QZMRF Quartz Mountain Resources (PK)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

As at JANUARY 20, 2015

Commission File Number: 000-15490

QUARTZ MOUNTAIN RESOURCES LTD.
(Translation of registrant's name into English)

1500 - 1040 W Georgia Street, Vancouver, BC, V6E 4H1, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

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SUBMITTED HEREWITH

Exhibits

	99.1	Notice of Meeting
	99.2	Information Circular
	99.3	Financial Statement Request Form
	99.4	Voting Informaton Form
	99.5	Form of Proxy

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Quartz Mountain Resources Ltd.
	(Registrant)
Date: January 20, 2015	By:	/s/ Michael Lee
		Michael Lee
	Title:	Chief Financial Officer

 

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QUARTZ MOUNTAIN RESOURCES LTD.
15^th Floor, 1040 West Georgia Street
Vancouver, B.C. V6E 4H8
Telephone No. (604) 684-6365 Fax No. (604) 681-8092

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the Annual General Meeting (the “Meeting”) of Shareholders of Quartz Mountain Resources Ltd. (the “Company”) will be held at 15^th Floor, 1040 West Georgia Street, Vancouver, B.C., on February 17, 2015, at 2:00 p.m., local time, for the following purposes:

1.	To receive the audited financial statements of the Company for its fiscal period ended July 31, 2014, the report of the auditor thereon and the related management discussion and analysis.
2.	To elect directors of the Company for the ensuing year.
3.	To appoint an auditor of the Company for the ensuing year; and
4.	To approve the continuation of the Company’s share option plan.

An Information Circular and form of proxy accompany this Notice. The Information Circular contains details of matters to be considered at the Meeting. The above meeting matters are deemed to include consideration of any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof. Management is not aware of any other matters which are expected to come before the Meeting.

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of Proxy and in the Information Circular.

Unregistered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia, January13, 2015.

BY ORDER OF THE BOARD

/s/ “Ronald W. Thiessen”

Ronald W. Thiessen
President and Chief Executive Officer

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QUARTZ MOUNTAIN RESOURCES LTD.

 

15th Floor, 1040 West Georgia Street
Vancouver, B.C. V6E 4H8
Telephone No. (604) 684-6365 Fax No. (604) 684-8092

INFORMATION CIRCULAR
as at January 13, 2015, except as otherwise indicated

This Information Circular is furnished in connection with the solicitation of proxies by the management of Quartz Mountain Resources Ltd. (the “Company”) for use at the annual general meeting (the “Meeting”) of its shareholders to be held on February 17, 2015 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to “the Company”, “we” and “our” refer to Quartz Mountain Resources Ltd. “Common Shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a)	each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,

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(b)	any amendment to or variation of any matter identified therein, and
(c)	any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by:

(a)	completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America at 1-866- 249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9;
(b)	using a touch-tone phone to transmit voting choices to a toll free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or
(c)	using the internet through the website of the Company’s transfer agent at www.investorvote.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the proxy access number;

in all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).

The Company is taking advantage of the provisions of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” that permit it to deliver proxy-related materials directly to its NOBOs. As a result NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) from Computershare, our transfer agent. The VIF is to be completed and returned to Computershare as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

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These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone 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 Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia) (“BCA”), as amended, its directors and its executive officers are residents of Canada and a substantial portion of the assets of such persons and a portion of the assets of the Company are located outside of the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

(a)	executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare at the address shown on the preceding page or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P. O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or
(b)	personally attending the Meeting and voting the registered shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

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

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the “Board”) of the Company has fixed January 13, 2015 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Common Shares of the Company trade on the TSX Venture Exchange (the “TSXV”). As of January 13, 2015, there were 27,299,513 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Company is also authorized to issue an unlimited number of Preferred Shares. There were no Preferred Shares issued or outstanding as at January 13, 2015.

To the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company as at January 13, 2015.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the year ended July 31, 2014, together with the management’s discussion and analysis and the report of the auditor, will be placed before the Meeting. These documents have been filed with the securities commissions in British Columbia, Alberta and Ontario on September 26, 2014 and are available on www.sedar.com.

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VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the BCA, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The Board has determined that six directors will be elected at the Meeting. The following table and accompanying biographical information set out the names of management’s six nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment (for the five preceding years for new director nominees), the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at January 13, 2015.

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Note:

1.	The information as to Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
2.	Member of the Audit and Risk Committee.
3.	Member of the Compensation Committee.
4.	Member of the Nominating and Governance Committee.
5.	415,939 of these Common Shares are registered in the name of Thiessen Family Trust.
6.	Options to purchase Common Shares at $0.45 per share expiring on January 18, 2017.
7.	1,200,857 of these Common Shares are registered in the name of United Mineral Services Ltd.

