strong results

STRONG RESULTS

DON’T LET AN INEXPERIENCED INVESTOR

Vote your BLUE proxy by 11: 00 a.m. on January 30th to

continue with the strong, experienced leadership

that has a clear plan forward.

STRONG LEADERSHIP

IN CHALLENGING TIMES

SINK YOUR INVESTMENT.

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01/01/2010 01/01/2011 01/01/2012 01/01/2013 01/01/2014

S&P 500 Index

Meson Capital

Meson Capital yields a cumulative underperformance against the S&P 500 of -110.5% as of September 30, 2014

30/09/2014

Vote your BLUE proxy by 11:00 a.m. on January 30th

to continue with the strong, experienced

leadership that has a clear plan.

Meson Capital Partners vs. S&P 500 Index from 2010-2014

RYAN MORRIS’ FUND’S PERFORMANCE SINCE 2010…

WOULD YOU TRUST HIM WITH YOUR

ABERDEEN INVESTMENT?

If you have any questions or need assistance completing your BLUE proxy or voting instruction form, please call Kingsdale Shareholder Services, toll free at 1-866-851-9601 or email [email protected]

TABLE OF CONTENTS

LETTER FROM THE LEAD DIRECTOR........................................................................................................................1

REASONS TO VOTE FOR ABERDEEN’S NOMINEES ................................................................................................5

REASONS TO REJECT THE DISSIDENTS’ NOMINEES ...........................................................................................10

VOTING BY REGISTERED SHAREHOLDERS...........................................................................................................15

VOTING BY BENEFICIAL (NON-REGISTERED) SHAREHOLDERS .........................................................................15

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS............................................................................................18

MANAGEMENT INFORMATION CIRCULAR ..............................................................................................................19

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS ....................................................................19

MATTERS TO BE VOTED ON ......................................................................................................................19

ABERDEEN MANAGEMENT INFORMATION CIRCULAR — QUESTIONS AND ANSWERS.....................20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ...................................26

BUSINESS OF THE MEETING .....................................................................................................................27

APPOINTMENT OF PROXIES AND VOTING INSTRUCTIONS ...................................................................41

INFORMATION CONCERNING THE ABERDEEN BOARD..........................................................................45

CORPORATE GOVERNANCE PRACTICES ................................................................................................52

ABOUT THE BOARD OF DIRECTORS.........................................................................................................53

COMMITTEES OF THE BOARD OF DIRECTORS .......................................................................................59

EXECUTIVE COMPENSATION ....................................................................................................................61

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES, AND EMPLOYMENT CONTRACTS ................................................................................................................................................69

DIRECTOR COMPENSATION ......................................................................................................................73

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.......................75

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ..............................................................75

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON .........................75

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ....................................................76

MANAGEMENT CONTRACTS......................................................................................................................76

DIRECTORS’ AND OFFICERS’ INSURANCE ..............................................................................................76

ADDITIONAL INFORMATION .......................................................................................................................76

AUDITORS ....................................................................................................................................................76

DIRECTORS’ APPROVAL.............................................................................................................................77

SCHEDULE “A” CHARTER OF THE BOARD OF DIRECTORS................................................................................ A-1

SCHEDULE “B” BIOGRAPHIES OF DISSIDENTS’ NOMINEES............................................................................... B-1


OVER 27% RETURN FOR SHAREHOLDERS IN 2014

OUTPERFORMED THE GDXJ IN 2014 AND SINCE 2010

OUTPERFORMED A PEER INDEX OF MINING INVESTMENT COMPANIES (PNP, SCP, AND FNR) IN 2014 AND SINCE 2010

CURRENT BOARD HAS OVER 200 YEARS OF COLLECTIVE SENIOR MANAGEMENT, OPERATIONS, PUBLIC MARKETS AND FINANCE EXPERIENCE IN THE MINING SECTOR

CURRENT BOARD HAS A FIVE POINT ACTION PLAN TO CREATE LONG-TERM SHAREHOLDER VALUE

CURRENT BOARD HAS BROAD NETWORK NEEDED TO FACILITATE ACCRETIVE TRANSACTIONS

VALUECREATIONTHROUGH

EXPERIENCE:

LETTER FROM THE LEAD DIRECTOR

Dear Fellow Shareholders:

We need to alert you to an urgent threat to your investment.

An opportunistic investor without a plan for your company is threatening to take over your board.

Ryan Morris, a 30 year old representative of Meson Capital Partners, LLC, together with Nightscape Capital (UK) LLP, has requisitioned a meeting of Aberdeen’s shareholders to replace your board. While the intent of these dissidents is clear — to take over your company without paying you a premium — we are nonetheless required to call a Special Meeting of Shareholders, to be held on February 3rd. We have formed a special committee of independent directors to oversee matters relating to the Special Meeting to, among other things, ensure a fair voting process and to ensure that all shareholders are heard.

We urge you to vote today to stop this “cashless takeover” and preserve the value we have created and will continue to create together.

Here is what you need to know:

Ryan has no plan for the company and is acting in an opportunistic and self-interested manner. We understand that Meson Capital recently acquired the majority of its shares only after Aberdeen’s announcement of the sale of assets to Landmark Partners. Further, we believe that Ryan and his board nominees lack the experience needed to run a mining investment company and have a concerning record of value destruction. Under Ryan’s leadership, the cumulative underperformance of his fund against the S&P 500 from January 1, 2010 to September 30, 2014 is -110.5%.

We are concerned his attempt to take over your company will result in the destruction of shareholder value.

We’ve been working hard to create long-term value at a time of unprecedented uncertainty in the mining industry. The good news is our plan is working.

As the mining sector has collapsed, Aberdeen has stayed on course delivering value for shareholders:

1. In 2014 when performance is calculated as cumulative total shareholder returns, assuming dividend reinvestment and adjusting for currency, our stock has outperformed the Market Vectors Junior Gold Miners ETF (GDXJ) 27.29% compared to -22.31% and over the last five years, we outperformed GDXJ -64.61% compared to -72.08%.

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-74%-72%-70%-68%-66%-64%-62%-60%

AAB GDXJ

Five-Year Performance

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AAB GDXJ

One-Year Performance

2. Since 2010 using dividend adjusted closing prices, we outperformed a peer index of mining investment companies consisting of Pinetree Capital Ltd. (PNP), Sprott Resource Corp. (SCP), and 49 North Resources Inc. (FNR) -61.90% compared to -78.29%. We also outperformed the index in 2014 33.3% compared to -31.4%.

3. In 2014, we created significant liquidity with the sale of Sulliden Gold to Rio Alto, allowing us to establish new investment positions with considerable upside potential.

Note: Performance is calculated as cumulative total shareholder return (including dividend reinvestment), assuming initial investment made in U.S. dollars. All periods end December 31, 2014. AAB: Aberdeen International Inc.; GDXJ: Market Vectors Junior Gold Miners ETF. Source: Bloomberg.

Strong experience for long-term value creation. We are at a critical time in our investment strategy and facing unprecedented challenges in the mining sector. Now is the time Aberdeen needs the responsible and accountable leadership with extensive mining industry expertise our current board offers. Together the current board has an impressive history of successful transactions and over 200 years of collective senior management, operations, public markets and finance experience in the mining sector, all of which are critical to running Aberdeen’s business and building long-term value for all shareholders.

Current board has an action plan to create value for all shareholders.As proud as we are of these successes we know there is more work to be done to unlock greater long-term value for all shareholders. While the current mining cycle creates significant challenges, it also creates significant opportunities for investment.

Our go-forward action plan includes the following:

1. As Aberdeen has traditionally done, we intend to initiate a normal-course issuer bid to buy back shares in an effort to maximize shareholder value.

2. Implement a significant cost cutting plan through reduction of salaries, consulting agreements and other on-going overhead costs.

3. Alongside Aberdeen’s proven capital growth model, focus investment strategy on investments where Aberdeen can earn income as well as capital returns.

4. Constantly strive for best-in-class leadership and governance practices by enhancing the overall expertise, independence, and accountability of our board as evidenced by the recent appointment of Bernie Wilson as Lead Director and three new highly qualified directors: John Begeman, Maurice Colson, and the Honorable Ken Taylor.

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5. Enhance investment portfolio disclosure to facilitate investor understanding and appreciation of portfolio investments and investment strategy together with allocating resources to building market momentum.

While Aberdeen cannot control commodity prices, you, as shareholders, can and must ensure that we keep a board in place that can successfully execute the company’s strategy – your current board is the right choice. Unfortunately, while we’ve been working hard to grow long-term value for all shareholders, the dissidents have chosen to wage a costly proxy contest in an effort to execute a “cashless takeover” for the benefit of only two shareholders.

There is an attempt to take over your company without paying you a premium.We believe Ryan and his fellow dissident board nominees are unsuitable – none have any relevant mining experience. Ryan has a weak track record with other companies, and with his own fund, Meson Capital.

Ryan has openly admitted to opportunistically accumulating his fund’s position following Aberdeen’s announcement of the sale of assets to Landmark Partners. Eying the resulting cash and liquidity, we believe that Ryan’s single goal is to disrupt and alter Aberdeen’s business activities through a “cashless takeover”.

We are concerned that shareholders and the public could be misled by the dissidents’ smear campaign and various public statements that contain false allegations and half-truths. Specifically, Ryan has publicly claimed that management did not allow him to participate in Aberdeen’s recent private placement. What he neglects to mention is that he never provided a binding term sheet or commitment to finance until it was too late.

Since we don’t want you to be misled, here are a few things we believe that you should know about Ryan and his dissident board nominees:

1. Ryan and his dissident nominees are not qualified. None of the dissident board nominees have served as a director or executive of a mining company. Only one nominee has director or management experience with a Canadian public company.

2. Ryan has a dismal track record. We are concerned he will destroy shareholder value. The average total shareholder return for companies while he was a director is a dismal 4.13%. Since 2010, the relative performance of the fund Ryan oversees against the S&P 500 has been -20.1% in 2010, -24.7% in 2011, -41.4% in 2012, and -17.0% in 2013. At Lucas Energy, after seeingnegative cumulative total shareholder returns of -81.69% while the S&P 500 Index returned 61.44% over an approximately one year timeframe, Ryan was removed as chairman and eventually resigned from the board.

3. Ryan’s conduct is concerning. On several occasions, Ryan has conducted himself in a manner that is deeply concerning to Aberdeen and which Aberdeen believes questions his integrity, including engaging in a smear media campaign and making various public statements that contain false allegations or half-truths.

We are concerned that Ryan will introduce unnecessary risk into your investment. We can see how the dissidents’ “cashless takeover” scheme is good for Ryan’s and the dissidents, we just don’t see how it’s good for all shareholders.

You are being asked to make a very important decision that will impact the future of your investment. Now is not the time to allow Ryan and his inexperienced dissident nominees to dabble in the mining markets.

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The choice is clear:

Continue with the strong, experienced leadership that has delivered strong results in challenging times.

AND

DO NOT gamble with Ryan’s concerning conduct, inexperience, and opportunistic attempt to take over your company and destroy shareholder value.

Vote your BLUE proxy or Voting Instruction Form today to stop the risky “cashless takeover” and protect your investment. Your vote is important, regardless of how many shares you own.

Shareholders are urged to vote their BLUE proxy or voting instruction form in favour of Aberdeen’s current board of directors well in advance of the proxy cut-off at 11:00 a.m. on January 30th 2014 using the control number on the BLUE proxy or voting instruction form.

If you have any questions or need assistance in voting your BLUE proxy or voting instruction form, please contact Kingsdale Shareholder Services, at 1-866-851-9601 (toll-free in North America), or 416-867-2272 (collect calls accepted) outside North America or by email at [email protected].

Thank you for your continued support,

“Bernie Wilson”

Dr. Bernie WilsonLead Director Chair, Special Committee


REASONS TO VOTE FOR ABERDEEN’S NOMINEES

1. Aberdeen has successfully delivered value enhancing exposure to the junior mining sector in bull and bear markets and has continued to perform recently, despite poor market conditions.Despite this unprecedented challenging time in the mining sector of persistently low commodity prices, the Corporation is executing on its strategy to create long-term shareholder value. Most recently, Aberdeen has successfully delivered on its investment in Sulliden Gold Corporation Ltd. (“Sulliden”). Aberdeen held its investment in Sulliden for approximately six years and was instrumental in the development of Sulliden’s value in connection with the expansion of Sulliden’s resource base, the completion of a definitive feasibility study and obtaining the key permits necessary to build a new gold mine. Aberdeen sold its investment to Rio Alto Mining Limited (“Rio Alto”) in August 2014 at an optimal value and intends to redeploy the proceeds from this investment into similar undervalued mining investment projects to continue returning long-term value to Shareholders.The key to Aberdeen’s success is its seasoned and experienced management team and Board, which has extensive expertise in acquiring, restructuring and financing mining companies. In order to succeed in today’s challenging mining sector, Aberdeen is dependent on its Board’s broad network and extensive mining sector expertise to source, identify and analyze accretive transactions. To preserve and sustain this positive momentum, Aberdeen believes that it is essential and in the best long-term interests of Shareholders that the Board continue to be comprised of directors with the relevant experience and mining industry knowledge to assist management to source transactions and execute on the Corporation’s long-term plan.

In the previous mining sector bull market of 2009-2011, Aberdeen significantly outperformed the sector. Aberdeen outperformed the Market Vectors Junior Gold Miners ETF, a key measure of junior mining company performance, from its creation in November 2009 to its most recent peak in April 2011 by 67%. Aberdeen was able to achieve this performance through financing companies making strategic acquisitions during the global financial crisis including Crocodile Gold Corp. and Avion Gold Corporation, in addition to financing the restructuring of Sulliden. During the more recent bear market, Aberdeen has been successful at preserving Shareholder value by realizing value on some of its investments such as the sale of the gold royalties it held in Simmers and Jack Mines Ltd. and First Uranium Corporation to Premier Royalty Corp., and the more recent sale of Sulliden to Rio Alto.

Aberdeen has worked hard to deliver in today’s challenging mining environment and has outperformed the Market Vectors Junior Gold Miners ETF, and an index of its peer companies, including Pinetree Capital Ltd., 49 North Resources Inc. and Sprott Resource Corp., both over a five-year period and a one-year period.

The following table presents the Corporation’s performance against the Market Vectors Junior Gold Miners ETF from January 1, 2010 to December 31, 2014(1).

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Aberdeen vs. Market Vectors Junior Gold Miners ETF from 2010-2014

Note:(1) Performance is calculated as cumulative total shareholder returns assuming dividend reinvestment after conversion to U.S.Dollars.


Aberdeen vs. Market Vectors Junior Gold Miners ETF in 2014

Note:(1) Performance is calculated as cumulative total shareholder returns assuming dividend reinvestment after conversion to U.S. Dollars.

The following table presents the Corporation’s performance against its peer companies from January 1, 2010 to December 31, 2014(1).

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Aberdeen vs. Index of Peer Companies from 2010-2014

Note:(1) Performance is calculated based on Canadian Dollars and using dividend adjusted closing prices.


Aberdeen vs. Index of Peer Companies in 2014


In addition, Aberdeen has been able to leverage its relationship with Forbes & Manhattan Inc., whose investment model complements Aberdeen’s and combines industry leading expertise, exceptional capital markets access and the strongest deal flow for resource assets to produce consistently strong

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returns. Its track record shows that by bringing deep, hands-on expertise in geology and mining engineering, capital markets expertise, and by providing companies with economies of scale, Forbes & Manhattan Inc. enables the development of assets that might not have been developed as a stand-alone company with traditional management structures.

2. Aberdeen has a strong, independent and experienced Board and is continuing to enhance itscorporate governance. Aberdeen is fully committed to best-in-class corporate governance. The Board is currently comprised of seven highly qualified directors, more than half of whom are independent of the Corporation. Additionally, Aberdeen’s Board has a history of successful mining transactions, including the sales of: Consolidated Thompson Iron Mines Ltd. to Cliffs Natural Resources Inc. for approximately $4.9 billion in cash; Desert Sun Mining Corp. to Yamana Gold Inc. for approximately $575 million in shares; Central Sun Mining Inc. to B2Gold Corp. for $67 million in shares; Avion Gold Corporation to Endeavour Mining Corporation for approximately $389 million in shares and the successful realization on Aberdeen’s investments in Simmers and Jack Mines Ltd., Belo Sun Mining Corp., and several other investments including Sulliden, as discussed in this Circular. Further, Aberdeen’s Board has over 200 years of collective senior management, operations, public markets and finance experience in the mining sector, all of which are critical to running Aberdeen’s business and building long-term value for Shareholders.

In connection with Aberdeen’s corporate governance enhancement initiatives, the Corporationappointed three new independent directors effective as of January 1, 2015 and appointed Bernie Wilson as Lead Director. Mr. Wilson is widely regarded for his corporate governance expertise. He established the Institute of Corporate Directors (“ICD”) Corporate Governance College in partnership with the Rotman School of Management in order to raise the governance standards in Canada, and to help develop higher performing Boards. Mr. Wilson was also the Chairman of Canada’s largest business organization, the Canadian Chamber of Commerce, and continues as Governor of that organization. Further he is also Chairman of the International Chamber of Commerce – Canada and Chairman of the Ontario Business Advisory Council, an organization of one hundred CEOs and Presidents. In 2009, Mr. Wilson was awarded the very first ICD Governance Award by his peers in recognition of his demonstrated superior effort and commitment to advancing Corporate Governance in Canada consistent with the goals of the ICD.

The new additions to the Board are three highly qualified, experienced and independent directors: John Begeman, Maurice Colson, and Ken Taylor, whose strong qualifications complement the Board’s composition. John Begeman is a Professional Mining Engineer and was the Chief Executive Officer and President of Avion Gold Corporation from 2008 to 2012 when it was sold to Endeavour Mining Corporation for approximately $389 million in shares. Prior to Avion Gold Corporation, Mr. Begeman served as Vice President, Western Operations for Goldcorp Inc. Maurice Colson has worked in the investment industry for more than 35 years where he has provided strategic counsel and assistance with financing to emerging private and public companies in Canada and to Canadian companies operating internationally. He sits on the board of directors of several Toronto Stock Exchange and TSX Venture Exchange listed companies and was the President and Chief Executive Officer of Lithium One Inc. from 2007 to 2008. Ken Taylor is the former Canadian Ambassador to Iran who is best known for his role in the 1979 covert operation that helped save the lives of six American hostages during the Iran Crisis. He has worked extensively in the private and public sectors, providing counselling services to clients on issues of political risk, international marketing and strategic accommodation with government. He has held executive positions and served as a board member for a range of companies in Canada, the United States and Mexico.

Aberdeen’s Nominees, which comprise the current Board, collectively bring deep experience in the mining sector, financial expertise, investor perspective, corporate governance expertise, Canadian public company experience and leadership skills, together with a range of other skills, (See “Information Concerning the Aberdeen Board – Aberdeen’s Nominees” and “About the Board of Directors” for more details on Aberdeen’s Nominees) in contrast to Mr. Morris and the Dissidents’ Nominees, whom Aberdeen believes do not have the necessary experience to lead the Corporation, including a lack of experience in management positions or as directors of other mining companies

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and very limited Canadian public company experience (see “Reasons to Reject the Dissidents’ Nominees”).

3. Aberdeen is successfully executing on a focused strategy to create long-term shareholder value. Aberdeen has a long-term strategy to create shareholder value through disciplined sourcing, analysis and investment in quality undervalued resource assets in mining friendly jurisdictions. Despite the challenging market conditions, Aberdeen has successfully executed on a number of major initiatives including most recently successfully delivering on its investment in Sulliden as discussed in this Circular. Aberdeen has a clear strategy to take advantage of opportunities in the mining sector where it has significant expertise and a competitive advantage, as evidenced by the Corporation’s most recent investment in African Thunder Platinum Ltd. (“ATP”), a private company with an interest in advanced stage platinum property interests located in South Africa. Aberdeen anticipates being able to take advantage of the recently built infrastructure at the Smokey Hills mine with financing in place to attain commercial production, which will provide ATP with the foundation needed to grow into a low cost platinum producer. In addition, Aberdeen anticipates additional resource potential from the Kalplats property and longer term growth potential for ATP as a result. Both platinum and palladium, the co-products of the Smokey Hills mine are in supply deficits with strong longer term demand fundamentals. The Corporation anticipates that the restart of the Smokey Hills mine and processing will occur within the first quarter of 2015. The Board and management believe that Aberdeen’s Shareholders will be best served by the continued and uninterrupted execution of this strategy, guided by an experienced Board that is committed to the best long-term interests of all of our Shareholders. While Aberdeen cannot control commodity prices, Shareholderscan and must ensure that we keep a Board in place that can execute the Corporation’s strategy of investing in quality assets in mining friendly jurisdictions. Long-term interests of all Shareholders will be best served by permitting the Board and management to continue their work of creating shareholder value.

4. Aberdeen’s action plan to further enhance shareholder value. In addition to its investment strategy, which is designed to take advantage of investment opportunities in undervalued miningassets and create long-term value for all Shareholders, Aberdeen is also undertaking a number of additional initiatives to enhance per Share value as follows:

(a) As Aberdeen has traditionally done, Aberdeen intends to initiate a normal course issuer bid (“NCIB”) to buy back Shares in an effort to maximize Shareholder value. While Aberdeen was intending to announce the NCIB in January 2015, in light of the Meeting the Corporation has deferred this initiative to February 2015, following completion of the Meeting to allow Shareholders that may want to take advantage of the NCIB the opportunity to vote at the Meeting. Aberdeen’s management is committed to providing the resources necessary over the coming year to retire such Shares.

(b) Over the past six months Aberdeen has conducted a thorough review of its general and administrative expenses and is working diligently to implement a significant cost cutting planthrough: reduction of salaries, consulting agreements and other on-going overhead costs.

(c) Aberdeen will seek to take advantage of market opportunities to make investments where it can also earn income such as interest income, royalties and/or management fees, alongside its proven capital growth model. Aberdeen believes that its investment model of providing early stage financing, together with current market conditions and its Board’s experience and connections in the mining sector provide it with a unique position to take advantage of such opportunities.

(d) Aberdeen is committed to best-in-class corporate governance and in that regard has recently undertaken a corporate governance review. The Corporation recently strengthened its Board by appointing three new independent directors who have no affiliation with the Corporation’s portfolio companies and appointed Bernie Wilson as independent Lead Director. Aberdeen will be continuing to undertake a number of governance enhancing initiatives as a result of such review, including, formally establishing an Investment Committee of the Board, which will consist of a

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majority of independent directors. As part of its mandate, the Investment Committee will reviewsignificant investments and review potential conflicts.

(e) Aberdeen will also enhance its investment portfolio disclosure to facilitate investor understanding and appreciation of its portfolio investments and investment strategy together with allocating resources to building market momentum. Aberdeen is committed to providing enhanced disclosure of significant investments, including in terms of scope and frequency as well as Aberdeen’s reasoning and analysis for making the investment. Additionally, Aberdeen is working towards adopting a policy of a periodic valuation of its private company investments in an effort to more efficiently assist Shareholders in understanding Aberdeen’s investment strategy. Further, resources will also be allocated to further educate investors on Aberdeen’s model and build market momentum, for the benefit of all Shareholders.

(f) Aberdeen’s Board has formed a special committee (the “Special Committee”) to consider and respond to all matters related to the dissident shareholder campaign commenced by Meson Capital Partners LLC (“Meson Capital Partners”) and Nightscape Capital (UK) LLP(“Nightscape” and together with Meson Capital Partners, the “Dissidents”). The Special Committee is comprised of three independent directors, being Messrs. Bernard Wilson (Chair), John Begeman and Ken Taylor.

REASONS TO REJECT THE DISSIDENTS’ NOMINEES

Based on share certificates provided to the Corporation, the Dissidents hold approximately 5.1% of Aberdeen’s outstanding common shares, although they purport to hold approximately 9%. On December 16, 2014, the Dissidents requisitioned a meeting of the Shareholders (the “Requisitioned Meeting”) to remove from office the current board of directors of Aberdeen (“Aberdeen’s Nominees”) and to replacethem with the Dissidents’ director nominees (the “Dissidents’ Nominees”). Despite having only an approximately 5.1% voting position (or purported 9% voting position), the Dissidents are seeking complete control over your Board.

Aberdeen believes that unsuccessful investment strategies have left Meson Capital Partners with a limited ability to raise investor funds and with a motivation to instead raid public companies that it perceives to be cash rich. The Corporation believes that Meson Capital Partners and Nightscape are acting in an opportunistic manner and intend to do just that with Aberdeen and seize the value that rightly belongs to our Shareholders without paying anything.

Aberdeen understands that Meson Capital Partners just recently acquired the majority of its Shares and yet has engaged, along with Nightscape, in what we believe to be a strategy to destroy shareholder value for their own benefit as evidenced by the Dissidents’ launch of a proxy fight that is not only costly and distracting but that also advances their own agenda rather than for the best interests of the majority of Aberdeen’s Shareholders. Moreover, and despite that the Dissidents’ Nominees appear to have no experience in mining, very limited experience with Canadian public companies and a poor track record of shareholder returns, have engaged in conduct that is concerning to the Corporation and have notpresented any plan for Aberdeen, they are seeking control of your entire Board.

