tmac resources inc. notice of annual and special...

TMAC RESOURCES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the "Meeting") ofTMAC Resources Inc. (the "Company") will be held at Suite 2100, 40 King Street West, Toronto, Ontarioon June 26, 2014 at 4:00 p.m. (Eastern Daylight Savings Time), for the following purposes:

(a) to receive the audited financial statements of the Company for the fourteen months endedDecember 31, 2013;

(b) to elect directors of the Company for the ensuing year;

(c) to appoint KPMG LLP ("KPMG") as auditors of the Company for the ensuing year and toauthorize the directors to fix their remuneration;

(d) to ratify and approve the stock option plan of the Company (the "Stock Option Plan"), as moreparticularly described in the accompanying management information circular;

(e) to ratify and approve the restricted share plan of the Company (the "Restricted Share Plan"), asmore particularly described in the accompanying management information circular;

(f) to approve an amendment (the "Amendment') to the Company's articles to remove the non-voting common shares (the "Non-Voting Common Shares") as an authorized class of shares inthe capital of the Company (the "Amendment Resolution"); and

(g) to transact such other business as may properly come before the Meeting or any adjournment oradjournments thereof.

This notice is accompanied by a management information circular, which forms part of this notice and acopy of the Company's audited financial statements for the fourteen months ended December 31, 2013.

The board of directors of the Company (the "Board") has not fixed a record date for the determination ofthe registered holders of common shares entitled to notice of, and to vote at, the Meeting and anyadjournment thereof. Under the Business Corporations Act (Ontario) (the "OBCA"), the record date forsuch purpose will be deemed to be the date before the mailing of this notice.

TAKE NOTICE THAT as a result of the Amendment under the OBCA, a registered holder of votingcommon shares of the Company (the "Common Shares") has a right to dissent with respect to theAmendment Resolution and shall be entitled to require the Company to purchase all of his or herCommon Shares for fair value under section 185 of the OBCA. Section 185 of the OBCA isreproduced in its entirety and attached to this Management Information Circular as Schedule "F".Shareholders who wish to dissent in respect of the Common Shares beneficially owned by themin this regard must make arrangements to have the Common Shares registered in their name, orinstruct the broker in whose name the Common Shares are registered to dissent on suchshareholder's behalf. Failure to comply strictly with the requirements set forth in section 185 ofthe OBCA may result in the loss of any rights of dissent.

DATED at Toronto, Ontario this 10"' day of June 2014.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) 'A. Terrance MacGibbon"A. Terrance MacGibbonExecutive Chairman

TMAC RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

Voting Securities and Principal Holders Thereof ................................

Interest of Certain Persons in Matters to be Acted Upon ...................

Election of Directors ...........................................................................

Director Profiles ...........................................................................

Majority Voting Policy ..................................................................Directors' and Officers' Liability Insurance and Indemnification ..

Appointment of Auditors .....................................................................

External Auditors Fees ................................................................

Approval of Stock Option Plan ...........................................................

Approval of Restricted Share Plan .....................................................

Amendment to Articles to Delete the Non-Voting Common Shares ..

Dissent Rights to the Amendment Resolution .............................

Corporate Governance Practices .......................................................

The Board ....................................................................................

Inter-locking Directorships ...........................................................

Board Meetings ............................................................................

Meetings of Independent Directors ..............................................

Board Mandate ............................................................................

Position Descriptions ...................................................................

Orientation and Continuing Education .........................................

Ethical Business Conduct ............................................................

Corporate Governance and Nominating Committee ...................

Compensation Committee ...........................................................

Audit Committee ..........................................................................

Corporate Social Responsibility Committee ................................

Safety, Health and Environmental Affairs Committee .................

Site Visits .....................................................................................

Assessments................................................................................

Loans to Directors ........................................................................

Compensation Discussion and Analysis ............................................

Background..................................................................................

Compensation Governance .........................................................

Director Compensation ................................................................

Executive Compensation .............................................................

Indebtedness of Directors and Senior Officers ..................................

Interest of Informed Persons in Material Transactions ......................

Directors' Approval .............................................................................

.......1

.......1

.......1

.......2

.....10

.....10

.....10

.....10

.....11

.....11

.....12

.....12

.....14

.....14

.....15

.....15

......15

......15

......16

......16

......16

......17

......17

......18

......18

......18

......19

......19

......19

......19

......19

......19

......22

......23

27

27

28

TMAC Resources Inc. —Management Information Circular, June 10, 2014

SCHEDULE "A" AUDIT COMMITTEE CHARTER

SCHEDULE "B" STOCK OPTION PLAN ..............

SCHEDULE "C" RESTRICTED SHARE PLAN.....

SCHEDULE "D" ARTICLES OF AMENDMENT....

SCHEDULE "E" DISSENT RIGHTS ......................

A-1

B-1

C-1

D-1

E-1

TMAC RESOURCES INC.

MANAGEMENT INFORMATION CIRCULAR

This management information circular is furnished in connection with the Meeting, which will beheld at the time and place and for the purposes set forth in the accompanying Notice of Annualand Special Meeting of Shareholders. References in this management information circular to theMeeting include any adjournment thereof. Unless otherwise stated, the information contained in thismanagement information circular is as of June 10, 2014. In this management information circular, alldollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars.

Voting Securities and Principal Holders Thereof

As of June 10, 2014, 126,896,223 Common Shares and no Non-Voting Common Shares were issued andoutstanding. Each Common Share entitles the holder thereof to one vote on all matters to be acted uponat the Meeting. The board of directors of the Company has not fixed a record date for the determination ofthe registered holders of Common Shares entitled to notice of, and to vote at, the Meeting and anyadjournment thereof. Under the OBCA, the record date for such purpose will be deemed to be the datebefore the mailing of the notice for the Meeting. All holders of record of Common Shares are entitledeither to attend in person and vote thereat the Common Shares held by them or to attend and voteat the Meeting the Common Shares held by them by providing a proxy to an individual who canattend in accordance with applicable law. The Company is not soliciting proxies. In order to vote,you must attend at the Meeting or appoint a proxy. Shareholders that are not registeredshareholders should contact their broker to determine if their Common Shares can be voted at theMeeting by the intermediary in whose name the Common Shares are registered.

To the knowledge of the directors and officers of the Company, as of June 10, 2014, there were nopersons, or companies who beneficially owned, directly or indirectly, or exercised control or direction overvoting securities of the Company carrying more than 10% of the voting rights attached to the votingsecurities of the Company, other than Hope Bay Mining Limited ("HBML"), awholly-owned, indirectsubsidiary of Newmont Mining Corporation ("NEM") (HBML and NEM collectively, "Newmont") andResource Capital Fund VI L.P. ("RCF"):

Percentaae of Common SharesName Number of Common Shares Held Issued and Outstanding

Newmont 57,400,000 45.2%RCF 37,200,000 29.3%

Interest of Certain Persons in Matters to be Acted Upon

Except for the eligibility of directors and officers to participate in the Stock Option Plan, which provides forthe granting of options to purchase Common Shares ("Options"), and the Restricted Share Plan, whichprovides for the granting of restricted share rights ("RSRs"), no (a) director or officer of the Company whohas held such position at any time since January 1, 2013; (b) proposed nominee for election as a directorof the Company; 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 uponat the Meeting.

Election of Directors

The Board presently consists of eight directors and it is intended to elect eight directors for the ensuingyear. Each director elected will hold office until the next annual meeting of shareholders of the Companyunless his/her office is earlier vacated. As a result of Newmont's shareholdings, Newmont was grantedthe right to nominate one director to the Board as long as it owns between 10% and 20% of the Companyand to nominate an additional director if it owns in excess of 20% of the Company. Newmont's nomineesto the Board are Randy Engel and David Faley, each of whom were appointed to the Board effective


March 12, 2013. As a result of RCF's investment in April 2014, RCF was granted the right to nominateone director to the Board as long as it owns between 10% and 30% of the Company and to nominate anadditional director, who must be an independent director, if it owns in excess of 30% of the Company.RCF's initial nominee to the Board is Russ Cranswick, who was appointed to the Board effective April 28,2014.