Biographical Information

The following information as to principal occupation, business or employment is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

Ronald W. Thiessen – President, Chief Executive Officer and Director

Ronald Thiessen is a Chartered Accountant with professional experience in finance, taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen has been involved in the acquisition and financing of mining and mineral exploration companies. Mr. Thiessen is a director of Hunter Dickinson Inc. (“HDI”) and its wholly owned subsidiary, Hunter Dickinson Services Inc. (“HDSI”), a company providing management and administrative services to several publicly-traded companies. He focuses on directing corporate development and financing activities.

Scott D. Cousens – Chairman and Director

Mr. Cousens provides management and financial services to a number of publicly traded companies associated with Hunter Dickinson Inc. His focus for the past 20 years has been the development of relationships within the international investment community. Substantial financings, and subsequent corporate success, have established strong ties with North American, European and Middle Eastern investors.

Robert A. Dickinson. – Director

Mr. Dickinson is an economic geologist who has been actively involved in mineral exploration and mine development for over 40 years. He is Chairman of HDI and HDSI, as well as a director and member of the management team of a number of the public companies associated with HDI. He is also President and Director of United Mineral Services Ltd., a private resource company. He also serves as a Director of the Britannia Mine Museum and is a Trustee of the BC Mineral Resources Education Program.

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Gordon J. Fretwell – Director

Mr. Fretwell holds a B.Comm. degree and graduated from the University of British Columbia in 1979 with his Bachelor of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver practicing primarily in the areas of corporate and securities law.

James Kerr – Director

Mr. Kerr holds a B.A. degree and graduated from the University of British Columbia in 1968. Mr. Kerr is a Chartered Accountant and was a partner at KPMG, a national accounting firm, until his retirement in 2007. Mr. Kerr has extensive experience in public practice, and is actively involved with audit committees of mining and energy companies, providing advice on accounting and compliance issues based on a risk management approach.

David Mordant – Director

Mr. Mordant is the retired founder and CEO of an agricultural commodities trading business that was sold to a listed company. He has focused on commodity and stock market trading in local and international markets since 2002 and has been a guest commentator on CNBC on commodities and stocks.

Corporate Cease Trade Orders or Bankruptcies

Within the last 10 years before the date of this Information Circular, except as disclosed below, no proposed nominee for election as a director of the Company was a director or executive officer of any company (including the Company in respect of which this Information Circular is prepared) acted in that capacity for a company that was:

(a)	subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;
(b)	subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;
(c)	within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
(d)	subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e)	subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

As publicly disclosed at www.sedar.com., in September, 2012, Great Basin Gold Ltd. ("GBG"), a company for which Ronald W. Thiessen was a director at the time, filed for creditor protection under the Companies’ Creditors Arrangement Act ("CCAA") in Canada, and as well, GBG's principal South African subsidiary, Southgold Exploration (Pty) Ltd. filed for protection under the South African Companies Act business rescue procedures. These companies continued to be subject to these insolvency proceedings at the time that Mr. Thiessen resigned from the board of directors of GBG.

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Gordon J. Fretwell was a director of Pine Valley Corporation, which during the year following Mr. Fretwell’s resignation, filed for creditor protection under the CCAA in October 2006.

APPOINTMENT OF AUDITOR

Davidson and Company LLP, Chartered Accountants, 1200-609 Granville Street, Vancouver, British Columbia, V7Y 1G6 will be nominated at the Meeting for reappointment as auditor of the Company. Davidson & Company LLP was first appointed as auditor of the Company on December 19, 1997.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees (“NI 52-110”) requires the Company, as a venture issuer, must have an audit committee and it must disclose annually, in its Information Circular, certain information concerning the constitution of its audit committee and its relationship with the Company’s independent auditor. Such disclosure is set forth below.

Audit and Risk Committee’s Charter

The function of the Audit and Risk Committee is to oversee the employment and compensation of the Company’s independent auditor, and other matters under the authority of the Committee. The Committee also assists the Board in carrying out its oversight responsibilities relating to the Company’s financial, accounting and reporting processes, the Company’s system of internal accounting and financial controls, the Company’s compliance with related legal and regulatory requirements, and the fairness of transactions between the Company and related parties.

The Audit and Risk Committee has a charter that sets out its mandate and responsibilities, which is contained in Appendix 6 of the Corporate Governance Policies and Procedures Manual (the “Manual”) (available for download from the Company’s website under Corporate Governance at www.quartzmountainresources.com).

