Falco Resources Ltd.

2021 ESG Report

Published on January 16, 2023

Falco has prioritized ESG factors to define its mission and has adopted an inspiring vision firmly rooted in its values:
- Mission: Our way of being a miner : Building a lasting legacy every day, through every action we take.
- Vision : Falco’s innovative, scalable and transparent approach, rooted in current and future issues, is a model and a source of pride for its employees, its community and its peers.
- Values: Falco advocates values such as transparency, integrity, determination and audacity.

Disclaimer and Forward Looking Statements

Company Profile

Organizational Profile

Name

Falco Resources Ltd.

Describe nature of activities, brands, products and services

Falco is an exploration and development stage
company in the business of acquiring, exploring
and developing mineral properties in Canada.
Falco's focus is on the exploration and
development of its mineral properties in the
Rouyn-Noranda region of the Province of
Québec for base and precious metals, primarily
on its wholly owned Horne 5 polymetallic
deposit (the “Horne 5 project”).

Falco is one of the largest claim holders in the
Province of Québec, with extensive land
holdings in the Abitibi Greenstone Belt. Falco
owns mining claims and contractual rights in or
in relation to mining concessions covering an
aggregate of approximately 70,000 hectares of
land in the Noranda mining camp. Falco's
principal property is the Horne 5 Project,
located in the Noranda mining camp, which has
hosted several former gold and base metal
producers including the Horne Mine, which was
operated by Noranda Inc. from 1927 to 1976.
The Horne Mine produced approximately 11.6
million ounces of gold and 2.5 billion pounds of
copper.

For further details regarding the Horne 5
Project, refer to the Updated Feasibility Study
entitled, “Feasibility Study Update, Horne 5
Gold Project”, dated effective March 18, 2021,
which was prepared in accordance with
National Instrument 43-101 Respecting
Standards of Disclosure for Mineral Projects
(“NI 43-101”), and is available on SEDAR at
www.sedar.com.

Link to Corporate Website

https://www.falcores.com/en/

Industry Classification

NAICS:
212220 Gold and silver ore mining
212233 Copper-zinc ore mining

ISIC:
B0729 Mining of other non-ferrous metal ores

Market Capitalization

$0-$100Million USD

Type of Operations

Exclusively non-producing operations

Company Headquarters

Montreal, Canada

Link to company's statements of: Purpose, Vision, Mission and Values; Sustainability/ESG strategy; previously published Sustainability/ESG performance or reports. (URL)

ESG Accountability

Role and Name of highest authority within company for Environment, Social and Governance strategy, programs and performance

Falco Board of Directors

ESG Reporting Period

Unless otherwise noted, all data contained in this report covers the following period

From

2021-01-01

2021-12-31

Geographic Scope of Report

Unless otherwise noted, the data in this report covers ESG matters related to the following locations of operations

Canada

Fragile and Conflict-Affected Situations

Identify all of the entity's countries of operations that align with the World Bank's list of "Fragile and Conflict-Affected Situations"

None

Business Operations Scope of Report

Identify notable exclusions, and reference any existing or planned reports that do or will address these (e.g, assets recently divested or acquired, non-managed joint ventures, specific exploration activities, recently closed sites, etc.)

Montreal Head Office energy and water
consumption is excluded from this report as it is
included in the Osisko Gold Royalties (OGR)
ESG Report.

OGR ESG Report 2021

Mineral Resource Types in Scope

Which of the following mineral resource types are covered by this report

• Inferred
• Indicated
• Measured

Mineral Reserve Types in Scope

Which of the following mineral reserve types are covered by this report

• Proven
• Probable

Currency

Unless otherwise noted, all financial figures referenced in this report are in the following currency

CAD

Audit Status

Identify the degree to which any inputs of the report are third-party checked

Self-Declared

Organizational Profile

Provide a list of externally-developed economic, environmental and social charters, principles, or other initiatives to which the organization subscribes, or which it endorses, e.g., GRI, UN Global Compact

GRI, SASB, UN Global Compact, TSM

Strategy

Provide a statement from the most senior decision-maker of the organization (i.e., CEO, chair, or equivalent senior position) about the relevance of sustainability to the organization and its strategy for addressing sustainability (CEO's message for this report)

Message from the President & CEO, Luc
Lessard, and the Vice-President Environment &
Sustainable Development, Hélène Cartier (see
attached).

Falco Corporate Sustainability Report 2021

A word from Management 2021-05-31

Provide a description of key impacts, risks, and opportunities,

Falco’s Management’s Discussion and Analysis
(MD&As) published on SEDAR on a quarterly
basis, discuss the main risk factors associated
with an investment in Falco or in connection
with its business and operations (see attached).

As part of the development of the Horne 5
project, Falco filed an updated Feasibility Study
on SEDAR in 2021 and submitted its
Environmental Impact Study to the regulators
in 2017. These studies discuss the project risks,
impacts and opportunities in detail and are
available at the links below.

An enterprise and project risks analysis has
been initiated with KPMG in
2021. An assessment of the top key risks will
be completed in 2022.

Horne 5 Feasibility Study Update 2021

Horne 5 Environmental Impact Assessment
2017 (in French)

Falco Management's Discussion and Analysis
(MDA) for periods ended Dec 31, 2021

Falco MDAs 2021

Ethics and Integrity

Provide a description of the organization’s values, principles, standards, and norms of behaviour

Falco has a diligent organizational structure
that ensures healthy corporate governance.
Falco expects its corporate governance
framework and practices to evolve in tandem
with its growth. The organizational structure is
supported by several policies with clear
directions and concrete objectives:

- Code of ethics
- Internal Whistleblowing
- Securities Trading
- Tenure on the Board of Directors
- Diversity of the Board of Directors
- Diversity in Corporate Talent
- Prevention of Psychological or Sexual
Harassment
- Health and Safety
- Corporate Social Responsibility
- Environment

Falco Code of Ethics 2021

Material Topics

Governance of Material Topics

Describe the process followed to determine its material topics, including

i. How has the organization identified actual and potential, negative and positive impacts on the economy, environment, and people, including impacts on their human rights, across its activities and business relationships; provide details

• Economic impact assessment
• Environmental impact assessment
• Social impact assessment

Falco initiated a Materiality Assessment with
an approach inspired from the Global Reporting
Initiative (GRI) standards.

A comprehensive list of potential ESG topics
was developed from multiple ESG standards
(BNQ 21000, Sustainable Development Goals,
SASB, GRI). Redundancies were eliminated and
some topics were grouped in order to finalize a
list of Selected ESG Topics (see attached).

Falco Selected ESG Topics 2021 (in French)

ii. How has the organization prioritized the impacts for reporting based on their significance

To understand the relative importance of the
Selected ESG Topics to Falco's internal
stakeholders, a survey was developed and sent
to employees and managers.

The relative materiality of the Selected ESG
Topics to Falco's external stakeholders was
assessed during a workshop.

The significance of Falco's ESG impacts was
assessed by WSP based on existing literature
on the organization and the Horne 5 project
(see links below). The preliminary results were
revised by Falco's environment team in 2021.
The assessment and the Materiality Matrix
were to be finalized in 2022, after review by
Falco's Executives.

Falco Corporate Sustainability Report 2021

Horne 5 Environmental Impact Assessment
Study 2017 (in French)

Horne 5 Feasibility Study Update 2021

Falco Materiality Assessment External Stakeholder Input 2021

Specify the stakeholders and experts whose views have informed the process of determining its material topics and provide details

• Business partners
• Civil society organizations
• Employees and other workers
• Local communities
• Non-governmental organizations

List the organization's material topics

• Procurement Practices
• Energy
• Water
• Biodiversity
• Emissions
• Effluents and Waste
• Labor/Management Relations
• Occupational Health and Safety
• Training and Education
• Diversity and Equal Opportunity
• Equal Remuneration for Women and Men
• Non-discrimination
• Indigenous Rights
• Local Communities
• Anti-corruption
• Supplier Assessment for Impacts on Society
• Closure Planning
• Communications
• Materials Stewardship
• Other, please specify

Falco and Horne 5 Materiality Assessment was
initiated in late 2021. This list reflects the
potential topics that will be assessed,
prioritized and reported in the 2022 ESG
report.

