ANALYTIXINSIGHT INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT:

RESEARCH CAPITAL CORP.
COMMERCE COURT WEST, 199 BAY STREET,
TORONTO, ON M5L 1G5

ON TUESDAY, JANUARY 27, 2026 At 9:00 A.M.

NOTICE OF MEETING
AND MANAGEMENT PROXY AND INFORMATION CIRCULAR

THIS NOTICE OF MEETING AND MANAGEMENT PROXY AND INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF ANALYTIXINSIGHT INC. OF PROXIES TO BE VOTED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, JANUARY 27, 2026.

Dated: December 22, 2025

ANALYTIXINSIGHT INC.
98 CHARLTON BLVD, TORONTO, ON, M2M 1B9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the holders (“Analytix Shareholders”) of common shares (the “Shares”) of AnalytixInsight Inc. (“Analytix”) will be held on January 27, 2026, at 9:00 a.m. (Toronto Time) at the offices of Research Capital Corporation, located at Commerce Court West, 199 Bay St, Toronto, Ontario, M5L 1G5, for the following purposes, all as more particularly described in the enclosed management information circular (the “Information Circular”):

The Meeting

to receive and consider the audited, consolidated financial statements of the Corporation for the fiscal years ended December 31, 2024, and December 31, 2023;
to fix the number of directors of the Corporation at three (3);
to elect Vincent Kadar, Richard Greco, and Scott Gardner as directors of the Corporation for the ensuing year, as more particularly set forth in the accompanying management proxy and Information Circular dated December 22, 2025, prepared for the purpose of the Meeting;
to re-appoint the auditors of the Corporation for the ensuing year and to authorize the Audit Committee of the Board of Directors of the Corporation to fix the auditors' remuneration, as more particularly set forth in the accompanying Information Circular;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying, confirming and approving Analytix’s proposed 20% fixed equity incentive plan to replace Analytix’s current 10% “rolling” stock option plan and restricted share unit compensation plan, as more particularly set forth in the accompanying Information Circular;
to consider and, if deemed appropriate, pass, with or without variation, a special resolution to authorize Analytix to amend its articles to effect the consolidation of the issued and outstanding Shares at a ratio of up to ten (10) pre-consolidation Share for every one (1) post consolidation Share (10:1); and
to transact such other business as may be properly brought before the Meeting or any adjournment(s) thereof.

The board of directors of Analytix unanimously recommends that Analytix Shareholders vote FOR all resolutions set forth above.

Record Date

Only Analytix Shareholders of record at the close of business on December 22, 2025, will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

iii

Voting at the Meeting

Analytix Shareholders may attend the Meeting in person or be represented by proxy. Analytix Shareholders who do not plan on attending the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it in the envelop provided. To be effective, the enclosed form of proxy of voting instruction form must be deposited with TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Proxy Department (by mail or hand delivery), or voted online at www.voteproxyonline.com. In order to be valid and acted upon at the Meeting, the dulycompleted form of proxy must be received prior to 9:00 a.m. (Toronto time) on January 23, 2026 (the “Proxy Deadline”), or be deposited with the Secretary of Analytix before the commencement of the Meeting or any adjournment thereof. Notwithstanding the forgoing, the Chair of the Meeting has the discretion to accept proxies received after the Proxy Deadline.

A “beneficial” or “non-registered” Analytix Shareholder will not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of their broker; however, a beneficial Analytix Shareholder may attend the Meeting as proxyholder for a registered Shareholder and vote the Shares in that capacity. Only Analytix Shareholders as of the Record Date are entitled to receive notice of and vote at the Meeting.

If you are a non-registered holder of Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

DATED this 22nd day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF ANALYTIXING ING.

Signed "Natalie Hirsch"
Natalie Hirsch
Interim Chief Executive Officer, Corporate Secretary

GLOSSARY OF TERMS...2
GENERAL PROXY INFORMATION...7
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...10
NON-ARM'S LENGTH PARTY TRANSACTIONS...18
LEGAL PROCEEDINGS...20
AUDITOR, TRANSFER AGENTS AND REGISTRAR...20
MATERIAL CONTRACTS...20
PARTICULARS OF MATTERS TO BE ACTED UPON...20
1. FINANCIAL STATEMENTS...20
2. ELECTION OF DIRECTORS...20
3. APPOINTMENT AND REMUNERATION OF AUDITORS...23
4. ADOPTION OF 20% FIXED EQUITY INCENTIVE PLAN...24
5. CONSOLIDATION OF THE SHARES OF ANALYTIX...32
6. OTHER MATTERS...34
SCHEDULE A AUDIT COMMITTEE CHARTER...A-1
SCHEDULE B CORPORATE GOVERNANCE DISCLOSURE...B-1
SCHEDULE C 20% FIXED EQUITY INCENTIVE PLAN...C-1

GLOSSARY OF TERMS

The following is a glossary of certain defined terms used throughout this Information Circular (as defined below). Capitalized terms used and not defined in this Information Circular that are defined or interpreted in the policies of the TSXV including, without limitation, Policy 1.1 - Interpretation, have the meanings set out therein. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders. Unless otherwise noted, all dollar amounts are expressed in Canadian dollars (\$).

"20% Fixed Equity Incentive Plan" means the omnibus equity incentive plan to be adopted by Analytix.

"20% Fixed Equity Incentive Plan Resolution" means the ordinary resolution of Analytix Shareholders to consider and, if deemed appropriate, pass, with or without variation, approving the 20% Fixed Equity Incentive Plan.

"Affiliate" means a company that is affiliated with another company as described below:

A company is an "Affiliate" of another company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person.

A company is "controlled" by a Person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

"Analytix Board" means the board of directors of Analytix.

"Analytix Legacy Plans" means, collectively, Analytix's current 10% "rolling" stock option plan, which was most recently approved by Analytix's Shareholders at the annual general meeting held on August 30, 2023, and Analytix's restricted share unit compensation plan, which disinterested shareholders approved at the annual and special meeting of Shareholders held on August 26, 2021.

"Analytix Resolutions" means collectively: the 20% Fixed Equity Incentive Plan Resolution and the Consolidation Resolution.

"Analytix Shareholders" means the holders of the issued and outstanding Shares.

"Shares" means common shares in the capital of Analytix.

"Analytix" means AnalytixInsight Inc., a corporation existing under the OBCA.

"Awards" has the meaning ascribed thereto under the heading "Particulars of Matters to be Acted Upon – Adoption of 20% Fixed Equity Incentive Plan".

"Beneficial Shareholder" means a holder of Shares that are registered in the name of an Intermediary, depositary or clearing agency.

"Broadridge" means Broadridge Financial Solutions, Inc.

"Business Day" means any day, other than a Saturday, a Sunday or a day on which the chartered banks located in Toronto, Ontario, are closed for business during normal banking hours.

"CEO" means Chief Executive Officer.

"CFO" means Chief Financial Officer.

"company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

"Consolidation" means the proposed consolidation of the outstanding Shares at a ratio of ten (10) pre-Consolidation Shares for every one post-Consolidation Share (10:1).

"Consolidation Resolution" means the special resolution of Analytix Shareholders to consider and, if deemed appropriate, pass, with or without variation, approving the Consolidation.

"Contract" means any contract, agreement, license, franchise, lease, amalgamation, commitment, understanding or other right or obligation to which a Party or any of its subsidiaries is a Party or by which a Party or any of its subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

"Control Person" means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

"DSU" means a deferred share unit issuable under the 20% Fixed Equity Incentive Plan.

"Dwek Agreement" has the meaning ascribed thereto under the heading "Executive Compensation".

"Effective Date" means the effective date of the Amalgamation as set forth in the amalgamation certificate.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date.

"Governmental Authority" means: (a) any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing (b) any self-regulatory organization or stock exchange; (c) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and (d) any corporation or other entity owned or controlled, through stock or capital.

"Hirsch Agreement" has the meaning ascribed thereto under the heading "Executive Compensation".

"Information Circular" means this management information circular, including all schedules, appendices and exhibits hereto, to be sent to Analytix Shareholders in connection with Analytix Meeting, as amended, supplemented or otherwise modified from time to time.

"Informed Person" means (a) a director or executive officer of Analytix; (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of Analytix; (c) any person or company who beneficially owns, directly or indirectly, voting securities of Analytix or who exercises control or direction over voting securities of Analytix or a combination of both carrying more than ten percent (10%) of the voting rights attached to all outstanding voting securities of Analytix, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) Analytix itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

"Intermediary" means an intermediary that a non-registered shareholder may deal with in respect of its Shares in Analytix, including banks, trust companies, securities dealers or brokers and trustees or administrators of RRSPs, RRIFs, RESPs and similar plans, and their nominees.

"Laws" means any applicable laws with respect to any Person, including any supranational, domestic or foreign, federal, national, state, provincial or local, commercial, outlining, securities, tax, personal land use and zoning, sanitizing occupational health and safety and real property, security, mining, environmental, water, energy, investment, property ownership laws (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated, issued or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

"MD&A" means management's discussion and analysis.

"Meeting" means the annual general and special meeting of Analytix Shareholders (including any postponements or adjournments thereof) to be held on January 27, 2026, to consider, among other things, the Analytix Resolutions.

"NEO" means each of the following individuals:

(a) a CEO, including an individual performing functions similar to a CEO;
(b) a CFO, including an individual performing functions similar to a CFO;
(c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and
(d) each individual who would be an NEO under above paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year.

"NI 52-110" means National Instrument 52-110 – Audit Committees.

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

"NI 58-101" means National Instrument 58-101 – Disclosure of Corporate Governance Practices.

"NOBO" means a Beneficial Shareholder who does not object to their identity being made known to the issuers of the securities they own.

"OBCA" means the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended from time to time, including the regulations promulgated thereunder.

"OBO" means a Beneficial Shareholder who objects to their identity being known to the issuers of securities which they own.

"Option" means an option to purchase Shares issuable under the 20% Fixed Equity Incentive Plan.

"Person" means an individual, general partnership, limited partnership, corporation, company, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative.

"Proxy" has the meaning prescribed to it in "General Proxy Information – Appointment and Revocation of Proxies".

"PSU" means a performance share unit issuable under the 20% Fixed Equity Incentive Plan.

"Record Date" means December 22, 2025.

"Registered Analytix Shareholder" means a registered holder of Shares as recorded on the shareholders' register maintained by the Transfer Agent.

"RSU" means a restricted share unit issuable under the 20% Fixed Equity Incentive Plan.

"SaaS" means Software as a Service, a cloud computing service model where the provider offers use of application software to a client and manages all needed physical and software resources.

"SAR" means a stock appreciation right issuable under the 20% Fixed Equity Incentive Plan.

"Securities Laws" means the Securities Act (Ontario), and the securities legislation, rules, regulations, forms, published instruments, policies, bulletins and notices of the Securities Authorities made thereunder, as well as applicable rules, regulations, by-laws as now in effect and as they may be promulgated or amended from time to time.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval which can be accessed at www.sedarplus.ca.

"subsidiary" means a "subsidiary entity" within the meaning of MI 61-101.

"Tax Act" means the Income Tax Act (Canada).

"taxes" means (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments or advance payments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income, gains or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment or payroll taxes, unemployment insurance, disability taxes, social insurance

taxes, social security contributions, sales and use taxes, consumption taxes, customs taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers' compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a relevant person is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not, and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, Amalgamation other than understanding, or as a result of being liable for another person's taxes as a transferee or successor, by contract or otherwise.

"Transfer Agent" means TSX Trust Company, transfer agent and registrar of Analytix.

"TSXV" means the TSX Venture Exchange.

"United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

"VIF" means voting instruction form.

SCHEDULES TO THE INFORMATION CIRCULAR

Schedule A Audit Committee Charter
Schedule B Corporate Governance Disclosure
Schedule C 20% Fixed Equity Incentive Plan

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Analytix, for use at the Meeting of Analytix Shareholders to be held on January 27, 2026, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any postponement(s) or adjournment(s) thereof. The enclosed Proxy is solicited by management of Analytix. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of Analytix. Analytix may retain the services of a proxy solicitation agent to assist in the solicitation of proxies. Analytix will bear all costs of this solicitation. The Analytix Board has by resolution fixed 9:00 a.m. (Toronto time) on January 23, 2025, or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be used or acted upon at the Meeting or any postponement(s) or adjournment(s) thereof shall be deposited with the Transfer Agent.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the Proxy are members of the Analytix Board and/or officers of Analytix. EACH ANALYTIX SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED PROXY. TO EXERCISE THIS RIGHT, THE ANALYTIX SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT THE NAME OF HIS OR HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH ANALYTIX'S REGISTRAR AND TRANSFER AGENT, TSX TRUST COMPANY, AT 100 ADELAIDE STREET WEST, SUITE 301, TORONTO, ONTARIO, M5H 4H1, ATTENTION: PROXY DEPARTMENT, OR ONLINE AT WWW.VOTEPROXYONLINE.COM, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

The Proxy must be signed and dated by the Analytix Shareholder or by his or her attorney in writing, or, if the Analytix Shareholder is a company, it must either be under its common seal or signed by a duly authorized officer.

An Analytix Shareholder who has deposited a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Analytix Shareholder or by his or her attorney authorized in writing, or, if the Analytix Shareholder is a company, it must either be under its common seal, or signed by a duly authorized officer and deposited with the Transfer Agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Analytix Shareholder in respect of voting for or against any resolution, the Proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH ANALYTIX SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS CIRCULAR. The Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the management of Analytix is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than one half (50%) of the votes cast will be required unless the motion requires a special resolution, in which case a majority of not less than two thirds (66 2/3%) of the votes cast will be required.--

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Analytix Shareholders as a substantial number of Analytix Shareholders do not hold Shares in their own name. Beneficial Shareholders who do not hold their Shares in their own name should note that only Proxies deposited by Analytix Shareholders whose names appear on the records of Analytix as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to an Analytix Shareholder by an Intermediary, then, in almost all cases, those common shares will not be registered in the Shareholder's name on the records of Analytix. Such common shares will more likely be registered under the name of the Shareholder's Intermediary. In Canada, the vast majority of such common shares are registered under the name CDS & Co. (the registration name for The Canadian Depositary for Securities, which acts as nominee for many Intermediaries). The Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an Intermediary are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own ("OBOs") and those who do not object to the issuers of the securities they own knowing who they are ("NOBOs"). Pursuant to NI 54-101, issuers can obtain a list of their NOBOs from Intermediaries for distribution of proxy related materials directly to NOBOs.

Analytix intends to deliver proxy-related materials to its NOBOs directly. As a result, NOBOs can expect to receive a scannable VIF from the Transfer Agent. These VIFs are to be completed and returned to the Transfer Agent in the envelope provided or by facsimile. In addition, the Transfer Agent provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. The Transfer Agent 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.

With respect to Beneficial Shareholders who are OBOs, regulatory rules require Intermediaries to seek voting instructions in advance of shareholders' meetings. Every Intermediary has its own mailing

procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders who are OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of Proxy or VIF provided to a Beneficial Shareholder who is an OBO by its Intermediary is limited to instructing the registered holder of the Shares on how to vote such Shares on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically supplies a VIF, mails such VIFs to Beneficial Shareholders and asks those Beneficial Shareholders to return the VIFs to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the Shares to be represented at the Meeting. A Beneficial Shareholder receiving a VIF from Broadridge cannot use that VIF to vote Shares directly at the Meeting. Instead, the VIF must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Shares are voted.

These security holder materials are being sent to both registered Analytix Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder and Analytix or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from your Intermediary. In this event, by choosing to send these materials to you directly, Analytix (and not your Intermediary) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your voting instructions. Please return your VIF as specified in the request for voting instructions.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Shares registered in the name of their Intermediary, a Beneficial Shareholder may attend the Meeting as a proxyholder for an Analytix Shareholder and vote Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered Analytix Shareholder should contact their Intermediary well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Shares as a proxyholder.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Analytix's authorized capital consists of an unlimited number of Shares without par value. As at the Record Date of December 22, 2025, Analytix had 121,436,741 Shares issued and outstanding, with each Share carrying the right to one vote at the Meeting.

Any Analytix Shareholder of record (a registered Analytix Shareholder) at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Person's Shares voted at the Meeting, or any postponement or adjournment thereof.

On a show of hands, every individual who is present and is entitled to vote as a Analytix Shareholder or as a representative of one or more corporate Analytix Shareholders, or who is holding a Proxy on behalf of an Analytix Shareholder who is not present at the Meeting, will have one vote, and on a poll every Analytix Shareholder present in person or represented by a Proxy and every person who is a representative of one or more corporate Analytix Shareholder, will have one vote for each Shares registered in his or her name on the list of Analytix Shareholders, which is available for inspection during normal business hours at the offices of the Transfer Agent and will be available at the Meeting. Analytix Shareholders represented by proxy holders are not entitled to vote on a show of hands.

To the best of the knowledge of the Analytix Board and senior officers of Analytix, no person beneficially owns, or controls or directs, directly or indirectly, 10% or more of the issued and outstanding Shares.

As at the date of this Information Circular, the directors and senior officers of Analytix, as a group, own beneficially, directly or indirectly, or exercise control or direction over an aggregate of 13,734,318 Shares, or approximately 11.31% of the total outstanding voting shares of Analytix. Together, Vincent Kadar and Natalie Hirsch own beneficially, directly or indirectly, or exercise control or direction over an aggregate of 5,132,500 Shares, or approximately 4.23% of the total outstanding voting shares of Analytix.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed below, elsewhere herein or in the notes to Analytix’s financial statements for the financial year ended December 31, 2024, none of: (i) the Informed Persons of Analytix; (ii) the Analytix Nominees; or (iii) any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of Analytix or in a proposed transaction which has materially affected or would materially affect Analytix.

STATEMENT OF EXECUTIVE COMPENSATION

The following disclosure of executive compensation is made in accordance with the requirements of NI 51-102. For the purposes of TSXV Form 3D1, disclosure is required to be made for Analytix’s CEO, CFO and its three most highly compensated executive officers other than the CEO and CFO.

Compensation of Directors

The Board determines the compensation payable to its directors and reviews such compensation periodically throughout the year. For their role as directors, each director who is not a NEO may, from time to time, be paid cash fees, awarded equity incentive awards under the provisions of Analytix’s equity incentive plans and/or receive cash bonuses. There are no other arrangements under which the Directors of Analytix who are not NEOs were compensated by Analytix or its subsidiaries during the most recently completed financial year end for their services in their capacity as Directors of Analytix.

Compensation of Named Executive Officers

At the present time, Analytix relies solely on Analytix Board discussions when determining compensation for officers and NEOs.

The compensation of Analytix’s NEOs has been established with a view to attracting and retaining executives critical to Analytix’s short and long-term success and to continuing to provide executives with compensation that is in accordance with existing market standards generally and competitive within the technology industry, in particular.

Compensation of Analytix’s NEOs is comprised of a base salary and the grant of Awards to purchase Shares under the Analytix Legacy Plans. Through its executive compensation practices, Analytix seeks to provide value to Analytix Shareholders through strong executive leadership. Specifically, Analytix’s executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve Analytix’s strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to Analytix’s success, and align the interests of Analytix’s executives and shareholders by motivating executives to increase shareholder value.

The Board has not conducted a formal evaluation of the implications of the risks associated with Analytix’s compensation policies. Risk management is a consideration of the Board when implementing its compensation policies and the Board does not believe that Analytix’s compensation policies result in

unnecessary or inappropriate risk-taking including risks that are likely to have a material adverse effect on Analytix.