Composition of Audit and Risk Committee

The members of the Audit and Risk Committee are James Kerr, David Mordant and Gordon J. Fretwell. All Audit and Risk Committee members are financially literate and no Audit and Risk Committee members are officers, employees or Control Persons of the Company. Mr. Kerr is a Chartered Accountant, and hence a financial expert.

Relevant Education and Experience

Each member of the Audit Committee has:

•	an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
•	experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably expected to be raised by the issuer’s financial statements, or experience actively supervising individuals engaged in such activities; and

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•	an understanding of internal controls and procedures for financial reporting.

James Kerr is a Chartered Accountant and was a partner at KPMG, a national accounting firm, until his retirement from KPMG in 2007. He has extensive experience in public practice, and is actively involved with audit committees of mining and energy companies, providing advice on accounting and compliance issues based on a risk management approach. Gordon Fretwell is an experienced securities lawyer and David Mordant is an experienced businessman with corporate finance experience. See disclosure under “Election of Directors - Biographical Information” above.

Audit and Risk Committee Oversight

The Audit and Risk Committee has not made any recommendations to the Board to nominate or compensate any auditor other than Davidson & Company LLP.

Reliance on Certain Exemptions

The Company’s auditor, Davidson & Company LLP, has not provided any material non-audit services.

Pre-Approval Policies and Procedures

The Company has procedures for the review and pre-approval of any services performed by its auditors. The procedures require that all proposed engagements of its auditors for audit and non-audit services be submitted to the Audit and Risk Committee for approval prior to the beginning of any such services. The Audit and Risk Committee considers such requests, and, if acceptable to a majority of the Audit and Risk Committee members, pre-approves such audit and non-audit services by a resolution authorizing management to engage the Company's auditors for such audit and non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the Audit and Risk Committee assesses, among other factors, whether the services requested would be considered "prohibited services" as contemplated by the regulations of the United States Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audit services provided by Davidson & Company LLP to the Company to ensure auditor independence. Fees incurred with Davidson & Company LLP for professional services in the last two fiscal years are outlined in the following table.

Notes:

(1)

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

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(2)	“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3)	“Tax Fees” include fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
(4)	“All Other Fees” include fees billed for products and services provided by the principal accountant, other than the services reported in (1), (2) or (3) above.

Exemption

The Company is a "venture issuer" as defined in NI 52-110, and is relying upon the exemption set forth in section 6.1 of NI 52-110 with respect to Part 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Mandate of the Board of Directors

The Board has a formal mandate as outlined in the Company’s Manual. The Manual mandates the Board to: (i) oversee management of the Company in the best interests of the Company and its shareholders; (ii) exercise business judgment in discharging their fiduciary duties of care, loyalty and candour to the Company; (iii) understand the Company and its business, properties, risks and prospects; (iv) establish effective systems for the periodic and timely reporting to the Board on important matters concerning the Company; (v) establishing policies to protect the Company’s confidential and proprietary information; and (vi) preparing for an attending meetings of the Board and its committees. The Manual also includes written charters for each committee of the Board and it contains a code of ethics, policies dealing with issuance of news releases and disclosure documents, as well as share trading black-out periods. Further, the Manual encourages but does not require continuing education for all the Company’s directors and requires the Company to provide directors with suggestions to undertake continuing director education, the cost of which will be borne by the Company.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management in a number of ways, including by holding regular meetings without the presence of management, by retaining independent consultants, and by reviewing corporate developments with larger shareholders, analysts and potential industry partners, where it deems necessary.

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The independent members of the Board are Gordon J. Fretwell, James Kerr and David Mordant. The non-independent directors are Ronald W. Thiessen (President and Chief Executive Officer), Scott D. Cousens (Chairman), and Robert A. Dickinson (Director of Hunter Dickinson Services Inc.)

All directors, independent and non-independent, except Mr. Mordant, have served on other boards of directors of other publicly traded companies associated with a private management company, Hunter Dickinson Services Inc. ("HDSI"). Messrs. Thiessen, Cousens and Dickinson are directors of HDSI. HDSI is a private company which provides technical, geological, accounting and administrative services to several publicly traded resource companies. HDSI employs members of the executive management of these companies (of which the Company is one) and HDSI, in turn, invoices the companies for their share of these executive and director services as well as other services, including geological, accounting and administrative services, pursuant to annually set rates.

The Board monitors the activities of the senior management through regular meetings and discussions amongst the Board members and between the Board and senior management. The Board is of the view that its communication policy between senior management, members of the Board and shareholders is good. The Board is satisfied with the integrity of the Company's internal control and financial management information systems.

