2020 MANAGEMENT INFORMATION CIRCULAR ORIGIN GOLD CORP.

ABOUT THE SHAREHOLDER MEETING April 14, 2020

Forward-looking Statements

This management information circular ("Circular") contains certain "forward-looking statements" including with respect to the holding of the Meeting (defined below) to elect the directors of Origin Gold Corp ("Origin Gold" or the "Corporation") for the ensuing year, appoint Raymond Chabot Grant Thornton LLP as auditor of the Corporation and approve the Corporation's proposed rolling stock option plan. Such forward-looking statements involve risks and uncertainties, many of which are outside of the control of the Corporation. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement contained herein speaks only as of the date of this Circular and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Solicitation of Proxies

You have received this Circular because you owned common shares ("Common Shares") of the Corporation as of April 13, 2020. You are therefore entitled to vote at the 2020 annual and special meeting of common shareholders (the "Meeting") of the Corporation to be held on Friday, May 15, 2020 at 10:00 a.m. (Toronto time) at 65 Queen Street West, 8th floor, Toronto, Ontario M5H 2M5, and any postponement(s) or adjournment(s) thereof.

AS A RESULT OF THE GOVERNMENTAL PROHIBITION AGAINST GROUP GATHERINGS AND TO HELP REDUCE THE SPEAD OF COVID-19, ONLY REGISTERED SHAREHOLDERS AND/OR THEIR APPOINTEES MAY ATTEND THE MEETING IN PERSON. IN ADDITION, WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO NOT ATTEND THE MEETING IN PERSON AND TO VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY, AS DESCRIBED BELOW UNDER THE HEADING "VOTING".

You may also participate in the meeting by virtual attendance. Please visit the following link for instructions and registration details: https://bit.ly/3a6pnsb.

YOU WILL NOT BE ABLE TO VOTE YOUR SHARES AT THE MEETING IF YOU PARTICIPATE SOLELY BY VIRTUAL ATTENDANCE. SHAREHOLDERS THAT WISH TO PARTICIPATE VIRTUALLY MUST VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY BY 10:00 A.M. ET ON MAY 13, 2020, AS DESCRIBED BELOW UNDER THE HEADING "VOTING".

The board of directors of the Corporation (the "Board") has set April 13, 2020 as the record date for the Meeting (the "Record Date").

Management is soliciting your proxy for the Meeting. The Board has fixed Wednesday, May 13, 2020 at 10:00 a.m. (Toronto time), or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be acted upon at the Meeting shall be deposited with the Corporation's transfer agent. The costs of solicitation by management will be borne by the Corporation.

These materials are being sent to both registered and non-registered owners of the Common Shares. The Corporation or its agent has obtained information regarding non-registered owners in accordance with the applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation shall make a list of all persons who are registered shareholders of the Corporation ("Shareholders") on the Record Date and the number of Common Shares registered in the name of each Shareholder on such date. Each Shareholder is entitled to one vote on each matter to be acted on at the Meeting for each Common Share registered in his or her name as it appears on the list.

Unless otherwise stated, the information contained in this Circular is as of the date hereof. All dollar amount references in this Circular, unless otherwise indicated, are expressed in Canadian dollars.

Voting

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. You may appoint some other person or entity to represent you at the Meeting by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of the transfer agent of the Corporation indicated on the enclosed envelope not later than the times set out above.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the Shareholder or by an attorney authorized in writing at 65 Queen Street West, Suite 800, Toronto, Ontario, M5H 2M5 at any time up to and including the last business day preceding the day of the Meeting.

For registered Shareholders who do not receive physical delivery of the form of proxy by mail due to a postal disruption as a result of a Canada Post labour disruption or any other cause, the form of proxy for use by registered Shareholders is also available under the Company's profile at www.sedar.com. In the event of a postal disruption, registered Shareholders are encouraged to complete the form of proxy and return it by courier to Computershare Investor Services Inc. by mail, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Ontario) before the time set for the Meeting.

Voting of Proxies

Registered Shareholders

You can vote in person or vote by proxy. Voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a Shareholder. The executive officers named in the proxy form can act as your proxyholder and vote your Common Shares according to your instructions.

If you appoint the Origin Gold proxyholders and do not indicate your voting instructions, they will vote your Common Shares:

• for the appointment of the auditors;
• for the approval of the proposed Stock Option Plan (as defined below); and
• for the appointment of the nominated directors.

If you want to appoint someone else as your proxyholder, print that person's name in the blank space provided in the proxy form (or complete another proxy form) and send the form to the Corporation's transfer agent. Make sure this person is aware that you appointed them as your proxyholder and that they must attend the Meeting to vote on your behalf and according to your instructions. If you do not indicate your voting instructions, your proxyholder can vote as he or she sees fit.

At the time of printing this Circular, management is not aware of any amendments, variations or other matters to come before the Meeting. If other matters are properly brought before the Meeting, your proxyholder can vote as he or she sees fit.

The transfer agent must receive the completed proxy form by 10:00 a.m. (Toronto time) on May 13, 2020, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting.

Non-Registered Shareholders

Non-registered Shareholders ("Non-Registered Shareholders") are those holders who beneficially own Common Shares registered in the name of an intermediary with whom the Non-Registered Shareholder deals in respect of the Common Shares, such as, banks, trust companies, securities dealers (each an "Intermediary") or in the name of a clearing agency such as CDS & Co. Securities laws require the Corporation to send the meeting materials to the Intermediaries and clearing agencies so they can distribute them to our Non-Registered Shareholders. These materials include the notice of the Meeting, the Circular, a proxy or voting instruction form, a copy of the Corporation's annual financial statements and management's discussion and analysis (if the Non-Registered Shareholder requested a copy) documents by electronic delivery.

Intermediaries and clearing agencies must forward the Meeting materials to Non-Registered Shareholders unless the Non-Registered Shareholder has waived the right to receive them. If you are a Non-Registered Shareholder and have not waived the right to receive the materials, your package includes either a voting instruction form (not signed by your Intermediary) or a proxy form (signed by your Intermediary). Management does not intend to pay intermediaries to forward any materials to objecting beneficial owners. Objecting beneficial owners will not receive meeting materials unless the objecting beneficial owner's intermediary assumes the cost of delivery.

Either form instructs your Intermediary (the registered Shareholder) to vote your Common Shares according to your instructions. Be sure to send back your completed form as soon as possible to ensure your Intermediary carries out your voting instructions.

Non-Registered Shareholders who do not receive physical delivery of their voting instruction form and control number by mail due to a postal disruption as a result of a Canada Post labour disruption or other cause may obtain their control number and online or telephonic voting instructions by contacting their Intermediary that holds their Common Shares.

We encourage Non-Registered Shareholders to review such instructions carefully and contact their Intermediary promptly to obtain their required control number or provide instructions to vote on their behalf and thereby ensure their vote is recorded through the internet and telephone system.

Voting Securities and Principal Holders

The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the date hereof, the Corporation has 51,590,191 Common Shares issued and outstanding and no preferred shares issued and outstanding. To the knowledge of the directors and officers of the Corporation, as at the date hereof, no person, beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to the Common Shares

BUSINESS OF THE MEETING

Other than in respect of the election of directors and approval of the proposed Stock Option Plan, no informed person (as such term is defined under applicable securities laws) of the Corporation or Nominee (as defined below) (and each of their associates or affiliates) has had any direct or indirect material interest in any transaction involving the Corporation since January 1, 2019 or in any proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries other than as disclosed herein.

Financial Statements

The consolidated financial statements for the fiscal year ended December 31, 2019, together with the auditor's report thereon, will be presented to Shareholders for review at the Meeting and were mailed to Shareholders with the Notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

Appointment of Auditors

Management of the Corporation recommends that Shareholders vote in favour of the appointment of Raymond Chabot Grant Thornton LLP, as auditors of the Corporation until the close of the next annual meeting of Shareholders and the authorization of the Board to fix their remuneration. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton LLP and the authorization of the Board to fix their remuneration.

Raymond Chabot Grant Thornton LLP has been the auditor of the Corporation since August 25, 2017.

The following table sets out the audit and audit-related fees billed by the Corporation's auditors for the years ended December 31, 2019 and 2018.

Service	2019	2018
Audit Fees	$24,701	$24,151
Audit-Related Fees	NIL	NIL
Tax Fees	$3,885	$13,967
Other Fees	NIL	NIL
Total:	$25,089	$38,118

For additional information about the Corporation's auditors and the Audit Committee, please refer to the section "Audit Committee".

Stock Option Plan

On May 14, 2018, the Corporation adopted a "fixed" stock option plan (The "Fixed Stock Option Plan"). Stock options issued under the old 2013 stock option plan were included in the new plan and the original terms and conditions of those options were not modified. The TSX Venture Exchange ("TSXV" or the "Exchange") approved the Fixed Stock Option Plan on August 16, 2018. On June 21, 2019, the TSXV approved an increase in the number of options available under the Fixed Stock Option Plan from 4,090,000 to 5,000,000, which latter number represents less than 10% of the outstanding shares.

At the Meeting, the Corporation will ask Shareholders to approve the adoption of a new stock option plan (the "Stock Option Plan") designed to advance the interests of the Corporation by encouraging employees, officers and consultants to have equity participation in the Corporation through the acquisition of Common Shares. A copy of the proposed Stock Option Plan is attached at Schedule "A" hereto. The following is a summary of the terms of the proposed Stock Option Plan, which is qualified in its entirety by the provisions of the Stock Option Plan.

The Stock Option Plan is a "rolling" stock option plan under the policies of the Exchange. Pursuant to the Stock Option Plan, the Corporation will be authorized to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time, with no vesting provisions and after taking into account any stock options outstanding under the Fixed Stock Option Plan. As of the date hereof, there is an aggregate of 3,024,783 stock options outstanding under the Fixed Stock Option Plan, which represents approximately 5.86% of the outstanding Common Shares.

Directors, officers, employees and certain consultants are eligible to receive stock options under the proposed Stock Option Plan. Pursuant to the proposed Stock Option Plan, upon the termination of an optionholder's engagement with the Corporation, the stock options held by such optionholder will be cancelled 90 days following such optionholder's termination from the Corporation. The stock options granted pursuant to the Fixed Stock Option Plan terminate 12 months following such optionholder's termination from the Corporation. Stock options granted under the proposed Stock Option Plan and Fixed Option Plan are not assignable.

The terms and conditions of each option granted under the proposed Stock Option Plan will be determined by the Board. Options will be priced in the context of the market and in compliance with applicable securities laws and Exchange guidelines. Vesting terms will be determined at the discretion of the Board. The Board shall also determine the term of stock options granted under the proposed Stock Option Plan, provided that no stock option shall be outstanding for a period greater than five years.

The Board believes that except for certain material changes to the Stock Option Plan it is important that the Board has the flexibility to make changes to the Stock Option Plan without shareholder approval, include appropriate adjustments to outstanding options in the event of certain corporate transactions, the addition of provisions requiring forfeiture of options in certain circumstances, specifying practices with respect to applicable tax withholdings and changes to enhance clarity or correct ambiguous provisions.

The Stock Option Plan does not provide for the transformation of stock options granted under the Stock Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Corporation.

The Corporation will not provide financial assistance to any optionholder to facilitate the exercise of options under the Stock Option Plan.

The Corporation is required to obtain the approval of its Shareholders of any stock option plan that is a "rolling" plan yearly at the Corporation's annual meeting of Shareholders. Accordingly, at the Meeting, Shareholders will be asked to approve the following ordinary resolution approving the proposed Stock Option Plan:

"BE IT RESOLVED THAT:

1. the proposed Stock Option Plan of Origin Gold Corp. (the "Corporation"), as described in the management information circular of the Corporation dated April 14, 2020, is hereby approved; and

2. any director or officer of the Corporation is hereby authorized to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the true intent of these resolutions."

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE PROPOSED STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE VOTED AGAINST SUCH ORDINARY RESOLUTION.

Election of Directors

The Corporation has nominated three persons (the "Nominees") for election as directors of the Corporation, who will hold office until the next annual meeting of the Corporation or until his successor is elected or appointed. At the Meeting, Shareholders will be asked to elect these Nominees as directors of the Corporation. The persons in the enclosed form of proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director.

As the Corporation has adopted a Majority Voting Policy, the process for voting for election of each director will be by individual voting and not by slate. The Shareholders can vote for or withhold from voting on the election of each director on an individual basis. See "About the Board" for more information on our Majority Voting Policy.

Director Profiles

Each of the three nominated directors is profiled below, including his background and experience, committee memberships, share ownership and other public company directorships. None of the director nominees were elected as directors by the Shareholders at the last annual meeting.

SCOTT MOORE	NEW DIRECTOR NOMINEE
AGE: 55
ONTARIO, CANADA

Mr. Moore is a business executive with over 25 years of experience in the resource and durable goods sectors. He is the former President and CEO of Dacha Strategic Metals and presently the CEO of Euro Sun Mining Inc. and the COO of Forbes & Manhattan, Inc., the latter of which is Mr. Moore's principal occupation. Mr. Moore holds a Bachelor of Arts degree from the University of Toronto and an MBA from the Kellogg School of Management.

JAIME LALINDEAGE: 69	DIRECTOR SINCE JANUARY 20, 2020
Committee Memberships:	N/A
Other Public Company Boards: Blue Sky Energy Inc.	Euro Sun Mining Inc.QuestCap Inc.
Shareholdings:	Nil

Mr. Jaime Lalinde is a former vice president of private banking at Citibank N.A. Mr. Lalinde spent 20 years in the banking industry, working for Chase Bank and Citibank where he was team leader and country manager for the Mexican and Colombian jurisdictions. Mr. Lalinde received a B.A. at Bogota's University of Los Andes and obtained Masters' Degrees in philosophy and political science at the University of Illinois. Mr. Lalinde was the founder and President of La Esperanza Mining and helped found Muisca Resources, Roble Energy and Fura Gems Inc..

Shareholdings: Nil

Other Public Company Boards: Nil

Committee Memberships: N/A

ALGIMANTAS DIDZIULIS DIRECTOR SINCE FEBRUARY 26, 2020 AGE: 63

FLORIDA, UNITED STATES

BOGOTÁ, COLOMBIA

Mr. Algimantas Didziulis is the former Colombian Country Manager for TransCanada Pipelines and Enbridge and he is currently active as an investor, board member and business advisor to various companies.

Shareholdings: Nil

Other Public Company Boards: Nil

Committee Memberships: Audit Committee.

Other Information about the Director Nominees

No proposed director of the Corporation: (a) is at the date hereof, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) (i) is at the date hereof, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) 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 (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; and (c) (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

CORPORATE GOVERNANCE

The Corporation and the Board recognize the importance of corporate governance in effectively managing the Corporation, protecting employees and Shareholders, and enhancing Shareholder value.

The Board fulfills its mandate directly at regularly scheduled meetings or as required. The directors are kept informed regarding the Corporation's operations at regular meetings and through reports and discussions with management on matters within their particular areas of expertise. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation's affairs and in light of opportunities or risks that the Corporation faces.

The Corporation believes that its corporate governance practices are in compliance with applicable Canadian requirements for Exchange listed issuers. The Corporation is committed to monitoring governance developments to ensure its practices remain current and appropriate.

Ethical Business Conduct

The Board is apprised of the activities of the Corporation and ensures that it conducts such activities in an ethical manner. The Board has not adopted a written code of business conduct and ethics, however, the Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to consultants, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary actions for violations of ethical business conduct. In particular, the Board ensures that directors exercise independent judgement in considering transactions and certain activities of the Corporation by holding in camera sessions of independent directors, when applicable, and by having each director declare his or her interest in a particular transaction and abstaining from voting on such matters, where applicable.

