3 Sixty Risk Solutions Ltd. — AGM Information 2020

Sep 2, 2020

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3 SIXTY RISK SOLUTIONS LTD.

Notice of Annual General Meeting of Shareholders of 3 Sixty Risk Solutions Ltd.

to be held on

September 21, 2020

and

Management Information Circular

August 21, 2020

3 SIXTY RISK SOLUTIONS LTD.

12 – 83 Little Bridge Street Almonte, ON K0A 1A0

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting and special meeting (" Meeting ") of the holders of common shares (" Shares ") of 3 Sixty Risk Solutions Ltd. (" 3|Sixty " or the " Company ") will be held virtually via conference call at the Company’s headquarters located, 12 – 83 Little Bridge Street Almonte, ON K0A 1A0 on Monday, September 21, 2020 at 11:00 a.m. eastern standard time for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2019, together with the auditor's report thereon;

2. to set the number of directors at four;

3. to elect directors to the Company for the ensuing year;

4. to appoint MNP LLP as auditor of the Company for the ensuing year and authorize the directors to determine the remuneration to be paid to the auditor;

5. to transact such other business as may properly come before the Meeting and any adjournment thereof.

The Company's shareholders (" Shareholders ") are referred to the information circular for more detailed information regarding the foregoing matters to be considered at the Meeting.

Registered 3|Sixty Shareholders are requested to vote (i) by mail or personal delivery by dating, signing and returning the enclosed form of proxy to Odyssey Trust Company, Suite 702, 67 Yonge St, Toronto, Ontario M5C 1JB; or (ii) online at https://odysseytrust.com/Transfer-Agent/Login, in any case, prior to 11:00 a.m. (Toronto time) on Thursday, September 17, 2020 or, if the Meeting is adjourned or postponed, not less than two business days, excluding Saturdays, Sundays and holidays, prior to such adjourned or postponed meeting. Non-registered Shareholders receiving these materials through their broker or other intermediary should complete and return the voting instruction form provided to them by their broker or other intermediary in accordance with the instructions provided therein. Failure to do so may result in a holder's 3|Sixty shares not being voted at the Meeting.

Only Shareholders of record at the close of business on August 21, 2020 will be entitled to vote at the Meeting.

Participant dial-in: Canada/USA TF: 1-800-319-4610 Toronto Toll: +1-416-915-3239 International Toll: +1-604-638-5340

DATED at Almonte, Ontario, the 21[st] day of August, 2020.

ON BEHALF OF THE BOARD

(signed) "Thomas Gerstenecker"

Thomas Gerstenecker, Chief Executive Officer

3 SIXTY RISK SOLUTIONS LTD.

MANAGEMENT INFORMATION CIRCULAR

(as at August 21, 2020 except as otherwise indicated)

GENERAL PROXY MATTERS

Solicitation of Proxies

This information circular (" Circular ") is provided in connection with the solicitation of proxies by the management of 3 Sixty Risk Solutions Ltd. (the " Company ") for use at the annual general meeting of the holders (" Shareholders ") of common shares (" Shares ") of the Company to be held on Monday, September 21, 2020 (" Meeting "), at the time and place set out in the accompanying notice of annual general meeting (" Notice of Meeting "). The Company will bear the cost of this solicitation. The solicitation will be made by mail but may also be made by telephone.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy (" Proxy ") are directors and/or officers of the Company. A registered Shareholder may appoint another person to represent them at the Meeting by either striking out the printed names and inserting such person's name in the blank space provided or by completing another form of proxy.

To be valid, the completed Proxy must be delivered to Odyssey Trust Company (i) by mail or personal delivery to Odyssey Trust Company, Suite 702, 67 Yonge St, Toronto, Ontario M5C 1JB; or (ii) online at https://odysseytrust.com/Transfer-Agent/Login, in any case, prior to 11:00 a.m. (Toronto time) on Thursday, September 17, 2020 or, if the Meeting is adjourned or postponed, not less than two business days, excluding Saturdays, Sundays and holidays prior to such adjourned or postponed meeting.

The Proxy may be revoked by:

• (a) signing a proxy with a later date and delivering it at the time and place noted above;

• (b) signing and dating a written notice of revocation and delivering it to the registered office of the Company at any time up to and including the last business day before the day set for the holding of the Meeting. If the Shareholder is an individual, the notice of revocation must be signed by the Shareholder or his or her legal personal representative or trustee in bankruptcy. If the Shareholder is a corporation or other entity, the notice of revocation must be signed by the corporation or other entity or by the proxyholder appointed by such entity; or

• (c) attending the Meeting or any adjournment or postponement of the Meeting and registering with the scrutineer as a Shareholder present in person.

Voting of Proxies

The Shares represented by proxy in the enclosed form will be voted or withheld from voting by the persons named therein in accordance with the instructions of the registered Shareholder appointing them. If there is no direction by the registered Shareholder, Shares represented by valid proxies executed in favour of management will be voted FOR the approval of all resolutions set out in the Proxy. The Proxy confers discretionary authority to the person named in it to vote as such person sees fit on any amendments or variations to the matters identified in the Notice of Meeting, and any

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other matters which may properly come before the Meeting or any adjournment or postponement thereof. At the time of printing of this Circular, the management of the Company knows of no other matter which may come before the Meeting other than those referred to in the Notice of Meeting. However, if any such amendment, variation or other matter properly comes before the Meeting, the Shares represented by proxies in favour of management will be voted on such matters in accordance with the best judgment of the proxyholder.

Advice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name (referred to herein as " Beneficial Shareholders ") should note that only Proxies deposited by Shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered holders of Shares will be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, then those Shares will, in all likelihood, not be registered in the Shareholder's name. Such Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the United States, the vast majority of such common shares are registered under the name of Cede & Co., the registration name for The Depository Trust Company, which acts as nominee for many United States brokerage firms. Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted or withheld at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of instrument of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (" Broadridge ") in Canada. Broadridge typically prepares a machine-readable voting instruction form (" VIF "), mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Shares directly at the Meeting. The VIFs must be returned to Broadridge (or instructions respecting the voting of Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the common shares voted. If you have any questions respecting the voting of Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

The Notice of Meeting, Circular, Proxy and VIF, as applicable, are being provided to both registered shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories: those who object to their identity being known to the issuers of securities which they own (" OBOs ") and those who do not object to their identity being made known to the issuers of the securities which they own (" NOBOs "). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of

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Securities of a Reporting Issuer (" NI 54-101 "), issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Shares on your behalf.