Salary

Amounts paid to executive officers as base salary, including merit salary increases, are determined in accordance with an individual’s performance and salaries in the marketplace for comparable positions. However, certain of the NEOs provide their services in similar capacities to other reporting issuers, in addition to Analytix. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective NEO and Analytix and is therefore heavily discretionary.

Bonus

Analytix’s cash bonus awards are designed to reward an executive for the direct contribution which he or she can make to Analytix. NEOs are entitled to receive discretionary bonuses from time to time as determined or approved by the Board. Analytix does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather, Analytix uses informal goals which may include an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of his/her position and contribution to Analytix. Precise goals or milestones are not pre-set by the Board.

Indebtedness of Directors and Officers

As at the date of this Circular, and during the financial year ended December 31, 2024, no Director or executive officer of Analytix or Analytix Nominee (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) Analytix or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended December 31, 2024, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Analytix or its subsidiaries.

Directors' and Officers' Insurance and Indemnification

Analytix maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. Analytix has purchased in respect of its directors and officers an aggregate of $5,000,000 liability coverage, and $1,000,000 in independent director excess coverage. The approximate amount of premiums paid by Analytix during the financial year ended December 31, 2024 in respect of such insurance was $16,850.

Analytix has not, as yet, adopted a policy restricting its NEOs or directors from purchasing instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designated to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEOs or directors.

In light of Analytix’s size, the Analytix Board does not deem it necessary to consider at this time the implications of the risks associated with its compensation policies and practices.

Summary Compensation Table

The following table provides a summary of compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by Analytix or a subsidiary of Analytix to each NEO and director of Analytix during the fiscal years ended December 31, 2024 and 2023, other than stock options and other compensation securities.

Table of Compensation Excluding Compensation Securities
Name and position	Financial Year	Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees	Value of perquisites (1)	Value of all other compensation	Total compensation
Natalie Hirsch(2)
Interim CEO,
COO, Corporate Secretary	2024	$225,887	Nil	Nil	Nil	Nil	$225,887
	2023	$146,664	Nil	Nil	Nil	Nil	$146,664
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Scott Gardner
Director	2024	$30,000	Nil	Nil	Nil	Nil	$30,000
	2023	$30,000	Nil	Nil	Nil	Nil	$30,000
	2022	$7,500	Nil	Nil	Nil	Nil	$7,500
Vincent Kadar
Director	2024	$30,000	Nil	Nil	Nil	Nil	$30,000
	2023	$15,000	Nil	Nil	Nil	$14,602	$29,602
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Matthew Bosrock (3)
Director	2024	$7,500	Nil	Nil	Nil	Nil	$7,500
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Jonathan Dwek (4)
CFO	2024	$61,250	Nil	Nil	Nil	Nil	$61,250
	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Jith Veeravalli (5)
Former Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	$30,000	Nil	Nil	Nil	Nil	$30,000
	2022	$30,000	Nil	Nil	Nil	Nil	$30,000
	2024	Nil	Nil	Nil	Nil	Nil	Nil

Table of Compensation Excluding Compensation Securities
Name and position	Financial Year	Salary, consulting fee, retainer or commission	Bonus	Committee or meeting fees	Value of perquisites (1)	Value of all other compensation	Total compensation
Chaith Kondragunta^{(6)}
Former Managing Director, Former Director	2023	$30,000	Nil	Nil	Nil	Nil	$30,000
	2022	$30,000	Nil	Nil	Nil	Nil	$30,000
Prakash Hariharan^{(7)}
Former CEO, Former Director and Former Chairman	2024	$67,500	Nil	Nil	Nil	Nil	$67,500
	2023	$344,971	Nil	Nil	Nil	Nil	$344,971
	2022	$270,000	Nil	Nil	Nil	Nil	$270,000
Paul Bozoki^{(8)}
Former CFO	2024	$37,257	Nil	Nil	Nil	Nil	$37,257
	2023	$51,000	Nil	Nil	Nil	Nil	$51,000
	2022	$51,000	Nil	Nil	Nil	Nil	$51,000

Notes:

(1) “Perquisites” include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are: (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000 if the NEO or director’s total salary for the financial year is $500,000 or greater.

(2) Ms. Hirsch was appointed as Chief Operation Officer of Analytix effective May 1, 2023. Ms. Hirsch was appointed as Interim President and CEO of Analytix on January 15, 2024, and as Corporate Secretary of Analytix on June 10, 2024. Ms. Hirsch was appointed President, Chief Executive Officer, and Corporate Secretary of Analytix on January 15, 2024, January 15, 2024, and June 10, 2024, respectively.

(3) Mr. Bosrock was appointed as director of Analytix effective October 10, 2024.

(4) Mr. Dwek was appointed as Chief Financial Officer effective March 11, 2024, following the resignation of Mr. Bozoki.

(5) Mr. Veeravalli resigned as a director of Analytix on September 20, 2024.

(6) Mr. Kondragunta resigned as manager director and a director of Analytix on September 20, 2024.

(7) Mr. Hariharan resigned as a director of Analytix on September 20, 2024. Mr. Hariharan resigned as a Chief Executive Officer and Chairman of Analytix on January 15, 2024.

(8) Mr. Bozoki resigned as Chief Financial Officer of Analytix on March 11, 2024.

In addition to the listed directors, Glenn Goucher and Richard Greco were appointed to the board of directors effective February 3, 2025.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each NEO and directors of Analytix by Analytix for services provided or to be provided, directly or indirectly, to Analytix in the most recently completed financial year.

Table of Compensation Securities
Name and position	Type of compensation Security	Number of compensation securities, underlying securities and percentage of class	Date of issue or grant	Issue, Conversion, or Exercise Price	Closing Price of security or underlying security on date of grant	Closing Price of security or underlying security at year end	Expiry Date
Natalie Hirsch Interim CEO, COO, and Corporate Secretary	Options	200,000^{(1)}	March 11, 2024	$0.085	$0.07	$0.03	March 11, 2029
Jonathan Dwek CFO	Options	150,000^{(1)}	March 11, 2024	$0.085	$0.07	$0.03	March 11, 2029

Notes:
(1) The Options issued on March 11, 2024 were cancelled subsequent to the financial year ended December 31, 2024, on January 31, 2025.

Exercise of Compensation Securities

The Shares underlying the RSUs granted to Natalie Hirsch on May 1, 2023 were issued to Ms. Hirsch on June 17, 2024.

Stock Option Plans and Other Incentive Plans

The table below sets out the outstanding options and RSUs under the Analytix Legacy Plans, respectively, being Analytix’s only, compensation plans under which Shares are authorized for issuance, as of December 31, 2024.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	3,375,000^{(1)}	0.10	7,265,174^{(2)}
TOTAL	3,375,000	0.10	7,265,174

Notes:
(1) 1,050,000 represent the number of Shares to be issued upon exercise of outstanding options and 2,325,000 represent the number of Shares to be issued upon vesting of RSUs.

(2) 7,265,174 represents the number of RSUs available for future issuance and there are nil Options available for issuance as at December 31, 2024.

Employment, Consulting and Management Agreements

Other than as disclosed below, Analytix did not have any employment, consulting or management agreements or arrangements with any of Analytix’s current NEOs or directors during the most recently completed financial year.

Analytix and its subsidiaries have entered into, or had entered into, the following consulting or employment agreements with the NEOs:

Natalie Hirsch Agreement

Effective October 1, 2024, Natalie Hirsch provides her services to Analytix pursuant to a consulting agreement (the “Hirsch Agreement”), pursuant to which she performs duties normally performed by a chief executive officer. Ms. Hirsch is required to report to the Analytix Board and to keep the Analytix Board informed of all relevant matters concerning her services and must act faithfully, honestly and diligently and use her best efforts to promote the best interests of Analytix and utilize maximum professional skill and care to ensure her services are rendered to the satisfaction of Analytix. Analytix is required to reimburse Ms. Hirsch for documented expenses reasonably incurred by her as well as a monthly fee of $10,000 plus applicable taxes per month to Ms. Hirsch. Ms. Hirsch is subject to confidentiality obligations under the Hirsch Agreement, and the Hirsch Agreement is terminable by Analytix without cause by making a payment to Ms. Hirsch that is the equivalent to the greater of: (i) the minimum amount to which the Employee is entitled under the Employments Standards Act, 2000 (Ontario), as amended or any successor legislation; and (ii) two months base fees in the form of lump sum payment, or by Ms. Hirsch upon 7 days’ advance written notice to Analytix. Analytix may terminate the Hirsch Agreement at any time for just cause without notice or payment in lieu of notice and without payment of any fees whatsoever either by way of anticipated earnings or damages of any kind by advising Ms. Hirsch in writing. “Just cause” is defined to include, but is not limited to, the following: dishonesty or fraud, theft, breach of fiduciary duties, being guilty of bribery or attempted bribery, or gross mismanagement, including subordination.

Jonathan Dwek Agreement

Jonathan Dwek provides his services to Analytix pursuant to an independent contractor agreement (the “Dwek Agreement”), pursuant to which he performs duties normally performed by a chief financial officer. Mr. Dwek is required to report to the Analytix Board and to keep the Analytix Board informed of all relevant matters concerning his services and must act faithfully, honestly and diligently and use his best efforts to promote the best interests of Analytix and utilize maximum professional skill and care to ensure his services are rendered to the satisfaction of Analytix. Analytix is required to reimburse Mr. Dwek for documented expenses reasonably incurred by him as well as paying a fee of $7,000 plus applicable taxes per month to Mr. Dwek. Mr. Dwek is subject to confidentiality obligations under the Dwek Agreement, and the Dwek Agreement is terminable by Analytix without cause by making a payment to Mr. Dwek that is the equivalent to two months base fees in the form of lump sum payment, or by Mr. Dwek upon 30 days’ advance written notice to Analytix, or by Analytix at any time for just cause without notice or payment in lieu of notice and without payment of any fees whatsoever either by way of anticipated earnings or damages of any kind by advising Mr. Dwek in writing. “Just cause” is defined to include, but is not limited to, the following: dishonesty or fraud, theft, negligence, breach of fiduciary duties, being guilty of bribery or attempted bribery, or gross mismanagement. The Dwek Agreement was entered into by Mr. Dwek and Analytix subsequent to the financial year ended December 31, 2023, on March 11, 2024.

Oversight and Description of Director and NEO Compensation

Analytix does not currently have a compensation committee. Compensation payable to directors, officers and employees of Analytix is determined by the Analytix Board. The Analytix Board relies on the experience of its members to ensure that total compensation paid to Analytix’s management is fair and reasonable and is both in-line with Analytix’s financial resources and competitive with companies at a similar stage of development.

All tasks related to developing and monitoring Analytix’s approach to the compensation of executive officers of Analytix are performed by members of the Analytix Board. The Analytix Board meets to discuss and determine management compensation as required, without reference to formal objectives, criteria, or analysis. The Analytix Board makes recommendations regarding the compensation of directors, officer and employees to the Analytix Board for determination. The Analytix Board has not adopted any formal policies and practices to determine the compensation of Analytix Directors and executive officers.

During the financial year ended December 31, 2024, cash compensation in the aggregate amount of $67,500 was accrued to certain directors of Analytix for their services as a director. The compensation of directors is reviewed by the Analytix Board and the independent members of the Analytix Board, together with recommendations by the CEO and CFO of Analytix, approve the annual compensation levels, if any, for the directors. Currently, Analytix has no standard arrangement pursuant to which directors are compensated for their services in their capacity as directors.

Analytix does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by Analytix for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. The Analytix Board intends to compensate directors primarily through the grant of stock options and reimbursement of expenses incurred by such persons acting as directors of Analytix.

Compensation Philosophy

Analytix has taken a forward-looking approach for the compensation of its directors, officers, employees, and consultants to ensure that Analytix can continue to build and retain a successful and motivated discovery and development team and, importantly, align Analytix’s future success with that of Analytix’s shareholders.

Analytix’s compensation strategy is to attract and retain talent and experience with focused leadership in the operations, financing and asset management of Analytix with the objective of maximizing the value of Analytix. Analytix compensates its NEOs based on their skill and experience levels and the existing stage of development of Analytix. NEOs are rewarded on the basis of the skill and level of responsibility involved in their position, the individual’s experience and qualifications, Analytix’s resources, industry practice, and regulatory guidelines regarding executive compensation levels.

Under Analytix’s compensation policies and practices, NEOs and directors are not prevented from purchasing 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 the NEO or director.

Analytix has not currently identified specific performance goals or benchmarks as such relating to executive compensation. The stage of Analytix’s development and the size of its specialized management team allow frequent communication and constant management decisions with the interest of developing shareholder value as a primary goal.

The Analytix Board believes that the compensation policies and practices of Analytix do not encourage executive officers to take unnecessary or excessive risk; however, the Analytix Board intends to review from time to time and, at least once annually, the risks, if any, associated with Analytix’s compensation policies and practices at such time.

Compensation Components

The Analytix Board has implemented three levels of compensation to align the interests of the NEOs with those of Analytix’s shareholders. First, NEOs may be paid a monthly salary or consulting fee. Second, the Analytix Board may award NEOs long-term incentives in the form of stock options or RSUs. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in shareholder value. Analytix does not provide medical, dental, pension or other benefits to NEOs. To date, no specific formulas have been developed to assign a specific weighting to each of these components.

Base Salary

The base compensation of the NEOs is reviewed and set annually by the Analytix Board. The salary review for each NEO is based on an assessment of factors, such as:

current competitive market conditions;
level of responsibility and importance of the position within Analytix;
particular skills, such as leadership ability and management effectiveness, experience, responsibility; and
and proven or expected performance of the particular individual.

Using this information, together with budgetary guidelines and other internally generated planning and forecasting tools, the Board intends to perform an annual assessment of all executive officer compensation levels and then set the base salaries or consulting fees of the NEOs, in accordance with such assessment.

Annual Incentive Plan

Analytix has no formal annual incentive plan.

Long-term Compensation

Long-term compensation is paid to NEOs in the form of grants of awards pursuant to the Analytix Legacy Plans.

Pension Plan Benefits

Analytix has no pension, defined benefit or defined contribution plans in place.

Director Compensation

Cash-based compensation was earned by directors of Analytix in their capacity as directors for the financial years 2022, 2023, and 2024. Additionally, some of the compensation was accrued and subsequently settled via issuance of common shares in December 2024.

On December 4, 2024, the Exchange approved the “Shares for Debt” transaction, pursuant to which AnalytixInsight settled $117,500 of accrued directors' and officers' fees through the issuance of 11,750,000

common shares at a price of $0.01 per share to Scott Gardner, Vincent Kadar, Natalie Hirsch and Jonathan Dwek. This confirms that no cash remuneration was paid to directors in their capacity as such during those years. For more information, see “Prior Sales”.

Set out below is a summary of compensation paid or accrued during Analytix’s most recently completed financial year to Analytix Directors, other than the NEOs previously disclosed.

Name	Fees earned ($)	Share-based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Natalie Hirsch
Interim CEO, COO, Corporate Secretary	$225,887	Nil	Nil	Nil	Nil	$225,887
Scott Gardner
Director	$30,000	Nil	Nil	Nil	Nil	$30,000
Vincent Kadar
Director	$30,000	Nil	Nil	Nil	Nil	$30,000
Matthew Bosrock
Director	$7,500	Nil	Nil	Nil	Nil	$7,500
Jonathan Dwek
CFO	$61,250	Nil	Nil	Nil	Nil	$61,250

Management Agreements

Analytix is not a party to a management contract with anyone other than directors or executive officers of Analytix.

NON-ARM'S LENGTH PARTY TRANSACTIONS

No assets, provision of assets or services have been acquired or are to be acquired from any director, officer, principal shareholder of Analytix or any of its Associates or Affiliates in the 24 month period prior to the date of this Circular.

COMPOSITION OF THE AUDIT COMMITTEE

The proposed members of the Audit Committee for the ensuing year are Richard Greco, Scott Gardner, and Vincent Kadar. All of the members are financially literate and have the ability to read and understand

financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by Analytix’s financial statements. Mr. Greco, Mr. Gardner, and Mr. Kadar are considered independent. “Independent” and “financially literate” have the respective meaning used in NI 52-110.

RELEVANT EDUCATION AND EXPERIENCE

The Instrument provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Analytix’s financial statements.

All of the members of the Audit Committee are financially literate as that term is defined in the Instrument. All members have an understanding of the accounting principles used by the Issuer to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

Each member of the Audit Committee has experience relevant to the performance of their responsibility as Audit Committee members. Please see their biographies below.

Vincent Kadar

Mr. Vincent Kadar is a seasoned technology executive with extensive experience in corporate leadership, financial oversight, and global operations. He is currently the CEO of Polymath and previously served for 12 years as CEO of Telepin Software Systems Inc., a global fintech company specializing in digital wallet and payment solutions. Under his leadership, Telepin was acquired by Constellation Software Inc. (TSX: CSU), where he continued to manage complex financial and operational functions. Mr. Kadar’s background in scaling technology businesses and managing corporate finance and governance processes positions him well for audit committee responsibilities.

Scott Gardner

Mr. Scott Gardner (CFA) is the Chief Investment Officer of Torrent Capital Inc. Scott has extensive experience investing and advising early-stage companies in a multitude of industries. During his career, he has been an investment banker focused on high growth businesses and a fund manager for various mutual fund mandates. Scott earned the Chartered Financial Analyst (CFA) designation in 2002, is a member of the Chartered Financial Analysts Institute, and holds a Bachelor of Commerce Degree from the University of Manitoba.

Richard Greco

Mr. Richard Greco is an experienced executive with a strong background in financial management, governance, and public service. He served as the 19th Assistant Secretary of the Navy (Financial Management and Comptroller), where he acted as CFO for a US$130 billion annual budget, overseeing financial planning, audit readiness, and internal controls. His career includes extensive leadership in both the public and nonprofit sectors, including his current role as President and Chairman of the Montfort Academy. Mr. Greco’s experience in managing complex budgets and implementing financial oversight systems makes him well-qualified to serve on an audit committee.

LEGAL PROCEEDINGS

There are no material legal proceedings to which Analytix is a party, or of which any of its property is the subject matter, and no such proceedings are known to Analytix to be contemplated.

AUDITOR, TRANSFER AGENTS AND REGISTRAR

The auditor of Analytix is McGovern Hurley LLP, Chartered Professional Accountants. At the Meeting, Analytix Shareholders will be asked to approve the appointment of McGovern Hurley LLP of Toronto, Ontario, as the auditor of Analytix to hold office until the next annual general meeting of the Analytix Shareholders at remuneration to be fixed by the Analytix Board. McGovern Hurley LLP was appointed as Analytix’s auditors on March 3, 2014.

The registrar and transfer agent for Shares is TSX Trust Company at its office at 100 Adelaide, Suite 301, Toronto, Ontario, M5H 4H1.

MATERIAL CONTRACTS

As at the date hereof, there are no material contracts or agreements to which Analytix is a party or by which it is bound.

Indebtedness of Directors and Officers

As at the date of this Information Circular, and during the financial year ended December 31, 2024, no Director or executive officer of Analytix or Analytix Nominee (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) Analytix or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended December 31, 2024, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Analytix or its subsidiaries.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. FINANCIAL STATEMENTS

The consolidated financial statements for the fiscal years ended December 31, 2024 and 2023, together with the auditor’s report thereon will be presented to Analytix Shareholders for review at the Meeting and were mailed to Analytix Shareholders with the notice of Meeting and this Information Circular. No vote by the Analytix Shareholders is required with respect to this matter.