The list of topics assessed by the organization
also includes :
- Climate changes and ESG Risks
- Resilience and Climate Risks
- Integrating ESG into business decisions
- Noise and Vibration
- Environmental and Social Costs
Internalization
- Board Diversity and Accountability
- ESG Disclosure

Environment

Compliance

a. Report fines and non-monetary sanctions for non-compliance with environmental laws and/or regulations in terms of

i. Total monetary value of significant fines

ii. Total number of non-monetary sanctions

iii. Cases brought through dispute resolution mechanisms

b. If the organization is in compliance with environmental laws and/or regulations, a brief statement if this fact is sufficient

As per its Environmental policy, Falco is
committed to respect legal requirements
applicable in environment, communicates its
requirements to its suppliers and
subcontractors, and is in compliance with the
applicable regulations.

Falco has initiated the process to obtain the
UL2723 ECOLOGO Certification for
Responsible Development for Mineral
Exploration Companies, and is in compliance
with all the Legal Requirements included in the
standard.

Falco Environmental Policy

ECOLOGO Certification for Mineral
Exploration

Greenhouse Gas Emissions

Scope 1

For your operations, disclose the gross global Scope1 greenhouse gas (GHG) emissions to the atmosphere of the seven GHGs covered under the Kyoto Protocol (tonne CO₂-e)

Carbon dioxide (CO₂) (tonne CO₂-e)

56.372

Methane (CH₄) (tonne CO₂-e)

0.000

Nitrous oxide (N₂O) (tonne CO₂-e)

0.000

Hydrofluorocarbon-23 (CHF₃) (tonne CO₂-e)

0.000

Hydrofluorocarbon-32 (CH₂F₂) (tonne CO₂-e)

0.000

Sulphur hexafluoride (SF₆) (tonne CO₂-e)

0.000

Nitrogen trifluoride (NF₃) (tonne CO₂-e)

0.000

Perfluoromethane (CF₄) (tonne CO₂-e)

0.000

Perfluoroethane (C₂F₆) (tonne CO₂-e)

0.000

Perfluorobutane (C₄F₁₀) (tonne CO₂-e)

0.000

Perfluorohexane (C₆F₁₄) (tonne CO₂-e)

0.000

The total amount of gross global Scope 1 GHG emissions (CO₂-e) (tonne)

56.372

Falco's Scope 1 GHG were generated by its
vehicle fleet, which is currently fueled by
gasoline, and by warehouse heating, which is
currently powered by natural gas. These
warehouses are intended to be relocated to the
future Horne 5 Mining Complex, which will be
powered by hydroelectricity from the grid.

GHG emissions (tonne CO2-e ) have been
calculated based on estimated fuel
consumption and natural gas invoices by the
Company's energy provider, using EPA
conversion factors.

The percentage of its gross global Scope 1 GHG emissions that are covered under an emissions-limiting regulation or program that is intended to directly limit or reduce emissions, such as cap-and-trade schemes, carbon tax/fee systems, and other emissions control (e.g., command-and-control approach) and permit-based mechanisms

100.0000%

The entity shall discuss its long-term and short-term strategy or plan to manage its Scope 1 greenhouse gas (GHG) emissions

Although its Scope 1 GHG emissions are low, in
part due to its limited activities in 2021, Falco
has already begun identifying and integrating
solutions to minimize the carbon footprint in
planning and design stages of the Horne 5
project.

Falco will maintain this approach and continue
to look for best practices and innovative
technologies to further reduce its GHG
emissions at the detailed engineering stage of
the project.

Falco GHG Emissions Reduction 2021

Intensity Ratio

The total amount of gross global Scope 1 GHG emissions (CO₂-e) (tonne)

56.372

Air Emissions

Report emissions of air pollutants that are released into the atmosphere

Emissions of carbon monoxide, reported as CO (tonne)

0.000

Emissions of oxides of nitrogen (NOx), reported as NOx (tonne)

0.000

Emissions of oxides of sulphur (SOx), reported as SOx (tonne)

0.000

Emissions of Particulate Matter 10 micrometres or less in diameter (PM₁₀), reported as PM₁₀ (tonne)

0.000

Emissions of lead and lead compounds, reported as Pb (tonne)

0.000

Emissions of mercury and mercury compounds, reported as Hg (tonne)

0.000

Emissions of non-methane Volatile Organic Compounds (VOCs) (tonne)

0.000

Falco is currently conducting exploration and
project development activities that do not
release air pollutants into the atmosphere.

Energy Management

Total energy consumed in aggregate, in gigajoules (GJ) (hydrocarbons and electricity) including the fuel types used (e.g., biomass, hydro-electric power or bioenergy)

3,446.167

Falco's total energy consumed for 2021 is from:

- Vehicles (gasoline) : 54.273 GJ (1,6%)
- Warehouses heating (natural gas) : 1023.699
GJ (29,7%)
- Rouyn-Noranda office (hydroelectricity from
the grid) : 2368.195 GJ (68,7%)
The warehouses are intended to be relocated
to the Horne 5 Mining Complex, which will be
powered by hydroelectricity from the grid.

Percentage energy consumed that was supplied by grid electricity

68.7197%

Percentage of energy consumed that is renewable energy

68.7197%

Water

Efficiency

Proportion of water reused and recycled by the site to reduce the overall consumptive water demand

0.0000%

Water used in 2021 (0.910 megalitres) was for
office and warehouse spaces or drilling
activities and could not be reused and recycled.
Falco continues to reduce the planned water
consumption for the Horne 5 project. The
design now targets a water recirculation and
reuse rate of 95%, compared to 90% in 2017.

Water Management

Disclose the amount of water that was withdrawn from freshwater sources (in thousands of cubic meters)

0.910

Most of the water consumed in 2021 was
withdrawn from the city's water supply system.
Some of the water used for drilling came from
nearby surface water wells and former mine
shafts. Given the limited amount of water
withdrawn and since it was not measured and
only estimated, no distinction was made and all
water was considered to be from freshwater
sources.

For the Horne 5 project, Falco will implement
various strategies and technologies to limit the
use of freshwater and maximize water
recirculation and reuse :
- Collecting Ponds will be installed at the mine
site to capture rainwater, which will be used in
the process.
- Once the tailings facility is in place,
precipitation and tailings water will be
collected and recirculated into the process.

Horne 5 Water Protection and Reduction 2021

Disclose the freshwater withdrawn in locations with High or Extremely High Baseline Water Stress as a percentage of the total water withdrawn

0.0000%

Falco operates exclusively in the Province of
Quebec that is characterized by the Water
Resources Institute's Water Risk Atlas as a Low
Overall Water Risk area.

Disclose freshwater consumed in locations with High or Extremely High Baseline Water Stress as a percentage of the total water consumed

0.0000%

Disclose the amount of water that was consumed in its operations (in thousands of cubic meters)

0.910

The water consumed in 2021 was for:

- Drinking and sanitary water for the Rouyn-
Noranda office and warehouses, coming from
the city's water system and determined from
water meters : 0.46 thousand of cubic meters
(51%).

- Drilling conducted as part of environmental
and engineering studies for the Horne 5 project
development : 0.45 thousand of cubic meters
(49%). This volume is an estimate, no
measurements were taken during drilling.
Drilling water was withdrawn from the city
water supply system, surface water wells and
former mine shafts nearby.

Was your organization subject to any fines, enforcement orders, and/or other penalties for water-related regulatory violations

Total number of instances of non-compliance, including violations of a technology-based standard and exceedances of quality-based standards

Water and Effluents

Water Consumption

Report the total water consumption from all areas in megaliters

0.910

Report the total water consumption from all areas with water stress in megaliters

0.000

Waste Management

Total amount of tailings waste generated from mining activities by the entity during the reporting period (tonne)

Falco's activities are currently limited to
exploration and project development that do
not generate tailings.