Pursuant to the provisions of NI 54-101, the Company is providing the Notice of Meeting, Circular and Proxy or VIF, as applicable, to both registered owners of the securities and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding common shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. As a result, if you are a non-registered owner of the securities, you can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided or by facsimile. In addition, telephone voting and internet voting instructions can be found on the VIF. Computershare will tabulate the results of the VIFs received from the Company's NOBOs and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.

The Company's OBOs can expect to be contacted by Broadridge or their brokers or their broker's agents. The Company will assume the costs associated with the delivery of the Notice of Meeting, Circular and VIF, as set out above, to OBOs by intermediaries.

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

Other than as disclosed elsewhere in this Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee for election as a director of the Company and no associate or affiliate or any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

As of the date of this Circular, the Company's authorized capital consists of an unlimited number of Shares of which 188,447,892 Shares are issued and outstanding. All Shares carry the right to one vote at the Meeting.

Shareholders registered as at August 21, 2020, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and executive officers of the Company, as of the date of this Circular, the only person or company that beneficially owns, directly or indirectly, or exercises control or direction over, directly or indirectly, 10% or more of the issued and outstanding common shares of the Company is:

Name	No. of Shares	Percentage
Inkas Security Services Ltd. Ontario, Canada	29,300,198	19.95%

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FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the fiscal period ended December 31, 2019 and report of the auditor thereon will be placed before the Meeting. These documents have been filed with the securities commissions or similar regulatory authorities in British Columbia, Alberta and Ontario. Copies of the documents may be obtained by a Shareholder upon request without charge from the Company at 12 – 83 Little Bridge Street, Almonte, ON K0A 1A0, or by telephone: 1-866-360-3360. These documents are also available through the internet on SEDAR at www.sedar.com. No vote by Shareholders with respect to this matter is required.

NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at four (4).

Management recommends the approval of the resolution to set the number of directors of the Company at four. Unless otherwise instructed, the instruments of Proxy accompanying this Circular will be voted FOR the resolution to set the number of directors of the Company at seven.

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. The four persons named below will be presented for election at the Meeting as management's nominees and unless otherwise directed, this Circular will be voted FOR the election of these nominees in the absence of instructions to the contrary. Management does not contemplate that any of the nominees will be unable to serve as a director. Each director elected will hold office until the next annual meeting of the Company or until a successor is duly elected or appointed or unless his office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act (British Columbia). No class of shareholders of the Company has the right to elect a specified number of directors or to cumulate their votes for directors.

Advance Notice Provisions

Pursuant to Section 14.12 of the Company's current Articles, any additional director nominations for an annual general meeting must be received by the Company not less than 35 days nor more than 65 days prior to the date of the Meeting. As no nominations were received by August 17, 2020 being the date which is 35 days prior to the Meeting, management's nominees for election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.

Summary of Directors' Biographical Information and Security Holdings

The following table sets out, for each nominee, their name, province or state, and country of residence, the offices they hold within the Company, their present principal occupation, business or employment and (if applicable) within the five preceding years, the period(s) during which they have served as a director of the Company, and the number of Shares and its subsidiaries which each beneficially owns, or over which control or direction is exercised, directly or indirectly, as of the date of this Circular:

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|Name, province or state and
country of residence and positions,
current and former, if any, held in
the Company
THOMAS GERSTENECKER
Ontario, Canada
Interim Chairman and Director
Chief Executive Officer
DAVID BECK(2)(3)
Ontario, Canada
Director
ARIEL MASHIYEV(3)
Ontario, Canada
Director
CHRISTIAN GRUNT(2)(3)
Ontario, Canada
Director
VACANT|Principal occupation
for last fiveyears
Founder and Chief
Executive Officer of
3|Sixty
Founder and Principal of
Sprout Capital
Chief Executive Officer
of iLobby
Principal at ScaleUp
Ventures, Inc.|Served as
director
since
January,
2019
April, 2020
April, 2020
July, 2020|Number of Shares
beneficially owned, directly
or indirectly, or controlled
or directed atpresent(1)|
|---|---|---|---|
||||14,300,000
14,800,000
0
1,265,000|

Notes:

(1) On a fully-diluted basis.

• (2) Member of the Audit Committee

(3) Member of the Compensation & Governance Committee

Nitin Kaushal, a current serving director of the board, will not be seeking re-election at the Meeting.

No proposed director is being elected under any arrangement or understanding between the proposed director and any other person or company except the directors and executive officers of the Company acting solely in such capacity.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, no proposed director of the Company is, or has been, within the ten years prior to the date of this Circular, a director or chief executive officer or chief financial officer of any company, including the Company, that:

• (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days that was issued while that person was acting in that capacity; or

• (b) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued after that person ceased acting in that capacity and which resulted from an event that occurred while that person was acting in that capacity.

Thomas Gerstenecker, David Beck, and Ariel Mashiyev were directors of the company when the company was subject to a cease trade order for a period of more than 30 consecutive days. The company is subject to a cease trade order issued by the Ontario Securities Commission on July 15, 2020.

No proposed director of the Company is, or has been, within the ten years prior to the date of this Circular, a director or executive officer of any company, including the Company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a

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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.

Individual Bankruptcies

No proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or 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.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

APPOINTMENT OF AUDITOR

At the Meeting, Shareholders will be asked to pass an ordinary resolution to re-appoint MNP LLP as auditor of the Company to hold office until the close of the next annual meeting of the Shareholders at remuneration to be fixed by the directors.