2. ELECTION OF DIRECTORS

Each director of Analytix is elected annually and holds office until the next annual general meeting of Analytix Shareholders unless his or her successor is duly elected or until his or her resignation as a director. The management of Analytix has nominated the persons listed below for election to Analytix’s Board to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the management of Analytix will be voted for the Analytix Nominees listed in this Information Circular. Although management of Analytix is nominating three (3) individuals to stand for election, the names of further nominees for directors may come from the floor at the Meeting.

Information Concerning Nominees Submitted by Management

The following table sets out the names of the Analytix Nominees, the province or state and country in which he or she is ordinarily resident, the positions and offices which each presently holds with Analytix, the period of time for which he or she has been a director of Analytix, the respective principal occupations or employment during the past five years and the number of Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. The three nominees listed below are each a current director of Analytix.

Name, Province and Country of Ordinary Residence and Positions Held with Analytix	Principal Occupation(1)	Date First Became a Director	No. of Shares Beneficially Owned, Directly or Indirectly(1)
VINCENT KADAR(2)
Ontario, Canada
Director	Mr. Kadar has been the CEO of Polymath since October 2021. Prior to his position at Polymath, Mr. Kadar spent 12 years as CEO of Telepin Software Systems Inc. (acquired by Constellation Software Inc. in 2017 (TSX:CSU)), a fintech software company providing digital wallet and payments platforms for developed and emerging markets globally.	July 20, 2023	3,982,500
(3.28%)
RICHARD GRECO(2)(3)
Tuckahoe, New York
Director	Mr. Greco is an American businessman, educator, former United States Government official, and longstanding trustee of educational, cultural, and civic institutions. In 2004, Mr. Greco was appointed by President George W. Bush and confirmed by the United States Senate as the nation’s 19th Assistant Secretary of the Navy (Financial Management and Comptroller). In this role, he was the CFO of the Department of the Navy, responsible for an annual budget of more than $130 billion. Richard Greco is currently the president and chairman of the Board of the Montfort Academy, a highly ranked, not-for-profit classical curriculum Catholic high school he founded in the Archdiocese of New York.	January 24, 2025	50,000
(0.04%)
SCOTT GARDNER(2)
Panama City, Panama
Director	Mr. Gardner has been the Chief Investment Officer Chief Investment Officer of Torrent Capital Inc., a Halifax based investment company, since its formation in February 2017..	October 20, 2022	7,551,818
(6.22%)

Notes:

(1) Based on publicly available information or information provided by the directors themselves, on a pre-Consolidation basis.
(1) Member of the Audit Committee.
(2) Richard Greco was previously on the Analytix Board from 2014-2016.-

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an “order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to directors or

executive officers of a relevant company that was in effect for a period of more than 30 consecutive days whether or not the proposed director was named in the order.

Other than as disclosed below, none of the Analytix Nominees, including any personal holding company of a Analytix Nominee:

(a) is, as at the date of this Information Circular, or has been, within the 10 years before the date of this Information Circular, a director, CEO or CFO of any company (including Analytix) that:

(i) was subject to an order that was issued while the Analytix Nominee was acting in the capacity as a director, CEO or CFO of the company; or
(ii) was subject to an order that was issued after the Analytix Nominee ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as a director, CEO or CFO of the company; or

(b) is, as at the date of this Information Circular, or has been, within the 10 years before the date of this Information Circular, a director or executive officer of any company (including Analytix) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;
(c) has, within the 10 years before the date of this Information Circular, 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) has been 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 securities regulatory authority or 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 securityholder in deciding whether to vote for a proposed director.

On April 23, 2024, Analytix applied to the OSC, as principal regulator, to approve a temporary management cease trade order. The management cease trade order was applied for in connection with Analytix's delay in filing it audited financial statements for the year ended December 31, 2023 and the related MD&A by the filing deadline of April 29, 2024. On May 1, 2024, the OSC ordered the management cease trade order pursuant to subsections 127(1) and 127(4) of the Securities Act (Ontario). The management cease trade order prohibited, Jonathan Dwek, Satya Chaitanya Kondragunta, Jith Veeravalli, Scott Gardner, Prakash Hariharan, Vincent Kadar, Natalie Hirsch, Scott Urquhart and Aaron Atin from all trading in and all acquisitions of the securities of Analytix. On June 7, 2024, the OSC lifted the management cease trade order following Analytix's completion and filing of its 2023 audited annual financial statements, interim financial statements for the three-month period ended March 31, 2024 and related documents thereto.

The Analytix Board unanimously recommends that the Analytix Shareholders vote FOR the Analytix Nominees set forth above. In the absence of instructions to the contrary, Shares represented by Proxy will be voted FOR the Analytix Nominees. Management does not contemplate that any of the Analytix Nominees will be unable to serve as a director. If any vacancies occur in the slate of Analytix Nominees before the Meeting, management will exercise discretion to vote the Proxy for the election of any other Person or Persons as directors.

Statement Of Corporate Governance Practices

NI 58101 requires reporting issuers to disclose the corporate governance practices, on an annual basis, that they have adopted. The corporate governance practices adopted by Analytix are set out in the attached Schedule B.

Audit Committee Disclosure

The charter of Analytix’s Audit Committee was adopted by the Analytix Board on December 22, 2025 and is attached as Schedule A.

3. APPOINTMENT AND REMUNERATION OF AUDITORS

At the Meeting, Analytix Shareholders will be asked to approve the appointment of McGovern Hurley LLP of Toronto, Ontario, as the auditor of Analytix to hold office until the next annual general meeting of the Analytix Shareholders at remuneration to be fixed by the Analytix Board. McGovern Hurley LLP was appointed as Analytix’s auditors on March 3, 2014.

The ordinary resolution must be passed by at least the majority of the votes cast at the Meeting by all Analytix Shareholders who vote in respect thereof in person or by Proxy. The directors recommend that Shareholders vote FOR of the appointment of McGovern Hurley LLP as auditor of Analytix for the ensuing year and authorize the directors of Analytix to fix their remuneration, as follows:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The appointment of McGovern Hurley LLP, Toronto, Ontario, as auditor of Analytix, to hold office until the next annual general meeting of Analytix Shareholders, is hereby approved; and
the Analytix Board is hereby authorized to fix the remuneration of the auditor so appointed."

The persons named in the enclosed Proxy intend to vote FOR such appointment, and in the absence of instructions to the contrary, the shares represented by Proxies and any other instruments of proxy will be voted FOR the appointment of McGovern Hurley LLP.

4. ADOPTION OF 20% FIXED EQUITY INCENTIVE PLAN

At the Meeting, Analytix Shareholders will be asked to approve the 20% Fixed Equity Incentive Plan Resolution ratifying, confirming and approving the 20% Fixed Equity Incentive Plan and to reserve Shares from treasury for issuances under the 20% Fixed Equity Incentive Plan. The 20% Fixed Equity Incentive Plan, if approved at the Meeting, will replace the Analytix Legacy Plans.

The 20% Fixed Equity Incentive Plan is a “fixed up to 20%” plan as that term is used in TSXV Policy 4.4 – Security Based Compensation and would allow Analytix to issue Awards, including: issue Options, RSUs, PSUs, DSUs and SARs, in accordance with the restrictions set out in the 20% Fixed Equity Incentive Plan. The maximum number of Shares reserved and available for issuance under the 20% Fixed Equity Incentive Plan, will be a fixed limit of up to an aggregate of 24,287,348 Shares on a pre-Consolidation basis. In each case, such numbers being equal to approximately 20% of the issued and outstanding Shares at the time of implementation of the 20% Fixed Equity Incentive Plan (the “Total Share Authorization”). Currently, the maximum number of Shares reserved and available for issuance under the Analytix Legacy Plans is 21,733,848 Shares on a pre-Consolidation basis or 2,173,384 Shares on a post-Consolidation basis.

The Analytix Board intends to use Awards issued under the 20% Fixed Equity Incentive Plan as part of Analytix’s overall executive compensating plan. Since the value of each type of Award increases or decreases with the price of the Shares, the issuance of Awards reflects a philosophy of aligning the interests of Award holders with those of Analytix Shareholders by tying compensation to share price performance. In addition, the various Awards may assist in the retention of qualified and experienced person by rewarding those individuals who make a long-term commitment.

The Analytix Board approved the 20% Fixed Equity Incentive Plan on December 22, 2025, with effect as of the closing of the Transaction, and that the 20% Fixed Equity Incentive Plan is subject to TSXV acceptance, and if the TSXV finds the disclosure to Shareholders to be inadequate, that Shareholder approval may not be accepted by the TSXV.

Particulars of the 20% Fixed Equity Incentive Plan

A summary of the material terms of the 20% Fixed Equity Incentive Plan is provided below. Please refer to Schedule C attached to this Information Circular for full text of the 20% Fixed Equity Incentive Plan. This summary is qualified in its entirety by the full text of the 20% Fixed Equity Incentive Plan. Unless otherwise specified, all capitalized terms used in the following summary but not otherwise defined in this Information Circular have the meaning given to such terms in the 20% Fixed Equity Incentive Plan.

Administration. The 20% Fixed Equity Incentive Plan is administered by the Analytix Board, subject to the Analytix Board’s power to delegate such administrative duties and powers as it may seem fit, from time to time. The Analytix Board, or any committee that receives delegated authority to administer the 20% Fixed Equity Incentive Plan from the Analytix Board is referred to herein as the “Committee”. The Committee may further delegate certain duties to one or more of its members in accordance with applicable corporate law and as it deems advisable. In connection with its administrative role, the Analytix Board may make, amend and repeal at any time and from time to time such policies not inconsistent with the 20% Fixed Equity Incentive Plan as it may deem necessary or advisable for the proper administration of the plan. Analytix’s administration of the 20% Fixed Equity Incentive Plan will be consistent with the policies and rules of the TSXV and will comply with such other stock exchanges on which the Shares may be listed from time to time.

Eligibility Under the 20% Fixed Equity Incentive Plan. Pursuant to the 20% Fixed Equity Incentive Plan, Awards may be granted to:

(a) a director of Analytix or any of its subsidiaries;
(b) an officer of Analytix or any of its subsidiaries;
(c) an employee of Analytix or any of its subsidiaries, which is (i) an individual that is considered an employee of Analytix or any of its subsidiaries under the Income Tax Act (Canada); (ii) an individual who works full-time for Analytix or any of its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by Analytix over the details and methods of work as an employee of Analytix, but for whom income tax deductions are not made at source; (iii) an individual who works for Analytix or any of its subsidiaries on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by Analytix over the details and methods of work as an employee of Analytix, but for whom income tax deductions are not made at source;
(d) a management company employee, which is an individual employed by a person providing management services to Analytix, which is required for the ongoing successful operation of the business enterprise of Analytix; and
(e) a consultant to Analytix or any of its subsidiaries, which is an individual (or a corporation or partnership of which the individual is an employee, shareholder or partner), other than an employee, officer, management company employee or a director of Analytix, that (i) is engaged to provide on a bona fide basis, consulting, technical, management or other services to Analytix or any of its subsidiaries, other than services provided in relation to a distribution; (ii) provides the services under a written contract between Analytix or a subsidiary of Analytix and the individual or the consultant company; and (iii) in the reasonable opinion of Analytix, spends or will spend a significant amount of time and attention on the affairs and business of Analytix or its subsidiaries,

all of the foregoing collectively referred to as "Participants". Subject to certain restrictions, Analytix may also issue Awards to a registered retirement savings plan or registered retirement income fund established and controlled by a Participant or a company that is wholly owned by an individual Participant.

Shares Issuable Under the 20% Fixed Equity Incentive Plan. The 20% Fixed Equity Incentive Plan provides that the maximum number of Shares that may be reserved and available for issuance under the 20% Fixed Equity Incentive Plan and all of Analytix's other equity incentive plans or compensation arrangements in existence from time to time on and after the effective date of the 20% Fixed Equity Incentive Plan, will be equal to approximately 20% of the issued and outstanding Shares at the time of implementation of the 20% Fixed Equity Incentive Plan. If any Award (or option or RSU issued under the Analytix Legacy Plans) expires, is cancelled, otherwise terminated for any reason without having been exercised in full, or is settled in cash, the number of Shares in respect of which such Award was not exercised will again be available for issuance under the 20% Fixed Equity Incentive Plan.

Restrictions on Award Grants. The Committee has the power to determine, in its sole discretion, those Participants to whom Awards are to be awarded. The following restrictions apply to grants under the 20% Fixed Equity Incentive Plan.

(a) Unless Analytix receives disinterested Shareholder approval:

(i) the maximum aggregate number of Shares that are issuable under all share compensation arrangements of Analytix granted or issued in any 12-month period to any one person must not exceed 5% of the Shares issued and outstanding calculated at the time of grant;

(ii) the maximum aggregate number of Shares which may be issued under share compensation arrangements of Analytix granted or issued to Insiders as a group must not exceed 10% of the Shares issued and outstanding at any point in time; and

(iii) the maximum aggregate number of Shares that are issuable under all share compensation arrangements of Analytix granted or issued in any 12-month period to Insiders as a group must not exceed 10% of the Shares issued and outstanding calculated at the time of grant.

(b) The maximum aggregate number of Shares that are issuable under all share compensation arrangements of Analytix granted or issued in a 12-month period to any one Consultant must not exceed 2% of the Shares issued and outstanding calculated at the time of grant.

(c) The maximum aggregate number of Shares that are issuable under all share compensation arrangements of Analytix granted or issued in a 12-month period to all persons retained to provide Investor Relations Activities must not exceed 2% of the Shares issued and outstanding calculated at the time of grant.

(d) Persons retained to provide Investor Relations Activities to Analytix may only be granted Options under the 20% Fixed Equity Incentive Plan.

Types of Awards. Awards of stock options, restricted share units, performance share units, deferred share units and stock appreciation rights may be made under the 20% Fixed Equity Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Committee, in its sole discretion. Awards are subject to limitations set out in the 20% Fixed Equity Incentive Plan, and by the TSXV and will generally be evidenced by an Award Agreement. In addition, subject to the limitations provided in the 20% Fixed Equity Incentive Plan and in accordance with applicable law and TSXV requirements, the Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding awards, and waive any condition imposed with respect to Awards.

Options. An Option entitles a holder thereof to purchase a prescribed number of treasury Shares at an exercise price set at the time of the grant. The Committee will establish the exercise price at the time each Option is granted, which exercise price must in all cases be not less than the Market Price (as defined in TSXV Policy 1.1 – Interpretation) of the Shares. Subject to any accelerated termination as set forth in the 20% Fixed Equity Incentive Plan, each Option expires on its respective expiry date. The Committee will have the authority to determine the vesting terms (which may include performance goals) applicable to grants of Options, subject to the restrictions in the 20% Fixed Equity Incentive Plan relating to Options granted to providers of Investor Relations Activities. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option in accordance with the Award Agreement and the 20% Fixed Equity Incentive Plan. No Option will be exercisable later than the tenth anniversary of the date of its grant, except where the expiry date of any Option would occur in a blackout period or within five days after the end of a blackout period, in which case the expiry date will be automatically extended to the tenth business day following the last day of the blackout period.

The 20% Fixed Equity Incentive Plan allows Option holders to elect to exercise vested Options on a cashless basis, if, at the time, Analytix has engaged a brokerage firm to facilitate cashless exercises. Cashless exercise is a process whereby the selected brokerage firm will loan money to the exercising Option holder to exercise the applicable Options and then sell a sufficient number of the Shares underlying the exercised Options in order to repay the loan made to the exercising Option holder.

Restricted Share Units. A restricted share unit (“RSU”) is a unit equivalent in value to a Share which entitles the holder to receive (subject to adjustment in certain circumstance) one Share (or the cash value thereof) for each RSU after a specified vesting period. The Committee may, from time to time, subject to the provisions of the 20% Fixed Equity Incentive Plan and such other terms and conditions as the Committee may prescribe, grant RSUs to Participants not engaged in Investor Relations Activities. The Committee shall have the authority to determine any vesting terms applicable to the grant of RSUs (which may include performance goals), provided no RSUs may vest before the date that is one year following the date of grant and after the date that is three years following the date of grant.

Upon settlement, for each RSU, holders will receive (a) one fully paid and non-assessable Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Shares and cash, in each case as determined by the Committee. Any such cash payments made by Analytix shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Fair Market Value per Share as at the settlement date.

Performance Share Units. A performance share unit (“PSU”) is a unit equivalent in value to a Share which entitles the holder to receive (subject to adjustment in certain circumstance) one Share (or the cash value thereof) for each PSU after specific performance-based vesting criteria determined by the Committee, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Committee and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement. The Committee may, from time to time, subject to the provisions of the 20% Fixed Equity Incentive Plan and such other terms and conditions as the Committee may prescribe, grant PSUs to Participants not engaged in Investor Relations Activities.

The Committee shall have the authority to determine any vesting terms applicable to the grant of PSUs provided no PSUs may vest before the date that is one year following the date of grant and after the date that is three years following the date of grant. Upon settlement, holders will receive (a) one fully paid and non-assessable Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Shares and cash, in each case as determined by the Committee. Any such cash payments made by Analytix to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Fair Market Value per Share as at the settlement date.

Deferred Share Units. A deferred share unit (“DSU”) is a unit equivalent in value to a Share which entitles the holder to receive (subject to adjustment in certain circumstances) one Share (or the cash value thereof) for each DSU at a future date. The Committee may, from time to time, subject to the provisions of the 20% Fixed Equity Incentive Plan and such other terms and conditions as the Committee may prescribe, grant DSUs to Participants not engaged in Investor Relations Activities.

The Committee shall have the authority to determine any vesting terms applicable to the grant of DSUs provided no DSUs may vest before the date that is one year following the date of grant. Upon settlement, holders will receive (a) one fully paid and non-assessable Share in respect of each vested DSU, (b) a cash payment, or (c) a combination of Shares and cash, in each case as determined by the Committee. Any such cash payments made by Analytix to a participant shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Fair Market Value per Share as at the settlement date.

Stock Appreciation Rights. A stock appreciation right (“SAR”) entitles the recipient to receive, upon settlement of the SAR, the increase in the fair market value of a specified number of Shares from the date of the grant of the SAR to the date of exercise (payable in Shares, cash or a combination of both at the discretion of the Committee). The Committee may, from time to time, subject to the provisions of the 20% Fixed Equity Incentive Plan and such other terms and conditions as the Committee may grant SARs to any Participants not engaged in Investor Relations Activities. The Committee will establish the grant price of a SAR at the time each SAR is granted, which grant price must in all cases be not less than the Market Price of the Shares. The Committee shall have the authority to determine any vesting terms applicable to the grant of SARs (which may include performance goals), provided no SARs may vest before the date that is one year following the date of grant.

Dividend Equivalents. At the discretion of the Committee, awards of RSUs, PSUs, DSUs and SARs may be credited with dividend equivalents in the form of cash, Shares or additional RSUs, PSUs, DSUs, or SARs as applicable. If awarded, dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Dividend equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. For clarity, any dividend equivalents granted shall be included in calculating the limits prescribed by the 20% Fixed Equity Incentive Plan and shall reduce the applicable pool of Shares available for issuance under the compensation arrangements of Analytix. If Analytix does not have a sufficient number of available Shares under the 20% Fixed Equity Incentive Plan to grant such dividend equivalents, Analytix shall make such dividend payments in cash.