Director Profiles

The following profiles set forth information about each director nominee. In addition to each directornominee's involvement with the Company, each nominee has also been involved in the mining or naturalresources sector as part of management, a director or an advisor, and has skills and experience that areimportant in fulfilling a director's responsibilities as a member of the Board.

Andrew BAdams

Director(independent)~'~

CharteredAccountant(UnitedKingdom),Bachelor ofSocial Sciences(Accounting andStatistics)

Director since:March 12, 2013

Age: 57

Ontario, Canada

Andrew Adams is a corporate director and has over 28 years of international financialexperience in the mining industry. He served as Chief Financial Officer of AberDiamond Corporation from 1999 to 2003 and Chief Financial Officer of Anglo GoldNorth America from 1995 to 1999. From 2004 onwards he has served as anindependent, non-executive director on several Canadian mineral resourcecompanies. Currently he serves as an independent, non-executive director of FirstQuantum Minerals Ltd., Torex Gold Resources Inc. ("Torex") and Uranium One Inc.("Uranium One"). He is the audit committee chairman for all three companies as wellas a member of the compensation committee for First Quantum and Uranium One.He also serves on First Quantum's finance committee and Torex's corporategovernance and nominating committee. Andrew obtained his Bachelor of SocialSciences (Accounting and Statistics) from Southampton University and then qualifiedas a Chartered Accountant in the United Kingdom in 1981.

Ke Areas of Expertise/ExperienceFinancial Literac Governance/BoardCorporate Finance Minin Indust Knowled e

2013 Board/Committee 2013 Attendance Public Board MembershipMembership

Board 4 of 4 100%First Quantum Minerals Ltd.

Audit Committee 0 of 0 n/a Torex

Compensation Committee 0 of 0 n/a Uranium One Inc.

Securities held~Z~:

Common Value of Share ownership guidelines~4~Shares Common

Fiscal Year held Shares held~'~ Minimum Guidelines RSRs held

(~ ~$) required met? (#)# ~$~

2013 90,000 157,000 150,000 Yes nil

Mr. Adams also purchased 60,000 Common Shares in the April 2014 financing.

Value of Value ofunexercised options

Date of Exercise Options Options Expiration in-the- vestedgrant price held vested date money during the

options~5~ year~b~l$) (#) I#) C$) l$)

April28, 2014 1.75 210,000 70,000 April 28, 2019 nil nil

-2-


Russell L.

Cranswick

Director

Professional

Geologist,Bachelor ofScience(Geology)

Director since:April 28, 2014

Age: 49

Denver, USA

Mr. Cranswick isRCF's nominee tothe Board.

Russ Cranswick is a professional geologist with over 25 years of mining industryexperience who is a senior partner and member of the Investment Committee ofResource Capital Funds ("RCF Funds"), a group of mining focused private equityfunds. He has held the positions of Vice President, Principal and Partner since joiningRCF Funds in 2000. Prior to his time at RCF Funds in Denver, Russ was based inVancouver and spent four years as a mining analyst with Research CapitalCorporation 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 directorof First Nickel Inc., of which he is the chairman of the human resources andcompensation committee and a member of the technical committee, and chairmanand a director of a private company, Coastal Ventures A/S. Russ holds a Bachelor ofScience in Geology from the University of British Columbia.

Key Areas of Expertise/ExperienceMinin Operations Private E uit /Fund Mana ementCor orate Finance Minin Indust Knowled e

2013 Board/Committee 2013 Attendance Public Board Membership

Membership

N/A n/a n/a First Nickellnc.

Securities held~Z~:


Fiscal Year held Shares held~3~ Minimum Guidelines RSRs held

required met?

2013 nil nil n/a~e~ n/a~8~ nil

-3-


Franklin L.

Director(independent) "~

Certified Director,Juris Doctor,Master ofBusinessAdministration,Bachelor ofCommerce


Age: 59

Ontario, Canada

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") fromJanuary 2011 to February 2012, and prior thereto was a partner of FMC, practicingprincipally in the areas of securities and capital markets, corporate finance, mergers andacquisitions, mining and corporate governance. Frank represents various publiccompanies and investment banking firms in public and private offerings of equity and debtsecurities. He has acted as counsel to offerors, target companies and financial advisorsin both hostile and negotiated merger and acquisition transactions and has been active ina variety of takeover bids, mergers, acquisitions, amalgamations, arrangements anddivestitures. Frank Davis is currently a director of Marret Resource Corp., of which he ischairman of the corporate governance and nominating committee and a member of theaudit committee, Malbex Resources Inc. ("Malbex"), of which he is chairman of thegovernance and compensation committee and a member of the audit committee, andTorex, of which he is the chairman of the corporate governance and nominatingcommittee and a member of the audit committee and the compensation committee. Frankholds a Bachelor of Commerce, Master of Business Administration and Juris Doctor fromthe University of Toronto. He is a certified director, ICD, and is included in The BestLawyers 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.

Ke Areas of Expertise/ExperienceFinancial Literac Governance/BoardCorporate Finance Le al


Board 4 of 4 100%

Audit Committee 0 of 0 n/a Malbex

Compensation Committee 0 of 0 n/a Marret Resource Corp.Torex

Corporate Governance and 1 of 1 100%Nominatin Committee

Securities held~Z~:


Fiscal Year held Shares held" Minimum Guidelines RSRs held

required met?

2013 60,000 105,000 150,000 Yes nil

Mr. Davis purchased 100,000 Common Shares in the April 2014 financing.



options~s~ year~6~($1 (#) l#) ($) ($)

April 28, 2014 1.75 210,000 70,000 April 28, 2019 nil nil

-4-


E. Randall Engel

Director

Master of Science(Finance), andBachelor ofBusinessAdministration


Age: 48

Colorado, USA

Mr. Engel is one ofNewmont's twonominees to theBoard.

Randy Engel has been Executive Vice President, Strategic Development of Newmontsince September 2008. From 2007 he served as Senior Vice President, Strategy andCorporate Development. Mr. Engel has been with Newmont since 1994 and hasserved in various capacities in the areas of business planning, corporate treasury andhuman resources. Randy holds a Master of Science in finance from the University ofDenver, and a Bachelor's degree in Business Administration from the University ofColorado.

Key Areas of Expertise/ExperienceMer ers and Acquisitions Corporate FinanceMining Industry Knowledge Executive Management


Membership

Board 4 of 4 100%none

Compensation Committee 0 of 0 n/a

Securities held~2~:

Common Value of Share ownership guidelines"~Shares Common


required met?(#) ($) l$) ~#~

2013 nil nil n~a~9~ n/a~9~ nil

David R. Faley

Director

Bachelor of Arts(Geography andland Studies)


Age: 53

Colorado, USA

Mr. Faley is one ofNewmont's twonominees to theBoard.

David Faley has been Vice President, Corporate Development of Newmont since July2007. He previously served as Group Executive, Newmont Capital from July 2004 toJune 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, David held since 1983various managerial positions at W. E. Mays & Associates, a consulting land firm. Mr.Faley graduated from the William O. Douglas Honor's College at Central WashingtonUniversity, with a Bachelor of Arts degree in geography and land studies.