Unless otherwise instructed, the instruments of Proxy accompanying this Circular will be voted FOR the appointment of MNP LLP as the auditors of the Company to hold office for the ensuing year at remuneration to be fixed by the Board of Directors of the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

During the financial year ended December 31, 2019, the Company had four "Named Executive Officers", being Thomas Gerstenecker, the Chief Executive Officer (" CEO "), Carlo Rigillo, the Chief Financial Officer (" CFO "), Neil Weaver, the Chief Commercial Officer (" CCO "), and David Hyde, the President of the Company.

For this purpose, "Named Executive Officer" means: (a) each Chief Executive Officer, (b) each Chief Financial Officer, (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.

Compensation Discussion & Analysis

The Company is listed on the Canadian Securities Exchange (" CSE ") and its primary business is the provision cash in transit; high value storage; protective services; secured transport; high risk training, personal protection, and security risk management consulting. The compensation to the Named Executive Officers is comprised of a salary and discretionary incentive stock options that may be granted from time

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to time. The Company grants incentive stock options for the purposes of assisting the Company in compensating, attracting, retaining and motivating its Named Executive Officers.

The Board of Directors of the Company (the " Board ") together with the Compensation & Governance Committee has the responsibility to administer compensation policies related to executive management of the Company, including option-based awards.

The responsibilities of the Compensation & Governance Committee include assisting the Board with respect to, among other things: (a) developing a compensation philosophy and policies; (b) reviewing and approving goals and objectives relevant to the Chief Executive Officer's compensation, evaluating the performance of the Chief Executive Officer in light of those goals and objectives and making recommendations to the Board for the Chief Executive Officer's compensation based on the evaluation; (c) reviewing and making certain determinations with respect to the compensation of senior executives other than the Chief Executive Officer; (d) making recommendations to the Board with respect to the form of compensation of the directors; and (e) reviewing executive compensation disclosure.

In addition to the Compensation & Governance Committee members' general business experience, the following direct experience (and the skills gained from this experience) is also relevant to their responsibilities to make decisions on the suitability of the Corporation's compensation policies and practices:

• David Beck: possesses over 30 years’ experience with national financial institutions in various capacities as a financial analyst, institutional and proprietary trader and in investment banking. Mr. Beck holds an MBA from the Ivey Business School, University of Western Ontario and a B.Sc. (Engineering Physics) from Queens University. Mr. Beck has also been a board member of various public and private companies.

• Ariel Mashiyev: entrepreneurial expertise in building, operating and scaling companies. Current CEO of iLobby® Corp, a global leader in the Enterprise Visitor Management space, and former CEO of ISO Office, a FinTech software company. Previous experience as a board member of INKAS Security Services Ltd.

• Christian Grunt: has extensive investment management, technology and governance experience. Previous experience includes technology investment banking with Jefferies in their Silicon Valley office and policy, with the Finance Minister of Canada’s Office, Government of Canada in Ottawa. Christian’s currently a Principal with ScaleUP Ventures, one of Canada’s leading venture capital funds, with $106MM assets under management committed from some of Canada’s largest enterprises and institutional investors. Christian holds a BComm from the Ted Rogers School of Management, Ryerson University.

Option-Based Awards

The following summarizes the principal features of the Company's stock option plan dated January 4, 2019 (" Stock Option Plan ") and is qualified in its entirety by the full text of the Stock Option Plan, which will be available for review at the Meeting:

• (a) Participation in the Plan – The Compensation & Governance Committee shall, from time to time and in its sole discretion, determine those executives, employees and consultants to whom options to purchase the Company's shares (" Company Options ") are to be granted;

• (b) Maximum Plan Shares - Subject to adjustment as provided for in the Stock Option Plan, the number of Shares which will be reserved for issuance pursuant to Company Options

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granted pursuant to the Stock Option Plan, plus any other outstanding incentive stock options of the Company granted pursuant to a previous stock option plan or agreement, will be 10% of the number of Company Shares outstanding from time to time (the " Outstanding Issue ");

• (c) Limitations on Issue - The following limitations shall apply to the Stock Option Plan and Company Options issued thereunder:

• (i) the maximum number of Company Options which may be granted to any one holder of an option security issued under the Stock Option Plan (an " Option Holder ") within any 12 month period shall be 5% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval if required by regulatory rules);

• (ii) if required by regulatory rules, disinterested shareholder approval is required for the grant to related persons, within a 12 month period, of a number of Options which, when added to the number of outstanding incentive stock options granted to related persons within the previous 12 months, exceeds 10% of the issued Shares;

• (iii) the expiry date of a Company Option shall be no later than the tenth anniversary of the grant date of such Company Option;

• (iv) the maximum number of Company Options which may be granted to any one Consultant within any 12 month period must not exceed 2% of the Outstanding Issue; and

• (v) the maximum number of Company Options which may be granted within any 12 month period to employees or consultants engaged in investor relations activities must not exceed 2% of the Outstanding Issue and such options must vest in stages over 12 months with no more than 25% of the Company Options vesting in any three month period.

• (d) Exercise Price . The exercise price at which an Option Holder may purchase a Company Share upon the exercise of a Company Option shall be determined by the Compensation & Governance Committee and shall be set out in the option certificate issued in respect of the Company Option. The exercise price shall not be less than the market value of the Company Shares as of the grant date. The market value of the Company Shares for a particular grant date shall be determined as follows:

• (i) for each organized trading facility on which the Company Shares are listed, market value will be the closing trading price of the Company Shares on the day immediately preceding the grant date (as defined in the Stock Option Plan), and may be less than this price if it is within the discounts permitted by the applicable regulatory authorities;

• (ii) if the Company Shares are listed on more than one organized trading facility, the market value shall be the market value as determined in accordance with subparagraph (i) above for the primary organized trading facility on which the Company Shares are listed, as determined by the Compensation & Governance Committee, subject to any adjustments as may be required to secure all necessary regulatory approvals;

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• (iii) if the Company Shares are listed on one or more organized trading facilities but have not traded during the ten trading days immediately preceding the grant date, then the market value will be, subject to any adjustments as may be required to secure all necessary regulatory approvals, such value as is determined by the Compensation & Governance Committee; and

• (iv) if the Company Shares are not listed on any organized trading facility, then the market value will be, subject to any adjustments as may be required to secure all necessary regulatory approvals, such value as is determined by the Compensation & Governance Committee to be the fair value of the Company Shares, taking into consideration all factors that the Compensation & Governance Committee deems appropriate, including, without limitation, recent sale and offer prices of the Company Shares in private transactions negotiated at arms' length.