Total amount of mineral processing waste generated by the entity during the reporting period (tonne), e.g. tailings and slag

Falco is currently not producing tailings and/or
slag. As an exploration and project
development company, Falco activities
currently do not require substances of concern
typically found in production and mineral
processing processes.

Tailings Storage Facilities Management

Does your company manage Tailings Storage Facilities

Falco's activities are currently limited to
exploration and project development and the
Company does not currently own nor manage
any tailings storage facilities.

Disclose the approach to the development of Emergency Preparedness and Response Plans (EPRPs)

During the operation of the Horne 5 project,
Falco plans to strategically manage tailings to
minimize their impact on the environment.
Falco is committed to the several actions and
measures (see attached).

The Tailings Storage Facility (TSF) is designed
to manage acid mine drainage. The
classification of its containment structures and
the outcome of the risk assessment conducted
on them are disclosed as part of the
Environmental Impact Assessment (EIA).

An Operation, Maintenance and Surveillance
(OMS) Manual will be developed to ensure the
asset integrity and will include procedures such
as regular inspections as well as an emergency
preparedness and response plan.

Horne 5 Tailings Management (in French)

Horne 5 Tailings Management 2021

Biodiversity

Management Plan

List the environmental and biodiversity management plan(s) implemented at active sites

Falco has no active sites in areas of high
biodiversity value at this stage. Environmental
and biodiversity management plans will be
implemented as the Horne 5 project
development evolves.

Falco has initiated the third-party externally
verified UL 2723 ECOLOGO Certification for
Responsible Development for Mineral
Exploration, and is in compliance with the
Environmental Requirements included in the
standard.

Falco is also committed to the following
biodiversity protection measures as part of the
development of the Horne 5 project:
- Limit the impact on wildlife by adjusting the
timing of activities, especially to protect fish
habitat, eastern whip-poor-will (a threatened
species) and bats (some of which are classified
as endangered).
- Cover tailings transport pipes with granular
material to allow the passage of small wildlife.
- Collaborate with regional stakeholders to
identify the most promising, innovative and
appropriate habitat loss compensation projects
for the region.

Horne 5 Vegetal Biodiversity (in French)

Horne 5 Wildlife Biodiversity (in French)

Horne 5 Biodiversity Protection 2021

Impacts

Does access to the site involve traversing a protected area

This disclosure includes all relevant categories
and designations of provincial, national, and
internationally recognized protected areas,
including: the World Conservation Union
(IUCN) designation I-IV, UNESCO Natural
World Heritage Sites, UNESCO Man and the
Biosphere Reserves, and wetlands designated
under the Convention on Wetlands of
International Importance (the Ramsar
Convention).

Do any of the entities concessions share a watershed with a protected area

Percentage of proved reserves in sites with protected conservation status or in areas of endangered species habitat

0.0000%

The Horne 5 project reserves and resources are
all located outside of protected areas.

Percentage of probable reserves in sites with protected conservation status or in areas of endangered species habitat

0.0000%

Percentage of inferred, indicated and measured reserves in sites with protected conservation status or in areas of endangered species habitat

0.0000%

Falco has completed the environmental
biodiversity studies for the Horne 5 project
development and its Environmental Impact
Assessment (EIA). The Horne 5 project
resources and reserves are all located outside
of areas that could potentially impact
endangered species habitats.

As per its Environmental Policy, Falco will
respect legal requirements applicable, will
communicate its requirements to its suppliers
and subcontractors, and will contribute to the
preservation of local biodiversity during the
development of its mining projects. The
exploration activities are conducted in
accordance with the third-party externally
verified ECOLOGO Certification requirements.
The Horne 5 project design integrates
numerous vegetal and wildlife biodiversity
protection measures that will be implemented
at active sites, as described in Biodiversity
Management Plan section above.

Social

Employment

Scale of the Organization

Report the total number of operations

i. Report the total number of direct employees worldwide (exclude contractors)

This excludes 3 members of the Leadership
Team (senior management) who are directly
employed by partner companies (Osisko
Development Corp. and Osisko Gold Royalties).

ii. Report the total number of contract employees worldwide

This includes the 3 members of the Leadership
Team (senior management) who are direct
employees of partner companies as well as an
independent consultant hired directly by Falco.
Subcontractors and suppliers are excluded.

iii. Total number of employees worldwide (include contractors)

iv. Total number of female employees and contractors worldwide

Female employees and contractors as percentage of total employees and contractors

36.3636%

v. Total number of male employees and contractors worldwide

Male employees and contractors as percentage of total employees and contractors

63.6364%

Employee Information

Report the total number of direct employees by employment type (permanent and temporary), by gender

Total number of permanent employees - female

Total number of permanent employees - male

Report the total number of contractors by employment type (permanent and temporary), by gender

Total number of permanent contractors - male

Total number of temporary contractors - female

Report the total number of employees by employment type (full-time and part-time), by gender

Total number of full-time employees - female

Total number of full-time employees - male

Report the total number of contractors by employment type (full-time and part-time), by gender

Total number of part-time contractors - female

Total number of full-time contractors - male

Turnover

Report the total number and rate of employee turnover during the reporting period, by age group, and gender

All Employees

Total number of turnover (the number that left during the period)

Female employees

Total number of turnover (the number of females that left during the period)

Male employees

Total number of turnover (the number of males that left during the period)

Non-binary employees

Total number of turnover (the number non-binary that left during the period)

Turnover & Age Breakdown

Employees aged 30 years old and under

Total number of turnover (the number that left during the period)

Employees aged between 30 and 50 years old

Total number of turnover (the number that left during the period)

Employees over 50 years old

Total number of turnover (the number that left during the period)

Identify types of employees captured in the turnover rate calculations

All employees on the payroll

As well as contractors (temporary and
permanent).

Average age of employees

Diversity and Equal Opportunity

Report the percentage of employees per employee category in each of the following diversity categories

Board of Directors

Total Board of Directors

Percent Male

66.6667%

Percent Female

33.3333%

Percent over 50 years of age

100.0000%

Senior Management

Total Senior Managers

Including the members of the Leadership Team
(senior management) who are employees of
Falco's major shareholder Osisko Development
Corp (2 males) and Osisko Gold Royalties (1
male).

Percent Male

85.7143%

Percent Female

14.2857%

Percent between 30 and 50 years of age

42.8571%

Percent over 50 years of age

57.1429%

Salaried (excluding Senior Management)

Total Salaried (excluding Senior Management)

Percent Male

57.1429%

Percent Female

42.8571%

Percent under 30 years of age

7.1429%

Percent between 30 and 50 years of age

78.5714%

Percent over 50 years of age

14.2857%

Technical Employees (skilled hourly)

Total Technical Employees

No hourly employees (only salaried)

Production Employees (unskilled hourly)

Total Production Employees

Contractors:

Total Contractors

Excluding Senior Management

Percent Female

100.0000%

Labour Relations

Collective Bargaining Agreements

Percentage of total direct employees covered by collective bargaining agreements

0.0000%

Falco does not have any collective bargaining
agreements or unionized employees or
contractors.

Notice Periods

Minimum number of weeks’ notice typically provided to employees and their representatives prior to the implementation of significant operational changes that could substantially affect them

Minimum of 2 weeks, as per applicable law.

Occupational Health and Safety

Work-related Injuries

Injuries - For all employees

i. Number of fatalities as a result of work-related injury

ii. Number of high-consequence work-related injuries (excluding fatalities)

iii. Number of recordable work-related injuries

iv. Main types of work-related injury, e.g., confined space, trips, falls, etc.