Key Areas of Expertise/ExperienceMer ers and Acquisitions Land Negotiations and Transactions

Exploration Mining


Membership

Board 4 of 4 100%

Corporate Social Responsibility 0 of 0 n/a

Committee noneSafety, Health andEnvironmental Affairs 0 of 0 n!aCommittee

Securities he~d~Z~:

Common Value of Share ownership guidelines~4~Shares Common RSRs held

Fiscal Year held Shares held~3~ Minimum Guidelinesrequired met? (#~

2013 nil nil n/a~9~ n/a~9~ nil

-5-


Catharine E. GFarrow~9~

Chief ExecutiveOfficer

Doctor ofPhilosophy

(Earth Sciences),Master of Science(Geology) andBachelor ofScience(Geology)


Age: 49

Ontario, Canada

Catharine Farrow is a professional geoscientist with more than 20 years of miningindustry experience who joined the Company in January 2013 as Chief ExecutiveOfficer and became a director on March 12, 2013. Until joining the Company, she wasChief Operating Officer of KGHM International (formerly Quadra FNX Mining Ltd."QUX"), the international subsidiary of Polish Cu-Ag miner KGHM Polska Miedz SAafter the acquisition of QUX. She was Chief Technology Officer at QUX until early2012, and before that held roles of increasing responsibility at FNX Mining CompanyInc. ("FNX"), and after the merger between FNX and Quadra Mining Ltd. in 2010 withthe resulting QUX, including senior executive roles in exploration, project evaluation,technical services and corporate development. Prior to joining FNX in 2003, she waswith Inco Ltd. from 1996 to 2003 and the Ontario Geological Survey from 1993 to1996. Catharine is an Adjunct Professor at Laurentian University, a member of theBoard of Directors of the Prospectors and Developers Association of Canada and ofthe Canadian Breast Cancer Society —Ontario Region, and a member of severalprofessional organizations. Catharine obtained her Bachelor of Science (lions) inGeology from Mount Allison University, her Master of Science in Geology from AcadiaUniversity, and her Doctor of Philosophy in Earth Sciences from Carleton University inOttawa, Canada.

Key Areas of Expertise/ExperienceMinin /O erational Mana in /Leadin Growth

Minin Indust Knowled e Executive Mana ement


Board 4 of 4 100%

Corporate Social Responsibility 0 of 0 n/aCommittee none

Safety, Health and Environmental 0 of 0 n/a

Affairs Committee

Securities held~1~:



~#~ ($) re ($jred met? ~#~

2013 2,100,000 3,675,000 900,000 Yes nil



options~s~ year~6~C$) (#) I#) C$) ($)

April 28, 2014 1.75 700,000 233,333 Aril 28, 2019 nil nil


John W. Lydall

Lead Director

(independent)"

Master ofBusinessAdministrationand Bachelor ofScience (MiningEngineering)


Age: 69

Ontario, Canada

John Lydall is a mining engineer who retired in 2003 as Managing Director of theMining Investment Group at National Bank Financial. Prior to that, he held variouspositions at National Bank Financial and its predecessor, First Marathon Securities. Inrecent years, he has served on the boards of several Canadian-based miningcompanies, including FNX, QUX, Dundee Precious Metals Inc. and Baffinland IronMines Corporation. In addition, he has served on the board of several professionaland not-for-profit organizations. John graduated with a Bachelor of Science (Hons.) inMining Engineering from Nottingham University, UK, in 1966 and a Master's ofBusiness Administration from Cranfield School of Management, UK, in 1974.

Key Areas of Expertise/ExperienceMining/Operational Mining Indust KnowledgeFinancial Literacy Executive Management

2013 Board/Committee 2013 Attendance Public Board MembershipsMembership

Board 3 of 4 75%

Audit Committee 0 of 0 n/a noneCorporate Social Responsibility

0 of 0 n!aCommittee

Securities held~2~:


Fiscal Year held Shares held~3~ Minimum Guidelines RSRs held

required met?

2013 147,000 257,250 150,000 Yes nil



options~5~ year~s~

C$) (#) l#) l$) ($)April 28, 2014 1.75 210,000 70,000 April 28, 2019 nil nil

-7-


A. TerranceMacGibbon~9~

ExecutiveChairman

ProfessionalGeologist,Certified Director,Bachelor ofScience(Geology)

Director since:October 30, 2012

Age: 67

Ontario, Canada

Terry MacGibbon is a registered professional geologist, with over 35 years ofinternational experience in the mining business. He is the founder and ExecutiveChairman of the Company. He has also been the Chairman of Torex, a public goldexploration and development company, since November 2009. Mr. MacGibbon wasChairman of QUX from May 2010 to March 2012, and prior to that was Chairman andChief Executive Officer of FNX from August 2008 to May 2010 which developed froma junior exploration company to a mid-tier diversified Canadian mining company,producing nickel, copper, cobalt, platinum, palladium and gold from its Canadianmineral properties. FNX merged with Quadra Mining Ltd. to form QUX. In 2005, Terrywas awarded the Prospector and Developer Association's Developer of the Yearaward and the Ernst and Young Entrepreneur of the Year award. He is a certifieddirector, ICD, and has held directorships and senior executive positions in severalToronto Stock Exchange and TSX Venture Exchange listed mining companies. He iscurrently the chairman of INV Metals Inc., of which he is a member of the corporategovernance and compensation committee, the safety, health and environmentcommittee and the technical committee, a director of Malbex, of which he is amember of the audit committee, the governance and compensation committee andthe safety, health and environmental affairs committee, and is chairman of Torex, ofwhich he is a member of the compensation committee, the corporate governance andnominating committee and the safety, health and environmental affairs committee.Terry obtained his Bachelor of Science, Geology, from St. Francis Xavier University.

Key Areas of Expertise/ExperienceMining/O erational Managing/Leadin Growth

Corporate Responsibility Executive Management


Board 4 of 4 100%

Corporate Social Responsibility INV Metals Inc.

Committee 0 of 0 n/a Malbex

Corporate Governance and Torex

Nominating Committee 1 of 1 100%

Securities held~Z~:

Common Value of Share ownership guidelines~4~Shares Common Minimum

Fiscal Year held Shares held~'~ required Guidelines RSRs held

met?(#) C$) l$) ~#1

2013 7,294,259 12,764,953 675,000 Yes nil

Mr. MacGibbon also purchased 75,000 Common Shares in the April 2014 financing.



options~s~ year~6~($) (#) (#) l$) l$)

April 28, 2014 1.75 700,000 233,333 April 28, 2019 nil nil

~:~


Notes on Director Nominee Disclosures: Independent' refers to the standards of independence under National Instrument 52-110

—Audit Committees.(1) "Securities held" refers to the number of Common Shares and RSRs beneficially owned, controlled or directed (directly or

indirectly) by the director as at December 31, 2013 and options beneficially owned by the director as at the date hereof.

The number of Common Shares held by each director nominee is in each case based on information provided by such

nominee. See also "Compensation Discussion and Analysis —Director Compensation —Share-based Incentive Plans for

Directors".(2) "Value of Common Shares held" is calculated by multiplying the total number of Common Shares held by $1.75, the price

at which Common Shares were sold in the April 2014 financing.(3) Fora discussion of the Company's share ownership guidelines, see "Compensation Discussion and Analysis —

Compensation Governance —Share Ownership Guidelines", below.(4) "Value of unexercised in-the-money options" is calculated by multiplying the total number of in-the-money options by the

difference between $1.75, the price at which Common Shares were sold in the April 2014 financing, and the exercise

price of such options.(5) "Value of options vested during the year" is calculated by multiplying the total number of options vested during the year by

the difference between $1.75, the price at which Common Shares were sold in the April 2014 financing, and the exercise

price of such options.(6) Russ Cranswick joined the Board in April 2014 and has not been compensated to date. The Company's share ownership

guidelines do not presently require him to acquire any Common Shares.(7) Randy Engel and David Faley are not compensated for acting as directors. The Company's share ownership guidelines

do not presently require either of them to acquire Common Shares.(8) For additional compensation information for Terry MacGibbon and Catharine Farrow with respect to Options, see

"Compensation Discussion and Analysis — Executive Compensation — Summary Compensation Table" and

"Compensation Discussion and Analysis —Executive Compensation —Share-based Incentive Plan Awards for NEOs".

Corporate Cease Trade Orders

No proposed director of the Company is, as of the date hereof, or was within ten years before the datehereof, a director, chief executive officer or chief financial officer of any company (including theCompany), that:

(i) was subject to a cease trade order, an order similar to a cease trade order, or an order thatdenied 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 director or officer

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 director or officerceased 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

No proposed director of the Company is, as of the date hereof, or has been within ten years before the datehereof, a director or executive officer of any company (including the Company) that, while that person wasacting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, madea proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted anyproceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trusteeappointed to hold its assets, other than Andrew Adams, who was a director of Tahera Diamond Corporation("Tahera"), a company listed on the TSX at the time Tahera sought protection under the Companies'Creditors Arrangement Act in January 2008 and suspended operations in February 2008. Tahera was

delisted from the TSX in November 2009. Tahera subsequently sold its tax assets to Ag GrowthInternational and certain properties, including the Jericho diamond mine, to Shear Minerals Ltd.

