INFORMATION CIRCULAR

As of August 31, 2015 (unless otherwise noted)

All figures are expressed in United States dollars (unless otherwise noted) MANAGEMENT SOLICITATION OF PROXIES

The Company is providing this Information Circular and a form of proxy in connection with management's solicitation of proxies for use at the annual general meeting (the 'Meeting') of the Company to be held on October 22, 2015 and at any adjournments. Unless the context otherwise requires, when we refer in this Information Circular to the Company, its subsidiaries are also included. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will not reimburse shareholders, nominees, or agents for their costs of obtaining authorization from their principals to sign forms of proxy. The Company will pay the cost of solicitation.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on your behalf in accordance with the instructions given by you in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the 'Management Proxyholders').

As a shareholder, you have the right to appoint a person other than a Management Proxyholder, to represent you at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person's name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

VOTING BY PROXY

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with your instructions on any ballot that may be called for and if you specify a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If you do not specify a choice and you have appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favor of the matters specified in the Notice of Meeting and in favor of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

You must deliver the completed form of proxy to the office of the Company's registrar and transfer agent, Valiant Trust Company, 600-750 Cambie Street, Vancouver, British Columbia, Canada or fax 604-681-3067or to the Company's head office at the address listed on the cover page of this Information Circular, not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the scheduled time of the Meeting or any adjournment. Alternatively, Shareholders may vote by internet and, if so, it is not necessary to return the proxy. Reference is made to the form of proxy for the specific instructions as to voting by internet.

TriStar Gold, Inc.

16360 Park Ten Place, Suite 125, Houston, Texas 77084, U.S.A. | Tel: 281.579.3400 Fax: 281.579.9799 | www.TriStarAU.com

NON-REGISTERED HOLDERS

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most of the Company's shareholders are 'non- registered' shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a 'Nominee'). If you purchased your shares through a broker, you are likely an unregistered holder.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as 'NOBOs'. Those non-registered holders who have objected to disclosing ownership information about themselves to the Company are referred to as 'OBOs'.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non- registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

Meeting materials sent to non-registered holders who have not waived the right to receive Meeting materials are accompanied by a request for voting instructions (a 'VIF'). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a non-registered shareholder is able to instruct the registered shareholder (or Nominee) how to vote on behalf of the non-registered shareholder. VIFs, whether provided by the Company or by a Nominee, should be completed and returned in accordance with the specific instructions noted on the VIF.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In either case, the purpose of this procedure is to permit non-registered shareholders to direct the voting of the shares which they beneficially own. Non-registered shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a non-registered holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the non-registered holder may request (in writing) to the Company or its Nominee, as applicable, without expense to the non-registered holder, that the non- registered holder or his/her nominee be appointed as proxyholder and have the right to attend and vote at the Meeting.

In addition, Canadian securities legislation now permits the Company to forward meeting materials directly to 'non objecting beneficial owners'. If the Company or its agent has sent these materials directly to you (instead of through a Nominee), your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee holding on your behalf. By choosing to send these materials to you directly, the Company (and not the Nominee holding on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions.

REVOCABILITY OF PROXY

If you are a registered shareholder who has returned a proxy, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, as a registered shareholder, you or your attorney authorized in writing or, if you are a corporation, by an authorized Director, officer or attorney of the corporation, may revoke it by either:

1. signing a proxy bearing a later date; or

2. signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy; or

3. attending the Meeting in person and registering with the scrutineer as a registered shareholder present in person.

Only registered shareholders have the right to revoke a proxy. The later proxy or the notice of revocation must be delivered to the office the Company's registrar and transfer agent or to the Company's head office at any time up to and including the last business day before the scheduled time of the Meeting or any adjournment, or to the Chairman of the Meeting on the day of the Meeting or any adjournment.

If you are a non-registered shareholder who wishes to revoke a proxy authorization form (voting instructions) or to revoke a waiver of your right to receive Meeting materials and to give voting instructions, you must give written instructions to your Nominee at least seven days before the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS

The Company is authorized to issue an unlimited number of common shares without par value (the 'shares'), of which 94,007,966 shares are issued and outstanding as of August 31, 2015 the record date for the Meeting. There is only one class of shares.