Black-out Periods. If an Award expires during, or within 5 business days after, a blackout period imposed by Analytix, then, notwithstanding any other provision of the 20% Fixed Equity Incentive Plan, the Award shall expire 10 business days after the blackout period is lifted by Analytix. The 20% Fixed Equity Incentive Plan contains certain requirements applicable to eligible blackout periods including that the automatic extension of an Award will not be permitted where the participant or Analytix is subject to a cease trade order (or similar order under applicable securities laws) in respect of Analytix’s securities.

Transferability. Awards granted under the 20% Fixed Equity Incentive Plan are non-transferable and non-assignable, except as specifically provided under the 20% Fixed Equity Incentive Plan in the event of the death or disability of a Participant or to wholly-owned or controlled entities of an individual Participant.

Effect of Death, Disability or Incapacity of Participant. If a Participant dies or becomes Incapacitated during the term of an Award, or suffers a Disability and, as a result, their employment, term of office or engagement with Analytix is terminated:

(a) any Awards held by the Participant that are not yet vested at the Termination Date shall continue to vest in accordance with their terms;

(b) any Awards held by the Participant that are subject to a Performance Goal shall be deemed to have been satisfied upon completion of the Performance Period;

(c) the executor, liquidator or administrator of the Participant’s estate may exercise Options or other exercisable Awards of the Participant that become exercisable prior to the termination of such Awards;

(d) any RSUs, DSUs, PSUs or SAR held by the Participant that have vested or vest prior to their termination and do not otherwise have exercise requirements, shall be paid to the Participant, executor, liquidator or administrator of the Participant’s estate;

(e) the right to exercise or be paid for an Award terminates on the earlier of:

(i) the date that is 12 months after the Termination Date; and
(ii) the date on which the particular Award expires or terminates.

Retirement. If a Participant voluntarily Retires then:

(a) any Awards held by the Participant that are not yet vested at the Termination Date shall continue to vest in accordance with their terms;
(b) the Participant or, if applicable, the executor, liquidator or administrator of the Participant’s estate may exercise Options or other exercisable Awards of the Participant that become exercisable prior to the termination of such Awards;
(c) any RSUs, DSUs, PSUs or SAR held by the Participant that have vested or vest, and do not otherwise have exercise requirements, shall be paid to the Participant or, if applicable, the executor, liquidator or administrator of the Participant’s estate;
(d) the right to exercise or be paid for an Award terminates on the earlier of:
(i) the date that is 12 months after the Termination Date; and
(ii) the date on which the particular Award expires or terminates.

Termination of Awards. Except as explicitly provided otherwise in a Participant’s employment agreement and subject to the discretion of the Analytix Board to determine otherwise:

(a) if a Participant’s employment, term of office or engagement terminates for Cause:
(i) any vested but unexercised Options or other exercisable Awards held by the Participant at the Termination Date will be immediately cancelled and forfeited to Analytix on the Termination Date;
(ii) any other Awards held by the Participant that are not yet vested or payable by Analytix at the Termination Date will be immediately cancelled and forfeited to Analytix on the Termination Date; and
(iii) any remaining Awards held by the Participant that have vested and become payable by Analytix before the Termination Date shall be paid to the Participant.

(b) where a Participant’s employment or term of office or engagement terminates for any reason other than for Cause, death or disability:
(i) any Options or other Awards held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:
(a) the date that is 90 days after the Termination Date; and
(b) the date on which the exercise period of the particular Award expires.
(i) any RSU, DSU, PSU or SAR held by the Participant that have vested or vest prior to their termination, and do not otherwise have exercise requirements, shall be paid

to the Participant in accordance with the terms of the 20% Fixed Equity Incentive Plan and Award Agreement; and

(ii) any Award held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to Analytix on the Termination Date.

Where a Participant’s employment or term of office or engagement is terminated for any reason, other than for Cause, during the 24 months following a Change of Control, any unvested Awards as at the date of such termination shall be deemed to have vested as at the date of such termination and shall become payable or exercisable as at the date of termination.

Adjustment. The 20% Fixed Equity Incentive Plan contains provisions for the adjustment in the number of Shares subject to the 20% Fixed Equity Incentive Plan and issuable upon the exercise of Awards, and the other applicable terms and conditions thereof in the event of any stock dividend, stock consolidations, subdivisions or reclassifications of shares, spin-off, amalgamations, mergers, plans of arrangement, Change of Control transactions, take-over bid transactions or events which the Analytix Board determines affects the Shares such that an adjustment is appropriate to prevent dilution or enlargement of the rights of persons eligible to receive Awards under the 20% Fixed Equity Incentive Plan.

In the event of a Change of Control transaction, the Analytix Board shall have the discretion to (a) to amend, abridge or eliminate any vesting terms of an Award so that it may be exercised or settled in whole or in part, conditionally or otherwise, by the Participant prior to the completion of the Change of Control transaction and, if determined appropriate by the Analytix Board, any such Award not exercised or otherwise settled at the effective time or record date (as applicable) of such Change of Control will be deemed to have expired, or (b) unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Analytix Board, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, all subject to the approval of the TSXV.

Notwithstanding the foregoing, if the Analytix Board determines in good faith that the Awards will be honoured or assumed following a Change of Control, or new rights substituted therefore that are substantially equivalent, then no cancellation, acceleration of vesting, lapsing of restrictions or payments of an Award shall occur.

Tax Withholding. It is the responsibility of the Participant to ensure that they adhere to tax legislation in their jurisdiction regarding the reporting of benefits derived from the exercise or settlement of an Award. Pursuant to the 20% Fixed Equity Incentive Plan, Analytix may implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law.

Termination of, and Amendments to, the 20% Fixed Equity Incentive Plan. The Analytix Board may at any time, and from time to time, and without Shareholder approval, amend the 20% Fixed Equity Incentive Plan to fix typographical errors or to clarify the existing provisions of the 20% Fixed Equity Incentive Plan that do not substantively alter the scope, nature and intent of the provisions; or terminate the 20% Fixed Equity Incentive Plan. Except as described below, any other amendment shall require the approval of the TSXV. Notwithstanding the foregoing and any TSXV approval to an amendment, Analytix may not amend the 20% Fixed Equity Incentive Plan or grant any Awards in the following circumstances without disinterested shareholder approval: (i) making any individual Award grant that would result in the Total Share Authorization being exceeded; (ii) any individual Award grant that would result in the grant to Insiders (as a group), within a twelve (12) month period, of an aggregate number of Shares exceeding ten

percent (10%) of the issued Shares, calculated on the date an Award is granted to any Insider; (iii) any individual Award grant that would result in an aggregate number of Shares issuable to Insiders at any time exceeding ten percent (10%); (iv) any individual Award grant that would result in the number of Shares issued to any individual in any twelve (12) month period under the 20% Fixed Equity Incentive Plan exceeding five percent (5%) of the issued Shares of Analytix and (v) any amendment to Awards held by Insiders that would have the effect of decreasing the exercise price of the Awards or otherwise result in a benefit to an Insider. Analytix may amend the terms of an Award without the acceptance of the TSXV in the following circumstances, (i) to reduce the number of Shares under Awards; (ii) to impose additional performance criteria or other vesting conditions; or (iii) to cancel an Award.

20% Fixed Equity Incentive Plan Resolution

In order to be effective, the 20% Fixed Equity Incentive Plan Resolution must be passed by a majority of votes cast by Shareholders at the Meeting.

The Analytix Board unanimously recommends that Analytix Shareholders vote FOR the 20% Fixed Equity Incentive Plan Resolution. Shares represented by proxies in favour of management will be voted FOR the 20% Fixed Equity Incentive Plan, unless an Analytix Shareholder has specified in its Proxy that their Shares are to be voted against the 20% Fixed Equity Incentive Plan Resolution.

The following is the text of the 20% Fixed Equity Incentive Plan Resolution which will be put forward at the Meeting:

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The Omnibus Equity Incentive Plan (the “20% Fixed Equity Incentive Plan”) of AnalytixInsight Inc. (“Analytix”), in substantially the form described in, and appended as Schedule C to Analytix’s management information circular dated December 22, 2025 (the “Information Circular”), is hereby ratified, confirmed and approved subject to acceptance by the TSX Venture Exchange, and shall thereafter continue and remain in effect until ratification is required pursuant to the rules of the TSX Venture Exchange or other applicable regulatory requirements.
The maximum number of Shares in the capital of Analytix (the “Shares”) authorized and reserved for issuance under the 20% Fixed Equity Incentive Plan and all of Analytix’s other equity incentive plans in existence from time to time, shall be a fixed limit of up to an aggregate of 20% of the total Shares outstanding at the time of implementation of the 20% Fixed Equity Incentive Plan.
The directors of Analytix or any committee of the board of directors of Analytix be and is hereby authorized to issue awards pursuant to and subject to the terms and conditions of the 20% Fixed Equity Incentive Plan to those eligible to receive awards thereunder.
Notwithstanding that these resolutions be passed by the shareholders of Analytix, the adoption of the 20% Fixed Equity Incentive Plan is conditional upon receipt of final approval of the TSX Venture Exchange, and the board of directors of Analytix is hereby authorized and empowered to make any changes to the 20% Fixed Equity Incentive Plan, if required by the TSX Venture Exchange, or to revoke these resolutions, without any further approval of the shareholders of Analytix, at any time if such revocation is considered necessary or desirable to the board of directors.

Any one director or officer of Analytix is authorized and directed, on behalf of Analytix to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things that may be necessary or desirable to give effect to the foregoing resolutions."

5. CONSOLIDATION OF THE SHARES OF ANALYTIX

The Consolidation

Overview

At the Meeting, Analytix Shareholders will be asked to consider and, if deemed advisable approve, with or without variation, the Consolidation Resolution authorizing the Consolidation of the issued and outstanding Shares of Analytix on the basis of one (1) post-Consolidation Shares for each ten (10) pre-Consolidation Shares. To be effective, the Consolidation Resolution must be approved by at least two thirds (66 2/3%) of the votes cast by Analytix Shareholders in person at the Meeting or represented by Proxy.

Completion of the Consolidation is subject to the approval of the TSXV. If the Consolidation Resolution is approved and implemented, Analytix will send letters of transmittal to registered Analytix Shareholders which will provide instructions on how to obtain new share certificates representing the number of Shares to which such Analytix Shareholders are entitled as a result of the Consolidation.

Rational for the Share Consolidation

Analytix is seeking authorization to implement the Share Consolidation for the following reasons:

Potential for Increased Investor Interest: A higher post-consolidation share price for the Shares could increase investor interest in Analytix. While decreasing the number of Shares outstanding may not, by itself, affect the marketability of the Shares, in practice, many investors, including institutional investors and investment funds, consider low-priced shares as unduly speculative in nature and as a matter of policy, avoid investments in such shares. As a result, a higher anticipated trading price per Share may meet investing guidelines for certain institutional investors and investment funds that otherwise may be prevented under their investing mandates or guidelines from investing in the Shares at current prices. Also, a smaller number of Shares trading at a higher price may make Analytix more attractive to other new investors and could further enhance the value of the Shares held by current shareholders.
Reduced Volatility. The higher anticipated trading price of the post-consolidation Shares may result in less volatility as a result of small changes in the share price of the Shares. For example, a nominal price movement will result in a less significant change (in percentage terms) in the market capitalization of Analytix.
Reduced Shareholder Transaction Costs. Many investors pay commissions based on the number of shares traded when they buy or sell shares. If the trading price of the Shares were higher, these investors would pay lower commissions to trade a fixed dollar amount of the Shares than they would if the trading prices were lower. The aggregate potential effect of increased interest from investors and potentially lower transaction costs may ultimately improve the trading liquidity of the Shares.
Alignment With Peers: The Share Consolidation is expected to bring the trading price of the Shares within a price range that is more typical of the trading price for shares of other TSXV-listed companies that management regards as Analytix' peers in the capital markets.

Principal Effects of the Share Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Shares and the Consolidation ratio will apply equally for all such Shares. The Consolidation will affect all holders of Shares uniformly. In addition, there may be a minimal effect on an Analytix Shareholder’s percentage ownership interest in Analytix resulting from the proposed treatment of fractional Shares. Each Share outstanding post-Consolidation will be entitled to one vote and will be fully paid and nonassessable.--

The principal effects of the Consolidation will be that the total number of outstanding Shares will be reduced from 121,436,741 as of the date of this Information Circular to approximately 12,143,674.

Effect on Fractional Shares

No fractional common shares will be issued and any fractional common shares will be rounded down to the nearest lower whole number.

Effect on Convertible Securities

The exercise or conversion price and/or the number of Shares issuable under any outstanding convertible securities, RSUs or Analytix Options will be proportionally adjusted upon the implementation of the Consolidation, in accordance with the terms of such securities, based on the Consolidation ratio of 10:1.

Effect on Share Certificates

If the Consolidation is approved by Analytix Shareholders and implemented by the Analytix Board, registered Analytix Shareholders will be required to exchange their share certificates representing pre-Consolidation Shares for new certificates representing the number of post-Consolidation Shares to which they are entitled. Promptly after the Consolidation becomes effective, registered Analytix Shareholders will be sent a letter of transmittal from Analytix, which will contain instructions on how to surrender certificate(s) representing pre-Consolidation Shares to the Transfer Agent, TSX Trust Company. Upon return of a properly completed letter of transmittal, together with the certificate(s) evidencing the pre-Consolidation Shares, a certificate for the appropriate number of post-Consolidation Shares will be issued. Until surrendered, each share certificate representing pre-Consolidation Shares will be deemed for all purposes to represent the number of post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.---

Non-registered Analytix Shareholders holding their Shares through an Intermediary should note that Intermediaries may have different procedures for processing the Consolidation than those that will be put in place by Analytix for registered Analytix Shareholders. If you hold your Shares through an Intermediary and you have questions in this regard, you are encouraged to contact your Intermediary.

Shareholders should not destroy any share certificate(s) and should not submit any certificate(s) until requested to do so.

Procedure for Implementing the Consolidation

The implementation of the proposed Consolidation is conditional on Analytix receiving all necessary approvals, including the approval of the TSXV. The Consolidation Resolution provides that the Analytix Board is authorized, in its sole discretion, to determine whether or not to proceed with the proposed Consolidation, without further approval of the Analytix Shareholders. The Analytix Board may determine after the Meeting not to proceed with the completion of the Consolidation.

The Consolidation Resolution

The Analytix Board unanimously recommends that the Analytix Shareholders vote FOR the Consolidation Resolution. Shares represented by Proxies in favour of management will be voted FOR the Consolidation Resolution, unless an Analytix Shareholder has specified in its Proxy that their Shares are to be voted against the Consolidation Resolution.

At the Meeting, Analytix Shareholders will be asked to pass the Consolidation Resolution in the following form:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

subject to the approval of the TSXV, if and when the Analytix Board shall deem appropriate to do so, the issued and fully paid Shares, as presently constituted or as may be re-designated, be consolidated on the basis of one (1) post-Consolidation Share for each ten (10) pre-Consolidation Shares;
the Analytix Board, in their sole and complete discretion, are authorized and empowered to act upon this special resolution to effect the Consolidation;
notwithstanding that this resolution has been passed by the Analytix Shareholders, the Analytix Board is hereby authorized and empowered, without further notice to, or approval of, the Analytix Shareholders to not proceed with the Consolidation; and
any officer or director of Analytix is hereby authorized and directed, for and on behalf of and in the name of Analytix to execute, under the seal of Analytix or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things, as such officer or director, may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.”
OTHER MATTERS

As of the date of this Information Circular, management of Analytix knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

Additional Information

Additional information relating to Analytix is available on SEDAR+ at www.sedarplus.ca. Copies of Analytix’s financial statements and management’s discussion and analysis for the year ended December 31, 2024, may be obtained without charge upon request from the Company, at 98 Charlton Blvd., Toronto, ON, M2M 1B9, Tel: 416-861-5888, and such documents will be sent by mail or electronically by email as may be specified at the time of the request.

Director Approval

The contents of this Circular and the sending thereof to the Shareholders has been approved by the Analytix Board.

DATED at Toronto, Ontario this 22 day of December, 2025.

By Order of the Board of Directors
ANALYTIXINSIGHT INC.

(signed) “Natalie Hirsch”
Natalie Hirsch
Interim Chief Executive Officer

SCHEDULE A

FORM 52-

110F2

AUDIT COMMITTEE DISCLOSURE

ITEM 1: THE AUDIT COMMITTEE'S CHARTER

Purpose

(a) The role of the Audit Committee is to assist the Board of Directors of the Company (the "Board") in its oversight and evaluation of:

the quality and integrity of the financial statements of the Company,
the compliance by the Company with legal and regulatory requirements in respect of financial disclosure,
the qualification, independence and performance of the Company's independent auditor,
the assessment, monitoring and management of the strategic, operational, reporting and compliance risks of the Company's business (the "Risks"), and
the performance of the Company's Chief Financial Officer (the "CFO").

(b) In addition, the Audit Committee provides an avenue for communication between the independent auditor, the Company's CFO and other financial senior management, other employees and the Board concerning accounting, auditing and Risk management matters.

(c) The Audit Committee is directly responsible for the recommendation of the appointment and retention (and termination) and for the compensation and the oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between senior management and the independent auditor regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attest services for the Company.

(d) The Audit Committee is not responsible for:

planning or conducting audits, or
certifying or determining the completeness or accuracy of the Company's financial statements or that those financial statements are in accordance with International Financial Reporting Standards ("IFRS").

(e) Each member of the Audit Committee shall be entitled to rely in good faith upon:

financial statements of the Company represented to him or her by senior management of the Company or in a written report of the independent auditor to present fairly the financial position of the Company in accordance with IFRS, and
any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

"Good faith reliance" means that the Audit Committee member has considered the relevant issues, questioned the information provided and assumptions used, and assessed whether the analysis provided by senior management or the expert is reasonable. Generally, good faith reliance does not require that the member question the honesty, competence and integrity of senior management or the expert unless there is a reason to doubt their honesty, competence and integrity.

(f) The fundamental responsibility for the Company's financial statements and disclosure rests with senior management. It is not the duty of the Audit Committee to conduct investigations, to itself resolve disagreements (if any) between senior management and the independent auditor or to assure compliance with applicable legal and regulatory requirements.

(g) In discharging its obligations under this Charter, the Audit Committee shall act in accordance with its fiduciary duties.

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Membership

(a) Members of the Audit Committee shall be appointed by the Board, on the recommendation of the Compensation and Corporate Governance Committee, if applicable, and shall be made up of at least 3 members of the Board.

(b) The appointment of members of the Audit Committee shall take place annually at the first meeting of the Board after a meeting of shareholders at which directors are elected, provided that if the appointment of members of the Audit Committee is not so made, the directors who are then serving as members of the Audit Committee shall continue as members of the Audit Committee until their successors are appointed. The Board may appoint a member to fill a vacancy that occurs in the Audit Committee between annual elections of directors.

(d) The Board shall appoint a chairman of the Audit Committee who shall be an independent non-executive director. In the absence of the chairman and/or an appointed deputy, the remaining members present shall elect one of the members present to chair the meeting.

(e) Each of the members of the Audit Committee shall be financially literate (or acquire that familiarity within a reasonable period after appointment) in accordance with applicable legislation and stock exchange requirements.

(f) No member of the Audit Committee shall concurrently serve on the audit committee of more than three other public companies without the prior approval of the Audit Committee, the Compensation and Corporate Governance Committee, if applicable, and the Board and their determination that such simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee (which determination shall be disclosed in the Company's annual management information circular).

Meetings

(a) The Company Secretary shall act as the Secretary of the Audit Committee.