ABOUT THE BOARD

Independence of the Board

Director	Independent	Not	Reason for Non-Independence
		Independent
Rejean Gosselin		√	Former President and Chief Executive Officer of the
			Corporation
Jacques Authier	√
Algimantas	√
Didziulis
Gaetan Martel	√
Jaime Lalinde		√	President and Chief Executive Officer of the Corporation

The Board is currently comprised of five members; their independence is as follows:

To facilitate the functioning of the Board independently of management, the following structures and processes are in place:

• a majority of the directors are not management of the Corporation and are considered independent of the Corporation;
• under the by-laws of the Corporation, any two directors may call a meeting of the Board; and
• the Board practice is to hold in-camera meetings with the independent directors at the end of each Board or committee of the Board meeting to the extent required.

Nomination of Directors

The Board is solely responsible for identifying new candidates for nomination to the Board. The process by which candidates are identified is through recommendations presented to the Board, which establishes and discusses qualifications based on corporate law and regulatory requirements as well as education and experience related to the business of the Corporation.

In view of the size and stage of the Corporation and its operations, the Corporation has not adopted term limits or other mechanisms of board renewal, and does not have a written policy relating to the identification and nomination of directors from any designated group (as such term is defined under the Employment Standards Act (Canada)). For the same reasons, the level of representation of such designated groups is not considered when nominating individuals for directors or appointing members of senior management and there are no targets for representation on the Board and among senior management from any of the designated groups.

As of the date hereof, one of the two members (or 50%) of our senior management is a woman. None of the members of the Board (or 0%) are women, have disabilities or identify as a visible minority or an Aboriginal person.

Compensation

The Compensation Committee (as defined below) is responsible for the compensation of the directors and Chief Executive Officer of the Corporation. The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. The Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. The Board may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board deems as worthy of recognition.

The Compensation Committee reviews and discusses proposals received by the Chief Executive Officer of the Corporation regarding the compensation of management and the directors. Please refer to the section "Compensation Committee".

Board Assessments

The Board and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. The Chairman of the Board encourages discussion amongst the Board as to evaluation of the effectiveness of the Board as a whole and of each individual director. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

Majority Voting Policy

The Corporation has adopted a Majority Voting Policy to provide a meaningful way for Shareholders to hold individual directors accountable and to require the Corporation to closely examine directors that do not have the support of a majority of Shareholders. The Majority Voting Policy provides that forms of proxy for the election of directors will permit a Shareholder to vote in favour of, or to withhold from voting, separately for each director nominee and that where a director nominee has more votes withheld than are voted in favour of him or her, the nominee will be considered not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. Pursuant to the Majority Voting Policy, such a nominee will forthwith submit his or her resignation to the Board, such resignation to be effective on acceptance by the Board. The Board will then establish an advisory committee (the "Committee") to which it shall refer the resignation for consideration. In such circumstances, the Committee will make a recommendation to the Board as to the director's suitability to continue to serve as a director after reviewing, among other things, the results of the voting for the nominee and the Board will consider such recommendation. This Majority Voting Policy does not apply where an election involves a proxy battle (i.e., where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board).

Orientation and Continuing Education

The Board will be responsible for ensuring that new directors are provided with an orientation and education program, which will include written information about the duties and obligations of directors, the business and operations of the Corporation, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all meetings of the Board and are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. The Board notes that it has benefited from the experience and knowledge of individual members of the Board in respect of the evolving governance regime and principles. The Board ensures that all directors are apprised of changes in the Corporation's operations and business.

AUDIT COMMITTEE

The purpose of the audit committee (the "Audit Committee") is to assist the Board's oversight of: the integrity of the Corporation's financial statements; the Corporation's compliance with legal and regulatory requirements; the qualifications and independence of the Corporation's independent auditors; and the performance of the independent auditors and the Corporation's internal audit function. Please see Schedule "B" for the Audit Committee Charter.

The Corporation's audit committee is currently comprised of three directors: Rejean Gosselin, Jacques Authier and Algimantas Didziulis. Messrs. Authier and Didziulis are independent and considered financially literate. Please refer to "Director Profiles", commencing on page 6, and below for the relevant education and experience of each of the members of the Audit Committee.

Jacques Authier

Mr. Jacques Authier is a Chartered Professional Accountant, holding a M.Sc. Comm from the University of Sherbrooke, offering consulting services in the areas of tax planning, wealth management and corporate finance. Mr. Authier was a partner at the international accounting firm Ernst & Young, from 1988 to 2009, where he developed extensive expertise in audit services, corporate finance and tax planning. Since then, he has acted as financial consultant for high net worth families and he has been involved in several privately owned enterprises, as partner and director.

Rejean Gosselin

Rejean Gosselin graduated from Laval University in 1979 with a M.Sc. in Geology. He has worked as a consulting geologist on uranium, gold and base metals mining exploration projects in Canada, United States, and South America since 1979. For the past 35 years, Rejean acted as founder and promoter of numerous junior mining companies exploring for different commodities in Canada, West Africa, and Mexico. Mr. Gosselin is responsible for gold and base metals discoveries in Canada and Mexico.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year has there been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on either (a) an exemption in section 2.4 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (the "Instrument"); or (b) an exemption from the Instrument, in whole or in part, granted under Part 8 (Exemptions) of the Instrument. As the Corporation is listed on the Exchange, it is relying on the exemption provided in section 6.1 of the Instrument with respect to Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

External Auditor

The Audit Committee pre-approves all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer's external auditors.

Please see page 5 for the fees paid to external auditors in 2019 and 2018.

COMPENSATION COMMITTEE

The Corporation has not created a formal compensation committee. The Board in its entirety serves as the compensation committee (the "Compensation Committee") and establishes executive and senior officer compensation, the general compensation structure, policies and programs of the Corporation. The Board reviews the adequacy and form of the compensation of directors and ensures that such compensation realistically reflects the responsibilities and risk involved in being an effective director.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Compensation of Directors

The Board determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. For their role as directors of the Corporation, each director of the Corporation who is not a Named Executive Officer (as defined herein) may, from time to time, be paid cash fees, awarded stock options under the provisions of the proposed Stock Option Plan (if the Stock Option Plan is approved by the Shareholders at the Meeting), and/or receive cash bonuses. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

For the financial year ended December 31, 2019, the objectives of the Corporation's compensation strategy were to ensure that compensation for its Named Executive Officers is sufficiently attractive to recruit, retain and motivate high performing individuals to assist the Corporation in achieving its goals.

The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. Executive officers are involved in the process and make recommendations to the Board, which considers for approval the discretionary components (e.g. cash bonuses) of the annual compensation of senior management (other than the Chief Executive Officer). Except as otherwise described below, the Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. The Board may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board deem as worthy of recognition.

Compensation for the Named Executive Officers is composed primarily of three components: base fees, performance bonuses and stock-based compensation. In establishing the levels of base fees, performance bonuses and the award of stock options, the Compensation Committee takes into consideration a variety of factors, including the financial and operating performance of the Corporation, and each Named Executive Officer's individual performance and contribution towards meeting corporate objectives, responsibilities and length of service.

Salary

Amounts paid to executive officers as base salary, including merit salary increases, are determined in accordance with an individual's performance and salaries in the marketplace for comparable positions. However, certain of the Named Executive Officers provide their services in similar capacities to other reporting issuers, in addition to Origin Gold. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective Named Executive Officer and the Corporation and is therefore heavily discretionary. There were no material changes to the base compensation of the Named Executive Officers during the financial year ended December 31, 2019.

Bonus

Origin Gold's cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to the Corporation. Named Executive Officers are entitled to receive discretionary bonuses from time to time as determined or approved by the Board or the Chief Executive Officer, as applicable. The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather the Corporation uses informal goals which may include an assessment of an individual's current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are not pre-set by the Board. The DATED at Toronto, Ontario as of the 14th day of April, 2020

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Jaime Lalinde"

Chief Executive Officer

Former Director(5)	2018	Nil	Nil	Nil	Nil	Nil	Nil
Jacques Authier,	2019	Nil	Nil	Nil	Nil	Nil	Nil
Director	2018	Nil	Nil	Nil	Nil	Nil	Nil
Gaetan Martel,	2019	Nil	Nil	Nil	Nil	Nil	Nil
Director(7)	2018	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

• (1) Mr. Gosselin resigned and was replaced as the chief executive officer of the Corporation by Mr. Jaime Lalinde on February 26, 2020.
• (2) Mr. Tchakmakian resigned and was replaced by Ms. Deborah Battiston as the chief financial officer and corporate secretary of the Corporation on January 20, 2020.
• (3) Mr. Lord resigned and was replaced by Mr. Jaime Lalinde as a director of the Corporation on January 20, 2020.
• (4) Mr. Depatie resigned and was replaced by Mr. Algimantas Didziulis as a director of the Corporation on February 26, 2020.
• (5) Pierre Colas was a director of the Corporation from August 25, 2017 to December 13, 2018.
• (6) This amount does not include the fees paid to a private corporation controlled by Mr. Tchakmakian for its support staff in respect of bookkeeping and accounting services of $29,970 and $24,570 in 2019 and 2018 respectively.

(7) Mr. Martel has served as a director of the Corporation since June 18, 2019.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each Named Executive Officer and director by the Corporation for services provided or to be provided, directly or indirectly, to the Corporation in the most recently completed financial year.

Compensation Securities
Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date of issueor grant(DD-MM-YY)	Issue,conversionor exerciseprice ($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant ($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expiry Date(DD-MM-YY)
Rejean Gosselin,Director andFormer President,		250,000 /250,000 / 0.6%	08-01-19	$0.10	$0.10	$0.07	08-01-21
Chief ExecutiveOfficer (1)	StockOptions	200,000 /200,000/ 0.4%	02-07-19	$0.10	$0.10	$0.07	02-07-21
		430,000 /430,000 / 0.8%	05-12-19	$0.10	$0.08	$0.07	05-12-21
VatchéTchakmakian,Former Chief	StockOptions	150,000 /150,000 / 0.3%	08-01-19	$0.10	$0.10	$0.07	08-01-21
Financial Officerand Secretary(2)		150,000 /150,000 / 0.3%	02-07-19	$0.10	$0.10	$0.07	02-07-21
Guy Lord, FormerDirector(3)	StockOptions	200,000 /200,000 / 0.4%	02-07-19	$0.10	$0.10	$0.07	02-07-21
Jean Depatie,Former Chairmanof the Board(4)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Jacques Authier,Director	Stock	50,000 / 50,000/0.1%	08-01-19	$0.10	$0.10	$0.07	08-01-21
	Options	100,000 /100,000 / 0.2%	02-07-19	$0.10	$0.10	$0.07	02-07-21
Gaetan Martel,Director	StockOptions	200,000 /200,000 / 0.4%	02-07-19	$0.10	$0.10	$0.07	02-07-21

Notes:

(1) Mr. Gosselin resigned and was replaced as the chief executive officer of the Corporation by Mr. Jaime Lalinde on February 26, 2020.

• (2) Mr. Tchakmakian resigned and was replaced by Ms. Deborah Battiston as the chief financial officer and corporate secretary of the Corporation on January 20, 2020.
• (3) Mr. Lord resigned and was replaced by Mr. Jaime Lalinde as a director of the Corporation on January 20, 2020.
• (4) Mr. Depatie resigned and was replaced by Mr. Algimantas Didziulis as a director of the Corporation on February 26, 2020.

Exercise of Stock Options

No Named Executive Officer or director of the Corporation exercised stock options or compensation securities in the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

Options were granted pursuant to the Fixed Stock Option Plan and in accordance with the rules of the Exchange. The Fixed Stock Option Plan is administered by the Board and the proposed Stock Option Plan will similarly be administered by the Board if it is approved by Shareholders at the Meeting. See above under the section "Business of the Meeting – Stock Option Plan."

The table below sets out the outstanding options under the Fixed Stock Option Plan, being the Corporation's only compensation plan under which Common Shares are authorized for issuance, as of December 31, 2019.

	Number of securities to beissued upon exercise ofoutstanding options	Weighted-average exerciseprice of outstandingoptions	Number of securitiesremaining available underequity compensation plans(excluding securitiesreflected in column (a)) asof December 31, 2019
Plan Category	(a)	(b)	(c)
Equity compensation plansapproved by security holders	3,024,783	$0.11	1,975,217
Equity compensation plansnot approved by securityholders	N/A	N/A	N/A
TOTAL	3,024,783	$0.11	1,975,217

Employment, Consulting and Management Agreements

The following describes the respective consulting and employment agreements entered into by the Corporation and its Named Executive Officers as of the date hereof.

Name	Monthly Fees	Severance on Termination	Severance on Change ofControl
Rejean Gosselin, FormerPresident and ChiefExecutive Officer	$10,000	Nil	Nil
Vatché Tchakmakian,Former Chief FinancialOfficer and Secretary	Hourly rates(1)	Nil	Nil

Notes:

(1) A corporation controlled by the Mr. Vatché Tchakmakian receives compensation based on hourly rates for professional fees and for the support staff in respect of accounting, bookkeeping and administrative support.

Summary of Termination Payments

No NEO is entitled to receive any compensation in case of change of control or termination.

Interest of Informed Persons in Material Transactions

No person who has been a director or executive officer of the Corporation, nor any proposed nominee for director of the Corporation, nor any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Common Shares, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the Corporation's last completed financial year or proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries.

Appointment of Aaron Atin as Corporate Secretary

Mr. Atin is a corporate and securities lawyer with securities, mergers and acquisition and corporate finance experience. Mr. Atin is currently a legal consultant to various Toronto Stock Exchange, TSXV and Canadian Securities Exchange-listed companies in various sectors including mining, financial services, agriculture and technology. Mr. Atin began his legal career as a corporate law associate at a large Bay Street law firm. Mr. Atin holds a Bachelor of Arts from the University of Waterloo and a J.D. from the University of Toronto, Faculty of Law.

ADDITIONAL INFORMATION AND CONTACT INFORMATION

Additional information relating to the Corporation may be found under the profile of the Corporation on SEDAR at www.sedar.com. Additional financial information is provided in the Corporation's audited financial statements and related management's discussion and analysis for the financial year ended December 31, 2019, which can be found under the profile of the Corporation on SEDAR. Shareholders may also request these documents from the Legal Counsel of the Corporation by email at [email protected] or by telephone at (416) 861-5888.

Board of Directors Approval

The contents of this Circular and the sending thereof to the shareholders of the Corporation have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

"Jaime Lalinde"

President and Chief Executive Officer

Toronto, Ontario April 14, 2020

SCHEDULE "A"

ORIGIN GOLD CORP. (the "Corporation")

STOCK OPTION PLAN

1. STATEMENT OF PURPOSE

1.1 Principal Purposes – The principal purposes of the Plan are to provide the Corporation with the advantages of the incentive inherent in share ownership on the part of employees, officers, directors and consultants responsible for the continued success of the Corporation; to create in such individuals a proprietary interest in, and a greater concern for, the welfare and success of the Corporation; to encourage such individuals to remain with the Corporation; and to attract new employees, officers, directors and consultants to the Corporation.

1.2 Benefit to Shareholders – The Plan is expected to benefit shareholders by enabling the Corporation to attract and retain skilled and motivated personnel by offering such personnel an opportunity to share in any increase in value of the Shares resulting from their efforts.