Aberdeen urges Shareholders to consider the following reasons to vote FOR Aberdeen’s Nominees and to WITHHOLD from voting for the Dissidents’ Nominees:

1. The qualifications of the Dissidents’ Nominees fall significantly short of the qualifications of Aberdeen’s Nominees. The Dissidents’ Nominees are: Ken Daraie, Andrew Green, Michael Kahan, Joseph Lee Grant Matheson, Akbar Mohamed, Ryan Morris and Mark Piotrowski. It appears thatnone of the Dissidents’ Nominees have served as a director or executive of a mining company and only one of the Dissidents’ Nominees has any director or management experience with a Canadian public company. Further, Aberdeen is concerned that Ryan Morris, who has also appointed himself as one of the Dissidents’ Nominees, has acted opportunistically and destroyed shareholder value in the past as evidenced by the poor performance of Lucas Energy Inc. while Mr. Morris was chairman

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of the board and the demonstrated underperformance of his fund controlled by Meson Capital Partners. Aberdeen’s Board is concerned that Mr. Morris, and the other members of the Dissidents’ Nominees intend to do just that with Aberdeen, and seize the value that rightly belongs to allShareholders without paying anything. To advance this goal, the Dissidents have put forward a groupof nominees with no director or executive experience with a mining company and very limited director or management experience with a Canadian public company and who we believe are not necessarily motivated to act in the best interests of all Shareholders of Aberdeen. Aberdeen believes that the Dissidents’ Nominees are not qualified to take over Aberdeen’s Board as they lack necessary expertise to do so successfully. See Schedule “B” of the Circular for the biographies provided to the Corporation by the Dissidents.

Shareholders are urged to consider the qualifications of the Dissidents’ Nominees against those of Aberdeen’s Nominees: John Begeman, Stan Bharti, Maurice Colson, George Faught, David Stein,Ken Taylor and Bernard Wilson. Each of these directors has extensive credentials and relevant skills and experience:

• John Begeman is a Professional Mining Engineer with over 35 years of mining experience. He currently sits on the board of directors of Yamana Gold Inc. and Premier Gold Mines Limited. Mr. Begeman is the Chairman of the Sustainability Committee for Yamana Gold Inc. which oversees health, safety and environmental matters as well as performs a review of reserves and resources. In this capacity he takes an active role in ensuring closed mines are properly reclaimed in accordance with applicable governmental and industry standards. Mr. Begeman is also a member of the Audit Committee of Yamana Gold Inc. In his position with Premier Gold Mines Limited, Mr. Begeman acts as the Lead Director and sits on the Audit Committee. He has previously served as the President and Chief Executive Officer of Avion Gold Corporation from 2008 to 2012, as the Chief Operating Officer of Zinifex Canada Inc. from 2006 to 2008 and as Vice President, Western Operations of Goldcorp Inc. (“Goldcorp”) from 2000 to 2006. In his capacity for Goldcorp, he was responsible for its surface gold operations in South Dakota and the Industrial Minerals Division in Saskatchewan. Previous to his employment at Goldcorp, Mr. Begeman held various engineering and management positions with Morrison Knudsen Company in the contract mining operations group throughout the Western United States. Mr. Begeman holds a B.Sc. in Mining Engineering, a Masters of Science in Engineering Management and a Masters of Business Administration degree.

• Stan Bharti has over 30 years of experience in operations, public markets and finance. Over the last fifteen years Mr. Bharti has been involved in acquiring, restructuring and financing resource companies. He is a Professional Mining Engineer and holds a Masters Degree in Engineering from Moscow, Russia and University of London, England. From 2002 to April 2006, Mr. Bharti was a director and past President of Desert Sun Mining Corp. (which was acquired by Yamana Gold Inc. in 2006) and from 2005 to 2011 was a director and consultant to Consolidated Thompson Iron Mines Limited (which was acquired by Cliffs Natural Resources Inc. in 2011). In addition, Mr. Bharti is a director of several public and private companies. Mr. Bharti was instrumental to the formation, creation and eventual sale of: Consolidated Thompson Iron Mines Ltd. to Cliffs Natural Resources Inc. for approximately $4.9 billion in cash; Desert Sun Mining Corp. to Yamana Gold Inc. for approximately $575 million in shares; Central Sun Mining Inc. to B2Gold Corp. for $67 million in shares; Avion Gold Corporation to Endeavour Mining Corporation for approximately $389 million in shares; and the successful realization on Aberdeen’s royalty investment in Simmers and Jack Mines Ltd. and First Uranium Corporation and its investment in Sulliden as discussed in this Circular.

• Maurice Colson has worked in the investment industry for more than 35 years and was for many years managing director for a major Canadian investment dealer in the United Kingdom. He is actively involved in providing strategic counsel and assistance with financing to emerging private and public companies in Canada and to Canadian companies operating internationally. He sits on the board of directors of several Toronto Stock Exchange and TSX Venture Exchange listed companies and in this capacity sits on various audit committees and is the former President and Chief Executive Officer of Lithium One Inc. from 2007 to 2008. Mr. Colson was the founding

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director of both Cathay Forest Products Corp. and Lithium One Inc. Mr. Colson holds a Masters of Business Administration degree from McGill University and a B.A. (Hons) in economics from Loyola University in Montreal and completed post-graduate studies in Economics at Oxford University.

• George Faught is a Chartered Professional Accountant and Chartered Accountant with over 30 years of senior management experience. From 2006 to 2012, Mr. Faught was the Chief Executive Officer of the Corporation. He has served as the Chief Financial Officer of publicly traded companies in the natural resources, financial services and pharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and from 1999 to 2005 served as the Chief Financial Officer for North American Palladium Ltd., a mid-tier platinum group metal producer. Prior to that, he served as Chief Financial Officer for Hudson Bay Mining & Smelting Co. Ltd., an integrated base metals producer, and William Resources Inc., an international gold producer. He also serves as a director of Crocodile Gold Corp and Marathon Gold Corporation.

• David Stein has been President and Chief Executive Officer of Aberdeen since 2012, and from 2009-2012 was President and Chief Operating Officer of the Corporation. During the past five years, Mr. Stein has managed the Aberdeen investment portfolio and overseen all major transactions including the successful sale of the Simmer and Jack Mines Ltd. and First Uranium Corporation gold royalties to Premier Royalties Corporation, and profitable exits from Sulliden, Belo Sun Mining Inc., Avion Gold Corporation and Alderon Iron Ore Corporation. Recently, Mr. Stein led the African Thunder Platinum transaction to acquire advanced staged platinum assets in South Africa. He was previously a mining equities analyst, director and member of the Executive Committee with Cormark Securities Inc. (“Cormark”). Mr. Stein joined Cormark’s predecessor Sprott Securities Inc. in 2001 and was a publishing analyst for nine years. Mr. Stein holds a Master of Science degree (Economic Geology) and Bachelor of Applied Science (Geological Engineering) from Queen’s University, and is a Chartered Financial Analyst charter holder. Mr. Stein was instrumental to the successful realization on Aberdeen’s investments in Simmers and Jack Mines Ltd. and Sulliden as discussed in this Circular.

• Ken Taylor O.C., is a diplomat and businessman from Calgary, Alberta. He is a former Canadian Ambassador to Iran who is best known for his role in the 1979 covert operation that helped save the lives of six American hostages during the Iran Crisis. After returning from Iran, Mr. Taylor was appointed Canadian Consul-General to New York City. From 1959 to 1984, Mr. Taylor served in the Canadian Foreign Service where he was involved in trade development responsibilities. Since his resignation from the Canadian Foreign Service in 1984, he has worked extensively in the private and public sectors, providing counselling services to clients on issues of political risk, international marketing and strategic accommodation with government. He has held executive positions and served as a board member for a range of companies in Canada, the United States and Mexico. Mr. Taylor is the recipient of the Congressional Gold Medal, the highest honor the United States Congress can bestow. In addition, Mr. Taylor holds Honorary Doctorate degrees from Laurentian University, Dominican College of Blauvelt, State University of New York, St. Francis Xavier University, St. Lawrence University, and Victoria College at the University of Toronto. Mr. Taylor earned a B.A. from Victoria College at the University of Toronto and a Masters of Business Administration degree from the University of California, Berkeley.

• Bernard R. Wilson, FCPA, FCA, ICD.D, LLD(H) is a senior financial professional. He is the former Vice-Chairman of PriceWaterhouseCoopers LLP. Further, Mr. Wilson is the Chairman of the Founders Board of the Institute of Corporate Directors (the “ICD”), which is regarded as the definitive ‘go-to’ resource for Canada’s directors and boards through its programs that are designed to enhance directorship excellence and enlighten directors to anticipate, influence, and meet boardroom challenges. Mr. Wilson was also the Chairman of Canada’s largest business organization, the Canadian Chamber of Commerce, and continues as Governor of that organization. Further he is also Chairman of the International Chamber of Commerce – Canada and Chairman of the Ontario Business Advisory Council, an organization of one hundred CEOs

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and Presidents and he is a Member of the Canada/US Trade Committee. In 2009, Mr. Wilson was awarded the very first ICD Governance Award by his peers in recognition of his demonstrated superior effort and commitment to advancing Corporate Governance in Canada consistent with the goals of the ICD. Mr. Wilson also sat on the Board of Directors of the Greater Toronto Airport Authority (the “GTAA”) and was involved with the expansion project of the GTAA, including the development of Terminal 1. In 1992, Mr. Wilson was the court appointed Official Court Administrator of the $18.5 billion debt of the Olympia & York restructuring, including all their global assets and Canary Wharf. In this role, Mr. Wilson worked extensively every day for years with the various business and legal teams, successfully mediating and managing the division of assets in that matter. Mr. Wilson was also the lead director to Consolidated Thompson Iron Mines Ltd. when it completed its approximately $4.9 billion sale to Cliffs Natural Resources Inc. Mr. Wilson is currently a director of a number of other public Canadian companies.

2. Certain of the Dissidents’ Nominees have a dismal track record of shareholder returns. Ryan Morris, a 30 year old, and the key person behind one of the Dissidents, has also named himself as one of the Dissidents’ Nominees to the Board. Aberdeen is concerned that Mr. Morris lacks relevant experience, has a dismal track record of running Meson Capital Partners and demonstratedunderperformance in trying to run other public companies, which the Corporation is concerned will repeat itself at Aberdeen if he is elected to the Board. Key examples include:

• Dismal performance of Meson Capital Partners compared to the S&P 500 since 2010. Mr. Morris began his initial $50,000 investment fund on February 24, 2009; just days before the ultimate turning point in the financial markets, that took place on March 9, 2009. After the turning point in the market, dozens of companies rebounded by five, ten and twenty-fold from their depressed March 2009 stock prices. However, as shown in the graph below, since 2010, the relative performance of Meson Capital Partners, which Mr. Morris runs, against the S&P 500 has been: -20.1% in 2010, -24.7% in 2011, -41.4% in 2012, and -17.0% in 2013, and a cumulative underperformance against the S&P 500 from January 1, 2010 to September 30, 2014 of -110.5%(the “Meson Performance Gap”). The S&P 500 index has a diverse constituency and is one of the most commonly followed equity indices. It is considered by many to be one of the best representations of the U.S. stock market, and a bellwether for the U.S. economy.

Meson Capital Partners vs. S&P 500 Index from 2010-2014(1)

Note:(1) The statistics for Meson Capital Partners were derived from Meson Capital Partners’ investment letters, which are publicly available online. The results in the table above assume that $100 was invested on January 1, 2010.

0

20

40

60

80

100

120

140

160

180

200

1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014

S&P 500 Index

Meson Capital


30/09/2014

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• Replicating Mr. Morris’ failure at Lucas Energy Inc. In 2012, Mr. Morris became chairman of the board of Lucas Energy Inc. after acquiring a significant shareholding position. During his term as chairman, the company suffered negative cumulative total shareholder returns of -81.69% as compared to the S&P 500 return of 61.44% over an approximately one year timeframe. Following such demonstrated underperformance, Mr. Morris was removed as chairman and eventually resigned from the board.

3. Ryan Morris has engaged in concerning conduct that has led Aberdeen to question hisintegrity. Aberdeen’s Board believes that Mr. Morris’ concerning record of prior conduct would introduce undue risk to Aberdeen. Key examples include:

• On several occasions, Mr. Morris has conducted himself in a manner that is deeply concerning to Aberdeen and which Aberdeen believes questions his integrity, including by engaging in what Aberdeen believes to be a smear media campaign and making various public statements thatcontain false allegations or half-truths. Examples of this behavior include:

o Disseminating false information in his November 18, 2014 press release, including claiming that he had sent a term sheet to the Corporation on three occasions, when in fact no term sheet was provided to the Corporation until November 20, 2014, after the Corporation had publicly responded to Mr. Morris’ false allegations;

o Back-dating the term sheet in connection with the Private Placement, following making false allegations with respect to the existence of the term sheet in his November 18, 2014 press release;

o Providing false or misleading information to the media;

o Filing a complaint with the Ontario Securities Commission and disclosing the particulars of such complaint to the national news media without providing the Corporation with a copy of the complaint or an opportunity to respond.

For further details of Mr. Morris’ concerning conduct see “Business of the Meeting – Background”.

4. The Dissidents have failed to present any alternative to Aberdeen’s current strategic plan but insist on waging a costly proxy contest. Despite Aberdeen’s commitment to enhance its corporate governance practices as disclosed in the Corporation’s press release dated December 10, 2014 and implementing changes that will strengthen the overall independence and accountability of the Board to Shareholders, the Dissidents have waged a costly and distracting proxy contest to advance their own agenda rather than for the best interests of the majority of Aberdeen’s Shareholders and have failed to articulate any ideas to increase Aberdeen’s value. If the Dissidents’ plan is a quick “fire sale” of the assets, Shareholders should be aware that there will be substantial costs incurred in connection with such a fire sale, including a devaluation of Aberdeen’s assets as a result of the need to liquidate a large amount of stock. The Board believes Shareholders should consider the Dissidents’Nominees’ lack of relevant qualifications, poor track record of shareholder returns and record of concerning conduct as discussed in this Circular, and measure them against the expertise of Aberdeen’s Nominees and the Corporation’s investment strategy under the current Board, which is designed to take advantage of investment opportunities in undervalued mining assets and create long-term value for all Shareholders.

Vote only the BLUE proxy to protect your interests.

Aberdeen has positive momentum and a focused strategy to create significant and sustainable shareholder value. Through a challenging period of persistently low commodity prices, Aberdeen has successfully executed on a number of accretive transactions to provide long-term value for Shareholders.The Board and management believe Shareholders will best be served by the continued and uninterrupted execution of this strategy by an experienced Board.

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In our view, the Dissidents’ Nominees lack the qualifications and experience to run Aberdeen’s Board, have poor track records of shareholder returns, have engaged in concerning conduct and have not articulated any plan to increase shareholder value. As a result, we believe that, if elected, they would disrupt Aberdeen’s positive momentum.

We believe Shareholders would be best served by voting only the BLUE proxy as follows:

• FOR Aberdeen’s Nominees for election to the Board; and

• WITHHOLD from voting for the Dissidents’ Nominees for election to the Board.

VOTING BY REGISTERED SHAREHOLDERS

You are a “Registered Shareholder” if your Shares are held in your personal name and you are in possession of a share certificate that indicates the same. If you are a Registered Shareholder, you may vote in person at the Meeting, you may appoint another person to represent you as proxyholder and vote your Shares at the Meeting or may vote by internet or fax. If you do not wish to attend the Meeting or do not wish to vote in person, you may complete and return the enclosed BLUE proxy in accordance with the instructions provided therein and below. Registered Shareholders can execute their proxies by:

Completing and returning their form of proxy to:o Kingsdale Shareholder Services

130 King Street West, Suite 2930 P.O. Box 361 Toronto, Ontario, M5X 1E2

Or to Aberdeen’s transfer agent:

o TMX Equity Transfer ServicesAttention: Proxy Department200 University Avenue, Suite 300Toronto, Ontario, M5H 4H1

Internet voting at www.voteproxyonline.com (enter your 12-digit control number)By sending the completed, signed form of proxy by fax to 416-595-9593

Proxies must be received no later than 11:00 a.m. (Toronto time) on January 30, 2015, or, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of the adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

If you have any questions or need assistance completing your BLUE form of proxy or voting instruction form, please call Kingsdale Shareholder Services, toll-free at 1-866-851-9601 or collect call outside North America at 1-416-867-2272 or by e-mail at [email protected].

VOTING BY BENEFICIAL (NON-REGISTERED) SHAREHOLDERS

The majority of Shareholders are non-registered. You are a “Beneficial (Non-registered) Shareholder” if your Shares are:

• deposited with a bank, a trust, a brokerage firm or other type of institution, and such Shares have been transferred out of your name; or

• held either (a) in the name of the Intermediary that the Shareholder deals with (being securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs

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and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) with which your Intermediary deals.

If you are a Beneficial (Non-registered) Shareholder, you may vote in person, by proxy or by internet only by following the procedures outlined below.

To Vote by Proxy

Generally, you will either:

(a) be given a proxy supplied to you by your Intermediary that is similar to the BLUE proxy provided to Registered Shareholders. However its purpose is limited to instructing your Intermediary on how to vote on your behalf. You should carefully follow the instructions provided to you by your Intermediary for voting your Shares; or

(b) be given a Voting Instruction Form (“VIF”). Intermediaries now frequently delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Financial Solutions Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s BLUEproxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder), other than the persons designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Shares directly at the meeting — the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Shares voted.

Canadian Beneficial Shareholders

To Vote Online: visit www.voteproxyonline.com and enter your 12-digit control number.

United States Beneficial Shareholders

To Vote Online: visit www.proxyvote.com and enter your 16-digit control number.

To Vote in Person

If you are able to join us in person for the Meeting and wish to vote your Shares in person, you may do so by either (i) inserting your own name in the space provided on the enclosed VIF or form of proxy provided by your Intermediary; or (ii) submitting any other document in writing to your Intermediary that requests that the Beneficial (Non-registered) Shareholder or nominees thereof should be appointed as proxy. Then, follow the signing and return instructions provided by your Intermediary. If you do not properly follow the return instructions provided by your Intermediary, you may not be able to vote such Shares. Before the official start of the Meeting on February 3, 2015, please register with the representatives(s) from TMX Equity Transfer Services, which will be acting as scrutineer at the Meeting, who will be situated at a welcome table just outside the Meeting room. Once you are registered with TMX Equity Transfer Services, and, provided that the instructions you provided to your Intermediary have been forwarded by your Intermediary to TMX Equity Transfer Services, your vote will be requested and counted at the Meeting.


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If you have any questions or need assistance completing your BLUE form of proxy or VIF, please call Kingsdale Shareholder Services, toll-free at 1-866-851-9601 or collect call outside North America at 1-416-867-2272 or by e-mail at [email protected].

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the “Meeting”) of holders of the common shares (the “Shareholders”) of Aberdeen International Inc. (the “Corporation” or “Aberdeen”) will be held at the Sheraton Centre Toronto Hotel, located at 123 Queen Street, Suite 100, Toronto, Ontario M5H 2M9 in the Garden Court Room, on February 3, 2015 at 11:00 a.m. (Toronto time).

BUSINESS OF THE MEETING

At the Meeting, Shareholders will be asked to:

1. Elect Directors. Consider and elect the directors for the ensuing year; and

2. Other Business. Consider other business, if any, as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

The accompanying management information circular dated January 1, 2015 (the “Circular”) provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Special Meeting.

The board of directors (the “Board”) has fixed December 31, 2014 as the record date for the Meeting (the “Record Date”). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

Your vote is important regardless of the number of common shares of the Corporation you own. Please vote today using only the BLUE proxy.

All proxies must be received by 11:00 a.m. (Toronto time) on January 30, 2015 and, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of an adjourned or postponed Meeting.

Late proxies may be accepted or rejected by the Chair of the Meeting at his discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

If you have any questions or need assistance to vote, please contact the Corporation’s proxy solicitation agent, Kingsdale Shareholder Services by telephone at 1-866-851-9601 or collect call outside North America at 1-416-867-2272 or by email at [email protected].

Shareholders are invited to attend the Meeting. There will be an opportunity to ask questions and meet management, the Board and fellow Shareholders. After the Meeting, management will report on the Corporation’s activities.

DATED at Toronto, Ontario, this 1st day of January, 2015.

By Order of the Board of Directors

“Bernie Wilson”

Bernie WilsonLead Director

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MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

The information contained in this management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by management and the directors (the “Board”) of Aberdeen International Inc. (“Aberdeen” or the “Corporation”) from registered holders of common shares of the Corporation (the “Shares”) (and of voting instructions in the case of non-registered holders of Shares) to be used at the special meeting of shareholders (the “Shareholders”) of the Corporation (the “Meeting”) to be held on February 3, 2015 at 11:00 a.m. (Toronto time) at the Sheraton Centre Toronto Hotel, located at 123 Queen Street, Suite 100, Toronto, Ontario M5H 2M9 in the Garden Court Room, and at all adjournments or postponements of the Meeting, for the purposes set forth in the accompanying Notice of Special Meeting of the Shareholders (the “Notice of Meeting”).

The information contained in this Circular is given as at January 1, 2015, except where otherwise noted.

The solicitation of proxies will be primarily by mail; however proxies may be solicited personally, by telephone or other electronic means by officers and regular employees of Aberdeen (for no additional compensation). Aberdeen has engaged Kingsdale Shareholder Services (“Kingsdale”) as proxy solicitation agent and will pay fees of approximately $50,000 to Kingsdale for proxy solicitation services in addition to certain out-of-pocket expenses. Aberdeen may also reimburse brokers and other Shareholders holding Shares in their name or in the name of Intermediaries (as defined below) for their costs incurred in sending proxy material to their principals in order to obtain their proxies.

If you have any questions you may contact Kingsdale at the number listed on the back cover of this Circular.

MATTERS TO BE VOTED ON

The Meeting constitutes both the Corporation’s special meeting of Shareholders and the special meeting of Shareholders requisitioned by Meson Capital L.P., by its manager, Meson Capital Partners, LLC(“Meson Capital Partners”), and Nightscape Global Value Master Fund, by its manager, Nightscape Capital (UK) LLP (“Nightscape” and together with Meson Capital Partners, the “Dissidents”).

On December 16, 2014, the Corporation received a requisition for a special meeting of Shareholders by the Dissidents, which then according to the share certificates that they produced, collectively owned5,002,500 Shares representing 5.1% of the issued and outstanding Shares. The Dissidents requisitioned a meeting of Shareholders pursuant to subsection 105(1) of the Business Corporations Act (Ontario) for the purpose of removing and replacing Aberdeen’s current directors (“Aberdeen’s Nominees”), and replacing them with the Dissidents’ nominees (the “Dissidents’ Nominees”) as described in this Circular.

The special business to be considered at the Meeting is as follows:

1. Elect Directors. Consider and elect the directors for the ensuing year; and

2. Other Business. Consider other business, if any, as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

RECOMMENDATION TO SHAREHOLDERS

As described below, your Board recommends that you vote as follows:



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ABERDEEN MANAGEMENT INFORMATION CIRCULAR — QUESTIONS AND ANSWERS

Q: What am I being asked to vote on?

A: The Meeting is being held to consider the election of directors to Aberdeen’s Board and to consider the Dissidents’ Nominees. The Dissidents are seeking to replace all of the seven current Board members.

Q: What does the Board recommend?

A: Aberdeen’s Board unanimously recommends that Shareholders use ONLY the BLUE proxy to vote as follows:



Please read the section entitled ‘‘Business of the Meeting — Reasons for the Board’s Recommendations” starting on page 31 of this Circular for more information.

Q: Who are the Dissidents?

A: The Dissidents are Meson Capital L.P., by its manager Meson Capital Partners, and Nightscape Global Value Master Fund, by its manager Nightscape. The Dissidents have provided evidence to the Corporation that they control 5.1% of the issued and outstanding Shares, although they purport to hold approximately 9%. Aberdeen understands that Meson Capital Partners just recently acquired the majority of its Shares. The Dissidents subsequently delivered a requisition for a Shareholders’ meeting to the Corporation to replace the Board with the Dissidents’ Nominees. For more information on the Dissidents, see “Reasons to Reject the Dissidents’ Nominees”.

Q: What is this proxy contest about?

A: The Dissidents are seeking to gain complete control over your Board by removing the current Board and having the Dissidents’ Nominees elected to the Board.

The Dissidents’ Nominees fall significantly short of the qualifications of Aberdeen’s Nominees as they appear to have no experience in mining, very limited experience with Canadian public companies, a poor track record of shareholder returns, and a concerning record of conduct. Moreover, the Dissidents have not articulated any plan for Aberdeen.

The Board recommends Shareholders vote as follows:



Please read the section entitled “Business of the Meeting — Reasons for the Board’s Recommendations” starting on page 31 of this Circular for more information.

Q: The Dissidents control about 5% of the outstanding Shares; why not just give Mr. Morris a seat on the Board?

