms

Securities

A RSR entitles the holder (an “RSR Participant”) to receive one Common Share, without

payment of additional consideration, at the end of the restricted period or at a later

deferred date, subject to the attainment of any restrictions, including performance

conditions.

Eligibility

Directors, employees and consultants are eligible to participate.

Dividends

Dividends are credited as additional RSR to a holder’s account subject to the same

terms and conditions as the initial award.

Restrictions The Board may set restrictions including performance conditions at the time of the

grant.

Cessation of Employment(1) In the event of the death or permanent disability (and TMAC terminates the RSR

Participant’s employment), the applicable restricted period will be deemed to be

over and any Common Shares represented by RSR will be issued to the RSR Participant

or legal personal representatives of the RSR Participant subject to the Board

determining otherwise or as otherwise provided by an executive employment

agreement between TMAC and an RSR Participant, as applicable. If the RSR

Participant is a director of TMAC, the Restricted Period will be deemed to be over and

any Restricted Shares represented by RSR will be issued to the RSR Participant or legal

personal representatives of the RSR Participant subject to the Board determining

otherwise. In the event of the retirement or termination of an RSR Participant during

the applicable restricted period, any RSR held by the RSR Participant will immediately

terminate and be of no further force or effect, provided that the CC has the absolute

discretion to waive such termination. In the event of the retirement or termination of

the RSR Participant following the applicable restricted period and prior to a later

deferred payment date, TMAC will issue one Common Share for each RSR then held

by the RSR Participant.

Deferred payment An RSR Participant may elect, on a one time basis, to defer the receipt of all or any

part of his or her entitlement to Common Shares under Restricted Share Rights until

one or more deferred payment dates.

Amendments The Board has the right to amend the Stock Option Plan subject to any required

shareholder or regulatory approval.

Note:

(1) For executive officers, some terms and conditions may vary based on the termination elements of their employment

agreement.

OTHER BENEFITS

TMAC pays the premium costs for employee life insurance, medical and dental benefits and

matches the executive’s contribution to a registered retirement savings plan (a “RRSP”) to a

maximum of 5% of base salary subject to the maximum RRSP contribution limit set by the Canada

Revenue Agency. TMAC does not have a company sponsored pension plan.

EXECUTIVE TARGET COMPENSATION MIX

A significant portion of the 2015 compensation mix for TMAC’s NEOs is composed of long term

incentives to reinforce long-term growth objectives and alignment with TMAC Shareholders. The

target compensation mix in 2015 for NEOs was as follows:


2015 CORPORATE PERFORMANCE

Each year, corporate KPIs that align with the Company's business strategy are developed by

management, reviewed by the CC and approved by the Board. As a development company,

many of these KPIs are jointly shared by the executive team and this was particularly true in

2015. TMAC's 2015 objectives were focused on several key initiatives which would advance the

Hope Bay Project and enable the Company to commence production in early 2017 if successful.

TMAC achieved several milestones in 2015 that were instrumental to its success and

transformational in facilitating pre-production development of the Doris site. TMAC was able to

continue its path to production by leveraging each successive achievement. The KPIs, weightings

and results are summarized below.

KPI Weighting Results

Safety, Health & Environment

Reduce medical aids and reportable incidents by 25% over 2014 results.

TMAC’s 2015 health and safety record of zero lost time incidents and zero reportable

incidents was an improvement over 2014 and exceeded industry results. The Company

did not meet its goal to improve its 2014 environmental performance by 25% and this is

reflected in results of the joint health and safety and environmental KPIs.

10% 7.5%

Financing

Complete PFS, obtain interim financing, obtain project financing and pursue IPO and TSX

listing.

The Pre-Feasibility Study (“PFS”) was successfully completed with an effective date of

March 31, 2015 confirming the immediate development potential of the Hope Bay

Project. The PFS established new Proven and Probable Mineral Reserve estimates for

the Hope Bay project with twenty years of estimated reserves as defined under

National Instrument 43-101 (“NI 43-101”). Proven Mineral Reserves for the Doris and

Boston mine environments are estimated at an aggregate of 461,000 oz Au grading

11.0 g/t Au, whereas the three mine environments at Hope Bay contain approximately

3.0 million oz Au grading 7.4 g/t Au in Probable Mineral Reserves for a total of

20% 40%

32%

38%

45%

19%

23%

23%

47%

38%

32%

Executive Chairman

CEO

Average of all other

NEOs

Base Salary STIP LTIP

Pay at risk


approximately 3.5 million oz Au contained. The PFS was prepared in accordance with

NI 43-101 of the Canadian Securities Administrators by RPA Inc.