Notwithstanding anything else contained herein, in no case will the market value be less than the minimum prescribed by each of the organized trading facilities that would apply to the Company on the grant date in question.

• (e) Vesting of Company Options and Acceleration . The vesting schedule for a Company, if any, shall be determined by the Compensation & Governance Committee and shall be set out in the option certificate issued in respect of the Company Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Company Options including, without limitation, on triggering event, and such acceleration will not be considered an amendment to the Company Option in question requiring the consent of the Option Holder.

• (f) Termination of Option . Subject to such other terms or conditions that may be attached to Company Options, an Option Holder may exercise a Company Option in whole or in part at any time and from time to time during the exercise period. Any Company Option or part thereof not exercised within the exercise period shall terminate and become null, void and of no effect as of the expiry time on the expiry date. The expiry date of a Company Option shall be the earlier of the date so fixed by the Compensation & Governance Committee at the time the Company Option is granted as set out in the option certificate and the date established under the Stock Option Plan including:

• (i) Ceasing to Hold Office - In the event that the Option Holder holds his or her Company Option as an executive and such Option Holder ceases to hold such position other than by reason of death or disability, the expiry date of the Company Option shall be, unless otherwise determined by the Compensation & Governance Committee and expressly provided for in the option certificate, the 30th day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold such position as a result of:

  • (A) ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;

  • (B) a special resolution having been passed by the shareholders of the Company removing the Option Holder as a director of the Company or any Subsidiary; or

  • (C) an order made by any regulatory authority having jurisdiction to so order, in which case the expiry date shall be the date the Option Holder ceases to hold such position; or

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• (D) in which case the expiry date shall be the date the Option Holder ceases to hold such position; or

• (ii) Ceasing to be Employed or Engaged - In the event that the Option Holder holds his or her Company Option as an employee or consultant and such Option Holder ceases to hold such position other than by reason of death or disability, the expiry date of the Company Option shall be, unless otherwise determined by the Compensation & Governance Committee and expressly provided for in the option certificate, the 30th day following the date the Option Holder ceases to hold such position, unless the Option Holder ceases to hold such position as a result of:

• (A) termination for cause;

• (B) resigning his or her position; or

• (C) an order made by any regulatory authority having jurisdiction to so order,

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option Holder ceases to hold the position of executive, employee or consultant for which the Company Option was originally granted, but comes to hold a different position as an executive, employee or consultant prior to the expiry of the Company Option, the Compensation & Governance Committee may, in its sole discretion, choose to permit the Company Option to stay in place for that Option Holder with such Company Option then to be treated as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Company Option in question requiring the consent of the Option Holder. Notwithstanding anything else contained herein, in no case will a Company Option be exercisable later than the expiry date of the Company Option.

• (iii) Death and/or Disability of an Option Holder – In the event of the Option Holder's death, disability or disability and death, any Company Options held by such Option Holder shall pass to the personal representative of the Option Holder and shall be exercisable by the personal representative on or before the date which is the earlier of: one year following the date of death, disability or disability and death; and the applicable expiry date.

• (iv) Triggering Events – Subject to the Company complying with s. 11.5 of the Stock Option Plan (Notice of Termination by Triggering Event) and any necessary regulatory approvals and notwithstanding any other provisions of this Stock Option Plan or any option certificate, the Compensation & Governance Committee may, without the consent of the Option Holder in question:

• (A) cause all or a portion of any of the Company Options granted under the Stock Option Plan to terminate upon occurrence of a triggering event; or

• (B) cause all or a portion of any of the Company Options granted under the Stock Option Plan to be exchanged for incentive stock options of another corporation upon the occurrence of a triggering event in such ratio and at such exercise price as the committee deems appropriate, acting reasonably.

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Such termination or exchange shall not be considered an amendment requiring the Option Holder's consent.

• (v) Assignability of Company Options. All Company Options will be exercisable only by the Option Holder to whom they are granted and will not be assignable or transferable, except upon death or disability of the Option Holder, and in such case will be exercisable, within a limited period of time, only by the personal representative of such Option Holder.

• (vi) Amendments. Subject to any required regulatory approvals, the Compensation & Governance Committee may from time to time amend any existing Company Option or the Stock Option Plan or the terms and conditions of any Company Option thereafter to be granted provided that where such amendment relates to an existing Company Option and it would:

• (A) materially decrease the rights or benefits accruing to an Option Holder; or

• (B) materially increase the obligations of an Option Holder; then, unless otherwise excepted out by a provision of the Stock Option Plan, the Compensation & Governance Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the exercise price of a Company Option is reduced the Option Holder is a related person of the Company, the related person must not exercise the option at the reduced exercise price until the reduction in exercise price has been approved by the disinterested shareholders of the Company, if required by the CSE.

Pension Benefits

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Termination and Change of Control Benefits

The Company has no compensatory plan, contract or arrangement where a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) to compensate such executive officer in the event of resignation, retirement or other termination of the Named Executive Officer's employment with the Company or its subsidiaries, a change of control of the Company, or a change in responsibilities of the Named Executive Officer following a change in control.