A: Like most companies, Aberdeen’s director nominating process includes customary background checks, interviews and other basic due diligence procedures. In addition to Mr. Morris’ demonstrated underperformance with Meson Capital Partners, evidenced by the Meson Performance Gap, on several occasions, Mr. Morris has engaged in concerning conduct that has led Aberdeen to question his integrity. Mr. Morris has engaged in a smear media campaign and has made various public statements containing half-truths or false allegations. Examples of this behavior include: (a) disseminating false information in his November 18, 2014 press release; (b) back-dating a term sheet in connection with the Private Placement (as defined below), following making false

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allegations with respect to the existence of such term sheet in his November 18, 2014 press release; (c) providing false or misleading information to the media; and (d) filing a complaint with the Ontario Securities Commission (“OSC”) and disclosing the particulars of such complaint to the national news media without providing the Corporation with a copy of the complaint or an opportunity to respond,all of which are further discussed under the section entitled “Reasons to Reject the Dissidents’Nominees”, along with other reasons as to why Mr. Morris and the other Dissidents’ Nominees are not suitable director nominees.

In connection with Aberdeen’s commitment to continuously enhance its corporate governance, the Corporation recently appointed three new highly qualified independent directors, whose skill sets complement the Board’s composition. Given the nature of the Corporation’s business, together with the current economic environment, it is imperative that a substantial number of the Corporation’s directors have mining industry experience, which the Dissidents’ Nominees lack (see “Information Concerning the Aberdeen Board – Aberdeen’s Nominees” and “About the Board of Directors”) and whom the Board considers unsuitable and to fall considerably short in a myriad of respects (see “Reasons to Reject the Dissidents’ Nominees”).

Q. How can Shareholders stop the Dissidents?

A: Shareholders have the power to protect their investment by allowing the Board to move forward with its clear strategy to create Shareholder value. The Board has undertaken steps to continually improve its corporate governance, and brings a robust mix of expertise and experience across all functional disciplines in the mining industry, that are vital to Aberdeen’s success. Maintaining this disciplined path provides Aberdeen with the best opportunity to enhance value for ALLShareholders. You can support this by voting only the BLUE proxy and by voting as recommended by your Board.

Q: What if I can’t attend the Meeting in person?

A: If you cannot attend the Meeting in person please ensure that the enclosed BLUE proxy is received by either Aberdeen’s proxy solicitation agent, Kingsdale, or the Corporation’s transfer agent, TMX Equity Transfer Services, by 11:00 a.m. (Toronto time) on Friday, January 30, 2015 or no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of an adjourned or postponed Meeting to ensure that as large a representation as possible may be had at the Meeting. The BLUE proxy includes instructions as to how you may vote by mail, fax or via the internet. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

Q: Who is soliciting my proxy?

A: The Board and management of Aberdeen are soliciting the BLUE proxy for use at the Meeting. In connection with this solicitation, the Board and management of Aberdeen have provided this Circular.

Q: How will the solicitation be made?

A: The solicitation will be made primarily by mail. In addition to the solicitation of proxies by mail, officers and regular employees of the Corporation may solicit proxies personally by telephone or other electronic means but will not receive additional compensation for doing so. The Corporation has also retained Kingsdale to provide the following services in connection with the Meeting: reviewing and analyzing the Circular, liaising with proxy advisory firms, developing and implementing Shareholder communication and engagement strategies, advising with respect to the Meeting and proxy protocol, reporting and reviewing the tabulation of Shareholder proxies, and the soliciting of Shareholder proxies including contacting Shareholders by telephone. The total cost of the solicitation of proxies will be borne by the Corporation. Kingsdale’s proxy solicitation fees are approximately $50,000. Aberdeen may also reimburse brokers or other persons holding Shares in their name or in the name of the Intermediaries for costs incurred in sending proxy materials to their

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principals or beneficial holders in order to obtain their proxies or voting instructions.

Shareholders can contact Kingsdale either by mail at Kingsdale Shareholder Services, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, by toll-free telephone in North America at 1-866-851-9601 or collect call outside North America at 1-416-867-2272, or by e-mail at [email protected].

Q: What documents have been sent to Shareholders?

A: In addition to the Circular, Shareholders have been sent a letter to Shareholders and a BLUE proxy or voting instruction form (“VIF”). Copies of these documents (other than the VIF) are available from Aberdeen’s profile at www.sedar.com and on Aberdeen’s website at www.aberdeeninternational.ca.

Q: How do I submit my BLUE proxy?

A: In order to be valid and acted upon at the Meeting, your BLUE proxy must be received no later than 11:00 a.m. (Toronto time) on Friday, January 30, 2015 or no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of an adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

Q: How many Shares are eligible to vote?

A: The number of Shares outstanding at the close of business on December 31, 2014 (the “Record Date”) (as set forth in the accompanying Notice of Meeting) will be equal to the number of eligible votes. On the Record Date, the Corporation had 97,349,422 Shares outstanding.

Q: What is the quorum for the Meeting?

A: A quorum for the transaction of business at the Meeting will consist of two or more persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy or proxyholder for an absent Shareholder so entitled, holding or representing in the aggregate not less than 10% of the Shares enjoying voting rights at the Meeting.

Q: Are there any Shareholders who hold more than 10% of the Shares?

A: To the knowledge of the directors and officers of the Corporation, no person or company beneficially owns or exercises direction or control over, directly or indirectly, more than 10% of the Shares.

Q: Who will count the votes?

A: Votes will be tabulated by TMX Equity Transfer Services, the Corporation’s transfer agent.

Q: How do I vote?

A: If you held Shares at the close of business on Wednesday, December 31, 2014, you are eligible to vote your Shares in respect of the matters to be acted on (as noted in the accompanying Notice of Meeting) at the Meeting.

Each Share is entitled to one vote. If your Shares are held in the name of a bank, intermediary or broker (an “Intermediary”), please see the instructions below under the heading “Appointment of Proxies and Voting Instructions — Beneficial (Non-registered) Shareholders” on page 43 of this Circular.

Q: How do I determine what type of Shareholder I am?

A: There are several steps you must take in order to vote your Shares at the Meeting. For the purpose of voting at the Meeting, you must first determine what type of Shareholder you are: a Registered Shareholder or a Beneficial (Non-registered) Shareholder.

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Registered Shareholder. You are a “Registered Shareholder” if your Shares are held in your personal name and you are in possession of a share certificate that indicates the same.

Beneficial (Non-registered) Shareholder. A majority of Shareholders are non-registered. You are a “Beneficial (Non-registered) Shareholder” if your Shares are:


• held either (a) in the name of the Intermediary that the Shareholder deals with (being securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDSClearing and Depository Services Inc.) with which your Intermediary deals.

Follow the steps in the appropriate category below once you have determined your Shareholder type. Please note that only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

Q: How can a Beneficial (Non-registered) Shareholder vote?

A: If you are a Beneficial (Non-registered) Shareholder, you may vote in person, by proxy or by internetonly by following the procedures outlined below.

To Vote by Proxy



(b) be given a VIF. Intermediaries now frequently delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Financial Solutions Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s BLUE proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder), other than the persons designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Shares directly at the meeting — the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Shares voted.





To Vote in Person

If you are able to join us in person for the Meeting and wish to vote your Shares in person, you may do so by either (i) inserting your own name in the space provided on the enclosed VIF or form of

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proxy provided by your Intermediary; or (ii) submitting any other document in writing to your Intermediary that requests that the Beneficial (Non-registered) Shareholder or nominees thereof should be appointed as proxy. Then, follow the signing and return instructions provided by your Intermediary. If you do not properly follow the return instructions provided by your Intermediary, you may not be able to vote such Shares. Before the official start of the Meeting on February 3, 2015, please register with the representatives(s) from TMX Equity Transfer Services, which will be acting as scrutineer at the Meeting, who will be situated at a welcome table just outside the Meeting room. Once you are registered with TMX Equity Transfer Services, and, provided the instructions you provided to your Intermediary have been forwarded by your Intermediary TMX Equity Transfer Services, your vote will be requested and counted at the Meeting.

Proxies or VIFs must be received no later than 11:00 a.m. (Toronto time) on January 30, 2015, or, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of the adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

If you have any questions or need assistance completing your BLUE form of proxy or voting instruction form, please call Kingsdale Shareholder Services, toll-free at 1-866-851-9601 or collect call outside North America at 1-416-867-2272 or by e-mail at [email protected].

Q: How can a Registered Shareholder vote?

A: If you are a Registered Shareholder, you may vote in person, by proxy or by internet or fax. If you wish to vote by internet, please see the BLUE proxy for details on protocol.

To Vote by Proxy

To Vote By Mail: by completing, signing, dating and returning the enclosed BLUE proxy to the Corporation’s proxy solicitation agent:

Kingsdale Shareholder ServicesThe Exchange Tower

130 King Street West, Suite 2950 P.O. Box 361

Toronto, Ontario M5X 1E2

or to the Corporation’s transfer agent:

TMX Equity Transfer ServicesAttention: Proxy Department

200 University Avenue, Suite 300Toronto ON M5H 4H1

To Vote Online: by using the 12 digit control number on the BLUE proxy, online atwww.voteproxyonline.com.

To Vote By Fax: by completing, signing, dating and returning the enclosed BLUE proxy to TMX Equity Transfer Services at (416) 595-9593.


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Please note that your vote can only be counted if the person you appointed attends the Meeting and votes on your behalf and the BLUE proxy has been properly completed and executed.

To Vote in Person

If you are able to join us in person for the Meeting, and wish to vote your Shares in person, you are still encouraged to complete and return the enclosed BLUE proxy in accordance with the instructions described above.

Before the official start of the Meeting on February 3, 2015, please register with the representatives(s) from TMX Equity Transfer Services, which will be acting as scrutineer at the Meeting, who will be situated at a welcome table just outside the room in which the Meeting will be held. Once you are registered with the scrutineer, your proxy will be revoked and your vote will be requested and counted at the Meeting.

If you have any questions or need assistance completing your BLUE form of proxy, please call Kingsdale Shareholder Services, toll-free at 1-866-851-9601 or collect call outside North America at 1-416-867-2272 or by e-mail at [email protected].

Q: How do I appoint someone else to vote for me?

A: If you are not able to attend the Meeting in person, or if you wish to appoint a representative to vote on your behalf, you have the right to appoint a person or company other than the person designated in the BLUE proxy, who may or may not be a Shareholder, to represent you at the Meeting and vote on your behalf. You do this by appointing them as your proxyholder as described below.

Use the BLUE proxy or another proper form of proxy. The persons named in the accompanying BLUE proxy are officers of the Corporation and are nominees of management. You can choose to have management’s appointee vote your Shares or you may appoint a person of your choice by striking out the printed names and inserting the desired person’s name and address in the blank space provided. Complete the balance of the BLUE proxy, sign it and return it to Kingsdale or TMX Equity Transfer Services at the address indicated on the accompanying Notice of Meeting. Please note that your vote can only be counted if the person you appointed attends the Meeting and votes on your behalf and the BLUE proxy has been properly completed and executed.

You may not vote both by proxy and in person. If you have voted by proxy, you will not be able to vote your Shares in person at the Meeting, unless you revoke your proxy (see “Appointment of Proxies and Voting Instructions — Registered Shareholders — Revoking your Proxy” on page 43 of this Circular). Return your completed BLUE proxy by mail to Kingsdale or TMX Equity Transfer Services or by fax or online by following the directions on the BLUE proxy by 11:00 a.m. (Toronto time) on Friday, January 30, 2015, or, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hourspreceding the date of an adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

Q: How will my BLUE proxy be voted?

A: If either Mr. David Stein or Mr. George Faught, management’s nominees as indicated on the BLUEproxy, are appointed as your proxyholder, and you do not specify how you wish your Shares to be voted, your Shares will be voted as follows:



YOUR VOTE IS VERY IMPORTANT — SUBMIT ONLY YOUR BLUE PROXY TODAY. FOR ASSISTANCE VOTING YOUR BLUE PROXY, PLEASE CONTACT KINGSDALE SHAREHOLDER SERVICES INC. AT 1-866-851-9601 TOLL-FREE IN NORTH AMERICA, OR 1-416-867-2272

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OUTSIDE NORTH AMERICA OR BY E-MAIL AT [email protected].

Q: What if I want to revoke my proxy?

A: If you have submitted a proxy and later wish to revoke it, you can do so by re-voting your proxyonline, by fax or by completing and signing a proxy bearing a later date and sending it to Kingsdale or TMX Equity Transfer Services. Your vote must be received no later than 11:00 a.m. (Toronto time) on January 30, 2015 or, if the Meeting is adjourned or postponed, no later than 11:00 a.m.(Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of the adjourned or postponed Meeting. A later dated BLUE proxy automatically revokes any previously submitted proxy. You can also send a written statement indicating you wish to have your proxy revoked. This written statement must be received (i) by Kingsdale Shareholders Servicesat The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2 or by TMX Equity Transfer Services, 200 University Avenue, Suite 300, Toronto ON M5H 4H1, at any time up to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used; (ii) with the Chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment or postponement thereof; or (iii) in any other manner permitted by law.

Q: Who should I contact for more information or assistance in voting my Shares?

A: If you have any questions, please contact Kingsdale at 1-866-851-9601 toll-free in North America, or 1-416-867-2272 outside North America or by e-mail at [email protected].

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular may contain certain “forward-looking information” within the meaning of applicable securities law, which are prospective and reflect management’s expectations regarding Aberdeen’s future growth, results of operations, performance and business prospects and opportunities. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. All information, other than statements of historical fact, included herein, including without limitation, information regarding the Corporation’s plan of business operations; projections regarding future success based on past success; ability to identify and execute investments; investment philosophy and business purposes; potential benefits of the business are forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from Aberdeen’s expectations are disclosed in its documents filed from time to time with the applicable regulatory authorities and include, but are not limited to, risks related to investment performance, minority investments, market fluctuations, fluctuations in commodity prices, uncertainties relating to the availability and costs of financing needed in the future, the strength of the global economy and financial system, foreign exchange fluctuations, competition, political and economic risks in the countries in which the Corporation’s investment interests are located and other risks discussed in disclosure documents filed by Aberdeen with Canadian securities regulators. Reference should be made to the management discussion and analysis in Aberdeen’s annual and interim financial statements and its annual information form for the year ended January 31, 2014 and dated April 30, 2014 (the “2014 AIF”), all of which are available on SEDAR at www.sedar.com.

Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. All forward-looking information in this Circular is made as of the date of this Circular. The Corporation undertakes no obligation to update publicly or otherwise revise any

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forward-looking information whether as a result of new information, future events or other such factors that affect this information, except as required by law.

With regard to all information included herein relating to investee companies, the Corporation has relied exclusively on publicly available information disclosed by the respective companies.

BUSINESS OF THE MEETING

BACKGROUND

This Meeting was requisitioned by the Dissidents in an effort to remove and replace Aberdeen’s entire Board. Aberdeen understands that Meson Capital Partners, one of the Dissidents, acquired the majority of its holdings in Aberdeen following Aberdeen’s announcement on September 16, 2014 of a non-binding term sheet for a transaction with Landmark Equity Advisors, LLC (“Landmark”) valued at that time at approximately $29 million, subject to certain adjustments. Aberdeen believes that unsuccessful investment strategies have left Meson Capital Partners with a limited ability to raise investor funds and with a motivation to instead raid public companies that it perceives to be cash rich. The Corporation believes that Meson Capital Partners and Nightscape are acting in an opportunistic manner and intend to seize the value that rightly belongs to all Aberdeen Shareholders without paying anything.

On November 11, 2014, Aberdeen announced a private placement financing of 10,000,000 units at a price of $0.20 per unit for gross proceeds of $2,000,000 (the “Private Placement”). The units were priced at a premium to the five day volume weighted average trading price of the Corporation as of the close of business on November 10, 2014 (being $0.1907). The units were comprised of one Share and one Sharepurchase warrant, each warrant entitling the holder to acquire one Share at an exercise price of $0.30 fora five year period following the date of issue. The exercise price of the warrants was set at a 50% premium to the five day volume weighted average trading price. The proceeds from the Private Placement were used to invest in a privately held Mauritius company, African Thunder Platinum Ltd. (“ATP”), to indirectly acquire certain advanced stage platinum property interests located in South Africaand for general corporate purposes.

Ryan Morris, who runs Meson Capital Partners, has made a number of false allegations with respect to the Private Placement and during the course of the Private Placement contacted both the Toronto Stock Exchange (“TSX”) and the OSC in an unsuccessful effort to stop the Private Placement.

In a press release dated November 18, 2014, Mr. Morris falsely alleged that in connection with the Private Placement the Corporation received a term sheet with significantly superior terms from Meson Capital Partners on three occasions, when in fact no term sheet was provided to the Corporation until November 20, 2014, after the Corporation had publicly responded to Mr. Morris’ false allegations. Further the first two requests made by a broker on Mr. Morris’ behalf were to participate in the Private Placement on the exact same terms as the Corporation proposed on November 11, 2014 and not on any significantly superior terms. The following communications took place between Mr. Morris’ brokers (who at the time did not identify Meson Capital Partners) and the Corporation following announcement of the Private Placement on November 11, 2014:

! On November 12, 2014, a broker from PI Financial Corp., contacted David Stein, the President and Chief Executive Officer (“CEO”) of Aberdeen, inquiring on behalf of an institutional client who was interested in participating in the Private Placement on the exact same terms as disclosed by the Corporation on November 11, 2014. Mr. Stein responded that the Private Placement was fully subscribed but thanked the broker for his client’s interest. It is important to note that the broker did not disclose the identity of his client and did not propose any alternative or superior terms nor was any term sheet provided.

! On November 13, 2014, the same broker contacted Mr. Stein inquiring whether the Corporation would increase the size of the Private Placement in order to allow his client to participate in the

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Private Placement. However, given that the Private Placement was near the TSX regulatory 25% maximum size, Mr. Stein advised the broker that it was not possible to increase the size of the Private Placement in any substantial manner. Again, the broker did not disclose the identity of his client and did not propose any alternative or superior terms at that time nor was any term sheet provided.

! On November 13, 2014, a second broker from PI Financial Corp., contacted Mr. Stein indicating in a one sentence email that his client was prepared to offer to purchase $2,000,000 of units with a half warrant instead of a full warrant. Again, this second broker did not disclose the identity of his client or give any indication as to his client’s financial wherewithal, nor did this second broker present a binding offer or term sheet with his one sentence email proposal of the suggested terms. Given the current market conditions and the Corporation’s requirement to deploy the proceeds in the short term, Mr. Stein thanked the second broker for his client’s interest but noted that a commitment to buyers had been made on the announced terms and that the Corporation intended to proceed on that basis.

On November 14, 2014, Aberdeen announced the initial investment of $4,674,785 in ATP to indirectly acquire certain advanced stage platinum property interests located in South Africa.

On November 16, 2014, Mr. Morris emailed a letter (the “November 16th Letter”) to Mr. Stein which for the first time identified Mr. Morris and Meson Capital Partners as the investor behind the PI Financial brokers. In the November 16th Letter, Mr. Morris stated that a term sheet was received by the Corporation on November 13, 2014 for a proposed financing of $0.20 per unit comprising one Share and one-half of one warrant exercisable at $0.30 per Share. However, Aberdeen did not receive any term sheet from Mr. Morris or his broker.

Mr. Morris noted in the November 16th Letter that his offer was rejected by Mr. Stein on the basis that the Private Placement was already fully subscribed by insiders of the Corporation. However, Mr. Morris’statement is factually incorrect as only three insiders of the Corporation, being Messrs. Bharti, Faught and Stein participated in the Private Placement. The total amount subscribed for by these insiders amounted to an aggregate of $382,000 of the total $2,000,000, which represents approximately 1.96% of the issued and outstanding Shares. This level of insider participation in the Private Placement is well below the insider participation rules set out in section 607(g)(ii) of the TSX Company Manual and each insider only purchased his pro rata percentage interest in the Corporation. Aberdeen fully complied with the insider participation policies of the TSX in connection with the Private Placement and the TSX was also presented with the full list of subscribers prior to approving the Private Placement, as more fully discussed below.

On November 18, 2014, Mr. Morris emailed a letter (the “November 18th Letter”) to Mr. Stein stating that Mr. Stein had received a term sheet setting out significantly superior terms on three occasions. This statement was once again untrue, as set out above: (i) as at such date no term sheet was ever received by Aberdeen, much less on three occasions; and (ii) the PI Financial brokers that had contacted Mr. Stein never presented any term sheet, never identified their client and in fact twice inquired to participate on behalf of their client on the exact same terms as those announced by the Corporation rather than presenting any superior terms. Therefore, it is important to note that Mr. Morris was more than willing to participate in the Private Placement on the same terms as announced by the Corporation. On November 18th, Mr. Morris also issued a press release attaching his November 18th Letter which contained numerous false allegations and untrue statements. Aberdeen believes Mr. Morris fabricated these allegations and statements in an effort to mislead Shareholders and the public and to unfairly disparage Aberdeen and its Board.

On November 20, 2014, Aberdeen disseminated a press release to respond to the material inaccuracies and false allegations in the November 18th Letter disseminated by Meson Capital Partners, in particular to clarify that: (1) the Private Placement was not substantially subscribed by insiders as insiders only subscribed for approximately 19.1% of the Private Placement, equal to $382,000 and equal to their pro rata shareholding percentage; (2) the first time the Corporation was made aware of Meson Capital

29


Partners’ interest in the Private Placement was on the evening of November 16, 2014; and (3) ATP was not a related party of Aberdeen under Canadian securities laws.

Following the release of the Corporation’s press release on November 20, 2014 responding to Meson Capital Partners’ false allegations, including the fact that no term sheet was ever sent to Aberdeen, on November 20, 2014, Mr. Morris emailed Mr. Stein enclosing a term sheet that was back-dated to November 16, 2014 in connection with a financing proposal. Aberdeen responded that day acknowledging receipt of Mr. Morris’ term sheet for the first time on November 20, 2014 despite it being back-dated to November 16, 2014. Aberdeen assured Mr. Morris that Aberdeen and its Board were taking Mr. Morris’ correspondence very seriously in the interest of all Shareholders and reaffirmed that the Corporation’s press release issued that day confirmed its concern regarding the numerous material inaccuracies and false statements contained in Mr. Morris’ correspondence to Aberdeen and in Meson Capital Partners’ recent press release.

The Corporation understands that on or about November 18, 2014, Mr. Morris contacted both the TSX and the OSC to raise concerns with respect to the Private Placement. Following such date, the Corporation had a number of discussions with the TSX and the OSC and provided further information to both regulators in connection with the Private Placement, including a full list of subscribers to the Private Placement together with their proposed participation in the Private Placement. The Corporation and the TSX also had several discussions with regards to the alleged term sheet and the Corporation understands that the TSX also had discussions with Mr. Morris regarding the alleged term sheet. After conducting a thorough review of the Private Placement, including giving consideration to Mr. Morris’ concerns, the TSX approved the Private Placement to proceed on the terms, and with the subscribers,proposed by the Corporation. The OSC was also satisfied with the Private Placement, although no formal approval was required.

On November 24, 2014, Aberdeen closed the Private Placement.

On December 10, 2014, Aberdeen continued on its path to enhance its Board and implement governance best practices by announcing certain Board changes to strengthen the overall expertise, independence, and accountability of the Board to Shareholders. The renewed Board included the appointment of three highly qualified and prominent independent directors who will carry on Aberdeen’s commitment to an active, constructive, and responsive dialogue with all Shareholders. Effective January 1, 2015, Messrs. John Begeman, Maurice Colson, and Ken Taylor have been appointed to the Board, replacing Messrs. Michael Hoffman, Bruce Humphrey and Honourable Pierre Pettigrew, P.C. Mr. Bernie Wilson, who is the Chairman of the Founders Board of the Institute of Corporate Directors, was also appointed as Lead Director of Aberdeen.

On December 16, 2014, the Corporation received a requisition for certain Shareholder lists from Meson Capital Partners together with an uncertified cheque in the amount of US$1,000.

Between December 16, 2014 and December 19, 2014, Mr. Morris engaged in a deceptive media campaign that was full of half-truths, false information, and false allegations, which has led Aberdeen to question his integrity, as described below.

On December 16, 2014, the Dissidents requisitioned a meeting of Shareholders to reconstitute the Boardand sent the notice of requisition to the Corporation that afternoon, however, by 7:40 p.m. that evening the Globe & Mail published a story online, which Aberdeen has good reason to believe was provided to them by Mr. Morris, and which contained false information and outrageous allegations, which Aberdeen believes were all orchestrated to mislead Shareholders and unfairly disparage the Board. Aberdeen’s counsel immediately put the Globe & Mail on notice under the Libel and Slander Act.

Then on December 18, 2014, Mr. Morris gave an interview to the National Post which once again contained false allegations, including that the meeting was requisitioned after “unsuccessful attempts to have a constructive dialogue”. The fact is that no such attempts were made as the only attempts Mr.

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Morris and his affiliates made to communicate with the Corporation prior to such date were in connection with their attempts to get their hands on more Aberdeen Shares.

The article went on further to state that “we like to talk nicely, and we did, but it’s clear Aberdeen has no interest in changing or improving”. Once again, these were false and baseless allegations especially in light of the fact that Aberdeen was taking significant steps to continually improve its corporate governance as outlined in its December 10, 2014 press release. Aberdeen believes that this was once again a tactic used by Mr. Morris to mislead Shareholders.