The Company completed a successful IPO on the TSX with trading commencing under

the symbol TMR on July 7, 2015. Under the IPO, TMAC issued 22,500,000 Common Shares

and raised aggregate gross proceeds to TMAC of $135,000,000. On July 23, 2015, TMAC

signed a credit agreement with a syndicate of lenders led by Sprott Resource Lending

Syndicate and Morgan Stanley Capital Group Inc. for US$120,000,000. On August 22,

2015, an additional 3,350,000 Common Shares were issued under an over-allotment

option raising additional aggregate gross proceeds of $20,100,000. The total

aggregate gross proceeds of the IPO were $155,100,000. The senior secured Debt

Facility, combined with the IPO proceeds, provides full funding to cover TMAC's

construction of the Hope Bay Project for first production by January 2017. It is

particularly notable that the financings were completed during a particularly

challenging time in global capital markets. More specifically, the TMAC IPO was the

largest to have been completed in the metals and mining space on the TSX since 2012.

Inuit Relations and Social Responsibility

Execute agreements and commence implementation.

On March 30, 2015, TMAC signed a comprehensive suite of Inuit agreements with the

Kitikmeot Inuit Association and Nunavut Tunngavik Inc. for the 20-year mine life

represented by the mine plan outlined in the PFS. This milestone event secured long-

term benefit and land tenure of Inuit Owned Land surface and sub-surface rights for

TMAC while providing Inuit beneficiaries with financial and socio-economic benefit

certainty from mining development and production on Inuit-Owned Land in the

Kitikmeot Region of Nunavut. With the certainty of long-term land tenure at Hope Bay

and a successful PFS, TMAC was able to aggressively pursue project financing options.

20% 30%

Path to Production

Prepare the site for development, advance the processing plant, successfully complete the

2015 sealift and effectively manage TMAC’s financial affairs.

The underground infrastructure was prepared for sustained development and mining;

The processing plant building was designed, fabricated and shipped to site;

The footings and foundations for the processing plant building were completed;

The 2015 sealift was successfully completed and included the delivery of 15 million litres

of diesel fuel;

The design of the processing plant was finalized and fabrication began;

The airstrip was widened and lengthened to accommodate larger planes on a year

round basis;

The capacity of the power plant was increased; and

Cash flow was managed prudently, internal controls in place and the first phase of the

SAP enterprise resource planning system was implemented.

20% 24%

Communications, Investors Relations and Share Price

Communicate effectively with all stakeholders and maintain positive share price relative to

peers.

10% 13%


TMAC outperformed its peers following its IPO and maintained or exceeded its IPO

share price.

Exploration and Resources

Upgrade resources and add reserves.

Continued to identify high grade exploration potential and advance understanding of

the Hope Bay ore types and metallurgy.

10% 10%

Permitting

Complete revisions to Doris North Project Certificate Amendment and Type A Water License,

advance the Draft Environmental Impact Statement.

Continued to advance Doris North Project Certificate and Type A Water License

Amendments but not completed; and

Continued to advance the Draft Environmental Impact Statement.

10% 9.3%

Total: 100% 134%

The following summarizes the individual performance of the NEOs. At management’s request, the

Board capped the combined corporate and individual performance results for all executives,

including the NEOs at 130% of the executive’s STIP target.

Executive

2015 Performance Weighting Results

A.Terrance

MacGibbon

Mr. MacGibbon’s award recognizes his leadership role for TMAC’s

successful year, providing leadership and mentorship to the senior

executives of TMAC. He was the Company’s primary spokesperson with

the investment community and led the Company’s financing efforts,

particularly the IPO.

30% 130%

Catharine

Farrow

Ms. Farrow’s award recognizes her leadership role for TMAC’s numerous

achievements in 2015 as well as the development of the Company’s

strategic plan. Ms. Farrow was also responsible for the effective leadership

of the executive team and building a high performance, technically

adept organization.

30% 130%

Gordon

Morrison

Mr. Morrison’s award recognizes his leadership role in the negotiations of

the Inuit Agreements and the completion of the PFS. As well, he was

responsible for leading the operations team thereby ensuring effective

and timely actions, particularly with respect to all aspects of the

processing plant. Mr. Morrison also oversaw TMAC’s exploration activities

as well as environmental permitting.

50% 130%

Ronald Gagel Mr. Gagel’s award recognizes his role leading and executing multiple

financing projects in 2015 including the IPO and the debt financing. As

well, Mr. Gagel provided strategic advice on the Inuit Agreements,

prudently managed the financial affairs of the Company and oversaw

the design and implementation of effective, internal cost controls and

systems while building an effective and adept team.