Persons who are registered shareholders at the close of business on August 31, 2015, will be entitled to receive notice of and vote at the Meeting. On a show of hands, every shareholder and proxyholder will have one vote and, on a poll, every shareholder present in person represented by proxy will have one vote for each share. In order to approve a motion proposed at the Meeting, a majority of more than 50% of the votes cast will be required to pass an ordinary resolution, and a majority of at least two thirds (2/3) of the votes cast will be required to pass a specialresolution.

To the knowledge of the Directors and executive officers of the Company, no person or company beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to all shares of the Company.

ELECTION OF DIRECTORS

The Directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until that person sooner ceases to be a Director. The shareholders will be asked to pass an ordinary resolution to set the number of Directors of the Company at seven for the next year, subject to any increases permitted by the Company's Articles.

The Company has two committees, an Audit Committee and a Compensation Committee. Members of these committees are as set out below.

Unless you provide other instructions, the enclosed proxy will be voted for the nominees listed below, all of whom are presently members of the Board of Directors. Management does not expect that any of the nominees will be unable to serve as a Director. If before the Meeting any vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the shares represented by the proxy for the election of any other person or persons as Directors.

Management of the Company proposes to nominate each of the following persons for election as a Director. Information concerning such persons, as furnished by the individual nominees, is as follows:

1. Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at August 31, 2015, based upon information furnished to the Company by individual Directors. Unless otherwise indicated, such shares are held directly.

2. Member of the Compensation Committee.

3. Member of the Audit Committee.

No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity.

CORPORATE CEASE TRADE ORDERS AND BANKRUPTCIES

To the knowledge of the Company, no proposed Director:

1. is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a Director, chief executive officer or chief financial officer of any company (including the Company) that:

   
   

2. 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 issued while the proposed Director was acting in the capacity as Director, CEO or CFO; or

3. was subject to a cease trade, and 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, CEO or CFO and which resulted from an event that occurred while the proposed Director was acting in the capacity as Director, CEO or CFO of such company; or

4. is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, 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

5. has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed Director; or

6. has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

7. has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed Director.




The following persons proposed for election as Directors of the Company hold Directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
Mark E. Jones, III	Solitario Exploration and Royalty Corp.
Brian C. Irwin	Carlin Gold Corporation, Constantine Metal Resources Ltd., Northair Silver Corp.
Leendert G. Krol	Romarco Minerals Inc., Victoria Gold Corp.
Patrick L. Glazier	Gold Reach Resources Ltd.
Diane R. Garrett	Romarco Minerals Inc.
Carlos Vilhena	Nil
Quinton Hennigh	Novo Resources Corp., Gold Canyon Resources Precipitate Gold Corp., NV Gold Corp.




EXECUTIVE COMPENSATION




During the year ended December 31, 2014, the Company had three (3) Named Executive Officers as defined herein: Mark E. Jones III, CEO, Brian C. Irwin, CFO and Elton L.S. Pereira, Vice-President of Exploration.




Compensation Discussion and Analysis




Compensation, Philosophy and Objectives




Remuneration plays an important role in attracting, motivating, rewarding and retaining knowledgeable and skilled individuals to the Company's management team. The Company does not have a formal compensation program. The Compensation Committee meets to discuss and determine management compensation, without reference to formal

objectives, criteria or analysis. The Compensation Committee seeks to ensure that total compensation paid to all Named Executive Officers, is fair and reasonable. The Compensation Committee reviews compensation paid to executives of Companies similar in size of development in the industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the executives while taking into account the financial and other resources of the Company.




The Board, as a whole, ensures that total compensation paid to all Named Executive Officers, is fair and reasonable. The Board relies on the experience of its members as officers and Directors with other junior mining companies in assessing compensation levels.




Analysis of Elements




Base salary is used to provide the Named Executive Officers a set amount of money during the year with the expectation that each Named Executive Officer will perform his responsibilities to the best of his ability and in the best interests of the Company. Cash bonuses are used, as determined by the Compensation Committee and the Board, to supplement the issuance of option-based awards and are related to the financial performance of the Company, as well of the achievement of individual performance objectives. During the year ended December 31, 2014, no bonuses were paid to any of the Named Executive Officers.