On December 19, 2014, Mr. Morris contacted the Globe & Mail again, this time attacking the Private Placement on the basis of its dilutive effect and with the same allegation that he presented a term sheetto participate on less dilutive terms. What he failed to mention to the Globe & Mail is that he initially wanted to participate in the Private Placement on the exact same terms as proposed by the Corporation and, upon being advised by his broker that the Private Placement was fully subscribed, his broker even requested that the Private Placement be further increased to accommodate Mr. Morris’ request to participate on the exact same terms. Therefore, his complaints regarding the dilutive nature of the Private Placement are disingenuous as he had no concern with the dilutive nature of the Private Placement and in fact was pushing for greater dilution through the issuance of more Shares to him.

The article goes on further to state that Mr. Morris and his lawyers have filed a complaint with the OSC and are challenging “the Corporation’s definition of what constitutes an insider”. This is once again a “half truth” statement as the Corporation does not determine who is an insider, an insider is a defined term under the Securities Act (Ontario). Aberdeen believes that this statement was made to insinuate that the Corporation had some sort of discretion regarding which subscribers were considered insiders and had used such discretion inappropriately, when that is clearly not the case. Further, the Corporation had provided the list of subscribers in the Private Placement to both the TSX and the OSC, in advance of completing the Private Placement, and neither regulatory body took issue with the subscriber list.

Further, the Globe & Mail article that was published online on the evening of December 19, 2014 was the first time that the Corporation had learned of this complaint to the OSC. Mr. Morris had contacted the national news media with his complaint, without advising the Corporation of the complaint or providing it with an opportunity to respond. Following the publishing of the article, the Corporation, through its counsel, immediately contacted Mr. Morris’ counsel for a copy of the complaint. The Corporation understands that the Dissidents had filed a complaint with the OSC during the week of December 15, 2014, and that the Dissidents’ complaint was subsequently revised before being delivered to the Corporation the following week. These are just some of the examples of the actions taken by Mr. Morris, which the Corporation believes are meant to unfairly disparage the Corporation and its Board and mislead Shareholders.

The actions of Mr. Morris over the past two months are deeply concerning to Aberdeen, leading the Corporation to question his integrity. The Corporation is deeply concerned that Mr. Morris will continue to skew the facts in a manner that is beneficial to him with complete disregard to Shareholders.

Over the course of the last few weeks, the Corporation has offered to have the President and CEO and the Executive Vice-Chairman of the Corporation meet with Mr. Morris either in person or by way of telephone, however, no meeting has been scheduled as at the date of this Circular.

On December 22, 2014, the Corporation, through its counsel, advised counsel to Meson Capital Partnersthat as required by securities laws and corporate law, Meson Capital Partners must deliver reasonable funds in connection with the provision of the shareholder lists and that the funds provided to date were insufficient to even cover the minimum transfer agent fees.

On December 24, 2014, Aberdeen announced the Record Date and meeting date for the Meeting.

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On December 29, 2014, the Corporation received the reasonable funds requested by the Corporation from Meson Capital Partners’ legal counsel.

On December 31, 2014, the requested shareholders lists were delivered to Meson Capital Partners and its counsel in accordance with corporate and securities laws requirements.

On January 5, 2015, a Special Committee of the Board was formed to work with management of Aberdeen to consider, respond to and direct all matters pertaining to and arising from the dissident shareholder campaign commenced by the Dissidents, including the procedures for the Meeting. The Special Committee is comprised of three independent directors, being Messrs. Bernard Wilson (Chair), John Begeman and Ken Taylor.

On January 6, 2015, the Special Committee met to review and approve the Circular and recommended that the Board of Directors approve the Circular. Following receipt of the recommendation of the Special Committee, the Board approved the Circular and made its recommendation as set out in this Circular.

On January 6, 2015, the Dissidents commenced an application before the Ontario Superior Court of Justice (Commercial List) for certain relief relating to the Meeting including with respect to voting rights of the Shares issued in the Private Placement and the conduct of the Meeting. Aberdeen will respond to the proceeding and believes that the application by the Dissidents is tactical and without merit.

DISSIDENTS’ REQUISITION

The Dissidents’ requisition notice to the Corporation specified two items to be considered by Shareholders:

1. Removing each of the directors of Aberdeen; and

2. Electing as directors of Aberdeen each of Ken Daraie, Andrew Green, Michael Kahan, Joseph Lee Grant Matheson, Akbar Mohamed, Ryan Morris and Mark Piotrowski.

REASONS FOR THE BOARD’S RECOMMENDATIONS

Election of Directors

In electing directors, Shareholders decide what the direction of the Corporation will be. Aberdeen believes Shareholders should consider the following facts and elect Aberdeen’s Nominees as directors of the Corporation.

Reasons to Vote for Aberdeen’s Nominees

1. Aberdeen has successfully delivered value enhancing exposure to the junior mining sector in bull and bear markets and has continued to perform recently, despite poor market conditions.Despite this unprecedented challenging time in the mining sector of persistently low commodity prices, the Corporation is executing on its strategy to create long-term shareholder value. Most recently, Aberdeen has successfully delivered on its investment in Sulliden Gold Corporation Ltd. (“Sulliden”). Aberdeen held its investment in Sulliden for approximately six years and was instrumental in the development of Sulliden’s value in connection with the expansion of Sulliden’s resource base, the completion of a definitive feasibility study and obtaining the key permits necessary to build a new gold mine. Aberdeen sold its investment to Rio Alto Mining Limited (“Rio Alto”) in August 2014 at an optimal value and intends to redeploy the proceeds from this investment into similar undervalued mining investment projects to continue returning long-term value to Shareholders.The key to Aberdeen’s success is its seasoned and experienced management team and Board, which has extensive expertise in acquiring, restructuring and financing mining companies. In order to succeed in today’s challenging mining sector, Aberdeen is dependent on its Board’s broad network and extensive mining sector expertise to source, identify and analyze accretive transactions. To preserve and sustain this positive momentum, Aberdeen believes that it is essential and in the best

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long-term interests of Shareholders that the Board continue to be comprised of directors with the relevant experience and mining industry knowledge to assist management to source transactions and execute on the Corporation’s long-term plan.

In the previous mining sector bull market of 2009-2011, Aberdeen significantly outperformed the sector. Aberdeen outperformed the Market Vectors Junior Gold Miners ETF, a key measure of junior mining company performance, from its creation in November 2009 to its most recent peak in April 2011 by 67%. Aberdeen was able to achieve this performance through financing companies making strategic acquisitions during the global financial crisis including Crocodile Gold Corp. and Avion Gold Corporation, in addition to financing the restructuring of Sulliden. During the more recent bear market, Aberdeen has been successful at preserving Shareholder value by realizing value on some of its investments such as the sale of the gold royalties it held in Simmers and Jack Mines Ltd. and First Uranium Corporation to Premier Royalty Corp., and the more recent sale of Sulliden to Rio Alto.

Aberdeen has worked hard to deliver in today’s challenging mining environment and has outperformed the Market Vectors Junior Gold Miners ETF, and an index of its peer companies, including Pinetree Capital Ltd., 49 North Resources Inc. and Sprott Resource Corp., both over a five-year period and a one-year period.


Aberdeen vs. Market Vectors Junior Gold Miners ETF from 2010-2014

Note:(1) Performance is calculated as cumulative total shareholder returns assuming dividend reinvestment after conversion to U.S. Dollars.


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-50%

0%

50%

100%

150%

200%

1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015

Five-Year Performance (AAB vs. GDXJ)

GDXJ AAB Aberdeen

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Aberdeen vs. Market Vectors Junior Gold Miners ETF in 2014

Note:(1) Performance is calculated as cumulative total shareholder returns assuming dividend reinvestment after conversion to U.S.Dollars.


Aberdeen vs. Index of Peer Companies from 2010-2014



-40%

-20%

0%

20%

40%

60%

80%

100%

1/1/2014 4/1/2014 7/1/2014 10/1/2014 1/1/2015

One-Year Performance (AAB vs. GDXJ)

GDXJ AAB Aberdeen

-100%

-50%

0%

50%

100%

150%

1/1/2010 1/1/2011 1/1/2012 1/1/2013 1/1/2014 1/1/2015

Five-Year Performance (AAB vs. Index of Comparables)


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Aberdeen vs. Index of Peer Companies in 2014


In addition, Aberdeen has been able to leverage its relationship with Forbes & Manhattan Inc.(“F&M”), whose investment model complements Aberdeen’s and combines industry leading expertise, exceptional capital markets access and the strongest deal flow for resource assets to produce consistently strong returns. Its track record shows that by bringing deep, hands-on expertise in geology and mining engineering, capital markets expertise, and by providing companies with economies of scale, F&M enables the development of assets that might not have been developed as a stand-alone company with traditional management structures.

2. Aberdeen has a strong, independent and experienced Board and is continuing to enhance itscorporate governance. Aberdeen is fully committed to best-in-class corporate governance. The Board is currently comprised of seven highly qualified directors, more than half of whom are independent of the Corporation. Additionally, Aberdeen’s Board has a history of successful mining transactions, including the sales of: Consolidated Thompson Iron Mines Ltd. to Cliffs Natural Resources Inc. for approximately $4.9 billion in cash; Desert Sun Mining Corp. to Yamana Gold Inc. for approximately $575 million in shares; Central Sun Mining Inc. to B2Gold Corp. for $67 million in shares; Avion Gold Corporation to Endeavour Mining Corporation for approximately $389 million in shares and the successful realization on Aberdeen’s investments in Simmers and Jack Mines Ltd., Belo Sun Mining Corp., and several other investments including Sulliden, as discussed in this Circular. Further, Aberdeen’s Board has over 200 years of collective senior management, operations, public markets and finance experience in the mining sector, all of which are critical to running Aberdeen’s business and building long-term value for Shareholders.

In connection with Aberdeen’s corporate governance enhancement initiatives, the Corporationappointed three new independent directors effective as of January 1, 2015 and appointed Bernie Wilson as Lead Director. Mr. Wilson is widely regarded for his corporate governance expertise. He established the Institute of Corporate Directors (“ICD”) Corporate Governance College in partnership with the Rotman School of Management in order to raise the governance standards in Canada, and to help develop higher performing Boards. Mr. Wilson was also the Chairman of Canada’s largest business organization, the Canadian Chamber of Commerce, and continues as Governor of that organization. Further he is also Chairman of the International Chamber of Commerce – Canada and Chairman of the Ontario Business Advisory Council, an organization of one hundred CEOs and

-60%

-40%

-20%

0%

20%

40%

60%

80%

100%

1/1/2014 4/1/2014 7/1/2014 10/1/2014 1/1/2015

One-Year Performance (AAB vs. Index of Comparables)


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Presidents. In 2009, Mr. Wilson was awarded the very first ICD Governance Award by his peers in recognition of his demonstrated superior effort and commitment to advancing Corporate Governance in Canada consistent with the goals of the ICD.

The new additions to the Board are three highly qualified, experienced and independent directors: John Begeman, Maurice Colson, and Ken Taylor, whose strong qualifications complement the Board’s composition. John Begeman is a Professional Mining Engineer and was the Chief Executive Officer and President of Avion Gold Corporation from 2008 to 2012 when it was sold to Endeavour Mining Corporation for approximately $389 million in shares. Prior to Avion Gold Corporation, Mr. Begeman served as Vice President, Western Operations for Goldcorp Inc. Maurice Colson has worked in the investment industry for more than 35 years where he has provided strategic counsel and assistance with financing to emerging private and public companies in Canada and to Canadian companies operating internationally. He sits on the board of directors of several Toronto Stock Exchange and TSX Venture Exchange (“TSXV”) listed companies and was the President and Chief Executive Officer of Lithium One Inc. from 2007 to 2008. Ken Taylor is the former Canadian Ambassador to Iran who is best known for his role in the 1979 covert operation that helped save the lives of six American hostages during the Iran Crisis. He has worked extensively in the private and public sectors, providing counselling services to clients on issues of political risk, international marketing and strategic accommodation with government. He has held executive positions and served as a board member for a range of companies in Canada, the United States and Mexico.

Aberdeen’s Nominees, which comprise the current Board, collectively bring deep experience in the mining sector, financial expertise, investor perspective, corporate governance expertise, Canadian public company experience and leadership skills, together with a range of other skills, (See “Information Concerning the Aberdeen Board – Aberdeen’s Nominees” and “About the Board of Directors” for more details on Aberdeen’s Nominees) in contrast to Mr. Morris and the Dissidents’ Nominees, whom Aberdeen believes do not have the necessary experience to lead the Corporation, including a lack of experience in management positions or as directors of other mining companies and very limited Canadian public company experience (see “Reasons to Reject the Dissidents’ Nominees”).

3. Aberdeen is successfully executing on a focused strategy to create long-term shareholder value. Aberdeen has a long-term strategy to create shareholder value through disciplined sourcing, analysis and investment in quality undervalued resource assets in mining friendly jurisdictions. Despite the challenging market conditions, Aberdeen has successfully executed on a number of major initiatives including most recently successfully delivering on its investment in Sulliden as discussed in this Circular. Aberdeen has a clear strategy to take advantage of opportunities in the mining sector where it has significant expertise and a competitive advantage, as evidenced by the Corporation’s most recent investment in ATP, a private company with an interest in advanced stage platinum property interests located in South Africa. Aberdeen anticipates being able to take advantage of the recently built infrastructure at the Smokey Hills mine with financing in place to attain commercial production, which will provide ATP with the foundation needed to grow into a low cost platinum producer. In addition, Aberdeen anticipates additional resource potential from the Kalplats property and longer term growth potential for ATP as a result. Both platinum and palladium, the co-products of the Smokey Hills mine are in supply deficits with strong longer term demand fundamentals. The Corporation anticipates that the restart of the Smokey Hills mine and processing will occur within the first quarter of 2015. The Board and management believe that Aberdeen’s Shareholders will be best served by the continued and uninterrupted execution of this strategy, guided by an experienced Board that is committed to the best long-term interests of all of our Shareholders. While Aberdeen cannot control commodity prices, Shareholders can and must ensure that we keep a Board in place that can execute the Corporation’s strategy of investing in quality assets in mining friendly jurisdictions. Long-term interests of all Shareholders will be best served by permitting the Board and management to continue their work of creating shareholder value.

4. Aberdeen’s action plan to further enhance shareholder value. In addition to its investment strategy, which is designed to take advantage of investment opportunities in undervalued mining

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assets and create long-term value for all Shareholders, Aberdeen is also undertaking a number of additional initiatives to enhance per Share value as follows:

(a) As Aberdeen has traditionally done, Aberdeen intends to initiate a normal course issuer bid (“NCIB”) to buy back Shares in an effort to maximize Shareholder value. While Aberdeen was intending to announce the NCIB in January 2015, in light of the Meeting the Corporation has deferred this initiative to February 2015, following completion of the Meeting to allow Shareholders that may want to take advantage of the NCIB the opportunity to vote at the Meeting. Aberdeen’s management is committed to providing the resources necessary over the coming year to retire such Shares.

(b) Over the past six months Aberdeen has conducted a thorough review of its general and administrative expenses and is working diligently to implement a significant cost cutting planthrough: reduction of salaries, consulting agreements and other on-going overhead costs.

(c) Aberdeen will seek to take advantage of market opportunities to make investments where it can also earn income such as interest income, royalties and/or management fees, alongside its proven capital growth model. Aberdeen believes that its investment model of providing early stage financing, together with current market conditions and its Board’s experience and connections in the mining sector provide it with a unique position to take advantage of such opportunities.

(d) Aberdeen is committed to best-in-class corporate governance and in that regard has recently undertaken a corporate governance review. The Corporation recently strengthened its Board by appointing three new independent directors who have no affiliation with the Corporation’s portfolio companies and appointed Bernie Wilson as independent Lead Director. Aberdeen will be continuing to undertake a number of governance enhancing initiatives as a result of such review, including, formally establishing an Investment Committee of the Board, which will consist of a majority of independent directors. As part of its mandate, the Investment Committee will reviewsignificant investments and review potential conflicts.

(e) Aberdeen will also enhance its investment portfolio disclosure to facilitate investor understanding and appreciation of its portfolio investments and investment strategy together with allocating resources to building market momentum. Aberdeen is committed to providing enhanced disclosure of significant investments, including in terms of scope and frequency as well as Aberdeen’s reasoning and analysis for making the investment. Additionally, Aberdeen is working towards adopting a policy of a periodic valuation of its private company investments in an effort to more efficiently assist Shareholders in understanding Aberdeen’s investment strategy. Further, resources will also be allocated to further educate investors on Aberdeen’s model and build market momentum, for the benefit of all Shareholders.

(f) Aberdeen’s Board has formed a special committee (the “Special Committee”) to consider and respond to all matters related to the dissident shareholder campaign commenced by Meson Capital Partners LLC (“Meson Capital Partners”) and Nightscape Capital (UK) LLP(“Nightscape” and together with Meson Capital Partners, the “Dissidents”). The Special Committee is comprised of three independent directors, being Messrs. Bernard Wilson (Chair), John Begeman and Ken Taylor.

Reasons to Reject the Dissidents’ Nominees

1. The qualifications of the Dissidents’ Nominees fall significantly short of the qualifications of Aberdeen’s Nominees. The Dissidents’ Nominees are: Ken Daraie, Andrew Green, Michael Kahan, Joseph Lee Grant Matheson, Akbar Mohamed, Ryan Morris and Mark Piotrowski. It appears that none of the Dissidents’ Nominees have served as a director or executive of a mining company and only one of the Dissidents’ Nominees has any director or management experience with a Canadian public company. Further, Aberdeen is concerned that Ryan Morris, who has also appointed himself

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as one of the Dissidents’ Nominees, has acted opportunistically and destroyed Shareholder value in the past as evidenced by the poor performance of Lucas Energy Inc. while Mr. Morris was chairman of the board and the demonstrated underperformance of his fund controlled by Meson Capital Partners. Aberdeen’s Board is concerned that Mr. Morris, and the other members of the Dissidents’ Nominees intend to do just that with Aberdeen, and seize the value that rightly belongs to all Shareholders without paying anything. To advance this goal, the Dissidents have put forward a group of nominees with no director or executive experience with a mining company and very limited director or management experience with a Canadian public company and who we believe are not necessarily motivated to act in the best interests of all Shareholders of Aberdeen. Aberdeen believes that the Dissidents’ Nominees are not qualified to take over Aberdeen’s Board as they lack necessary expertise to do so successfully. See Schedule “B” of the Circular for the biographies provided to the Corporation by the Dissidents.

Shareholders are urged to consider the qualifications of the Dissidents’ Nominees against those of Aberdeen’s Nominees: John Begeman, Stan Bharti, Maurice Colson, George Faught, David Stein,Ken Taylor and Bernard Wilson. Each of these directors has extensive credentials and relevant skills and experience:

• John Begeman is a Professional Mining Engineer with over 35 years of mining experience. He currently sits on the board of directors of Yamana Gold Inc. and Premier Gold Mines Limited. Mr. Begeman is the Chairman of the Sustainability Committee for Yamana Gold Inc. which oversees health, safety and environmental matters as well as performs a review of reserves and resources. In this capacity he takes an active role in ensuring closed mines are properly reclaimed in accordance with applicable governmental and industry standards. Mr. Begeman is also a member of the Audit Committee of Yamana Gold Inc. In his position with Premier Gold Mines Limited, Mr. Begeman acts as the Lead Director and sits on the Audit Committee. He has previously served as the President and Chief Executive Officer of Avion Gold Corporation from 2008 to 2012, as the Chief Operating Officer of Zinifex Canada Inc. from 2006 to 2008 and as Vice President, Western Operations of Goldcorp Inc. (“Goldcorp”) from 2000 to 2006. In his capacity for Goldcorp, he was responsible for its surface gold operations in South Dakota and the Industrial Minerals Division in Saskatchewan. Previous to his employment at Goldcorp, Mr. Begeman held various engineering and management positions with Morrison Knudsen Company in the contract mining operations group throughout the Western United States. Mr. Begeman holds a B.Sc. in Mining Engineering, a Masters of Science in Engineering Management and a Masters of Business Administration degree.

• Stan Bharti has over 30 years of experience in operations, public markets and finance. Over the last fifteen years Mr. Bharti has been involved in acquiring, restructuring and financing resource companies. He is a Professional Mining Engineer and holds a Masters Degree in Engineering from Moscow, Russia and University of London, England. From 2002 to April 2006, Mr. Bharti was a director and past President of Desert Sun Mining Corp. (which was acquired by Yamana Gold Inc. in 2006) and from 2005 to 2011 was a director and consultant to Consolidated Thompson Iron Mines Limited (which was acquired by Cliffs Natural Resources Inc. in 2011). In addition, Mr. Bharti is a director of several public and private companies. Mr. Bharti was instrumental to the formation, creation and eventual sale of: Consolidated Thompson Iron Mines Ltd. to Cliffs Natural Resources Inc. for approximately $4.9 billion in cash; Desert Sun Mining Corp. to Yamana Gold Inc. for approximately $575 million in shares; Central Sun Mining Inc. to B2Gold Corp. for $67 million in shares; Avion Gold Corporation to Endeavour Mining Corporation for approximately $389 million in shares; and the successful realization on Aberdeen’s royalty investment in Simmers and Jack Mines Ltd. and First Uranium Corporation and its investment in Sulliden as discussed in this Circular.

• Maurice Colson has worked in the investment industry for more than 35 years and was for many years managing director for a major Canadian investment dealer in the United Kingdom. He is actively involved in providing strategic counsel and assistance with financing to emerging private and public companies in Canada and to Canadian companies operating internationally. He sits on the board of directors of several Toronto Stock Exchange and TSX Venture Exchange listed

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companies and in this capacity sits on various audit committees and is the former President and Chief Executive Officer of Lithium One Inc. from 2007 to 2008. Mr. Colson was the founding director of both Cathay Forest Products Corp. and Lithium One Inc. Mr. Colson holds a Masters of Business Administration degree from McGill University and a B.A. (Hons) in economics fromLoyola University in Montreal and completed post-graduate studies in Economics at Oxford University.

• George Faught is a Chartered Professional Accountant and Chartered Accountant with over 30 years of senior management experience. From 2006 to 2012, Mr. Faught was the Chief Executive Officer of the Corporation. He has served as the Chief Financial Officer of publicly traded companies in the natural resources, financial services and pharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and from 1999 to 2005 served as the Chief Financial Officer for North American Palladium Ltd., a mid-tier platinum group metal producer. Prior to that, he served as Chief Financial Officer for Hudson Bay Mining & Smelting Co. Ltd., an integrated base metals producer, and William Resources Inc., an international gold producer. He also serves as a director of Crocodile Gold Corp and Marathon Gold Corporation.

• David Stein has been President and Chief Executive Officer of Aberdeen since 2012, and from 2009-2012 was President and Chief Operating Officer of the Corporation. During the past five years, Mr. Stein has managed the Aberdeen investment portfolio and overseen all major transactions including the successful sale of the Simmer and Jack Mines Ltd. and First Uranium Corporation gold royalties to Premier Royalties Corporation, and profitable exits from Sulliden, Belo Sun Mining Inc., Avion Gold Corporation and Alderon Iron Ore Corporation. Recently, Mr. Stein led the African Thunder Platinum transaction to acquire advanced staged platinum assets in South Africa. He was previously a mining equities analyst, director and member of the Executive Committee with Cormark Securities Inc. (“Cormark”). Mr. Stein joined Cormark’s predecessor Sprott Securities Inc. in 2001 and was a publishing analyst for nine years. Mr. Stein holds a Master of Science degree (Economic Geology) and Bachelor of Applied Science (Geological Engineering) from Queen’s University, and is a Chartered Financial Analyst charter holder. Mr. Stein was instrumental to the successful realization on Aberdeen’s investments in Simmers and Jack Mines Ltd. and Sulliden as discussed in this Circular.

• Ken Taylor O.C., is a diplomat and businessman from Calgary, Alberta. He is a former Canadian Ambassador to Iran who is best known for his role in the 1979 covert operation that helped save the lives of six American hostages during the Iran Crisis. After returning from Iran, Mr. Taylor was appointed Canadian Consul-General to New York City. From 1959 to 1984, Mr. Taylor served in the Canadian Foreign Service where he was involved in trade development responsibilities. Since his resignation from the Canadian Foreign Service in 1984, he has worked extensively in the private and public sectors, providing counselling services to clients on issues of political risk, international marketing and strategic accommodation with government. He has held executive positions and served as a board member for a range of companies in Canada, the United States and Mexico. Mr. Taylor is the recipient of the Congressional Gold Medal, the highest honor the United States Congress can bestow. In addition, Mr. Taylor holds Honorary Doctorate degrees from Laurentian University, Dominican College of Blauvelt, State University of New York, St. Francis Xavier University, St. Lawrence University, and Victoria College at the University of Toronto. Mr. Taylor earned a B.A. from Victoria College at the University of Toronto and a Masters of Business Administration degree from the University of California, Berkeley.