50% 130%

Julia Micks Ms. Micks’ award recognizes the leadership role she played on several IPO

documents and her contribution to drafting and negotiating of the Inuit

Agreements. Ms. Micks also oversaw various Human Resources and Social

Responsibility activities including the implementation of the Inuit Impacts

50% 130%


The annual short-term incentive awards for each of the NEOs is outlined below as a percentage

of annual salary and as a percentage of target.

Executive

2015 Base

Salary

$

2015 STIP

Target

%

Corporate

Results x

Weighting

%

Individual

Results

(Maximum

130%) x

Weighting

%

Total

Performance

(Maximum

130%)

%

Total 2015

STIP

$

A. Terrance MacGibbon 258,750 60% 94% 39% 130% 201,825

Catharine Farrow 388,125 60% 94% 39% 130% 302,738

Gordon Morrison 320,850 50% 67% 65% 130% 208,553

Ronald Gagel 320,850 50% 67% 65% 130% 208,553

Julia Micks 284,625 50% 67% 65% 130% 185,006

SUMMARY COMPENSATION TABLE

Compensation for the NEOs is presented in the following table for the financial years ending

December 31, 2015, 2014 and 2013.

Name and Principal

Position Year

Salary

($)

Share-

Based

Awards

($)

Option-

Based

Awards (1), (2)

($)

Annual

Incentive

Plans (3)

($)

All Other

Compensation (4)

($)

Total

Compensation (6)

($)

A. Terrance

MacGibbon (5)

Executive Chairman

2015 258,750 Nil 387,345 201,825 16,198 864,118

2014 250,000 Nil 585,060 136,950 7,097 979,107

2013 181,573 Nil Nil 135,000 1,972 318,545

Catharine Farrow (5)

Chief Executive Officer

2015 388,125 Nil 387,345 302,738 18,178 1,096,386

2014 375,000 Nil 585,060 205,425 11,862 1,177,347

2013 286,098(5) Nil Nil 180,000 2,896 468,994

Gordon Morrison (4)

President and Chief

Technology Officer

2015 320,850 Nil 237,405 208,553 17,604 784,412

2014 310,000 Nil 359,394 139,500 10,496 819,390

2013 201,748 Nil Nil 125,000 2,869 329,617

Ronald Gagel (5)

Executive Vice

President And Chief

Financial Officer

2015 320,850 Nil 237,405 208,553 17,240 784,048

2014 310,000 Nil 359,394 145,700 9,454 824,548

2013 201,748 Nil Nil 125,000 2,502 329,250

Julia Micks (7)

Executive Vice

President, Human

Resources

2015 284,625 Nil 166,600 185,006 17,240 653,471

2014 275,000 Nil 317,604 129,250 8,579 730,433

2013 156,034 Nil Nil 112,500 2,648 271,182

Notes:

(1) Represents the value of Options awarded March 17, 2015, when TMAC was a private company, calculated using

the Black-Scholes methodology. The Black-Scholes value was calculated using the following assumptions: risk-

free interest rate – 0.52%; volatility - 73%; expected life – 3 years; and dividend yield of 0%.

(2) Represents the value of Options awarded April 28, 2014, when TMAC was a private company, calculated using

the Black-Scholes methodology. The Black-Scholes value was calculated using the following assumptions: risk-

free interest rate – 1.19%; volatility - 72%; expected life – 3 years; and dividend yield of 0%.

(3) Reflects the value of STIP awards. All cash incentive payments are reported in the financial year in which they

are earned, and are generally paid in the following year.

Benefit Agreement (“IIBA”), organizational development, workforce

planning and talent acquisition.


(4) The amounts in this column include premiums for life insurance, health and dental and RRSP contributions paid

by TMAC.

(5) Mr. MacGibbon joined TMAC on October 30, 2012 and Ms. Farrow, Mr. Morrison and Mr. Gagel joined TMAC on

January 1, 2013; Messrs. MacGibbon, Morrison and Gagel and Ms. Farrow commenced receipt of salary from

TMAC effective March 13, 2013.

(6) Includes the amount paid to FarExGeoMine Ltd. for Ms. Farrow’s services as Chief Executive Officer from January

1, 2013 to March 12, 2013.

(7) Ms. Micks joined TMAC on April 22, 2013.

(8) Mr. MacGibbon and Ms. Farrow do not receive compensation for their service as directors.

Effective January 1, 2016, Mr. MacGibbon’s base salary was increased to $270,000, Ms. Farrow’s

base salary was increased to $400,000, Mr. Morrison’s base salary was increased to $330,000, Mr.

Gagel’s base salary was increased to $330,000 and Ms. Micks’ base salary was increased to

$293,000. As well, following the results of Mercer (Canada)’s review of executive compensation,

Mr. MacGibbon and Ms. Farrow’s STIP targets were increased to 80% of base salary effective

January 1, 2016.