Other Directorships

The following directors are also directors of the following public companies:

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Orientation and Continuing Education

The Company has traditionally retained experienced mining people as directors and hence the orientation needed is minimized. When new directors are appointed, they are acquainted with the Company’s activities and the expectations of directors and receive an orientation commensurate with their previous experience on the Company’s properties and on the responsibilities of being a director. Board meetings generally include presentations by the Company’s senior management and project staff in order to give the directors full insight into the Company’s operations.

Ethical Business Conduct

The Board has a formal ethics policy which is contained in the Manual which deals with issues concerning ethical conduct and insists that all members of management of the Company, and all employees adhere to this code. The Code of Ethics can be viewed as Appendix 4 to the Manual available via the internet at www.quartzmountainresources.com. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board and the Nominating and Governance Committee considers the size of the Board each year when it considers the number of directors required, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Nominating and Governance Committee consists of Gordon Fretwell, James Kerr and David Mordant. The Nominating and Governance Committee is responsible for identifying new candidates for the Board as necessary, after considering what competencies and skills the directors as a group should possess and after assessing the competencies and skills of the existing and any proposed directors, and considering the appropriate size of the Board. The Nominating and Governance Committee is also responsible for developing and recommending to the Board a set of corporate governance principles applicable to the CFO, and overseeing the evaluation of the Board and Senior Management. The specific duties of the Nominating and Governance Committee are prescribed in the Nominating and Governance Committee Charter, which is set out as Appendix 8 to the Manual available via the internet at www.quartzmountainresources.com.

Compensation

On February 22, 2013, the Board appointed Robert Dickinson, Gordon Fretwell and James Kerr to the Compensation Committee. The Compensation Committee determines compensation for the directors and CEO, and its specific duties are prescribed in the Compensation Committee Charter, which is set out as Appendix 7 to the Manual available via the internet at www.quartzmountainresources.com. See “Statement of Executive Compensation” below for more information concerning the Compensation Committee.

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Other Board Committees

There are no committees of the Board other than the Audit and Risk Committee, the Compensation Committee and the Nominating and Governance Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. The Nominating and Governance Committee oversees an annual formal assessment of the Board and its three main committees namely the Audit and Risk Committee, Compensation Committee and the Nominating and Governance Committee. The Board is satisfied with the overall project and corporate achievements of the Company and believes this reflects well on the Board and its practices.

STATEMENT OF EXECUTIVE COMPENSATION

Executive Compensation

In this section “Named Executive Officer” means the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed fiscal year end.

Ronald W. Thiessen (President and CEO) and Michael Lee (CFO) are each a Named Executive Officer (a “NEO”) of the Company for the purposes of the following disclosure.

Compensation Discussion and Analysis

Report on Executive Compensation

The Compensation Committee consists of Scott D. Cousens (Chairman), Gordon J. Fretwell and James Kerr. Mr. Cousens (Chairman of the Compensation Committee) is a director of a number of public companies. Mr. Fretwell is also a director and serves on the Compensation Committee of Northern Dynasty Minerals Ltd. Mr. Kerr is an experienced chartered accountant and former partner of a multinational accounting and audit firm, and has served on the board of directors of several publicly traded mining companies. See further information under “Corporate Governance”.

These skills and experience enable the committee to make decisions on the suitability of the Company's compensation policies and practices.

The function of the Compensation Committee is to assist the Board in carrying out its responsibilities relating to executive and director compensation. The Compensation Committee has a charter that sets out its mandate and responsibilities, which is contained in the Manual at Appendix 7 available via the internet at www.quartzmountainresources.com. In further of its purpose, the Compensation Committee has the following responsibilities and authority:

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(a)	to recommend to the Board the form and amount of compensation to be paid by the Company to directors for service on the Board and on Board committees. The Compensation Committee shall review director compensation at least annually.
(b)	to annually review the Company's base compensation structure and the Company's incentive compensation, share option and other equity based compensation programs and to recommend changes in or additions in such structure and plans to the Board as needed.
(c)	to recommend to the Board the annual base compensation of the Company's executive officers (collectively the "Officers").
(d)	to recommend to the Board the range of increase or decrease in the annual base compensation for non- Officer personnel providing services to the Company.
(e)	to recommend to the Board annual corporate goals and objectives under any incentive compensation plan adopted by the Company for Officers providing services to the Company, and recommend incentive compensation participation levels for Officers providing services to the Company under any such incentive compensation plan. In determining the incentive component of compensation, the Committee will consider the Company's performance and relative shareholder return, the values of similar incentives at comparable companies and the awards given in past years.
(f)	to evaluate the performance of Officers generally and in light of annual corporate goals and objectives under any incentive compensation plan.
(g)	to periodically review with the Chairman and CEO their assessments of corporate officers and senior managers and succession plans, and make recommendations to the Board regarding appointment of officers and senior managers.
(h)	to administer the Company's share option and other equity based compensation plans and determines the annual grants of share options and other equity based compensation.
(i)	to recommend to the Nominating and Governance Committee the qualifications and criteria for membership on the Compensation Committee.