• Bernard R. Wilson, FCPA, FCA, ICD.D, LLD(H) is a senior financial professional. He is the former Vice-Chairman of PriceWaterhouseCoopers LLP. Further, Mr. Wilson is the Chairman of the Founders Board of the Institute of Corporate Directors (the “ICD”), which is regarded as the definitive ‘go-to’ resource for Canada’s directors and boards through its programs that are designed to enhance directorship excellence and enlighten directors to anticipate, influence, and meet boardroom challenges. Mr. Wilson was also the Chairman of Canada’s largest business organization, the Canadian Chamber of Commerce, and continues as Governor of that

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organization. Further he is also Chairman of the International Chamber of Commerce – Canada and Chairman of the Ontario Business Advisory Council, an organization of one hundred CEOs and Presidents and he is a Member of the Canada/US Trade Committee. In 2009, Mr. Wilson was awarded the very first ICD Governance Award by his peers in recognition of his demonstrated superior effort and commitment to advancing Corporate Governance in Canada consistent with the goals of the ICD. Mr. Wilson also sat on the Board of Directors of the Greater Toronto Airport Authority (the “GTAA”) and was involved with the expansion project of the GTAA, including the development of Terminal 1. In 1992, Mr. Wilson was the court appointed Official Court Administrator of the $18.5 billion debt of the Olympia & York restructuring, including all their global assets and Canary Wharf. In this role, Mr. Wilson worked extensively every day for years with the various business and legal teams, successfully mediating and managing the division of assets in that matter. Mr. Wilson was also the lead director to Consolidated Thompson Iron Mines Ltd. when it completed its approximately $4.9 billion sale to Cliffs Natural Resources Inc. Mr. Wilson is currently a director of a number of other public Canadian companies.

2. Certain of the Dissidents’ Nominees have a dismal track record of shareholder returns. Ryan Morris, a 30 year old, and the key person behind one of the Dissidents, has also named himself as one of the Dissidents’ Nominees to the Board. Aberdeen is concerned that Mr. Morris lacks relevant experience, has a dismal track record of running Meson Capital Partners and demonstrated underperformance in trying to run other public companies, which the Corporation is concerned will repeat itself at Aberdeen if he is elected to the Board. Key examples include:

• Dismal performance of Meson Capital Partners compared to the S&P 500 since 2010. Mr. Morris began his initial $50,000 investment fund on February 24, 2009; just days before the ultimate turning point in the financial markets, that took place on March 9, 2009. After the turning point in the market, dozens of companies rebounded by five, ten and twenty-fold from their depressed March 2009 stock prices. However, as shown in the graph below, since 2010, the relative performance of Meson Capital Partners, which Mr. Morris runs, against the S&P 500 has been: -20.1% in 2010, -24.7% in 2011, -41.4% in 2012, and -17.0% in 2013, and a cumulative underperformance against the S&P 500 from January 1, 2010 to September 30, 2014 of -110.5%(the “Meson Performance Gap”). The S&P 500 index has a diverse constituency and is one of the most commonly followed equity indices. It is considered by many to be one of the best representations of the U.S. stock market, and a bellwether for the U.S. economy.

Meson Capital Partners vs. S&P 500 Index from 2010-2014(1)

• Note:• (1) The statistics for Meson Capital Partners were derived from Meson Capital Partners’ investment letters, which are

publicly available online. The results in the table above assume that $100 was invested on January 1, 2010.

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100

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S&P 500 Index

Meson Capital


30/09/2014

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• Replicating Mr. Morris’ failure at Lucas Energy Inc. In 2012, Mr. Morris became chairman of the board of Lucas Energy Inc. after acquiring a significant shareholding position. During his term as chairman, the company suffered negative cumulative total shareholder returns of -81.69% as compared to the S&P 500 return of 61.44% over an approximately one year timeframe. Following such demonstrated underperformance, Mr. Morris was removed as chairman and eventually resigned from the board.

3. Ryan Morris has engaged in concerning conduct that has led Aberdeen to question hisintegrity. Aberdeen’s Board believes that Mr. Morris’ concerning record of prior conduct would introduce undue risk to Aberdeen. Key examples include:

• On several occasions, Mr. Morris has conducted himself in a manner that is deeply concerning to Aberdeen and which Aberdeen believes questions his integrity, including by engaging in what Aberdeen believes to be a smear media campaign and making various public statements thatcontain false allegations or half-truths. Examples of this behavior include:

o Disseminating false information in his November 18, 2014 press release, including claiming that he had sent a term sheet to the Corporation on three occasions, when in fact no term sheet was provided to the Corporation until November 20, 2014, after the Corporation had publicly responded to Mr. Morris’ false allegations;

o Back-dating the term sheet in connection with the Private Placement, following making false allegations with respect to the existence of the term sheet in his November 18, 2014 press release;

o Providing false or misleading information to the media;

o Filing a complaint with the OSC and disclosing the particulars of such complaint to the national news media without providing the Corporation with a copy of the complaint or an opportunity to respond.

For further details of Mr. Morris’ concerning conduct see “Business of the Meeting – Background”.

4. The Dissidents have failed to present any alternative to Aberdeen’s current strategic plan but insist on waging a costly proxy contest. Despite Aberdeen’s commitment to enhance its corporate governance practices as disclosed in the Corporation’s press release dated December 10, 2014 and implementing changes that will strengthen the overall independence and accountability of the Board to Shareholders, the Dissidents have waged a costly and distracting proxy contest to advance their own agenda rather than for the best interests of the majority of Aberdeen’s Shareholders and have failed to articulate any ideas to increase Aberdeen’s value. If the Dissidents’ plan is a quick “fire sale” of the assets, Shareholders should be aware that there will be substantial costs incurred in connection with such a fire sale, including a devaluation of Aberdeen’s assets as a result of the need to liquidate a large amount of stock. The Board believes Shareholders should consider the Dissidents’Nominees’ lack of relevant qualifications, poor track record of shareholder returns and record of concerning conduct as discussed in this Circular, and measure them against the expertise of Aberdeen’s Nominees and the Corporation’s investment strategy under the current Board, which is designed to take advantage of investment opportunities in undervalued mining assets and create long-term value for all Shareholders.

The Board has fixed the number of directors to be elected until the next meeting of Shareholders at seven. The term of office of each director so elected will expire at the next annual meeting of the Shareholders unless he shall resign his office or his office becomes vacant by death, removal or other cause at an earlier date.

All of Aberdeen’s Nominees are currently directors. Management of the Corporation does not contemplate that any of Aberdeen’s Nominees will be unable, or for any reason will become unwilling, to serve as a director. Should this occur for any reason prior to the Meeting, the persons named in the accompanying BLUE proxy or the VIF reserve the right to vote for another nominee, at their discretion,

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unless the Shareholder has specified in the form of proxy or the VIF his or her Shares are to be withheld from voting in the election of any of the directors.

The section entitled “Information Concerning the Aberdeen Board” below, provides detailed information with respect to each of Aberdeen’s Nominees.

Majority Voting Policy

Shareholders can vote FOR or WITHHOLD from voting on the election of each director on an individual basis. The Corporation has adopted a Majority Voting Policy for the election of directors. Under the terms of the policy, if a director receives more “withhold” votes than “for” votes in an uncontested election, he or she 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 to which it will refer the resignation for consideration. In such circumstances, the advisory 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 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). As the Meeting is a contested meeting, the Corporation’s Majority Voting Policy will not apply.

Board Recommendation

The Board recommends that Shareholders vote as follows:

• FOR Aberdeen’s Nominees for election to the Board: John Begeman, Stan Bharti, Maurice Colson, George Faught, David Stein, Ken Taylor and Bernie Wilson; and

• WITHHOLD from voting for the Dissidents’ Nominees: Ken Daraie, Andrew Green, Michael Kahan, Joseph Lee Grant Matheson, Akbar Mohamed, Ryan Morris and Mark Piotrowski;

and unless a proxy specifies that the Shares it represents are to be withheld from voting for any of Aberdeen’s Nominees, or for the election of any of the Dissidents’ Nominees, the proxyholders named in the accompanying BLUE proxy intend to vote FOR Aberdeen’s Nominees and WITHHOLD from voting for the Dissidents’ Nominees.

APPOINTMENT OF PROXIES AND VOTING INSTRUCTIONS

REGISTERED SHAREHOLDERS

You are a “Registered Shareholder” if your Shares are held in your personal name and you are in possession of a share certificate that indicates the same. If you are a Registered Shareholder, you may vote in person at the Meeting, you may appoint another person to represent you as proxyholder and vote your Shares at the Meeting or may vote by internet or fax. If you do not wish to attend the Meeting or do not wish to vote in person, you may complete and return the enclosed BLUE proxy in accordance with the instructions provided therein and below. If you wish to vote by internet, please see the BLUE proxy enclosed for details on protocol.

To Vote in Person

If you are able to join us in person for the Meeting and wish to vote your Shares in person, you are still encouraged to complete and return the enclosed BLUE proxy. To be valid, proxies must be delivered to Kingsdale Shareholder Services, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2 or to the Corporation’s transfer agent, TMX Equity Transfer Services, 200 University Avenue, Suite 300, Toronto ON M5H 4H1, or by facsimile to (416) 595-9593, no later than11:00 a.m. (Toronto time) on January 30, 2015, or, if the Meeting is adjourned or postponed, not later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours

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preceding the date of the adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

Before the official start of the Meeting on February 3, 2015, please register with the representative(s) from TMX Equity Transfer Services, which will be acting as scrutineer at the Meeting, who will be situated at a welcome table just outside the room in which the Meeting will be held. Once you are registered with the scrutineer, your proxy will be revoked and your vote will be requested and counted at the Meeting.

To Vote by Proxy

If you are not able to attend the Meeting in person, or if you wish to appoint a representative to vote on your behalf, you have the right to appoint a person or company other than the person designated in the BLUE proxy, who may or may not be a Shareholder, to represent you at the Meeting and vote on your behalf. You may do this by appointing them as your proxyholder in writing in the BLUE proxy or another form of proxy as described below.

Use the BLUE proxy or another proper form of proxy. The persons named in the accompanying BLUEproxy are officers of the Corporation and are nominees of management. You can choose to have management’s appointee vote your Shares or you may appoint a person of your choice by striking out the printed names and inserting the desired person’s name and address in the blank space provided.

To Vote By Mail: complete the balance of the BLUE proxy, sign it and return it to either:

Kingsdale Shareholder Services The Exchange Tower, 130 King Street West

Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2,

or

TMX Equity Transfer Services200 University Avenue, Suite 300

Toronto ON M5H 4H1

To Vote Online: you may also vote using the 12 digit control number found on your BLUE proxy, online atwww.voteproxyonline.com.

To Vote By Fax: by completing, signing, dating and returning the enclosed BLUE proxy to TMX Equity Transfer Services at (416) 595-9593.


Please note that your vote can only be counted if the person you appointed attends the Meeting and votes on your behalf and the BLUE proxy has been properly completed and executed.

Voting your Proxy

The management representatives designated in the enclosed BLUE proxy will vote for or withhold from voting your Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with your instructions as indicated on the proxy and, if you specify a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

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In the absence of any direction, your Shares will be voted by the management representatives:



The accompanying BLUE proxy confers discretionary authority upon the management representatives designated in the form of proxy with respect to voting on amendments to matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. At the date of this Circular, the directors and management of the Corporation know of no such amendments, variations or other matters.

Revoking your Proxy

If you have submitted a proxy and later wish to revoke it, you can do so by re-voting your proxy online, by fax or by completing and signing a proxy bearing a later date and sending it to Kingsdale or TMX Equity Transfer Services. Your vote must be received no later than 11:00 a.m. (Toronto time) on January 30, 2015 or, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of the adjourned or postponed Meeting. A later dated BLUE proxy automatically revokes any previously submitted proxy. You can also send a written statement indicating you wish to have your proxy revoked. This written statement must be received (i) by Kingsdale Shareholders Services at The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2 or by TMX Equity Transfer Services, 200 University Avenue, Suite 300, Toronto ON M5H 4H1, at any time up to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used; (ii) with the Chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment or postponement thereof; or (iii) in any other manner permitted by law.

BENEFICIAL (NON-REGISTERED) SHAREHOLDERS

You are a “Beneficial (Non-registered) Shareholder” if your Shares are:


• held either (a) in the name of the Intermediary that the Shareholder deals with (being securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) with which your Intermediary deals.

If you are a Beneficial (Non-registered) Shareholder, you may vote in person, by proxy or by internet only by following the procedures outlined below. If you wish to vote by internet, please see the BLUE proxy or VIF enclosed for details on protocol.

In accordance with applicable securities law requirements, the Corporation will have caused its agent to distribute copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the “Meeting Materials”) to the clearing agencies and intermediaries for distribution to Beneficial Shareholders. In addition, the Corporation will have paid for the distribution of the Meeting Materials by the clearing agencies and Intermediaries to objecting Beneficial (Non-registered) Shareholders.

To Vote in Person

If you are able to join us in person for the Meeting and wish to vote your Shares in person, you may do so by either (i) inserting your own name in the space provided on the enclosed VIF or form of proxy provided by your Intermediary; or (ii) submitting any other document in writing to your Intermediary that requests that the Beneficial (Non-registered) Shareholder or nominees thereof should be appointed as proxy. Then, follow the signing and return instructions provided by your Intermediary. If you do not properly follow the return instructions provided by your Intermediary, you may not be able to vote such Shares. Before the official start of the Meeting on February 3, 2015, please register with the representatives(s)

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from TMX Equity Transfer Services, which will be acting as scrutineer for the Meeting, who will be situated at a welcome table just outside the Meeting room. Once you are registered with TMX Equity Transfer Services, and, provided the instructions you provided to your Intermediary have been forwarded by your Intermediary to TMX Equity Transfer Services, your vote will be requested and counted at the Meeting.

To Vote by Proxy



(b) be given a VIF. Intermediaries now frequently delegate responsibility for obtaining instructions from clients to Broadridge in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s BLUE proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder), other than the persons designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Shares directly at the meeting — the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Shares voted.





Whether you choose to vote your beneficially held Shares by proxy or in person, you must carefully follow the instructions that accompany either the VIF or BLUE proxy, including those regarding when and where the VIF or BLUE proxy is to be delivered, and the deadline for delivery.

Proxies or VIFs must be received no later than 11:00 a.m. (Toronto time) on January 30, 2015, or, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of the adjourned or postponed Meeting. The Chair of the Meeting may waive or extend the proxy cut-off time at his discretion without notice.

Revoking Voting Instructions

If you have submitted a VIF and later wish to revoke it, you can do so by re-voting your VIF online, by fax or by completing and signing a VIF bearing a later date and sending it to the address set out on the VIF. Your vote must be received no later than 11:00 a.m. (Toronto time) on January 30, 2015 or, if the Meeting is adjourned or postponed, no later than 11:00 a.m. (Toronto time) on the date (excluding Saturdays, Sundays and holidays) that is 48 hours preceding the date of the adjourned or postponed Meeting. A later dated VIF automatically revokes any previously submitted VIF. You can also revoke your voting instructions by following the procedures provided by your Intermediary. Your Intermediary must send a written statement indicating you wish to have your voting instructions revoked. This written statement must be received (i) by Kingsdale Shareholders Services at The Exchange Tower, 130 King

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Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2 or by TMX Equity Transfer Services, 200 University Avenue, Suite 300, Toronto ON M5H 4H1, at any time up to 5:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used; (ii) with the Chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment or postponement thereof; or (iii) in any other manner permitted by law.

SHARES

The authorized capital of the Corporation consists of an unlimited number of Shares. As of the date hereof, the Corporation had 97,349,422 Shares issued and outstanding. Each Shareholder of record atthe Record Date will be entitled to vote on all matters proposed to come before the Meeting on the basis of one vote for each Share held. A quorum for the transaction of business at the Meeting will consist of two or more persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy or proxyholder for an absent Shareholder so entitled, holding or representing in theaggregate not less than 10% of the Shares enjoying voting rights at the Meeting.

PRINCIPAL HOLDER OF VOTING SECURITIES

To the knowledge of the directors and officers of the Corporation, no person or company beneficially owns, or exercises control or direction over, directly or indirectly, securities of the Corporation carrying more than 10% of the votes attached to the issued and outstanding Shares.

INFORMATION CONCERNING THE ABERDEEN BOARD

ABERDEEN’S NOMINEES

The tables below provide information about each of Aberdeen’s Nominees to assist Shareholders with their voting decisions. The tables include information regarding each director’s other directorships, membership on Board committees, meeting attendance record in 2014 and 2013, as applicable, experience, areas of expertise, the number of Shares each holds and the number of votes each received at the last annual meeting of the Shareholders, if applicable.

Four of the seven Aberdeen’s Nominees are independent, as defined by applicable securities laws, which means they are independent of management. A nominated director is non-independent if he or she has a direct or indirect material relationship that the Board believes could be reasonably expected to interferewith his or her ability to exercise independent judgment. Messrs. Bharti and Faught are non-independent as they serve as the Executive Chairman and Executive Vice-Chairman of the Corporation, respectively. Mr. Stein is non-independent as he serves as President and CEO of the Corporation. If elected, each director will hold office until the next annual meeting of Shareholders or until each director’s successor is duly elected, unless prior thereto, the director resigns or the director’s office becomes vacant by reason of death or other cause.

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JOHN BEGEMAN, DIRECTOR

AGE:60 DIRECTOR SINCE JANUARY 1, 2015

SOUTH DAKOTA, UNITED STATES

Mr. Begeman is a Professional Mining Engineer with over 35 years of mining experience. He currently sits on the board of directors of Yamana Gold Inc. and Premier Gold Mines Limited. Mr. Begeman is the Chairman of the Sustainability Committee for Yamana Gold Inc. which oversees health, safety and environmental matters as well as performs a review of reserves and resources. In this capacity he takes an active role in ensuring closed mines are properly reclaimed in accordance with applicable governmental and industry standards. Mr. Begeman is also a member of the Audit Committee of Yamana Gold Inc. In his position with Premier Gold Mines Limited, Mr. Begeman acts as the Lead Director and sits on the Audit Committee. He has previously served as the President and Chief Executive Officer of Avion Gold Corporation from 2008 to 2012, as the Chief Operating Officer of Zinifex Canada Inc. from 2006 to 2008 and as Vice President, Western Operations of Goldcorp Inc. (“Goldcorp”) from 2000 to 2006. In his capacity for Goldcorp, he was responsible for its surface gold operations in South Dakota and the Industrial Minerals Division in Saskatchewan. Previous to his employment at Goldcorp, Mr. Begeman held various engineering and management positions with Morrison Knudsen Company in the contract mining operations group throughout the Western United States. Mr. Begeman holds a B.Sc. in Mining Engineering, a Masters of Science in Engineering Management and a Masters of Business Administration degree.

Shareholdings: 15,000 (0.015%)

2013 Board Attendance: N/A, new director


Percentage of Votes Received at Last Annual Shareholder Meeting

N/A, new director

Other Public Company Boards:

Yamana Gold Inc.

Premier Gold Mines Limited

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STAN BHARTI, EXECUTIVE CHAIRMAN

AGE: 62 DIRECTOR SINCE AUGUST 2005

ONTARIO, CANADA

Mr. Bharti has over 30 years of experience in operations, public markets and finance. Over the last fifteen years Mr. Bharti has been involved in acquiring, restructuring and financing resource companies. He is a Professional Mining Engineer and holds a Masters Degree in Engineering from Moscow, Russia and University of London, England. From 2002 to April 2006, Mr. Bharti was a director and past President of Desert Sun Mining Corp. (which was acquired by Yamana Gold Inc. in 2006) and from 2005 to 2011 was a director and consultant to Consolidated Thompson Iron Mines Limited (which was acquired by Cliffs Natural Resources Inc. in 2011). In addition, Mr. Bharti is a director of several public and private companies. Mr. Bharti was instrumental to the formation, creation and eventual sale of: Consolidated Thompson Iron Mines Ltd. to Cliffs Natural Resources Inc. for approximately $4.9 billion in cash; Desert Sun Mining Corp. to Yamana Gold Inc. for approximately $575 million in shares; Central Sun Mining Inc. to B2Gold Corp. for $67 million in shares; Avion Gold Corporation to Endeavour Mining Corporation for approximately $389 million in shares; and the successful realization on Aberdeen’s royalty investment in Simmers and Jack Mines Ltd. and First Uranium Corporation and its investment in Sulliden as discussed in this Circular.

Shareholdings: 5,085,000 (5.2%)

2013 Board Attendance: 4 of 4 (100%)



% of Votes For: 77.52

% Votes Withheld: 22.48


ARHT Media Inc

Belo Sun Mining Corp.

Sulliden Mining Capital Inc.

MAURICE COLSON, DIRECTOR

AGE: 71 DIRECTOR SINCE JANUARY 1, 2015

ONTARIO, CANADA

Mr. Colson has worked in the investment industry for more than 35 years and was for many years managing director for a major Canadian investment dealer in the United Kingdom. He is actively involved in providing strategic counsel and assistance with financing to emerging private and public companies in Canada and to Canadian companies operating internationally. He sits on the board of directors of several Toronto Stock Exchange and TSX Venture Exchange listed companies and in this capacity sits on various

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audit committees and is the former President and Chief Executive Officer of Lithium One Inc. from 2007 to 2008. Mr. Colson was the founding director of both Cathay Forest Products Corp. and Lithium One Inc. Mr. Colson holds a Masters of Business Administration degree from McGill University and a B.A. (Hons) in economics from Loyola University in Montreal and completed post-graduate studies in Economics at Oxford University.

Shareholdings: Nil




N/A, new director


Banro Corporation

Hornby Bay Mineral Exploration Inc.

QMX Gold Corporation

Delrand Resources Limited

Loncor Resources Inc.

Stetson Oil & Gas Ltd.

China Goldcorp Ltd.

Richco Investors Inc.

GEORGE FAUGHT, EXECUTIVE VICE-CHAIRMAN

AGE: 64 DIRECTOR SINCE NOVEMBER 2005

ONTARIO, CANADA

Mr. Faught is a Chartered Professional Accountant and Chartered Accountant with over 30 years of senior management experience. From 2006 to 2012, Mr. Faught was the Chief Executive Officer of the Corporation. He has served as the Chief Financial Officer of publicly traded companies in the natural resources, financial services and pharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and from 1999 to 2005 served as the Chief Financial Officer for North American Palladium Ltd., a mid-tier platinum group metal producer. Prior to that, he served as Chief Financial Officer for Hudson Bay Mining & Smelting Co. Ltd., an integrated base metals producer, and William Resources Inc., an international gold producer. He also serves as a director of Crocodile Gold Corp and Marathon Gold Corporation.


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2013 Board of Attendance:

4 of 4 (100%)






Crocodile Gold Corp.

Marathon Gold Corporation

DAVID STEIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

AGE: 38 DIRECTOR SINCE OCTOBER 2009

ONTARIO, CANADA

Mr. Stein has been President and Chief Executive Officer of Aberdeen since 2012, and from 2009-2012 was President and Chief Operating Officer of the Corporation. During the past five years, Mr. Stein has managed the Aberdeen investment portfolio and overseen all major transactions including the successful sale of the Simmer and Jack Mines Ltd. and First Uranium Corporation gold royalties to Premier Royalties Corporation, and profitable exits from Sulliden, Belo Sun Mining Inc., Avion Gold Corporation and Alderon Iron Ore Corporation. Recently, Mr. Stein led the African Thunder Platinum transaction to acquire advanced staged platinum assets in South Africa. He was previously a mining equities analyst, director and member of the Executive Committee with Cormark Securities Inc. (“Cormark”). Mr. Stein joined Cormark’s predecessor Sprott Securities Inc. in 2001 and was a publishing analyst for nine years. Mr. Stein holds a Master of Science degree (Economic Geology) and Bachelor of Applied Science (Geological Engineering) from Queen’s University, and is a Chartered Financial Analyst charter holder. Mr. Stein was instrumental to the successful realization on Aberdeen’s investments in Simmers and Jack Mines Ltd. and Sulliden as discussed in this Circular.








Rodinia Lithium Inc.

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KEN TAYLOR, DIRECTOR

AGE: 80 DIRECTOR SINCE JANUARY 1, 2015

NEW YORK, NY

Mr. Taylor O.C., is a diplomat and businessman from Calgary, Alberta. He is a former Canadian Ambassador to Iran who is best known for his role in the 1979 covert operation that helped save the lives of six American hostages during the Iran Crisis. After returning from Iran, Mr. Taylor was appointed Canadian Consul-General to New York City. From 1959 to 1984, Mr. Taylor served in the Canadian Foreign Service where he was involved in trade development responsibilities. Since his resignation from the Canadian Foreign Service in 1984, he has worked extensively in the private and public sectors, providing counselling services to clients on issues of political risk, international marketing and strategic accommodation with government. He has held executive positions and served as a board member for a range of companies in Canada, the United States and Mexico. Mr. Taylor is the recipient of the Congressional Gold Medal, the highest honor the United States Congress can bestow. In addition, Mr. Taylor holds Honorary Doctorate degrees from Laurentian University, Dominican College of Blauvelt, State University of New York, St. Francis Xavier University, St. Lawrence University, and Victoria College at the University of Toronto. Mr. Taylor earned a B.A. from Victoria College at the University of Toronto and a Masters of Business Administration degree from the University of California, Berkeley.