INCENTIVE PLAN AWARDS FOR NEOS

OUTSTANDING OPTION-BASED AND SHARE-BASED AWARDS

The following table shows all option-based and share-based awards outstanding as at December

31, 2015.

Option-based Awards Share-based Awards

Name and Principal

Position

Number of

Securities

Underlying

Unexercised

Options

(#)

Option

Exercise

price

($)

Option Expiry

date

Value of

unexercised

in-the-

money

Options(1)

($)

Number

of Shares

or Units of

Shares

that have

not

Vested

Market or

Payout

Value of

Share-

Based

Awards

that have

not

Vested

Market or

Payout

Value of

Vested

Share-

Based

Awards

not Paid

Out or

Distributed

A. Terrance

MacGibbon

Executive Chairman

233,333 5.25 28-Apr-2019 175,000 nil nil nil

155,000 5.25 17-Mar-2020 116,250

Catharine Farrow

Chief Executive

Officer

233,333 5.25 28-Apr-2019 175,000 nil nil nil

155,000 5.25 17-Mar-2020 116,250

Gordon Morrison

President and Chief

Technology Officer

143,333 5.25 28-Apr-2019 107,500 nil nil nil

95,000 5.25 17-Mar-2020 71,250

Ronald Gagel

Executive Vice

President and Chief

Financial Officer

143,333 5.25 28-Apr-2019 107,500 nil nil nil

95,000 5.25 17-Mar-2020 71,250

Julia Micks

Executive Vice

President Human

Resources

126,666 5.25 28-Apr-2019 95,000 nil nil nil

66,666 5.25 17-Mar-2020 50,000

Note:

(1) Calculated by multiplying the total number of in-the-money Options by the difference between $6.00, the closing

share price as of December 31, 2015, and the exercise price per Common Share of such Options.


VALUE VESTED OR EARNED IN THE YEAR

The following table provides information concerning the value vested or earned during the most

recently completed financial year for each incentive plan award.

Name and Principal

Position

Option-based

Awards- Number

Vested During the

Year

(#)

Option-based

Awards- Value

Vested During the

Year (1)

($)

Share-based

Awards- Value

Vested During the

Year

($)

Non-equity

Incentive Plan

Compensation-

Value Earned

During The Year

($)


Executive Chairman 129,443 nil n/a 201,825

Catharine Farrow

Chief Executive Officer 129,443 nil n/a 302,738

Gordon Morrison

President and Chief

Technology Officer

79,443 nil n/a 208,553

Ronald Gagel

Executive Vice President

and Chief Financial Officer

79,443 nil n/a 208,553

Julia Micks

Executive Vice President

Human Resources

64,444 nil n/a 185,006

Note:

(1) The amount represents the aggregate dollar value that would have been realized if the Options had been

exercised on their respective vesting date, which value is calculated as the difference between the price of a

Common Share on the respective vesting date and the exercise price of the Options on the vesting date.

OPTION EXERCISES DURING THE YEAR

During the year ended December 31, 2015, no Options were exercised by the NEOs.

SHARE OWNERSHIP POLICY COMPLIANCE

The following executives are subject to TMAC’s Share Ownership Policy. Details of their share

ownership are as follows:

Share Ownership Officer(1) Common Shares

held(2)

(#)

Value of Common

Shares held(3)

($)

Share Ownership Policy(4)

Minimum required

($)

Policy

met?


Executive Chairman 2,456,419

14,738,514

675,000 Yes

Catharine Farrow

Chief Executive Officer 703,000

4,218,000

900,000 Yes

Gordon Morrison

President and Chief

Technology Officer

748,876

4,493,256

750,000 Yes

Ronald Gagel

Executive Vice President and

Chief Financial Officer

279,999

1,679,994

750,000 Yes


Notes:

(1) The position of Chief Operating Officer is currently vacant.

(2) Refers to the number of Common Shares beneficially owned, controlled or directed (directly or indirectly) as at

December 31, 2015.

(3) Calculated by multiplying the total number of Common Shares held by $6.00, the closing share price as of

December 31, 2015.

(4) The minimum required is based on annualized salaries as at March 12, 2013, the date that the Share Ownership

Officers were executive officers in receipt of salary from TMAC. For a discussion of TMAC’s Share Ownership Policy,

see “Share Ownership Policy”, above.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Company has entered into employment agreements with, among others, each of its NEOs

that set out the terms and conditions of their employment as well as entitlements should the

Company terminate their employment other than for cause. Terry MacGibbon has not executed

a written employment agreement with the Company but is instead currently employed by the

Company pursuant to a verbal employment agreement with the Company which addresses all

of the same matters as addressed by the written employment agreements executed by the other

NEOs.