2. INTERPRETATION

2.1 Defined Terms – For the purposes of this Plan, the following terms shall have the following meanings:

• (a) "Act" means the Securities Act (Ontario), as amended from time to time;

• (b) "Associate" shall have the meaning ascribed to such term in the Act;

• (c) "Board" means the Board of Directors of the Corporation;

• (d) "Change in Control" means:

• (i) a takeover bid (as defined in the Act), which is successful in acquiring Shares,

• (ii) the change of control of the Board resulting from the election by the members of the Corporation of less than a majority of the persons nominated for election by management of the Corporation,

• (iii) the sale of all or substantially all the assets of the Corporation,

• (iv) the sale, exchange or other disposition of a majority of the outstanding Shares in a single transaction or series of related transactions,

• (v) the dissolution of the Corporation's business or the liquidation of its assets,

• (vi) a merger, amalgamation or arrangement of the Corporation in a transaction or series of transactions in which the Corporation's shareholders receive less than 51% of the outstanding shares of the new or continuing corporation, or

• (vii) the acquisition, directly or indirectly, through one transaction or a series of transactions, by any Person, of an aggregate of more than 50% of the outstanding Shares;

• (e) "Committee" means a committee of the Board appointed in accordance with this Plan, or if no such committee is appointed, the Board itself;

• (f) "Corporation" means Origin Gold Corp., a company incorporated under the Canada Business Corporations Act;

• (g) "Consultant" means an individual, other than an Employee, senior officer or director of the Corporation or a Subsidiary Corporation, or a Consultant Corporation, who;

• (i) provides ongoing consulting, technical, management or other services to the Corporation or a Subsidiary Corporation, other than services provided in relation to a distribution of the Corporation's securities,

• (ii) provides the services under a written contract between the Corporation or a Subsidiary Corporation and the individual or Consultant Corporation,

• (iii) in the reasonable opinion of the Corporation spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Subsidiary Corporation, and

• (iv) has a relationship with the Corporation or a Subsidiary Corporation that enables the individual or Consultant Corporation to be knowledgeable about the business and affairs of the Corporation;

• (h) "Consultant Corporation" means, for an individual Consultant, a company of which the individual is an employee or shareholder, or a partnership of which the individual is an employee or partner;

• (i) "Date of Grant" means the date specified in the Option Agreement as the date on which the Option is effectively granted;

• (j) "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

• (i) being employed or engaged by the Corporation, a Subsidiary Corporation or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Corporation or a Subsidiary Corporation; or

• (ii) acting as a director or officer of the Corporation or a Subsidiary Corporation;

• (k) "Disinterested Shareholder Approval" means an ordinary resolution approved by a majority of the votes cast by members of the Corporation at a shareholders' meeting, excluding votes attaching to Shares beneficially owned by Insiders to whom Options may be granted and Associates of those persons;

• (l) "Effective Date" means the effective date of this Plan, which is the later of the day of its approval by the shareholders of the Corporation and the day of its acceptance for filing by the Exchange if such acceptance for filing is required under the rules or policies of the Exchange;

• (m) "Eligible Person" means:

• (i) an Employee, senior officer or director of the Corporation or any Subsidiary Corporation,

• (ii) a Consultant,

• (iii) an individual providing Investor Relations Activities for the Corporation; and

• (iv) a company, all of the voting securities of which are beneficially owned by one or more of the persons referred to in (i), (ii) or (iii) above;

• (n) "Employee" means:

• (i) an individual who is considered an employee under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source),

• (ii) an individual who works full-time for the Corporation or a Subsidiary Corporation providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary Corporation over the details and methods of work as an employee of the Corporation or a Subsidiary Corporation, but for whom income tax deductions are not made at source,

• (iii) an individual who works for the Corporation or a Subsidiary Corporation, on a continuing and regular basis for a minimum amount of time per week, providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or a Subsidiary Corporation over the details and methods of work as an employee of the Corporation or a Subsidiary Corporation, but for whom income tax deductions are not made at source;

• (o) "Exchange" means the stock exchange or over the counter market on which the Shares are listed;

• (p) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

• (q) "Fair Market Value" means, where the Shares are listed for trading on an Exchange, the last closing price of the Shares before the Date of Grant on the Exchange which is the principal trading market for the Shares, as may be determined for such purpose by the Committee, provided that, so long as the Shares are listed only on the TSXVE, the "Fair Market Value" shall not be lower than the last closing price of the Shares on the TSXVE before the Date of Grant;

• (r) "Guardian" means the guardian, if any, appointed for an Optionee;

• (s) "Insider" shall have the meaning ascribed to such term in the Act;

• (t) "Investor Relations Activities" means any activities or oral or written communications, by or on behalf of the Corporation or a shareholder of the Corporation that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation, but does not include:

• (i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Corporation

• (A) to promote the sale of products or services of the Corporation, or

• (B) to raise public awareness of the Corporation,

that cannot reasonably be considered to promote the purchase or sale of securities of the Corporation,

• (ii) activities or communications necessary to comply with the requirements of

• (A) applicable securities laws,

• (B) the rules and policies of the TSXVE, if the Shares are listed only on the TSXVE, or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Corporation,

• (iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if

• (A) the communication is only through the newspaper, magazine or publication and

• (B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer, or

• (iv) activities or communications that may be otherwise specified by the TSXVE, if the Shares are listed only on the TSXVE;

• (u) "Option" means an option to purchase unissued Shares granted pursuant to the terms of this Plan;

• (v) "Option Agreement" means a written agreement between the Corporation and an Optionee specifying the terms of the Option being granted to the Optionee under the Plan;

• (w) "Option Price" means the exercise price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of Sections 6.3 and 10;

• (x) "Optionee" means an Eligible Person to whom an Option has been granted;

• (y) "Person" means a natural person, company, government or political subdivision or agency of a government; and where two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such syndicate or group shall be deemed to be a Person;

• (z) "Plan" means this Stock Option Plan of the Corporation;

• (aa) "Qualified Successor" means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;

• (bb) "Shares" means the common shares in the capital of the Corporation as constituted on the Date of Grant, adjusted from time to time in accordance with the provisions of Section 10;

• (cc) "Shareholder Approval" means an ordinary resolution approved by a majority of the votes cast by members of the Corporation at a shareholders' meeting;

• (dd) "Subsidiary Corporation" shall mean a company which is a subsidiary of the Corporation;

• (ee) "Term" means the period of time during which an Option may be exercised; and

• (ff) "TSXVE" means the TSX Venture Exchange.

3. ADMINISTRATION

3.1 Board or Committee – The Plan shall be administered by the Board or by a Committee appointed in accordance with Section 3.2.

3.2 Appointment of Committee – The Board may at any time appoint a Committee, consisting of not less than three of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. In the absence of the appointment of a Committee by the Board, the Board shall administer the Plan.

3.3 Quorum and Voting – A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Section 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. No member of the Committee who is a director to whom an Option may be granted may participate in the decision to grant such Option (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee in which action is to be taken with respect to the granting of an Option to him).

3.4 Powers of Board and Committee – The Board shall from time to time authorize and approve the grant by the Corporation of Options under this Plan, and any Committee appointed under Section 3.2 shall have the authority to review the following matters in relation to the Plan and to make recommendations thereon to the Board;

• (a) administration of the Plan in accordance with its terms,

• (b) determination of all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the value of the Shares,

• (c) correction of any defect, supply of any information or reconciliation of any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan,

• (d) prescription, amendment and rescission of the rules and regulations relating to the administration of the Plan;

• (e) determination of the duration and purpose of leaves of absence from employment which may be granted to Optionees without constituting a termination of employment for purposes of the Plan,

• (f) with respect to the granting of Options:

• (i) determination of the Employees, officers, directors or Consultants to whom Options will be granted, based on the eligibility criteria set out in this Plan,

• (ii) determination of the terms and provisions of the Option Agreement which shall be entered into with each Optionee (which need not be identical with the terms of any other Option Agreement) and which shall not be inconsistent with the terms of this Plan,

• (iii) amendment of the terms and provisions of an Option Agreement, provided the Board obtains:

• (A) the consent of the Optionee, and

• (B) if required, the approval of any stock exchange on which the Shares are listed,

• (iv) determination of when Options will be granted,

• (v) determination of the number of Shares subject to each Option,

• (vi) determination of the vesting schedule, if any, for the exercise of each Option, and

• (g) other determinations necessary or advisable for administration of the Plan.

3.5 Obtain Approvals – The Board will seek to obtain any regulatory, Exchange or shareholder approvals which may be required pursuant to applicable securities laws or Exchange rules.

3.6 Administration by Committee – The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan. In addition, the Committee's administration of the Plan shall in all respects be consistent with the Exchange policies and rules.

4. ELIGIBILITY

4.1 Eligibility for Options – Options may be granted to any Eligible Person.

4.2 Insider Eligibility for Options – Notwithstanding Section 4.1, if the Shares are listed only on the TSXVE, grants of Options to Insiders shall be subject to the policies of the TSXVE.

4.3 No Violation of Securities Laws – No Option shall be granted to any Optionee unless the Committee has determined that the grant of such Option and the exercise thereof by the Optionee will not violate the securities law of the jurisdiction in which the Optionee resides.

5. SHARES SUBJECT TO THE PLAN

5.1 Number of Shares – The maximum number of Shares issuable from time to time under the Plan is that number of Shares as is equal to 10% of the number of issued Shares at the Date of Grant of an Option. The maximum number of Shares issuable under the Plan shall be adjusted, where necessary, to take account of the events referred to in Section 10.

5.2 Expiry of Option – If an Option expires or terminates for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purposes of the Plan.

5.3 Reservation of Shares – The Corporation will at all times reserve for issuance and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

6. OPTION TERMS

6.1 Option Agreement – Each Option granted to an Optionee shall be confirmed by the execution and delivery of an Option Agreement and the Board shall specify the following terms in each such Option Agreement:

• (a) the number of Shares subject to option pursuant to such Option, subject to the following limitations if the Shares are listed only on the TSXVE:

• (i) the number of Shares reserved for issuance pursuant to Options to any one Optionee shall not exceed 5% of the issued Shares in any 12-month period (unless the Corporation is designated as a "Tier 1" listed company by the TSXVE and has obtained Disinterested Shareholder Approval to exceed this number),

• (ii) the number of Shares reserved for issuance pursuant to Options to any one Consultant shall not exceed 2% of the issued Shares in any 12-month period, and

• (iii) the aggregate number of Shares reserved for issuance pursuant to Options to Employees and those individuals conducting Investor Relations Activities shall not exceed 2% of the issued Shares in any 12-month period;

• (b) the Date of Grant;

• (c) the Term, provided that, if the Shares are listed only on the TSXVE, the length of the Term shall in no event be greater than five years following the Date of Grant, except, if the Corporation is designated as "Tier 1" listed company by the TSXVE, then the Term shall be no greater than ten years following the Date of Grant, for all Optionees;

• (d) the Option Price, provided that the Option Price shall not be less than the Fair Market Value of the Shares on the Date of Grant;

• (e) subject to Section 6.2 below, any vesting schedule upon which the exercise of an Option is contingent;

• (f) if the Optionee is an Employee, Consultant or an individual providing Investor Relations Activities for the Corporation, a representation by the Corporation and the Optionee that the Optionee is a bona fide Employee, Consultant or an individual providing Investor Relations Activities for the Corporation, as the case may be, of the Corporation or a Subsidiary Corporation; and

• (g) such other terms and conditions as the Board deems advisable and are consistent with the purposes of this Plan.

6.2 Vesting Schedule – The Board, as applicable, shall have complete discretion to set the terms of any vesting schedule of each Option granted, including, without limitation, discretion to:

• (a) permit partial vesting in stated percentage amounts based on the Term of such Option; and
• (b) permit full vesting after a stated period of time has passed from the Date of Grant.

6.3 Amendments to Options – Amendments to the terms of previously granted Options are subject to regulatory approval, if required. Disinterested Shareholder Approval shall be required for any reduction in the Option Price of a previously granted Option.

6.4 Uniformity – Except as expressly provided herein, nothing contained in this Plan shall require that the terms and conditions of Options granted under the Plan be uniform.

7. EXERCISE OF OPTION

7.1 Method of Exercise – Subject to any limitations or conditions imposed upon an Optionee pursuant to the Option Agreement or Section 6 hereof, an Optionee may exercise an Option by giving written notice thereof, specifying the number of Shares in respect of which the Option is exercised, to the Corporation at its principal place of business at any time after the Date of Grant until 4:00 p.m. (Toronto time) on the last day of the Term, such notice to be accompanied by full payment of the aggregate Option Price to the extent the Option is so exercised and an indication as to suitable arrangements made with the Corporation, in accordance with Section 15.7, for the receipt by the Corporation of an amount sufficient to satisfy any withholding tax requirements under applicable tax legislation in respect of the exercise of an Option (the "Withholding Obligations"). Such amounts shall be in lawful money (Canadian funds) by cash, cheque, bank draft or wire transfer. Payment by cheque made payable to the Corporation in the amount of the aggregate Option Price shall constitute payment of such Option Price unless the cheque is not honoured upon presentation, in which case the Option shall not have been validly exercised.

7.2 Issuance of Certificates – Not later than the third business day after exercise of an Option in accordance with Section 7.1, the Corporation shall issue and deliver to the Optionee a certificate or certificates evidencing the Shares with respect to which the Option has been exercised. Until the issuance of such certificate or certificates, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the certificate is issued, except as provided by Section 10 hereof.

7.3 Compliance with U.S. Securities Laws – As a condition to the exercise of an Option, the Board may require the Optionee to represent and warrant in writing at the time of such exercise that the Shares are being purchased only for investment and without any then-present intention to sell or distribute such Shares. At the option of the Board, a stop-transfer order against such Shares may be placed on the stock books and records of the Corporation and a legend, indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such Shares in order to assure an exemption from registration. The Board may also require such other documentation as may from time to time be necessary to comply with United States' federal and state securities laws. The Corporation has no obligation to undertake registration of Options or the Shares issuable upon the exercise of the Options.

8. TRANSFERABILITY OF OPTIONS

8.1 Non-Transferable/Legending – Except as permitted by applicable securities laws and the policies of the Exchange, and as provided otherwise in this Section 8, Options are non-assignable and nontransferable. If the Shares are listed only on the TSXVE, then, in addition to any resale restrictions under applicable securities laws, if the Corporation is, at the Date of Grant of an Option, designated as a "Tier 2" listed company by the TSXVE or, if the Corporation is not so designated but the Option Price is based on a discount from the last closing price of the Shares on the TSXVE, the Option Agreement and the certificates representing the Shares issued on the exercise of such Option shall bear the TSXVE legend with a fourmonth hold period commencing on the Date of Grant.

8.2 Death of Optionee – Subject to Section 8.3, if the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Corporation or any Subsidiary Corporation, or the employment of an Optionee as an individual providing Investor Relations Activities, or the position of the Optionee as a director or senior officer of the Corporation or any Subsidiary Corporation, terminates as a result of such Optionee's death, any Options held by such Optionee shall pass to the Qualified Successor of the Optionee and shall be exercisable by such Qualified Successor until the earlier of a period of not more than one year following the date of such death and the expiry of the Term of the Option.