Shareholdings: Nil




N/A, new director


N/A

BERNIE WILSON, LEAD DIRECTOR

AGE: 71 DIRECTOR SINCE MARCH 2007

ONTARIO, CANADA

Mr. Wilson, FCPA, FCA, ICD.D, LLD(H), is a senior financial professional. He is the former Vice-Chairman of PriceWaterhouseCoopers LLP. Further, Mr. Wilson is the Chairman of the Founders Board of the Institute of Corporate Directors, which is regarded as the definitive ‘go-to’ resource for Canada’s directors and boards through its programs that are designed to enhance directorship excellence and enlighten directors to anticipate, influence, and meet boardroom challenges. Mr. Wilson was also the Chairman of Canada’s largest business organization, the Canadian

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Chamber of Commerce, and continues as Governor of that organization. Further he is also Chairman of the International Chamber of Commerce –Canada and Chairman of the Ontario Business Advisory Council, an organization of one hundred CEOs and Presidents and he is a Member of the Canada/US Trade Committee. In 2009, Mr. Wilson was awarded the very first ICD Governance Award by his peers in recognition of his demonstrated superior effort and commitment to advancing Corporate Governance in Canada consistent with the goals of the ICD. Mr. Wilson also sat on the Board of Directors of the GTAA and was involved with the expansion project of the GTAA, including the development of Terminal 1. In 1992, Mr. Wilson was the court appointed Official Court Administrator of the $18.5 billion debt of the Olympia & York restructuring, including all their global assets and Canary Wharf. In this role, Mr. Wilson worked extensively every day for years with the various business and legal teams, successfully mediating and managing the division of assets in that matter. Mr. Wilson was also the lead director to Consolidated Thompson Iron Mines Ltd. when it completed its approximately $4.9 billion sale to Cliffs Natural Resources Inc. Mr. Wilson is currently a director of a number of other public Canadian companies.

Shareholdings: Nil







Imperus Technologies Corp.

Valencia Ventures Inc.

MEETING ATTENDANCE

The Board expects directors to attend all Board meetings and all meetings of the committees to which they are appointed, to come to such meetings fully prepared and to remain in attendance for the duration of the meetings. During the calendar year 2014, all board members attended all Board meetings and all Board committee meetings for the respective committees on which they serve.

The Board has the three standing committees as follows: Audit Committee; Corporate Governance Committee; and Compensation Committee. As of January 31, 2014, the Audit Committee was comprised of Bernie Wilson (Chair), Bruce Humphrey and Michael Hoffman; the Corporate Governance Committee was comprised of Bruce Humphrey (Chair), Pierre Pettigrew, and Bernie Wilson; and the Compensation Committee was comprised of Pierre Pettigrew (Chair), Bruce Humphrey and Bernie Wilson. As of the date hereof, the Audit Committee comprises Maurice Colson (Chair), John Begeman and Bernie Wilson; the Corporate Governance Committee comprises Bernie Wilson (Chair), Maurice Colson, John Begeman and Ken Taylor; and the Compensation Committee comprises John Begeman (Chair), Maurice Colson and Bernie Wilson.

SERVING TOGETHER ON BOARDS OF OTHER PUBLIC COMPANIES

As of the date of this Circular, none of the proposed directors serve together on the board of directors of any other public company.

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CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

Other than as described below, none of Aberdeen’s Nominees (including any personal holding companies of Aberdeen’s Nominees) is, as of the date hereof, or has been, within 10 years before the date hereof, 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 (collectively, an “Order”) that was issued while any of Aberdeen’s Nominees were acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after Aberdeen’s Nominees 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.

Mr. Bharti was a director of Kansai Mining Corporation (“Kansai”), a company listed on the TSXV. On January 29, 2008, a cease trade order was issued against Kansai and each of the directors and officers, as a result of Kansai failing to file comparative financial statements for the year ended September 30, 2007 and management’s discussion and analysis for the period ended September 30, 2007. On March 5, 2008, the cease trade order was revoked.

Mr. Bharti was an officer and director of Stetson Oil & Gas Ltd. which on May 7, 2008 became subject to a cease trade order for failing to file its interim financial statements for the three months ended March 31, 2014, within the required time period. On May 30, 2008, the cease trade order was revoked.

Mr. Colson is an officer and director of China Goldcorp Ltd. which on June 9, 2014 became subject to a cease trade order for failing to file its financial statements. On June 23, 2014, the cease trade order was revoked.

None of Aberdeen’s Nominees (including any personal holding companies of Aberdeen’s Nominees) is, as of the date hereof, or has been, within 10 years before the date hereof, 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.

None of Aberdeen’s Nominees (including any personal holding companies of Aberdeen’s Nominees) has, within 10 years before the date hereof, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became 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 director or any of Aberdeen’s Nominee.

PENALTIES OR SANCTIONS

None of Aberdeen’s Nominees (including any personal holding companies of Aberdeen’s Nominees) has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for any of Aberdeen’s Nominees.

CORPORATE GOVERNANCE PRACTICES

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

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The Board fulfills its mandate directly and through its committees 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. The Corporation is committed to monitoring governance developments to ensure its practices remain current and appropriate and has recently engaged in a corporate governance enhancement review in this regard.

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 encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations in all jurisdictions in which the Corporation conducts business; 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.

Code of Conduct

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) for its directors, officers and employees. The Corporate Governance Committee has responsibility for monitoring compliance with the Code by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the CEO. The Board takes steps to ensure that directors, officers and employees exercise independent judgment in considering transactions and agreements in respect of which a director, officer or employee of the Corporation has a material interest, which include ensuring that directors, officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest and obtaining direction from the Corporation’s directors, the Chairman and the CEO regarding any potential conflicts of interest. A copy of the Code and other corporate governance policies may be found under the profile of the Corporation on SEDAR at www.sedar.com or upon request to the Corporation by contacting the Corporate Secretary of the Corporation by email at [email protected] or by telephone at (416) 861-5882.

Whistleblower Policy

The Corporation has adopted a Whistleblower Policy which allows its directors, officers, consultants and employees who feel that a violation of the Code has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, to report such violations or concerns on a confidential and anonymous basis. Reporting a violation of the Code is made by informing anonymously to the Whistleblower hotline or URL or (if desired) to a member of the Audit Committee, who then investigates each matter so reported and takes corrective and disciplinary action, if appropriate. Reporting concerns regarding financial statement disclosure or other appropriate issues are to be forwarded in a sealed envelope to the Chairman of the Audit Committee who then investigates each matter reported and takes corrective and disciplinary action, if appropriate.

ABOUT THE BOARD OF DIRECTORS

The Board is responsible for overseeing management of the business and affairs of the Corporation. The Corporation’s articles stipulate that the Board must consist of not less than 3 and not more than 15directors. The Board is currently fixed at seven members.

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INDEPENDENCE OF THE BOARD

Effective January 1, 2015, Messrs. John Begeman, Maurice Colson, and Ken Taylor were appointed to the Board, replacing Messrs. Michael Hoffman, Bruce Humphrey and Honorable Pierre Pettigrew, P.C. As of the date hereof, the Board is currently comprised of seven members, four members of whom the Board has determined are independent.

A director is considered independent if he or she has no direct or indirect material relationship with the Corporation or its subsidiaries. A “material relationship” is defined in National Instrument 52-110 – Audit Committees (“NI 52-110”) to mean any relationship, which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. Based on these requirements, the Board has determined that a majority of its directors are independent. The following table identifies which directors are independent and the basis for that determination.

Director Independent Not Independent

Reason for Non-Independence

John BegemanStan Bharti Executive Chairman of the BoardMaurice ColsonGeorge Faught Executive Vice-Chairman of the BoardDavid Stein President and CEO

Ken TaylorBernie Wilson

The following structures and processes are in place to facilitate the ability of the Board to function independently of management:

! the majority of the members of the Board are independent;

! there is an independent Lead Director, as described below;

! members of management, including without limitation, the President and CEO of the Corporation, are not present for the discussion and determination of certain matters at meetings of the Board unless required;

! each of the Audit, Corporate Governance and Compensation Committees of the Board are comprised solely of independent directors;

! under the by-laws of the Corporation, any two directors may call a meeting of the Board;

! the President and CEO’s compensation is considered by the Board, in his absence, and by the Compensation Committee at least once a year;

! in addition to the standing committees of the Board, independent committees will be appointed from time to time, when appropriate; and

! the Board policy 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.

Lead Director

In connection with its enhancement of its corporate governance practices, the Corporation has appointed Bernie Wilson, who will draw upon his wealth of experience as Chairman of the ICD, as the Lead Directorof the Board. Mr. Wilson is an independent director and will facilitate the functioning of the Board independently of management.

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The Lead Director, nominated by the Corporate Governance Committee and appointed by the Board, isan independent director who is designated by the Board to aid and assist the Executive Chairman and, where applicable, the Executive Vice-Chairman and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Corporation and to enhance and protect the independence of the Board. The Lead Director’s responsibilities include, but are not limited to: chairing Board meetings when the Executive Chairman or the CEO is unavailable or when there is any potential conflict; providing leadership to the Board to enhance effectiveness, including ensuring that responsibilities of the Board are well understood by the Board and by management; ensuring the Board works together as a cohesive team; ensuring that a process is in place by which the effectiveness of the CEO, the Executive Chairman, the Board and its committees is assessed on a regular basis; chairing in camera sessions of independent directors, in association with regularly scheduled Board meetings, to discuss issues relating to the Corporation’s business without the presence of management or the Executive Chairman and CEO; and communicating with the Executive Chairman and CEO and the entire Board, as appropriate, the results of private discussions among outside directors or the results of in camera sessions of the independent directors.

In addition, the Lead Director shall assist with managing the Board, including but not limited to: adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings; ensuring that, where functions are delegated to appropriate committees, the functions are carried out and results are reported to the Board; ensuring that a succession planning process is in place to appoint the Executive Chairman, the CEO, President and other members of management when necessary; working with the Corporate Governance Committee to consider questions of possible conflicts of interest or breaches of the Code, as such questions arise; and, once established and implemented, working with the Investment Committee to consider questions of possible conflicts of interests or breaches of the Investment Decision Making Policy.

Further, at the request of the Board and the CEO and/or the Executive Chairman, or in the event of the absence or the incapacity of the Executive Chair or the CEO, the Lead Director shall represent the Corporation to external groups such as Shareholders and other stakeholders, including community groups and governments.

DIRECTORSHIPS

The following directors currently hold the positions set out below with other reporting issuers:

Director Name of Reporting Issuer & Exchange

John Begeman Yamana Gold Inc. (TSX) and Premier Gold Mines Limited (TSX)

Stan Bharti ARHT Media Inc. (TSXV), Belo Sun Mining Corp. (TSX) and Sulliden Mining Capital Inc. (TSX)

Maurice Colson

Banro Corporation (TSX), Hornby Bay Mineral Exploration Inc. (TSXV), QMX Gold Corporation (TSXV), Delrand Resources Limited (TSX), Loncor Resources Inc. (TSX), Stetson Oil & Gas Ltd. (TSXV), China Goldcorp Ltd. (TSXV) and Richco Investors Inc. (TSXV)

George Faught Crocodile Gold Corp. (TSX) and Marathon Gold Corporation (TSX)

David Stein Rodinia Lithium Inc. (TSXV)

Ken Taylor N/A

Bernie Wilson Imperus Technologies Corp. (TSXV) and Valencia Ventures Inc. (TSXV)

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THE BOARD MANDATE

The Board has adopted a written Board mandate, in its Charter of the Board (the “Charter”), pursuant to which the Board assumes responsibility for the stewardship of the Corporation, the supervision of the Corporation’s business affairs and acting in the best interests of the Corporation and the Shareholders. In discharging its mandate, the Board is responsible for the oversight and review of the following, among others:

• the strategic planning process of the Corporation;

• identifying the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage these risks;

• succession planning, including appointing, training and monitoring senior management;

• a communications policy for the Corporation to facilitate communications with investors and other interested parties; and

• the integrity of the Corporation’s internal control and management information systems.

The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee and the Corporate Governance Committee. See “Committees of the Board of Directors”. A copy of the Charter is attached hereto as Schedule “A”.

MEETINGS OF INDEPENDENT DIRECTORS

The independent directors comprise the committees of the Board and hold in camera sessions without management at their committee meetings to review the business operations, corporate governance, compensation, and financial results of the Corporation. For the year ended January 31, 2014 and the calendar year 2014, all independent members of the Board met, without management and non-independent directors, at each Board meeting, being 10 separate occasions in total.

NOMINATION OF DIRECTORS

Generally, the Corporate Governance Committee, which is composed entirely of independent directors, is responsible for (i) establishing qualifications for directors and procedures for identifying possible nominees who meet such criteria; (ii) establishing procedures and approving appropriate orientation and education programs for new members of the Board; and (iii) analyzing the needs of the Board when vacancies arise on the Board and identifying and recommending nominees who meet such needs in accordance with the requirements set out in NI 52-110.

The Board generally identifies new candidates through the recommendations of the Corporate Governance Committee whose responsibility it is to develop, and periodically update and recommend to the Board for approval, a long-term plan for the Board’s composition that takes into consideration the following: (a) the independence of each director; (b) the competencies and skills the Board, as a whole, should possess such as financial literacy, integrity and accountability, the ability to engage in informed judgment, governance, strategic business development, excellent communications skills and the ability to work effectively as a team; (c) the current strengths, skills and experience represented by each director, as well as each director’s personality and other qualities as they affect Board dynamics; and (d) the strategic direction of the Corporation.

The Corporate Governance Committee has not set specific minimum qualifications for director positions. Instead, the Corporate Governance Committee believes that nominations for election or re-election to the Board should be based on a particular candidate’s merits, skills and the Corporation’s needs after taking into account the current composition of the Board. When evaluating candidates for nomination for election, the Corporate Governance Committee considers an individual’s skills, diversity, independence from the Corporation, experience in areas that address the needs of the Board and ability to devote adequate time to Board duties and responsibilities. The Corporate Governance Committee also seeks to achieve the appropriate balance of industry and business knowledge and experience, including, without

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limitation, expertise in the mining industry, expertise with respect to international regulatory and public policy issues, management and operations experience and transactional experience in light of the function and needs of the Board, as well as independence, financial expertise, public company experience, personal integrity, judgment and reputation.

Recently, the Corporate Governance Committee engaged in a corporate governance enhancement review which included an informal assessment of the needs of the Corporation having regard to corporate governance best practices. One of the goals of the Corporation was to enhance theindependence of the Board by replacing independent directors that were members of boards of portfolio companies while continuing to have a Board comprised of highly experienced and qualified directors. In this regard, various candidates were considered by the Corporate Governance Committee and the consideration was narrowed down to three candidates who possessed the desirable qualities and merits that were aligned with the needs of the Corporation and the Board. The Corporation Governance Committee gave careful consideration to the skills, expertise, and qualifications of the three candidates, being Messrs. Begeman, Colson and Taylor, and the proposed appointments were approved by the Board, upon recommendation by the Corporate Governance Committee.

BOARD ASSESSMENTS

The Board and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. Going forward, annual informal board member assessments will be conducted in connection with the Corporation’s corporate governance enhancement review. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so. The Board frequently monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its committees, to satisfy itself that the Board, its committees and its individual directors are performing effectively.

MAJORITY VOTING POLICY

As described above, the Corporation has adopted a Majority Voting Policy to provide a meaningful way for the 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 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 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 will 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 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).

POSITION DESCRIPTION

Other than as set out above with respect to the Lead Director, the Board has not developed written position descriptions for the Executive Chairman, the Chair of each Board committee, and the CEO. However, the Board has delineated the roles and responsibilities for each such position as further described below.

Executive Chairman

As Executive Chairman of the Board, Mr. Bharti’s primary roles are to chair all meetings of the Board and Shareholders, other than meetings of independent directors, and to manage the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and

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responsibilities. Mr. Bharti’s responsibilities as Executive Chairman include, without limitation, setting the meeting agenda of the Board; ensuring that the Board works together as a cohesive team with unfettered communication with management; and working together with the Lead Director and the various committees of the Board to ensure that a process is in place by which the effectiveness of the Board, its committees and its individual directors can be evaluated on a regular basis. The Executive Chairman represents the Corporation to external groups such as the Shareholders, community groups and governments and also acts as the primary spokesperson for the Board, ensuring that management is aware of concerns of the Board, the Shareholders, other stakeholders and the public.

Chair of the Audit Committee

The Chair of the Audit Committee is Mr. Colson. The Chairman of the Audit Committee is responsible for, among other things, (i) chairing all meetings of the Audit Committee; (ii) ensuring adherence to an annual review of the Audit Committee Charter; (iii) reviewing and submitting an appraisal of the Corporation’s independent auditors and internal auditing functions; (iv) ensuring the Audit Committee monitors the Corporation’s financial reporting process and internal control systems independently and objectively; (v) ensuring that procedures are in place to review the disclosure of the Corporation’s public financial information; and (vi) overseeing the Audit Committee’s participation in the accounting and financial reporting process and audits of the financial statements.

Chair of the Corporate Governance Committee

The Chair of the Corporate Governance Committee is Mr. Wilson. The Chairman of the Corporate Governance Committee is responsible for, among other things: (i) assessing the effectiveness of the Board and the Corporation’s governance; (ii) proposing new nominees for appointment to the Board and the Committee; and (iii) ensuring that adequate orientation and continuing education programs are in place for the benefit of the directors and the Corporation.

Chair of the Compensation Committee

The Chair of the Compensation Committee is Mr. Begeman. The Chairman of the Compensation Committee is responsible for, among other things: (i) providing a fair and competitive level of compensation; (ii) attracting, retaining and motivating its executives who are critical to the Corporation’s long-term success; (iii) rewarding performance, both on an individual basis and with respect to the business in general; and (iv) reinforcing the link between Shareholders’ interest and the compensation of the Corporation’s executives.

Chief Executive Officer

The CEO’s primary role is to take overall supervisory and managerial responsibility for the business and day-to-day operations of the Corporation. The CEO must also manage the Corporation with a view to achieving its goals and objectives as determined by the Board in the context of the Corporation’s strategic plan. The CEO is responsible for, among other things: (i) maintaining, developing and implementing the Corporation’s strategic plans; (ii) developing new strategic alliances to enhance Shareholder value; (iii) providing quality leadership to staff and other officers of the Corporation; (iv) ensuring communications between the Corporation and major Shareholders; (v) providing timely strategic, operational and reporting information to the Board; (vi) coordinating the preparation of an annual business plan; and (vii) taking responsibility for the administration of all of the Corporation’s sub-areas and administrative practices.

ORIENTATION AND CONTINUING EDUCATION

Generally, the Corporate Governance Committee is 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

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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. To facilitate ongoing education of the Corporation’s directors, the Corporate Governance Committee assists directors in familiarizing themselves with theCorporation’s business and operations, including the Corporation’s reporting structure, strategic plans, financial issues, risk issues and general legal compliance programs, as well as developments in the resource industry and regulatory landscape. The Corporate Governance Committee oversees ongoing education for all directors and periodically canvasses the directors to determine their training.Additionally, F&M hosted a director education seminar on December 11, 2014. Expert speakers from various backgrounds discussed a variety of topics with the directors in attendance, includingrepresentatives from Kingsdale, who presented on corporate governance matters, and SimpleLogic Inc., who presented on transparent disclosure regarding executive compensation. Messrs. Faught, Stein, Bharti, Hoffman, Pettigrew, Humphrey and Begeman attended this seminar. Further, Mr. Wilson has completed the Directors Education Program from the Rotman School of Business.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has the following three standing committees:

• Audit Committee;

• Corporate Governance Committee; and

• Compensation Committee.

All of the committees are comprised of directors who are independent of management and each of the committees report directly to the Board. From time to time, when appropriate, ad hoc committees of the Board may be appointed by the Board.

Additionally, the Corporation is currently considering the adoption and implementation of an Investment Decision Making Policy, pursuant to which a floating Investment Committee will be established to review and approve investment decisions to be made by the Corporation above a certain threshold.

AUDIT COMMITTEE

The purposes of the Audit Committee are 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.

The Corporation’s Audit Committee is comprised of three directors: Maurice Colson (Chair), John Begeman and Bernie Wilson, and each of the members is considered financially literate and independent, as required by applicable securities laws. The relevant education and experience of each committee member is described in “Information Concerning the Aberdeen Board – Aberdeen’s Nominees”.

The members of the Audit Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

External Auditor

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

Please see page 27 of the 2014 AIF for the fees paid to external auditors in 2014 and 2013. You can find more information about the audit committee in our 2014 AIF on SEDAR (www.sedar.com). The 2014 AIFincludes a copy of the Audit Committee Charter attached thereto as Schedule “A”.

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CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is comprised of Bernie Wilson (Chair), Maurice Colson, John Begeman and Ken Taylor, each of whom is an independent director. The relevant education and experience of each committee member is described in “Information Concerning the Aberdeen Board –Aberdeen’s Nominees”.

The Corporate Governance Committee’s responsibilities include periodically reviewing the charters of the Board and the committees of the Board including monitoring compliance with the Code; assisting the Chairman of the Board in carrying out his responsibilities; considering and, if thought fit, approving requests from directors for the engagement of independent counsel in appropriate circumstances; preparing and recommending to the Board a set of corporate governance guidelines, the Code and annually preparing and reviewing the Corporation’s Corporate Governance disclosure to be included in the Corporation’s management information circular; annually reviewing the Board’s relationship with management to ensure the Board is able to, and in fact does, function independently of management; facilitating ongoing director education; assisting the Board by identifying individuals qualified to become Board members and members of Board committees; leading the Board in its annual review of the Board’s performance; and assisting the Board in monitoring compliance by the Corporation with legal and regulatory requirements.

The members of the Corporate Governance Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

COMPENSATION COMMITTEE

The Compensation Committee is comprised of John Begeman (Chair), Maurice Colson, Ken Taylor and Bernie Wilson, each of whom is an independent director. The relevant education and experience of each committee member is described in “Information Concerning the Aberdeen Board – Aberdeen’s Nominees”.

The Compensation Committee is established by the Board to assist the Board in fulfilling itsresponsibilities relating to human resources and compensation issues and to establish a plan of continuity for executive officers and other members of senior management (collectively, “Executive Management”).The Compensation Committee ensures that the Corporation has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance of Executive Management of a quality and nature that will enhance the sustainable profitability and growth of the Corporation.

The Compensation Committee’s role is to review compensation philosophy and practices for the Corporation, which includes reviewing the compensation philosophy and practices (a) for Executive Management, for recommendation to the Board for its consideration and approval, and (b) relating to all employees, including annual salary and incentive policies and programs, and material new benefit programs, or material changes to existing benefit programs. It is the general compensation philosophy of the Corporation to provide a blend of base salaries, bonuses and an equity incentive component. See “Executive Compensation – Compensation Discussion and Analysis – Components of Compensation”and “Executive Compensation – Compensation Discussion and Analysis – Long-term Incentives and Options”.

Further to the responsibilities and powers of the Compensation Committee as described above and in “Executive Compensation – Compensation Discussion and Analysis – Compensation Governance”, the Compensation Committee has adopted the following process for determining the compensation for the Corporation’s directors and executive officers. On an annual basis, the Compensation Committee will review and make recommendations to the Board with respect to the Corporation’s compensation and benefit programs for Executive Management, including the President and the CEO. In determining the compensation for Executive Management, the Compensation Committee will take into consideration the peer group and mining industry comparison data, including the salaries paid to CEOs of other companies

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in the mining industry. In particular, the contribution of the President and the CEO towards the Corporation’s achievement of business goals and objectives for the previous financial year will form the basis for the Compensation Committee’s recommendations concerning bonus or other performance-based awards for the President and CEO. The Compensation will also review, on an annual basis, the compensation of the Board including an annual retainer, meeting fees, option grants and other benefits. As necessary, the Compensation Committee is also responsible for reviewing and making recommendations to the Board, in consultation with the President and the CEO, with respect to the implementation and variation of the Corporation’s management incentive-compensation and equity-compensation plans. The Compensation Committee oversees their administration and discharges any duties imposed on the Compensation Committee by such plans.

The members of the Compensation Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

For the financial year ended January 31, 2014, the objectives of the Corporation’s compensation strategy were to ensure that compensation for the individuals who were carrying out the role of the CEO, the Chief Financial Officer of the Corporation (“CFO”) and each of the three most highly compensated executive officers other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was individually more than $150,000 for that financial year (collectively, the “Named Executive Officers” or “NEOs”), is sufficiently attractive to recruit, retain and motivate high performing individuals to assist Aberdeen in achieving its goals. The Corporation attempts to ensure that compensation is also fair, balanced and linked to the performance of the Corporation and the individual NEO.

Compensation for the NEOs is composed primarily of three components: base fees, performance bonuses and stock based compensation. The determination of each component is based on informal discussions among the members of the Compensation Committee who may draw upon their experience and broad knowledge of industry standards and performance based on informal expectations and goals.In establishing the levels of base fees, the award of stock options and performance bonuses, the Corporation informally considers individual performance, responsibilities and length of service. Performance is broadly reviewed and includes achievement of the Corporation’s strategic objective of growth and the enhancement of Shareholder value through increases in the net asset value of its investments. Performance bonuses are considered from time to time on a discretionary basis, as discussed in further detail below. The compensation determination process is discretionary and is not based on formal benchmarks or formal and specific quantified measures, other than with respect to the bonus pool calculation set out below. See “Components of Compensation” below.

