Arya Resources Ltd. — AGM Information 2021

Apr 14, 2021

REBEL CAPITAL 2.0 CORP.

NOTICE OF MEETING AND INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON MAY 6, 2021

Dated March 30, 2021

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should contact your advisor immediately.

REBEL CAPITAL 2.0 CORP.

23 Lorne Crescent St. Albert, AB T8N 3R5

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting” ) of the shareholders of Rebel Capital 2.0 Corp. (the “ Company” ) will be held at the offices of Owen Bird Law Corporation, 595 Burrard Street, 29[th] Floor, Vancouver, British Columbia V7X 1J5, on May 6, 2021 at 11:00 a.m., for the following purposes:

Annual General and Special Meeting

1. to receive the audited financial statements of the Company for the financial year ended December 31, 2020;

2. to appoint MNP LLP as independent auditors of the Company and to authorize the directors to fix the auditor’s remuneration;

3. to fix the number of directors of the Company at four;

4. to elect the directors for the ensuing year;

5. to approve removing the consequences of failing to complete a qualifying transaction within 24 months of listing as set out in section 15.2(b)(i) of the New CPC Policy;

6. to amend the escrow terms of existing agreements to track those permitted under the new CPC Policy (including the release of Seed Shares from escrow over an 18 month period following completion of the qualifying transaction);

7. to adopt a stock option plan under which the total number of Common Shares reserved for issuance is 10% of the Common Shares of the Company outstanding as at the date of grant of any stock option, rather than 10% of the Common Shares of the Company outstanding as at the closing of the Company's IPO; and,

8. to transact such other business as may properly come before the Meeting.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The proxy materials for the Meeting, including the Information Circular, are available on the Internet at www.sedar.com. This Notice of Meeting presents only an overview of the more complete proxy materials that are available on the Internet. The Company reminds you to access and review all of the important information contained in the accompanying Information Circular and other proxy materials before voting.

If you would like to receive a paper copy of the proxy materials by mail, you must request one by emailing the Company bud@stevensgold.com. There is no charge to you for requesting a copy. To ensure you receive the proxy materials in advance of the voting deadline and meeting date, all requests must be received no later than April 22, 2021, to ensure timely receipt. If you do request a paper copy of the materials, please note that we will not mail another voting instruction form or form of proxy, so please keep and use the ones that you have received with this notice.

The Board of Directors has fixed March 30, 2021 as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to receive notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered Shareholder and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Computershare Investor Services Inc., at its office located on the 2nd Floor, 510 Burrard Street, Vancouver, BC V6C 3B9, by no later than 11:00 a.m. (Pacific time) on May 4, 2021, or at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) before the time and date of any adjournment or postponement of the Meeting.

If you are a non-registered Shareholder and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (the “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

No annual financial statements are included with the proxy materials for the Meeting.

Due to the global coronavirus (COVID-19) public health emergency and in consideration of the health and safety of our shareholders and colleagues and the broader community, the Company asks that shareholders not attend the Meeting in person and instead requests that all shareholders vote by proxy using the enclosed instrument of proxy rather than attending the Meeting in person. No management presentation will be made at the Meeting. Please read the notes to the accompanying instrument of proxy and then complete and return it within the time set out in the notes. The enclosed instrument of proxy is solicited by management but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

Dated at Vancouver, British Columbia as of March 30, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Charles MaLette” Charles MaLette President, Chief Executive Officer

Rebel Capital 2.0 Corp.

23 Lorne Cres. St. Albert, AB T8N 3R5 Tel.: 604-428-5171

INFORMATION CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of Rebel Capital 2.0 Corp. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”) to be held at the offices of Owen Bird Law Corporation, 595 Burrard Street, 29th Floor, Vancouver, BC V7X 1J5 on Thursday, May 6, 2021 at 11:00 a.m. (local time) and at any adjournments thereof for the purposes set out in the accompanying Notice of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally, electronically or by telephone by directors, officers, employees or consultants of the Company. Arrangements will also be made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of common shares of the Company (“ Common Shares ”) pursuant to the requirements of National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer (“ National Instrument 54-101 ”).

The Canadian securities regulators have adopted new rules under National Instrument 54-101, which permit the use of notice-and-access for proxy solicitation, instead of the traditional physical delivery of material. This new process provides the option to post meeting related materials, including management information circulars, as well as annual financial statements, and related management's discussion and analysis, on a website in addition to SEDAR. Under notice-and-access, such meeting related materials will be available for viewing for up to one (1) year from the date of posting, and a paper copy of the material can be requested at any time during this period. The Company is not relying on the notice-and-access provisions of National Instrument 54-101 to send proxy related materials to registered shareholders or beneficial owners of shares in connection with the Meeting.

The Company may reimburse shareholders’ nominees or intermediaries (including brokers or their agents holding shares on behalf of clients) for the cost incurred in obtaining from their principals authorization to execute forms of proxy. The cost of any such solicitation will be borne by the Company. Unless otherwise stated, the information contained in this Information Circular is given as at March 30, 2021.

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons named in the enclosed proxy (the “ Management Designees ”) have been selected by the directors of the Company.

A Shareholder has the right to designate a person (who need not be a Shareholder), other than the Management Designees to represent the Shareholder at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated, and by deleting from the proxy the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Company. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and attend the Meeting, and provide instructions on how the Shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting.