No proposed director of the Company is, as at the date hereof, or have 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 beconsidered important to a reasonable investor in making an investment decision.

Majority Voting Policy

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 tothe Board, to be effective upon acceptance by the Board. The Corporate Governance and NominatingCommittee will review the circumstances of the election and make a recommendation to the Board as towhether or not to accept the tendered resignation. The Board must determine whether or not to acceptthe tendered resignation within 90 days of the election. Following the Board's decision on the resignation,the Board shall publicly disclose whether it has accepted the applicable director's resignation, includingthe reasons for rejecting the resignation, if applicable. Subject to any corporate law restrictions, the Boardmay fill any resulting vacancy through the appointment of a new director. The nominee in question maynot participate in any committee or Board votes concerning his or her resignation. This policy does notapply in circumstances involving contested director elections.

Directors' and Officers' Liability Insurance and Indemnification

he by-laws of the Company provide 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 whichhe or she is made a party by reason of being a director or officer of the Company, subject to thelimitations contained in the by-laws and in the OBCA. Further each director and officer is provided with anIndemnity Agreement consistent with the by-law provisions.

During 2013, the Company purchased directors' and officers' liability insurance policies for the period fromJuly 1, 2013 to July 1, 2014, with coverage in the amount of up to $20,000,000 at an annual premium of$28,250. There is no deductible in the case of directors and officers and a deductible of $25,000 for theCompany. The policies contain standard industry exclusions and no claims have been made to date.

Appointment of Auditors

It is proposed that KPMG be appointed as auditors of the Company until the close of the next annualmeeting of shareholders. The resolution to approve the appointment of KPMG will also authorize thedirectors to fix their remuneration. KPMG was first appointed auditors of the Company in March 2013.

External Auditors Fees

The Audit Committee has reviewed the nature and amount of the services provided by its externalauditors to ensure auditor independence. Fees incurred with KPMG for audit and non-audit services inthe fourteen month period ended December 31, 2013 are outlined in the following table.

Nature of Services Fees

I$)Audit Fees ~'~ 105,000Audit-Related Fees ~`~ 140,000Tax fees ~'~ NilAll Other fees ~4~ NilTotal Fees 245,000

Notes:(1) "Audit Fees" are fees necessary to perform quarterly review engagements and the annual audit of the Company's fnancial statements including review of tax

provisions, accounting consultations on matters reFlected in the fnancial statements, and audit or other attest services required by legislation or regulation, suchas comfort letters, consents, reviews of securities filings and statutory audits. Audit fees include the audit of the purchase price equation for the acquisition of theHope Bay gold project from Newmont.

(2) "Audit-Related Fees" are for services that are traditionally performed by the auditor including employee benefit audits, due diligence assistance, accountingconsultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. Audit related fees in 2013relate to the audit of the carve-out financial statements for HBML.

(3) '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 technicaladvice from tax authorities.

(4) "All Other Fees" include all other non-audit services.

-10-


Approval of Stock Option Plan

In January 2013, the Board and the then sole shareholder approved the Stock Option Plan. The approvalby the sole shareholder was prior to the financings that the Company completed in March 2013 and April2014. In June 2013 and April 2014, the Board approved certain amendments to the Stock Option Plan.The current shareholders are being asked to approve the Stock Option Plan as so amended.

The purpose of the Stock Option Plan is to secure for the Company and the Company's shareholders thebenefits of incentives inherent in share ownership by directors, officers, employees and consultants of theCompany who, in the judgment of the Board, will be largely responsible for its future growth and successthrough the granting of Common Share purchase options (an "Option"). A description of the Stock OptionPlan is found under "Compensation Discussion and Analysis —Compensation Governance — Share-based Incentive Plans".

As at June 10, 2014, there were Options outstanding to purchase 3,987,000 Common Shares held bycurrent directors, officers and employees of the Company.

The shareholders will be asked at the Meeting to pass an ordinary resolution substantially in the followingform:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

(a) the Stock Option Plan, dated April 24, 2014, as adopted by the Board, a copy of which isattached to this management information circular as Schedule "B", be ratified and confirmedas the Stock Option Plan of the Company; and

(b) any officer or director of the Company is authorized and directed to execute and deliver undercorporate seal or otherwise, all such documents and instruments and to do all such acts as,in the opinion of the Board, may be necessary or desirable to give effect to this resolution."

Approval of Restricted Share Plan

In January 2013, the Board and the then sole shareholder approved the Restricted Share Plan. Theapproval of the then sole shareholder was prior to the financings that the Company completed in March2013 and April 2014. In June 2013 and April 2014, the Board approved certain amendments to theRestricted Share Plan. The current shareholders are being asked to approve the Restricted Share Planas so amended.

A summary of some of the key terms of the Restricted Share Plan is found under "CompensationDisclosure and Analysis —Compensation Governance —Share-based Incentive Plans". The RestrictedShare Plan provides that RSRs may be granted by the Board or a committee of the Board, whichadministers the Restricted Share Plan, to directors, officers, employees and consultants of the Companyas a discretionary payment in consideration of past or future services to the Company.

The shareholders will be asked at the Meeting to pass an ordinary resolution substantially in the followingform:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT

(a) the Restricted Share Plan, dated April 25, 2014, as adopted by the Board, a copy of which isattached to this management information circular as Schedule "C", be ratified and confirmedas the Restricted Share Plan of the Company; and

(b) any officer or director of the Company is authorized and directed to execute and deliver undercorporate seal or otherwise, all such documents and instruments and to do all such acts as,in the opinion of the Board, may be necessary or desirable to give effect to this resolution."

-11-


Amendment to Articles to Delete the Non-Votina Common Shares

Currently, the Company's articles of incorporation, as amended, (the "Articles") include Non-VotingCommon Shares. Upon closing of the acquisition of the Hope Bay project, Non-Voting Common Shareswere issued to Newmont as partial consideration. Newmont has recently converted all such Non-VotingCommon Shares into Common Shares. As the Non-Voting Common Shares are no longer needed andcan be viewed negatively by certain stock exchanges, it has been determined to remove the Non-VotingCommon Shares as an authorized class of shares in the capital of the Company. Shareholders will beasked to consider and, if deemed advisable, to approve a special resolution to amend the Articles todelete the provisions related to the Non-Voting Common Shares, including those provisions in the termsof the Common Shares related to offers for the Non-Voting Common Shares and capital reorganizationsof the Common Shares and the Non-Voting Common Shares. The form of the Articles uponimplementation of the Amendment would be substantially as in the Articles of Amendment set out inSchedule "D".

All other provisions of the Articles will remain in full force and effect. The Board recommends thatshareholders vote for the approval of the special resolution to amend the Articles. In order to be effective,the proposed resolution must be passed by a majority of not less than two-thirds of the votes cast by theshareholders of the Company who vote in respect of such resolution.

The text of Amendment Resolution to be submitted to shareholders at the Meeting is set forth below,subject to such amendments, variations or addition as may be approved at the Meeting:

"BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(a) the articles of the Company be amended by:

deleting the provisions related to the Non-Voting Common Shares, including thoseprovisions in the terms of the voting Common Shares related to offers for the Non-Voting Common Shares and capital reorganizations of the voting Common Sharesand the Non-Voting Common Shares;

declaring that the authorized capital of the Company, after giving effect to theforegoing, shall consist of an unlimited number of Common Shares; and

iii. providing that the rights, privileges, restrictions and conditions attached to theCommon Shares are substantially as set out in Schedule "D" to this managementinformation circular;

(b) any director or office of the Company is hereby authorized and directed, acting for, in thename of and on behalf of the Company, to execute or cause to be executed, under the sealof the Company or otherwise, and to deliver or cause to be delivered, all such other deeds,documents, instruments and assurances, and to do or cause to be done all such other actsand things, as in the opinion of such director or officer of the Company may be necessary ordesirable to carry out the intent of the foregoing resolution; and

(c) notwithstanding the approval of holders of the Common Shares to the above resolutions, thedirectors of the Company may revoke the foregoing resolutions before they are acted onwithout any further approval by the holders of the Common Shares."