The Company considers the granting of incentive stock options to be a significant component of executive compensation as it allows the Company to reward each Named Executive Officer's efforts to increase value for shareholders without requiring the Company to use cash from its treasury. Stock options are generally awarded to Directors, officers, consultants and employees at the commencement of employment and periodically thereafter. The terms and conditions of the Company's stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Company's stock option plan (the 'Stock Option Plan').




Long Term Compensation and Option Based Awards




The Company has no long term incentive plans other than the Stock Option Plan. The Company's Directors, officers, consultants and employees are entitled to participate in the Stock Option Plan. The Stock Option Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and others. The Board believes that the Stock Option Plan aligns the interests of the Named Executive Officer and the Board with shareholders by linking a component of executive compensation to the longer term performance of the Company's common shares.




Options are granted by the Board of Directors as recommended by the Compensation Committee. In monitoring or adjusting the option allotments, the Board takes into accounts its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the Name Executive Officers and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility.




In addition to determining the number of options to be granted pursuant to the methodology outlined above, the Board also makes the following determinations:

• parties who are entitled to participate in the Stock Option Plan;

• the exercise price for each stock option granted, subject to the provision that the exercise price cannot be lower than prescribed discount permitted by the the TSX Venture Exchange (the 'Exchange') from the market price on the date of grant;

• the date on which each option is granted;

• the vesting period, if any, for each stock option;

• the other material terms and conditions of each stock option grant; and

• any re-pricing or amendment to a stock option grant.

The Board makes these determinations subject to and in accordance with the provisions of the Stock Option Plan. The Board reviews and approves grants of options on an annual basis and periodically during a financial year.

Pursuant to the Company's Stock Option Plan, the Company's Board grants options to Directors, officers, consultants and employees as incentives, subject to recommendation by the Compensation Committee. The level of stock options

awarded to a Named Executive Officer is determined by his position and his potential future contributions to the Company.




Compensation Governance

For more information about the Compensation Committee and its compensation policies, please see the 'Corporate Governance Disclosure - Compensation of Directors and Senior Management'.




Summary Compensation Table




For the purposes of this Information Circular, a 'Named Executive Officer' means each of the following individuals:

1. a CEO of the Company;

2. a CFO of the Company;

3. each of the Company's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than Canadian dollars ('CAD$') $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6, for the December 31, 2014 year end; and

4. each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer, nor acting in a similar capacity at December 31, 2014.




Summary Compensation Table




The following table sets forth all direct and indirect compensation for the Named Executive Officers.




Name and principal position	Period ended	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation (2) ($)	Total Compensation ($)
					Annual incentive plans (1) ($)	Long- term incentive plans ($)
Mark E. Jones III, Chairman, CEO, & Director	Dec. 31, 2014	31,500(3)	Nil	14,238(6)	Nil	Nil	Nil	Nil	45,738
	Dec. 31, 2013	142,188(3)	Nil	Nil	Nil	Nil	Nil	18,825	161,013
	Dec. 31, 2012	210,000(3)	Nil	35,711(7)	Nil	Nil	Nil	22,550	268,261
Brian C. Irwin, CFO & Director	Dec. 31, 2014	17,240(4)	Nil	12,458(6)	Nil	Nil	Nil	Nil	29,698
	Dec. 31, 2013	86,635(4)	Nil	Nil	Nil	Nil	Nil	12,000	98,635
	Dec. 31, 2012	126,076(4)	Nil	21,427(7)	Nil	Nil	Nil	16,063	163,566
Elton L.S. Pereira VP of Exploration	Dec. 31, 2014	135,454(5)	Nil	12,458(6)	Nil	Nil	Nil	Nil	147,912
	Dec. 31, 2013	167,184(5)	Nil	Nil	Nil	Nil	Nil	Nil	167,184
	Dec. 31, 2012	184,788(5)	Nil	35,711(7)	9,239	Nil	Nil	Nil	229,738

1. The amounts in this column consist of bonuses paid to Named Executive Officers.

2. Such other compensation includes Director's fees paid for each Director's meeting or committee meeting attended and for compensation received for a car allowance. It also includes all benefits and perks received by Named Executive Officers that meet the threshold of CAD$50,000 or 10% of total annual salary.

3. The Company entered into an employment agreement with Mr. Jones on July 20, 2010. From February 1, 2011 to January 31, 2013 his annual salary was $210,000; from February 1, 2013 to November 2013 his annual salary was

   $157,500. Since December 2013 Mr. Jones voluntarily forfeited his salary but for the period from March 2014 to July 2014 when he received payments in the total amount of $31,500.