No work-related injuries of any kind for Falco
employees in 2021

v. Number of hours worked

30,169

Lost Time Injuries (LTIs)

Lost Time Injuries Rate (LTIR)

0.000

Injuries - workers who are not employees but whose work and/or workplace is controlled by the organization

i. Number of fatalities as a result of work-related injury

ii. Number of high-consequence work-related injuries (excluding fatalities)

iii. Number of recordable work-related injuries

iv. Main types of work-related injury, e.g., confined space, trips, falls, etc.

No work-related injuries of any kind for
workers who are not employees but worked on
workplaces controlled by Falco.

v. Number of hours worked

34,780

Work conducted by workers that are not
employees but whose work and/or workplaces
was controlled by Falco in 2021 included
drilling for environmental and engineering
studies as well as civil work supervised by
Falco, at the future mining complex site and for
multi-sports fields constructed as part of a
relocation project for the development of the
Horne 5 project.

Lost Time Injuries (LTIs)

Lost Time Injuries Rate (LTIR)

0.000

Combined (Employees and non-employees, but controlled by the organization):

Total Hours Worked

64,949

Total number of all work-related injuries

Total Lost Time Injuries (LTIs)

Lost Time Injuries Rate (LTIR)

0.000

In 2021, Falco reported a 0.00 fatality rate, a
0.00 work-related injury rate and a 0.00 lost
time injury rate (LTIR) for its employees and
non-employees controlled by the organization.

Report the work-related hazards that pose a risk of high-consequence injury, including

i. How have these hazards been determined

As per its Health and Safety Policy, Falco has,
among others :
- Communicated its requirements to its
suppliers and subcontractors and made sure
they were respected; and
- Identified emergency situations and potential
accidents which could have an impact on the
environment, on the health of employees and
neighboring communities, and prepared to
handle those situations.

Work-related hazards that posed a high-
consequence injury risk in 2021 would have
been related to drilling and civil construction
activities. Risk analysis were conducted, by
Falco and/or its suppliers and subcontractors,
prior to field work activities, and incorporated
in Prevention and Safety Plans, along with
appropriate measures and controls to
implement in order to mitigate the identified
hazards.

Falco Health & Safety Policy

ii. Which of these hazards have caused or contributed to high-consequence injuries during the reporting period

None. In 2021, Falco did not have any high-
consequence injuries.

iii. Actions taken or underway to eliminate these hazards and minimize risks using the hierarchy of controls

Prevention and Safety Plans are developed, by
Falco and/or its suppliers and subcontractors,
for each field work program.

These plans are reviewed with workers
involved prior to each job site and Inductions
are provided to all field employees and
contractors before initiating work.

A Health and Safety Meeting is held and a Work
Card is filled in at the beginning of each shift.

Site Supervision is carried out during shifts, and
Health and Safety Inspections are conducted
regularly.

Falco Prevention and Safety Plan 2021 (in French)

Falco Work Card 2021 (in French)

Report on actions taken or underway to eliminate other work-related hazards and minimize risks using the hierarchy of controls

Prevention and Safety Plans include risk
assessment and associated mitigation
measures and controls for all work-related
hazards, high-consequence like minors ones.

2021 Prevention and Safety Plans included,
among other things, hygiene and control
measures recommended by the public health
guidelines for COVID-19.

INSPQ COVID-19 Recommendations 2021 (in French)

INSPQ COVID-19 Questionnaire 2021 (in French)

Whether and, if so, why any workers have been excluded from this disclosure, including the types of worker excluded, e.g., short-term contractors

No workers excluded from this disclosure.

Disclose any contextual information necessary to understand how the data have been compiled, i.e., any standards, methodologies, and assumptions used

Prevention and Safety Plans are developed and
implemented in compliance with the regulation
applicable, namely the "Loi sur la santé et la
sécurité du travail" and the "Commission des
normes de l'équité de la santé et de la sécurité
du travail (CNESST)".

Health and Safety data are compiled
accordingly on a monthly basis for both
employees and contractors (see attached).

Falco reports its Health and Safety data to the
Quebec Mining Association (AMQ), via the
Metrio plateform, annually.

Loi sur la santé et la sécurité du travail au
Québec

CNESST

AMQ HSE Stats 2021

Falco Health and Safety Data 2021 (in French)

Safety Training

Disclose the average number of training hours provided to its workforce for health, safety, and emergency management training

Average hours of health, safety, and emergency response training for (a) full-time/direct employees

1.56

2021 Health and Safety (H&S) Training
provided to Falco's employees consisted of
H&S introduction for new employees (2) and
the training required to access field work sites
to the relevant employees (4).

Security, Human Rights and Rights of Indigenous People

Identify the countries of operations within the World Bank's list of “Fragile and Conflict-Affected Situations”

None

Describe the nature of any social risks, for all operating countries, that could have a material risk to operations

At the present time, to the knowledge of Falco,
none of the properties in which Falco has an
interest, is the subject of a specific aboriginal
land claim. However, no assurance can be
provided that such will not be the case in the
future.

While Falco is committed to operating in a
socially responsible manner there is no
guarantee that its efforts will meet all of third
parties’ expectations, which could have a
material adverse effect on the company’s
business, financial position and operations.

Falco's Corporate Social Responsibility Policy
includes commitments in terms of Social and
Economic Benefits, Stakeholder Engagement
and Crisis Management.

Social risks are addressed as part of the Risk
Factors discussed and published on a quarterly
basis in Falco's Management Discussion &
Analysis (MDAs) available on SEDAR Falco's
website.

Falco Management Discussion & Analysis and
other published reports

Falco Corporate Social Responsibility Policy

Falco Corporate Social Responsibility Policy 2021

Percentage of proved reserves that are located in or near areas of active conflict

0.0000%

Percentage of probable reserves that are located in or near areas of active conflict

0.0000%

Percentage of inferred, indicated and measured reserves that are located in or near areas of active conflict

0.0000%

Percentage of proved reserves that are located in or near areas that are considered to be indigenous peoples’ land

0.0000%

Percentage of probable reserves that are located in or near areas that are considered to be indigenous peoples’ land

0.0000%

Percentage of inferred, indicated and measured reserves that are located in or near areas that are considered to be indigenous peoples’ land

0.0000%

Describe due diligence practices and procedures with respect to indigenous rights of communities in which it operates or intends to operate

At the present time, to the knowledge of Falco,
none of the resources and reserves are located
in areas subject of a specific aboriginal land
claim.

Nonetheless, Falco recognizes the importance
of Indigenous communities, in particular the
Abitibiwinni First Nation in Abitibi-
Témiscamingue. Falco seeks to collaborate and
participate in the community's socio-economic
development to help support more equitable
distribution of wealth within the territory and
to learn and apply the shared ancestral
ecological knowledge of the Abitibiwinni First
Nation in the development of the Horne 5
project.

First nation communities consultation is part of
the third-party externally verified ECOLOGO
Certification requirements.

Abitibiwinni-Québec Agreement, 2017 (in
french)

Community Relations

Artisanal and Small-Scale Mining

Number of company operating sites where artisanal and small-scale mining (ASM) takes place on, or adjacent to, the site (not controlled by company/unauthorized)

Programs

Report on community relations programs, objectives and achievements in the past 3 years

In addition to listening to and developing a
project in collaboration with the Rouyn-
Noranda community, Falco seeks to become an
active and involved member of the community.

In 2021, Falco met with its Consultative
Committee 2 times and organized the following
activities:

- Technical presentations on the Advanced
Exploration stage (Mise en valeur) of the Horne
5 project to local organizations and the City of
Rouyn-Noranda.
- General presentation of the Horne 5 project
to the Timiskaming First Nation Council.
- Presentations on the Horne 5 project and the
atmospheric dispersion modelling study to a
local committee against toxic emissions (ARET)
and the regional public health direction.
- General presentation of the Horne 5 project
and update on the development progress to the
D'Alembert community (neighborhood of the
future TSF facility).