8.3 Disability of Optionee – If the employment of an Optionee as an Employee of, or the services of a Consultant providing services to, the Corporation or any Subsidiary Corporation, or the employment of an Optionee as an individual providing Investor Relations Activities for the Corporation, or the position of the Optionee as a director or senior officer of the Corporation or any Subsidiary Corporation, is terminated by reason of such Optionee's Disability, any Options held by such Optionee that could have been exercised immediately prior to such termination of employment or service shall be exercisable by such Optionee, or by his Guardian, for a period of not more than one year following the date of such following the termination of employment or service of such Optionee. If such Optionee dies within that period of not more than one year, any Option held by such Optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such Optionee, and shall be exercisable by the Qualified Successor until the earlier of a period of not more than one year following the death of such Optionee and the expiry of the Term of the Option.

8.4 Vesting – Options held by a Qualified Successor or exercisable by a Guardian shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

8.5 Deemed Non-Interruption of Employment – Employment shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to reemployment with the Corporation or any Subsidiary Corporation is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the ninety-first day of such leave.

9. TERMINATION OF OPTIONS

9.1 Termination of Options – To the extent not earlier exercised or terminated in accordance with Section 8, an Option shall terminate at the earliest of the following dates:

• (a) the termination date specified for such Option in the Option Agreement;
• (b) where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Corporation or any Subsidiary Corporation, or an individual providing Investor Relations Activities for the Corporation, is terminated for cause, the date of such termination for cause;
• (c) where the Optionee's position as an Employee, a Consultant, a director or a senior officer of the Corporation or any Subsidiary Corporation or an individual providing Investor Relations Activities for the Corporation terminates for a reason other than the Optionee's Disability or death or for cause, not more than 90 days after such date of termination or, if the Shares are listed only on the TSXVE and if the Corporation is designated as a "Tier 2" listed company by the TSXVE, then in the case of a person employed to provide Investor Relations Activities, not more than 30 days after such person ceases to be employed to provide Investor Relations Activities; PROVIDED that if an Optionee's position changes from one of the said categories to another category, such change shall not constitute termination or cessation for the purpose of this Subsection 9.1(c); and
• (d) the date of any sale, transfer, assignment or hypothecation, or any attempted sale, transfer, assignment or hypothecation, of such Option in violation of Section 8.1.

9.2 Lapsed Options – If Options are surrendered, terminate or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options. If an Option has been surrendered in connection with the regranting of a new Option to the same Optionee on different terms than the original Option granted to such Optionee, then, if required, the new Option is subject to approval of the Exchange.

9.3 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement – If the Optionee retires, resigns or is terminated from employment or engagement with the Corporation or any Subsidiary Corporation, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not vested at that time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

10. ADJUSTMENTS TO OPTIONS

10.1 Alteration in Capital Structure – If there is any change in the Shares through or by means of a declaration of stock dividends of the Shares or consolidations, subdivisions or reclassifications of the Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option and the Option Price therefor shall be adjusted proportionately by the Board and, if required, approved by the Exchange, and such adjustment shall be effective and binding for all purposes of the Plan.

10.2 Effect of Amalgamation, Merger or Arrangement – If the Corporation amalgamates, merges or enters into a plan of arrangement with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the securities, property or cash which the Optionee would have received upon such amalgamation, merger or arrangement if the Optionee had exercised the Option immediately prior to the record date applicable to such amalgamation, merger or arrangement, and the exercise price shall be adjusted proportionately by the Board and such adjustment shall be binding for all purposes of the Plan.

10.3 Acceleration on Change in Control – Upon a Change in Control, all Options shall become immediately exercisable, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject.

10.4 Acceleration of Date of Exercise – Subject to the approval of the Exchange, if required, the Board shall have the right to accelerate the date of vesting of any portion of any Option which remains unvested.

10.5 Determinations to be Binding – If any questions arise at any time with respect to the Option Price or exercise price or number of Option Shares or other property deliverable upon exercise of an Option following an event referred to in this Section 10, such questions shall be conclusively determined by the Board, whose decisions shall be final and binding.

10.6 Effect of a Take-Over – If a bona fide offer (the "Offer") for Shares is made to an Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer constitutes a take-over bid within the meaning of the Act, the Corporation shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon any Option held by an Optionee may be exercised in whole or in part, notwithstanding any contingent vesting provisions to which such Options may have otherwise been subject, by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") to the Offer. If:

• (a) the Offer is not completed within the time specified therein; or
• (b) all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Shares or, in the case of clause (b) above, the Optioned Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and with respect to such returned Optioned Shares, the Option shall be reinstated as if it had not been exercised. If any Optioned Shares are returned to the Corporation under this Section, the Corporation shall refund to the Optionee any Option Price paid for such Optioned Shares.

11. APPROVAL, TERMINATION AND AMENDMENT OF PLAN

11.1 Shareholder Approval – This Plan, if the Shares are listed only on the TSXVE, is subject to Shareholder Approval on a yearly basis at the Corporation's next ensuing annual general meeting.

11.2 Power of Board to Terminate or Amend Plan – Subject to the approval of the Exchange, if required, the Board may terminate, suspend or discontinue the Plan at any time or amend or revise the terms of the Plan; provided, however, that, except as provided in Section 10, the Board may not do any of the following without obtaining, within 12 months either before or after the Board's adoption of a resolution authorizing such action, approval by the Corporation's shareholders at a meeting duly held in accordance with the applicable corporate laws:

• (a) increase the maximum number of Shares which may be issued under the Plan;
• (b) materially modify the requirements as to eligibility for participation in the Plan; or
• (c) materially increase the benefits accruing to participants under the Plan;

however, the Board may amend the terms of the Plan to comply with the requirements of any applicable regulatory authority, or as a result of changes in the policies of the Exchange relating to director, officer and employee stock options, without obtaining the approval of the Corporation's shareholders.

11.3 No Grant During Suspension of Plan – No Option may be granted during any suspension, or after termination, of the Plan. Amendment, suspension or termination of the Plan shall not, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.

12. CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

12.1 Compliance with Laws – Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, any applicable United States' state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any Exchange or automated interdealer quotation system of a registered national securities association upon which such Shares may then be listed or quoted, and such issuance shall be further subject to the approval of counsel for the Corporation with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such Shares. The inability of the Corporation to obtain from any regulatory body the authority deemed by the Corporation to be necessary for the lawful issuance and sale of any Shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any Shares under this Plan, shall relieve the Corporation of any liability with respect to the nonissuance or sale of such Shares other than with respect to a refund of any Option Price paid.

13. USE OF PROCEEDS

13.1 Use of Proceeds – Proceeds from the sale of Shares pursuant to the Options granted and exercised under the Plan shall constitute general funds of the Corporation and shall be used for general corporate purposes, or as the Board otherwise determines.

14. NOTICES

14.1 Notices – All notices, requests, demands and other communications required or permitted to be given under this Plan and the Options granted under this Plan shall be in writing and shall be either delivered personally to the party to whom notice is to be given, in which case notice shall be deemed to have been duly given on the date of such personal delivery; telecopied, in which case notice shall be deemed to have been duly given on the date the telecopy is sent; or mailed to the party to whom notice is to be given, by first class mail, registered or certified, return receipt requested, postage prepaid, and addressed to the party at his or its most recent known address, in which case such notice shall be deemed to have been duly given on the tenth postal delivery day following the date of such mailing.

15. MISCELLANEOUS PROVISIONS

15.1 No Obligations to Exercise – Optionees shall be under no obligation to exercise Options granted under this Plan.

15.2 No Obligation to Retain Optionee – Nothing contained in this Plan shall obligate the Corporation or any Subsidiary Corporation to retain an Optionee as an Employee, officer, director or Consultant for any period, nor shall this Plan interfere in any way with the right of the Corporation or any Subsidiary Corporation to reduce such Optionee's compensation.

15.3 Binding Agreement – The provisions of this Plan and of each Option Agreement with an Optionee shall be binding upon such Optionee and the Qualified Successor or Guardian of such Optionee.

15.4 Use of Terms – Where the context so requires, references herein to the singular shall include the plural, and vice versa, and references to a particular gender shall include either or both genders.

15.5 Headings – The headings used in this Plan are for convenience of reference only and shall not in any way affect or be used in interpreting any of the provisions of this Plan.

15.6 No Representation or Warranty – The Corporation makes no representation or warranty as to the future value of any Shares issued in accordance with the provisions of this Plan.

15.7 Income Taxes – Upon the exercise of an Option by an Optionee, the Corporation shall have the right to require the Optionee to remit to the Corporation an amount sufficient to satisfy any Withholding Obligations relating thereto under applicable tax legislation. Unless otherwise prohibited by the Board or by applicable law, satisfaction of the amount of the Withholding Obligations (the "Withholding Amount") may be accomplished by any of the following methods or by a combination of such methods as determined by the Corporation in its sole discretion:

• (a) the tendering by the Optionee of cash payment to the Corporation in an amount less than or equal to the Withholding Amount; or
• (b) the withholding by the Corporation from the Shares otherwise due to the Optionee such number of Shares as it determines are required to be sold by the Corporation, as trustee, to satisfy the Withholding Amount (net of selling costs). By executing and delivering the Option Agreement, the Optionee shall be deemed to have consented to such sale and have granted to the Corporation an irrevocable power of attorney to effect the sale of such Shares and to have acknowledged and agreed that the Corporation does not accept responsibility for the price obtained on the sale of such Shares; or
• (c) the withholding by the Corporation from any cash payment otherwise due by the Corporation to the Optionee, including salaries, directors fees, consulting fees and any other forms of remuneration, such amount of cash as is required to pay and satisfy the Withholding Amount;

provided, however, in all cases, that the sum of any cash so paid or withheld and the fair market value of any Shares so withheld is sufficient to satisfy the Withholding Amount.

The provisions of the Option Agreement shall provide that the Optionee (or their beneficiaries) shall be responsible for all taxes with respect to any Options granted under the Option Plan and an acknowledgement that neither the Board nor the Corporation shall make any representations or warranties of any nature or kind whatsoever to any person regarding the tax treatment of Options or payments on account of the Withholding Amount made under the Option Plan and none of the Board, the Corporation, nor any of its employees or representatives shall have any liability to an Optionee (or its beneficiaries) with respect thereto.

15.8 Compliance with Applicable Law – If any provision of the Plan or any Option Agreement contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange or over the counter market having authority over the Corporation or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

15.9 Conflict – In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

15.10 Governing Law – This Plan and each Option Agreement issued pursuant to this Plan shall be governed by the laws of the Province of Ontario.

15.11 Time of Essence – Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be, or to operate as, a waiver of the essentiality of time.

15.12 Entire Agreement – This Plan and the Option Agreement sets out the entire agreement between the Corporation and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

16. EFFECTIVE DATE OF PLAN

16.1 Effective Date of Plan – This Plan shall be effective on the later of the day of its approval by the shareholders of the Corporation given by way of ordinary resolution and the day of its acceptance for filing by the Exchange.

SCHEDULE "B"

Audit Committee Charter

1. Mission

Senior management, as overseen by the board of directors, has primary responsibility for the Corporation's financial reporting, accounting systems and internal controls. The audit committee is a standing committee of the board of directors established to assist the board of directors in fulfilling its responsibilities in this regard.

2. Responsibilities

The audit committee shall:

(a) Financial Information

• (i) review the annual financial statements and related matters and recommend their approval to the board of directors, after discussing matters such as the selection of accounting policies, major accounting judgements, accruals and estimates with management;

• (ii) review the annual information form, if applicable;

• (iii) be responsible for reviewing the results of the external audit, including:

  • A. the auditor's engagement letter;
  • B. the reasonableness of the estimated audit fees;
  • C. the scope of the audit, including materiality, locations to be visited, audit reports required, areas of audit risk, timetable, deadlines and coordination with internal audit;
  • D. the post-audit management letter together with management's response;
  • E. the form of the audit report;
  • F. any other related audit engagements (e.g. audit of the company pension plan);
  • G. non-audit services performed by the auditor;
  • H. assessing the auditor's performance;
  • I. recommending the auditor for appointment by the board of directors; and
  • J. meeting with the auditors to discuss pertinent matters, including the quality of accounting personnel;

• (iv) ensure that adequate procedures are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements (except for disclosure required to be reviewed by the audit committee), and must periodically assess the adequacy of those procedures;

• (v) establish procedures for:

• A. the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

• B. the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;

• (vi) review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation;

(b) Interim Financial Statements

• (i) obtain reasonable assurance on the process for preparing reliable quarterly interim financial statements from discussions with management and, where appropriate, reports from the external and internal auditors;
• (ii) review and approve the interim financial statements of the Corporation and management's discussion and analysis related thereto when the same is not undertaken by the board of directors;
• (iii) obtain reasonable assurance from management about the process for ensuring the reliability of other public disclosure documents that contain audited and unaudited financial information;

(c) Accounting System and Internal Controls

• (i) obtain reasonable assurance from discussions with and/or reports from management, and reports from external and internal auditors that the Corporation's accounting systems are reliable and that the prescribed internal controls are operating effectively;
• (ii) direct the auditors' examinations to particular areas;
• (iii) request the auditors to undertake special examinations (e.g., review compliance with conflict of interest policies);
• (iv) review control weaknesses identified by the external and internal auditors, together with management's response;
• (v) review the appointments of the chief financial officer and key financial executives;
• (vi) review accounting and financial human resources and succession planning within the corporation.

(d) Reporting

• (i) report to the board of directors following each meeting on the major discussions and decisions made by the audit committee; and
• (ii) review the audit committee's terms of reference periodically and propose recommended changes to the board of directors.

3. Composition and Regulations

• (a) The audit committee shall be composed of at least three directors. The members and the chairperson of the audit committee shall be appointed by the board of directors for a one year term and may serve any number of consecutive terms.
• (b) The chairperson of the audit committee shall, in consultation with management and the auditors, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to members with sufficient time for study prior to the meeting.
• (c) The audit committee shall have the power, authority and discretion delegated to it by the board of directors which shall not include the power to change the membership of or fill vacancies in the audit committee.
• (d) The audit committee shall conform to the regulations which may from time to time be imposed upon it by the board of directors. The board of directors shall have the power at any time to revoke or override the authority given to or acts done by the audit committee except as to acts done before such revocation or act of overriding and to terminate the appointment or change the membership of the audit committee or fill vacancies in it as it shall see fit.
• (e) The audit committee may meet and adjourn, as they think proper. A majority of the members of the audit committee shall constitute a quorum thereof. Questions arising shall be determined by a majority of votes of the members of the audit committee present, and in the case of an equality of votes, the chairperson shall not have a second or casting vote.
• (f) A resolution approved in writing by all of the members of the audit committee shall be valid and effective as if it had been passed at a duly called meeting. Such resolution shall be filed with the minutes of the proceedings of the audit committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.
• (g) The audit committee shall keep regular minutes of its meetings and record all material matters and shall cause such minutes to be recorded in the books kept for that purpose and shall distribute such minutes to the board of directors.
• (h) The audit committee shall have unrestricted and unfettered access to all Corporation personnel and documents and shall be provided with the resources necessary to carry out its responsibilities.

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Consolidated Financial Statements

For the years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

Independent Auditor's Report

Raymond Chabot Grant Thornton LLP Suite 2000 National Bank Tower 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8

T 514-878-2691

To the Shareholders of Origin Gold Corporation

Opinion

We have audited the consolidated financial statements of Origin Gold Corporation (hereafter ''the Company''), which comprise the consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of loss and comprehensive loss, the consolidated statements of changes in equity and the consolidated statements of cash flows for the years then ended, and notes to consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 2 to the consolidated financial statements, which indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Information other than the consolidated financial statements and the auditor's report thereon

Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor's report thereon, included in Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Karine Desrochers.