To be valid, the proxy must be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy). The proxy must then be delivered to the Company’s registrar and transfer agent, TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or by fax to 1-416-595-9593, at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment thereof. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman’s discretion, but the Chairman is under no obligation to accept late proxies.

Any registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a registered Shareholder personally attending at the Meeting and voting their shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Company’s registrar and transfer agent at the foregoing address or the head office of the Company, at 23 Lorne Cres., St. Albert, Alberta, T8N 3R5, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf.

VOTING OF PROXIES

Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and proxyholder is entitled to one vote for each Common Share held or represented, respectively. Each Shareholder may instruct their proxyholder how to vote their Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters properly come before the Meeting, then the Management Designees intend to vote in a manner which in their judgment is in the best interests of the Company.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “ ordinary resolution ”), unless the motion requires a “ special resolution ” in which case a majority of 66 2/3% of the votes cast will be required.

BENEFICIAL HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” or “beneficial” shareholders because the shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of shares which are held on behalf of that person (the “ Beneficial Holder ”) but which are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the Beneficial Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the “ Meeting Materials ”) directly, and to the clearing agencies and Intermediaries for onward distribution to Beneficial Holders. If you are a non-registered owner, and the Issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.

Intermediaries are required to forward the Meeting Materials to Beneficial Holders unless a Beneficial Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Beneficial Holders. Generally, Beneficial Holders who have not waived the right to receive Meeting Materials will either:

• (a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Beneficial Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Beneficial Holder when submitting the proxy. In this case, the Beneficial Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company’s transfer agent as provided above; or

• (b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Beneficial Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Beneficial Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Beneficial Holders to direct the voting of the shares which they beneficially own. Should a Beneficial Holder who receives one of the above forms wish to vote at the Meeting in person, the Beneficial Holder should strike out the names of the Management Designees named in the form and insert the Beneficial Holder’s name in the blank space provided. In either case, Beneficial Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the Directors or Executive Officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for

election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the Amended Option Plan Resolution, the 24 Month Resolution, and the Amended Escrow Agreement Resolution.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized share structure of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of preferred Common Shares without par value. As at March 30, 2021, the Company had 4,013,329 issued and outstanding Shares, each Common Share carrying the right to one vote. The Company has no other classes of voting securities.

The holders of Common Shares of record at the close of business on the record date, set by the directors of the Company to be March 30, 2021, are entitled to vote such Common Shares at the Meeting on the basis of one vote for each common share held.

The Articles of the Company provide that a quorum for the transaction of business at the Meeting is two shareholders, whether present in person or represented by proxy, holding in the aggregate at least 5% of the issued shares entitled to be voted at the meeting. However, if there is only one shareholder entitled to vote at the meeting, then the quorum is one person who is, or who represents by proxy, that shareholder.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the outstanding voting rights of the Company.

Those shareholders so desiring may be represented by proxy at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

TO THE KNOWLEDGE OF THE COMPANY’S DIRECTORS, THE ONLY MATTERS TO BE PLACED BEFORE THE MEETING ARE THOSE REFERRED TO IN THE NOTICE OF MEETING ACCOMPANYING THIS INFORMATION CIRCULAR. HOWEVER, SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE SHARES REPRESENTED BY THE 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 detail regarding each of the matters to be acted upon at the Meeting is set forth below.

I. Financial Statements

The audited financial statements of the Company for the financial year ended December 31, 2020 (the “ Financial Statements ”), together with the Auditors’ Report thereon, will be presented to the shareholders at the Meeting. The Financial Statements, together with the Auditors’ Report thereon, are being mailed to the shareholders of record.

Shareholders should note that in accordance with the rules of National Instrument 51-102 “ Continuous Disclosure Obligations ”, shareholders will no longer automatically receive copies of financial statements unless a return card ( in the form enclosed herewith ) has been completed and returned as instructed.

Copies of all previously issued annual and quarterly financial statements and related Management Discussions and Analysis are available to the public on the SEDAR website at www.sedar.com. Hard copies of the Audited Annual Financial Statements and Management Discussion and Analysis will be available to shareholders free of charge upon request.

II. Appointment of Auditors

Management proposes the appointment of MNP LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing year and that the directors be authorized to fix their remuneration. MNP LLP have been the Company’s Auditors since incorporation.

In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of a resolution to appoint MNP LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing year, at a remuneration to be fixed by the Board of Directors, unless the Shareholder has specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be withheld from voting on the appointment of auditors.

III. Election of Directors

The board of directors of the Company (the “ Board ” or the “ Board of Directors ”) currently consists of three (3) directors, all of whom are elected annually. The term of office for each of the present directors of the Company expires at the Meeting. It is proposed that the number of directors for the ensuing year be fixed at three (3) subject to such increases as may be permitted by the Articles of the Company. At the Meeting, the Shareholders will be asked to consider and, if thought fit, approve an ordinary resolution fixing the number of directors to be elected at the Meeting at three (3).

It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office until the next Annual General Meeting of the Company or until his successor is duly elected or appointed pursuant to the Articles of the Company unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) or the Company’s Articles.