The Compensation Committee assists the Board in carrying out its responsibilities relating to executive and director compensation. The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Company’s senior management, although the Compensation Committee guides it in this role. As part of its mandate, the Board determines the type and amount of compensation for the Company’s executive officers. In addition, the Board reviews the methodology utilized by the Company for setting salaries of employees throughout the organization. The Company’s Compensation Committee receives competitive market information on compensation levels for executives. The Company’s compensation policies and programs are designed to be competitive with similar junior mining exploration companies and to recognize and reward executive performance consistent with the success of the Company’s business.

The Compensation Committee considered the implications of the risks associated with the Company’s compensation policies and practices and concluded that, given the nature of the Company’s business and the role of the Compensation Committee in overseeing the Company’s executive compensation practices, the compensation policies and practices do not serve to encourage any NEO or individual at a principal business unit or division to take inappropriate or excessive risks, and no risks were identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There is no restriction on NEOs or directors regarding the purchase of financial instruments including 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, directly or indirectly, by an

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NEO or a director. For the year ended July 31, 2014 no NEO or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Philosophy and Objectives

The Company’s senior management compensation program is designed to ensure that the level and form of compensation achieves certain objectives, including:

(a)	attracting and retaining talented, qualified and effective executives;
(b)	motivating the short and long-term performance of these executives; and
(c)	better aligning their interests with those of the Company's shareholders.

In compensating its senior management, the Company has employed a combination of base salary, bonus compensation and equity participation through its share option plan.

Base Salary

In the Board's view, paying base salaries which are competitive in the markets in which the Company operates is a first step to attracting and retaining talented, qualified and effective executives. The NEOs are paid a salary in order to ensure that the compensation package offered by the Company is in line with that offered by other companies in our industry, and as an immediate means of rewarding the NEO for efforts expended on behalf of the Company.

The salary to be paid to a particular NEO is determined by gathering competitive salary information on comparable companies within the industry from a variety of sources, including surveys conducted by independent consultants and national and international list publications such as the Mercer Mining Industry Compensation Salary Survey and Hays Group Global Mining Compensation Review. Payment of a cash salary fits within the objective of the compensation program since it rewards each NEO for performance of his or her duties and responsibilities. Compensation of the CEO is approved annually by the Board. Base salary and bonus levels are determined taking into account independent market survey data.

Scott Cousens, Robert Dickinson and Ron Thiessen are directors of HDSI and do not serve the Company solely on a full-time basis. Michael Lee is an employee of HDSI and does not serve the Company solely on a full-time basis. The compensation amounts shown in the compensation tables herein reflect the amounts paid directly by HDSI in respect of these individuals. Their compensation from the Company for time spent providing services is allocated based on estimated time incurred (based on timesheets or other reasonable estimates). During the Company’s fiscal year ended on July 31, 2014, 26% of Michael Lee’s total compensation was allocated to the Company by HDSI and no compensation for Messrs. Cousens, Dickinson and Thiessen was allocated to the Company by HDSI. David Mordant, Gordon Fretwell, and James Kerr are paid a set fee for their services as directors, and as members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

Executive Compensation-Related Fees

The Company obtained salary and bonus information through its affiliation to the HDI group of companies, and compensation for such receipt of information was part of the overall management services rendered by HDSI to the Company. No compensation relating to executive compensation was paid directly to HDSI or any compensation consultants for the two most recently completed financial years. For further disclosure see heading – Management Contracts.

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All Other Fees

There were no other fees paid to any consultants or advisors relating to executive compensation.

Bonus Compensation

There are currently no performance goals set by the Company for executive bonus compensation. Bonus compensation is awarded at the discretion of the Board and the Board will consider performance, shareholder benefits, competitive factors and other matters in awarding bonuses. The Company's objective is to achieve certain strategic objectives and milestones such as the development of the Company’s projects. The Board will consider executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses.

For the most recently completed financial year, there were no bonuses paid.

Equity Participation

The Company adopted a new share option plan which is dated for reference March 15, 2012. The share option plan was most recently approved by the Company’s shareholders on February 24, 2014. The share option plan was established to provide incentive to qualified persons to increase their proprietary interest in the Company, encourage the alignment of their interests with those of its shareholders and foster their continued association with the Company.