Dissent Rights to the Amendment Resolution

Shareholders who wish to dissent should take note that the procedures for dissenting to theAmendment Resolution require strict compliance with the applicable dissent procedures. Asindicated in the notice of the Meeting, any holder of Common Shares is entitled to be paid the fair value ofhis Common Shares in accordance with Section 185 of the OBCA if such holder exercises its dissentrights as described below ("Dissent Rights") and the Amendment becomes effective.

A shareholder is not entitled to exercise Dissent Rights with respect to such holder's Common Shares ifsuch holder votes any of those shares in favour of the Amendment Resolution. A brief summary of the

-12-


provisions of Section 185 of the OBCA is set out below. This summary is qualified in its entirety to theprovisions of Section 185 of the OBCA, the full text of which are set forth in Schedule "E" to thismanagement information circular.

The OBCA provides that shareholders who dissent to certain actions (a "Dissenting Shareholder") beingtaken by the Company may exercise a right of dissent and require the Company to purchase theCommon Shares held by such shareholders at the fair value of such shares. This dissent right isapplicable in certain specified circumstances, including an amendment to the articles of a corporation inthe nature of the Amendment.

A holder of Common Shares is not entitled to exercise Dissent Rights in respect of the AmendmentResolution if such holder votes any of the Common Shares beneficially held by such holder in favour ofthe Amendment Resolution. The execution or exercise of a proxy does not constitute a writtenobjection for purposes of the right to dissent under the OBCA.

The following summary does not purport to provide comprehensive statements of the procedures to befollowed by a Dissenting Shareholder under the OBCA and reference should be made to the specificprovisions of section 185 of the OBCA. The OBCA requires strict adherence to the procedures regardingthe exercise of rights established therein. The failure to adhere strictly to the requirements set out inSchedule "F" to this management information circular may result in the loss or unavailability of any right todissent. Accordingly, each shareholder who wishes to exercise Dissent Rights should carefully considerand comply with the provisions of section 185 of the OBCA and consult a legal advisor. A copy of Section185 of the OBCA is set out in Schedule "E" to this management information circular.

A Dissenting Shareholder is required to send a written objection to the Amendment Resolution to theCompany at or prior to the Meeting. A vote against the Amendment Resolution or a withholding of votesdoes not constitute a written objection. Within 10 days after the Amendment Resolution is approved bythe shareholders, the Company must send to each Dissenting Shareholder a notice that the AmendmentResolution has been adopted. The Dissenting Shareholder is then required, within 20 days after receipt ofsuch notice (or if such shareholder does not receive such notice, within 20 days after learning of theadoption of the Amendment Resolution), to send to the Company a written notice containing theDissenting Shareholder's name and address, the number of Common Shares in respect of which theDissenting Shareholder dissents and a demand for payment of the fair value of such shares and, within30 days after sending such written notice, to send to the Company or its transfer agent the appropriateshare certificate or certificates representing the Common Shares in respect of which the DissentingShareholder has exercised Dissent Rights. A Dissenting Shareholder who fails to send to the Companywithin the required periods of time the required notices or the certificates representing the CommonShares in respect of which the Dissenting Shareholder has dissented may forfeit their Dissent Rightsunder section 185 of the OBCA.

If the matters provided for in the Amendment Resolution become effective, then the Company will berequired to send, not later than the 7th day after the later of (i) the effective date of the Amendment, and(ii) the day the demand for payment is received, to each Dissenting Shareholder whose demand forpayment has been received, a written offer to pay for the Common Shares of such DissentingShareholder in such amount as the directors of the Company consider the fair value thereof accompaniedby a statement showing how the fair value was determined unless there are reasonable grounds forbelieving that the Company is, or after the payment would be, unable to pay its liabilities as they becomedue or the realizable value of the Company's assets would thereby be less than the aggregate of itsliabilities. The Company must pay for the Common Shares of a Dissenting Shareholder within ten daysafter an offer made as described above has been accepted by a Dissenting Shareholder, but any suchoffer lapses if the Company does not receive an acceptance thereof within 30 days after such offer hasbeen made.

If such offer is not made or accepted within 50 days after the effective date of the Amendment, theCompany may apply to a court of competent jurisdiction to fix the fair value of such shares. There is noobligation of the Company to apply to the court. If the Company fails to make such an application, aDissenting Shareholder has the right to so apply within a further 20 days.

-13-


Addresses for Notice

All notices to the Company of dissent to the Amendment Resolution pursuant to Section 185 of the OBCAshould be addressed to the attention of the Chief Executive Officer and be sent to:

TMAC Resources Inc.372 Bay Street, Suite 901Toronto, ON M5H 2W9

Strict Compliance with Dissent Provisions Required

The foregoing summary does not purport to provide a comprehensive statement of the procedures to befollowed by a Dissenting Shareholder. Section 185 of the OBCA requires strict adherence to theprocedures established therein and failure to do so may result in the loss of all Dissent Rights.Accordingly, each shareholder who might desire to exercise Dissent Rights should carefully consider andcomply with the provisions of the section, the full text of which is set out in Schedule "E" to thismanagement information circular, and consult such holder's legal advisor.

Corporate Governance Practices

National Policy 58-201, Corporate Governance Guidelines (the "Governance Guidelines"), sets out bestpractice guidelines for effective corporate governance for companies that are reporting issuers. TheGovernance 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 soundcorporate governance. National Instrument 58-101, Disclosure of Corporate Governance Practices (the"Governance Disclosure Rule"), requires that if management of a reporting issuer solicits proxies fromits securityholders for the purpose of electing directors, specified disclosure of the corporate governancepractices must be included in the management information circular. The Company is not a reportingissuer, but is providing disclosure that is generally consistent with the Governance Disclosure Rule.

The Company and the Board recognize the importance of corporate governance to the effectivemanagement of the Company and to the protection of its employees and shareholders. The Company'sapproach to significant issues of corporate governance is designed with a view to ensuring that thebusiness and affairs of the Company are effectively managed so as to enhance shareholder value. TheBoard fulfills its mandate directly and through its committees at regularly scheduled meetings or atmeetings held as required. Frequency of meetings may be increased and the nature of the agenda itemsmay be changed depending upon the state of the Company's affairs and in light of opportunities or riskswhich the Company faces. The directors are kept informed of the Company's business and affairs atthese meetings as well as through reports and discussions with management on matters within theirparticular areas of expertise.

The Board has considered the Governance Guidelinesgovernance is appropriate and works effectively givencontinues to monitor developments in Canada with apractices current.

and believes that its approach to corporatethe Company's current status. The Companyview to keeping its governance policies and

The Board

The Board currently consists of eight directors, three of whom are independent based upon the test fordirector independence set forth in National Instrument 52-110, Audit Committees. Andrew Adams, FrankDavis and John Lydall are independent directors. Terry MacGibbon is the Executive Chairman of theCompany and Catharine Farrow is the Chief Executive Officer of the Company and are not independentas a result. Randy Engel, David Faley and Russ Cranswick are nominees of significant shareholders andare not considered by the Board to be independent. See "Election of Directors".Terry MacGibbon is the Executive Chairman of the Board and is primarily responsible for themanagement and effective performance of the Board and provides leadership to the Board by: leading,managing and organizing the Board consistent with the approach to corporate governance established bythe Board; promoting cohesiveness among the directors; being satisfied that the responsibilities of the

-14-


Board and the committees of the Board are well understood by the Board; assisting the Board in ensuringthe integrity of the officers and that such officers create a culture of integrity throughout the Company;together with the Chairman of the Corporate Governance and Nominating Committee, reviewing thecommittees of the Board, the Chairs of such committees and the mandates of such committees; and,together with the Chairman of the Corporate Governance and Nominating Committee, ensuring that theBoard, the committees of the Board, individual directors and the officers understand and discharge theirrespective obligations consistent with the approach to corporate governance established by the Board.