It is the intention of the management designees, if named as proxy, to vote for the election of the said persons to the Board of Directors, unless the Shareholder has specified in its proxy that its Common Shares are to be withheld from voting on the election of directors. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following information relating to the nominees for election to the Board of Directors is based on information received by the Company from said nominees:

	Doug Bachman(1)(2)	Corporate Secretary of the Company from October 2017 to July
	Alberta, Canada	2018; Chief Operating Officer for Enterprise Group Ltd. from
	Director since October 2017	March 2013 to March 2015; Area Manager for the Bank of Montreal
		from February 1985 to March 2013
	Common Shares: 666,660
	Lance Morginn(1)(2)	Chief Executive Officer and Director of Bigg Digital Assets Inc., a
	British Columbia, Canada	CSE listed company, from November 2017 to present; President of
	Director since September 2019	Blockchain Technology Group Inc. from January 2015 to present;
	Chief Financial Officer since September 2019	Chief Executive Officer of Max Health Vending from April 2012 to
		January 2015.
	Common Shares: 666,668
	Charles MaLette(1)(2)	Chief Executive Officer of the Company; President, Chief Executive
	British Columbia, Canada	Officer and Director of Stevens Gold Nevada Inc. from Jun 2019 to
	Director since September 2019	present; Director, Chief Executive Officer and President of Core
	Chief Executive Officer since September 2019	Process Solutions Inc. from February 2019 to present; Investment Advisor with Canaccord Genuity Corp. from 1983 to December
	Common Shares: 680,001	2018.

• (1) Information as to the Province of residence, principal occupation, and shares beneficially owned, directly or indirectly, or controlled or directed, has been furnished by the respective directors.

• (2) Member or proposed member of the audit committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, no director or proposed director of the Company is, or within the ten years prior to the date of this Circular has been, a director or executive officer of any company, including the Company, that while that person was acting in that capacity:

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

• (b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

To the knowledge of the Company, no director or proposed director of the Company has, within the ten years prior to the date of this Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Penalties or Sanctions

To the knowledge of the Company, no proposed director of the Company 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 a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

IV. Removal of 24-Month Deadline for Qualifying Transaction

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set forth below (the “24 Month Resolution”), removing the applicability of section 14.13 of Policy 2.4 – Capital Pool Companies (the “Former CPC Policy”) in the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”), which has now been deleted in the amended Policy 2.4 – Capital Pool Companies, effective January 1, 2021 (the “New CPC Policy”) to remove the consequences of failing to complete a Qualifying Transaction within 24 months of its date of listing on the Exchange (the “Listing Date”), as set out in section 15.2(b)(i) of the New CPC Policy.

Under the Former CPC Policy, if the Company failed to complete a Qualifying Transaction within 24 months of its Listing Date, it faced the consequences of either (i) having Common Shares delisted or suspended from the Exchange, (ii) or, subject to the approval of the majority of Shareholders, transferring the Common Shares to list on the NEX and cancelling certain seed Common Shares. The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders, the Company and the resulting issuer, by allowing increased flexibility to complete such a transaction.

If the 24 Month Resolution does not receive disinterested Shareholder approval, the Company will (i) have its Common Shares delisted or suspended from the Exchange; or, (ii) subject to the approval by an ordinary resolution of Shareholders, transfer its Common Shares to list on the NEX and cancel certain seed Common Shares.

The 24 Month Resolution requires an ordinary resolution of disinterested Shareholders. The following directors, officers, promoters, or other insiders of the Company, and their associates or affiliates, as such terms are defined under the Securities Act (British Columbia), who in aggregate, hold or control, directly or indirectly, 2,013,329 Common Shares, will be excluded from the vote:

Doug Bachman, Lance Morginn and Charles MaLette.

The Board recommends the adoption of the 24 Month Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the 24 Month Resolution.

The text of the 24 Month Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“ BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the removal of the potential consequences of the Company failing to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the Exchange under Policy 2.4 in accordance with the Updated CPC Policy, is hereby authorized, confirmed and approved; and,

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

In the absence of instructions to the contrary, the shares represented by proxy will be voted in favour of a resolution to remove the consequences of failing to complete a Qualifying Transaction within 24 months of its date of the Listing Date .

V. Amend Escrow Agreement Terms

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “Amended Escrow Agreement Resolution”), allowing the Company to make certain amendments to the Company’s escrow agreement dated August 21, 2018 (the “Escrow Agreement”) to reflect the New CPC Policy, including the release of Seed Shares from escrow over an 18 month period following completion of the Qualifying Transaction.

The current Escrow Agreement was initially entered into under Former CPC Policy and in the form of escrow agreement published by the Exchange. The current Escrow Agreement imposes restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Company’s IPO. The escrowed securities are subject to restrictions on transfer until the completion of a Qualifying Transaction, after which such securities are to be released over a 36 month period. Under the New CPC Policy and the new CPC Form of Escrow Agreement effective as at January 1, 2021, the escrowed securities would be subject to only an 18 month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction, and 25% of the escrowed securities would be released from escrow on each of the 6, 12 and 18 months following such date.