4. Mr. Irwin's retainer was paid in Canadian dollars. Average exchange rates during the respective period were used to convert the CAD$ to US$. The Company entered into a consulting agreement with Mr. Irwin on July 20, 2010. From February 1, 2011 to January 31, 2013 his annual retainer was CAD$126,000, from February 1, 2013 to November 2013 his annual retainer was CAD$94,500. Since December 2013 Mr. Irwin voluntarily forfeited his retainer but for the period from March 2014 to July 2014 when he received payments in the total amount of CAD$20,000.

5. This retainer was paid in Brazilian Real ('R$') to a company, Geopex - E.L. Da Silva Pereira-Me, which is wholly- owned by Mr. Pereira. Average exchange rates during the respective period were used to convert the R$ to US$. The Company entered into a management agreement on July 20, 2010 with Geopex - E.L. Da Silva Pereira-Me pursuant to which Geopex was paid an annual retainer in the amount of CAD$169,260, paid in Brazilian Real (R$300,000), and from February 1, 2011 to present its annual retainer is R$360,000 (approximately CAD$157,000).

6. These options were granted on April 29, 2014 with 100% vesting immediately. They are exercisable at a price of CAD$0.15 and expire on April 29, 2019. The fair value has been estimated using the Black-Scholes option pricing model with the assumptions as follows: Risk-free rate: 1.47%, Expected dividend yield: 0, Expected stock price volatility: 113%, Expected life of options: 3.5 years.

7. These options were granted on August 23, 2012 with 100% vesting immediately. They are exercisable at a price of CAD$0.45 and expire on August 22, 2017. The fair value has been estimated using the Black-Scholes option pricing model with the assumptions as follows: Risk-free rate: 1.12%, Expected dividend yield: 0, Expected stock price volatility: 96%, Expected life of options: 3.5 years.




Incentive Plan Awards




The following table discloses the particulars for each Named Executive Officer all awards outstanding at the end of the most recently completed financial year ended December 31, 2014:




Outstanding share based compensation and option based awards




Name	Option-based Awards				Share-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price (CAD$)	Option Expiration Date	Value of unexercised in-the-money options (CAD$) (1)	Number of shares or units of shares that have not vested (#)	Market of payout value of share-based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Mark E. Jones III	200,000 125,000 300,000 500,000	0.15 0.45 0.81 0.20	4/29/2019 8/22/2017 3/15/2016 7/15/2015	- - - -	N/A	N/A	N/A
Brian C. Irwin	175,000 75,000 150,000 200,000	0.15 0.45 0.81 0.20	4/29/2019 8/22/2017 3/15/2016 7/15/2015	- - - -	N/A	N/A	N/A
Elton L.S. Pereira	175,000 125,000 300,000 200,000	0.15 0.45 0.81 0.20	4/29/2019 8/22/2017 3/15/2016 7/15/2015	- - - -	N/A	N/A	N/A

1. This amount is based on the difference between the market value of the securities underlying the options at the year ended December 31, 2014, being CAD$0.14, and the exercise price of the option.

   Incentive Plan Awards - value vested or earned during the year

   
   

   The following table sets forth for the Named Executive Officers the values of option-based awards and share-based awards which vested or were earned during the year ended December 31, 2014:

   
   

   Name	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 ($)
   Mark E. Jones III	14,238	N/A	N/A
   Brian C. Irwin	12,458	N/A	N/A
   Elton L.S. Pereira	12,458	N/A	N/A

2. The Company used the Black-Scholes Model to calculate the fair value of the options.




Pension Plan Benefits




The Company does not have any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.




Termination and change of control benefits




The Company entered into an employment agreement (the 'Jones Employment Agreement') dated July 20, 2010 with Mark E. Jones III, a consulting agreement (the 'Irwin Consulting Agreement') dated July 20, 2010 with Brian C. Irwin and a management agreement (the 'Pereira Management Agreement') dated July 20, 2010 with Geopex - E.L. Da Silva Pereira-Me ('Geopex'), a company wholly-owned by Elton Pereira pursuant to which Mr. Pereira's services are provided to the Company.