(b) The quorum necessary for the transaction of business at any meeting of the Audit Committee shall be a majority of the number of members of the Audit Committee or such greater number as the Audit Committee shall by resolution determine.

(c) A duly convened meeting of the Audit Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Audit Committee.

(d) The powers of the Audit Committee may be exercised at a meeting at which a quorum of the Audit Committee is present in person or by telephone or other electronic means or by a resolution signed by all members entitled to vote on that resolution at a meeting of the Audit Committee.

(e) Each member (including the Chair) is entitled to one (but only one) vote in Audit Committee proceedings.

(f) The Audit Committee shall meet at least quarterly and more frequently as circumstances require at such times and places as the chairman of the Audit Committee may determine.

(g) The Audit Committee shall meet separately, periodically, with senior management and the independent auditor and may request any member of the Company's senior management or the Company's outside counsel or independent auditor to attend meetings of the Audit Committee or with any members of, or advisors to, the Audit Committee. The Audit Committee will also meet in camera at each of its regularly scheduled meetings.

(h) Meetings of the Audit Committee shall be summoned by the Secretary of the Audit Committee at the request of any of its members.

(i) Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed shall be forwarded to each member of the Audit Committee, any other person required to attend and all other non-executive directors, no fewer than 3 working days prior to the date of the meeting. Supporting papers shall be sent to the members of the Audit Committee and to other attendees as appropriate, at the same time.

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(j) The Secretary of the Audit Committee shall minute the proceedings and resolutions of all Audit Committee meetings, including the names of those present and in attendance.

(k) Minutes of the Audit Committee meetings shall be circulated promptly to all members of the Audit Committee and, once agreed, to all members of the Board.

(l) Except as otherwise provided in this Charter, the Audit Committee may form and delegate authority to individual members and subcommittees of the Audit Committee where the Audit Committee determines it is appropriate to do so.

4. Responsibilities

(a) Independent Auditor - The Audit Committee shall:

Recommend the appointment and the compensation of, and, if appropriate, the termination of the independent auditor, subject to such Board and shareholder approval as is required under applicable legislation and stock exchange requirements.
Obtain confirmation from the independent auditor that it ultimately is accountable, and will report directly, to the Audit Committee.
Oversee the work of the independent auditor, including the resolution of any disagreements between senior management and the independent auditor regarding financial reporting.
Pre-approve all audit and non-audit services (including any internal control-related services) provided by the independent auditor (subject to any restrictions on such non-audit services imposed by applicable legislation, regulatory requirements and policies of the Canadian Securities Administrators).
Adopt such policies and procedures as it determines appropriate for the pre-approval of the retention of the independent auditor by the Company and any of its subsidiaries for any audit or non-audit services, including procedures for the delegation of authority to provide such approval to one or more members of the Audit Committee.
Review the experience and qualifications of the senior members of the independent auditor’s team.
Obtain and review an annual report from the independent auditor regarding:
The independent auditor’s internal quality-control procedures;
Any material issues raised by the most recent internal quality-control review, or peer review, of the auditor, 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 firm;
Any steps taken to deal with any such issues; and
All relationships between the independent auditor and the Company.
Evaluate, annually, the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence.
Confirm with the independent auditor that it is in compliance with applicable legal, regulatory and professional standards relating to auditor independence.
Confirm with the independent auditor that it is a participating audit firm of the Canadian Public Accountability Board in compliance with all restrictions or sanctions imposed on it (if any).
Provide notice to the independent auditor of every meeting of the Audit Committee.
Approve all engagements for accounting advice prepared to be provided by an accounting firm other than the independent auditor.
Review quarterly reports from senior management on tax advisory services provided by accounting firms other than the independent auditor.
Review expense reports of the Chairman of the Board and the Chief Executive Officer (“CEO”).

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(b) The Audit Process, Financial Statements and Related Disclosure - The Audit Committee shall:

Meet with senior management and/or the independent auditor to review and discuss,
the planning and staffing of the audit by the independent auditor,
before public disclosure, the Company’s annual audited financial statements and quarterly financial statements, the Company’s accompanying disclosure of Management’s Discussion and Analysis and earnings press releases and make recommendations to the Board as to their approval and dissemination of those statements and disclosure,
financial information and earnings guidance provided to analysts and rating agencies: this review need not be done on a case by case basis but may be done generally (consisting of a discussion of the types of information disclosed and the types of presentations made) and need not take place in advance of the disclosure,
any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the selection or application of accounting principles, any major issues regarding auditing principles and practices, and the adequacy of internal controls that could significantly affect the Company’s financial statements,
all critical accounting policies and practices used,
all alternative treatments of financial information within IFRS that have been discussed with senior management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor,
the use of “pro forma” or “adjusted” non-IFRS information,
the effect of new regulatory and accounting pronouncements,
the effect of any material off-balance sheet structures, transactions, arrangements and obligations (contingent or otherwise) on the Company’s financial statements,
any disclosures concerning any weaknesses or any deficiencies in the design or operation of internal controls or disclosure controls made to the Audit Committee in connection with certification of forms by the CEO and/or the CFO for filing with applicable securities regulators, and
the adequacy of the Company’s internal accounting controls and management information systems and its financial, auditing and accounting organizations and personnel (including any fraud involving an individual with a significant role in internal controls or management information systems) and any special steps adopted in light of any material control deficiencies.
Review disclosure of financial information extracted or derived from the Company’s financial statements.
Review with the independent auditor,
the quality, as well as the acceptability of the accounting principles that have been applied,
any problems or difficulties the independent auditor may have encountered during the provision of its audit services, including any restrictions on the scope of activities or access to requested information and any significant disagreements with senior management, any management letter provided by the independent auditor or other material communication (including any schedules of unadjusted differences) to senior management and the Company’s response to that letter or communication, and
any changes to the Company’s significant auditing and accounting principles and practices suggested by the independent auditor or other members of senior management.

Recommend to the Board for approval a policy that sets out the Risks philosophy of the Company and the expectations and accountabilities for identifying, assessing, monitoring and managing Risks (the “ERM Policy”) that is developed and is to be implemented by senior management.

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Meet with senior management to review and discuss senior management’s timely identification of the most significant Risks, including those Risks related to or arising from the Company’s weaknesses, threats to the Company’s business and the assumptions underlying the Company’s strategic plan (“Principal Risks”).
Approve a formalized, disciplined and integrated enterprise risk management process (the “ERM Process”) that is developed by senior management and, as appropriate, the Technical Committee, to monitor, manage and report Principal Risks.
Recommend to the Board for approval policies (and changes thereto) setting out the framework within which each identified Principal Risks of the Company shall be managed.
At least semi-annually, obtain from senior management and, as appropriate, the Technical Committee, a report specifying the management of the Principal Risks of the Company including compliance with the ERM Policy and other policies of the Company for the management of Principal Risks.
Review with senior management the Company’s tolerance for financial Risk and senior management’s assessment of the significant financial Risks facing the Company.
Discuss with senior management, at least annually, the guidelines and policies utilized by senior management with respect to financial Risk assessment and management, and the major financial Risk exposures and the procedures to monitor and control such exposures in order to assist the Audit Committee to assess the completeness, adequacy and appropriateness of financial Risk disclosure in Management’s Discussion and Analysis and in the financial statements.
Review policies and compliance therewith that require significant actual or potential liabilities, contingent or otherwise, to be reported to the Board in a timely fashion.
Review the adequacy of insurance coverages maintained by the Company.

(d) Compliance - The Audit Committee shall:
- Obtain reports from senior management that the Company’s subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Business Conduct and Ethics including disclosures of insider and affiliated party transactions and environmental protection laws and regulations.
- Review with senior management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports, which raise material issues regarding the Company’s financial statements or accounting policies.
- Review senior management’s written representations to the independent auditor.
- Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Business Conduct and Ethics.
- Review with the Company’s CFO legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.
- Establish procedures for,
- the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and
- the confidential, anonymous submission by employees of the Company with concerns regarding any accounting or auditing matters.
- Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer.

(e) Third Party Transactions - The Audit Committee shall:
- Review for fairness to the Company proposed transactions, contracts and other arrangements between the Company and its subsidiaries and any related party or affiliate,
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and make recommendations to the Board whether any such transactions, contracts and other arrangements should be approved or continued. The foregoing shall not include any compensation payable pursuant to any plan, program, contract or arrangement subject to the authority of the Company's Compensation and Corporate Governance Committee.

As used herein the term “related party” means any officer or director of the Company or any subsidiary, or any shareholder holding a greater than 10% direct or indirect financial or voting interest in the Company, and the term “affiliate” means any person, whether acting alone or in concert with others, that has the power to exercise a controlling influence over the Company and its subsidiaries.

(f) Delegation - To avoid any confusion, the Audit Committee responsibilities identified above are the sole responsibility of the Audit Committee and may not be allocated by the Board to a different committee without revisions to this Charter.

5. Reporting Responsibilities

(a) The Audit Committee shall report to the Board on a regular basis and, in any event, before the public disclosure by the Company of its quarterly and annual financial results.

(b) The reports of the Audit Committee shall include any issues of which the Audit Committee is aware with respect to the quality or integrity of the Company’s financial statements, its compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor and changes in Risks.

(c) The Audit Committee also shall prepare, as required by applicable law, any audit committee report required for inclusion in the Company’s publicly filed documents.

6. Authority

The Audit Committee is authorized to retain (and authorize the payment by the Company of) and receive advice from special legal, accounting or other advisors as the Audit Committee determines to be necessary to permit it to carry out its duties.

7. Annual Evaluation

Annually, the Audit Committee shall, in a manner it determines to be appropriate:

(a) Conduct a review and evaluation of the performance of the Audit Committee and its members, including the compliance of the Audit Committee with this Charter.

(b) Review and assess the adequacy of this Charter and the position description for its committee chairman and recommend to the Board any improvements to this Charter or the position description that the Audit Committee determines to be appropriate, except for minor technical amendments to this Charter, authority for which is delegated to the Corporate Secretary, who will report any such amendments to the Board at its next regular meeting.

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

The current members of the Audit Committee are Vincent Kadar, Richard Greco, and Scott Gardner (Chair). All of the current members are financially literate and have the ability to read and understand financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. Mr. Greco and Mr. Gardner are considered independent. “Independent” and “financially literate” have the meaning used in Multilateral Instrument 52-110 (“MI 52-110”) of the Canadian Securities Administrators.

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

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that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Each member of the Audit Committee has experience relevant to the performance of their responsibility as Audit Committee members. Please see their biographies below.

Vincent Kadar

Scott Gardner

Richard Greco

Mr. Richard Greco is an experienced executive with a strong background in financial management, governance, and public service. He served as the 19th Assistant Secretary of the Navy (Financial Management and Comptroller), where he acted as CFO for a $130 billion annual budget, overseeing financial planning, audit readiness, and internal controls. His career includes extensive leadership in both the public and nonprofit sectors, including his current role as President and Chairman of the Montfort Academy. Mr. Greco’s experience in managing complex budgets and implementing financial oversight systems makes him well-qualified to serve on an audit committee.

ITEM 4: AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, McGovern Hurley LLP, Chartered Accountants) not adopted by the Board.

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Since the effective date of MI 52-110, the Company has not relied on the exemptions contained in section 2.4 or Part 8 of MI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of MI 52-110, in whole or in part. As the

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Company is listed on the Exchange, it is relying on the exemption provided in section 6.1 of MI 52-110 with respect to Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of MI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable by the Audit Committee, on a case-by-case basis.

ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees charged to the Company by the external auditor in each of the last two fiscal years are as follows:

	FYE 2023	FYE 2024
Audit fees for the year ended	$148,534	$119,273
Audit related fees	$Nil	$Nil
Tax fees(1)	$14,532	$13,638
All other fees (non-tax)	$Nil	$Nil
Total Fees:	$163,066	$132,911

(1) These fees are for preparation and filing of the Company’s tax return.

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SCHEDULE B CORPORATE GOVERNANCE DISCLOSURE

Pursuant to National Instrument 58-101, Analytix is required to and hereby discloses its corporate governance practices as follows.

ITEM 1: BOARD OF DIRECTORS

The Analytix Board facilitates its exercise of independent supervision over Analytix’s management through frequent meetings of the Analytix Board.

Scott Gardner and Richard Greco are “independent” in that each is free from any direct or indirect material relationship with Analytix. Vincent Kadar is considered “non-independent”. A material relationship is a relationship which could, in the view of Analytix’s Board of Directors, be reasonably expected to interfere with the exercise of his independent judgment.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, where deemed necessary by the independent directors, the independent directors do hold in-camera sessions exclusive of non-independent directors and members of management, which process facilitates open and candid discussion amongst the independent directors. A private session is included in every agenda of every board and committee meeting.

During the financial year ended December 31, 2024, the Analytix Board held twelve meetings, the Audit Committee held four meetings. Overall, the combined director attendance at meetings of the Analytix Board and its standing Committees was 100%. A record of attendance of each director at Analytix Board and Committee meetings held for the financial year ended on December 31, 2024 is set out in the table below:

Name	Board of Directors	Audit Committee	Nominating and Corporate Governance Committee
Vincent Kadar	100%	100%	N/A
Scott Gardner	100%	100%	N/A
Chaith Kondragunta(1)	100%	N/A	N/A
Jith Verravalli(1)	100%	100%	N/A
Prakash Hariharan(1)	100%	N/A	N/A
Matthew Bosrock(2)	100%	100%	N/A

Notes:

(1) Mr. Kondragunta, Mr. Veeravalli, and Mr. Hariharan each resigned as a director of Analytix on September 2024. However, effective March 1, 2024 each of Mr. Kondragunta, Mr. Veeravalli, and Mr. Hariharan were omitted from official board meetings where the discussions involved the individuals settlement with Analytix. Each of Mr. Kondragunta, Mr. Veeravalli, and Mr. Hariharan attended all board meetings that they were requested to attend.

(2) Matthew Bosrock was appointed on October 10, 2024 and attended 2 board meetings and one audit committee meeting for the financial year ended December 31, 2024 in his position as director.

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ITEM 2: DIRECTORSHIPS

None of the directors of Analytix are currently directors of any other reporting issuers.

ITEM 3: ORIENTATION AND CONTINUING EDUCATION

The Analytix Board briefs all new directors with the policies of the Analytix Board, and other relevant corporate and business information.

ITEM 4: ETHICAL BUSINESS CONDUCT

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.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

ITEM 5: NOMINATION OF DIRECTORS

The Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board new director nominees for the next annual meeting of the shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

ITEM 6: COMPENSATION

The Board of Directors conducts reviews with regard to directors’ compensation once a year. To make its recommendation on directors’ compensation, the Board of Directors takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies.

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ITEM 7: OTHER BOARD COMMITTEES

Currently, the only committee of the Analytix Board is the Audit Committee.

ITEM 8: ASSESSMENTS

The Analytix Board monitors the adequacy of information given to directors, communication between the Analytix Board and management and the strategic direction and processes of the board and committees.

SCHEDULE C
20% FIXED EQUITY INCENTIVE PLAN

(See attached)

ANALYTIXINSIGHT INC.

OMNIBUS EQUITY INCENTIVE PLAN

ARTICLE 1 PURPOSE

Section 1.1 Purpose

The purpose of this Plan is to provide Analytisinsight Inc. (the “Corporation”), and each subsidiary of the Corporation, with a share-related mechanism to attract, retain and motivate qualified Directors, Officers, Employees and Consultants (each, as defined below) of the Corporation and its subsidiaries, to reward such of those Directors, Officers, Employees and Consultants, as may be granted Awards (as defined below) under this Omnibus Equity Incentive Plan (the “Plan”), for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Directors, Officers, Employees and Consultants to acquire common shares in the capital of the Corporation (each, a “Common Share”) as long term investments and proprietary interests in the Corporation.

ARTICLE 2 DEFINITIONS

Section 2.1 Definition

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms will have the meanings set forth below:

(a) “Affiliate” has the meaning given to such term in TSXV Policy 1.1.

(b) “Award” means, individually or collectively, a grant under this Plan of Options, Restricted Share Units, Deferred Share Units, Performance Share Units or Stock Appreciation Rights, in each case subject to the terms of this Plan.

(c) “Award Agreement” means either (i) a written agreement entered into by the Corporation or an Affiliate of the Corporation and a Participant; or (ii) a written statement issued by the Corporation or an Affiliate of the Corporation to a Participant, describing the terms and provisions of such Award and need not be identical to other Award Agreements either in form or substance.

(d) “Blackout Period” means an interval of time during which the Corporation has determined that one or more Participants may not trade any securities of the Corporation in accordance with the requirements of TSXV Policy 4.4.

(e) “Board” or “Board of Directors” means the Board of Directors of the Corporation.

(f) “Cashless Exercise” means the exercise of an Option whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Common Shares underlying the Options to be exercised and the brokerage firm then sells a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Participant resulting in the Participant receiving the net balance of the Common Shares underlying the exercised Options or the net cash proceeds from the exercise of the Options.

(g) “Cause” means:

(i) Cause as such term is defined in the written employment agreement between the Corporation and the Officer or Employee; or

(ii) in the event there is no written employment agreement between the Corporation and the Officer or Employee or Cause is not defined therein, the usual meaning of just cause under the common law or the laws of the jurisdiction in which the Officer or Employee is employed provided, however, if an Employee Participant’s employment is governed by the Province of Ontario, then Cause, means the Employee Participant’s wilful misconduct, disobedience or wilful neglect of duty by that is not trivial and has not been condoned by the Corporation or any of its Affiliates. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.

(h) “Change of Control” shall occur if any of the following events occur:

(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its subsidiaries and another corporation or other entity, as a result of which the holders of Common Shares prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation after completion of the transaction;

(ii) any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or Affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect Directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect Directors);

(iii) as a result of or in connection with: (A) a contested election of Directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation and another corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to the Board shall not constitute a majority of the Board;

(iv) any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (other than a subsidiary of the Corporation); or

(v) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

(i) “Change of Control Price” means (i) the highest price per Common Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the volume weighted average trading price of the Common

Shares on the TSXV for the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Common Share on the TSXV on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Common Shares on the TSXV for the five trading days immediately preceding the Change of Control date.

(j) “Committee” means the Board of Directors or, if so delegated in whole or in part by the Board, any duly authorized committee appointed by the Board to administer the Plan.

(k) “Common Shares” or “Common Shares” means, as the case may be, one or more common shares in the capital of the Corporation.

(l) “Consultant” has the meaning given to such term in TSXV Policy 4.4.

(m) “Corporation” means AnalytixInsight Inc., a corporation incorporated under the laws of Canada, and any successor thereto as provided in Article 16 herein.

(n) “Deferred Share Unit” means an Award denominated in units that provides the holder thereof with a right to receive Common Shares, an amount in cash having an equivalent value or a combination thereof upon settlement of the Award, granted under Article 7 herein and subject to the terms of this Plan.

(o) “Director” has the meaning given to such term in TSXV Policy 4.4.

(p) “Disability” has the meaning attributed thereto in the Participant’s written agreement with the Corporation or an Affiliate and if there is no such defined term, means the Participant’s inability to substantially fulfil their duties on behalf of the Corporation as a result of illness or injury for a continuous period of nine (9) months or more or for an aggregate period of twelve (12) months or more during any consecutive twenty-four (24) month period, despite the provision of reasonable accommodations by the Corporation or an Affiliate, as applicable.

(q) “Disinterested Shareholder Approval” has the meaning given to “disinterested Shareholder approval” in section 5.3 of TSXV Policy 4.4.