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s share option plan. Options are granted to senior executives taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. Options are generally granted to senior executives and vest on terms established by the Compensation Committee.

The Compensation Committee reviews the grants of share options to directors, management, employees and consultants. Options have been granted taking into account competitive compensation factors and the belief that options help align the interests of such persons with the interests of Shareholders.

Actions, Decisions or Policies Made After July 31, 2014

Given the evolving nature of the Company's business, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Option-Based Awards

See disclosure under heading “Securities Authorized for Issuance Under Equity Compensation Plans.”

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Summary Compensation Table for NEOs

The compensation paid to the NEOs during the Company’s three most recently completed financial years of July 31 is as set out below and expressed in Canadian dollars unless otherwise noted:

Notes:

(1)	Mr. Thiessen was appointed President and CEO on December 30, 2011.
(2)	Mr. Lee was appointed CFO on February 22, 2013.
(3)	The options were granted pursuant to the Company’s Share Option Plan. For compensation purposes, the Black- Scholes option valuation model has been used to determine the fair value on the date of grant using the following assumptions: expected life of 5 years; expected volatility of 118%; expected dividend yield of nil, and risk-free interest rate of 1.3%. The Black-Scholes grant date fair value for these awards granted was $0.37 per option, which represents 82% of the option exercise price.

Incentive Plan Awards

There were no share based awards granted to the Company’s NEOs during the year ended July 31, 2014.

Outstanding Share-based Awards and Option-based Awards

The following table sets out all option-based awards outstanding as at July 31, 2014, for each NEO.

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Note:

(1)	The value at July 31, 2014 is calculated by determining the difference between the TSXV closing price of the Common Shares on July 31, 2014 ($0.04 per Common Share) and the exercise price of the options.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the financial year ended July 31, 2014, for each NEO:

Note:

(1)

The amounts represent the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. The value of each amount has been determined by taking the difference between the market price of the option at the date of exercise and the exercise or base price of the option under the option-based award on the vest date.

See “Securities Authorized under Equity Compensation Plans” below for further information on the Company’s Share Option Plan.

Pension Plan Benefits

The Company does not have a pension plan and does not pay pension benefits to either of its NEOs.

Termination and Change of Control Benefits

There is no written employment contract between the Company and any NEO, all of whom have agreements with HDSI and are seconded to the Company. There are no contracts, agreements, plans or arrangements which provide for payment to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, change of control of the Company or change in the NEO’s responsibilities.

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Director Compensation

The compensation provided to the directors who were not NEOs for the Company’s most recently completed financial year of July 31, 2014 is:

Notes:

(1)	Independent directors receive an annual fee of $16,540 for their services plus an additional $5,000 annually for holding the position of Committee Chair, and $3,000 annually for being a Committee Member.
(2)	Pursuant to the Corporate Services Agreement with HDSI, compensation for Messrs. Cousens and Dickinson is allocated to the Company on the basis of time spent in respect of the Company's business. During the fiscal year 2014, HDSI waived the allocation of the compensation for Messrs. Cousens and Dickinson to the Company.

The following table sets out all option-based awards outstanding as at July 31, 2014 (the Company does not have a share-based awards plan) for each director, excluding a director who is already set out in disclosure for a NEO for the Company:

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Note:

(1)	The value at July 31, 2014 is calculated by determining the difference between the closing price of the TSXV of the Common Shares on July 31, 2014 ($0.04 per Common Share) and the exercise price of the options.

The following table sets out the value vested or earned under incentive plans during the financial year ended July 31, 2014, for each director, excluding a director who is already set out in disclosure for a NEO for the Company:

Note:

(1)

The amounts represent the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date. The value of each amount has been determined by taking the difference between the market price of the option at the date of exercise and the exercise or base price of the option under the option-based award on the vest date.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the February 14, 2012 share option plan (the “Plan”) which was approved by shareholders on March 15, 2012 and was last approved at the Company’s 2014 annual general meeting held on February 24, 2014. The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Compensation Committee and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Plan also provides that the number of Common Shares issuable under the Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares.

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The following table sets out equity compensation plan information as at the July 31, 2014 financial year end.

Equity Compensation Plan Information

Notes:

(1)	As at January 13, 2015, an aggregate of 1,579,500 options were outstanding pursuant to the Company’s Plan.
(2)	As at January 13, 2015, an aggregate of 1,150,451 common shares remain available for issuance.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended July 31, 2014, or has any interest in any material transaction in the current year other than as set out herein or has any interest in any material transaction in the current year or as of the date hereof other than as set out herein or in a document disclosed to the public.