The Company wishes to amend the current Escrow Agreement to reflect the New CPC Policy and the new CPC Form of Escrow Agreement effective as at January 1, 2021, as follows:

(i) all options granted prior to the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than

(a) options that were granted prior to the Company’s IPO with an exercise price that is less than the issue price of the Common Shares issued in the IPO; and,

(b) any Common Shares that were issued pursuant to the exercise of options described in paragraph (a) above, which will be released from escrow pursuant to an 18-month escrow release the schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction, and 25% of the escrowed securities would be released from escrow on each of the 6, 12 and 18 months following such date.

If the Amended Escrow Agreement Resolution receives disinterested Shareholder approval, the Company will work with the escrow agent to finalize the amendments and a new Escrow Agreement will replace the current Escrow Agreement, and this new Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

The Amended Escrow Agreement Resolution requires an ordinary resolution of disinterested Shareholders. The following directors, officers, promoters, or other insiders of the Company, and their associates or affiliates, as such terms are defined under the Securities Act (British Columbia), who in aggregate, hold or control, directly or indirectly, 2,013,329 Common Shares, will be excluded from the vote:

Doug Bachman, Lance Morginn and Charles MaLette.

The Board recommends the adoption of the Amended Escrow Agreement Resolution. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR this resolution.

The text of the Amended Escrow Agreement Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“ BE IT RESOLVED THAT :

1. subject to the approval of the Exchange, the Company is authorized and approved to amend the Escrow Agreement to make the changes as are deemed necessary for the Escrow Agreement to reflect the New CPC Policy, including the changes to the escrow release schedule contained in the New CPC Policy; and,

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of the Amended Escrow Agreement Resolution.

VI. Amend Incentive Stock Option Plan

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “Amended Option Plan Resolution”), approving certain amendments to the Company’s Stock Option Plan (the “Plan”) to update it in accordance with the New CPC Policy.

The Plan, which was adopted on January 18, 2018, states that for so long as the Company is a CPC and has not completed its Qualifying Transaction, the aggregate number of Common Shares that may be reserved for issuance through the grant of stock options under the Plan must not exceed ten percent (10%) of the Common Shares outstanding as at the closing of the Company’s initial public offering (“IPO”). This limitation was required by the Former CPC Policy.

The principal amendment that the Company wishes to make to the Plan is to change it to a true “10% rolling” plan, in accordance with the New CPC Policy, such that the aggregate number of Common Shares that may be reserved for issuance through the grant of stock options under the Plan may not exceed 10% of the Common Shares issued and outstanding at the date of grant of those stock options.

In keeping with the purpose of the Plan, the Company believes that options are a valuable mechanism that assist in compensating, attracting, retaining and motivating persons such as directors, officers, employees and consultants of the Company and closely aligns the personal interests of such persons to that of the Shareholders by providing such persons the opportunity, through options, to acquire an increased proprietary interest in the development and financial success of the Company. The Company wishes to amend the Plan so that the total number of Common Shares that may be reserved for issuance pursuant to options under the Plan may not exceed 10% of the Common Shares issued and outstanding at the date of grant. If the Plan is amended as the Company wishes, in the event that the Company issues additional shares prior to the completion of the QT, it would also increase the number of stock options that could be granted to attract and retain directors, officers, employees and consultants of the Company.

The Company also wishes to amend the Plan in accordance with the New CPC Policy such that prior to the completion of its Qualifying Transaction: (i) the number of Common Shares reserved for issuance as options under the Plan to any individual director or senior officer may not exceed 5% of the Common Shares outstanding as at the date of grant, rather than at the closing of the IPO; (ii) the number of Common Shares reserved for issuance as options under the Plan to Consultants (as defined in the Plan), may not exceed 2% of the Common Shares outstanding as at the date of grant, rather than at the closing of the IPO; and (iii) no options granted pursuant to the Plan may be granted unless the optionee first enters into an escrow agreement agreeing to deposit the options, and the Common Shares acquired pursuant of the exercise of such options, into escrow as described in the escrow agreement.

The amendments to the Plan are set out in the blacklined version of the Plan attached as Appendix 2 to this Information Circular (the “Amended Plan”).

The Amended Option Plan Resolution requires an ordinary resolution of disinterested Shareholders. The following directors, officers, promoters, or other insiders of the Company, and their associates or affiliates, as such terms are defined under the Securities Act (British Columbia), who in aggregate, hold or control, directly or indirectly, 2,013,329 Common Shares, will be excluded from the vote:

Doug Bachman, Lance Morginn and Charles MaLette.

If disinterested Shareholder Approval is obtained at the Meeting, the Amended Plan will replace the current Plan, and the Amended Plan will be filed on SEDAR. If not approved, the current Plan will continue in full force and effect.

The Board recommends the adoption of the Amended Option Plan Resolution and has approved the amendments to the Plan, subject to Shareholder and Exchange approvals. The Exchange has conditionally approved the adoption of the amendments to the Plan, subject to disinterested Shareholder Approval. Unless otherwise indicated, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, FOR the Amended Option Plan Resolution.

The text of the Amended Option Plan Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“ BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the adoption of the Company’s Amended Plan as described in this Information Circular, with such amendments as are set out in the blacklined version of the Plan attached as Appendix 2 to this Information Circular, is hereby authorized, ratified, confirmed and approved, subject to final regulatory approval; and,

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

In the absence of instructions to the contrary the shares represented by proxy will be voted in favour of a resolution to adopt the 10% rolling stock option plan.