Summary Compensation Table

Set out below is a summary of compensation paid during the Company's three most recently completed financial year, ended December 31, 2019 to the Company's Named Executive Officers:

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Non-equity incentive plan compensation ($)

Name and principal position Thomas Gerstenecker CEO and Director Carlo Rigillo CFO Neil Weaver CCO David Hyde President	Year 2019 2019 2019 2019	Salary ($) 277,000 212,000 237,000 254,000	Share- based awards ($) — — —	Option- based awards ($) — —	Annual incentive plans — — — —	Long- term incentive plans — — — —	Pension value ($) — — — —	All other comp- ensation ($) — — — —	Total comp- ensation ($)
									277,000 212,000 237,000 254,000

Notes:

1. David Hyde was terminated on 13 November 2019.

2. Carlo Rigillo was terminated on 26 February 2020.

3. Neil Weaver was terminated on 30 April 2020.

4. Thomas Gerstenecker’s salary has been reduced to $200,000 in fiscal 2020.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the outstanding share-based awards and option-based awards held by the Named Executive Officers of the Company at the end of the most recently completed financial year:

Outstanding Share-Based Awards and Option-Based Awards

Name Thomas Gerstenecker, CEO and Director Carlo Rigillo, CFO David Hyde, President		Option-based Awards	Option-based Awards	Value of unexercised in-the-money options(2) ($) Nil Nil Nil	Share-based Awards
	Number of securities underlying unexercise d options (#) 1,300,000 250,000 300,000	Option exercise price(2) ($) 0.10 $0.10 $0.85	Option expiration date 2021 2021 2020		Number of shares or units of shares that have not vested (#) Market or payout value of share-based awards that have not vested ($) Nil Nil Nil Nil Nil Nil

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Notes:

• (1) "In-the-Money Options" means the excess of the market value of the Company's shares on August 21, 2020 over the exercise price of the options. The market price for the Company's common shares on August 21, 2020, was $0.055.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed financial year by each Named Executive Officer:

Value Vested or Earned for Incentive Plan Awards During the Most Recently Completed Financial Year

Name Thomas Gerstenecker, CEO and Director Carlo Rigillo, CFO Neil Weaver, CCO David Hyde, President	Option-based awards – Value vested during the year(1) ($) Nil Nil Nil Nil	Share-based awards – Value vested during the year ($) Non-equity incentive plan compensation – Value earned during the year ($) Nil Nil Nil Nil Nil Nil Nil Nil

Note:

(1) All options granted to the Named Executive Officers vested on the date of grant and the exercise price of such options was equal to the closing price of the Company's shares as of the date of grant.

DIRECTOR COMPENSATION

Other than compensation paid to the Named Executive Officers, and except as noted below, no compensation was paid to directors in their capacity as directors of the Company in their capacity as members of a committee of the Board or of a committee of the Board of Directors, or as consultants or experts, during the Company's most recently completed financial year.

The following table sets forth the details of compensation provided to the directors, other than the Named Executive Officers during the Company's most recently completed financial year:

Director Compensation Table

Name Gaetan Lussier Igor Gimelshtein Vernon White Nancy Croitoru	Fees Earned ($) — — — —	Share- based Awards ($) — — — —	Option- based Awards ($) — — — —	Non-Equity Incentive Plan Compensation ($) — — — —	Pension Value ($) — — — —	All Other Compensation ($) Total ($) — — — — — — — —

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Nitin Kaushal — — — — — — — Rick Gabrielson — — — — — — —

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the outstanding share-based awards and option-based awards held by the directors of the Company (excluding directors who are otherwise Named Executive Officers) at the end of the most recently completed financial year:

Name Gaetan Lussier Nitin Kaushal Igor Gimelshtein Vernon White Rick Garbrielson Nancy Croitoru		Option-based Awards	Option-based Awards	Value of unexercised in-the- money options(2) ($) Nil Nil Nil Nil Nil Nil	Share-based Awards
	Number of securities underlying unexercised options (#) Nil Nil Nil Nil Nil Nil	Option exercise price ($) Nil Nil Nil Nil Nil Nil	Option expiration date Nil Nil Nil Nil		Number of shares or units of shares that have not vested (#) Market or payout value of share- based awards that have not vested ($) Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
			Nil
			Nil

Notes:

• (1) "in-the-money options" means the excess of the market value of the company's shares on august 21, 2020 over the exercise price of the options. The market price for the company's common shares on august 21, 2020, was $0.055.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details of the value vested or earned for all incentive plan awards during the most recently completed fiscal year by each director of the Company (excluding directors who are otherwise Named Executive Officers):

Value Vested or Earned for Incentive Plan Awards during the Most Recently Completed Financial Year

Name Gaetan Lussier	Option-based awards – Value vested during the year ($) Nil	Share-based awards – Value vested during the year ($) Non-equity incentive plan compensation – Value earned during the year ($) Nil Nil

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Igor Gimelshtein	Nil	Nil	Nil
Vernon White	Nil	Nil	Nil
Nancy Croitoru	Nil	Nil	Nil
Nitin Kaushal	Nil	Nil	Nil
Rick Gabrielson	Nil	Nil	Nil

Note:

• (1) All options granted to the directors vested on the date of grant and the exercise price of such options was equal to the closing price of the Company's shares as of the date of grant.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the current or former directors, executive officers, employees of the Company or its subsidiaries, or their respective associates, are as of the date of this Circular, or have been since the beginning of the last completed financial year of the Company, indebted to the Company or any of its subsidiaries (or another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company or any of its subsidiaries).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this Circular or as set forth below, no director or executive officer of the Company, no proposed nominee for election to the Board, no person or company who beneficially owns, exercises control or direction over (or a combination of both), directly or indirectly, more than 10% of the issued and outstanding Shares, no director or officer of such shareholder and or no associate or affiliate of any of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the last completed financial year of the Company or proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

Other than as disclosed elsewhere in this Circular, there are no management functions of the Company or its subsidiaries which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company or its subsidiaries.

AUDIT COMMITTEE

National Instrument 52-110 Audit Committees , (" NI 52-110 ") requires the Company to disclose annually certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

Audit Committee Charter

The text of the audit committee's charter is attached as Schedule "A" to this Circular.