Over 70 consultation meetings were conducted
between 2017 and 2021.
Falco organized activities focused on specific
themes, including:
- Community consultation on the tailings
facility.
- Community consultation on drinking water
protection.
- Discussions to maintain good neighborhood
relationships with the snowmobile and all-
terrain associations, as well as with the nearby
golf club to understand issues and challenges.
- Community consultation on noise, dust, and
vibration controls measures.

Discuss the processes, procedures, and practices to manage risks and opportunities associated with the rights and interests of communities in areas where it conducts business

Falco’s approach is measured through ESG
criteria. Falco has been proactive and made
progress in securing its social license to operate
in the community, and believes that ESG is
fundamental to creating a positive impact on
local and regional economies, better working
and living environment, health and employment
as well as creating value for shareholders.

Falco will continue to take a proactive approach
to its public consultation process and has been
working diligently to identify as many
stakeholders as possible in the Rouyn-Noranda
and Abitibi region. Based on the numerous
community meetings held throughout the
region, Falco observes strong community
support for the Horne 5 project.

Since February 5, 2019, a consultation
committee (the “Committee”) composed of
representatives from the community was
created. Falco remains committed to working
with various stakeholders to finalize a plan for
the Horne 5 project that will maximize benefits
for the entire community, our shareholders and
other stakeholder groups. The mandate of the
Committee is to propose enhancements to
optimize cohabitation with all stakeholders and
insure that the consultation and engagement
plan has been implemented and has fulfilled its
objective.

Falco's Corporate Social Responsibility Policy
includes commitments in terms of Social and
Economic Benefits, Stakeholder Engagement
and Crisis Management.

Falco has implemented a complaint (grievance)
management system modeled after the
Canadian Mining Association "Towards
Sustainable Mining" program.

Falco Corporate Social Responsibility Policy

Falco Corporate Social Responsibility Policy 2021

Risks and Opportunities

Disclose the total number of site shutdowns or project delays due to non-technical factors

Governance

Climate Change

Oversight

Is there board-level oversight of climate-related issues within your organization

Yes

Responsibility

Provide the highest management-level position(s) or committee(s) with responsibility for climate-related issues

Chief Executive Officer (CEO)

Reporting

Frequency of reporting to the board on climate-related issues

As important matters arise

Incentives

Do you provide incentives for the management of climate-related issues, including the attainment of targets

No, and we do not plan to introduce them in the
next two years

Given the current stage of the Horne 5 project,
no water-related issues are expected within the
next two years.

Risk and Opportunity Management

Does your organization have a process for identifying, assessing, and responding to climate-related risks and opportunities

Yes

Falco will continue to identify the physical and
transition risks associated with climate change
and implement appropriate mitigation
measures to improve its resilience.

Risk Assessments

Have you identified any inherent climate-related risks with the potential to have a substantive financial or strategic impact on your business

Yes

Falco recognizes that climate change is an
international and community concern which
may affect the business and operations of
Falco, directly or indirectly.

The continuing rise in global average
temperatures has created varying changes to
regional climates across the globe, resulting in
risks to personnel, equipment and commodity
supply. The mining industry as an emitter of
greenhouse gas emissions is particularly
exposed to these regulations.

Governments at all levels are moving towards
enacting legislation to address climate change
by regulating carbon emissions and energy
efficiency, among other things. Costs
associated with meeting these requirements
may be subject to some offset by increased
energy efficiency and technological innovation;
however, there is no assurance that compliance
with such legislation will not have an adverse
effect on Falco's business, results of operations,
financial condition and its share price.

Extreme weather events (such as prolonged
drought or freezing, increased flooding,
increased periods of precipitation and
increased frequency and intensity of storms)
have the potential to disrupt operations and
the transport routes. Extended disruptions
could result in interruption to production which
may adversely affect Falco's business results of
operations, financial condition and its share
price.

Opportunity Assessments

Have you identified any climate-related opportunities with the potential to have a substantive financial or strategic impact on your business

Strategy

Have climate-related risks and opportunities influenced your organization’s strategy and/or financial planning

Yes, and we have developed a low-carbon
transition plan

Falco has already begun identifying and
integrating solutions to minimize the carbon
footprint in planning and design stages of the
Horne 5 project. Falco will maintain this
approach and continue to look for best
practices and innovative technologies to
further reduce its GHG emissions at the
detailed engineering stage of the project.

Water Management

Quality and Quantity Dependency

Rate the importance (current and future) of freshwater quality and quantity to the success of your business

Direct use importance rating

Important

Freshwater needs are currently limited and
provided by the city's water supply system.
Freshwater quality and quantity will be
important for the development of the Horne 5
project, although it will only be a small
proportion of the water usage (~5%).

Rate the importance (current and future) of sufficient quantity of recycled, brackish and/or produced water for the success of your business

Direct use importance rating

Important

Recycled water will be important for the Horne
5 project development since the design targets
a water recirculation and reuse rate of 95%.

Risk Assessments

Does your organization undertake a water-related risk assessment

Yes, water-related risks are assessed

Select the options that best describe your procedures for identifying and assessing water-related risks

i. Coverage

Full

ii. Risk Assessment Procedure

Water risks are assessed in an environmental
risk assessment

iii. Frequency of Risk Assessment

Not defined

iv. How far into the future are risks considered

More than 6 years

Have you identified any inherent water-related risks with the potential to have a substantive financial or strategic impact on operations

Other, please specify

As part of the Horne 5 feasibility study and its
environmental impact assessment, Falco
identified measures to mitigate water-related
risks.

To ensure water protection, several measures
will be put in place, including:
- Double-walled pipes to transport tailings and
recirculate water, preventing spillage in the
event of a rupture.
- Installation of 16 state-of-the-art
instrumented leakage containment tanks along
the pipeline route to detect leaks and prevent
spillage.
- Installation of modern and efficient water
treatment plans that enable high water quality
standards.

Opportunity Assessments

Have you identified any water-related opportunities with the potential to have a substantive financial or strategic impact on your business

Yes, we have identified opportunities, and some
or all are being realized

As part of the Horne 5 project development,
Falco will implement various strategies and
technologies to limit the use of freshwater and
maximize water recirculation and reuse:
- Collecting ponds will be installed at the mine
site to capture the rainwater, which will be used
in the process.
- Once the tailings facility is in place,
precipitation and tailings water will be
collected and recirculated into the process.

The design now targets a water recirculation
and reuse rate of over 95%, compared to 90%
in 2017.

Responsibility

Provide the highest management-level position(s) or committee(s) with responsibility for water-related issues

Chief Executive Officer (CEO)

Policy

Does your organization have a documented water policy

Other, please specify

Falco has an Environmental Policy which states
its commitment to manage efficiently surface
water and groundwater resources at all stages
of its projects life cycle (see attached).

The Horne 5 project design includes multiple
Water Protection and Water Consumption
Reduction Measures and Commitments (see
excerpt from Falco's Sustainability Report
2021 attached).

Falco Environmental Policy

Falco Environmental Policy 2021

Falco Sustainability Report 2021 - Water Protection and Reduction

Reporting

Frequency of reporting to the board on water-related issues

As important matters arise

Incentives

Do you provide incentives to C-suite employees or board members for the management of water-related issues

No, and we do not plan to introduce them in the
next two years

Given the current stage of the project, no
water-related issues are expected within the
next two years.

Strategy

Are water-related issues integrated into any aspects of your long-term strategic business plan

Yes, water-related issues are integrated

If water-related issues are integrated into any aspects of your long-term strategic business plan, please describe further

Falco’s Water Management Strategy aims at
minimizing water consumption, maximizing
water reuse and protecting drinking water.
The Horne 5 water management strategy is
designed to protect water coming from the
environment and to maximize water recovery
and reuse to minimize freshwater withdrawal.

Horne 5 Water Management Strategy (in
French)

If water-related issues are integrated into any aspects of your long-term strategic business plan, identify the associated long-term time horizon

> 30 years

Falco's and the Horne 5 project water
management strategies aim at efficiently
managing water at all stages of the project life
cycle, including closure and post-closure.