STATEMENT OF EXECUTIVE COMPENSATION

Definitions

For the purpose of this Information Circular:

“ company ” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries;

“ external management company ” includes a subsidiary, affiliate or associate of the external management company;

“ named executive officer ” or “ NEO ” means each of the following individuals:

• (a) each individual who, in respect of the Company, during any part of the three most recently completed financial years, served as chief executive officer, including an individual performing functions similar to a chief executive officer;

• (b) each individual who, in respect of the Company, during any part of the three most recently completed financial years, served as chief financial officer, including an individual performing functions similar to a chief financial officer;;

• (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 three most recently completed financial years whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102FV6 Statement of Executive Compensation – Venture Issuers , for that financial year; and

• (d) each individual who would be an named executive officer under 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;

“ plan ” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or other property may be received, whether for one or more persons; and

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

Director and Named Executive Officer Compensation

The following table sets forth the total compensation paid to or earned by the Named Executive Officers for the Company’s two (2) most recently completed financial years, excluding compensation securities:

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Table of compensation excluding compensation securities
Salary,
Committee
Consulting fee,
retainer or or meeting Value of Value of all other Total
Name and Year commission Bonus fees perquisites compensation Compensation
Principal Position ($) ($) ($) ($) ($) ($)
Charles MaLette 2020 Nil Nil Nil Nil Nil Nil
CEO [(1)]
2019 Nil Nil Nil Nil Nil Nil
Lance Morginn CFO [(2)] 2020 Nil Nil Nil Nil Nil Nil
2019 Nil Nil Nil Nil Nil Nil
Mihalis Belantis 2020 Nil Nil Nil Nil Nil Nil
Former CEO [(3)]
2019 Nil Nil Nil Nil Nil Nil
Christopher Reid 2020 Nil Nil Nil Nil Nil Nil
Former CFO [(4)]
2019 Nil Nil Nil Nil Nil Nil
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• (1) Mr. MaLette was appointed as CEO on September 20, 2019.

• (2) Mr. Morginn was appointed as CFO on September 20, 2019.

• (3) Mr. Belantis resigned as CEO on September 20, 2019.

• (4) Mr. Reid resigned as CFO on September 20, 2019.

External Management Contracts

The Company does not have any agreements with external management companies.

Stock Option Plans and Other Compensation Securities

The following table sets forth the compensation securities granted or issued to each director and Named Executive Officers by the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company:

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Compensation Securities
Closing price of
Type of Closing price of
security or Expiry
compensation securities, security underlying
underlying Date
number of underlying security at year end
security on date
securities, and percentage Date of issue or ($)
of class of grant
Name and position grant ($)
Charles MaLette
CEO and Director Nil N/A N/A N/A N/A
Lance Morginn Nil N/A N/A N/A
CFO and Director N/A
Doug Bachman Nil N/A N/A N/A
Director N/A
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Exercise of Compensation Securities by Directors and NEOs

No director or NEO exercised any compensation securities, being solely comprised of stock options, during the year ended December 31, 2020.

Stock Option Plans and Other Incentive Plans

The Company is authorized to grant options to directors, officers, and employees to acquire common shares. The Plan was adopted on January 18, 2018. The essential elements of the Plan provide that the aggregate number of Common Shares that may be reserved for issuance through the grant of stock options under the Plan must not exceed ten percent (10%) of the Common Shares outstanding as at the closing of the Company’s initial public offering (“IPO”). Options granted under the Plan may have a maximum term of ten (10) years. The exercise price of options granted under the Plan cannot be less than the discounted market value price of the shares on the date of the grant of the option, provided that for so long as the Company is as CPC and has not completed its Qualifying Transaction, the exercise price of an Option cannot be less than the greater of: (i) Discounted Market Price; and (ii) the offering price of the IPO.

A copy of the Plan is available for review at (a) Schedule “A” hereto, (b) www.sedar.com as an “documents affecting rights of securityholders (or amendment thereto)” of the Company, filed on August 21, 2018; and (c) the registered and records office of the Company at the 29[th] Floor, 595 Burrard Street, Vancouver, BC V7X 1J5 during normal business hours up to and including the date of the Meeting.

The Plan was previously approved by the Company’s shareholders at the 2020 Annual General Meeting of the Shareholders.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information pertaining to the Company’s equity compensation plan as at the end of the most recently completed financial year:

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Number of Securities Remaining
Number of Securities to Weighted-average Available for Future Issuance Under
be Issued Upon Exercise Exercise Price of Equity Compensation Plans
of Outstanding Options, Outstanding Options, (Excluding Securities Reflected in
Warrants and Rights Warrants and Rights Column (a))
Plan Category (a) (b) (c)
Equity compensation plans 66,666 $0.10 334,666
approved by securityholders
Equity compensation plans not N/A N/A N/A
approved by securityholders
TOTAL 66,666 $0.10 334,666
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or senior officers of the Company, no proposed nominee for election as a director of the Company, and no associates or affiliates of any of them, is or has been indebted to the Company or its subsidiaries at any time since the beginning of the Company’s last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No Insider of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of its subsidiaries.