Montréal April 9, 2020

___________________________________

1 CPA auditor, CA public accountancy permit no. A127023

Consolidated Statements of Financial Position As at December 31, 2019 and 2018

(In Canadian dollars)

	Note	2019	2018
		$	$
Assets
Current assets
Cash and cash equivalents	5	252,070	245,662
Sales taxes receivable		14,734	13,901
Prepaid expenses and advances to suppliers		30,967	19,951
		297,771	279,514
Non-current assets
Property, plant and equipment	6	31,653	2,070
		31,653	2,070
Total assets		329,424	281,584
Liabilities
Current liabilities
Accounts payable and accrued liabilities		31,758	43,673
Total liabilities		31,758	43,673
Equity
Share capital	8	7,651,920	6,792,552
Contributed surplus		3,806,506	3,429,299
Deficit		(11,142,109)	(9,983,940)
Accumulated other comprehensive loss		(18,651)	-
Total equity
Total liabilities and equity		329,424	281,584
Going concern	2
Subsequent event	13
Approved by the Board of Directors
(s) Jacques Authier
Jacques Authier, Director	297,666237,911(s) Jaime LalindeJaime Lalinde, Director

Consolidated Statements of Loss and Comprehensive Loss For the years ended December 31, 2019 and 2018 (In Canadian dollars, except for number of shares)

	Note	2019	2018
		$	$
Expenses
Exploration and evaluation	7	413,639	393,999
Professional and consulting fees		295,715	325,045
Administration expenses		55,217	49,308
Shareholders communication and transfer agent fees		101,591	67,304
Travel expenses and representation		27,157	27,255
Shared-based payments	8	125,600	-
Foreign exchange loss		-	1,432
Operating loss		1,018,919	864,343
Other gains
Interest income		7,285	7,502
Net loss		1,011,634	856,841
Other comprehensive loss
Currency translation of foreign subsidiary		18,651	-
Comprehensive loss		1,030,285	856,841
Loss per common share, basic and diluted		0.02	0.02
Weighted average number of common shares outstanding – basic
and diluted		48,308,339	40,968,986

Consolidated Statements of Changes in Equity For the years ended December 31, 2019 and 2018

(In Canadian dollars, except for number of shares)

		Number ofcommonshares	Share	Contributed		Accumulatedothercomprehensive	Total
	Note	outstanding	capital$	surplus$	Deficit$	loss$	Equity$
Balance - January 1, 2019		41,134,191	6,792,552	3,429,299	(9,983,940)	-	237,911
Private placements
Proceeds from unit issuance	8	10,456,000	1,045,600	-	-	-	1,045,600
Less: Valuation of warrants	8	-	(186,232)	186,232	-	-	-
Unit issue expenses		-	-	-	(81,160)	-	(81,160)
Replacement warrants	8	-	-	65,375	(65,375)	-	-
Share options
Share-based payments	8	-	-	125,600	-	-	125,600
Transactions with owners		51,590,191	7,651,920	3,806,506	(10,130,475)	-	1,327,951
Net loss		-	-	-	(1,011,634)	-	(1,011,634)
Other comprehensive loss		-	-	-	-	(18,651)	(18,651)
Balance – December 31, 2019		51,590,191	7,651,920	3,806,506	(11,142,109)	(18,651)	297,666

	Note	Number ofcommonsharesoutstanding	Sharecapital	Contributedsurplus	Deficit	TotalEquity
			$	$	$	$
Balance - January 1, 2018		40,909,191	6,767,802	3,429,299	(9,127,099)	1,070,002
Acquisition of mineral properties	7	225,000	24,750	-	-	24,750
Transactions with owners		41,134,191	6,792,552	3,429,299	(9,127,099)	1,094,752
Net loss and comprehensive loss		-	-	-	(856,841)	(856,841)
Balance – December 31, 2018		41,134,191	6,792,552	3,429,299	(9,983,940)	237,911

Consolidated Statements of Cash Flows For the years ended December 31, 2019 and 2018 (In Canadian dollars)

	Note	2019	2018
		$	$
Cash flows used in operating activities
Net loss		(1,011,634)	(856,841)
Adjustments for:
Depreciation of property, plant and equipment included in
exploration and evaluation	6	107	12
Acquisition of a mineral property	7	-	24,750
Share-based payments	8	125,600	-
Changes in non-cash working capital items:
Sales taxes receivable		(833)	26,169
Prepaid expenses and advances to suppliers		(11,016)	11,346
Accounts payable and accrued liabilities		(11,915)	(32,327)
		(909,691)	(826,891)
Cash flows from financing activities
Proceeds from private placements	8	1,045,600	-
Unit issue expenses		(81,160)	-
		964,440	-
Cash flows from investing activitiesAcquisition of property, plant and equipment	6	(29,690)	(2,082)
		(29,690)	(2,082)
Effect of foreign exchange rate changes on cash and cash equivalents		(18,651)	-
Net change in cash and cash equivalentsCash and cash equivalents, beginning		6,408245,662	(828,973)1,074,635
Cash and cash equivalents, end		252,070	245,662

1. INCORPORATION AND NATURE OF ACTIVITIES

Origin Gold Corporation ("Origin" or collectively with its subsidiaries the "Corporation") was incorporated under the Canada Business Corporations Act on April 20, 2012. Origin's common shares are listed on the TSX Venture Exchange (the "Exchange") under the symbol OIC. The address of its head office and principal place of business is 1801 McGill College Avenue, Suite 950, Montreal (Quebec), Canada, H3A 2N4.

The Corporation is engaged in the evaluation, acquisition and exploration of mineral properties in Colombia. It plans to ultimately develop the properties, bring them into production, option or lease the properties to third parties, or sell the properties outright. It has not determined whether these properties contain mineral reserves that are economically recoverable, and the Corporation is considered to be in the exploration stage.

Although the Corporation has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Corporation's title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

2. GOING CONCERN

Given that the Corporation has not yet determined whether its mineral property contains mineral deposits that are economically recoverable, the Corporation has not yet generated income nor cash flows from its operations. As at December 31, 2019, the Corporation has an accumulated deficit of $11,142,109 ($9,983,940 as at December 31, 2018) and a working capital of $266,013 ($253,841 as at December 31, 2018), which is not sufficient to meet the Corporation's operating activities. These material uncertainties cast a significant doubt regarding the Corporation's ability to continue as a going concern.

These consolidated financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern. The Corporation's ability to continue as a going concern is dependent upon its ability to raise additional financing, to meet its existing commitments, to further explore its mineral properties, to pay for general and administrative expenses and to continue to have the support from its suppliers and creditors. Even if the Corporation has been successful in the past in doing so, there is no assurance that it will manage to obtain additional financing in the future.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, to the reported expenses and to the financial position classifications that would be necessary if the going concern assumption was inappropriate. These adjustments could be material.

While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Corporation or that they will be available on terms which are acceptable to the Corporation. If management is unable to obtain new funding, the Corporation may be unable to continue its operations, and amount eventually realized for assets might be less than amounts reflected in these consolidated financial statements.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation and evaluation

The consolidated financial statements have been prepared in accordance with IFRS. The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Corporation's accounting policies. These areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.

The consolidated financial statements have been prepared using accounting policies specified by those IFRS that are in effect as at December 31, 2019.

These consolidated financial statements were approved and authorized for issue by the Corporation's Board of Directors on April 9, 2020.

(b) Basis of consolidation

The consolidated financial statements include the accounts of Origin and those of its wholly-owned subsidiaries: Rio Moche Exploration Inc. until its dissolution in February 2019, 11023926 Canada Inc. and Trinité S.A.S., a Colombian subsidiary, newly created entities in 2018. All intra-group transactions, balances, income and expenses are eliminated during consolidation. All subsidiaries have reporting dates of December 31.

A subsidiary is an entity controlled by the Corporation. Origin controls an entity when the group is exposed to, or has the right to variable returns from involvement with the entity and has the ability to affect these returns through its power over the entity.

(c) Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is the parent company's functional currency. The functional currency has remained unchanged during the reporting period. The functional currency of Rio and 11023926 Canada Inc. is the Canadian dollars. The functional currency of Trinité S.A.S. is the Colombian pesos.

Monetary assets and liabilities denominated in a foreign currency are translated into the functional currency of the respective Corporation entity at the exchange rate in effect at the consolidated financial position date, whereas non-monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the transaction date. Revenue and expenses denominated in a foreign currency are translated at the average rate in effect during the period with the exception of depreciation that is translated at the historical rate. Gains and losses on exchange arising from such translation are recorded in the profit and loss.

In the Corporation's consolidated financial statements, all assets, liabilities and transactions of Corporation entities with a functional currency other than the Canadian dollar are translated into Canadian dollars upon consolidation. The functional currencies of entities within the Corporation have remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into Canadian dollars at the closing rate at the reporting date. Income and expenses have been translated into Canadian dollars at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognized in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognized in equity are reclassified to profit or loss and are recognized as part of the gain or loss on disposal.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(d) Financial instruments

Financial assets and liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instrument and are measured initially at fair value plus transactions costs.

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires.

Financial assets and financial liabilities are measured subsequently as described below.

Amortized Cost

Cash, cash equivalents and accounts payable and accrued liabilities are measured at amortized cost. The contractual cash flows received from the financial assets are solely payments of principal and interest and are held within a business model whose objective is to collect the contractual cash flows. The financial assets and financial liabilities are subsequently measured at amortized cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

(e) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, bank balances and short-term liquid investments, that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

(f) Property, plant and equipment

Depreciation is recognized on a straight-line basis to write down the cost less estimated residual value of office equipment at a rate of 20% per year. Material residual value estimates and estimates of useful life are updated as required, but at least annually.

(g) Exploration and evaluation expenses

Pre-exploration costs, which include costs prior to the Corporation's obtaining rights to explore and evaluate a defined area are expensed as incurred.

Once the legal right to undertake exploration and evaluation activities has been obtained, all costs of acquiring mineral rights or options to acquire such rights and expenses related to the exploration and evaluation of mineral properties are also expensed as incurred.

Exploration and evaluation expenses are costs incurred in the course of initial search for mineral resources before the technical feasibility and commercial viability of extracting a project's mineral resources are demonstrable, at which time any further directly attributable pre-production expenditures that give rise to future economic benefits are capitalized.

Expenses related to exploration and evaluation expenses include topographical, geological, geochemical and geophysical studies, drilling, trenching, sampling and other costs related to the evaluation of the technical feasibility and commercial viability of extracting a mineral resource.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(h) Income taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the consolidated financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. However, since the Corporation is in exploration phase and has no taxable income, tax expense, if any, recognized in profit or loss is currently comprised only of deferred tax.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognized to the extent that it is probable that the underlying tax loss or deductible temporary difference will be able to be utilized against future taxable income. This is assessed based on the Corporation forecast of future operating results, adjusted to significant nontaxable income and expenses and specific limits on the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full. Deferred tax assets and liabilities are offset only when the Corporation has a right and intention to set off current tax assets and liabilities from the same taxation authority.

Changes in deferred tax assets or liabilities are recognized as deferred income tax expense in profit or loss, except where they relate to items that are recognized in directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or in equity, respectively.

(i) Basic and diluted loss per share

Basic loss per share is calculated by dividing the net loss by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by adjusting net loss and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares which include share purchase stock options ("Options") and common share purchase warrants ("Warrants"), if any. The diluted net loss per share is equal to the basic net loss per share due to the anti-dilutive effect of outstanding Options and Warrants.

(j) Share capital

Share capital represents the amount received on the issue of shares. If shares are issued when Options and Warrants are exercised, the share capital account also comprises the compensation costs previously recorded as Contributed Surplus.

(k) Equity-settled share-based payments

The Corporation operates equity-settled share-based remuneration plans ("Options Plan") for its eligible directors, officers, employees and consultants. None of the Corporation's plans feature any Options for a cash settlement.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(k) Equity-settled share-based payments (Cont'd)

All goods and services received in exchange for the grant of any share-based payments are measured at their fair values, unless that fair value cannot be estimated reliably. If the Corporation cannot estimate reliably the fair value of the goods or service received, the Corporation shall measure their value indirectly by reference to the fair value of the equity instruments granted. For the transactions with employees and others providing similar services, the Corporation measured the fair value of the services received by reference to the fair value of the equity instruments granted.

All equity-settled share-based payments (except agent's compensation warrants) are ultimately recognized as an expense in the profit or loss with a corresponding credit to "Contributed Surplus", in equity. Equity-settled share-based payments to agents, in respect of an equity financing are recognized as issuance cost of the equity instrument with a corresponding credit to contributed surplus, in equity.

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of Options expected to vest. Estimates are subsequently revised if there is any indication that the number of Options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior period if the number of Options ultimately exercised are different to that estimated on vesting.

(l) Unit placements

Proceeds from unit placements are allocated between shares and Warrants according to their respective fair value. The Corporation uses the quoted price of the share at the date of issuance and the Black-Scholes pricing model to determine the fair value of the shares and the Warrants issued.

(m) Other elements of equity

Contributed Surplus include charges related to Options and Warrants. When Options and Warrants are exercised, the related compensation costs are transferred to share capital.

Contributed surplus includes charges related to expired Options and Warrants.

Deficit includes all current and prior period retained profits or losses and share and unit issue expenses, deductions of all tax advantages on profit or loss of those share and unit issue expenses.

Accumulated other comprehensive loss includes foreign currency translation differences arising from the translation of financial statements of the Corporation's foreign entity into Canadian dollars.

(n) Segmental reporting

The Corporation determined that it had only one operating segment being the acquisition, exploration and evaluation of mineral properties.

(o) Accounting standards issued but not yet adopted

At the date of authorization of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Corporation.

Management anticipates that all of the pronouncements will be adopted on the Corporation's accounting policies for the first period beginning after the effective date of each pronouncement. These new standards and interpretations have been issued but are not expected to have an impact on the Corporation's consolidated financial statements.

4. CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS

When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.

Significant Judgments:

Going concern

The assessment of the Corporation's ability to execute its strategy by funding future working capital and exploration and evaluation activities involves judgement. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Areas of significant judgement in assessing whether the going concern assumption is appropriate relate to the expected timing to secure its financing on a timely basis.

Recognition of deferred income tax assets and measurement of income tax expense

Management continually evaluates the likelihood that its deferred tax assets could be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgment. To date, management has not recognized any deferred tax assets in excess of existing taxable temporary differences expected to reverse within the carry-forward period (See Note 3(h)).

Significant estimates:

Share-based payments

The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Corporation has made estimates as to the volatility determined by reference to historical data of comparable entities or historical data of the Corporation's shares over the expected average life of the Options, the probable life of Options and Warrants granted and the time of exercise of those Options and Warrants. The model used by the Corporation is the Black-Scholes valuation model (see Note 8).