The Board does not have a pre-determined compensation plan, but rather reviews the performance of the NEOs and considers a variety of factors informally. The Board believes that the compensation paid to each NEO during the last fiscal year was commensurate with the NEO’s position, experience and performance.

During 2011, the Corporation implemented a bonus pool calculation policy for directors, officers and consultants of the Corporation, approved by the Compensation Committee and the Board. The bonus pool is calculated as 10% of the investment portfolio performance above the high water mark multiplied by an outstanding share adjustment based on audited results. The high water mark is determined as the greater of a) the value of the investment portfolio on January 31, 2011; or b) the greatest value of the investment portfolio in which a bonus was paid after January 31, 2011. The outstanding share adjustment is calculated as the Shares outstanding at the beginning of the period divided by the Shares outstanding at the end of the period. The investment portfolio is defined as the change in cash, investments at fair value, equity accounted investments and investment loans receivable. In addition, the Compensation Committee may, at its discretion, approve management bonuses for corporate achievements that may

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occur outside of the scope of the investment portfolio. 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. During the year ended January 31, 2014, the Corporation did not pay any bonuses to directors, officers, employees or consultants of the Corporation.

Executive Chairman Compensation

In his capacity as director and Executive Chairman, Mr. Bharti provides management of the Corporation with an advisory role relating to capital raising and strategic transactions, development of investment opportunities and relationship building with key investors, in addition to his contacts made through his extensive 30-year career in the areas of management team building, mergers, acquisitions, restructuring and financings. The services provided by Mr. Bharti are advisory in nature stemming from his specific expertise.

In addition, Mr. Bharti is the Executive Chairman of F&M, which is owned by a family member of Mr. Bharti. F&M provides services to the Corporation through a number of individuals, including administrative, financial and information technology. For completeness and for the purposes of providing full disclosure, the Summary Compensation Table factors into Mr. Bharti’s compensation the $25,000 monthly fee payable to F&M in accordance with the consulting agreement described under “Termination of Employment, Change in Responsibilities and Employment Contracts”, set out below. For clarity, this is not compensation paid directly to Mr. Bharti.

F&M provides various administrative, strategic and technical services to the Corporation as well as other Canadian public resource corporations through its team of geologists, mining engineers and financial professionals. The nature of the services provided includes assistance with strategic planning and development of business plans, development of capital markets strategy, assessment of strategic transactions, including business, technical and geological, and financial due diligence, fostering public and government relationships and fostering relationships with strategic investors and investment banks. The Corporation believes these services contribute to the success of the Corporation and its ability to procure strategic portfolio investments.

See “Termination of Employment, Change in Responsibilities and Employment Contracts” below for detailed information with respect to Mr. Bharti’s compensation.

The Board believes that the compensation paid to each NEO during the last fiscal year was commensurate with the NEO’s position, experience and performance.

Chief Executive Officer Compensation

The Compensation Committee:

(a) will periodically review the terms of reference for the Corporation’s President and CEO and recommend any changes to the Board for approval;

(b) will review corporate goals and objectives relevant to the compensation of the President and CEO and recommend them to the Board for approval; and

(c) reviews, and if appropriate recommends to the Board for approval, any agreements between the Corporation and the President and CEO, including protections in the event of a change of control or other special circumstances, as appropriate.

The components of the President and CEO’s compensation are the same as those that apply to the other senior executive officers of the Corporation, namely base salary, cash bonus and long-term incentives in the form of stock options.

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Risks Associated with Compensation

In light of the Corporation’s size and the balance between long-term objectives and short-term financial goals with respect to the Corporation’s executive compensation program, the Board does not deem it necessary to consider at this time the implications of the risks associated with its compensation policies and practices. However, the Corporation believes that its compensation policies alleviate risk by having a balance of short term (base salary and bonus payments) and long term (stock awards) compensation. The Compensation Committee will also evaluate the risks and make adjustments to the Corporation’s compensation policies as necessary.

Financial Instruments

The Corporation does not currently have a policy that restricts directors or NEOs from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held by the NEO or director. However, to the knowledge of the Corporation as of the date hereof, no director or NEO of the Corporation has participated in the purchase of such financial instruments.

Performance Graph

The following graph compares the yearly percentage change in the cumulative total Shareholder return for $100 invested in Shares on February 1, 2009 against the cumulative total Shareholder return of the S&P/TSX Composite Index and the S&P/TSX Gold Index for the five most recently completed financial years of the Corporation, assuming the reinvestment of all dividends.

Executive compensation does not directly tie to Shareholder value as depicted by the performance graph as a result of decisions made by the Board in light of the Corporation’s net investment gains and unrealized gains for the financial year ended January 31, 2011. At the year ended January 31, 2014, the Shareholders’ equity of the Corporation was approximately $0.54 per share while the closing price of the Corporation’s stock on the TSX at January 31, 2014 was $0.13. This represents a discount of approximately 76% between the Shareholders’ equity of the Corporation to its share price. Accordingly, compensation awarded by the Corporation has not had a direct relationship with trends in share price. The performance graph relates to the total cumulative Shareholder return. During the year ended January 31, 2014, the Corporation did not pay any cash bonuses or grant any stock options to any NEO, director, officer, consultant or employee of the Corporation.

0.00

50.00

100.00

150.00

200.00

250.00

300.00

350.00

400.00

450.00

500.00

Jan. 2009 Jan. 2010 Jan. 2011 Jan. 2012 Jan. 2013 Jan. 2014

Aberdeen International Inc.

S&P/TSX Composite Index

S&P/TSX Gold Index

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Jan. 2009

Jan. 2010

Jan. 2011

Jan. 2012

Jan. 2013

Jan. 2014

Aberdeen International Inc. 100.00 281.25 450.00 375.00 225.00 81.25S&P/TSX Composite Index 100.00 131.73 165.29 155.96 163.77 182.45S&P/TSX Gold Index 100.00 95.38 119.77 121.87 88.29 63.85

Components of Compensation

Base Fees

Salaries form an essential component of the Corporation’s compensation mix as they are the first base measure to remain competitive relative to industry compensation practices, are fixed and therefore not subject to uncertainty and can be used as the base to determine other elements of compensation and benefits. In determining the base salary of an executive officer, the Compensation Committee takes into account the recommendations from the President and CEO of the Corporation and may consider the particular responsibilities related to the position; what the Compensation Committee members believe is industry practice; the experience, expertise and level of the executive officer; his or her length of service; level of responsibilities; and his or her overall performance based on informal feedback. 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 NEO and the Corporation and is therefore heavily discretionary.

Bonus Payments

The purpose of the Corporation’s bonus program is to provide the NEOs with the opportunity to receive an annual cash incentive that is related to the progress of the Corporation and individual performance. Through informal discussions among management, as approved by the Compensation Committee and the Board, executive officers are eligible for annual cash bonuses. The Corporation is focused on the investment and management of small-cap companies in the resource sector. As a result, the Compensation Committee believes that financial incentives should relate to the accomplishment of a key milestone relating to the success of the Corporation’s investment portfolio, among other corporate developments. Executive officers are also eligible to receive a discretionary bonus based on the performance of the Corporation’s portfolio.

As described above, the Corporation implemented a bonus pool calculation policy for directors, officers and consultants of the Corporation, approved by the Compensation Committee and the Board. The bonus pool is calculated as 10% of the investment portfolio performance above the high water mark multiplied by an outstanding share adjustment based on audited results. The high water mark is determined as the greater of a) the value of the investment portfolio on January 31, 2011; or b) the greatest value of the investment portfolio in which a bonus was paid after January 31, 2011. The outstanding share adjustment is calculated as the Shares outstanding at the beginning of the period divided by shares outstanding at the end of the period. The investment portfolio is defined as the change in cash, investments at fair value, equity accounted investments and investment loans receivable. In addition, the Compensation Committee may, at its discretion, approve management bonuses for corporate achievements that may occur outside of the scope of the investment portfolio. During the year ended January 31, 2014, the Corporation did not pay any bonuses to any NEO, director, officer, consultant or employee of the Corporation.

Long-term Incentives and Options

Stock Option Awards

The Compensation Committee believes that granting stock options to key personnel encourages retention and more closely aligns the interests of Executive Management with the interests of Shareholders. As the investment of the Corporation’s financial resources into portfolio companies is central to its business, the inclusion of options in compensation packages allows the Corporation to compensate employees while

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not drawing on limited cash resources. The number of options to be granted is based on the relative contribution and involvement of the individual in question and consideration of previous option grants.

During the financial year ended January 31, 2014, the Corporation did not grant any stock options to any NEO, director, officer, consultant or employee of the Corporation. The Corporation has adopted a stock option plan (the “Stock Option Plan”). The Stock Option Plan was re-approved by the Shareholders at its last annual meeting held on June 26, 2014 and initially approved by the TSX at the time the Corporation graduated from the TSX Venture Exchange. The following is a summary of the terms of the Stock Option Plan, which is qualified in its entirety by the provisions of the Stock Option Plan.

• The number of options that may be granted may not exceed 10% of the number of issued and outstanding Shares at the time of the stock option grant, from time to time. The Stock Option Plan is considered to be an “evergreen plan” since the Shares covered by options which have been exercised shall be available for subsequent grants under the Stock Option Plan, and the number of options available to grant increases as the number of issued and outstanding Shares increase.

• Options are non-assignable and may be granted to employees, officers, directors and certain consultants of the Corporation and designated affiliates.

• Upon the termination of an optionholder’s engagement with the Corporation, the cancellation or early vesting of any stock option shall be in the discretion of the Board. In general, the Corporation expects that stock options will be cancelled 90 days following an optionholder’s termination from the Corporation.

• The aggregate number of Shares issuable pursuant to this Stock Option Plan and any other Share compensation arrangement (pre-existing or otherwise) to insiders of the Corporationshall not exceed 10% of the Shares outstanding at any time.

• The aggregate number of Shares issued upon exercise of the options granted pursuant to the Stock Option Plan and any other share compensation arrangement (pre-existing or otherwise) to insiders of the Corporation shall not exceed 10% of the Shares then outstanding.

• The periods within which options may be exercised and the number of Shares which may beissuable upon the exercise of options in any such period shall be determined by the Board at the time of granting the options provided, however, that all options must be exercisable during a period not extending beyond five years from the date of the option grant.

• In the event that the expiry of an option period falls within, or within two (2) days of, a trading blackout period imposed by the Corporation (the “Blackout Period”), the expiry date of such option period shall be automatically extended to the 10th business day following the end of the Blackout Period.

• The exercise price per option shall be determined by the Board at the time the option is granted, but, in any event, shall not be less than the closing price of the Shares on the TSX on the trading day immediately preceding the date of the grant of the option.

• Amendments to the Stock Option Plan require Shareholder approval, except in certain instances, including but not limited to the following: (i) amendments of a housekeeping nature; (ii) the addition of or a change to vesting provisions of a security or the Stock Option Plan; (iii) a change to the termination provisions of a security or the Stock Option Plan which does not entail an extension beyond the original expiry date; and (iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Stock Option Plan reserve.

• There is no 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.

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

In accordance with TSX policy, the Corporation is required to seek Shareholder approval for its Stock Option Plan every three years. See “Securities Authorized for Issuance under Equity Compensation Plans”.

Restricted Share Unit Incentive Plan and Deferred Share Unit Incentive Plan

Prior to the year ended January 31, 2013, the Board approved and authorized the creation of a Restricted Share Unit Incentive Plan (the “RSU Plan”) and a Deferred Share Unit Incentive Plan (the “DSU Plan”) (the RSU Plan and the DSU Plan, collectively the “Plans”). The RSU Plan provides for the issuance of units (“RSUs”) to acquire Shares by way of purchases of Shares by an independent trustee pursuant to a trust set up and funded by the Corporation. Each RSU entitles each participant to receive one Share, without payment of additional consideration, on the applicable vesting date without any further action on the part of the holder of the RSU.

The DSU Plan provides for the issuance of units (“DSUs”) by way of cash payments to each participants in an amount that represents the value of one Share for each DSU held on the date upon which the participant ceases to be a director of the Corporation.

The purpose of the Plans is to attract, retain and motivate individuals with the requisite training, experience and leadership to carry out key roles with the Corporation, to advance the interests of the Corporation by providing such individuals with appropriate compensation and to strengthen the alignment of the RSU and DSU holders’ interest with the interests of Shareholders.

Directors, officers and key management employees of the Corporation are eligible to participate in the Plans. The Plans are administered by the Board, which may determine from time to time, after considering recommendations of the Compensation Committee, the number and timing of RSUs and/or DSUs to be awarded and the applicable vesting criteria, provided that the vesting period does not exceed three years. The value of a RSU and a DSU is based on the trading price of the Shares.

During the year ended January 31, 2014, the Corporation granted an aggregate of 9,100,000 RSUs, of which an aggregate of 6,066,671 RSUs vested in two installments to certain directors, officers and employees of the Corporation. In addition, the Corporation granted an aggregate of 600,000 DSUs to certain independent board members of the Corporation.

Compensation Governance

The Compensation Committee is established by the Board to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues. The Compensation Committee is governed by a Compensation Committee Charter, which was adopted by the Board on December 8, 2014. According to the Compensation Committee Charter, the purpose of the Compensation Committee is to carry out the Board’s responsibility for (i) executive compensation; (ii) management development and succession; (iii) Board compensation; and (iv) other compensation and benefit programs. The responsibilities, powers and operation of the Compensation Committee include, among others:

• Reviewing and making recommendations to the Board, on an annual basis, the Corporation’s overall compensation and benefits philosophies and programs relevant to Executive Management;

• Evaluating peer group and other mining industry compensation data as part of its review process on executive compensation;

• Reviewing and making recommendations to the Board on the compensation of the Board that adequately reflect the responsibilities of the Board;

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• Reviewing and making recommendations to the Board with respect to the implementation or variation of the Corporation’s management incentive-compensation and equity-compensationplans;

• Preparing the Compensation Committee’s annual report on executive compensation for inclusion in the Corporation’s annual information circular, in accordance with applicable securities laws; and

• Annually reviewing and conducting revisions to the Compensation Committee Charter as necessary, with the approval of the Board.

See “Committees of the Board of Directors – Compensation Committee” for information relating to the composition of the Compensation Committee and the relevant skills and experience that enable the committee to make decisions on the Corporation’s compensation policies and practices.

Compensation Consultants and Advisors

No compensation consultants or advisors were retained by the Corporation during the financial year ended January 31, 2014.

2014 EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation paid during the three financial years ended January 31, 2014, 2013 and 2012 in respect of the NEOs.

Name and principal position

Year Ended Salary

($)(1)

Share awards

($)(2)

Option awards

($)(3)

Non-equity incentive plan compensation

($)

All other compensation

($)(5)

Total compensation

($)

Annual incentive plans(4)

Long-term incentive

plans

Stan BhartiExecutive Chairman

2014 300,000 275,000 NIL NIL NIL NIL 575,0002013 300,000 NIL 97,000 1,060,000 NIL NIL 1,457,0002012 265,000 NIL 64,938 1,500,000 NIL NIL 1,829,938

George FaughtVice Executive Chairman

2014 250,000 200,000 NIL NIL NIL NIL 450,0002013 250,000 NIL 97,000 1,310,000 NIL NIL 1,657,0002012 250,000 NIL 64,938 1,500,000 NIL NIL 1,814,938

David SteinPresident andCEO

2014 300,000 225,000 NIL NIL NIL NIL 525,0002013 275,000 NIL 169,750 810,000 NIL NIL 1,254,7502012 240,000 NIL 64,938 2,000,000 NIL NIL 2,304,938

Ryan PtolemyChief FinancialOfficer and Corporate Secretary

2014 20,000 20,000 NIL NIL NIL NIL 40,0002013 20,000 NIL 9,700 60,000 NIL NIL 89,7002012 20,000 NIL 51,950 NIL NIL NIL 71,950

Richard BishopVice President, Investments

2014 210,000 50,000 NIL NIL NIL NIL 260,0002013 199,560 NIL 27,862 50,000 NIL NIL 277,4222012 123,294 NIL 59,137 40,000 NIL NIL 222,431

Notes: (1) Compensation paid as consulting fees under the independent contractor agreements with the Named Executive Officers as described

under the heading “Termination of Employment, Change in Responsibilities and Employment Contracts” of this Circular.(2) The figures shown reflect the grant day fair value of RSUs approved by the Compensation Committee for the specific years as at the date

of grant. For the July 1, 2013 RSU grants, the last trading day preceding the date of grant is the grant date fair value. Grant day fair value is determined by multiplying the number of RSUs by the closing price of the Shares on the TSX on the day preceding the grant date.

(3) The value ascribed to option grants represents non-cash consideration and has been estimated using the Black-Scholes Model, as at the date of grant, using the following assumptions and estimates: (i) for the 2013 options, volatility of 66%, risk-free rate of 1.21%, expected life of 5 years and expected dividend yield of 3%; and (ii) for the 2012 options, volatility of 70%, risk-free rate of 2.65%, expected life of 5 years, and expected dividend yield of 3%.

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(4) Compensation received in the form of discretionary performance based bonuses in accordance with the bonus compensation policy of the Corporation as described under the heading “Compensation Discussion and Analysis” set out above.

(5) Other benefits did not exceed the lesser of $50,000 and 10% of the total annual compensation for the Named Executive Officer.(6) Executive officers who also act as directors of the Corporation do not receive any additional compensation for services rendered in their

capacity as directors.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each Named Executive Officer outstanding as of January 31, 2014:

Outstanding Share-Based Awards and Option-Based Awards

Option-based Awards Share-based Awards

Name

Number of securities underlying

unexercised options (#)

Option exercise price ($)

Option expiration date

Value of unexercisedin-the-money options ($)(1)

Number of shares or units of

shares that have not vested (#)

Market or payout value of

share-basedawards that

have not vested ($)(2)

Market or payout value of vested

share-based awards not paid

out or distributed


925,000300,000 at $0.43125,000 at $0.87500,000 at $0.44

February 25, 2015April 20, 2016June 12, 2017

NILNILNIL

916,666 137,450 NIL


925,000 300,000 at $0.43125,000 at $0.87500,000 at $0.44


NILNILNIL

666,666 100,000 NIL

David Stein President & CEO

1,000,000 125,000 at $0.87875,000 at $0.44

April 20, 2016June 12, 2017

NILNILNIL

750,000 112,500 NIL

Ryan PtolemyCFO and Corporate Secretary

250,000100,000 at $0.64100,000 at $0.8750,000 at $0.44

November 30, 2015April 20, 2016June 12, 2017

NILNILNIL

66,666 10,000 NIL


300,000 200,000 at $0.79100,000 at $0.44

June 30, 2016June 12, 2017

NILNILNIL

166,667 25,000 NIL

Notes: (1) Based on the closing market price of $0.13 of the Shares on the TSX on January 31, 2014. These options have not been, and may never

be, exercised and actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise.(2) The amounts are based upon the grant date fair value as described in footnote 2 to the Summary Compensation Table for Named

Executive Officers.

Value on Pay-Out or Vesting of Incentive Plan Awards

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the financial year ended January 31, 2014:

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NameOption-based awards – Value vested during the year ($)(1)

Share-based awards – Value vested during the year ($)

Non-equity incentive plan compensation – Value earned

during the year ($)


18,000 N/A N/A


NIL N/A N/A

David SteinPresident andCEO

NIL N/A N/A

Ryan PtolemyCFO and Corporate Secretary

NIL N/A N/A


NIL N/A N/A

Notes:(1) None of the Named Executive Officers, other than Stan Bharti, exercised any options during the year ending January 31, 2014.

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES, AND EMPLOYMENT CONTRACTS

The following describes the respective consulting agreements entered into by the Corporation and the Named Executive Officers. Other than the Corporation’s agreement with F&M, which was most recently amended on November 14, 2014, the Corporation entered into employment agreements with management of the Corporation on July 31, 2013, as set out below, replacing each individual’s previously disclosed consulting agreements with the Corporation.

Stan Bharti, Executive Chairman

The Corporation entered into an independent contractor agreement with F&M, of which Mr. Bharti is the Executive Chair, for administrative and managerial services, dated August 1, 2005 and amended February 1, 2008, January 1, 2009, September 1, 2011 and November 14, 2014, pursuant to which F&M is entitled to compensation for the provision of such services of base fees of $25,000 per month. The term of this agreement is for a term of five years, commencing on September 1, 2011, but may be terminated at any time for just cause without notice and may be terminated for any reason by either party upon 90 days written notice to the other party, or upon a different period of time as may be mutually agreed upon.Additionally, in the event that there is a Change in Control (as defined below) of the Corporation, either the Corporation or F&M may terminate this agreement within one year from the date of such Change in Control upon making a lump sum termination payment to F&M equivalent to 36 months in base fees plus an amount that is equivalent to all cash bonuses paid to F&M in the 36 months prior to the Change in Control. The estimated incremental payments, payables and benefits that might be paid to F&M pursuant to this agreement in the event of termination without cause or after a Change in Control are as follows: (i) assuming such termination or Change in Control was effective as of January 31, 2014, $100,000 and $3,460,000, respectively; and (ii) assuming such termination or Change in Control was effective as of the date hereof, $100,000 and $1,960,000, respectively.

Additionally, the Corporation entered into a management agreement with Mr. Bharti, dated as of July 1, 2013, pursuant to which Mr. Bharti agreed to provide management services to the Corporation in the capacity of Executive Chairman. Pursuant to the terms of his employment agreement, Mr. Bharti is not entitled to receive any base fees but is entitled to participate in certain stock based compensation plans of

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the Corporation.

George Faught, Executive Vice-Chairman

The Corporation entered into a consulting contract with George Faught effective from November 1, 2005 (and subsequently amended on March 1, 2006 and February 1, 2008) pursuant to which Mr. Faught agreed to provide management services to the Corporation. On July 1, 2013, the Corporation entered into an employment agreement with Mr. Faught on the same terms as the previous consulting agreement, pursuant to which Mr. Faught agreed to provide management services to the Corporation in the capacity of Vice Executive Chairman. Mr. Faught is entitled to compensation for the provision of such services in the amount of $20,833 per month. In the event of termination, Mr. Faught is entitled to the equivalent of 12 months in base fees. Additionally, in the event that there is a Change of Control (as defined below) of the Corporation, either the Corporation or Mr. Faught may terminate this agreement within one year from the date of such Change in Control upon making a lump sum termination payment to Mr. Faught equivalent to 36 months in base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Faught in the 36 months prior to the Change in Control. The estimated incremental payments, payables and benefits that might be paid to Mr. Faught pursuant to this agreement in the event of termination without cause or after a Change in Control are as follows: (i) assuming such termination or Change in Control was effective as of January 31, 2014, approximately $250,000 and $3,560,000, respectively; and (ii) assuming such termination or Change in Control was effective as of the date hereof, approximately $250,000 and $2,060,000, respectively.

David Stein, President and CEO

The Corporation entered into a consulting agreement with David Stein on September 1, 2009, as amended on June 5, 2012, pursuant to which Mr. Stein agreed to provide management services to the Corporation in the capacity of President and CEO. On July 1, 2013, the Corporation entered into an employment agreement with Mr. Stein on the same terms as his previous consulting agreement. Mr. Stein is entitled to compensation for the provision of such services in the amount of $25,000 per month. In the event of termination, Mr. Stein is entitled to the equivalent of 12 months base fees. Additionally, in the event of Change of Control, either the Corporation or Mr. Stein may terminate this agreement within one year from the date of such Change of Control upon making a lump sum termination payment to Mr. Stein that is equivalent to 36 months base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Stein in the 36 months prior to the Change of Control. The estimated incremental payments, payables and benefits that might be paid to Mr. Stein pursuant to this agreement in the event of termination without cause or after a Change in Control are as follows: (i) assuming such termination or Change in Controlwas effective as of January 31, 2014, approximately $300,000 and $3,710,000, respectively; and (ii) assuming such termination or Change in Control was effective as of the date hereof, approximately $300,000 and $1,710,000, respectively.

Ryan Ptolemy, CFO and Corporate Secretary

The Corporation entered into a consulting agreement with Ryan Ptolemy effective October 7, 2010 pursuant to which Mr. Ptolemy agreed to provide management services to the Corporation in his capacity as Chief Financial Officer of the Corporation. On July 1, 2013, the Corporation entered into an employment agreement with Mr. Ptolemy which replaced his previous consulting agreement as Chief Financial Officer and Corporate Secretary of the Corporation. Previously, on December 13, 2010, Mr. Ptolemy was appointed as the Corporate Secretary. Mr. Ptolemy is entitled to compensation for the provision of such services in the amount of $1,666.67 per month. In the event of termination without cause, Mr. Ptolemy is entitled to receive the equivalent of 12 months in base fees. Additionally, in the event of a Change of Control of the Corporation, either the Corporation or Mr. Ptolemy may terminate the agreement within one year from the date of such Change in Control upon making a lump sum termination payment to Mr. Ptolemy equivalent to 24 months base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Ptolemy in the 24 months prior to the Change of Control. The estimated incremental payments, payables and benefits that might be paid to Mr. Ptolemy pursuant to this agreement in the event of termination without cause or after a Change in Control are as follows: (i) assuming such

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termination or Change in Control was effective as of January 31, 2014, approximately $20,000 and $100,000, respectively; and (ii) assuming such termination or Change in Control was effective as of the date hereof, approximately $20,000 and $40,000, respectively.