General Disclosure

Structure

a. Report the governance structure of the organization, including committees of the highest governance body, e.g., the Board of Directors, the Executives, the Board Environment Committee, Board Safety Committee, the Advisory Committee, etc.

Falco’s Board of Directors is composed of 6
persons, elected annually by the shareholders.

The most recently elected Chair of the Board in
2021 is independent, as are all other Directors,
with the exception of the President and Chief
Executive Officer (CEO) and another Director
who is the representative of Falco’s largest
shareholder, Osisko Development Corp.

The Board has established four standing
Committees:
- the Audit Committee
- the Compensation Committee
- the Nomination and Corporate Governance
Committee, and
- the Environment and Technical Committee.

The Chair of each Committee is independent.
The Compensation Committee and the
Environment and Technical Committee meet at
least twice a year and the other three
Committees meet quarterly.

Falco has also appointed 7 executives, the
Leadership Team, consisting of 6 Vice
Presidents and the President and CEO.

Falco Board of Directors and Standing Committees 2021

Falco Leadership Team 2021

Committees

b. Report the committees responsible for decision-making on economic, environmental, and social topics, e.g., the Board of Directors, the Executives, the Board Environment Committee, Board Safety Committee, the Advisory Committee, etc.

The Audit Committee is responsible for
providing an independent and objective
oversight of financial and risk matters.

The Compensation Committee is responsible
for the approval of policies, programs and
practices on matters of remuneration and
performance evaluation, succession planning,
human resources recruitment, health and
safety, development and retention.

The Nominating and Corporate Governance
Committee is responsible for monitoring
corporate governance and nomination matters.

The Environment and Technical Committee is
responsible for overseeing and reviewing
sustainability matters, including occupational
Health and Safety, Corporate Social
Responsibility and Environmental matters, as
well as Mining Operations and Production,
Strategic Planning, Business Development,
Capital Projects and Exploration Programs.

The roles and responsibilities of each of the
standing Committees are detailed in their
respective charter (see attached).

Falco Audit Committee Charter 2021

Falco Compensation Committee Charter 2021

Falco Nominating and Corporate Governance Committee Charter 2021

Falco Environment Technical Committee Charter 2021

Responsibility

a. Has the organization appointed an executive-level position or positions with responsibility for economic, environmental, and social topics , e.g., is it part of the Governance structure of the company, the CFO or internal audit reporting to the Board

Yes

Falco has appointed seven executives, the
Leadership Team, who are part of the
Governance Structure :

- President, Chief Executive Officer (CEO)
- Chief Financial Ofﬁcer (CFO)
- Vice President, Environment & Sustainable
Development (VP Environment)
- Vice President, Engineering and
Construction (VP Construction)
- Vice President, Technical Services (VP
Technical)
- Vice President, Legal Affairs and Corporate
Secretary (VP Legal)
- Vice President, Metallurgy (VP Metallurgy)

Economic responsibilities are shared between
the CEO and the CFO while the Environmental
and Social responsibilities are shared between
the VP Environment and the CEO.

Reporting Structure

b. Report whether position holders report directly to the highest governance body or CEO

The CFO, as well as each of the VPs, report
directly to the President and CEO.
The President and CEO report directly to the
Board.

Consultation Process

Report the processes for consultations between stakeholders and the highest governance body on economic, environmental and social topics, e.g., for most mining companies it would be the executives and operations and not the Board, and if delegated, explain how

Falco consults with stakeholders through
dedicated meetings and activities as well as
through its consultation committee (the
Committee), established in 2019 and composed
of representatives from the community. The
mandate of the Committee is to propose
enhancements to optimize cohabitation with all
stakeholders and insure that the consultation
and engagement plan has been implemented
and has fulfilled its objective.

The Board of Directors has delegated these
responsibilities to an executive (VP
Environment), who reports on stakeholder
engagement at the Environment and Technical
Committee meetings.

Composition

Report the composition of the highest governance body and its committees by:

Number of executive members

Number of non-executive members

Number of independent members

Less than 3 years

3-6 years

6-9 years

More than 10 years

Lists of each individual’s other significant positions and commitments, and the nature of the commitments, e.g., other boards and executive positions

The Board members' other significant positions
and commitments are described in their
respective profiles (see attached).

Falco Board of Directors Member Profiles 2021

Number of Male governance body members

Number of Female governance body members

Number of members from under-represented social groups

Description of competencies relating to economic, environmental, and social topics

The Nominating and Corporate Governance
Committee reviews annually the credentials of
the members of the Board.

The attached table (available in the Notice of
Annual Meeting of Shareholders and
Management Information Circular published on
SEDAR) exemplifies the skills that each
nominee possessed, as of November 4, 2021.

Falco Board of Directors Nominees Credentials 2021

Description of stakeholder representation

The prime stewardship responsibility of Falco's
Board of Directors is to ensure the viability of
the corporation and to ensure that it is
managed in the best interest of all its
stakeholders.

As per the the Board of Directors Charter (see
attached), the Board assumes responsibilities
for considering the means by which
stakeholders can communicate with the
members of the Board.

Falco's major shareholder Osisko Development
Corp. (OD), has one representative on the
Board of Directors, in accordance with the
Investor Right Agreement dated November 27,
2020 between Falco and OD.

Falco Board of Directors Charter 2021

Board Diversity

Do you have a diversity policy and if so, provide details, link to the policy or attach the file

Falco adopted a policy regarding the Diversity
of the Board of Directors (see attached).

The policy states that Falco aspires to have and
maintain at least thirty percent (30%) of women
representation on the Board. The Board has not
adopted formal targets for each of the other
“designated groups” as defined in the
Employment Equity Act, as the Board considers
the representation of the “designated groups”
in the process of selecting individual
candidates.

Falco Policy regarding Diversity of the Board of Directors 2021

Non-Executive Director

Is the chair of the highest governance body also an executive officer in the organization

Conflicts of Interest

Report the processes for the highest governance body to ensure conflicts of interest are avoided and managed, e.g., list procedures

The Board has adopted a Code of Ethics
applicable to all of its directors, officers and
employees, including the Chair of the Board,
the Lead Director, the President and Chief
Executive Officer, the Chief Financial Officer
and other persons performing financial
reporting functions.
The Code of Ethics is distributed to and signed
by each of the Corporation’s employees when
they are hired. Directors, officers and
designated employees are required, on an
annual basis, to declare their commitment to
abide by the Corporation’s Code of Ethics.
Management of the Corporation reports
annually to the Nominating and Corporate
Governance Committee all non-compliance
statements so disclosed by directors, officers
and designated employees.

In the event any transactions or agreements
are contemplated in respect of which a director
or executive officer has a material interest, the
matter must be initially reviewed by the Audit
Committee and is then submitted to the Board
of Directors.

Falco also follows the requirements of the
Canadian Business Corporations Act (“CBCA”),
the Corporation’s governing law which contains
specific requirements regarding conflict of
interests. The CBCA further attempts to
minimize conflicts of interest between
directors and corporations on which boards
they serve by requiring directors to disclose
such conflicts to the corporation. Under the
CBCA, a director who discloses a conflict of
interest must refrain from voting on any
resolution to approve the contract or
transaction giving rise to such conflict of
interest, subject to certain exceptions.

In addition, the Board has established under
the Corporation’s Internal Whistleblowing
Policy, a process for the receipt and treatment
of all complaints concerning accounting,
internal accounting controls, auditing or any
other wrongdoing, including in connection with
the Corporation’s Code of Ethics submitted by
any employee, including procedures for the
confidential anonymous submissions by
employees of concerns regarding said matters.

The Code of Ethics communicates standards for
business conduct in the use of Falco time,
resources and assets, and identifies and
clarifies proper conduct in areas of potential
conflict of interest. Each director, officer and
employee is provided with a copy of the Code
of Ethics and is asked to sign an
acknowledgement that the standards and
principles of the Code of Ethics will be
maintained at all times on Falco business.