The Jones Employment Agreement, the Irwin Consulting Agreement and the Pereira's Management Agreement contain provisions operative on a change of control, exercisable for a period of six months from the date of the change of control, entitling Mr. Jones, Mr. Irwin and Geopex to a payment from the Company equal to 23 months' salary, 19 and 10 months' retainer, respectively.




As referred to in this section, a 'change of control' is defined to include the occurrence of:




1. the purchase or acquisition of any common shares or securities convertible into common shares ('Convertible Securities') by a Holder (as defined below) which results in the Holder beneficially owning, or exercising control or direction over, common shares or Convertible Securities such that, assuming only the conversion of Convertible Securities beneficially owned or over which control or direction is exercised by the Holders, the Holders would beneficially own, or exercise control or direction over, common shares of the Company carrying the right to cast more than 50% of the votes attaching to all such common shares;

2. incumbent Directors ceasing to constitute a majority of the Board of Directors;

3. approval by the shareholders of the Company of:

4. an amalgamation, arrangement, merger or other consolidation or combination of the Company with another corporation pursuant to which the shareholders of the Company immediately thereafter do not own shares of the successor or continuing corporation which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation which may be cast to elect Directors of that corporation;

5. the liquidation, dissolution or winding-up of the Company; or

6. the sale, lease or other disposition of all or substantially all of the assets of the Company.




For the purposes herein, 'Holder' means a person, a group of persons or persons acting jointly or in concert with or persons associated or affiliated, within the meaning of the BCBCA, with any such person, group of persons or any of such persons acting jointly or in concert.

The following table shows the estimated compensation that would have been payable to Messrs Jones, Irwin and Geopex assuming termination and/or change of control events occurring on December 31, 2014:




Named Executive Officer	Payment Upon Termination without Cause / Upon Death ($)	Payment Upon Termination after Change of Control ($)
Mark E. Jones III	301,875 (1)	301,875 (1)
Brian C. Irwin	135,541 (1)(2)	135,441 (1)(2)
Geopex	127,680 (1)(3)	127,680 (1)(3)

1. This amount assumes that there is no portion of the Named Executive Officer's annual salary accrued to the date of termination which has not been paid.

2. Mr. Irwin's retainer is paid in Canadian dollars. Average exchange rates were used to convert CAD$ to US$.

3. Geopex's retainer is paid in Brazilian Real ('R$'). Average exchange rates were used to convert the R$ to US$.

   
   

   Director Compensation

   
   

   The Company currently has seven Directors, two of which Mark E. Jones III and Brian C. Irwin are also Named Executive Officers. For a description of the compensation paid to the Company's Named Executive Officers who also act as Directors, see 'Summary Compensation Table'.

   
   

   The Company stablished an annual fee of $12,000 to each Director for their services in their capacity as Directors. Additionally, the Company considers the contributions of the Directors to the Company's affairs, including special assignments or services as a consultant or an expert, and pays the Directors compensation it considers appropriate for the circumstances. Due to cash restriction during the year ended December 31, 2014 no compensation was paid to Directors.

   
   

   Leendert G. Krol provides consulting services to the Company pursuant to a Consulting Services Agreement dated July 20, 2010 and received a total of $22,500 for such services during the financial year ending December 31, 2014.

   
   

   Director Compensation Table

   
   

   The following table sets forth all amounts of compensation paid or granted to the Company's Directors, other than Named Executive Officers, for the most recently completed financial year ended December 31, 2014:

   
   

   Name	Fees earned(1) ($)	Share-based awards ($)	Option- based awards(2) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
   Patrick L. Glazier	Nil	Nil	8,899	Nil	Nil	Nil	8,899
   Leendert G. Krol	22,500	Nil	12,458	Nil	Nil	Nil	34,958
   Diane R. Garrett	Nil	Nil	17,797	Nil	Nil	Nil	17,797
   Carlos Vilhena	Nil	Nil	12,458	Nil	Nil	Nil	12,458

4. Represents all fees awarded, earned, paid or payable in cash for services.

5. The Company used the Black-Scholes Model to calculate the option compensation amount.

   
   

   Incentive Plan Awards

   
   

   Outstanding share-based awards and option-based awards

   
   

   The following table discloses the particulars for each Director, other than those that are also the Named Executive Officers, for awards outstanding at the end of the most recently completed financial year ended December 31, 2014:

   
   