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MANAGEMENT CONTRACTS

The Company has entered into a corporate services agreement with HDSI, 1500 – 1040 West Georgia Street, Vancouver, British Columbia, dated July 2, 2010. Certain directors and officers of the Company are also directors or employees of HDSI, namely Ron Thiessen, Robert Dickinson, Scott Cousens, Michael Lee and Trevor Thomas, who are all resident in British Columbia. HDSI is a private company that provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of the Company. In addition, HDSI organizes and shares leased premises and office and technical equipment for staff to perform their duties.

PARTICULARS OF MATTERS TO BE ACTED UPON

(A)           Share Option Plan

A number of Common Shares equal to ten (10%) percent of the issued and outstanding Common Shares in the capital stock of the Company from time to time are reserved for the issuance of stock options pursuant to the Company’s 2012 share option plan dated for reference March 15, 2012 (the “Plan”). The Plan was approved by shareholders at the Company’s last annual general meeting held on February 24, 2014. As the Plan is a rolling plan, under TSXV policy, the Plan must be presented to shareholders for approval by ordinary resolution at every annual general meeting of the Company to authorize continuation of the Plan.

The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Compensation Committee of the Company and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Plan also provides that the number of Common Shares issuable under the Plan, together with all of the Company’s other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. Pursuant to the Plan all options expire on a date not later than 10 years after the date of grant of an option.

The Board is of the view that the Plan provides the Company with flexibility to attract and maintain the services of executives, employees and other service providers in competition with other companies in the industry.

The Plan is subject to the following restrictions:

(a)	the Company must not grant an option to a director, employee, consultant, or consultant company (the “Service Provider”) in any 12 month period that exceeds 5% of the outstanding shares, unless the Company has obtained by a majority of the votes cast by the shareholders of the Company eligible to vote at a shareholders’ meeting, excluding votes attaching to shares beneficially owned by insiders and their Associates (“Disinterested Shareholder Approval”);
(b)	the aggregate number of options granted to a Service Provider conducting Investor Relations Activities in any 12 month period must not exceed 2% of the outstanding shares calculated at the date of the grant, without the prior consent of the TSXV;
(c)	the Company must not grant an option to a Consultant in any 12 month period that exceeds 2% of the outstanding shares calculated at the date of the grant of the option;
(d)	the number of optioned shares issued to insiders in any 12 month period must not exceed 10% of the outstanding shares (in the event that the Plan is amended to reserve for issuance more than 10% of the outstanding shares) unless the Company has obtained Disinterested Shareholder Approval to do so; and
(e)	the exercise price of an option previously granted to an insider must not be reduced, unless the Company has obtained Disinterested Shareholder Approval to do so.

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Material Terms of the Plan

The following is a summary of the material terms of the Plan:

(a)	persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the Plan;
(b)	options granted under the Plan are non-assignable, and non-transferable and are exercisable for a period of up to 10 years;
(c)	for options granted to Service Providers, the Company must ensure that the proposed optionee is a bona fide Service Provider of the Company or its affiliates;
(d)	an option granted to any Service Provider will expire within 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the optionee at any time prior to expiry of the option), after the date the optionee ceases to be employed by or provide services to the Company, but only to the extent that such option was vested at the date the optionee ceased to be so employed by or to provide services to the Company;
(e)	if an optionee dies, any vested options held by him or her at the date of death will become exercisable by the optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such optionee and the date of expiration of the term otherwise applicable to such option;
(f)	in the case of an optionee being dismissed from employment or service for cause, such optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;
(g)	the exercise price of each option will be set on the effective date of the option and will not be less than the Discounted Market Price (as defined in the Plan);
(h)	vesting of options shall be at the discretion of the Compensation Committee or the Board, and will generally be subject to: (i) the Service Provider remaining employed by, or continuing to provide services to, the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period;
(i)	in the event of a Change of Control occurring, options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, subject to the approval of the TSXV (or NEX, as the case may be) for vesting requirements imposed by the policies of the TSXV; and
(j)	Subject to TSXV requirements and the receipt of necessary regulatory approvals, the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Plan with respect to all Plan shares in respect of options which have not yet been granted under the Plan.

A copy of the Plan will be available for inspection at the Meeting. A shareholder may also obtain a copy of the Plan by contacting the Company at 604-684-6365.