The agreements include termination provisions for several scenarios including a “Change of

Control”. The following table summarizes the compensation that would be payable to each NEO

should their employment with TMAC be terminated.

Termination Payment Trigger

Following Disability Termination without Cause Following a Change of Control

Base Salary nil 12 months’ base salary plus

three months’ base salary for

each 12 months of service

after the date of the

employment agreement to a

combined maximum of 24

months

2x annual base salary

STIP 1x the STIP received in the

most recently completed year

An amount equal to 12

months’ STIP plus three

months’ STIP for each 12

months of service after the

date of the employment

agreement to a combined

maximum of 24 months’ STIP;

STIP is the average of the STIP

paid for the last two

completed calendar years

2x average STIP over most

recent 2 years

LTIP All unvested entitlements

continue to vest and be

exercisable as provided for in

the applicable plan

Unvested entitlements

continue to vest 90 days

following notice of termination

and, in addition, all

entitlements that vested prior

to notice of termination will

remain exercisable in the

same manner and on the

same terms that existed prior

to the notice of termination for

a period of one year following

notice of termination

All Options and Restricted

Share Rights vest immediately

upon the Change of Control

and remain exercisable for the

balance of their original terms

notwithstanding any vesting

provisions to which such

securities may have otherwise

been subject.

Benefits Payments continue in

accordance with the terms of

the benefits contract

Payments continue until the

earlier of the period of time

calculated for the payment of

base salary or new

employment

Payments continue until the

earlier of two years or new

employment


TMAC’s employment agreements with its NEOs define a “Change of Control” as:

(i) a consolidation, amalgamation, arrangement or other reorganization or acquisition

involving TMAC, as a result of which the holders of voting securities of TMAC prior to the

completion of the transaction hold less than 40% of the votes attached to the outstanding

voting securities of the successor corporation or parent of TMAC;

(ii) a resolution is adopted by the TMAC Shareholders to wind up or liquidate TMAC;

(iii) any person or group of persons acting jointly or in concert acquires voting securities of

TMAC that entitle such acquirer to vote 40% or more of the votes attached to TMAC’s

outstanding voting securities, provided that if Newmont holds voting securities that entitle

Newmont to vote at least 40% of the votes attached to TMAC’s outstanding voting

securities immediately prior to the acquisition, and Newmont is the acquiror, the acquisition

must provide Newmont and any persons acting jointly or in concert with Newmont with

voting securities of TMAC that entitle Newmont to vote 50% or more of the votes attached

to TMAC’s outstanding voting securities;

(iv) any person or group of persons acting jointly or in concert succeed in having a sufficient

number of its nominees elected to the Board such that such nominees, plus any existing

nominee of such person or group, constitute the majority of the Board; or

(v) the Board adopts a resolution that a Change of Control has occurred or is imminent.

In the event of a Change of Control of TMAC, the terms and conditions would only apply if the

employment of the NEOs is terminated within the 12 month period immediately following the date

of the Change of Control by TMAC for any reason other than just cause or disability or in the event

that “Good Reason” (as defined in the employment agreements) occurs and the NEO elects to

terminate his or her employment.

The agreements also contain non-solicitation, non-competition and confidentiality provisions

which will apply on a termination of employment with TMAC. Non-competition and non-

solicitation restrictions apply for a period of one year from the date the executive’s employment

with TMAC ceases, and the confidentiality provisions apply, subject to certain exceptions, for an

indefinite period of time following the termination of employment of an executive.

POTENTIAL TERMINATION AND CHANGE OF CONTROL PAYMENTS

The estimated aggregate of amounts payable and the value of awards to each of the NEOs

under various termination scenarios are outlined in the table below, which estimates assume:

A termination date of December 31, 2015;

The values of vested Option-based awards are calculated by multiplying the total number

of Options vested during the year by the difference between $6.00, the closing share price

as of December 31, 2015, and the exercise price of such Options; and

The values of Option-based awards which vest within 90 days after the deemed date of

termination of December 31 2015 are calculated by multiplying the number of options

vested by the difference between $6.00, the closing share price as of December 31, 2015,

and the exercise price of such Options.

Name Disability/Death

($)

Resignation

($)

Termination

with Cause

($)

Termination

without Cause

($)

Change of

Control with

Termination

($)


A. Terrance

MacGibbon

493,075 nil nil 971,754 1,179,920

Catharine Farrow 593,988 nil nil 1,184,745 1,612,019

Gordon Morrison 387,303 nil nil 889,480 1,205,833

Ronald Gagel 387,303 nil nil 891,992 1,209,182

Julia Micks 330,005 nil nil 785,155 1,062,984

OTHER INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides details of compensation plans under which equity securities of TMAC

are authorized for issuance under compensation plans as of the financial year ended December

31, 2015.