5. CASH AND CASH EQUIVALENTS

	As at December 31,
	2019	2018
	$	$
Cash	45,358	43,660
Guaranteed investment certificates ("GIC") bearing interest at 2.50%
redeemable at any time and maturing in July 2020	206,712	-
Guaranteed investment certificate bearing interest at 1.85%,
redeemable at any time and maturing in August 2019	-	202,002
	252,070	245,662

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

6. PROPERTY, PLANT AND EQUIPMENT

		Office
	Land	equipment	Total
Cost	$	$	$
Balance – January 1, 2019	-	2,082	2,082
Addition	29,232	458	29,690
Balance – December 31, 2019	29,232	2,540	31,772
Accumulated depreciation
Balance – January 1, 2019	-	12	12
Depreciation	-	107	107
Balance – December, 2019	-	119	119
Net book value – December 31, 2019	29,232	2,421	31,653

7. EXPLORATION AND EVALUATION EXPENSES

	For the years endedDecember 31
	2019	2018
	$	$
La Pantera, Colombia
Acquisition cost	33,898	78,667
Exploration and evaluation expenditures	280,488	114,995
	314,386	193,662
Regional exploration expenditures	99,253	140,110
Las Marias, Colombia
Acquisition Cost	-	8,081
Exploration and evaluation expenditures	-	52,146
	-	60,227
	413,639	393,999

La Pantera

Under an option and assignment agreement dated July 14, 2018, the Corporation secured the ownership of an interest of 50% of the mining title 0-561 ("La Pantera property") in consideration for US$115,000 in cash and the issuance of 1,000,000 of its common shares under the following terms:

• a) A cash payment of $$53,917 (US$40,000) paid as at December 31, 2018;
• b) A cash payment of $33,898 (US$25,000) paid in August 2019, at the date of issue of the administrative act before the competent mining authority which declares the execution of the title transfer; and

7. EXPLORATION AND EVALUATION EXPENSES (CONT'D)

• c) The issuance of 1,000,000 common shares of the Corporation and a cash payment of US$50,000 (Canadian equivalent of $65,000 converted at the exchange rate on December 31, 2019) on the date the transfer of the mining title is completed before the National Mining Registry (pending as at December 31, 2019);
• d) The execution of an exploration program on the La Pantera property, according to the recommendation made in the National Instrument 43-101 technical report of 2018, also considering subsequent reviews within a period of 6 years.

The seller of the 50% interest will also receive US$8 as royalties for each ounce of gold recognized as measured and indicated resource (as defined by National Instrument 43-101) identified by a 6 year exploration program. Upon production, a royalty of 2% net smelter is payable by the Corporation on the ounces of gold produced, after deducting the quantity of ounces on which royalties were already paid.

In 2018, in connection with this acquisition, the Corporation paid a finder's fee of 225,000 in common shares of the Corporation and valued at $24,750 being the fair value.

Las Marias

Pursuant to an exclusive option agreement signed on July 23, 2016, the Corporation had an option to earn a 100% interest in the Las Marias concession located in Colombia, subject to the payment of US$1,000,000 and exploration work of US$4,350,000, over a 5-year period in addition to a 3% net smelter return ("NSR"). On July 16, 2018, the Corporation notified the owners of the Las Marias property of its decision to terminate the option on this property.

8. SHARE CAPITAL

a) Authorized

An unlimited number of voting common shares without par value.

b) Private placements

In 2019, the Corporation closed non-brokered private placements consisting of 10,456,000 units at a price of $0.10 per unit for aggregate gross proceeds to the Corporation of $1,045,600. Each unit consists of one common share in the capital of the Corporation and one-half of a common share purchase warrant (the "Warrant"). Each Warrant shall be exercisable into one additional common share of the Corporation at an exercise price of $0.15 during a two-year period following the issuance of the Warrant.

c) Escrowed shares

8,435,454 common shares of the Corporation are subject to a surplus security escrow agreement, whereby a 36-month escrow period applies, with 5% having been released on receipt of final approval of the Exchange (September 7, 2017), 5% been releasable on the date that is 6 months from the final Exchange approval, 10% being releasable on the dates that are 12 months and 18 months from final Exchange approval, 15% being releasable on the dates that are 24 months and 30 months from final Exchange approval and 40% being releasable on the date that is 36 months from final Exchange approval. As at December 31, 2019, 4,639,503 common shares are subject to this escrow.

A further 3,345,000 common shares are held under a CPC escrow agreement, with 10% having been released on receipt of final Exchange approval, and a further 15% being releasable every six month thereafter. As at December 31, 2019, 1,003,500 common shares are subject to this escrow. Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

8. SHARE CAPITAL (CONT'D)

d) Share-based payments

The Corporation maintains a stock option plan (The "Stock Option Plan") pursuant to which Options to purchase an aggregate of up to 5,000,000 (4,090,000 in 2018) of the common shares outstanding from time-to-time may be granted by the Board of Directors.

The Directors may, from time to time, at their discretion, and under the requirements of the Exchange, grant non-transferable Options to directors, officers, employees and consultants and determine, among other things, the number of Options, the exercise price for each Options and the times when Options will vest and be exercisable, provided that such date may not be later than the date which is the tenth anniversary of the date on which such Option is granted.

The exercise price per common share under each option shall not be less than the last closing price per common share on the trading day immediately preceding the grant date.

All stock-based compensation will be settled in equity instruments. The Corporation has no legal or constructive obligation to repurchase or settle the options in cash.

	For the years ended December 31,
	2019		2018
	Weighted		Weighted
	Numberof Options	averageexerciseprice	Numberof Options	averageexerciseprice
		$		$
Balance, beginning of year	2,829,565	0.17	4,055,757	0.18
Granted (1)	2,590,000	0.10	-	-
Expired	(2,394,782)	0.16	(1,226,192)	0.20
Balance, end of year – outstanding	3,024,783	0.11	2,829,565	0.17
Balance, end of year – exercisable	3,024,783	0.11	2,829,565	0.17

A summary of changes of the Corporation's Options is presented below:

(1) Vested on grant date

Options outstanding and exercisable as at December 31, 2019 are as follows:

Number of Options	Exercise price	Expiry date
	$
434,783	0.20	June 1, 2020
1,160,000	0.10	January 8, 2021
1,000,000	0.10	July 2, 2021
430,000	0.10	December 5, 2021
3,024,783

For the year ended December 31, 2019, the total share-based compensation fair value for the Options granted to directors, officers and consultants amount to $125,600 and was expensed in the consolidated statements of Loss and credited to Contributed Surplus.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

8. SHARE CAPITAL (CONT'D)

d) Share-based payments (Cont'd)

The weighted average fair value of the granted Options of $0.05 in 2019 was determined using the Black-Scholes option pricing model based on the following weighted average assumptions:

		For the years endedDecember 31,
	2019	2018
Expected dividends yield	-%	-
Expected volatility	90.5%	-
Risk-free interest rate	1.71%	-
Expected life	2 years	-
Exercise price at date of grant	$0.10	-
Share price at date of grant	$0.05	-

For the options granted in January and July 2019, the underlying expected volatility was determined by reference to historical data of comparable entities as the common shares of the Corporation started publicly trading in September 2017.

For the options granted in December 2019, the underlying expected volatility was determined by reference to historical data of the Corporation's shares over the expected average life of the Options.

e) Warrants

Warrants outstanding as at December 31, 2019 and 2018 are as follows:

	For the years ended December 31,
	2019			2018
	WeightedaverageNumberexerciseNumberof Warrantspriceof Warrants		Weightedaverageexerciseprice
		$		$
Balance, beginning of year	6,385,261	0.22	6,385,261	0.22
Issued	5,228,000	0.15	-	-
Amended, initial exercise price (1)	(2,392,000)	0.25	-	-
Amended, new exercise price (1)	2,392,000	0.15	-	-
Expired	(357,000)	0.25	-	-
Balance, end of year	11,256,261	0.17	6,385,261	0.22

The average fair value of the warrants issued of $186,232 was estimated using the Black-Scholes valuation model and based on the following weighted average assumptions:

		For the years-ended endedDecember 31,
	2019	2018
Expected dividends yield	-%	-
Expected volatility	103%	-
Average risk-free interest rate	1.59%	-
Expected life	2 years	-
Exercise price at date of grant	$0.15	-
Average share price at date of grant	$0.08	-

8. SHARE CAPITAL (CONT'D)

e) Warrants (Cont'd)

For the Warrants granted in March and May 2019, the underlying expected volatility was determined by reference to historical data of comparable entities as the common shares of the Corporation started publicly trading in September 2017.

For the Warrants granted in October 2019, the underlying expected volatility was determined by reference to historical data of the Corporation's shares over the expected average life of the Warrants.

Number of warrants	Exercise price	Expiry date
3,478,261	$0.20	September 29, 2020
2,392,000	$0.15 (1)	February 25, 2021 (1)
158,000	$0.25 (1)	February 25, 2021 (1)
1,765,000	$0.15	March 15, 2021
1,280,000	$0.15	March 29, 2021
1,783,000	$0.15	May 16, 2021
400,000	$0.15	October 10, 2021
11,256,261

Warrants outstanding as at December 31, 2019 are as follows:

(1) An aggregate number of 2,550,000 Warrants were initially issued at an exercise price of $0.25 and with an expiry date of August 25, 2019. On May 29, 2019, the Corporation amended the expiry date and the exercise price of these Warrants as follows:

• a) The Corporation amended for 2,392,000 Warrants the exercise price to $0.15 and extended the expiry date to February 25, 2021. If the closing price of the Corporation's common shares is $0.1875 or more for a period of 10 consecutive trading days, then those warrant holders will have 30 days to exercise their Warrants; and
• b) the Corporation extended the expiry date for 158,000 Warrants to February 25, 2021.

An insider of the Corporation owns 412,500 of the amended Warrants; 254,500 of the insider Warrants were repriced and the expiry date was amended and 158,000 of the insider Warrants were amended as to the expiry date.

This operation was treated as an exchange of the original warrant for a new Warrant. The incremental value of $65,375 recorded in equity was measured as the difference in the fair value of the new and the original Warrant at the amendment date.

The fair value of the new Warrants was calculated using the Black-Scholes model based on the following assumptions:

Expected dividends yield	-%
Expected volatility	85%
Average risk-free interest rate	1.53%
Expected life	1.75 years

The underlying expected volatility was determined by reference to historical data of the Corporation's shares over the expected average life of the Warrants.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

9. INCOME TAXES

Relationship between expected tax expense and accounting loss

The relationship between the expected tax expense based on the combined federal and provincial income tax rate in Canada and the reported tax expense in the statement of consolidated comprehensive loss can be reconciled as follows:

	For the years endedDecember 31,
	2019	2018
	$	$
Expected tax recovery calculated using the combined federal and
provincial tax rate of 26.60% (26.70% in 2018)	(269,094)	(228,776)
Difference in tax rates	677	1,561
Non-deductible expenses and other	34,981	70,154
Change in unrecognized temporary differences	233,436	157,061
Income tax expense	-	-

As at December 31, 2019, deductible timing differences for which the Corporation has not recognized deferred tax asset are as follows:

	Federal	Provincial
	$	$
Net operating losses carried-forward	2,487,694	2,476,194
Capital losses carried forward	166,764	166,764
Equity instrument issuance costs	115,402	115,402
Exploration and evaluation expenditures	997,195	997,195
	3,767,055	3,755,555

As at December 31, 2018, deductible timing differences for which the Corporation has not recognized deferred tax asset are as follows:

	Federal	Provincial
	$	$
Net operating losses carried-forward	1,146,577	1,140,956
Capital losses carried forward	166,764	166,764
Equity instrument issuance costs	60,247	60,247
Exploration and evaluation expenditures	333,180	333,180
	1,706,768	1,701,147

The ability to realize the tax benefits is dependent upon a number of factors, including the future profitability of operations. Deferred tax assets are recognized only to the extent that it is probable that sufficient taxable profits will be available to allow the asset to be recovered. Accordingly, no deferred tax assets have been recognized. These deferred tax assets not recognized equal an amount of $996,891 as at December 31, 2019.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

, 9. INCOME TAXES (CONT'D)

The Corporation has the following non-capital losses which are available to reduce income taxes in future periods, for which no deferred tax asset has been recognized in the consolidated statement of financial position that can be carried over the following years:

Years ending December 31	Federal	Provincial
	$	$
2032	75,353	75,353
2033	276,284	276,284
2034	302,715	302,715
2035	45,182	45,182
2036	150,354	150,354
2037	664,265	663,270
2038	471,484	467,857
2039	502,057	495,179
	2,487,694	2,476,194

10. COMPENSATION TO KEY MANAGEMENT AND RELATED PARTY TRANSACTIONS

Key management includes directors and officers. The compensation paid or payable to key management is presented below:

	For the years endedDecember 31,
	2019	2018
	$	$
Professional and consulting fees (a) (b)	194,506	223,189
Share-based payments	65,100	-
Unit issue expenses (b)	24,281	-
	283,887	223,189

Details of related party transaction with the directors and officers of the Corporation and companies controlled by the directors and officers not otherwise disclosed in these consolidated financial statements are as follows:

• a) In 2019, the remuneration of the President and CEO, paid to a company controlled by him totaled $120,000 ($120,000 in 2018);
• b) In 2019, a company controlled by the Chief Financial Officer and Secretary charged professional fees of $98,787 ($78,619 in 2018) credited to professional fees ($74,506 - $78,619 in 2018) and unit issue expenses ($24,281 - $nil in 2018). In addition, his company charged fees of $29,970 ($24,750 in 2018) for the support staff in respect of accounting, bookkeeping and administrative support, $5,850 ($nil in 2018) for administrative support related to unit issue expenses and $24,000 ($21,900 in 2018) for office rent expenses.

As at December 31, 2019, the balance due to officers and directors amounted to $1,160 ($19,913 in 2018) and was recorded in accounts payable and accrued liabilities.

These related party transactions were initially recorded at the fair value. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

11. FINANCIAL INSTRUMENT RISKS

Objectives and politics concerning financial risks management

The Corporation considers managing risk as being an integral part of its development and diversification strategies. The Corporation uses a proactive and rigorous approach for the management of the financial risks to which it is exposed. The Corporation's management manages financial risks. The Corporation focusses on actively securing short to medium term cash flows by minimizing the exposures to financial markets.

The Corporation does not enter into financial instrument agreements including derivative financial instruments for speculative purposes.

Fair value

The Corporation presents fair value information of its financial assets and liabilities in the consolidated statement of financial position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on significance of inputs used in measuring the fair value of the financial assets and liabilities.

The Corporation defines the fair value hierarchy under which its financial instruments are valued as follows:

• Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities at the reporting date;
• Level 2 includes inputs other than quoted prices in Level 1 that are observable for assets or liability, either directly or indirectly; and
• Level 3 includes inputs for the asset or liability that are not based on observable market data.

The carrying value of cash and cash equivalents, and accounts payable and accrued liabilities are considered to be a reasonable approximation of their fair value because of the short-term maturity and contractual terms of these instruments.

Financial risks

The Corporation's most significant financial risk exposure and its financial risk management policies are as follows:

Credit risk

Credit risk relates to the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

As at December 31, 2019 and 2018, the Corporation may have been exposed to credit risk from its cash and cash equivalents.

The Corporation maintains substantially all of its cash and cash equivalents with a Canadian chartered bank, which reduces credit risk.

Interest rate risk

All of the Corporation's financial assets and liabilities are non-interest bearing, except for the cash equivalents. As at December 31, 2019, cash equivalents bear interest at a fixed rate until maturity in July 2020 and the Corporation is, therefore, not exposed to the cash flow risk from interest rate fluctuations.

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

11. FINANCIAL INSTRUMENT RISKS (CONT'D)

Liquidity risk

Liquidity risk is the risk that the Corporation will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Corporation has sufficient funding sources in the form of private and public investments. The Corporation also established budget and liquidity forecasts to ensure that it has to its disposal sufficient funds to meet its financial obligations. Over the past periods, the Corporation has financed its exploration and evaluations programs, its working capital requirements and acquisition of mining properties through private financings.