(r) “Dividend Equivalent” means a right with respect to an Award to receive cash, Common Shares or other property equal in value and form to dividends declared by the Committee and paid with respect to outstanding Common Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement, and if specifically provided for in the Award Agreement shall be subject to such terms and conditions set forth in the Award Agreement as the Committee shall determine.

(s) “Employee” has the meaning given to such term in TSXV Policy 4.4.

(t) “Exercise Notice” means the notice respecting the exercise of an Option, in the form substantially similar to that set out as Schedule “B” hereto.

(u) “Exercise Price” means the price at which a Common Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

(v) “Fair Market Value” or “FMV” means, unless otherwise required any applicable accounting standard for the Corporation’s desired accounting for Awards or by the rules of the TSXV, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the volume weighted average trading price of the Common Shares on the TSXV for the five trading days immediately prior to the applicable date or (ii) the closing price of the Common Shares on the TSXV on the trading day immediately prior to the applicable date. In the event that such Common Shares are not listed and posted for trading on any exchange, the Fair Market Value shall be the fair market value of such Common Shares as determined by the Committee in its sole discretion.

(w) “Incapacity” or “Incapacitated” means the incapacity or inaptitude of a Participant to administer the Participant’s estate, that results in the appointment of an administrator of the Participant’s estate or that enables a person or entity to act on the Participant’s behalf pursuant to a power of attorney.

(x) “Insider” has the meaning given to such term in TSXV Policy 1.1.

(y) “Investor Relations Activities” has the meaning given such term in TSXV Policy 1.1 and for purpose of this Plan, Persons retained to perform Investor Relations Activities shall include any Consultant that performs Investor Relations Activities and any Employee, Management Company Employee, Officer or Director whose role and duties primarily consist of Investor Relations Activities.

(z) “ITA” means the Income Tax Act (Canada) and the regulations adopted thereunder, as amended from time to time.

(aa) “Management Company Employee” has the meaning given to such term in TSXV Policy 4.4.

(bb) “Market Price” has the meaning ascribed thereto in TSXV Policy 1.1.

(cc) “Non-Qualified Security” has the meaning ascribed thereto in Section 110 of the ITA.

(dd) “Notice Period” means only that period constituting the minimum notice of termination period that is required to be provided to a Participant pursuant to applicable employment standards legislation (if applicable and if any). For certainty, the “Notice Period” shall exclude any other period that follows or ought to have followed, as applicable, the later of (i) the end of the minimum notice of termination period that is required to be provided to a Participant pursuant to applicable employment standards legislation (if applicable and if any), or (ii) the Participant’s last day of performing work for the Corporation or an Affiliate (including any period of vacation, Disability, or other leave permitted by legislation) whether that period arises from a contractual or common law right.

(ee) “Officer” has the meaning given such term in TSXV Policy 4.4.

(ff) “Option” means the conditional right to purchase Common Shares at a stated Exercise Price for a specified period of time, granted under Article 5 herein and subject to the terms of this Plan.

(gg) “Participant” means a Director, Officer, Employee, Management Company Employee or Consultant that is the recipient of an Award granted or issued by the Corporation under this

Plan and, as context requires, shall include a registered retirement savings plan (“RRSP”) or registered retirement income fund (“RRIF”) established and controlled by a Participant or a company that is wholly owned by an individual Participant.

(hh) “Performance Goal” means conditions, if any, imposed on an Award which are required to be satisfied or discharged during the Performance Period in order that an Award shall vest as further described in Section 8.3.

(ii) “Performance Period” means the period of time during which Performance Goal must be satisfied or discharged.

(jj) “Performance Share Unit” means an Award denominated in units subject to a Performance Period, with a right to receive Common Shares or cash or a combination thereof upon settlement of the Award, as a function of the extent to which corresponding Performance Goals have been achieved, granted under Article 8 herein and subject to the terms of this Plan.

(kk) “Person” shall have the meaning ascribed to such term in Section 1(1) of the Securities Act.

(ll) “Plan” means this Omnibus Equity Incentive Plan.

(mm) “Replacement Award” has the meaning ascribed to such term in Section 11.2(b).

(nn) “Restriction Period” means a period determined by the Board, in its sole discretion, ending in all cases no later than (i) in the case of Performance Share Units and Restricted Share Units that are subject to the ITA, three (3) years after the last day of the calendar year in which the performance of services for which Performance Share Units or Restricted Share Units are granted, occurred, (ii) in the case of Deferred Share Units that are subject to the ITA, the last day of the calendar year following the Participant’s Termination Date; and (iii) in every other case, the date determined by the Board at the time any Award is granted or at any time thereafter during which any Restricted Share Units or Deferred Share Units is subject to vesting, risk of forfeiture or deferral, as applicable.

(oo) “Restricted Share Unit” means an Award denominated in units subject to a Restriction Period, with a right to receive Common Shares or cash or a combination thereof upon settlement of the Award, as a function of the extent to which corresponding vesting criteria have been achieved, granted under Article 6 herein and subject to the terms of this Plan.

(pp) “Retirement” or “Retire” means a Participant’s permanent withdrawal from employment or office with the Corporation or Affiliate on terms and conditions accepted and determined by the Committee.

(qq) “Securities Act” means the Securities Act (Ontario), as may be amended from time to time.

(rr) “Stock Appreciation Right” means an Award denominated in units subject to a Restriction Period, with a right to receive Common Shares or cash or a combination thereof upon settlement of the Award, based on the appreciated value of the Common Shares, granted under Article 9 herein and subject to the terms of this Plan.

(ss) “Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

(i) by reason of the Participant’s death or Incapacity, the date of death or Incapacity, then such date of death or Incapacity;

(ii) by reason of termination for Cause, resignation by the Participant or Retirement, the Participant’s last day actively at work or actively performing services for the Corporation or an Affiliate;

(iii) by reason of Disability, then the date on which the Participant is determined to have a Disability as defined herein;

(iv) for any reason whatsoever other than death, Incapacity, termination for Cause, Retirement or termination by reason of Disability, the later of the (i) date of the Participant’s last day actively at work or actively performing services for the Corporation or the Affiliate, and (ii) the last date of the Notice Period; and

(v) the resignation of a Director and the expiry of a Director’s term on the Board without re-election (or nomination for election) shall each be considered to be a termination of his or her term of office.

(tt) “Total Share Authorization” has the meaning ascribed thereto under Section 3.5(a).

(uu) “TSXV” means the TSX Venture Exchange and at any time the Common Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Common Shares trade and which has been designated by the Committee.

(vv) “TSXV Policies” means the policies included in the TSX Venture Exchange Corporate Finance Manual and “TSXV Policy” means any one of them, as such policies may be amended, supplemented or replaced from time to time.

(ww) “TSXV Policy 1.1” means Policy 1.1 - Interpretation of the TSXV Policies, as may be amended, supplemented or replaced from time to time.

(xx) “TSXV Policy 4.4” means Policy 4.4 - Security Based Compensation of the TSXV Policies, as may be amended, supplemented or replaced from time to time.

(yy) “U.S. Participant” means a Participant who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) or otherwise a “U.S. person” as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

(zz) “U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(aaa) “Voting Securities” shall mean any securities of the Corporation ordinarily carrying the right to vote at elections of Directors and any securities immediately convertible into or exchangeable for such securities.

ARTICLE 3
ADMINISTRATION

Section 3.1 Administration

This Plan shall be administered by the Board, or any Committee appointed by the Board to administer this Plan. Without limiting the generality of the foregoing, where a Committee has been appointed by the Board to administer this Plan pursuant to a resolution passed by the Board, such Committee has authority to:

(a) grant to Participants, an RRSP or RRIF established and controlled by a Participant or a company that is wholly owned by an individual Participant, up to the number of Awards specified by the Board in the applicable resolution(s) on the terms set out in such resolution(s);

(b) exercise rights reserved to the Corporation under this Plan;

(c) determining Award terms and conditions including, but not limited to, issuance price, vesting terms, Performance Goals, exercise conditions and expiry periods (all as applicable) for Awards granted under this Plan in accordance with the terms and conditions of this Plan;

(d) establishing the form or forms of Award Agreements;

(e) cancel, amend, adjust or otherwise change any Award under such circumstance as the Committee may consider appropriate in accordance with the provisions of this Plan; and

(f) make all other determinations, including, but not limited to determinations regarding whether Performance Goals have been achieved and take all other actions as it considers necessary or advisable for implementation and administration of this Plan.

Section 3.2 Delegation.

The Committee may delegate to one or more of its members any of the Committee’s administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

Section 3.3 Interpretation Binding

The interpretation, construction and application of this Plan and any Award Agreements shall be made by the Board or a Committee and shall be final and binding on all holders of Awards granted under this Plan and all Persons eligible to participate under the provisions of this Plan.

Section 3.4 Limitation of Liability

No member of the Board or Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of this Plan or any Awards granted under it.

Section 3.5 Common Shares Subject to the Plan

(a) Subject to adjustment as provided for herein, the maximum number of Common Shares hereby reserved for issuance to Participants under the Plan, or under any other share

compensation arrangements of the Corporation, pursuant to the issuance of Awards, collectively, shall not in the aggregate exceed a maximum of 20% of the total Common Shares outstanding as at the date of implementation of this Plan, such amount being 24,287,348 Common Shares (the “Total Share Authorization”). If any Award is terminated, cancelled, forfeited, has expired without being fully exercised or is otherwise settled in cash, any unissued Common Shares which have been reserved to be issued upon the exercise of the Award will be returned to the Total Share Authorization and will become available to be issued under Awards subsequently granted under the Plan.

(b) The following limits apply to the operation of this Plan:

(i) unless the Corporation has obtained the requisite Disinterested Shareholder Approval,

(A) the maximum aggregate number of Common Shares that are issuable under all share compensation arrangements of the Corporation granted or issued in any 12-month period to any one person (and companies owned or controlled by that Person) must not exceed 5% of the total number of Common Shares issued and outstanding, calculated as at the date any Award is granted or issued to such person;

(B) the maximum aggregate number of Common Shares which may be issued under share compensation arrangements of the Corporation granted or issued to Insiders as a group must not exceed 10% of the Common Shares issued and outstanding at any point in time; and

(C) the maximum aggregate number of Common Shares that are issuable under all share compensation arrangements of the Corporation granted or issued in any 12-month period to Insiders as a group must not exceed 10% of the Common Shares issued and outstanding, calculated on the date any Award is granted to an Insider; and

(ii) the maximum aggregate number of Common Shares that are issuable under all share compensation arrangements of the Corporation granted or issued in a 12-month period to any one Consultant must not exceed 2% of the Common Shares issued and outstanding, calculated at the date any Award is granted to the Consultant; and

(iii) the maximum aggregate number of Common Shares that are issuable under all share compensation arrangements of the Corporation granted or issued in a 12-month period to all persons retained to provide Investor Relations Activities must not exceed 2% of the Common Shares issued and outstanding, calculated at the date any Award is granted to any such Person.

(c) The Board (which for these purposes does not include a reference to a Committee) shall allot, set aside and reserve for issuance for the purpose of this Plan a sufficient number of Common Shares at each meeting of the Board such that the number of Common Shares issuable under Section 3.5(a) shall be properly allotted, set aside and reserved for issuance.

ARTICLE 4
ELIGIBILITY AND GRANT OF AWARDS

Section 4.1 Eligibility

Awards may only be granted to Participants, an RRSP or RRIF established and controlled by a Participant or a company that is wholly owned by an individual Participant and provided that the participation is voluntary. A Participant will not be entitled to receive a grant of an Award after the date that the Participant ceases to be a Director, an Officer, an Employee, a Management Company Employee or a Consultant in each case for any reason.

Section 4.2 Transfers of Employment and Changes of Role

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Corporation and an Affiliate or among Affiliates or a change of role with the Corporation or an Affiliate, shall not be deemed a termination of employment provided that the Participant remains a Participant. The Committee may provide in a Participant’s Award Agreement or otherwise the conditions under which a transfer of employment to an entity that is spun off from the Corporation or an Affiliate shall not be deemed a termination of employment for purposes of an Award.

Section 4.3 Committee’s Discretion

(a) Subject to the foregoing, the Committee shall have full and final authority to determine the Participants who are to be allocated and granted Awards under this Plan and the number of Common Shares subject to each Award grant. Subject to Article 11, Awards granted under this Plan shall be for Common Shares or cash or a combination thereof upon settlement of the Award, and for no other security.

(b) Unless limited by the terms of this Plan or any regulatory or stock exchange requirement, the Committee shall have full and final authority, in its discretion, to determine the nature, terms and conditions attached to any grant of Awards under this Plan.

Section 4.4 Bona Fide Representation.

For Awards granted to Employees, Consultants or Management Company Employees, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

Section 4.5 Eligibility of Persons Retained to Provide Investor Relations Activities.

Persons retained to provide Investor Relations Activities may only be granted Options under this Plan.

Section 4.6 Specific Allocation

The Corporation cannot grant or issue an Award hereunder unless and until the Award has been allocated to a particular Participant.

Section 4.7 Notification of Award

Following the approval by the Committee of the granting or issuance of an Award, the Committee will notify the recipient in writing of the Award and will enclose with such notice the Award Agreement representing the Award so awarded.

Section 4.8 Copy of Plan

In addition to the notice of the Award and Award Agreement, as set out in Section 4.7 hereto, the Corporation will also forward to the Participant a copy of this Plan (on the first grant of an Award hereunder) and any other documentation that may be required by applicable law, stock exchange or regulatory requirements.

Section 4.9 Non-Transferability of Awards

Subject to applicable law, no Award granted under this Plan shall be assignable or transferable otherwise than:

(a) by will or by the laws of descent and distribution, and such Award shall be exercisable, during a Participant’s lifetime, only by the Participant (subject to Section 10.1);
(b) to a Participant’s RRSP or RRIF, provided that the Participant is, during the Participant’s lifetime, the sole beneficiary of the RRSP or RRIF; or
(c) a company that is wholly owned by an individual Participant provided that such company has complied with the requirements of section 2(c) of TSXV Policy 4.4.

Section 4.10 Other Requirements

(a) The date that an Award is granted shall be the date such grant was approved by the Committee.
(b) The Corporation may only grant Awards pursuant to resolutions of the Committee.
(c) The Corporation may not grant any Awards while there is an undisclosed material change or undisclosed material fact relating to the Corporation.
(d) Any Award granted under this Plan shall be subject to the requirement that, if at any time the Corporation determines that the listing, registration or qualification of the Common Shares subject to such Award, or such Award itself, upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any stock exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Common Shares thereunder, such Award may not be granted, accepted, exercised or vest in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board (which for these purposes does not include a reference to a Committee).
(e) All Awards and Common Shares issuable thereunder are subject to any applicable resale restrictions under securities laws and the Exchange Hold Period (as defined in TSXV Policy 1.1), and shall have affixed thereto any legends required under securities laws and the policies of the TSXV.
(f) If any Awards are issued to a U.S. Participant or anyone who becomes a U.S. Participant, who is granted an Award in the United States, who is a resident of the United States or who is otherwise subject to the U.S. Securities Act or the securities laws of any state of the

United States, such Participant shall receive an Award Agreement which sets out the applicable United States restrictions.

(g) The Committee shall not grant any Awards that may be denominated or settled in Common Shares to residents of the United States or a US. Participant unless such Awards and the Common Shares issuable upon exercise thereof are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

(h) Awards granted to U.S. Participants and any Common Shares issued on the exercise of such Awards may be subject to additional resale restrictions as outlined in the Award Agreement.

Section 4.11 Blackout Period

Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date, redemption date or settlement date of the Award would otherwise occur in a Blackout Period or within five days after the end of the Blackout Period. The following requirements are applicable to any such automatic extension provision:

(a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information;

(b) the automatic extension of the expiry date, redemption date or settlement date, as applicable, of a Participant's Award is not permitted where the Participant or the Corporation is subject to a cease trade order (or similar order under Canadian securities laws) in respect of the Corporation's securities; and

(c) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

Section 4.12 Participation in this Plan

(a) The Corporation makes no representation or warranty as to the future market value of the Common Shares or with respect to any income tax matters affecting any Participant resulting from the grant, vesting or settlement of an Award, the exercise of an Option or resulting from any transactions in the Common Shares or any other event affecting the Awards. The Corporation and its Affiliates do not assume responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

(b) Unless otherwise determined by the Board, the Corporation shall not offer financial assistance to any Participant in regard to the exercise of any Award granted under this Plan.

ARTICLE 5 STOCK OPTIONS

Section 5.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion, which need not be the same for each grant or for each Participant.

Section 5.2 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement, an indicative form of which is attached as Schedule “A” hereto, that shall specify the terms and conditions of the Option grant including, the award date of the Option, the Exercise Price, the duration of the Option, the number of Common Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine. The Award Agreement shall contain such terms and conditions that may be considered necessary in order for the Options to comply with any provisions respecting options contained in any income tax laws or any other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 5.3 Exercise Price.

The Exercise Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The Option exercise price per Common Share shall not be less than the Market Price.

Section 5.4 Duration of Options.

Each Option granted to a Participant shall expire and become null, void and of no effect as of 5:00 p.m. local time in Toronto, Ontario on the expiry date, as determine at the time of grant; provided, however, that (i) no Option shall be granted with a term exceeding the tenth (10th) anniversary date of its grant; and (ii) no Option shall expire in a period greater than one year following the date on which a Participant ceases to be an eligible Participant. Notwithstanding the foregoing, the expiry date of any Option shall be extended in the circumstances described in Section 4.11.

Section 5.5 Vesting.

(a) The Committee shall have the authority to determine vesting terms applicable to grants of Options, which Options in its discretion, which need not be the same for each grant or for each Participant.

(b) Notwithstanding the foregoing, Options issued to Persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months, and no more than 25% of such Options may vest in any three month period, but in any event, such Options shall not vest sooner than:

(i) one quarter (1/4) of the Options on the date which is three (3) months from the date of grant;

(ii) one quarter (1/4) of the Options on the date which is six (6) months from the date of grant;

(iii) one quarter (1/4) of the Options on the date which is nine (9) months from the date of grant; and

(iv) the final one quarter (1/4) of the Options on the date which is twelve (12) months from the date of grant.

Section 5.6 Exercisability

(a) Subject to Article 10, an Option may be exercised in whole or in part from time to time once it has vested and until expiration or termination by delivering to the Corporation at its head or registered office, a written Exercise Notice substantially in the form set out as Schedule “B” or following such alternative procedures which may be authorized by the Committee, specifying the number of Common Shares with respect to which the Option is being exercised and accompanied by payment for the full amount of the purchase price of the Common Shares then being purchased by certified cheque, wire transfer, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Committee. Subject to any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Common Shares, the Common Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable Common Shares of the Corporation.

(b) Notwithstanding Section 4.10(d), the Corporation shall not, upon the exercise of any Option, be required to register, issue or deliver any Common Shares prior to:

(i) the listing of such Common Shares on any stock exchange on which the Common Shares may then be listed; and
(ii) the completion of such registration or other qualification of such Common Shares under any law, rules or regulation as the Corporation shall determine to be necessary or advisable (including, without limitation, NI 45-106).

If any Common Shares cannot be registered, issued or delivered to any Participant for whatever reason, the obligation of the Corporation to issue such Common Shares shall terminate and any Option exercise price paid to the Corporation shall be returned to the Participant without deduction or interest.

(c) No Option holder who is resident in the United States or a U.S. Participant may exercise Options unless the underlying Common Shares are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

Section 5.7 Cashless Exercise.