As the Executive Chairman is not an independent director, the Board appointed John Lydall as the LeadDirector. The Lead Director will facilitate the functioning of the Board independently of the Company'smanagement and will, together with the Chair of the Corporate Governance and Nominating Committee,maintain and enhance the approach to corporate governance of the Company as established by theBoard from time to time by: in the absence of the Executive Chairman, act as chair of meetings of theBoard; ensuring that all matters required to be considered by the Board are presented to the Board;mentor and counsel new members of the Board to assist them in becoming active and effective directors;facilitate the process of conducting director evaluations; promote best practices and high standards ofcorporate governance; and presiding over in-camera sessions of the Board.

Inter-locking Directorships

Some of the directors of the Company serve on the same boards of directors of reporting issuers. See"Election of Directors —Director Profiles". The Board has determined that these inter-locking directorshipsdo not adversely impact the effectiveness of these directors on the Board. There are no inter-lockingrelationships between the Compensation Committee members and the Executive Chairman, thePresident or the Chief Executive Officer of the Company, except that Andrew Adams, Frank Davis andTerry MacGibbon and are each directors of Torex, and that Terry. MacGibbon and Mr. Davis are eachdirectors of Malbex.

Board Meetings

In connection with meetings of the Board, the Executive Chairman, the Chief Executive Officer and theLead Director are responsible for the agenda for each meeting of the Board. Prior to each Board meeting,the Chairman and the Chief Executive Officer will discuss agenda items for the meeting with the LeadDirector. Materials for each meeting are distributed to the Board in advance of the meeting.

See "Election of Directors —Director Profiles" for a summary of the attendance record of each director forall Board and committee meetings held in 2013.

Meetings of Independent Directors

After each Board meeting, as a regular item on each Board and committee agenda, the independentdirectors hold an in-camera session at which non-independent directors and members of managementare not in attendance. In 2013, the Board held an in-camera session of the independent directors at theend of each meeting of the Board. The Board held four such in-camera sessions in 2013.

Board Mandate

The duties and responsibilities of the Board are to manage or supervise the management of the businessand affairs of the Company and to act in the best interests of the Company. In discharging its mandate,the Board is primarily responsible for the oversight and review of the development of, among other things,the following matters:

• the strategic planning process of the Company;• the identification of the principal risks of the Company's business and ensuring the

implementation of appropriate systems to manage these risks;• succession planning, including appointing, training and monitoring senior management;• a communications policy for the Company to facilitate communications with investors and other

-15-


interested parties;• the financial and operating performance of the Company;• the evaluation of the relevant relationships for director independence;• appropriate standards of corporate conduct; and• the evaluation of the integrity of the Company's internal control and management information

systems.

The Board may at any time retain outside financial, legal or other advisors at the expense of theCompany and any director may, subject to the approval of the Corporate Governance and NominatingCommittee, retain an outside financial, legal or other advisor at the expense of the Company.

The Board also has the mandate to assess the effectiveness of the Board as a whole, its committees andthe contribution of individual directors. The Board discharges its responsibilities directly and through itscommittees, currently consisting of the Audit Committee, the Compensation Committee, the CorporateGovernance and Nominating Committee, the Corporate Social Responsibility Committee and the Safety,Health and Environmental Affairs Committee.

A copy of the Mandate of the Board setting out the Board's mandate and responsibilities and the duties ofits members is available on the Company's website at www.tmacresources.com.

Position Descriptions

The Board has developed written position descriptions for the Executive Chairman and Lead Director ofthe Board, and for the Chief Executive Officer, the President and Chief Technology Officer, the ChiefFinancial Officer, the Chief Operating Officer and the Chairman of each committee of the Board.

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 theCompany's corporate governance documents;

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

(iii) access to management.

Board members are encouraged to: communicate with management and auditors; to keep themselvescurrent with industry trends and developments and changes in legislation with management's assistance;attend related industry seminars; and visit the Company's operations. Messrs. MacGibbon and Davis areeach accredited by the Institute of Corporate Directors as a certified director. External legal counsel to theCompany attends Board meetings and updates the Board on relevant changes in the law. Boardmembers also have full access to the Company's records.

Ethical Business Conduct

The Company has adopted a Code of Ethical Business Conduct (the "Code") for its directors, officers andother employees which can be found on the Company's website at www.tmacresources.com.

The Audit Committee is responsible for monitoring compliance with the Code. In accordance with theCode, directors, officers and other employees should raise questions regarding the application of anyrequirement under the Code, and report a possible violation of a law or the Code, promptly to theirsupervisor. If reporting a concern or complaint to a supervisor is not possible or advisable, or if reporting itto a supervisor does not resolve the matter, the matter should be addressed with the Chief FinancialOfficer. The Audit Committee monitors compliance of the Code by, among other things, obtaining reportsfrom the Chief Financial Officer as to any matters reported under the Code.

-16-


The Board takes steps to ensure that directors, officers and other employees exercise independentjudgment in considering transactions and agreements in respect of which a director, officer or otheremployee of the Company has a material interest, which include ensuring that directors, officers andother employees are thoroughly familiar with the Code and, in particular, the rules concerning reportingconflicts of interest and obtaining direction from their supervisor or the Chief Financial Officer regardingany potential conflicts of interest.

The Board encourages and promotes an overall culture of ethical business conduct by promotingcompliance with applicable laws, rules and regulations; providing guidance to directors, officers and otheremployees to help them recognize and deal with ethical issues; promoting a culture of opencommunication, honesty and accountability; and ensuring awareness of disciplinary action for violationsof ethical business conduct. The Company also has polices related to, among other things, anti-briberyand anti-corruption, whistleblowing, insider trading and disclosure.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is responsible for identifying potential candidatesfor the Board. The Corporate Governance and Nominating Committee has been delegated theresponsibility of assessing potential candidates for the Board to fill perceived needs on the Board forrequired skills, expertise, independence and other factors. Members of the Board are also consulted forpossible candidates.

The Corporate Governance and Nominating Committee considers from time to time the desirable numberof directors of the Company, identifies and recommends to the Board proposed nominees to be directorsof the Company, and considers a skills matrix for the Board which includes the competencies and skillswhich each individual director possesses.

In addition, the Corporate Governance and Nominating Committee assists the Company and the Board infulfilling their respective corporate governance responsibilities under applicable securities laws, and topromote a culture of integrity throughout the Company. The Corporate Governance and NominatingCommittee is also responsible for, among other things, considering, or presenting to the Board forconsideration, any transaction involving the Company and any related party; monitoring any related partytransaction and reporting to the Board on a regular basis regarding the status of any related partytransaction; monitoring the appropriateness of implementing structures to ensure that the Board canfunction independently of the senior officers of the Company; providing an orientation and educationprogram for new directors and existing directors; and assisting in assessing the effectiveness of theBoard as a whole, its committees and individual directors.

The Corporate Governance and Nominating Committee is comprised of Frank Davis (Chair), John Lydalland Terry MacGibbon.

Compensation Committee

The Compensation Committee is responsible for assisting the Board in setting director and officercompensation and to consider and submit to the Board recommendations with respect to other employeebenefits considered advisable. In particular, the Compensation Committee is responsible for, among otherthings, reviewing and making recommendations to the Board with respect to the compensation policiesand practices of the Company; annually reviewing and recommending to the Board for approval theremuneration of the officers of the Company; reviewing and making a recommendation to the Board onthe hiring or termination of certain of the officers of the Company or on special employment contracts;annually recommending to the Board any incentive award to be made to the officers under any incentiveplan or under any employment agreement; and annually comparing the total remuneration of the officerswith the remuneration of peers in the same industry.

The process by which appropriate compensation is determined is through periodic and annual reportsfrom the Compensation Committee on the Company's overall compensation and benefits philosophieswith such compensation realistically reflecting the responsibilities and risks of such positions. See"Compensation Discussion and Analysis".

-17-


The Compensation Committee has the authority to engage, at the expense of the Company, independentcounsel and other experts or advisors as is considered advisable, including compensation consultants toassist in determining appropriate compensation policies and levels, provided that any services to beprovided by any such compensation consultants must be pre-approved by the Compensation Committeeand, 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 Compensation Committee.