As at December 31, 2019, the Corporation estimates that funds available will not be sufficient to meet the Corporation's obligations and budgeted expenditures through December 31, 2020 (Note 2).

All of the Corporation's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

The Corporation regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity.

Foreign currency risk

Parts of the Corporation purchases are denominated in foreign currencies, primarily in Colombian pesos. Consequently, certain assets and liabilities, namely cash, and accounts payable and accrued liabilities, include amounts in Colombian pesos that are exposed to currency fluctuations.

The following balance sheet items included amounts in foreign currencies:

	As at December 31,
	20192018
	Colombian	Colombian
	Pesos	Pesos
Cash	7,285,290	35,889,293
Accounts payable and accrued liabilities	(18,553,384)	(9,486,087)
Net balance	(11,268,094)	26,403,206
Equivalent in Canadian dollars	($4,451)	$11,089

Assuming that all the other variables are constant, a decrease of 10% in the Colombian exchange rate based on the balances as of December 31, 2019 would not have a significant impact on the Corporation's net loss.

12. CAPITAL MANAGEMENT

The Corporation's capital management objectives are to ensure the Corporation's ability to continue as a going concern, to increase the value of the entity's assets and to provide an adequate return to shareholders. These objectives will be achieved by identifying the right exploration projects, adding value to these projects and ultimately taking them through to production or obtaining sufficient proceed from their disposal.

The Corporation is not subject to any external imposed capital requirements.

The Corporation monitors capital on the basis of the carrying amount of equity.

As at December 31, 2019, managed capital totaled $297,666 ($237,911 as at December 31, 2018).

Notes to the Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (In Canadian dollars)

13. SUBSEQUENT EVENT

Subsequent to year-end, an outbreak of a new strain of coronavirus (COVID-19) resulted in a major global health crisis which continues to have impacts on the global economy and the financial markets at the date of completion of the consolidated financial statements.

These events are likely to cause significant changes to the assets and liabilities in the coming year or to have a significant impact on future operations. Following these events, the Corporation has taken and will continue to take action to minimize the impact. However, it is impossible to determine the financial implications of these events for the moment.

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Management's Discussion and Analysis

For the years ended December 31, 2019 and 2018

1801 McGill College Avenue, Suite 950, Montreal (Quebec), H3A 2N4 Tel: 514.303.0950 Fax: 514.842.3306 / www.origingoldcorp.com

Origin Gold Corporation Management's Discussion and Analysis

For the years ended December 31, 2019 and 2018

The following management discussion and analysis (the "MD&A") of the financial condition and results of the operations of Origin Gold Corporation ("Origin" or collectively with its subsidiaries the "Corporation") constitutes management's review of the factors that affected the Corporation's financial and operating performance for the years ended December 31, 2019 and 2018.

This discussion should be read in conjunction with the Corporation's annual consolidated financial statements and related notes. Origin's annual consolidated financial statements are prepared in accordance with the International Financial Reporting Standards ("IFRS") including comparative figures.

All monetary amounts included in this report are expressed in Canadian dollars, the Corporation's reporting currency, unless otherwise noted.

Further information regarding the Corporation and its operations are filed electronically on the System for Electronic Document Analysis and Retrieval ('SEDAR") in Canada and can be accessed at www.sedar.com.

Incorporation and nature of activities

Origin was incorporated under the Canada Business Corporations Act on April 20, 2012. The Corporation's common shares are listed on the TSX Venture Exchange (the "Exchange") under the symbol OIC. The address of its head office and principal place of business is 1801 McGill College Avenue, Suite 950, Montreal (Quebec), Canada, H3A 2N4.

The consolidated financial statements include the accounts of Origin and those of its wholly-owned subsidiaries: Rio Moche Exploration Inc. until its dissolution in February 2019, 11023926 Canada Inc. and Trinité S.A.S., a Colombian subsidiary, newly created entities in 2018.

Origin is a mineral exploration company with its exploration activity focused in Colombia.

Operating activities

The Corporation reported a net loss of $1,011,634 in 2019 compared to a net loss of $856,841 in 2018 analyzed as follows:

a) Exploration and evaluation expenses of $413,639 in 2019 ($393,999 in 2018).

For accounting purposes, option payments to acquire the right to mineral properties and all expenses related to the exploration and evaluation of these properties are expensed as incurred.

Management's Discussion and Analysis

For the years ended December 31, 2019 and 2018

Following are the detailed exploration and evaluation expenses incurred during 2019 and 2018:

	2019	2018
	$	$
La Pantera property, Colombia
Acquisition cost	33,898	78,667
Geology	166,932	66,812
Environmental permitting	31,449	-
Technical report	-	15,360
Logistic, travel and other	82,107	32,824
	314,386	193,663
Regional exploration expenditures
Technical study	-	88,962
Metallurgical study	41,890	5,188
Geology	38,660	25,077
Logistic, travel and other	18,703	20,883
	99,253	140,110
Las Marias property, Colombia
Acquisition cost	-	8,081
Geology	-	34,546
Environmental study	-	8,337
Logistic, travel and other	-	9,262
	-	60,226
Exploration and evaluation expenses	413,639	393,999

Regional geology

The Corporation's personnel have been visiting the department of Bolivar South since April 2016, in search of a good gold exploration project. The region is known for its gold production since precolonial times and is currently host of thousands of artisanal mining operations. However, the region has been completely abandoned by all major mining and exploration companies, foreign as well as domestic, due to the well-known insecurity problem that has plagued the region for the last forty years or so. Its more difficult access has also been responsible for the lack of development of the area.

During the last 5 years however, the situation has dramatically improved, culminating with the peace process and the disarming of Colombia's largest guerilla group which occurred recently. This has opened up a large and mostly virgin region with immense exploration and mining potential.

The Bolívar South area gold-bearing veins are structurally controlled and hosted by Jurassic intrusions within the Precambrian and Palaeozoic metamorphic rocks (gneisses and schists). The typical orogenic gold deposits consist of complex quartz-carbonate vein systems related to hydrothermal fluids. Ore mineralogy is a mixed base-metal sulphides, pyrite-sphalerite-chalcopyritegalena, occasional bornite.

Las Marias property

Pursuant to an exclusive option agreement signed on July 23, 2016, the Corporation had an option to earn a 100% interest in the Las Marias concession (the "Las Marias" Property"), located in Colombia, subject to the payment of US$1,000,000 and exploration work of US$4,350,000, over a 5 year period.

The Las Marias Property which covers over 512 hectares is located in the Province of San Lucas, Department of Bolivar South, approximately 460km due North of the Colombian capital, Bogota.

The exploration work performed on the Las Marias Property in 2016 and 2017 was first aimed at defining the possibility of encountering a low grade, high tonnage gold deposit on the eastern central part of the property along a low ridge rising roughly 100 meters above the surrounding area. In addition the entire property was also mapped with an emphasis given to the structural pattern responsible for the emplacement of the mineralized veins, veinlets and brecchia. Lithological and structural mapping was also conducted on the property.

The mineralization is mainly auriferous quartz veins, veinlets and breccia with pyrite and minor sphalerite/galena, dipping steeply, in soft saprolitic granodiorite. The principal host rock is a granodiorite body in contact with a metamorphic rock formation where phylic and propylitic alterations are often associated with gold mineralization.

The Corporation has carefully analyzed the results obtained and the financial conditions to acquire the Las Marias Property and came to the conclusion that the best course of action is to focus our exploration efforts on the La Pantera property. On July 16, 2018, the Corporation terminated the option agreement of the Las Marias property.

Regional Exploration

In 2017, the Corporation has conducted a regional survey of artisanal gold mining operations sites in South Bolivar in order to better understand the geology of the area and evaluate the gold potential within 40 km radius around the La Pantera and Las Marias properties.

This investigation was carried out in two campaigns, covering a total of 60 operations from 31 mining settlements or mining cooperatives in the region. It provided an inventory of all mines and their conditions, including daily tonnage, production type, number of mine workings, recovery methods and capacity, social acceptability, etc. All this information was compiled and recorded in a data base.

In 2018, the positive results from the metallurgical testing, conducted on sites not owned by the Corporation, led to the engagement of Bumigeme to conduct a study to evaluate the feasibility of operating a 300 tonnes per day ("t/d") (105,000 tonnes per year ("t/y") regional gold milling and processing facility in the Bolivar South province. The results of those metallurgical tests were used to design a flowsheet for a gravity followed by cyanidation processing plant.

On March 20, 2018, Bumigeme issued a report entitled "Study of the regional gold processing plant, 300t/d mill project, Department of Bolivar (South), Colombia". Highlights of the report are:

• a) Results indicate gold recovery of 90% using a process flowsheet consisting of gravity separation followed by cyanidation;
• b) Mineralized material from different artisanal miners to be trucked to the plant, weighted, assayed and stockpiled individually;
• c) Dry tailing will be produced and stockpiled;
• d) The capital expenditure for the project is estimated at US$10.9 million;
• e) The implementation of the process plant in Bolivar South will benefit the stakeholders: elevated standard of living of the local community, improved infrastructure, cleaner environment and increased revenue for the government derived from taxes and royalties;
• f) The report recommends that the Corporation should decide the exact location of the plant in order to start the environmental and social impact study and to better define the transportation and infrastructure parameters. Bumigeme also recommends to perform additional metallurgical testwork in order to refine the plant design.

During 2019, a complementary metallurgical study was completed by COREM, an industrial research center specialized in mineral processing in Quebec, in order to increase the gold recovery and to evaluate the possibility of producing dry tailings.

On the regional gold processing plant, the results of the study show a potentially viable project. The Corporation has been evaluating the financial market's appetite for this kind of project and then will define the technical, financial and regulatory parameters to implement the project.

Before proceeding with the mill project, the Corporation should obtain the Exchange approval that could trigger a Change of Business ("COB") as defined by Policy 5.2 of the Exchange. The securities of Origin could be subject to a trading halt until the Corporation satisfies Exchange's requirements for a COB and receives shareholders' approval.

Following the encouraging results from this regional sampling program, management of the Corporation pursued discussions with Mining Solutions S.A.S., an active player in the Bolivar South region. In June 2018, Mining Solutions granted an exclusive option to the Corporation for 60 days to acquire 50% of the mining title 0-561 ("La Pantera Property").

La Pantera Property

Under an option and assignment agreement dated July 14, 2018, the Corporation secured the ownership of an interest of 50% of the mining title 0-561 in consideration for US$115,000 in cash and the issuance of 1,000,000 of its common shares. The Corporation exercised its option at the end of August 2018 and the Exchange approved the transaction in September 2018.

Cash payments of $33,898 (US$25,000) and $53,917 (US$40,000) were paid in 2019 and 2018 respectively and the balance of payment in cash of US$50,000 and issuance of 1,000,000 common shares of the Corporation is subject to the approval of the mining title transfer by the Mining authorities in Colombia.

Under the terms of the agreement, the Corporation should also undertake an exploration program on the La Pantera property, according to the recommendation made in the National Instrument 43-101 ("NI 43-101") independent technical report of 2018.

The seller of the 50% interest will also receive US$8 as royalties for each ounce of gold recognized as Measured and Indicated resource, as defined by NI 43-101 identified by a 6 year exploration program. Upon production, a royalty of 2% net smelter is payable by the Corporation on the ounces of gold produced, deducting the quantity of ounces on which royalties were already paid.

In 2018, in connection with this acquisition, the Corporation paid a finder's fee in the form of 225,000 common shares of the Corporation valued at $24,750 being the fair value.

Geology

A National Instrument 43-101 technical report (the "Technical Report") on this property, dated August 20th, 2018, was prepared by Pierre O'Dowd, BSc., independent consulting geologist, and has been filed on Sedar. The author recommends a two-phase surface exploration program over two years totaling US$269,000 consisting of mapping, sampling, geophysical survey and mechanical trenching in order to generate drilling targets.

In October 2018, the Corporation initiated its first surface exploration program on the property in line with the recommendation of the first phase of the technical report.

The following activities were initiated at the beginning of 2019 at a budgeted cost of US$120,000:

• a) Drone airborne and MAG surveys to build orthomosaic maps of the whole area. The survey will provide the exact location of the widespread and numerous artisanal surface operations; and
• b) Grade and volume definition of the saprolitic cover.

In 2019, the technical team has completed the regional geology over the entire property with more than 100 km of traverses, which led to the reinterpretation of the structural pattern that controls the mineralization.

Main Deformation Corridor

A large deformation corridor striking SW/NE, has been identified cutting diagonally through the property. This large fault/shear zone, occasionally observed over a width of 200 meters, was followed inside the concession for over 4.5 km. The results of the MAG survey confirm the position and the extension of this mineralized trend within the property. Furthermore, geomorphological observations, outcrops mapping, trenches and active artisanal mining sites indicate the continuity of this deformation corridor up to 2.5 km northeast of the property.

The large fault/ shear zone permitted the emplacement of a typical hydrothermal system characterized by intense silicification, quartz veins and veinlets as well as hydrothermal breccia zones showing anomalous gold values, even in highly gold-depleted meteorized superficial rock occurrences.

The presence of gold is further confirmed by extensive active saprolite exploitations and numerous small underground mining operations all over this SW/NE trend. It is postulated that this large shear zone cuts through older gold bearing veins and has likely generated secondary extensional faults allowing the emplacement of gold rich veins systems, during various hydrothermal events, striking E-W on the west side and striking NW/SE on the east side of the deformation zone.

East-West veins system

To the west of the large deformation corridor an intense E-W striking veins system has been observed. This veins system is composed of numerous parallel veins that extends from south to north (Mina Matos) in the property and is related to the presence of iron cap oxides at elevation more than 100 m. The veins are vertical to sub-vertical and range from 0.10 to 0.50 m in thickness. They are composed of massive quartz with pyrite, sphalerite and galena with significant gold values.

Management's Discussion and Analysis

For the years ended December 31, 2019 and 2018

In the southwestern portion of the concession, the geological team found fragments of botryoidal and nodular iron oxides. The origin of those iron oxide crust blocks was located on top of hills where an iron laterite cap was observed.

Northwest-Southeast veins system

The geological survey performed in the southeast portion of the property, revealed the existence of an intense system of parallel veins striking NW/SE extending 2 km from Mina Bulla to Los Pueblos at the southern limit of the concession. To better define this vein system, 11 trenches were dug and sampled in this highly meteorized zone. The best gold assay results came from the initial discovery, an open cut face, with an average of 0.8 gr/ton Au over 13 meters from saprolite and various quartz veins and veinlets.

Results from the sampling of these trenches are deemed interesting, considering that the meteorization process usually depletes the gold content close to surface. They also show that the vein system is open to the north, towards Mina Bulla veins.

Outlook for 2020

Management of Origin is actively renegotiating the existing agreement with Mining Solutions and other parties to buy 100% of the La Pantera Property.

In addition the geological team has started to visit, map and sample all the active underground artisanal mines totaling over twenty at this time. The Corporation is awaiting for the laboratory results of the numerous samples collected before initiating the second phase of the recommended program in the Technical Report that will include IP survey and diamond drilling.

Qualified Persons

Daniel Goffaux, P.Eng., is the qualified person as defined by Regulation 43-101 who has reviewed the scientific and technical information in this document.

The study on the regional processing plant, 300t/d mill project has been prepared by Bumigeme and Daniel Goffaux (D.G. Mine Consultant Inc.). The qualified persons at Bumigeme responsible for the preparation of this report are independent of the Corporation. Mr. Goffaux is not independent of the Corporation as he acts as principal technical advisor for the Corporation.