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

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors or the appointment of auditors, of any person or company who has been: (a) if the solicitation is made by or on behalf of management of the Company, a director or executive officer of the Company at any time since the beginning of the Company’s last financial year; (b) if the solicitation is made other than by or on behalf of management of the Company, any person or company by whom or on whose behalf, directly or indirectly, the solicitation is made; (c) any proposed nominee for election as a director of the Company; or (d) any associate or affiliate of any of the foregoing persons or companies.

MANAGEMENT CONTRACTS

Management functions of the Company and its subsidiaries are substantially performed by the Company’s directors and executive officers. The Company has not entered into any contracts, agreements or arrangements with parties other than its directors and executive officers for the provision of such management functions.

CORPORATE GOVERNANCE

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. National Policy 58-201 - Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) prescribes certain disclosure by the Company of its corporate governance practices. This disclosure is presented below.

Board of Directors

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

The Board is comprised of three (3) directors, of whom Doug Bachman is independent for the purposes of NI 58-101. Charles MaLette is not independent since he serves as Chief Executive Officer of the Company. Lance Morginn is not independent since he serves as Chief Financial Officer of the Company.

Directorships

Certain of the directors are also directors of other reporting issuers, as follows:

Director	Other Reporting Issuers
Lance Morginn	BIGG Digital Assets Inc.
Charles MaLette	Stevens Gold Nevada Inc.

Orientation and Continuing Education

New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are sometimes held at the Company’s offices and, from time to time, are combined with presentations by the Company’s management to give the directors additional insight into the Company’s business. In addition, management of the Company makes itself available for discussion with all Board members.

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.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of view and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation Governance

The Company does not have a separate Compensation Committee, so the entire Board of Directors comprises the Compensation Committee, and is responsible for, among other things, evaluating the performance of the Company’s executive officers, determining or making recommendations with respect to the compensation of the Company’s executive officers, making recommendations with respect to director compensation, incentive compensation plans and equity-based plans, making recommendations with respect to the compensation policy for the employees of the Company or its subsidiaries and ensuring that the Company is in compliance with all legal requirements with respect to compensation disclosure. In performing its duties, the Board has the authority to engage such advisors, including executive compensation consultants, as it considers necessary.

Other Board Committees

The Board has no other committees, other than the Audit Committee.

Assessments

Due to the minimal size of the Company’s Board of directors, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees.

AUDIT COMMITTEE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) reporting issuers are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter, composition of the Committee, and the fees paid to the external auditor. The Company provides the following disclosure with respect to its Audit Committee:

Audit Committee Charter

1. Purpose of the Committee

• 1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company’s financial statements and other relevant public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors.

2. Members of the Audit Committee

• 2.1 At least one member must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, 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 the Company’s financial statements.

• 2.2 The Audit Committee shall consist of no less than three Directors.

• 2.3 The majority of the Audit Committee must be “independent” as defined under NI 52-110.

3. Relationship with External Auditors

• 3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.

• 3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

• 3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

• 3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

• 4.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of

such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

• 4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:

• (i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

• (ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

5.

Appointment of Auditors

• 5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.

• 5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6.

Evaluation of Auditors

• 6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7.

Remuneration of the Auditors

• 7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

• 7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8.

Termination of the Auditors

• 8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

9.

Funding of Auditing and Consulting Services

• 9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

10. Role and Responsibilities of the Internal Auditor

• 10 .1 At this time, due to the Company’s size and limited financial resources, the Company’s Chief Executive Officer and Chief Financial Officer are responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

11. Oversight of Internal Controls

• 11 .1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

12. Continuous Disclosure Requirements

• 12.1 At this time, due to the Company’s size and limited financial resources, the Company’s Chief Executive Officer and Chief Financial Officer are responsible for ensuring that the Company’s continuous reporting requirements are met and in compliance with applicable regulatory requirements.

13. Other Auditing Matters

• 13.1 The Audit Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably.

• 13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

• 14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter.

15. Independent Advisers

• 15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.

Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee:

the Audit Committee:
Doug Bachman	Independent(1)	Financiallyliterate(2)
Lance Morginn	Not Independent(1)	Financiallyliterate(2)
Charles MaLette	Not Independent(1)	Financially literate(2)

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth 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 the Company’s financial statements.

Relevant Education and Experience

The relevant education and/or experience of each member of the Audit Committee is as follows:

Doug Bachman : Mr. Bachman was the Corporate Secretary of the Company from October 2017 to July 2018; Advisor to companies on M&A activity. He was Chief Operating Officer for Enterprise Group Ltd. from March 2013 to March 2015 and the Area Manager for the Bank of Montreal from February 1985 to March 2013. Mr. Bachman advises companies on M&A activity.

Lance Morginn : Mr. Morginn served as the Chief Executive Officer and Director of Blockchain since November 2017. From April 2012 to January 2015, Mr. Morginn served as Chief Executive Office of Max Health Vending, a company providing healthy snack and drinking vending machines in workplaces around Vancouver, British Columbia, as well as created software to manage vending operations. In January 2010, Mr. Morginn founded Cab Ride Media, a taxi advertising company, and acted as Chief Executive Office until August 2010. From February 2002 to January 2015, Mr. Morginn was the Chief Executive Office of FiberFeed Networks Inc., an internet services provider that provides website creation, co-location of servers and website hosting.