Options may exercise, at the option of the Participant, on a Cashless Exercise basis in accordance with TSXV Policy 4.4, provided that the Corporation has entered into an agreement with a brokerage firm to facilitate such Cashless Exercise.

Section 5.8 Grant of Options for Non-Qualifying Canadian Securities

At the time of the grant of any Option, the Board may designate, or shall, to the extent required by the ITA, designate, that such Option shall be in respect of Common Shares that are Non-Qualifying Securities, and the Board shall cause to be provided notice of such designation of Common Shares as Non-Qualifying Securities in the manner and by the date(s) required by subsection 110(1.9) of the ITA to each of:

(a) the Participant (including, where permitted by the ITA, in an Award Agreement); and
(b) the Minister of National Revenue for Canada.

ARTICLE 6

RESTRICTED SHARE UNITS

Section 6.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may, subject to Section 4.5, grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine, which need not be the same for each grant or for each Participant.

Section 6.2 Restricted Share Unit Agreement.

(a) Each Restricted Share Unit grant shall be evidenced by an Award Agreement, an indicative form of which is attached as Schedule "C" hereto, that shall specify the Restriction Period, the number of Restricted Share Units granted, the settlement date (which shall not be later than the last day of the Restriction Period), and any such other provisions as the Committee shall determine, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Share Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Common Shares are listed or traded, or holding requirements or sale restrictions placed on the Common Shares by the Corporation upon vesting of such Restricted Share Units.

(b) In making such determination, the Board shall consider the timing of crediting Restricted Share Units, including crediting Restricted Share Units in connection with Dividend Equivalents, to a Participant's account, the vesting requirements and settlement timing applicable to such Restricted Share Units to ensure that the crediting of the Restricted Share Units to the Participant's account, the vesting requirements and settlement timing are not considered a "salary deferral arrangement" for the purposes of the ITA and any applicable provincial legislation.

(c) The Award Agreement in respect of Restricted Share Units shall contain such terms that may be considered necessary in order that the Restricted Share Units will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 6.3 Vesting Restriction

Restricted Share Units will vest on such terms as shall be specified by the Committee at the time of granting such Restricted Share Units, which need not be the same for each grant or for each Participant, and such vesting period shall be reflected in the Award Agreement. Except pursuant to Section 10.1 or as otherwise determined by the Board in connection with a Change of Control pursuant to Section 11.2 or other similar transaction, no Restricted Share Units may vest or become freely trading before the date that is one year following the date it is granted or issued. For greater certainty, the vesting period must fall after the end of the Performance Period, if any, but no later than the last day of the Restriction Period.

Section 6.4 Dividends and Other Distributions.

During the Restriction Period, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Common Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Common Shares, or Restricted Share Units, provided that any Dividend Equivalents paid in the form of additional Awards or Common Shares shall reduce the applicable pool of Common Shares available for issuance under all share compensation arrangements of the Corporation. Further, any additional Restricted Share Units credited to the Participant’s account in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Restricted Share Units to which they relate. If the Corporation does not have a sufficient number of Common Shares available under this Plan to satisfy the payment of any dividends or Dividend Equivalent under this Section 6.4, or the issuance of any Awards or Common Shares in satisfaction of any dividends or Dividend Equivalents under this Section 6.4 would result in the breach of any limit contained in this Plan, the Corporation shall satisfy any such dividend payment in cash.

Section 6.5 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units become payable, the Participant issued such units shall be entitled to receive payment, no later than the last day of the Restriction Period, from the Corporation in settlement of such units in cash, Common Shares of equivalent value (based on the FMV as of the settlement date), in some combination thereof, or in any other form, all as determined by the Committee at its sole discretion. The Committee’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Restricted Share Units. Any Common Shares issued under this Section 6.5 shall be considered as fully paid in consideration of past services rendered that are not less in value than the fair equivalent of money that the Corporation would have received if the Common Shares were issued for money.

Section 6.6 U.S. Participants.

No Restricted Share Unit holder who is resident in the United States may settle Restricted Share Units for Common Shares unless the Common Shares issuable upon settlement of the Restricted Share Units are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 7
DEFERRED SHARE UNITS

Section 7.1 Grant of Deferred Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may, subject to Section 4.5, grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine, which need not be the same for each grant or for each Participant.

Section 7.2 Deferred Share Unit Agreement.

(a) Each Deferred Share Unit grant shall be evidenced by an Award Agreement, an indicative form of which is attached as Schedule “C” hereto, that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Common Shares are listed or traded, or holding requirements or sale restrictions placed on the Common Shares by the Corporation upon vesting of such Deferred Share Units.

(b) In making such determination, the Board shall consider the timing of crediting Deferred Share Units, including crediting Deferred Share Units in connection with Dividend Equivalents, to a Participant’s account, any vesting requirements and settlement timing applicable to such Deferred Share Units to ensure that the crediting of the Deferred Share Units to the Participant’s account, any vesting requirements and settlement timing are compliant with Regulation 6801(d) under the ITA and any applicable provincial legislation.

Section 7.3 Vesting Restriction

(a) Deferred Share Units will vest on such terms as shall be specified by the Committee at the time of granting such Deferred Share Units, which need not be the same for each grant or for each Participant, and such vesting period shall be reflected in the Award Agreement. Except pursuant to Section 10.1 or as otherwise determined by the Board in connection with a Change of Control pursuant to Section 11.2 or other similar transaction, no Deferred Share Units may vest or become freely trading before the date that is one year following the date it is granted or issued.

(b) Notwithstanding any provision to the contrary in this Plan or any applicable Award Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any Deferred Share Units granted to Participants based on its assessment of the risk level, events that may impact the value of the Deferred Share Units or when calculations do not properly reflect all of the relevant considerations, provided further that, in respect of any Deferred Share Units subject to the ITA, no such adjustments shall entitle the Participant or a person with whom the Employee does not deal at arm’s length, either immediately or in the future, either absolutely or contingently, to receive or obtain any amount or benefit granted or to be granted for the purpose of reducing the impact, in whole or in part, of any reduction in the Fair Market Value of the Common Shares.

Section 7.4 Dividends and Other Distributions.

During the Restriction Period, Participants holding Deferred Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Common Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole

discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Common Shares, or Deferred Share Units, provided that any Dividend Equivalents paid in the form of additional Awards or Common Shares shall reduce the applicable pool of Common Shares available for issuance under all share compensation arrangements of the Corporation. Further, any additional Deferred Share Units credited to the Participant's account in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Deferred Share Units to which they relate. If the Corporation does not have a sufficient number of Common Shares available under this Plan to satisfy the payment of any dividends or Dividend Equivalent under this Section 7.4, or the issuance of any Awards or Common Shares in satisfaction of any dividends or Dividend Equivalents under this Section 7.4 would result in the breach of any limit contained in this Plan, the Corporation shall satisfy any such dividend payment in cash.

Section 7.5 Payment in Settlement of Deferred Share Units.

When and if Deferred Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units in cash, Common Shares of equivalent value (based on the FMV as of the settlement date), in some combination thereof, or in any other form, all as determined by the Committee at its sole discretion. The Committee's determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Deferred Share Units. The applicable settlement period in respect of a particular Deferred Share Units shall be determined by the Board and set forth in an Award Agreement but shall be in any case after the Restriction Period. In the case of a Deferred Share Unit that is subject to the ITA, all vested Deferred Share Units shall be settled no later than the last day of the calendar year following the Participant's Termination Date.

ARTICLE 8 PERFORMANCE SHARE UNITS

Section 8.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may, subject to Section 4.5, grant Performance Share Units to Participants in such amounts and upon such terms as the Committee shall determine, which need not be the same for each grant or for each Participant.

Section 8.2 Performance Share Unit Agreement.

(a) Each Performance Share Unit grant shall be evidenced by an Award Agreement, an indicative form of which is attached as Schedule "C" hereto, that shall specify the number of Performance Share Units granted, the Restriction Period, the Performance Period, and any other provisions as the Committee shall determine, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Performance Share Unit, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Common Shares are listed or traded, or holding requirements or sale restrictions placed on the Common Shares by the Corporation upon vesting of such Performance Share Units.

(b) In making such determination, the Board shall consider the timing of crediting Performance Share Units, including crediting Performance Share Units in connection with Dividend Equivalents, to a Participant's account, the vesting requirements and settlement timing

applicable to such Performance Share Units to ensure that the crediting of the Performance Share Units to the Participant’s account, the vesting requirements and settlement timing are not considered a “salary deferral arrangement” for the purposes of the ITA and any applicable provincial legislation.

(c) The Award Agreement in respect of Performance Share Units shall contain such terms that may be considered necessary in order that the Performance Share Units will comply with any provisions respecting performance share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 8.3 Performance Goals.

The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied to performance relative to an index or comparator group, or on any other basis determined by the Committee. The Committee may modify the Performance Goals as necessary to align them with the Corporation’s corporate objectives, subject to any limitations set forth in an Award Agreement or an employment or other agreement with a Participant. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur, and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur)), all as set forth in the applicable Award Agreement.

Section 8.4 Vesting Restriction.

Performance Share Units will vest on such terms as shall be specified by the Committee at the time of granting such Performance Share Units, which need not be the same for each grant or for each Participant, and such vesting period shall be reflected in the Award Agreement. Except pursuant to Section 10.1 or as otherwise determined by the Board in connection with a Change of Control pursuant to Section 11.2 or other similar transaction, no Performance Share Units may vest or become freely trading before the date that is one year following the date it is granted or issued. For greater certainty, the vesting period must fall after the end of the Performance Period but no later than the last day of the Restriction Period.

Section 8.5 Dividends and Other Distributions.

During the Restriction Period, Participants holding Performance Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Common Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Common Shares, or Performance Share Units, provided that any Dividend Equivalents paid in the form of additional Awards or Common Shares shall reduce the applicable pool of Common Shares available for issuance under all share compensation arrangements of the Corporation. Further, any additional Performance Share Units credited to the Participant’s account in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Performance Share Units to which they relate. If the Corporation does not have a sufficient number of Common Shares available under this Plan to satisfy the payment of any dividends or Dividend Equivalent under this Section 8.5, or the issuance of any Awards or Common Shares in satisfaction of any dividends

or Dividend Equivalents under this Section 8.5 would result in the breach of any limit contained in this Plan, the Corporation shall satisfy any such dividend payment in cash.

Section 8.6 Payment in Settlement of Performance Share Units.

Subject to the terms of this Plan and the applicable Award Agreement, after the applicable Performance Period has ended and no later than the last day of the Restriction Period, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding Performance Goals have been achieved. When and if Performance Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units in cash, Common Shares of equivalent value (based on the FMV as of the settlement date), in some combination thereof, or in any other form, all as determined by the Committee at its sole discretion. The Committee’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Performance Share Units. Any Common Shares issued under this Section 8.6 shall be considered as fully paid in consideration of past services rendered that are not less in value than the fair equivalent of money that the Corporation would have received if the Common Shares were issued for money.

Section 8.7 U.S. Participants

No Performance Share Unit holder who is resident in the United States may settle Performance Share Units for Common Shares unless the Common Shares issuable upon settlement of the Performance Share Units are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 9 STOCK APPRECIATION RIGHTS

Section 9.1 Grant of Stock Appreciation Rights.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may, subject to Section 4.5, grant Stock Appreciation Rights to Participants in such amounts and upon such terms as the Committee shall determine, which need not be the same for each grant or for each Participant.

Section 9.2 Stock Appreciation Right Agreement.

Each Stock Appreciation Right grant shall be evidenced by an Award Agreement, an indicative form of which is attached as Schedule “C” hereto, that shall specify the number of Stock Appreciation Rights granted, the grant price of the Stock Appreciation Right which shall not be less than the Market Price, the settlement date for Stock Appreciation Rights, and any other provisions as the Committee shall determine, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Stock Appreciation Right, restrictions based upon the achievement of specific Performance Goals, time-based restrictions on vesting following the attainment of the Performance Goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Common Shares are listed or traded, or holding requirements or sale restrictions placed on the Common Shares by the Corporation upon vesting of such Stock Appreciation Rights.

Section 9.3 Vesting Restriction

Stock Appreciation Rights will vest on such terms as shall be specified by the Committee at the time of granting such Stock Appreciation Rights, which need not be the same for each grant or for each Participant,

and such vesting period shall be reflected in the Award Agreement. Except pursuant to Section 10.1 or as otherwise determined by the Board in connection with a Change of Control pursuant to Section 11.2 or other similar transaction, no Stock Appreciation Rights may vest or become freely trading before the date that is one year following the date it is granted or issued.

Section 9.4 Payment in Settlement of Stock Appreciation Rights.

When and if Stock Appreciation Rights become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units in cash, Common Shares of equivalent value (based on the FMV as of the settlement date), in some combination thereof, or in any other form, all as determined by the Committee at its sole discretion. The Committee’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement for the grant of the Stock Appreciation Rights. Any Common Shares issued under this Section 9.4 shall be considered as fully paid in consideration of past services rendered that are not less in value than the fair equivalent of money that the Corporation would have received if the Common Shares were issued for money.

Section 9.5 U.S. Participants

No Stock Appreciation Right holder who is resident in the United States may settle Stock Appreciation Rights for Common Shares unless the Common Shares issuable upon settlement of the Stock Appreciation Rights are registered under the U.S. Securities Act or are issued in compliance with an available exemption from the registration requirements of the U.S. Securities Act.

ARTICLE 10 TERMINATION OF EMPLOYMENT OR SERVICES

Section 10.1 Death, Incapacity and Disability.

If a Participant dies or becomes Incapacitated during the term of any Award or suffers a Disability while a Participant and, as a result, his or her employment, term of office or engagement with the Corporation or an Affiliate is terminated:

(a) any Awards held by the Participant that are not yet vested at the Termination Date shall continue to vest in accordance with their terms;

(b) any Awards held by the Participant that are subject to a Performance Goal shall be deemed to have been satisfied upon completion of the Performance Period;

(c) the executor, liquidator or administrator of the Participant’s estate may exercise Options or other exercisable Awards of the Participant that become exercisable (including Awards which vested pursuant to the foregoing paragraphs) prior to the termination of such Awards in accordance with Section 10.1(e);

(d) any Restricted Share Units, Deferred Share Units, Performance Share Units, or Stock Appreciation Rights held by the Participant that have vested or vest (including Awards which vested pursuant to Section 10.1(a) or Section 10.1(b)) prior to their termination in accordance with Section 10.1(e), and do not otherwise have exercise requirements, shall be paid to the Participant, executor, liquidator or administrator of the Participant’s estate in accordance with the terms of the Plan and Award Agreement;

(e) the right to exercise or be paid for an Award terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the particular Award expires or terminates; and

(f) such Participant’s eligibility to receive further grants of Awards under the Plan ceases as of the Termination Date.

Section 10.2 Retirement.

If a Participant voluntarily Retires then:

(a) any Awards held by the Participant that are not yet vested at the Termination Date shall continue to vest in accordance with their terms;

(b) the Participant or, if applicable, the executor, liquidator or administrator of the Participant’s estate may exercise Options or other exercisable Awards of the Participant that become exercisable (including Awards which vested pursuant to the foregoing paragraphs) prior to the termination of such Awards in accordance with Section 10.2(d);

(c) any Restricted Share Units, Deferred Share Units, Performance Share Units, or Stock Appreciation Rights held by the Participant that have vested or vest (including Awards which vested pursuant to Section 10.2(a) prior to their termination in accordance with Section 10.2(d)), and do not otherwise have exercise requirements, shall be paid to the Participant or, if applicable, the executor, liquidator or administrator of the Participant’s estate in accordance with the terms of the Plan and Award Agreement;

(d) the right to exercise or be paid for an Award terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the particular Award expires or terminates; and

(e) such Participant’s eligibility to receive further grants of Awards under the Plan ceases as of the Termination Date.

Section 10.3 Termination For Cause:

Except for explicit modifications of the application of this clause set out in a Participant’s employment or such other services agreement (which shall have paramountcy over this clause) and subject to the discretion of the Board to determine otherwise (which for the purposes of this Section 10.3 does not include reference to a Committee), where a Participant’s employment, term of office or engagement terminates for just Cause:

(a) any vested but unexercised Options or other exercisable Awards held by the Participant at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date for no consideration;

(b) any other Awards held by the Participant that are not yet vested or payable by the Corporation at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date for no consideration;

(c) any remaining Awards held by the Participant that have vested and become payable by the Corporation before the Termination Date shall be paid to the Participant; and

(d) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate, as the case may be, provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated for Cause,

provided that, in any case where the Board determines otherwise or as otherwise agreed in any contract with any Participant which has been approved by the Board, the exercise or settlement period of an Award held by a Person who ceases to be a Participant shall not be longer than 12 months following the Termination Date.

Section 10.4 Termination for any Other Reason

Except for explicit modifications of the application of this clause set out in a Participant’s employment agreement (which shall have paramountcy over this clause) and subject to the discretion of the Board to determine otherwise (which for these purposes of this Section 10.4 does not include reference to a Committee), where a Participant’s employment or term of office or engagement terminates for any reason other than pursuant to Section 10.1, Section 10.2 or Section 10.3, then:

(a) any Options or other Awards held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:

(i) the date that is 90 days after the Termination Date; and
(ii) the date on which the exercise period of the particular Award expires,

(b) any non-exercisable Restricted Share Units, Deferred Share Units, Performance Share Units, or Stock Appreciation Rights held by the Participant that have vested or vest (subject to Section 11.2(c) or otherwise) prior to their termination in accordance with Section 10.4(c), and do not otherwise have exercise requirements, shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement;

(c) subject to Section 11.2(c), any Award held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date; and

(d) the eligibility of a Participant to receive further grants under the Plan ceases as of the Termination Date,

ARTICLE 11 ADJUSTMENT

For the purposes of this Article 11, any reference to the Board does not include a reference to a Committee.

Section 11.1 Adjustments in Authorized Shares.

(a) Subject to the approval of the TSXV, where applicable, in the event of any corporate event or transaction (including, but not limited to, a change in the Common Shares of the Corporation or the capitalization of the Corporation) such as a merger, arrangement or amalgamation that does not constitute a Change of Control under Section 11.2, or a consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction (collectively, a “Corporate Reorganization”), the Board shall make or provide for such adjustments or substitutions, as applicable, as are equitably necessary to prevent dilution or enlargement of Participants’ rights under the Plan that otherwise would result from such Corporate Reorganization including adjustments or substitutions to the number and kind of Common Shares that may be issued under the Plan, the number and kind of Common Shares subject to outstanding Awards, the Exercise Price or grant price applicable to outstanding Awards, the Total Share Authorization, and any other value determinations applicable to outstanding Awards or to this Plan. In connection with an adjustment in connection with a Corporate Reorganization, the Board shall have the discretion to permit a holder of Awards to purchase or receive (at the times, for the consideration, and subject to the terms and conditions set out in this Plan and the applicable Award Agreement) and the holder will then accept on the exercise or settlement of such Award, in lieu of the Common Shares that such holder would otherwise have been entitled to receive, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of a Corporate Reorganization if, on the effective date thereof, that holder had owned all Common Shares that were subject to the Award.

(b) The Board shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of Performance Goals and changes in the length of Performance Periods. The determination of the Board as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments must comply with the rules of any stock exchange or market upon which such Common Shares are listed or traded.