Securities to be Issued

Upon Exercise of

Outstanding Options

and Rights

Weighted-Average

Exercise Price of

Outstanding Options

and Rights

Securities Remaining

Available for Future

Issuance Under Equity

Compensation Plans

Plan Category # $ #

Stock Option Plan approved by

shareholders(1)

2,769,388

5.29

4,656,937

Restricted Share Plan approved by

shareholders(1)

nil n/a n/a

Equity compensation plans not

approved by securityholders

nil n/a n/a

Note:

(1) The total number of Common Shares reserved for issuance pursuant to the Restricted Share Plan and the Stock

Option Plan shall not exceed 10% of TMAC’s outstanding Common Shares at the time of the grant.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed below, no informed person of TMAC, nominee for election as a director

of TMAC, or any associate or affiliate of an informed person or nominee, has or had any material

interest, direct or indirect, in any transaction or any proposed transaction since January 1, 2015

which has materially affected or will materially affect TMAC.

In January 2015, RCF completed the purchase of Common Shares at a price of $5.25 per Common

Share, for gross proceeds to TMAC of $40,000,000. As part of the IPO, on July 7, 2015, (i) RCF

purchased 7,500,000 Common Shares at a price of $6.00 per Common Share, for aggregate gross

proceeds paid to TMAC of $45,000,000; and (ii) Newmont purchased 3,666,667 Common shares

at a price of $6.00 per Common Share, for aggregate gross proceeds paid to TMAC of

$22,000,002, RCF’s address is 1400 Sixteenth Street, Suite 200, Denver, CO, USA, 80202, Newmont’s

address is 6363 South Fiddler’s Green Circle, Suite 800, Greenwood Village, CO, 80111.


ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR website under TMAC’s

profile at www.sedar.com. Financial information related to the Company is contained in the

Company’s audited financial statements and related management’s discussion and analysis for

the year ended December 31, 2015. Copies of the Company’s audited financial statements,

related management’s discussion and analysis and Annual Information Form prepared for TMAC’s

fiscal year ended December 31, 2015 may be obtained free of charge by writing to the Vice

President, Investor Relations of the Company at Suite 1010, 95 Wellington Street West, Toronto,

Ontario, Canada, M5J 2N7 or may be access on the Company’s website at

www.tmacresources.com or under the Company’s profile on SEDAR as noted above.

DIRECTORS’ APPROVAL

The contents of this Circular and the sending thereof to the shareholders of TMAC have been

approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “A. Terrance MacGibbon”


Executive Chairman

Toronto, Ontario

May 12, 2016

http://www.sedar.com/

http://www.tmacresources.com/

A-1

SCHEDULE A

GLOSSARY OF DEFINED TERMS

In this Circular, the following capitalized terms shall have the following meanings, in addition to

other terms defined elsewhere in this Circular.

“Board” means the board of directors of TMAC.

“By-Law” means the general by-law adopted by TMAC.

“Circular” means this management information circular dated May 12, 2016, including the

schedule attached hereto, prepared and sent to TMAC Shareholders in connection with the

Meeting.

“Code” means the Code of Ethical Business Conduct adopted by TMAC.

“Common Shares” means the common shares in the capital of TMAC.

“ET” means Eastern Time.

“Hope Bay Project” means the area covered by the Hope Bay mineral property in the Hope Bay

Greenstone Belt of the Kitikmeot region of Nunavut.

“IFRS” means the International Financial Reporting Standards as issued by the International

Accounting Standards Board and interpretations of the International Financial Reporting

Interpretations Committee and the former Standing Interpretations Committee.

“IIBA” means the Inuit Impact Benefits Agreement which TMAC entered into on March 30, 2015

with the Kitikmeot Inuit Association.

“Insider” of TMAC means a “reporting insider” of TMAC that is subject to insider reporting

requirements pursuant to National Instrument 55-104 – Insider Reporting Requirements and

Exemptions, and any associates or affiliates of such reporting insider.

“Inuit Agreements” refers to the Mineral Exploration Agreement granting TMAC access to the Inuit-

owned subsurface mineral rights administered by Nunavut Tunngavik Inc., the Framework

Agreement and the IIBA all entered into on March 30, 2015.

“IPO” of TMAC means the initial public offering completed July 7, 2015.

“LTIP” has the meaning ascribed to it in “Compensation Discussion and Analysis – Executive

Compensation – Compensation Philosophy”.

“Meeting” means the annual and special meeting of TMAC Shareholders on June 21, 2016

commencing at 4:30 p.m. (ET), to be held at The Hockey Hall of Fame, 30 Yonge Street, Toronto,

Ontario, and any adjournment or postponement thereof.

“NEO” has the meaning ascribed to it in “Compensation Discussion and Analysis – Executive

Compensation – Named Executive Officers”.