The technical report on the La Pantera Property, dated August 20th, 2018, was prepared by Pierre O'Dowd, P. Geo., BSc. Geology, an independent consulting geologist.

b) Professional and consultant fees of:

	2019	2018
	$	$
Consulting fees	120,000	120,000
Accounting fees	104,476	103,189
External Auditor Service fees	28,586	38,119
Legal fees	42,653	47,460
Other	-	16,277
Professional and consulting fees	295,715	325,045

Consulting fees relate to the President & Chief Executive Officer compensation paid to a company controlled by him.

Accounting fees relate to the compensation of the Chief Financial Officer and his staff in respect of accounting, bookkeeping and administrative support, paid to a company controlled by him. An additional amount of $30,131 is credited to unit issue expenses (Refer to Note 10 to the Consolidated Financial Statements for details).

• c) Shareholders communication and transfer agent fees ($101,591 in 2019 versus $67,304 in 2018): The increase in expenditures in 2019, as compared to last year is due mainly to the fact that management of the Corporation attended a mining conference and had a series of meetings in several cities in Europe to provide information about the Corporation and its future plans at a cost of $74,302 ($32,930 in 2018).
• d) Travel expenses and representation relate mainly to business development activities conducted in South America and Canada.
• e) A $125,600 ($Nil in 2018) stock based compensation non-cash cost recorded in 2019 for 2,590,000 options granted to directors, officers and consultants.

Financing activities

Year ended December 31, 2019

In 2019, the Corporation closed non-brokered private placements consisting of 10,456,000 units at a price of $0.10 per unit for aggregate gross proceeds to the Corporation of $1,045,600. Each unit consists of one common share in the capital of the Corporation and one-half of a common share purchase warrant (the "Warrant"). Each Warrant shall be exercisable into one additional common share of the Corporation at an exercise price of $0.15 during a two-year period following the issuance of the Warrant. Issue cost totaled $81,160 in cash.

Year ended December 31, 2018 The Corporation did not raise any funds in 2018.

Investing activities

The Corporation acquired the surface right covering approximately 22 hectares on a portion of the La Pantera property at a cost of $29,232 for the construction of a mining camp.

Liquidity and capital resources

The Corporation has no long-term debt and a working capital (current assets less current liabilities) of $266,013 as at December 31, 2019 ($235,841 as at December 31, 2018).

Management of the Corporation believes that it does not has sufficient funds to pay its ongoing general and administrative expenses, to pursue exploration and to meet its liabilities, obligations and existing commitments for the ensuing 12 months as they fall due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. The Corporation's ability to continue future operations beyond December 31, 2020 and fund its exploration and evaluation expenditures is dependent on management's ability to secure additional financing in the future, which may be completed in a number of ways, including, but not limited to, the issuance of debt or equity instruments. Management will pursue such additional sources of financing when required.

While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Corporation or that they will be available on terms which are acceptable to the Corporation. If management is unable to obtain new funding, the Corporation may be unable to continue its operations, and amounts eventually realized for assets might be less than amounts reflected in these consolidated financial statements.

Selected annual information

	Year ended December 31
	2019	2018	2017
	$	$	$
Total revenue	-	-	-
Net loss and comprehensive loss	(1,011,634)	(856,841)	(1,366,575)
Loss per share, basic and diluted	(0.02)	(0.02)	(0.04)
Total assets	329,424	281,584	1,146,002

The net loss of 2017 includes $745,687 in listing expenses relating to the reverse take-over of the Corporation.

Summary of quarterly information

	Three months ended
	December 31,	September 30,20192019	June 30,2019	March 31,2019
	$	$	$	$
Net sales	-	-	-	-
Net loss for the period	(245,451)	(241,609)	(229,900)	(294,674)
Net loss per share	(0.004)	(0.005)	(0.005)	(0.007)

Management's Discussion and Analysis

For the years ended December 31, 2019 and 2018

	Three months ended
	December 31,2018	September 30,2018	June 30,2018	March 31,2018
	$	$	$	$
Net sales	-	-	-	-
Net loss for the period	(177,101)	(178,471)	(271,343)	(229,926)
Net loss per share	(0.004)	(0.004)	(0.006)	(0.006)

Fourth quarter analysis

The Corporation reported a net loss of $245,451 for the three-month period ended December 31, 2019 ("Q4-2019") compared to a net loss of $177,101 for the three-month period ended December 31, 2018 ("Q4-2018"). The variance is mainly due to an increase in exploration activities on the La Pantera Property and the regional surveys.

Related party transactions

Refer to Note 10 of the annual consolidated financial statements.

Disclosure of outstanding share data

(as of April 9, 2020)	Number
Common shares	51,590,191
Warrants	11,256,261
Options	3,024,783
Fully diluted	65,871,235

Stock option plan

The purpose of the stock option plan is to serve as an incentive for the directors, officers, employees and service providers who will be motivated by the Corporation's success as well as to promote ownership of common shares of the Corporation by these people. There is no objective attached to the plan and no relationship to manage the Corporation's risks.

Off-balance sheet arrangements

The Corporation does not have any off-balance sheet arrangements.

Management's responsibility for financial information and critical accounting estimates

The Corporation's consolidated financial statements are the responsibility of the Corporation's management. The consolidated financial statements were prepared by the Corporation's management in accordance with IFRS. A description of the Corporation's significant accounting policies can be found in Note 3 of the Corporation's annual consolidated financial statements.

When preparing the consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed in Note 4 of the Corporation's annual consolidated financial statements.

Accounting standards issued but not yet adopted

A description of accounting standards issued but not yet adopted can be found in Note 3 o) of the Corporation's annual consolidated financial statements.

Financial instruments

The Corporation considers managing risk as being an integral part of its development and diversification strategies. The Corporation uses a proactive and rigorous approach for the management of the financial risks to which it is exposed. The Corporation's management manages financial risks. The Corporation focuses on actively securing short to medium term cash flows by minimizing the exposures to financial markets.

The Corporation does not enter into financial instrument agreements including derivative financial instruments for speculative purposes.

The Corporation's most significant financial risk exposure and its financial risk management policies are discussed in Note 11 of the annual consolidated financial statements.

Subsequent event

Subsequent to year-end, an outbreak of a new strain of coronavirus (COVID-19) resulted in a major global health crisis which continues to have impacts on the global economy and the financial markets at the date of completion of the consolidated financial statements.

These events are likely to cause significant changes to the assets and liabilities in the coming year or to have a significant impact on future operations. Following these events, the Corporation has taken and will continue to take action to minimize the impact. However, it is impossible to determine the financial implications of these events for the moment.

Risk factors

The following are certain risk factors relating to the business of the Corporation. The following information is a summary only of certain risk factors. These risks and uncertainties are not the only ones facing the Corporation. Additional risks and uncertainties not presently known to the Corporation, or that the Corporation currently deems immaterial, may also impair the operations of the Corporation. If any such risks actually occur, the financial condition, liquidity and results of operations of the Corporation could be materially adversely affected and the ability of the Corporation to implement its growth plans could be adversely affected.

Nature of Mineral Exploration and Mining

The Corporation holds an interest in an exploration property La Pantera. It does not hold any interest in a mining property in production. The Corporation's viability and potential for success lie in its ability to complete exploration to develop, exploit and generate revenue out of mineral deposits. The exploration and development of mineral deposits involve significant financial risks over a significant period of time which even a combination of careful evaluation, experience and knowledge may not eliminate.

While discovery of a mine can lead to substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on the La Pantera Property will result in a profitable commercial mining operation.

The operations of the Corporation will be subject to all of the hazards and risks normally associated to exploration and development of mineral properties, any of which can result in damage to life or property, environmental damage and possible legal liability. While the Corporation may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks are such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Corporation cannot insure or against which it may elect not to insure. The potential costs which could be associated with any liabilities not covered or in excess of insurance coverage or in compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Corporation and, potentially, its financial position.

Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of a deposit, such as its size and grade, proximity to infrastructure, financing costs and government regulations, including regulations relating to prices, taxes and royalties, infrastructures, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on capital.

Financing Risks

The Corporation has limited financial resources and there is no assurance that additional funding will be available to it for further exploration work or the development of its projects or to fulfill its obligations under applicable agreements. Although the Corporation has been successful in the past to obtain financing through the sale of equity securities, there can be no assurance that the Corporation will be able to obtain adequate financing in the future or that terms of the financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Corporation with possible dilution or loss of such interests.

Foreign Country Risk

The Corporation is conducting its exploration activities in Colombia. There is a sovereign risk of investing in a foreign country, including the risk that the mining concessions may be susceptible to revision or cancellation by new laws or changes in direction by the government in question. These are matters over which the Corporation will have no control. Although management believes that the government and population of Colombia support the development of natural resources and mining activities there is no assurance that future political and economic conditions in such country will not result in the adoption of different policies or attitudes respecting the development and ownership of mineral resources. Any such changes in policy or attitudes may result in changes in laws affecting ownership of assets, land tenure and mineral concessions, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect both the Corporation's ability to undertake exploration and, if warranted, development and mining activities in respect of current and future properties.

No assurance of title

The acquisition of titles to mineral projects is a detailed and time consuming process. Although the Corporation has taken precautions to ensure that the agreement of the La Pantera Property is a valid and legally binding agreement and that title of the property can be transferred and properly recorded, by obtaining a legal opinion from local counsel, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Corporation in its property may not be challenged or impugned.

For the years ended December 31, 2019 and 2018

Potential Land Claims

The La Pantera Property is located in the Bolivar region of the Department of Bolivar, Colombia, which area can be subject to Peasants, Indigenous, Afro-Descendants and other land claims by those who were forced to flee their lands over the past 25 years. Victims displaced by Colombia's armed forces, guerrillas and paramilitary groups, may also make claims for land restitution. This would have an impact on the Corporation's ability to develop its properties without renegotiating with third parties.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Corporation's operations, financial condition and results of operations. Disruptions in the supply of products and services required for the Corporation's activities in any of the jurisdictions in which it operates would also adversely affect its business, results of operations and financial condition.

Fluctuating Mineral Prices

The mining industry is heavily dependent upon the market price of the metals or minerals being mined. There is no assurance that, even if commercial quantities of mineral resources are discovered, a profitable market will exist for the sale of the same. There can be no assurance that mineral prices will be such that the Corporation's properties can be mined at a profit. Factors beyond the control of the Corporation may affect the marketability of any minerals discovered. The prices of many base and precious metals have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond the control of the Corporation.

No Significant Revenues

To date, the Corporation has not recorded any revenues, other than interest and investment income and the Corporation has no dividend record. The Corporation has not commenced commercial production on any of its properties. There can be no assurance that significant losses will not occur in the near future or that the Corporation will be profitable in the future. There can be no assurance that the Corporation will generate any revenues or achieve profitability.

Dilution and Future Sale of Common Shares

The Corporation may issue additional shares in the future, which would dilute a shareholder's holdings. The Corporation's articles of incorporation permit, among other things, the issuance of an unlimited number of common shares and the interests of the holders of the Corporation's common shares may be diluted thereby.

Conflicts of Interest

The directors and officers of the Corporation may serve as directors and/or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interests of the Corporation. In the event that such a conflict of interest arises at a meeting of the directors of the Corporation, a director is required by the CBCA to disclose the conflict of interest and abstain from voting on the matter.

Environmental Regulations

The operations of the Corporation are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving toward stricter standards, and enforcement, fines and penalties for non-compliance are becoming more stringent.

There are no known environmental liabilities. However, the Corporation has noted that intermittent artisanal mining carried out on the La Pantera Property is being performed without control or oversight. As per the provisions of the agreement with Mining Solutions, the Corporation will be taking steps to oversee the activities of the artisan miners on the La Pantera Property once the title has been transferred. In the meantime, on Origin's recommendation, the owners of the property advised the competent authorities to put an end to these activities.

Dependence on Key Personnel

The Corporation is dependent on a relatively small number of key employees or consultants, the loss of any of whom could have an adverse effect on its operations. The Corporation does not currently have key person insurance on these individuals.

Anti-corruption Laws

The Corporation operates in a jurisdiction that have experienced governmental and private sector corruption to some degree. The Corporation is required to comply with the Corruption of Foreign Public Officials Act (Canada), which has recently seen an increase in both the frequency of enforcement and severity of penalties. Although our code of conduct mandates compliance with anti-corruption laws, there can be no assurance that our internal control policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts. Violation or alleged violation of anti-corruption laws could lead to civil and criminal fines and penalties, reputational damage and other consequences that may materially adversely affect our financial condition and results of operation.

Security Risks

In recent years, although criminal activity and violence has decreased in Colombia, it is home to South America's largest and longest running insurgency, and during the 40-year course of armed conflict between government forces and anti-government insurgent groups and illegal paramilitary groups, both funded by the drug trade, Colombia has experienced significant social upheaval and criminal activity relating to drug trafficking. Insurgents have attacked and kidnapped civilians and violent guerrilla activity exists in some parts of the country. While the situation has improved dramatically in recent years, there can be no guarantee that the situation will not again deteriorate. Colombia's government has signed a peace accord with the Revolutionary Armed Forces of Colombia ("FARC"), Colombia's largest guerrilla group. The parties reached agreements on reforms to ease political participation for opposition movements, and land and rural development, among other issues. In addition, Colombia's government has had preliminary conversations with the National Liberation Army, Colombia´s second largest rebel group, although formal negotiations have been suspended. There can be no assurance that continuing attempts to reduce or prevent guerilla, drug trafficking or criminal activity will be successful or that guerilla, drug trafficking and/or criminal activity will not disrupt the Corporation's operations in the future. Such incidents may halt or delay exploration activities, increase costs, result in harm to employees, contractors or visitors, decrease operational efficiency, increase community tensions or otherwise adversely affect the Corporation's ability to conduct business.

Potential Volatility of Share Price

There can be no assurance that an active trading market for the Origin shares will be sustained. The market price of the Origin shares is volatile and could be subject to wide fluctuations due to a number of factors, including but not limited to: actual or anticipated fluctuations in the Corporation's results of operations; changes in estimates of the Corporation's future results of operations by management or securities analysts; introduction of new products or services by the Corporation or its competitors; and general industry changes. In addition, the financial markets have in the past experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many venture and real estate issuers and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the mining industry specifically, may adversely affect the market price of the Origin shares.

Use of and Reliance on Experts Outside Canada

The Corporation uses and relies upon a number of legal, financial and industry experts outside of Canada as required given its corporate and operational structure. Some of these industry professionals may not be subject to equivalent educational requirements, regulations, and rules of professional conduct or standards of care as they would be in Canada. The Corporation manages this risk through the use of reputable experts and review of past performance. In addition the Corporation uses, where possible, experts and local advisers linked with firms also operating in Canada to provide any required support.

Uninsurable Risks

Development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences. It is not always possible to obtain insurance against all such risks and the Corporation may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Corporation's results of operations and financial condition and could cause a decline in the value of the Corporation's shares. The Corporation does not intend to maintain insurance against environmental risks.

Forward-looking information

All statements in this management's discussion and analysis, other than statements of historical fact, that address future acquisitions and events or developments that the Corporation expects to occur, are forward-looking statements. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forwardlooking statements. Factors that could cause actual results to differ materially from those in forwardlooking statements include industry related risks, regulatory approvals, and continued availability of capital and financing and general economic, market or business conditions.

(s) Jaime Lalinde CEO and President (s) Deborah Battiston Chief Financial Officer

April 9, 2020