Falco Code of Ethics

Falco Internal Whistleblowing Policy

Falco Code of Ethics 2021

Falco Internal Whistleblowing Policy 2021

Report whether conflicts of interest are disclosed to stakeholders, including, as a minimum

Yes

There have been no reports filed that pertain to
any conduct of a director or executive officer
that constitutes a departure from the Code of
Ethics, as disclosed in the Notice of Annual
Meeting of Shareholders and Management
Information Circular available on the SEDAR
website.

i. Cross-board membership

Yes

ii. Cross-shareholding with suppliers and other stakeholders

Yes

iii. Existence of controlling shareholder

Yes

iv. Related third party disclosures

Yes

Transparency

Report the highest governance body’s and senior executives’ roles in the development, approval, and updating of the organization’s purpose, value or mission statements, strategies, policies, and goals related to economic, environmental, and social topics

The Board of Directors, through its
Committees and executives recommendations,
meet on an annual basis to determine the
Corporation’s objectives and goals for the
ensuing year, including governance review,
competitive analysis, update on the
Corporation’s strategies in light of current
phase as well as environmental, social and
economic review and forecast.

Among the Board of Directors responsibilities
(see attached), the Board assumes
responsibility for :
- reviewing and approving key policy
statements developed by management on
various issues such as ethics, regulatory
compliance and communications with
shareholders, other stakeholders and the
general public;
- adopting a strategic planning process and
thereafter reviewing and, where appropriate,
approving, annually, a strategic plan and a
budget which takes into account, among other
things, the opportunities and risks of the
business (all of which are developed at first by
management), and monitoring the Corporation’
s performance with reference to the adopted
budget and strategic plan.

Falco Board of Directors Responsibilities 2021

Report on the measures taken to develop and enhance the highest governance body’s collective knowledge of economic, environmental, and social topics, e.g., board training

The Board also assumes responsibility for,
among others, appointing, training, evaluating
and monitoring officers as well as planning for
their succession with the recommendations of
the Nominating and Corporate Governance
Committee.

As per the Nominating and Corporate
Governance Committee Charter (see
attached), the duties and responsibilities of the
committee include to review annually the
competencies and skills the Board, as a whole
should possess and the skills, areas of expertise,
background, independence and qualifications
of Board members.

In May 2017, the Corporation implemented a
formal program for orientation of new
directors and to provide easy access to
documentation for current directors. The
orientation program includes a new director’s
handbook and the opportunity to visit an
operating mine and the Horne 5 site. This
reference guide provides information related
to:
i. Board and Committee Charters;
ii. Corporate Policies and Procedures;
iii. Description of Role and Responsibilities of
the Chair of the Board, the Lead Director,
Committee Chair and President and Chief
Executive Officer;
iv. Information on the Board and Committees
Composition;
v. Compensation structure;
vi. Board assessment results;
vii. Budget and financing information; and
viii. Various publications on governance
matters, risk management, compensation
issues, capital markets, gold and precious
metals market information are also provided on
an ongoing basis.

Throughout the year, Management provides to
the Board of Directors monthly progress
reports on Horne 5 project. The Board and
Committee members also receive formal
presentations by Management and external
advisors, and are provided documentation from
various advisors and consultants on various
topics in relation to the mining industry. In
addition, new directors are briefed on the
Corporation’s current property holdings and
assets, ongoing exploration programs, overall
strategic plans, short, medium and long-term
corporate objectives, financials status, general
business risks and mitigation strategies, site
visits and existing company policies.

The skills and knowledge of the Board as a
whole is such that no formal continuing
education process is currently deemed
necessary. The Board is comprised of
individuals with varying backgrounds, who
have, both collectively and individually,
extensive experience in running and managing
public companies, particularly in the natural
resource sector. Board members are
encouraged to communicate with
Management, auditors and technical
consultants to keep themselves current with
industry trends and developments and changes
in legislation, with Management’s assistance.

Falco Nominating and Corporate Governance
Charter 2021

Falco Nominating and Corporate Governance Committee Charter 2021

Report the actions taken in response to evaluation of the highest governance body’s performance with respect to governance of economic, environmental, and social topics, including, as a minimum, changes in membership and organizational practice, (response to external evaluations)

The Board also assumes responsibility for,
among others, conducting annually, through
the Nominating and Corporate Governance
Committee, a review of Board practices and the
Board’s and committees’ performance
(including director’s individual contributions),
to ascertain that the Board, its committees and
the directors are capable of carrying out and do
carry out their roles effectively.

The Nominating and Corporate Governance
Committee is responsible for, among others :
- review annually and make recommendations
to the Board on the composition of each
committee and, as needed, on appointment of
directors to fill any committee vacancy;
- make recommendations in connection with
the orientation and education of new Board
members;
- review annually and make recommendations
to the Board on the description of the
responsibilities of the President and Chief
Executive Officer, as applicable, those of the
Senior Officers.

Report the highest governance body’s role in identifying and managing economic, environmental, and social topics and their impacts, risks, and opportunities – including its role in the implementation of due diligence processes, (committee roles)

The Board monitors the manner in which the
Corporation conducts its business as well as the
senior management responsible for the day-to-
day operations.

In addition to statutory responsibilities, the
Board, either directly or through one of its
committees, assumes multiple responsibilities
noted above. The role of the four standing
committees established by the Board are
summarized in the attached document while
their respective responsibilities are described
in details in the committee charters noted
above.

The Board oversees an enterprise-wide
approach to risk management designed to
support the achievement of organizational
objectives, including strategic objectives, to
improve long-term organizational performance
and enhance Shareholder value. A fundamental
part of risk management is not only
understanding the risks a company faces and
what steps Management is taking to manage
those risks, but also understanding what level
of risk is appropriate for the Corporation. The
involvement of the full Board in setting the
Corporation’s business strategy is a key part of
its assessment of the Board’s tolerance to risk
and also a determination of what constitutes an
appropriate level of risk for the Corporation.

Falco Board Committees Roles 2021

Is stakeholder consultation used to support the highest governance body’s identification and management of economic, environmental, and social topics and their impacts, risks, and opportunities, and if delegated, explain how

Yes

Since February 5, 2019, a consultation
committee (the “Committee”) composed of
representatives from the community was
created. The mandate of the Committee is to
propose enhancements to optimize
cohabitation with all stakeholders and insure
that the consultation and engagement plan has
been implemented and has fulfilled its objective
(see Governance of Material Topics, ii).

The Committee , as well as other stakeholders,
are invited to contribute to specific meetings
and activities. The outcomes are shared with
the Board, through the VP Environment at the
Environment and Technical Committee
meetings.

For instance, a key step of the Materiality
Assessment initiated in 2021 included in
workshop held with citizens and
representatives from the Committee, the city
and organizations. Stakeholders participated
very actively in the workshop, and their input
was essential in developing the materiality
matrix and action plan.

Remuneration

Report how performance criteria in the remuneration policies relate to the highest governance body’s and senior executives’ objectives for economic, environmental, and social topics

The Corporation’s executive officer’s total
compensation is composed of three major
components: base salary, short-term incentives
and long-term incentives.

The long-term incentives, an equity
compensation, is a portion of variable
compensation that is designed to align
executive and Shareholder interests, focus
executives on long-term value creation, and
also support the retention of key executives.

The short-term incentive program is a variable
element of compensation and consists of an
annual cash bonus. Annual bonuses may be
awarded at the sole discretion of the Board,
based on recommendations of the
Compensation Committee, for team
achievements, contributions and efforts that
the Compensation Committee has determined
can reasonably be expected to have a positive
impact on Shareholder value.

The short-term incentive program for the
senior executives is based on their
performance as a team against corporate
objectives approved by the Board of Directors,
and bonuses are paid in full following award
approval by the Board of Directors, at its full
discretion, based on recommendation of the
Compensation Committee.