Charles MaLette : Mr. MaLette is the Chief Executive Officer of the Company. He is the President, Chief Executive Officer and Director of Stevens Gold Nevada Inc. from June 2019 to present, and Director, Chief Executive Officer and President of Core Process Solutions Inc. from February 2019 to present. Mr. MaLette was an Investment Advisor with Canaccord Genuity Corp. from 1983 to December 2018. He holds a degree in Economics from the University of Calgary.

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 not adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110.

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

External Auditor Service Fees

The fees billed by the Company’s external auditors in each of the last two financial years for audit and non-audit related services provided to the Company or its subsidiaries (if any) are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31
2020	$6,500	Nil	$325	Nil
2019	$6,000	Nil	$300	Nil

Exemption

As a TSX Venture Exchange listed issuer, the Company is exempt from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of NI 52-110.

ADDITIONAL INFORMATION

Financial information is provided in the Company’s audited annual financial statements and accompanying management’s discussion and analysis (“ MD&A ”) for the years ended December 31, 2018 and December 31, 2019.

Under National Instrument 51-102, Continuous Disclosure Obligations , any person or company who wishes to receive financial statements from the Company may deliver a written request for such material to the Company or the Company’s agent, together with a signed statement that the persons or company is the owner of securities of the Company. Shareholders who wish to receive financial statements are encouraged to send the enclosed mail card, together with the completed form of proxy, in the addressed envelope provided, to the Company’s registrar and transfer agent, TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1. The Company will maintain a supplemental mailing list of persons or companies wishing to receive financial statements. Additional information relating to the Company is available on SEDAR at www.sedar.com.

GENERAL

Unless otherwise specified, all matters referred to herein for approval by the Shareholders require a simple majority of the Shareholders voting, in person or by proxy, at the Meeting. Where information contained in this Information Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

DATED as of the 30[th] day of March, 2021.

BY THE ORDER OF THE BOARD OF DIRECTORS OF REBEL CAPITAL 2.0 CORP.

“Charles MaLette”

Charles MaLette , Chief Executive Officer

APPENDIX 1

AMENDED SHARE OPTION PLAN

REBEL CAPITAL 2.0 CORP. (the "Company")

~~SHARE OPTION PLAN~~

~~Dated for Reference January 25, 2018~~

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

• 1.1 The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the TSX Venture Policies (or, if applicable, the NEX Policies) and any inconsistencies between this Plan and the TSX Venture Policies (or, if applicable, the NEX Policies) will be resolved in favour of the latter.

Definitions

• 1.2 In this Plan

• (a) Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

• (b) Associate has the meaning set out in the Securities Act;

• (c) Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

• (d) Change of Control includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

  • (i) any one Person holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or resulting company; or

  • (ii) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor;

• (iii) where such Person or combination of Persons did not previously hold a sufficient number of voting shares to affect materially control of the Company or its successor. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or resulting company is deemed to materially affect control of the Company or resulting company;

• (e) Common Shares means common shares without par value in the capital of the Company providing such class is listed on the TSX Venture (or the NEX, as the case may be);

• (f) Company means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law;

• (g) Consultant means an individual or Consultant Company, other than an Employee, Officer or Director that:

• (i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company or an Affiliate of the Company, other than services provided in relation to a Distribution;

• (ii) provides the services under a written contract between the Company or an Affiliate and the individual or the Consultant Company;

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or an Affiliate of the Company; and

• (iv) has a relationship with the Company or an Affiliate of the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;

• (h) Consultant Company means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

• (i) CPC has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

• (j) Directors means the directors of the Company as may be elected from time to time;

• (k) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

• (l) Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company's shareholders at a duly constituted shareholders' meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

• (m) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

• (n) Effective Date for an Option means the date of grant thereof by the Board;

• (o) Employee means:

• (i) an individual who is considered an employee under the Income Tax Act (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

• (ii) an individual who works full-time for the Company or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

• (iii) an individual who works for the Company or its subsidiary 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 the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

• (p) Exercise Price means the amount payable per Common Share on the exercise ofan Option, as determined in accordance with the terms hereof;

• (q) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

• (r) Insider means an insider as defined in the TSX Venture Policies or as defined in securities legislation applicable to the Company;

• (s) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSX Venture Policies;

• (t) Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

• (u) NEX means a separate board of the TSX Venture for companies previously listed on the TSX Venture or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;

• (v) NEX Issuer means a company listed on the NEX;

• (w) NEX Policies means the rules and policies of the NEX as amended from time to time;

• (x) Officer means a Board appointed officer of the Company;

• (y) Option means the right to purchase Common Shares granted hereunder to a Service Provider;

• (z) Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule A attached hereto;

• (aa) Optioned Shares means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;

• (bb) Optionee means the recipient of an Option hereunder;

• (cc) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time;

• (dd) Participant means a Service Provider that becomes an Optionee;

• (ee) Person includes a company, any unincorporated entity, or an individual;

• (ff) Plan means this share option plan, the terms of which are set out herein or as may be amended;

• (gg) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2 and §2.3;

• (hh) Qualifying Transaction has the meaning assigned by Policy 2.4 of the TSX Venture Policies;

• (ii) Regulatory Approval means the approval of the TSX Venture and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;

• (jj) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

• (kk) Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Company Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers, provided that for so long as the Company is as CPC and has not completed its Qualifying Transaction, Service Provider shall mean a Person who is a bona fide Director or Officer, and where permitted by applicable securities laws, a technical Consultant or a company owned by such technical Consultant whose particular industry expertise is required to evaluate the proposed Qualifying Transaction;

• (ll) Share Compensation Arrangement means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;

• (mm) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders' meeting;

• (nn) TSX Venture means the TSX Venture Exchange and any successor thereto; and

• (oo) TSX Venture Policies means the rules and policies of the TSX Venture as amended from time to time.