“Newmont” means Newmont Mining Corporation, a corporation organized under the laws of

Delaware, and/or its affiliates.

“NI 52-110” means National Instrument 52-110 – Audit Committees.

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“NI 58-101” or the “Governance Disclosure Rule” means National Instrument 58-101 – Disclosure of

Corporate Governance Practices.

“NP 58-201” or the “Governance Guidelines” means National Policy 58-201 – Corporate

Governance Guidelines.

“NIRB” means Nunavut Impact Review Board.

“OBCA” means the Business Corporations Act (Ontario), as amended.

“Options” means options to purchase Common Shares issued by TMAC pursuant to the terms of

the Stock Option Plan.

“RCF” means Resource Capital Fund VI L.P., a limited partnership administered by Resource

Capital Funds (“RCF Funds”), a group of mining-focused private equity funds.

“Restricted Share Plan” means the TMAC restricted share plan, as amended, last approved by

TMAC Shareholders on June 26, 2014.

“Restricted Share Rights” means rights to acquire Common Shares issued by TMAC pursuant to the

terms of the Restricted Share Plan

“Stock Option Plan” means the TMAC stock option plan, as amended, last approved by TMAC

Shareholders on June 26, 2014.

“STIP” has the meaning ascribed to it in “Compensation Discussion and Analysis – Executive

Compensation – Compensation Philosophy”.

“TMAC”, the “Company”, “we”, “us” or “our” means TMAC Resources Inc., a corporation

organized under the laws of Ontario.

“TMAC Shareholders” means the holders of Common Shares.

“TSX” means the Toronto Stock Exchange.

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SCHEDULE B

MANDATE OF THE BOARD OF DIRECTORS

Purpose

The Board of Directors (the "Board") of TMAC Resources Inc. (the "Corporation") is

responsible for the supervision of the management of the business and affairs of the

Corporation. The Board should manage the responsibilities and obligations set out below,

either directly or through committees of the Board. The Board will, however, retain its

oversight function and ultimate responsibility for these matters.

Composition

1. The Board should consist of individuals who possess skills and competencies in areas that

are relevant to the business and affairs of the Corporation. At least a majority of the directors will be "independent" directors within the meaning of applicable securities laws, instruments, rules and policies and regulatory requirements (collectively "Applicable Laws").

2. The directors of the Corporation will be elected at the annual meeting of the shareholders of

the Corporation and shall serve until no longer than the close of the next annual meeting of shareholders, subject to re-election thereat.

Meetings

3. The Board shall have at least four regularly scheduled meetings in each financial year of the Corporation.

4. The Chairman of the Board (the "Chairman"), the Chief Executive Officer (the "CEO") and the

Lead Director of the Board (the "Lead Director"), if any, are responsible for the agenda for each meeting of the Board. Prior to each Board meeting, the Chairman and the CEO will discuss agenda items for the meeting with the Lead Director, if any. Materials for each meeting should be distributed to the Board in advance of the meeting.

5. Directors are expected to attend at least three quarters of all meetings of the Board held in a

given financial year of the Corporation and to adequately review meeting materials in advance of each meeting.

6. The independent directors (in this context, meaning directors who are not also senior officers

or not independent within the meaning of Applicable Laws) should hold an in-camera session without the non-independent directors and any senior officers present at each meeting of the Board, unless such a session is not considered necessary by the independent directors present. The Chairman, if independent, and if not independent, the Lead Director, if any, should chair the in-camera sessions.

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Board Committees

7. The Board may appoint such committees from time to time as it considers appropriate. Each permanent committee shall have a mandate that is approved by the Board, setting out the responsibilities of, and the extent of the powers delegated to, such committee by the Board. The committees currently consist of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, the Safety, Health and Environmental Affairs Committee and the Corporate Social Responsibility Committee.

Responsibilities Oversight of Management and the Board

8. The Board is responsible for the appointment and replacement of the senior officers of the

Corporation. The Board should ensure that appropriate succession planning, including the appointment, training and monitoring of the senior officers and members of the Board, is in place.

9. The Board is responsible for satisfying itself as to the integrity of the CEO and the other senior

officers of the Corporation, and that the CEO and the other senior officers create a culture of integrity throughout the Corporation.

10. The Board should annually consider what additional skills and competencies would be helpful

to the Board, with the Corporate Governance and Nominating Committee being responsible for identifying specific candidates for consideration for appointment to the Board.

11. If the Chairman is not independent within the meaning of Applicable Laws and a Lead Director

is required, or is considered desirable by the Corporate Governance and Nominating Committee, such committee will recommend a candidate for the position of Lead Director from among the independent members of the Board. The Board will be responsible for appointing the Lead Director.