The 2021 Corporate Objectives were related
to health and safety, environmental
responsibility, community relations, etc. (see
attached). They were approved by the Board of
Directors, upon recommendation of the
Compensation Committee. Furthermore, the
Compensation Committee monitored the
progress made in reaching such objectives. As
part of its duties and responsibilities and in
conjunction with year-end assessment, the
Compensation Committee reviewed the
realization of the Corporation’s objectives and
thereafter met with Management for
discussion and consideration of each element
contained in the 2021 Corporate Objectives.
Based on its review, the Compensation
Committee provided a recommendation to the
Board and, accordingly, the Board approved the
following assessment of the 2021 Corporate
Objectives set forth as the table attached.

Falco Corporate Objectives 2021

How are stakeholders’ views sought and taken into account regarding remuneration

The Corporate Objectives and the performance
assessment as well as the Director's
compensation are submitted to the annual
meeting of shareholders and published in the
Notice of Annual Meeting of Shareholders and
Management Information Circular, published
on SEDAR.

As part of the Annual Meeting, shareholders
are asked to approve the renewal of the long-
term incentive for employees and directors via
proxy voting.

Falco Form of Proxy 2021

If applicable, report the results of votes on remuneration policies and proposals

At the 2021 Annual Meeting of Shareholders
(December 20, 2021), the shareholders we
asked to approve the long-term incentive plan
for employees and directors.

Based on the proxies received, shareholders
approved the ordinary resolution approving the
Corporation’s existing long-term incentive plan
(“LTIP”). The results are as follows:

Ordinary resolution to approve the
Corporation’s existing LTIP:
- Votes cast FOR: 96,575,143;
- Percentage (%) of Votes Cast FOR: 93.78
- Votes AGAINST: 6,400,601;
- Percentage (%) of Votes AGAINST: 6.22

Ethics

Describe the management system and due diligence procedures for assessing and managing corruption and bribery risks internally and associated with business partners in its value chain

As per its Code of Ethics (attached above),
which is annually reviewed and signed by all
directors, executives and employees, the
Corporation promotes zero-tolerance against
bribery and corruption and entrenches such
fundamental principles in its corporate values.

The Corporation is determined to ensure
compliance to anti-bribery and anti-corruption
laws, principles and rules. All employees shall
refrain from offering, giving or receiving,
directly or indirectly, anything of value (ex.:
money, gifts, entertainment, employment,
contracts or advantages of any kind) or any
other form of improper payments to a public or
government official in order to influence a
government action or obtain an improper
advantage and shall not knowingly participate
in any form of corrupt activity.

Employees who have questions regarding the
requirements or application of these laws must
seek guidance from the Chief Financial Officer
or the Vice-President, Legal Affairs and
Corporate Secretary of the Corporation. In
some instances, the Corporation may be
subject to government investigations. While
the Corporation has a policy to cooperate fully
with such investigations, no employee should
readily respond on behalf of the Corporation to
any regulatory authority or governmental
agency unless he has had an opportunity to
consult with the Chief Financial Officer or the
Vice-President, Legal Affairs and Corporate
Secretary and his supervisor, and has received
appropriate guidance in that respect.

In addition, Falco has established an Internal
Whistleblowing Policy (also attached above),
structured as a formal tool to allow the receipt,
retention and treatment of complaints,
denunciations, warnings and any form of notice
by any employee of the Corporation regarding
a questionable event.

Any employee who finds his concerns about a
questionable event not satisfactorily addressed
by his immediate supervisor (or higher-ranking
persons) or who feels that the seriousness and
sensitivity of the issues or people involved
require that the reporting of such questionable
event should neither be addressed to the
attention of his immediate supervisor, nor
follow the hierarchical ladder, should contact
Falco’s Vice-President, Legal Affairs and
Corporate Secretary (the “Whistleblowing
Officer"). All communications are also
forwarded directly to the Audit Committee
Chair.

Report net production from activities located in the countries with the 20 lowest rankings in Transparency International’s Corruption Perception Index (CPI) (Saleable tonne)

Anti-Corruption

Communication and Training

i) Total number of governance body members that have received training on anti-corruption, broken down by region

ii.) Total percentage of governance body members that have received training on anti-corruption, broken down by region

0.0000%

No anti-corruption training was provided by
Falco to Board members in 2021.

Total number and percentage of employees that have received training on anti-corruption, broken down by employee category and region

1a. Total number of employees that received training on anti-corruption

Total number of employees

Including contractors, as described above.

1b. Total percentage of employees that received training on anti-corruption

0.0000%

No anti-corruption training was provided by
Falco to employees in 2021.

Tax

Describe the approach to stakeholder engagement and management of stakeholder concerns related to tax, including:

i. The approach to engagement with tax authorities

Falco’s management (“Management”) is
responsible for the preparation of the
consolidated financial statements and other
financial information. Management periodically
evaluates positions taken in tax returns with
respect to situations in which applicable tax
regulation is subject to interpretation. It
establishes provisions where appropriate on
the basis of amounts expected to be paid to the
tax authorities. Tax on income in interim
periods is accrued using the tax rate that would
be applicable to expected total annual earnings.

The Board oversees the Corporation’s systems
of corporate governance and financial
reporting and controls to ensure that the
Corporation reports adequate and reliable
financial and other information to Shareholders
and engages in ethical and legal conduct. The
external auditors are ultimately accountable to
the Board of Directors and the Audit
Committee as representatives of shareholders.

Falco compiled the taxation calculations for the
Horne 5 project with assistance from third
party taxation experts.

The function of the Audit Committee is to
provide independent and objective oversight.
The Corporation’s management team is
responsible for the preparation, presentation
and integrity of the Corporation’s financial
statements. Management is responsible for
maintaining appropriate accounting and
financial reporting principles and policies and
internal controls and procedures that provide
for compliance with accounting standards and
applicable laws and regulations. The external
auditors are responsible for planning and
carrying out a proper audit of the Corporation’s
annual financial statements and other
procedures.

ii. The approach to public policy advocacy on tax

Falco financial statements are reported in the
Condensed Consolidated Interim Financial
Statements on a quarterly basis, and in the
Annual Consolidated Financial Statements,
after being audited by external auditors,
annually.

Extractive Sector Transparency Measures Act
(ESTMA) Annual Reports are published on
Falco's website.

Falco Management Discussion and Analysis
(the “MD&A”), should be read in conjunction
with Falco’s audited consolidated financial
statements, and is intended to supplement and
complement the Company’s unaudited
condensed interim financial statements and
related notes.

Falco is a member of the Québec Mining
Association (QMA), who, among
others, represents Québec’s mining industry in
meetings with government officials on policies
regarding mining.

Falco Quarterly Financial Statements

Falco Extractive Sector Transparency
Measures Act (ESTMA) Annual Report 2021

Quebec Mining Association (QMA)

iii. The processes for collecting and considering the views and concerns of stakeholders, including external stakeholders

Audited financial statements and MD&A were
sent to all Shareholders who requested them in
conjunction with this Notice of Annual Meeting
of Shareholders and Circular. The Corporation’
s audited financial statements and related
MD&A for the year ended June 30, 2021, are
available on SEDAR (www.sedar.com) as well as
on the Corporation’s website (www.falcores.
com).

2021 Annual meeting for shareholders was
held in order to, among others:
- Receive the audited financial statements of
the Corporation for the year ended June 30,
2021, together with the report of the auditor
thereon; and
- Appoint PricewaterhouseCoopers LLP/s.r.l./s.
e.n.c.r.l. (“PricewaterhouseCoopers”), a
partnership of Chartered Professional
Accountants, as the auditor of the Corporation
for the fiscal year 2022.

Based on the proxies received,
PricewaterhouseCoopers was appointed to
serve as independent auditor of the
Corporation for the ensuing year at a
remuneration to be fixed by the Board of
Directors (99.73% votes cast for).

Falco Annual Meeting Documents 2021

Falco Notice of Annual Meeting and Management Circular Information 2021



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