Richard Bishop, VP Investments

The Corporation entered into a consulting agreement with Richard Bishop effective June 13, 2011, as amended June 5, 2012, pursuant to which Mr. Bishop agreed to provide consulting services to the Corporation as Vice President, Investments. On July 1, 2013 the Corporation entered into an employment agreement with Mr. Bishop, which replaced his previous consulting agreement, pursuant to which Mr. Bishop agreed to provide management services to the Corporation in the capacity of Vice President, Investments. Mr. Bishop is entitled to compensation for the provision of such services in the amount of $17,500 per month. In the event of termination not for cause, Mr. Bishop is entitled to receive the equivalent of 12 months base fees in a lump sum payment. Mr. Bishop may be terminated for cause at any time. In the event of a Change of Control of the Corporation, either the Corporation or Mr. Bishop may terminate the agreement within one year from the date of such Change of Control upon making a lump sum termination payment to Mr. Bishop which is equivalent to 24 months base fees, plus an amount equivalent to all cash bonuses paid to Mr. Bishop in the 24 months prior to the Change of Control. The estimated incremental payments, payables and benefits that might be paid to Mr. Bishop pursuant to this agreement in the event of termination without cause or after a Change in Control are as follows: (i) assuming such termination or Change in Control was effective as of January 31, 2014, approximately $210,000 and $470,000, respectively; and (ii) assuming such termination or Change in Control was effective as of the date hereof, approximately $210,000 and $420,000, respectively.

“Change in Control” is defined as:

(1) the acquisition, directly or indirectly, by any person (person being defined as an individual, a corporation, a partnership, an unincorporated association or organization, a trust, a government or department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual and an associate or affiliate of any thereof as such terms are defined in the Canada Business Corporations Act) or group of persons acting jointly or in concert, as such terms are defined in the Securities Act (Ontario) of: (A) shares or rights or options to acquire shares of the Corporation or securities which are convertible into shares of the Corporation or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast at a meeting of the shareholders of the Corporation; (B) shares or rights or options to acquire shares, or their equivalent, of any material subsidiary of the Corporation or securities which are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast a meeting of the shareholders of the material subsidiary; or (C) other than in the ordinary course of business of the Corporation, more than 30% of the material assets of the Corporation, including the acquisition of more than 30% of the material assets of any material subsidiary of the Corporation; or

(2) as a result of or in connection with: (A) a contested election of directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to the Corporation’s board of directors do not constitute a majority of the Corporation’s board of directors.

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Summary of Termination Payments

The estimated incremental payments, payables and benefits that might be paid to the Named Executive Officers pursuant to the above noted agreements in the event of termination without cause or after a Change in Control (assuming such termination or Change in Control is effective as of January 31, 2014) are detailed below:

Named Executive Officer Termination not for Cause ($)

Termination on a Change in Control ($)

George FaughtSalary and Quantified Benefits 250,000 750,000Bonus - 2,810,000Total 250,000 3,560,000

David SteinSalary and Quantified Benefits 300,000 900,000Bonus - 2,810,000Total 300,000 3,710,000

Forbes & Manhattan Inc.Salary and Quantified Benefits 100,000 900,000Bonus - 2,560,000Total 100,000 3,460,000

Ryan PtolemySalary and Quantified Benefits 20,000 40,000Bonus - 60,000Total 20,000 100,000

Richard BishopSalary and Quantified Benefits 210,000 420,000Bonus - 50,000Total 210,000 470,000

TOTAL 880,000 11,300,000

As the Corporation did not pay any bonuses to directors, officers, management, employees or consultants of the Corporation during 2014, the estimated incremental payments, payables and benefits that might be paid to the Named Executive Officers pursuant to the above noted agreements in the event of termination without cause or after a Change in Control (assuming such termination or Change in Control is effective as January 1, 2015) are detailed below:

Named Executive Officer Termination not for Cause ($)

Termination on a Change in Control ($)

George FaughtSalary and Quantified Benefits 250,000 750,000Bonus - 1,310,000Total 250,000 2,060,000

David SteinSalary and Quantified Benefits 300,000 900,000Bonus - 810,000Total 300,000 1,710,000

Forbes & Manhattan Inc.Salary and Quantified Benefits 100,000 900,000Bonus - 1,060,000Total 100,000 1,960,000

Ryan PtolemySalary and Quantified Benefits 20,000 40,000Bonus - 0Total 20,000 40,000

Richard BishopSalary and Quantified Benefits 210,000 420,000Bonus - 0Total 210,000 420,000

TOTAL 880,000 6,190,000

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DIRECTOR COMPENSATION

Compensation of directors for the financial year ended January 31, 2014 was determined on a case-by-case basis with reference to the role that each director provided to the Corporation. The following information details compensation paid in the recently completed financial year.

Directors may also receive discretionary cash bonuses from time to time, which the Corporation awards to directors for serving in their capacity as a member of the Board. None of the directors were awarded cash bonuses during the year ended January 31, 2014.

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 with the exception of the calculation of the bonus pool as it relates to performance bonuses, as set out under the heading “Compensation Discussion & Analysis”.

In addition, as a director, directors are entitled to participate in the Stock Option Plan, the RSU Plan andDSU Plan, as applicable, which are designed to give each holder an interest in preserving and maximizing Shareholder value in the longer term. Individual grants are determined by 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.

Executive officers who also act as directors of the Corporation do not receive any additional compensation for services rendered in their capacity as directors.

During the financial year ended January 31, 2014, directors were granted the fees in their capacity as directors of the Corporation as is set out in the table below. Note that disclosure regarding the compensation of Messrs. Stan Bharti, George Faught and David Stein can be found above under the heading “2014 Executive Compensation – Summary Compensation Table”. The directors, other than Messrs. George Faught, David Stein and Stan Bharti, received their compensation exclusively in their capacity as directors.

In 2011, the Corporation adopted a non-executive independent director fee compensation plan. Pursuant to this compensation plan, non-executive independent directors are entitled to receive $5,000 in directors’fees per quarter ($20,000 per annum). In addition, the Chairs of the Corporate Governance Committee and the Compensation Committees are each entitled to receive a $2,500 fee per annum, and the Audit Committee Chair is entitled to an additional $5,000 fee per annum.

Director Summary Compensation Table

NameFees

earned ($)

Share awards

($)(1)Option awards

($)(2)


($)(3)All other

compensation ($)(4) Total ($)

Michael Hoffman(5) 63,125 53,333 NIL NIL NIL 116,458

Jean-Guy Lambert(6) 10,000 34,000 NIL NIL NIL 44,000

Pierre Pettigrew, PC(5) 22,500 N/A NIL NIL NIL 22,500

Bernard Wilson, FCA 25,000 N/A NIL NIL NIL 25,000

Bruce Humphrey(5)(6) 11,042 N/A NIL NIL NIL 11,042

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NameFees

earned ($)

Share awards

($)(1)Option awards

($)(2)


($)(3)All other

compensation ($)(4) Total ($)

TOTALS 131,667 87,333 NIL NIL NIL 219,000

Notes:(1) The figures shown reflect the grant day fair value of RSUs approved by the Compensation Committee for the specific years. For the

November 1, 2013 RSU grant, the last trading day preceding the date of grant is used. Grant day fair value is determined by multiplying the number of RSUs by the closing price of the Shares on the TSX on the day preceding the grant date.

(2) The dollar value ascribed to option grants represents non-cash consideration and has been estimated using the Black Scholes Model, as at the date of grant, using the following assumptions and estimates: (i) for the 2013 options, volatility of 66%, risk-free rate of 1.21%, expected life of 5 years and expected dividend yield of 3%; and (ii) for the 2012 options, volatility of 70%, risk-free rate of 2.65%, expected life of 5 years, and expected dividend yield of 3%.

(3) Compensation received in the form of discretionary performance based bonuses accrued in accordance with the bonus compensation policy as described in further detail under the heading “Compensation Discussion and Analysis” set out above. No cash bonuses were awarded to directors for the year ended January 31, 2014.

(4) Other benefits did not exceed the lesser of $50,000 and 10% of the total annual compensation for the named director.(5) Effective January 1, 2015, Messrs. John Begeman, Maurice Colson, and Ken Taylor were appointed to the Board, replacing Messrs.

Michael Hoffman, Bruce Humphrey and Honourable Pierre Pettigrew, P.C.(6) On July 18, 2013, Mr. Lambert resigned as a director of the Corporation and Mr. Humphrey was appointed to the Board. Mr. Lambert

received $34,000 as a cash payment from 200,000 DSUs that vested upon retirement from the board.

INCENTIVE PLAN AWARDS

The following table provides information regarding the incentive plan awards for each director outstanding as of January 31, 2014, other than Messrs. Bharti, Faught and Stein, whose compensation was included above under the heading “2014 Executive Compensation – Summary Compensation Table”.

Outstanding Share-Based Awards and Option-Based Awards

Option-based Awards Share-based Awards

Name

Number of securities underlying

unexercised options (#)

Option exercise price ($)

Option expiration date

Value of unexercisedin-the-money options ($)(1)

Number of shares or units of shares that

have not vested (#)

Market or payout value of

share-basedawards that

have not vested ($)(2)

Market or payout value of vested share-based awards not paid out or distributed ($)

Michael Hoffman(3) 185,000 100,000 at $0.43

35,000 at $0.8750,000 at $0.44


NILNILNIL

166,666 26,667 N/A

Jean-Guy Lambert(4)

185,000100,000 at $0.6435,000 at $0.8750,000 at $0.44

November 30, 2015

April 20, 2016June 12, 2017

NILNILNIL

NIL NIL N/A

Pierre Pettigrew, P.C. (3)

185,000100,000 at $0.4335,000 at $0.8750,000 at $0.44


NILNILNIL

NIL 26,000 N/A

Bernard Wilson, FCA 185,000

100,000 at $0.4335,000 at $0.8750,000 at $0.44


NILNILNIL

NIL 26,000 N/A

Bruce Humphrey(3)(4) 100,000 100,000 at $0.43 February 25, 2015 NIL NIL 26,000 N/A

Notes: (1) Based on the closing market price of $0.13 of the Shares on the TSX on January 31, 2014. These options have not been, and may never

be, exercised and actual gains, if any, on exercise will depend on the value of the Shares on the date of exercise.(2) The amounts are based upon the grant date fair value as described in footnote 2 to the Summary Compensation Table for Named

Executive Officers on page 67 of this Circular.(3) Effective January 1, 2015, Messrs. John Begeman, Maurice Colson, and Ken Taylor were appointed to the Board, replacing Messrs.

Michael Hoffman, Bruce Humphrey and Honourable Pierre Pettigrew, P.C.(4) On July 18, 2013, Mr. Lambert resigned as a director of the Corporation and Mr. Humphrey was appointed to the Board. Mr. Lambert

received $34,000 upon his resignation representing the value of 200,000 DSUs that vested upon his retirement from the Board.

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Value on Pay-Out or Vesting of Incentive Plan Awards

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the financial year ended January 31, 2014.

NameOption-based awards – Value vested during the year ($)(1)

Share-based awards – Value vested during the year ($)

Non-equity incentive plan compensation – Value earned

during the year ($)

Michael Hoffman(2) 1,000 N/A N/A

Jean-Guy Lambert(3) NIL N/A 34,000

Pierre Pettigrew, P.C.(2) NIL N/A N/A

Bernard Wilson, FCA NIL N/A N/A

Bruce Humphrey(2)(3) NIL N/A N/ANotes:

(1) Based on the closing market price of $0.13 of the Shares on the TSX on January 31, 2014. None of the directors, other than Michael Hoffman, exercised any options during the year ended January 31, 2014.

(2) Effective January 1, 2015, Messrs. John Begeman, Maurice Colson, and Ken Taylor were appointed to the Board, replacing Messrs. Michael Hoffman, Bruce Humphrey and Honourable Pierre Pettigrew, P.C.

(3) On July 18, 2013, Mr. Lambert resigned as a director of the Corporation and Mr. Humphrey was appointed to the Board. Mr. Lambert received $34,000 upon his resignation representing the value of 200,000 DSUs that vested upon his retirement from the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The table below sets out the outstanding options under the Stock Option Plan, being one of the Corporation’s compensation plans under which Shares are authorized for issuance, as of January 31, 2014.

Number of securities to be issued upon

exercise of outstanding options, warrants and rights

Weighted-average exercise price of

outstanding options, warrants and rights

Number of securities remaining available under

equity compensation plans (excluding

securities reflected in column (a))

Plan Category (a) (b) (c)Equity compensation plans approved by security holders

4,907,500 0.53 3,827,442

Equity compensation plans not approved by security holders

N/A N/A N/A

TOTAL 4,907,500 0.53 3,827,442

See “Executive Compensation – Compensation Discussion and Analysis – Long-term Incentives and Options”.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Circular, and during the financial year ended January 31, 2014, no current or former director or executive officer of the Corporation or Aberdeen’s Nominee (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) the Corporation or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended January 31, 2014, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED ON

To the knowledge of the Corporation, no person who has been a director or executive officer of the Corporation at any time since the beginning of its last completed financial year, no Aberdeen’s Nominee

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nor any associate or affiliate of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities of otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than in respect of the election of directors, no informed person (as such term is defined under applicable securities laws) of the Corporation or Aberdeen’s Nominee (and each of their associates or affiliates) has had any direct or indirect material interest in any transaction involving the Corporation since February 1, 2013 or in any proposed transaction that has materially affected or would materially affect the Corporation or its subsidiaries other than as disclosed herein.

MANAGEMENT CONTRACTS

Other than as described herein, management services for the Corporation are not, to any material degree, performed by persons other than the executive officers of the Corporation.

DIRECTORS’ AND OFFICERS’ INSURANCE

The Corporation maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The Corporation has purchased in respect of directors and officers an aggregate of $5,000,000 in coverage. The approximate amount of premiums paid by the Corporation during the financial year ended January 31, 2014 in respect of such insurance was $19,440.

ADDITIONAL 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 comparative annual financial statements and related management’s discussion and analysis for the financial year ended January 31, 2014, which can be found under the profile of the Corporation on SEDAR. Shareholders may also request these documents from the Corporate Secretary of the Corporation by email at [email protected] or by telephone at (416) 861-5882.

AUDITORS

McGovern Hurley Cunningham LLP, Chartered Accountants, have been the auditors of the Corporation since March 7, 2006.

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DIRECTORS’ APPROVAL

The contents of this Circular and its sending to Shareholders have been approved by the Board. A copy of this Circular has been sent to each director, each Shareholder entitled to notice of the Meeting and the auditors of the Corporation.

By Order of the Board of Directors

“Bernie Wilson”

Bernie WilsonLead Director

Toronto, OntarioJanuary 1, 2015

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If you have any questions or need assistance completing your BLUE proxy or voting instruction form, please call Kingsdale Shareholder Services at 1-866-851-9601 or email [email protected]

SCHEDULE “A”CHARTER OF THE BOARD OF DIRECTORS

I. GENERAL

The Board of Directors of Aberdeen International Inc. (the “Company”) is responsible for the stewardship and the general supervision of the management of the business and for acting in the best interests of the Company and its shareholders. The Board will discharge its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. In addition, the Board may from time to time, appoint such additional committees as it deems necessary and appropriate in order to discharge its duties, including but not limited to an Investment Committee, as constituted from time to time. Each committee shall have its own charter. The Board shall meet regularly, but not less than once each quarter, to review the business operations, corporate governance and financial results of the Company. Meetings of the Board of Directors will also include regular meetings (not less than once annually) of the independent members of the Board without management being present.

II. COMPOSITION

The Board of Directors shall be constituted at all times of a majority of “independent directors” within the meaning of National Policy 58-201 Corporate Governance Guidelines. Pursuant to Canadian corporate governance guidelines (except in respect of British Columbia), in order to be considered “independent”, directors shall have no direct or indirect material relationship with the Company. In British Columbia, a director shall be considered independent unless a reasonable person with knowledge of all relevant circumstances would conclude that the director is in fact not independent of management or of any significant shareholder.

III. RESPONSIBILITIES

The Board of Directors’ mandate is the stewardship of the Company and its responsibilities include, without limitation to its general mandate, the following specific responsibilities:

• The assignment to the various committees of directors the general responsibility for developing the Company’s approach to: (i) corporate governance and nomination of directors; (ii) financial reporting and internal controls; and (iii) compensation of officers and senior employees.

• With the assistance of the Corporate Governance Committee:

- Reviewing the composition of the Board and ensuring it respects its independence criteria.

- Satisfying itself as to the integrity of the Chief Executive Officer and other senior officers and that such officers create a culture of integrity throughout the organization.

- The assessment, at least annually, of the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors, including, consideration of the appropriate size of the Board.

- Ensuring that an appropriate review selection process for new nominees to the Board is in place.

- Ensuring that an appropriate orientation and education program for new members of the Board is in place.

- Approving and revising from time to time as circumstances warrant a corporate disclosure and communications policy to address communications with shareholders, employees,

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financial analysts, governments and regulatory authorities, the media and communities in which the business of the Company is conducted.

• With the assistance of the Audit Committee:

- Ensuring the integrity of the Company’s internal controls and management information systems.

- Ensuring the Company’s ethical behaviour and compliance with laws and regulations, audit and accounting principles and the Company’s own governing documents.

- Identifying the principal risks of the Company’s business and ensuring that appropriate systems are in place to manage these risks.

- Reviewing and approving significant operational and financial matters and the provision of direction to management on these matters.

- As required and agreed upon, providing assistance to shareholders concerning the integrity of the Company’s reported financial performance.

• With the assistance of the Compensation Committee and the Chief Executive Officer, the approval of the compensation of the senior management team.

• With the assistance of the Investment Committee, as constituted from time to time, once established and implemented, reviewing and considering certain investment decisions to be made by the Company above certain thresholds and reviewing and considering possible conflicts of interest.

• Succession planning including the selection, training, appointment, monitoring evaluation and, if necessary, the replacement of the senior management to ensure management succession.

• The adoption of a strategic planning process, approval at least annually of a strategic plan that takes into account business opportunities and business risks identified by the Board and/or the Audit Committee and monitoring performance against such plans.

• The review and approval of corporate objectives and goals applicable to the Company’s senior management.

• Enhancing congruence between shareholder expectations, Company plans and management performance.

• Reviewing with senior management material transactions outside the ordinary course of business and such other major corporate matters which require Board approval including the payment of dividends, the issue, purchase and redemption of securities, acquisitions and dispositions of material assets and material capital expenditures and approving such decisions as they arise.

• Retaining outside financial, legal or other advisors to the Company at the expense of theCompany.

• Performing such other functions as prescribed by law or assigned to the Board in the Company’s constating documents and by-laws.

Dated: January 2015

If you have any questions or need assistance completing your BLUE proxy or voting instruction form, please call Kingsdale Shareholder Services at 1-866-851-9601 or email [email protected]

SCHEDULE “B”BIOGRAPHIES OF DISSIDENTS’ NOMINEES

Ken Daraie (56, Wyoming, USA) is a highly-respected executive and businessman having founded, managed and divested a number of oil and gas exploration and production, service and midstream companies in Wyoming. Mr. Daraie is a founding member of Mizzen Energy, LLC, engaged in horizontal drilling of oil and gas assets in Kansas, and continues as President of Continental Industries, LLC, an oil and gas services company in Wyoming. Previously Mr. Daraie served as the Vice President of Wold Oil Properties, Inc. and had a four-year appointment from 2007 to 2011 as the Executive Director of the Wyoming School Facilities Commission where he oversaw creation of systems and processes necessary for deployment of over $1 billion in capital construction funds in the state. From 2001 to 2005, Mr. Daraie founded and served as President of Continental Industries, LC, a vertically integrated oil and gas company based in Wyoming. He previously held various engineering positions with Sun Exploration and Production Co and Conoco, Inc. He has served on the Casper City Council, the Double Eagle Petroleum Inc. Board of Directors, as Chairman of the Board of Lucas Energy Inc. until October 2014, and as the Chairman of the Natrona County School District Board of Trustees. Mr. Daraie is a graduate of Baylor University, and the University of Texas in Austin, with degrees in Physics and Petroleum Engineering.

Andrew Green (61, California, USA) is currently a strategic advisor to the clients of the Jackson Hole Group, a consulting firm that serves Boards of Directors and senior management teams of companies across a spectrum of industries on key organizational and business issues to drive improvements in business results and shareholder value. Prior to joining the Jackson Hole Group, Andrew was a Partner and Vice President of the management consulting firm A.T. Kearney until December, 2012, working with executive teams across a spectrum of industries. In addition to working with his clients, Andrew served on the firm’s North American Management Committee and led the firm’s North American Strategy & Organization practice. In the course of his career, Andrew has also held executive operating positions. As CEO of Horizon Propane, he led the company through a successful turnaround during a Chapter 11 re-organization. As President and Publisher of TechCom, Inc., Andrew positioned the firm to realize sales growth and margin improvement and managed the successful sale of the company to a strategic buyer. Andrew has served on multiple non-profit boards including the California Arts Council, the Women’s Initiative for Self-Employment, the Museum of Contemporary Art-Cleveland and the Center for Families and Children. At the Women’s Initiative, MoCA-Cleveland and CFC, he chaired the strategic planning committee. He is a volunteer mentor to start-ups participating in the Clean Tech Open and was named 2014 Specialist Mentor of the Year for the CTO’s Western Region. Andrew earned a Bachelor of Arts degree from Brown University and a Master of Business Administration degree from the Harvard Business School.

Ryan J. Morris (30, California, USA) is the President of Meson Capital Partners, LLC, a San Francisco-based investment partnership, which he founded in February 2009. Since April 2012, Mr. Morris has been Chairman of the Board of InfuSystem Holdings, Inc. and he served as Chairman of the Board of Lucas Energy, Inc. from December 2012 through November 2013.

Since December 2013 Mr. Morris has served as a director of Sevcon, Inc. From June 2011 through July 2012, Mr. Morris served as a member of the equity committee responsible for maximizing value to the stockholders of HearUSA, Inc. Prior to founding Meson Capital Partners, LLC, in July 2008 he co-founded VideoNote LLC, a profitable educational software company with customers including Cornell University and The World Bank. Mr. Morris has a Bachelor’s of Science and Masters of Engineering degree in Operations Research & Information Engineering from Cornell University. Mr. Morris holds the Chartered Financial Analyst designation and has completed the Canadian Securities Course.

Michael Kahan (41, New York, USA) is a private equity investor and the founding partner at North Peak Capital. He is an investor in Dental One Partners, a 160 unit, dental practice management company, and is on the Board. He is also on the Boards of Printronix Inc. and Venture for America. Prior to North Peak, Michael was a Director at Onex Corporation. Michael began his career at McKinsey & Co. Michael received an AB in Economics magna cum laude, from Harvard, and an MBA from Harvard Business School.

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Joseph Lee Grant Matheson (33, Ontario, Canada) is a co-founder and Managing Partner of Broadview Capital Management Inc., an investment management firm that invests in inefficiently-priced North American securities. Prior to founding Broadview in 2009 Mr. Matheson was a securities analyst with KJ Harrison & Partners from 2006 to 2008 and a securities analyst with AIC Investment Services from 2003 to 2006. Mr. Matheson presently holds public company board positions at RDM Corp. and Medworxx Solutions Inc. Mr. Matheson holds the Canadian Investment Manager (CIM) and Chartered Financial Analyst (CFA) designations.

Akbar Mohamed (40, Texas, USA) is an entrepreneur and founder of numerous successful companies. He is currently the President of Prime Communications, the largest national retailer of wireless devices and accessories for AT&T. As the President, Mr. Mohamed oversees the company’s sales leadership team consisting of over 1,500 employees at more than 375 retail locations. Mr. Mohamed has founded several other companies inducing GamesPlus, Prepaid Works, and Wireless Works. Additionally, Mr. Mohamed operates the largest Rogers’ Wireless authorized retailer with approximately 50 real stores in Canada. He is an active investor with interests in hotels, private equity, and venture capital funds. Previously, Mr. Mohamed was a professional at Hicks Muse, a private equity firm in Dallas from 1998-2000, and as a Merger & Acquisition professional at Goldman Sachs, a global investment bank in New York from 1996-1998. Mr. Mohamed serves on the Aga Khan Economic Planning Board as a national member and previously was Chairman of Nizari Credit Union. Mr. Mohamed holds a Bachelor of Science degree in Accounting, summa cum laude, from the University of Illinois and is a Certified Public Accountant.

Mark Piotrowski (37, Ontario, Canada) is a private investor. From 2004-2014 he held the position of Director with CAI Private Equity, a North American middle-market private equity fund. Mr. Piotrowski brings over 12 years of principal investing experience and led CAI’s Toronto office, focusing on sourcing and executing investments in eastern Canada and across the United States. He has also served as a director of Plastube Inc., The Schmeelk Canada Foundation and Country Style Food Services, Inc. Prior to CAI, Mark started his career in investment banking with BMO Nesbitt Burns followed by his move into private equity with BMO Equity Partners. Mr. Piotrowski holds a Bachelor of Commerce degree from the University of Manitoba and received his CFA Charter in 2002.


QUESTIONS AND FURTHER ASSISTANCE

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