The Compensation Committee is comprised of Randy Engel (Chair), Andrew Adams and Frank Davis.

Audit Committee

The Audit Committee provides assistance to the Board in fulfilling its financial reporting and controlresponsibilities to the shareholders of the Company. The external auditors of the Company report directlyto the Audit Committee. The Audit Committee's primary duties and responsibilities are: reviewing anymanagement report on, and assessing the integrity of, the internal controls over the financial reporting ofthe Company and monitoring the proper implementation of such controls; reviewing and reporting to theBoard on the annual audited financial statements, the management's discussion and analysis ("MD&A")thereon, if any, and other financial disclosure related thereto that may be required to be reviewed by theAudit Committee pursuant to applicable laws; monitoring the conduct of the audit function; reviewing thequarterly and annual financial statements, the related MD&A, quarterly and annual earnings newsreleases, if any, and any other public disclosure documents that are required to be reviewed by the AuditCommittee pursuant to applicable laws; reviewing the procedures which are in place for the review of thepublic disclosure by the Company of financial information extracted or derived from the financialstatements of the Company and periodically assessing the adequacy of such procedures; reviewingperiodically and recommending to the Board any amendments to the Code; and, monitoring the policiesand procedures established by the officers to ensure compliance with the Code.

The Audit Committee is comprised of Andrew Adams (Chair), Frank Davis and John Lydall.

A copy of the Audit Committee charter is attached as Schedule "A".

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee assists the Company and the Board in fulfilling theirrespective obligations relating to corporate social responsibility matters concerning the Company. TheCorporate Social Responsibility Committee is responsible for, among other things, overseeing theestablishment and implementation of corporate social responsibility policies and practices, and monitoringthe Company's performance against such policies and practices as well as applicable laws andregulations; reviewing and making recommendations, as appropriate, in regard to the Company'scorporate social responsibility policies; liaising with management on the Company's corporate socialresponsibility programs, including significant sustainable development, community relations and securitypolicies and procedures; and satisfying itself that management of the Company monitors trends andemerging issues in the corporate social responsibility field and evaluates the impact on the Company

The Corporate Social Responsibility Committee is comprised of Terry MacGibbon (Chair), David Faleyand Catharine Farrow.

Safety, Health and Environmental Affairs Committee

The Safety, Health and Environmental Affairs Committee assists the Company and the Board in fulfillingtheir respective obligations relating to safety, health and environmental matters concerning the Company.The Safety, Health and Environmental Affairs Committee is responsible for, among other things:assessing environmental risks and the Company's risk management thereof; reviewing andrecommending to the Board, for approval, changes in or additions to the environmental policies,occupational health and safety policies, standards, accountabilities and programs of the Company in thecontext of competitive, legal and operational considerations; and reviewing reports on the nature andextent of the compliance or any non-compliance of the Company with the environmental policies,


occupational health and safety policies, standards, accountabilities and programs of the Company andenvironmental legislation applicable to the Company and monitoring the correction of any deficienciesand reporting to the Board on the status of such matters.

The Safety, Health and Environmental Affairs Committee is comprised of Catharine Farrow (Chair), DavidFaley and Terry MacGibbon.

Site Visits

During 2013, five of the seven directors had visited the Hope Bay site. During the site visit, the Boardmembers attended corporate presentations outlining the Company's local corporate activities, operationsand applicable laws, among other matters. It is anticipated that all other directors will visit the site during2014.

Assessments

The current practice of the Board is for the Board to make ongoing, informal assessments of theperformance of the Board, its committees and individual directors.

Loans to Directors

The Company does not make personal loans or extend credit to its directors or officers. There are noloans outstanding from the Company to any of its directors or officers.

Compensation Discussion and Analysis

Background

The Company was incorporated on October 30, 2012 for the sole purpose of acquiring the Hope Bay goldproject from Newmont. A definitive agreement of purchase and sale that closed on March 12, 2013resulted in the acquisition by the Company of all of the Hope Bay gold project assets. The Company'sobjective is to build the Hope Bay greenstone belt into the next mining district in Canada. Mineralexploration, development and mining is a highly cyclical, capital intensive industry and the Companyoperates with a long-term view on building shareholder value. In order to ensure alignment withshareholders, certain directors and officers are required to hold a minimum equity investment in theCompany. See "Compensation Governance —Share Ownership Guidelines".

Compensation Governance

Responsibilities of the Compensation Committee

The Compensation Committee was established to assist the Board in fulfilling its responsibilities forcompensation matters including the Company's compensation policies and practices. The CompensationCommittee is responsible for ensuring that the Company's compensation is competitive, fair and in thebest interests of the Company. The Compensation Committee is responsible for reviewing the positiondescriptions and goals and objectives of the Executive Chairman, the Chief Executive Officer, thePresident and Chief Technology Officer, the Executive Vice President and Chief Financial Officer and theChief Operating Officer and providing an appraisal of their performance following the completion of eachfinancial year. The Compensation Committee is also responsible for making recommendationsconcerning the remuneration of directors. A copy of the Compensation Committee's mandate is availableon the Company's website at www.tmacresources.com. Each of Andrew Adams, Frank Davis and RandyEngel have business experience which is relevant to their work on the committee, and both AndrewAdams and Frank Davis serve on compensation committees of other public Canadian corporations. TheCompany's compensation will be monitored regularly by the Compensation Committee and will beamended or modified as required in order to ensure that the Company maintains a competitive position inthe mining industry and appropriately recognizes growth and change within the organization.

-19-


Independent Advisor

The Company did not engage the services of an independent third party for compensation advice in 2013.

Benchmarkinq

Effective January 1, 2014, the Compensation Committee established compensation based onbenchmarking compensation levels and practices against an established peer group of companies.Management, with the assistance of the Company's investment bankers, CIBC World Markets and BMONesbitt Burns Inc., developed apre-development compensation peer group. Members of managementassisted the Committee in gathering information, compensation methodology and compensation trends.The Committee has relied upon publicly filed management information circulars to determine thecompensation levels for the peer group directors and executives.

The following 2014 compensation peer group was approved by the Board:

Continental Gold Limited

Dalradian Resources Inc.

Guyana Goldfields Inc.

Premier Gold Mines Limited

Pretium Resources Inc.

Probe Mines Limited

Share-based Incentive Plans

Romarco Minerals Inc.

Rubicon Minerals Corporation

Sabina Gold &Silver Corp.

Sulliden Gold Corporation Ltd.

Torex Gold Resources Inc.

The Company's long-term incentive plans ("LTIP"), comprised of the Stock Option Plan and theRestricted Share Plan, are summarized in the following tables.

Summary of Stock Option Plan Terms

Securities An Option entitles a holder ("Optionee") to purchase a Common Share at a price(the "exercise price") set at the time of the grant.

Eligibility Directors, employees and other service providers are eligible to participate.

Exercise price The exercise price will be determined by the Board; however, if the CommonShares of the Company 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 theexchange on the trading day immediately preceding the day of the grant of theoption.

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 Options vest upon permanent disability or death and can be exercised at theearlier of the expiry of the term or twelve months, whichever is earlier. If anOptionee is dismissed from employment or service for just cause, vested andunvested options terminate immediately. If an Optionee ceases to be eligible otherthan for death, disability or just cause, options are generally exercisable until theearlier of 90 days or the expiry of the term.

Assignability Options are not assignable.

-20-


Limitations The total number of Common Shares reserved for issuance pursuant to the StockOption Plan and the Restricted Share Plan shall not exceed 10% of theCompany's issued and outstanding Common Shares at the time of the grant. Thetotal number of Common Shares reserved for issuance to insiders pursuant to theStock Option Plan and the Restricted Share Plan shall not exceed 10% of theCompany's issued and outstanding Common Shares at the time of the grant. Thetotal number of stock options and RSRs which may be granted pursuant to theStock Option Plan and the Restricted Share Plan to insiders of the Companywithin a one year period shall not exceed 10% of the Company's issued andoutstanding Common Shares at the time of the grant.

Amendments The Board has the right to amend the Stock Option Plan subject to shareholderapproval and any required regulatory approval.