Composition of Audit Committee and Independence

As of the date of this Circular, the audit committee is composed of Nitin Kaushal, David Beck and Christian Grunt. As required by the policies of the CSE and Business Corporations Act (British Columbia), a majority of the members of the Company's audit committee are not officers or executive employees of the Company

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and each of the members of the audit committee is "financially literate" within the meaning of NI 52-110 and "independent" as that term is defined in NI 52-110.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the audit committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board of Directors of the Company.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on:

• (a) the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110;

• (b) subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer );

• (c) subsection 6.1.1(5) ( Events Outside Control of Member );

• (d) subsection 6.1.1(6) ( Death, Incapacity or Resignation ); or

• (e) an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions

Pre-Approval Policies and Procedures

The audit committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following table sets forth the fees paid by the Company to MNP LLP, for services rendered in each of the last two fiscal years:

Audit fees(1)............................................................................................................. Audit-related fees ................................................................................................... Tax fees .................................................................................................................. All other fees ........................................................................................................... Total ........................................................................................................................	\Year Ended December 31, 2019
	$217,350 — $2,800 —
	$220,150

Notes:

(1) To date

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Exemption in Section 6.1

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Part 3 ( Composition of Audit Committee ) and Part 5 ( Reporting Obligations ).

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices , requires all companies to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (" Guidelines ") adopted in National Policy 58-201. These Guidelines are not prescriptive, but have been used by the Company in adopting its corporate governance practices. The Company's approach to corporate governance is set out below.

Board of Directors

The Board of Directors of the Company consists of four individuals.

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as "independent" directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect "material relationship" with the Company. The "material relationship" is defined as a relationship which could, in the view of the Company's Board, reasonably interfere with the exercise of a director's independent judgement. [Four] of the current members of the Board are considered "independent" within the meaning of NI 52-110, excluding Thomas Gerstenecker, who is the CEO of the Company.

Directorships

The following directors of the Company are directors of other reporting issuers:

Name Thomas Gerstenecker ..................................................................................... David Beck ..................................................................................................... Ariel Mashiyev ............................................................................................... Christian Grunt ...............................................................................................

Name of Reporting Issuer

No directors of the Company are directors of other reporting issuers

Orientation and Continuing Education

The Board does not have any formal policies with respect to the orientation of new directors nor does it take any measures to provide continuing education for the directors. At this stage of the Company's development the Board does not feel it necessary to have such policies or programs in place.

Ethical Business Conduct

The Board has adopted a written Code of Business Conduct and Ethics (the " Code ") to outline principles to which 3|Sixty's employees, officers and directors are expected to adhere in the conduct of the Company's business. The Code addresses, among other things, conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of corporate information, compliance with laws and the reporting of illegal or unethical behaviour. All employees, officers and directors are expected to abide by

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the Code. Compliance with the Code is monitored by the Compensation & Governance Committee. In order to ensure compliance with the Code, directors, officers and other employees of the Corporation may be required to provide certificates of compliance with the Code at least annually. The Code is available on SEDAR at www.sedar.com.

The Company has also adopted a whistleblower policy [and other policies] with a view to promoting a culture of ethical business conduct.

Nomination and Assessment

The Board does not have a formal process in place with respect to the appointment of new directors. The Board expects that when the time comes to appoint new directors to the Board that the nominees would be recruited by the current Board members, and the recruitment process would involve both formal and informal discussions among Board members and the senior officers of the Company.

The Board monitors, but does not formally assess, the performance of individual Board members and their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company's size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time.

Compensation

It is the Compensation & Governance Committee's responsibility to: develop a compensation philosophy and policy; evaluate and make recommendations to the Board regarding cash, equity-based and incentive compensation of the Company's directors and senior executives; review and approve the goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives and make recommendations to the Board for the Chief Executive Officer's compensation based on the evaluation; review and make recommendations to the Board with respect to the compensation of directors; make certain determinations with respect to the compensation of senior executives other than the Chief Executive Officer; and review executive compensation disclosure before the Company publicly discloses the information.

For information regarding the process by which the Board determines the compensation for the Company's senior executives, please see "Statement of Executive Compensation – Compensation Discussion and Analysis". For information regarding the process by which the Board determines the compensation for the Company's directors, please see "Statement of Executive Compensation – Director Compensation".

Other Board Committees

At the present time, the Audit Committee and the Compensation & Governance Committee are the only standing committees of the Board. The written charter of the Audit Committee, as required by NI 52-110, is contained in Schedule "A" to this Circular. As the Company grows, and its operations and management structure became more complex, the Board expects it will constitute formal standing committees, such as a Nominating Committee, and will ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.

Assessments

The Board reviews its own performance and effectiveness as well as the effectiveness and performance of its committees. Effectiveness is subjectively measured by comparing actual corporate results with objectives. The contributions of individual directors are informally monitored by other Board members,

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bearing to mind the business strengths of the individual and the purpose of originally nominating the individual to the Board.

The Board believes its corporate governance practices are appropriate and effective for the Company, given its size and operations.

PARTICULARS OF MATTERS TO BE ACTED UPON

General Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the person named in the Proxy intends to vote on any poll, in accordance with his or her best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment of the Meeting.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Financial information about the Company is provided by the Company's comparative audited consolidated annual financial statements for the year ended December 31, 2019, a copy of which, together with Management's Discussion and Analysis for that period, can be found on SEDAR at www.sedar.com or by contacting the Company at 1-866-360-3360.

BOARD APPROVAL

The contents of this Circular have been approved and its mailing authorized by the directors of the Company.

DATED at Almonte, Ontario, the 21[st] day of August, 2020.

ON BEHALF OF THE BOARD

(signed) "Thomas Gerstenecker"

Thomas Gerstenecker, Chief Executive Officer

SCHEDULE "A" AUDIT COMMITTEE CHARTER

3 SIXTY RISK SOLUTIONS LTD. AUDIT COMMITTEE CHARTER

This charter (the '' Charter' ') sets forth the purpose, composition, responsibilities and authority of the Audit Committee (the '' Committee '') of the board of directors (the '' Board '') of 3 Sixty Risk Solutions Ltd. (the '' Company '').