   Name	Option -based awards				Share-based awards
   	Number of securities underlying unexercised options (#)	Option exercise price (CAD$)	Option expiration date	Value of unexercised in-the- money options(1) (CAD$)	Number of share or units of shares that have not vested (#)	Market of payout value of share-based awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
   Patrick L. Glazier	125,000 100,000 400,000 150,000	0.15 0.45 0.81 0.20	4/29/2019 8/22/2017 3/14/2016 7/15/2015	- - - -	N/A	N/A	N/A
   Leendert G. Krol	175,000 125,000 300,000 200,000	0.15 0.45 0.81 0.20	4/29/2019 8/22/2017 3/14/2016 7/15/2015	- - - -	N/A	N/A	N/A
   Diane R. Garrett	250,000 75,000 300,000	0.15 0.45 0.81	4/29/2019 8/22/2017 3/14/2016	- - -	N/A	N/A	N/A
   Carlos Vilhena	175,000 75,000 300,000	0.15 0.45 0.69	4/29/2019 8/22/2017 7/6/2016	- - -	N/A	N/A	N/A

6. This amount is based on the difference between the market value of the securities underlying the options at the year ended December 31, 2014, being CAD $0.14, and the exercise price of the option.




Incentive Plan Awards - value vested or earned during the year




The following table sets forth for each Director, other than those that are also Named Executive Officers, the value of option-based awards and share-based awards which vested were vested or were earned during the most recently completed financial year ended December 31, 2014.




Name	Option-based awards - Value vested during the year ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year ($)
Patrick L. Glazier	8,899	N/A	N/A
Leendert G. Krol	12,458	N/A	N/A
Diane R. Garrett	17,797	N/A	N/A
Carlos Vilhena	12,458	N/A	N/A




SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS




Equity Compensation Plan Information




The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year ended December 31, 2014:




Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	7,140,000	CAD$0.419	1,059,430
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	7,140,000	CAD$0.419	1,059,430

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS




There is no indebtedness of any Director, executive officer, proposed nominee for election as a Director or associate of them, to or guaranteed or supported by the Company or any of its subsidiaries during the year ended December 31, 2014.




INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON




Except as set out herein, no person who has been a Director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of management of the Company for election as a Director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of Directors or the appointment of auditors.




INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS




No informed person of the Company, proposed nominee for election as a Director of the Company, or associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the beginning of the Company's last financial year or in any proposed transaction, which has materially affected or will materially affect the Company or any of the Company's subsidiaries, other than as disclosed under the headings 'Executive Compensation' and 'Particulars of Other Matters to Be Acted Upon' except as follows:




Quinton Hennigh (Director of the Company) was granted on February 12, 2015 the option to purchase 1,500,000 common shares of the Company at a price of CAD$0.20 until February 11, 2020.




Mark E. Jones, III (Chief Executive Officer, Chairman, and Director of the Company), participated in a private placement (the 'Private Placement') of 9,366,413 units of the Company which closed on July 6, 2015. Pursuant to the Private Placement, Mr. Jones acquired 2,632,133 units of the Company. The purchase price for each unit was CAD$0.15 and each unit consisted of one common share and one half (1/2) share purchase warrant. Each whole warrant is exercisable to purchase one common share of the Company at a price of CAD$0.20 until January 6, 2017.




An 'informed person' means:




1. a Director or executive officer of the Company;

2. a Director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

3. any person or company who beneficially owns, directly or indirectly, the Company's voting securities or who exercises control or direction over the Company's voting securities or a combination of both carrying more than 10 percent of the voting rights attached to all the Company's outstanding voting securities other than voting securities held by the person or company as underwriter in the course of a distribution; and

4. the Company if it has purchased, redeemed or otherwise acquired any of the Company's securities, so long as the Company holds any of its securities.




APPOINTMENT OF AUDITORS




Pannell Kerr Forster of Texas, P.C. ('PKF') is currently the auditor of the Company. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re-appointment of PKF as the auditor of the Company to hold office for the ensuing year at remuneration to be fixed by the Directors. PKF was appointed auditor of the Company on March 6, 2014.




MANAGEMENT CONTRACTS




None of the management functions of the Company or its subsidiaries are performed to any substantial degree by a person other than the Directors or executive officers of the Company or its subsidiaries.




AUDIT COMMITTEE