Summary of Restricted Share Plan Terms

Securities Each RSR entitles the holder to receive one Common Share, without payment ofadditional consideration, at the end of the restricted period or at a later deferreddate, subject to the attainment of any restrictions, including performanceconditions.

Eligibility Directors, employees and other service providers are eligible to participate.

Dividends Dividends are credited as additional RSRs to a holder's account subject to thesame terms and conditions as the initial award.

Restrictions The Board may set restrictions including performance conditions at the time of thegrant.

Cessation of Employment Officers, directors, employees and other service providers are eligible toparticipate in the Restricted Share Plan (a "Participant'). In the event of thedeath or permanent disability (and the Company terminates the Participant'semployment), the Restricted Period will be deemed to be over and any RestrictedShares represented by RSRSs will be issued to the Participant or legal personalrepresentatives of the Participant subject to the Board determining otherwise or asotherwise provided by an Executive Agreement. In the event of the retirement ortermination of a Participant during the Restricted Period, any RSRs held by theParticipant will immediately terminate and be of no further force or effect, providedthat the Compensation Committee has the absolute discretion to waive suchtermination. In the event of the retirement or termination of the Participantfollowing the Restricted Period and prior to a Deferred Payment Date (as definedin the Restricted Share Plan), the Company will issue one Common Share foreach RSR then held by the Participant.

Deferred payment A Participant may elect, on a one time basis, to defer the receipt of all or any partof his or her entitlement to Restricted Shares until one or more deferred paymentdates.

Assignability RSRs are not assignable.

Limitations The total number of Common Shares reserved for issuance pursuant to theRestricted Share Plan and the Stock Option Plan shall not exceed 10% of theCompany's issued and outstanding Common Shares at the time of the grant. Thetotal number of Common Shares reserved for issuance to insiders pursuant to theRestricted Share Plan and the Stock Option Plan shall not exceed 10% of theCompany's issued and outstanding Common Shares at the time of the grant. Thetotal number of RSRs and stock options which may be granted pursuant to theRestricted Share Plan and the Stock Option Plan to insiders of the Companywithin a one year period shall not exceed 10% of the Company's issued andoutstanding Common Shares at the time of the grant.

Amendments The Board has the right to amend the Restricted Share Plan subject toshareholder approval and any required regulatory approval.

-21 -


Share Ownership Guidelines

The Company established share and share-based ownership policy requirements for the directors of theCompany who are compensated in their capacity as a director of the Company (collectively the"Compensated Directors") and the Executive Chairman, Chief Executive Officer, President and Chieftechnology Officer, Chief Financial Officer and Chief Operating Officer (collectively the "ExecutiveOfficers"), that are designed to align their interests with the long-term interests of the Company'sshareholders. Each Executive Officer is required to hold Common Shares having an aggregate value of atleast three times his or her annual base salary as of the date of becoming an Executive Officer of theCompany. Each Compensated Director is required to hold Common Shares having an aggregate value ofat least three times the value of the annual base cash retainer paid to the director as of the date of suchindividual becoming a Compensated Director of the Company. Russ Cranswick joined the Board in April2014 and has not been compensated to date. The Company's share ownership guidelines do notpresently require him to acquire any Common Shares. Randy Engel and David Faley are notcompensated for acting as directors. The Company's share ownership guidelines do not as a resultrequire either of them to acquire Common Shares. Compensated Directors and Executive Officers will bedeemed to have satisfied the applicable ownership guidelines following the date on which either:

(a) the aggregate price paid by the Compensated Director or Executive Officer for Common Sharesheld equals or exceeds the relevant multiple of his or her current annual base salary or annualbase cash retainer, as applicable (the "Relevant Threshold"); or

(b) the fair market value of the Common Shares held by the Compensated Director or ExecutiveOfficer equals or exceeds the Relevant Threshold.

Compensated Directors and Executive Officers are required to comply with the policy requirements by thelatest of the fifth anniversary of: (a) such individual's date of hire, appointment or election; (b) the date theCompany becomes a reporting issuer; and (c) the date on which a director who was not previously aCompensated Director first becomes a Compensated Director.

Director Compensation

The Company's compensation philosophy and objective is to provide competitive compensation to attractand retain talented and experienced directors. A review of the Company's compensation peer group wasconducted to provide guidance for the creation of competitive compensation for the CompensatedDirectors. The Board established a schedule of retainers and fees. Each Compensated Director is entitledto receive an annual retainer and fees for attendance at Board and Committee meetings. The Board willannually review the appropriateness and the design of compensation for the directors.

Director Fees

The table below sets out the retainers and Board and committee meeting fees for the financial year endedDecember 31, 2013.

Fees

l$)

Base Annual Retainer 50,000

Additional Annual Cash Retainers:

Lead Director 25,000

Other Committee Chairs 15,000

Meeting Fees:

Board Meeting 1,000

Committee Meeting 1,000

-22-


Director Compensation Table

The following table sets out the compensation earned by each of Andrew Adams, Frank Davis, being theCompensated Directors of the Company for the financial year ended December 31, 2013. No amountswere accrued for director compensation in 2013. The amounts below were determined in 2014 to bepayable retroactively for services in 2013.

Fees EquityDirector Earned Awards Total

Andrew Adams ~'~ 55,458 Nil 55,458

Frank Davis ~'~ 56,458 Nil 56,458

John Lydall ~'~ 63,375 Nil 63,375

Notes:(1) Andrew Adams, Frank Davis and John Lydall joined the Board on March 12, 2013. Randy Engel and David Faley were

not compensated for acting as directors.

Share-based Incentive Plan Awards for Directors

Outstanding Option-based and Share-based Awards as at December 31, 2013

No Options or RSRs had been granted by the Company as of December 31, 2013. As at June 10, 2014,there were Options outstanding to purchase 3,987,000 Common Shares held by current directors, officersand employees of the Company, including 2,030,000 granted to current directors, including directors whoare officers and of which 630,000 were granted to the Compensated Directors. No RSRs had beengranted by the Company as of June 10, 2014. For details of Option grants to the directors in 2014, see"Election of Directors —Director Profiles".

Value Vested or Earned in the Year

No Options or RSRs had been granted by the Company as of December 31, 2013.

Option Exercises During the Year

No Options had been granted by the Company as of December 31, 2013.

Share Ownership Policy Compliance

Please see "Election of Directors — Director Profiles" for details of Compensated Director shareownership.

Executive Compensation

Compensation Philosophy

Compensation and benefits are included in the Company's total rewards strategy which is designed toattract, motivate and retain talented individuals by providing competitive compensation and rewardingofficers for the achievement of business results and to align the interests of officers with the Company'sshareholders.

The Company's total rewards program includes base salary, annual short-term incentives ("STIP"), LTIPand benefits. LTIP are equity based and designed to align officers' interests with those of the Company'sshareholders and provide officers with an opportunity to share in the Company's growth.

In 2013, base salaries were targeted below the 50`" percentile and total target compensation was targetedat the 50'h percentile. Effective January 1, 2014, base salaries and total target compensation are targeted

-23-


at the 50'h percentile of the compensation peer group. Each of the elements of total direct compensationare discussed in detail in the following section.

Elements of Total Rewards

Each of the elements of total direct compensation are discussed in detail in the following sections.

Base Salary Base salary is a fixed component of pay that compensates officers for fulfillingtheir roles and responsibilities and aids in the attraction and retention of highlyqualified officers. Base salaries are reviewed annually to ensure they reflect theindividual's expertise and performance in fulfilling their role and responsibilities,internal equity and market competitiveness. An officer's base salary may be belowor above the median for the position depending on a number of factors includingexperience, performance, retention and the recommendation of the ExecutiveChairman and the Chief Executive Officer.

Short-Term Incentive Award STIP awards are variable annual cash compensation paid to officers based on theachievement of specific key performance indicators ("KPIs") established eachyear. These KPIs represent challenging but achievable objectives that areconsistent with the Company's strategic goals. The Compensation Committee isrespansib~e for reviev~ing and ~e~a~~en~i~g to the Board the RPIs used toassess the performance of the executive team.

tmac resources inc. notice of annual and special...

Documents