Section 11.2 Change of Control

(a) Subject to the provisions of Section 11.2(b) or as otherwise provided in the Plan, in the event of a Change of Control, the Board shall have the discretion to:

(i) to amend, abridge or eliminate any vesting terms (except the vesting terms of Options granted to Persons retained to perform Investor Relation Activities, unless prior TSXV approval is obtained), conditions or schedule or to otherwise amend the conditions of exercise so that any such Award may be exercised or settled in whole or in part, conditionally or otherwise, by the Participant so as to entitle the Participant to either tender Common Shares into a transaction that could result in a Change of Control or receive any securities, property or cash which the Participant would have received upon such Change of Control if the Participant had exercised or settled their Award immediately prior to the applicable record date or event and, if determined appropriate by the Board, any such Award not exercised or otherwise settled at the effective time or record date (as applicable) of such Change of Control will be deemed to have expired; or

(ii) unilaterally determine that all outstanding Awards (other than Deferred Share Units and Options subject to the ITA) shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Board in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the TSXV,

provided that, if the transaction that constitutes the Change of Control is not completed with within the time specified therein; then, at the discretion of the Board, the Common Shares may be returned to the Corporation and with respect to such returned Common Shares, the Award shall be reinstated as if it had not been exercised and the amended, abridged or otherwise eliminated vesting terms, conditions or schedules shall be reinstated and the affected Awards shall continue as if not amended, abridged or otherwise adjusted pursuant to this Section 11.2(a).

(b) Notwithstanding Section 11.2(a), no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Board reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as a “Replacement Award”) by any successor to the Corporation or an Affiliate as described in Article 16 and provided that the successor entity agrees to assume the obligation to provide Replacement Awards and; provided, however, that any such Replacement Award must:

(I) be based on stock which is traded on the TSXV and/or the Toronto Stock Exchange;

(i) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;

(ii) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control; and

(iii) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

(c) Where a Participant’s employment or term of office or engagement is terminated for any reason, other than for Cause, during the 24 months following a Change of Control, any unvested Awards as at the date of such termination shall be deemed to have vested as at the date of such termination and shall become payable or exercisable as at the date of termination.

Section 11.3 Board Discretion

Adjustments and determinations under this Article 11 shall be made by the Board, whose decisions as to the adjustments or determination which shall be made, and the extent thereof, shall be final, binding, and conclusive.

ARTICLE 12

BENEFICIARY ON DEATH OR INCAPACITY

In the event of a Participant’s death or Incapacity, all amounts due under the Plan shall only be paid to, and all rights of a Participant shall only be exercised by, the administrator, liquidator or executor of the Participant’s estate.

ARTICLE 13

RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

Section 13.1 Employment.

(a) Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Corporation or an Affiliate to terminate any Participant’s employment, consulting or other service relationship with the Corporation or an Affiliate at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Corporation or an Affiliate.

(b) The rights of a Participant pursuant to this Plan and any Award granted hereunder are the only rights to which the Participant (or the administrator, liquidator or executor of his or her estate) is entitled on termination of employment with respect to such Participant’s Award. The Participant acknowledges and agrees that they shall have no entitlement to damages or other compensation arising from or related to not receiving any Awards, grants, incentive compensation, payment or benefit that would have accrued to the Participant after the Termination Date. For clarity, no period of common law reasonable notice shall be used for purposes of calculating a Participant’s entitlement under this Plan or any Award Agreement entered into in connection with same. By participating in this Plan, the Participant waives the right to receive damages or payment in lieu of any forfeited remuneration or Award under this Plan or any Award Agreement entered into in connection with same that would have accrued during any common law reasonable notice period that exceeds the Participant’s minimum statutory notice of termination period under the applicable employment standards legislation (if any and if applicable).

(c) The Participant’s participation in this Plan and acceptance of the Awards hereunder are voluntary. The Awards and payments hereunder are not compensation for services rendered and are an extraordinary item of compensation that is outside the scope of the Participant’s employment or engagement with the Corporation, whether written or oral, and nothing can or must automatically be inferred from such the granting of such Awards. The Awards do not form an integral, normal, or expected part of the Participant’s compensation from employment or engagement, and will not be counted for any purpose including relating to the calculation of any overtime, severance, resignation, termination of employment payments, or any long-service awards, bonuses, pension or retirement income or similar payments, and the Participant waives any claim on such basis.

Section 13.2 Participation.

No Participant shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

Section 13.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Common Shares covered by any Award until the Participant becomes the record holder of such Common Shares.

ARTICLE 14
AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

Section 14.1 Amendment, Modification, Suspension and Termination.

(a) Subject to any applicable rules of the TSXV, the Board (which for these purposes does not include a reference to a Committee) may from time to time, in its absolute discretion and without the approval of shareholders, make the following amendments to the Plan or any Option or Award:

(i) amend the vesting provisions of the Plan, any Option or any Award;

(ii) amend the Plan, an Option or Award as necessary to comply with applicable law or the requirements of the TSXV or any other regulatory body having authority over the Corporation, the Plan or the shareholders;

(iii) any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan; and

(iv) any amendment respecting the administration of the Plan; and

(v) any other amendment that does not require the approval of shareholders under this Article 14.

(b) Shareholder approval is required for any of the following amendments to the Plan or any Awards and with respect to those amendments listed in (i)-(vi) Disinterested Shareholder Approval is required:

(i) any individual Award grant or amendment to this Plan that would result in or permit the maximum aggregate number of Common Shares which may be issued under Awards granted or issued to Insiders (as a group) to exceed ten percent 10% of the issued Common Shares at any point in time;

(ii) any individual Award grant or amendment to this Plan that would result in or permit the grant to Insiders (as a group), within a twelve (12) month period, of an aggregate number of Common Shares exceeding ten percent (10%) of the issued Common Shares, calculated on the date the Award is granted to any Insider;

(iii) any individual Award grant or amendment to this Plan that would result in or permit the number of Common Shares issued to any individual in any twelve (12) month period under this Plan to exceeding five percent (5%) of the issued Common Shares of the Corporation;

(iv) any reduction in the exercise price of an Option or SAR, or the extension of the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment;

(v) any amendment to an Award that results in a benefit to an Insider, and for further clarity, if the Corporation cancels any Award and within one year grants or issues a new Award to the same person, that is considered an amendment;

(vi) any individual Award grant that would result in the Total Share Authorization being exceeded;

(vii) any change that would materially modify the eligibility requirements for participation in this Plan;

(viii) an increase to the Total Share Authorization;

(ix) any amendment that would extend the maximum permittable term of any Award; and

(x) any amendment to Section 14.1(a) and this Section 14.1(b);

(c) Other than as expressly provided in an Award Agreement or as set out in Section 11.2 hereof or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.

Section 14.2 Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events.

Subject to the approval of the TSXV, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events in addition to the events described in Article 11 hereof affecting the Corporation or the financial statements of the Corporation or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

Section 14.3 Awards Previously Granted.

Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 15 TAX AND WITHHOLDING

Section 15.1 Withholding.

(a) Notwithstanding any other provision of this Plan, all distributions, delivery of Common Shares or payments (including, for greater certainty, payments of cash equivalent) to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate

of such Participant) under the Plan shall be made net of applicable taxes and social security and other source deductions. The Board shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Common Shares (including through delivery of previously owned Common Shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of Common Shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Board deems appropriate.

(b) Participants will be responsible for (and will indemnify the Corporation and any Affiliate in respect of) all taxes, social security contributions (including, if the terms of the Participant’s Award Agreement so provides, and if lawful, employer social security contributions) and other liabilities arising out of or in connection with any Award or the acquisition, holding or disposal of Common Shares. If the Corporation or any Affiliate or the trustee of any employee benefit trust has any liability to pay or account for any such tax or contribution, it may meet the liability by:

(i) selling Common Shares to which the Participant becomes entitled on his behalf and using the proceeds to meet the liability;

(ii) deducting the amount of the liability from any cash payment due under this Plan;

(iii) reducing the number of Common Shares to which the Participant would otherwise be entitled; and/or

(iv) deducting the amount from any payment of salary, bonus or other payment due to the Participant.

(c) A Canadian tax resident Participant shall not settle any tax or social security contributions, or other such liabilities, by the sale of Common Shares, acquired through a prior Award, to the Corporation.

Section 15.2 Acknowledgement.

With an Award Agreement, (i) Participant shall acknowledge and agree that the ultimate liability for all taxes legally payable by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Corporation; (ii) Participant shall further acknowledge that the Corporation: (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant’s liability for taxes or achieve any particular tax result, and (iii) further, if Participant has become subject to tax in more than one jurisdiction, Participant shall acknowledge that the Corporation may be required to withhold or account for taxes in more than one jurisdiction.

Section 15.3 Participant’s Tax Responsibility

It is the responsibility of the Participant to ensure that they adhere to tax legislation in their jurisdiction regarding the reporting of benefits derived from the exercise or settlement of an Award.

ARTICLE 16 SUCCESSIONS

Any obligations of the Corporation or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Corporation or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Corporation or Affiliate, as applicable.

ARTICLE 17

GENERAL PROVISIONS

Section 17.1 Forfeiture Events and Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any Policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement). Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Common Shares acquired under Awards will be subject to forfeiture and disgorgement to the Corporation, with interest and other related earnings, if the Participant to whom the Award was granted violates (a) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (b) any Policy adopted by the Corporation applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Common Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards and any related Policy adopted by the Corporation. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other Person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 17.1.

Section 17.2 Legend.

The certificates for Common Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Common Shares.

Section 17.3 Delivery of Title.

The Corporation shall have no obligation to issue or deliver evidence of title for Common Shares issued under the Plan prior to:

(a) Obtaining any approvals from governmental agencies that the Corporation determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Common Shares under any applicable law or ruling of any governmental body that the Corporation determines to be necessary or advisable.

Section 17.4 Investment Representations.

The Committee may require each Participant receiving Common Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Common Shares for investment and without any present intention to sell or distribute such Common Shares.

Section 17.5 Uncertificated Common Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Common Shares, the transfer of such Common Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange.

Section 17.6 Unfunded Plan.

Participants shall have no right, title or interest whatsoever in or to any investments that the Corporation or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Corporation, except that if an Affiliate executes an Award Agreement instead of the Corporation the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Corporation. To the extent that any individual acquires a right to receive payments from the Corporation or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Corporation or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Corporation or Affiliate, as applicable, and no special or separate fund (unless decided otherwise by the Corporation) shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

Section 17.7 No Fractional Common Shares.

No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Common Shares and any rights thereto shall be forfeited or otherwise eliminated.

Section 17.8 Other Compensation and Benefit Plans.

Nothing in this Plan shall be construed to limit the right of the Corporation or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant's rights under any such other plan, policy, program or arrangement.

Section 17.9 No Constraint on Corporate Action.

Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Corporation's or an Affiliate's right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Corporation or an Affiliate to take any action which such entity deems to be necessary or appropriate.

Section 17.10 Compliance with Canadian Securities Laws.

All Awards and the issuance of Common Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

ARTICLE 18

LEGAL CONSTRUCTION

Section 18.1 Gender and Number.

Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

Section 18.2 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

Section 18.3 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

Section 18.4 Requirements of Law.

The granting of Awards and the issuance of Common Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Corporation or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Corporation or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation or an Affiliate to be necessary for the lawful issuance and sale of any Common Shares hereunder, shall relieve the Corporation or Affiliate of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority shall not have been obtained.

Section 18.5 Governing Law.

The Plan and each Award Agreement shall be governed by the laws of the Province of Ontario excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

SCHEDULE “A”

ANALYTIXINSIGHT INC.

OMNIBUS EQUITY INCENTIVE PLAN

OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the Analytixinsight Inc. (the “Corporation”) Omnibus Equity Incentive Plan (the “Plan”) and evidences that [•] is the holder (the “Optionee”) of an option (the “Option”) to purchase common shares in the capital of the Corporation (the “Common Shares”) subject to the terms and conditions set out herein.

Subject to the provisions of the Plan:

The Optionee may purchase up to [•] Common Shares pursuant to this Option, as and to the extent that the Option vests and becomes exercisable;

The exercise price of the Option is [•] per Common Share (the “Exercise Price”);

(b) the grant date of the Option is [•];

(d) Non-Qualified Securities (Canadian Participant); and

(e) the Option shall vest in accordance with the following schedule:

(i) [•]; and

(ii) [•].

The vested portion or portions of the Option may be exercised at any time and from time to time from and including the grant date through to 5:00 p.m. local time in Toronto, Ontario on the Expiry Date by delivering to the administrator of the Plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and (a) a certified cheque or bank draft payable to “Analytixinsight Inc.” in an amount equal to the aggregate of the Exercise Price of the Common Shares in respect of which the Option is being exercised or (b) if an alternative arrangement has been made with the Corporation (i.e. Cashless Exercise), notice of the election to exercise on such alternative basis.

This Certificate and the Option evidenced hereby are only assignable, transferable or negotiable in limited circumstance and are subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Optionee hereby expressly agrees with the Corporation to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Corporation will prevail.

The Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto. All terms not otherwise defined in this Certificate will have the meanings given to them under the Plan.

A-1

unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Certificate shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

This Certificate and the Plan embody the entire agreement and understanding among the parties and supersede and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

This Agreement shall bind and enure to the benefit of the Optionee and the Corporation and their respective successors and permitted assigns.

Dated this [●] day of [●].

Analytixinsight Inc.

Per:
Administrator, Omnibus Equity Incentive Plan
Analytixinsight Inc.

A-2

A-3

ANALYTIXINSIGHT INC.

OMNIBUS EQUITY INCENTIVE PLAN

OPTION CERTIFICATE - SCHEDULE

The additional terms and conditions attached to the Option represented by this Certificate are as follows:

[●]

Analytixinsight Inc..

Per:
Administrator, Omnibus Equity Incentive Plan
Analytixinsight Inc.

B-1

SCHEDULE “B”

EXERCISE NOTICE

ANALYTIXINGTH INC.

TO: The Administrator, Omnibus Equity Incentive Plan
Analytixinsight Inc.
98 Charlton Blvd, Toronto, ON, M2M 1B9

The undersigned hereby irrevocably gives notice, pursuant to the Analytixinsight Inc. Omnibus Equity Incentive Plan (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

Number of Common Shares:
Exercise Price (per Common Share)	CAD$
Aggregate Purchase Price	CAD$
Amount enclosed	CAD$

☐ Check here if alternative arrangements have been made with respect to Aggregate Purchase Price (i.e. Cashless Exercise) otherwise please contact the Corporation with details where the amount enclosed does not equal the Aggregate Purchase Price above.

The undersigned tenders herewith a certified cheque or bank draft payable to “Analytixinsight Inc.” in an amount equal to the Aggregate Purchase Price of the aforesaid Common Shares and directs the Corporation to issue and deliver the certificate or statement evidencing said Common Shares as follows:

Registration Instructions	Delivery Instructions
	☐ Same as Registration Instructions
Name	OR



(Address)	(Address)

DATED the __ day of __, _

Name of Optionee (Please Print)	Signature of Optionee

SCHEDULE “C”
ANALYTIXINGTH INC.
OMNIBUS EQUITY INCENTIVE PLAN
[RESTRICTED SHARE UNIT/PERFORMANCE SHARE UNIT/DEFERRED SHARE UNIT/STOCK APPRECIATION RIGHT] AWARD CERTIFICATE

This Certificate is issued pursuant to the provisions of the Analytixinsight Inc. (the “Corporation”) Omnibus Equity Incentive Plan (the “Plan”) and evidences that [•] is the holder (the “Holder”) of an award (the “Award”) issued pursuant to the Plan and subject to the terms and conditions set out herein.

Subject to the provisions of the Plan:

Your Grant:	[Details of Award to be Inserted]
Grant Price	[To be Inserted if Applicable]
Performance Goals:	[To be Inserted if Applicable]
Vesting Conditions:	[To be Inserted if Applicable]
Exercise Conditions:	[To be Inserted if Applicable]
Settlement Date:	[To be Inserted if Applicable]
Expiry Date:	[To be Inserted if Applicable]
Other Terms and Conditions:	[To be Inserted if Applicable]

The Award is also subject to the terms and conditions contained in the schedules, if any, attached hereto. All terms not otherwise defined in this Certificate will have the meanings given to them under the Plan.

This Certificate and the Award evidenced hereby are only assignable, transferable or negotiable in limited circumstance and are subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Holder hereby expressly agrees with the Corporation to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Corporation will prevail.

All terms not otherwise defined in this Certificate will have the meanings given to them under the Plan.

Wherever possible, each provision of this Certificate shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Certificate is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Certificate shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

C-1

This Agreement shall bind and enure to the benefit of the Holder and the Corporation and their respective successors and permitted assigns.

Dated this [●] day of [●].

Analytixinsight Inc.

Per:
Administrator, Omnibus Equity Incentive Plan
Analytixinsight Inc.

C-2

C-3

ANALYTIXINSIGHT INC.

OMNIBUS EQUITY INCENTIVE PLAN

AWARD CERTIFICATE – SCHEDULE

The additional terms and conditions attached to the Award represented by this Certificate are as follows:

[●]

Analytixinsight Inc.

Per:
Administrator, Omnibus Equity Incentive Plan
Analytixinsight Inc.

AI assistant

AnalytixInsight Inc. — Proxy Solicitation & Information Statement 2026

44938_rns_2026-01-06_7becd7a2-e82d-483f-ab52-e32efe49ee8d.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

The Meeting

Record Date

Voting at the Meeting

TABLE OF CONTENTS

GLOSSARY OF TERMS

SCHEDULES TO THE INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

STATEMENT OF EXECUTIVE COMPENSATION

Compensation of Directors

Compensation of Named Executive Officers

Salary

Bonus

Indebtedness of Directors and Officers

Directors' and Officers' Insurance and Indemnification

Exercise of Compensation Securities

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Natalie Hirsch Agreement

Jonathan Dwek Agreement

Oversight and Description of Director and NEO Compensation

Compensation Philosophy

Compensation Components

Base Salary

Annual Incentive Plan

Long-term Compensation

Pension Plan Benefits

Director Compensation

Management Agreements

NON-ARM'S LENGTH PARTY TRANSACTIONS

COMPOSITION OF THE AUDIT COMMITTEE

RELEVANT EDUCATION AND EXPERIENCE

Vincent Kadar

Scott Gardner

Richard Greco

LEGAL PROCEEDINGS

AUDITOR, TRANSFER AGENTS AND REGISTRAR

MATERIAL CONTRACTS

Indebtedness of Directors and Officers

PARTICULARS OF MATTERS TO BE ACTED UPON

1. FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Information Concerning Nominees Submitted by Management

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

Statement Of Corporate Governance Practices

Audit Committee Disclosure

3. APPOINTMENT AND REMUNERATION OF AUDITORS

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

4. ADOPTION OF 20% FIXED EQUITY INCENTIVE PLAN

Particulars of the 20% Fixed Equity Incentive Plan

20% Fixed Equity Incentive Plan Resolution

"BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

5. CONSOLIDATION OF THE SHARES OF ANALYTIX

The Consolidation

Overview

Rational for the Share Consolidation

Principal Effects of the Share Consolidation

Effect on Fractional Shares

Effect on Convertible Securities

Effect on Share Certificates

Procedure for Implementing the Consolidation

4. Responsibilities

5. Reporting Responsibilities

6. Authority

7. Annual Evaluation

ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

Vincent Kadar

Scott Gardner

Richard Greco

ITEM 4: AUDIT COMMITTEE OVERSIGHT

ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

AnalytixInsight Inc. Proxy Solicitation & Information Statement 2026