Shareholder Approval

At the Meeting, shareholders will be asked to consider and vote on the ordinary resolution, as follows:

An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

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The Board recommends that shareholders vote in favour of the Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company is included in the audited financial statements for the year ended July 31, 2014, the auditor’s report and related management discussion and analysis, copies of which are filed on www.sedar.com. A copy of the Company’s most current interim financial statements and additional information may be obtained from www.sedar.com. For securityholders, a copy of the financial statements material is also available free of charge upon request from the Company’s Secretary at the office of the Company. Telephone number: (604) 684-6365. Fax number: (604) 684-8092. The Company may require the payment of a reasonable charge from any person or company who is not a securityholder of the Company who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board.

DATED at Vancouver, British Columbia, January 13, 2015.

BY ORDER OF THE BOARD

/s/ “Ronald W. Thiessen”

Ronald W. Thiessen

President and Chief Executive Officer

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QUARTZ MOUNTAIN RESOURCES LTD.

Request for Annual and Interim Financial Statements and MD&A

Under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), Quartz Mountain Resources Ltd. (the “Corporation”) is only required to deliver annual and interim financial statements and related Management’s Discussion & Analysis (“MD&A”) to a person or company that owns common shares of the Corporation and that requests them. If you wish to receive the Company’s annual financial statements and annual MD&A or interim financial statements and interim MD&A, you should complete the return form (the “Return Form”) on the last page hereof. Please forward the completed Return Form to the Corporation at the following address:

QUARTZ MOUNTAIN RESOURCES LTD.
Ste. 1500-1040 West Georgia Street
Vancouver, BC V6E 4H1
Tel: 604-684-6365
Fax: 604-684-8092
Toll Free: 1 800 667-2114

The Corporation reserves the right, in its discretion, to determine to send annual financial statements and MD&A, or any interim financial statements and MD&A, to all registered holders, or all registered holders and beneficial owners who are identified under NI 54-101 as having chosen to receive securityholder materials sent to beneficial owners of securities, notwithstanding elections which such holders or beneficial owners may make under the Return Form.

Failure to return the Return Form or otherwise specifically request a copy of financial statements or MD&A will override a beneficial owner’s standing instructions under National Instrument 54-101 in respect of such financial statements and MD&A. Notwithstanding the fact that you may have given previous instructions regarding delivery of materials, if you would like to receive the annual or interim financial statements together with MD&A, you should complete and return the Return Form to the Corporation.

Please note that a Return Form will be mailed to you each year. This Return Form is a request to receive

(i)         interim financial statements and MD&A which the Corporation may send to securityholders in 2015 and any other period prior to the Corporation sending a new request form in 2016 and/or

(ii)        annual financial statements and MD&A for the fiscal year ending July 31, 2014. If you wish to receive copies of financial statements or MD&A for any earlier period, you should send a separate request specifying the requested financial statements and MD&A.

A copy of the Corporation’s financial statements and MD&A may be accessed under the Corporation’s profile at www.sedar.com.

* * * * * * * * * *

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(COMPLETE AND RETURN THIS FORM)

RETURN FORM

QUARTZ MOUNTAIN RESOURCES LTD. (the “Corporation”)

If you would like to receive quarterly financials by email, please provide us with your
email address: _________________________________________________________

(Please mark the appropriate box with an “X”)

Registered Holder

[  ]	The undersigned is a registered holder of common shares of the Corporation and:
(a)	hereby requests that the undersigned be sent a copy of the Annual Financial Statements for the fiscal year ended July 31, 2014 and the MD&A for such statements	[  ]
(b)	hereby requests that the undersigned be sent a copy of the Interim Financial Statements and the MD&A for such statements for all fiscal quarters ending in 2015 and any subsequent quarters before a new Return Form is sent by the Corporation	[  ]

Non-Registered Holder

[  ]	The undersigned is a beneficial holder of common shares of the Corporation and:
(a)	hereby requests that the undersigned be sent a copy of the Annual Financial Statements for the fiscal year ended July 31, 2014 and the MD&A for such statements	[  ]
(b)	hereby requests that the undersigned be sent a copy of the Interim Financial Statements and MD&A for such statements for all fiscal quarters in 2015 and any subsequent quarters before a new Return Form is sent by the Corporation	[  ]

The undersigned acknowledges that this request shall expire and cease to have effect if the undersigned ceases to be either a registered holder or beneficial owner of securities of the Corporation.

Name:
	(please print)
Address:
	Postal/Zip Code
Signature:	___________________________________________ Date: ___________________________

FOR BENEFICIAL HOLDERS WHO DO NOT WANT TO DISCLOSE THEIR NAMES AND ADDRESS BUT WHO WANT TO RECEIVE A COPY OF THE ANNUAL FINANCIAL STATEMENTS AND MD&A AND/OR INTERIM FINANCIAL STATEMENTS AND MD&A, PLEASE CONTACT YOUR BROKER OR INTERMEDIARY.

OR

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