1. STATEMENT OF PURPOSE

• (a) The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

• (i) financial reporting and related financial disclosure;

• (ii) the implementation of risk management and internal control over financial reporting and disclosure controls and procedures; and

• (iii) external and internal audit processes.

2.

COMMITTEE MEMBERSHIP

• (a) The Committee shall consist of as many directors of the Board as the Board may determine (the '' Members ''), but in any event, not less than 3 (three) Members. Each Member shall meet the criteria for independence and financial literacy established by applicable laws and the rules of any stock exchanges upon which the Company's securities are listed, including National Instrument 52-110 – Audit Committees (''NI 52-110'') subject to any exceptions permitted under NI 52-110. NI 52-110 requires that to be independent, a Member be free of any relationship which could, in the view of the Board, reasonably interfere with the exercise of a Member's independent judgment, and that the member meets certain brightline tests.

• (b) Members shall be appointed by the Board, taking into account any recommendation that may be made by the Compensation and Governance Committee of the Board (the '' C&G Committee ''). Any Member may be removed and replaced at any time by the Board, and may automatically cease to be a Member if he or she ceases to meet the qualifications required of Members. The Board will fill vacancies on the Committee by appointment from among qualified directors of the Board, taking into account any recommendation that may be made by the C&G Committee. If a vacancy exists on the Committee, the remaining Members may exercise all of its powers so long as there is a quorum.

3. CHAIR

The Board will designate one of the independent directors of the Board to be the chair of the Committee (the '' Chair ''), taking into account any recommendation that may be made by the C&G Committee.

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4. QUALIFICATIONS

All Members shall be independent and financially literate as described above, subject to available exemptions under NI 52-110. Members must have suitable experience and must be familiar with auditing and financial matters.

5. ATTENDANCE OF EX OFFICIO MEMBERS, MANAGEMENT AND OTHER PERSONS

The Committee may invite, at its discretion, senior executives of the Company or such persons as it sees fit to attend meetings of the Committee and to take part in the discussion and consideration of the affairs of the Committee. The Committee may also require senior executives or other employees of the Company to produce such information and reports as the Committee may deem appropriate in the proper exercise of its duties. Senior executives and other employees of the Company shall attend a Committee meeting if invited by the Committee. The Committee may meet without senior executives in attendance for a portion of any meeting of the Committee.

6. DELEGATION

Subject to applicable law, the Committee may delegate any or all of its functions to any of its Members or any sub-set thereof, or other persons, from time to time as it sees fit.

7. COMMITTEE OPERATIONS

7.1 Meetings

• (a) The Chair, in consultation with the other Members, shall determine the schedule and frequency of meetings of the Committee. Meetings of the Committee shall be held at such times and places as the Chair may determine. To the extent possible, advance notice of each meeting will be given to each Member unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings of the Committee either in person or by telephone, video or other electronic means. Powers of the Committee may also be exercised by written resolutions signed by all Members.

• (b) At the request of the external auditors of the Company, the Chief Executive Officer or the Chief Financial Officer of the Company or any Member, the Chair shall convene a meeting of the Committee. Any such request shall set out in reasonable detail the business proposed to be conducted at the meeting so requested.

7.2

Agenda and Reporting

• (a) To the extent possible, in advance of every regular meeting of the Committee, the Chair shall prepare and distribute, or cause to be prepared and distributed, to the Members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require senior executives and other employees of the Company to produce such information and reports as the Committee may deem appropriate in order for it to fulfill its duties.

• (b) The Chair shall report to the Board on the Committee's activities since the last Board meeting. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board. Minutes of each meeting of the Committee shall be circulated to the Directors following approval of the minutes by the

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Members. The Committee shall oversee the preparation of, review and approve the applicable disclosure for inclusion in the Company's annual information form.

7.3 Secretary and Minutes

The secretary of the Company may act as secretary of the Committee unless an alternative secretary is appointed by the Committee. The secretary of the Committee shall keep regular minutes of Committee proceedings and shall circulate such minutes to all Members and to the chair of the Board (and to any other Director that requests that they be sent to him or her) on a timely basis.

7.4 Quorum and Procedure

A quorum for any meeting of the Committee will be a simple majority. The procedure at meetings will be determined by the Committee. The powers of the Committee may be exercised at a meeting where a quorum is present or by resolution in writing signed by all Members. In the absence of the Chair, the Committee may appoint one of its other Members to act as Chair of any meeting.

7.5 Exercise of Power between Meetings

Between meetings, the Chair, or any Member designated for such purpose by the Committee, may, if required in the circumstance, exercise any power delegated by the Committee on an interim basis. The Chair or other designated Member will promptly report to the other Members in any case in which this interim power is exercised.

8. DUTIES AND RESPONSIBILITIES

The Committee is responsible for performing the duties set out below and any other duties that may be assigned to it by the Board as well as any other functions that may be necessary or appropriate for the performance of its duties.

8.1 Financial Reporting and Disclosure

• (a) Review and recommend to the Board for approval, the audited annual financial statements, including the auditors' report thereon, the quarterly financial statements, annual and interim management discussion and analysis, financial reports, earnings releases, and other applicable financial disclosure, prior to the public disclosure of such information.

• (b) Review and recommend to the Board for approval, where appropriate, financial information contained in any prospectuses, annual information forms, annual reports to shareholders, management proxy circulars, material change disclosures of a financial nature and similar disclosure documents prior to the public disclosure of such documents or information.

• (c) Review with senior executives of the Company, and with external auditors, significant accounting principles and disclosure issues and alternative treatments under International Financial Reporting Standards ('' IFRS ''), with a view to gaining reasonable assurance that financial statements are accurate, complete and present fairly the Company's financial position and the results of its operations in accordance with IFRS, as applicable.

• (d) Seek to ensure that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial

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statements, the Company's disclosure controls and procedures and periodically assess the adequacy of those procedures and recommend any proposed changes to the Board for consideration.