12. Through the Compensation Committee, the Board should review the compensation of

directors to ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director, and should review the compensation of the senior officers to ensure that it is competitive within the industry and that the form of compensation aligns the interests of each senior officer with those of the Corporation.

13. The Board should review and assess, or delegate such review and assessment to an

appropriate committee of the Board, the Corporation’s Disclosure Policy from time to time, and at least annually. If such review and assessment is delegated to a committee of the Board, such committee shall submit any proposed amendments to the Board for consideration.

14. The Board should review and evaluate the Corporation’s Anti-Bribery and Anti-Corruption

Policy on an annual basis to determine whether such policy is effective in ensuring compliance by the Corporation, its directors, officers, employees, consultants and contractors with the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada) and any other similar laws applicable to the Corporation.

Financial Matters

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15. The Board is responsible for reviewing the financial and underlying operational performance of the Corporation.

16. The Board should review and approve the annual financial statements, management's

discussion and analysis related to such annual financial statements, budgets and forecasts, annual information form and management information circular of the Corporation, as applicable.

17. Unless delegated to the Audit Committee, the Board should review and approve the quarterly financial statements and management's discussion and analysis related to such quarterly financial statements.

18. The Board should annually review, together with the Audit Committee, the directors’ and officers’ third-party liability insurance of the Corporation.

19. The Board should review (or delegate such review to an appropriate committee of the Board)

in advance of public release: (i) any earnings guidance, and (ii) any news release containing financial information based upon financial statements and management's discussion and analysis that have not previously been released.

20. The Board, primarily through the Audit Committee, should monitor and ensure the integrity of

the internal controls and procedures (including adequate management information systems) within the Corporation and the financial reporting procedures of the Corporation.

21. The Board is responsible for considering, and if established, reviewing from time to time, a

dividend policy for the Corporation.

Business Strategy

22. The Board has primary responsibility for the strategic direction of the Corporation. The Board will contribute to the development of such strategic direction by approving, at least annually, a strategic plan and budget developed and proposed by the senior officers, subject to any changes required by the Board. The strategic plan and budget should take into account the business opportunities and business risks of the Corporation. The Board will review with the senior officers from time to time the strategic planning environment, the emergence of new opportunities, trends and risks and the implications of these factors on the strategic direction of the Corporation. The Board will review and approve the financial objectives, plans and actions of the Corporation, including significant capital allocations and expenditures.

23. The Board should review annually, and is responsible for ensuring that procedures are in

place to appropriately manage, the principal business risks of the Corporation. 24. The Board should monitor corporate performance against the approved strategic plan and

budget, including assessing operating results, to evaluate whether the business of the Corporation is being appropriately managed.

25. The Board is responsible for reviewing and approving all material transactions affecting the

Corporation not contemplated in the strategic plan and budget approved by the Board from time to time.

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Communications and Reporting to Shareholders

26. The Board is responsible for overseeing the continuous disclosure program of the Corporation, with a view to satisfying itself that adequate procedures are in place to ensure that material information is disclosed in accordance with Applicable Laws.

27. The Board will ensure that the Corporation has a disclosure policy for investor relations and

public disclosure.

Corporate Governance

28. The Corporate Governance and Nominating Committee will recommend, and the Board will establish, the approach of the Corporation to corporate governance.

29. The Board is responsible for assessing its own effectiveness in fulfilling this mandate and shall

assess this mandate, as well as the mandate of each committee (considering, among other things, the recommendations of the applicable committee) from time to time, and at least annually.

30. The Board is responsible for evaluating the relevant relationships of each independent director

and is required to make an affirmative decision that any such relationship does not preclude a determination that the director is independent within the meaning of Applicable Laws.

31. The Board is responsible for ensuring the establishment of appropriate standards of corporate

conduct and should ensure that adequate procedures are in place to monitor compliance with the Corporation's Code of Business Conduct and Ethics. Only the Board may grant waivers of the Code of Business Conduct and Ethics which would be to the benefit of any director or senior officer.

32. If any resignations are submitted in accordance with the Majority Voting Policy of the

Corporation (the “Policy”), the Board shall refer the resignation to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee and the Board may adopt such procedures as they see fit to assist it in their determinations with respect to the Policy.

General

33. The Board is responsible for performing such other functions as are prescribed by law, including all Applicable Laws.

34. The Board may at any time retain outside financial, legal or other advisors at the expense of

the Corporation. Any director may, subject to the approval of the Corporate Governance and Nominating Committee, retain an outside financial, legal or other advisor at the expense of the Corporation.

Feedback 35. The Board welcomes input and comments from shareholders of the Corporation relating to

this mandate. Such input and comments may be sent to the Board at the head office address of the Corporation.

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