8.2 Internal Controls and Internal Audit

• (a) Review the adequacy and effectiveness of the Company's internal control and management information systems through discussions with senior executives of the Company and the external auditor relating to the maintenance of: (i) necessary books, records and accounts in sufficient detail to accurately and fairly reflect the Company's transactions; (ii) effective internal control over financial reporting; and (iii) adequate processes for assessing the risk of material misstatements in the financial statements and for detecting control weaknesses or fraud. From time to time the Committee shall assess any requirements or changes with respect to the establishment or operations of the internal audit function having regard to the size and stage of development of the Company at any particular time.

• (b) Satisfy itself, through discussions with senior executives of the Company that the adequacy of internal controls, systems and procedures has been periodically assessed in accordance with regulatory requirements and recommendations.

• (c) Review and discuss the Company's major financial risk exposures and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities.

• (d) Review and make recommendations to the Board regarding, the adequacy of the Company's risk management policies and procedures with regard to identification of the Company's principal risks and implementation of appropriate systems and controls to manage such risks including an assessment of the adequacy of insurance coverage maintained by the Company.

• (e) Periodically review the Company's policies and procedures for reviewing and approving or ratifying related- party transactions.

8.3 External Audit

• (a) Recommend to the Board a firm of external auditors to be nominated for appointment as the external auditor of the Company.

• (b) Ensure the external auditors report directly to the Committee on a regular basis.

• (c)

• Review the independence of the external auditors.

• (d) Review and recommend to the Board the fee, scope and timing of the audit and other related services rendered by the external auditors.

• (e) Review the audit plan of the external auditors prior to the commencement of any audit. Establish and maintain a direct line of communication with the Company's external auditors.

• (f) Meet in camera with only the auditors, senior executives of the Company, or the Members, where and to the extent that, such parties are present, at any meeting of the Committee.

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• (g) Oversee the work of the external auditors of the Company with respect to preparing and issuing an audit report or performing other audit or review services for the Company, including the resolution of issues between senior executives of the Company and the external auditors.

• (h) Review the results of the external audit and the external auditor's report thereon, including discussions with the external auditors as to the quality of accounting principles used and any alternative treatments of financial information that have been discussed with senior executives of the Company and any other matters.

• (i) Review any material written communications between senior executives of the Company and the external auditors and any significant disagreements between the senior executives and the external auditors.

• (j) Discuss with the external auditors their perception of the Company's financial and accounting personnel, records and systems, the cooperation which the external auditors received during their course of their review and availability of records, data and other requested information and any recommendations with respect thereto.

• (k) Discuss with the external auditors their perception of the Company's identification and management of risks, including the adequacy or effectiveness of policies and procedures implemented to mitigate such risks.

• (l) Review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board.

• (m) Review annually a report from the external auditors in respect of their internal qualitycontrol procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to address any such issues.

8.4 Associated Responsibilities

• (a) Monitor and periodically review the Whistleblower Policy of the Company and associated procedures for:

• (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters;

• (ii) the confidential, anonymous submission by directors, officers and employees of the Company of concerns regarding questionable accounting or auditing matters; and

• (iii) if applicable, any violations of applicable law, rules or regulations that relates to corporate reporting and disclosure, or violations of the Company's Code of Business Conduct and Ethics.

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• (b) Review and approve the Company's hiring policies regarding employees and partners, and former employees and partners, of the present and former external auditors of the Company.

8.5 Non-Audit Services

Pre-approve all non-audit services to be provided to the Company or any subsidiary entities by its external auditors or by the external auditors of such subsidiary entities. The Committee may delegate to one or more of its Members the authority to pre-approve nonaudit services but pre- approval by such Member or Members so delegated shall be presented to the full Committee at its first scheduled meeting following such pre-approval.

8.6 Other Duties

Direct and supervise the investigation into any matter brought to its attention within the scope of the Committee's duties. Perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable law.

9. THE COMMITTEE CHAIR

In addition to the responsibilities of the Chair described above, the Chair has the primary responsibility for overseeing and reporting on the evaluations to be conducted by the Committee, as well as monitoring developments with respect to accounting and auditing matters in general and reporting to the Committee on any related significant developments.

10. COMMITTEE EVALUATION

The performance of the Committee shall be evaluated by the Board as part of its regular evaluation of the Board committees.

11. ACCESS TO INFORMATION AND AUTHORITY TO RETAIN INDEPENDENT ADVISORS

• (a) The Committee shall be granted unrestricted access to all information regarding the Company that is necessary or desirable to fulfill its duties and all directors of the Company, officers and employees will be directed to cooperate as requested by Members. The Committee has the authority to retain, at the Company's expense, independent legal, financial, and other advisors, consultants and experts to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve their fees. The Committee shall select such advisors, consultants and experts after taking into consideration factors relevant to their independence from management and other relevant considerations.

• (b) The Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management and the external advisers, in accordance with its business judgment. Members are entitled to rely, absent knowledge to the contrary, on the integrity of the persons and organizations from whom they receive information, and on the accuracy and completeness of the information provided. Nothing in this Charter is intended or may be construed as imposing on any member of the Committee or the Board a standard of care or diligence that is in any way more onerous or extensive than the standard to which the directors are subject under applicable law.

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• (c) The Committee also has the authority to communicate directly with internal and external auditors. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate or comply with IFRS and other applicable requirements. These are the responsibilities of the senior executives of the Company responsible for such matters and the external auditors. The Committee, the Chair and any Members identified as having accounting or related financial expertise are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are specifically not accountable or responsible for the day to day operation or performance of such activities. Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individual's education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of the Company's financial information or public disclosure. This Charter is not intended to change or interpret the constating documents of the Company or applicable law or stock exchange rule to which the Company is subject, and this Charter should be interpreted in a manner consistent with all such applicable laws and rules.

• (d) The Board may, from time to time, permit departures from the terms of this Charter, either prospectively or retrospectively. This Charter is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, partners, competitors, employees or other persons, or to any other liability whatsoever on their part.

12. REVIEW OF CHARTER

The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.

Dated: March 20, 2019 Approved by: Board of Directors of the Company