Other Words and Phrases

• 1.3 Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSX Venture Policies (and, if applicable, the NEX Policies).

Gender

• 1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

• 2.1 The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

• 2.2 The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSX Venture Policies and, if applicable, the NEX Policies.

• ~~2.3 Notwithstanding the foregoing or anything to the contrary contained herein, for so long as the Company is a CPC and has not completed its Qualifying Transaction, the aggregate number of Plan Shares that may be reserved for issuance must not exceed ten percent (10%) of the Common Shares outstanding as at the closing of the Company’s initial public offering (“~~ ~~IPO ”).~~

Eligibility

• 2.34 Options to purchase Common Shares may be granted hereunder to Service Providers from time to time by the Board, subject to compliance with applicable TSX Venture Policies. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSX Venture and the Company is obtained.

Options Granted Under the Plan

• 2.45 All Options granted under the Plan will be evidenced by an Option Commitment in the form attached as Schedule A, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

• 2.56 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Issue

• 2.67 Subject to §2.8 and §2.79, the following restrictions on issuances of Options are applicable under the Plan:

• (a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares (unless the Company has obtained Disinterested Shareholder Approval to do so);

• (b) no Options can be granted under the Plan if the Company is on notice from the TSX Venture to transfer its listed shares to the NEX;

• (c) the aggregate number of Options granted to Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture; and

• (d) the aggregate number of Options granted to any one Consultant in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSX Venture.

• ~~2.8 Notwithstanding the foregoing or anything to the contrary contained herein, for so long as the Company is a CPC and has not completed its Qualifying Transaction, the following restrictions on issuances of Options are applicable under the Plan:~~

• ~~(1) The number of Common Shares reserved for issuance to any one Director or Officer may not exceed 5% of the Common Shares to be outstanding after the closing of the IPO;~~

• ~~(2) the Company is prohibited from granting Options to any Person conducting investor relations activities (within the meaning of the TSXV Policies) or providing promotional or marketmarketing services; and~~

• (3) the aggregate number of Options granted to all technical Consultants cannot exceed ~~2% of the Common Shares outstanding as at the closing of the IPO.~~

Options Not Exercised

• 2.79 In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.

Powers of the Board

• 2.810 Subject to the restrictions stipulated in Policy 2.34 of the TSXV Policies regarding persons to whom Options may be granted by a CPC (which apply to the Company for so long as it is a CPC and has not completed a Qualifying Transaction), the Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to

• (a) allot Common Shares for issuance in connection with the exercise of Options;

• (b) grant Options hereunder;

• (i) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSX Venture Policies or the Company's tier classification thereunder;

• (c) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do; and

• (d) amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Service Providers (before a particular Option is granted) subject to the other terms hereof.

Terms or Amendments Requiring Disinterested Shareholder Approval

• 2.911 The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

• (a) the Plan, together with all of the Company's other Share Compensation Arrangements, could result at any time in:

  • (i) he aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares (in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares);

  • (ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares (in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares); or,

  • (iii) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of Outstanding Shares; or

• (b) any reduction in the Exercise Price of an Option previously granted to an Insider

ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

• 3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Discounted Market Price, provided that for so long as the Company is as CPC and has not completed its Qualifying Transaction, the Exercise Price of

an Option cannot be less than the greater of: (i) Discounted Market Price; and (ii) the offering price of the IPO.

Term of Option

• 3.2 An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

• 3.3 Subject to §2.810(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSX Venture, and the date of the last amendment of the Exercise Price.

• 3.4 An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in §3.2.

• 3.5 Any proposed amendment to the terms of an Option must be approved by the TSX Venture prior to the exercise of such Option.

Vesting of Options

• 3.6 Subject to §3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, the vesting of Options will be generally subject to:

• (a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or

• (b) the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

• 3.7 Notwithstanding §3.6, Options granted to Consultants conducting Investor Relations Activities will vest:

• (a) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or

• (b) such longer vesting period as the Board may determine.

Optionee Ceasing to be Director, Employee or Service Provider

• 3.8 No Option may be exercised after the Service Provider has left his employ/office or has been advised by the Company that his services are no longer required or his service contract has expired, except as follows:

• (a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

• (b) an Option granted to any Service Provider will expire 90 days (or such other time not to exceed one year as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any times prior to the expiry of the Option) after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option has vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

• (c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee's Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same; and

• (d) in the case of Options granted prior to the completion of the Qualifying Transaction, if an Optionee ceases to be a director, officer, employee or consultant of the Company upon or after the completion of the Qualifying Transaction, such Optionee’s Options must be exercised within the later of: (i) 12 months after the completion of the Qualifying Transaction; and 90 days from the date of termination of employment or cessation of position with the Company.

Non Assignable

• 3.9 Subject to §3.8, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

• 3.10 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

• (a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

• ( ) (b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

• (c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

• (d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this §3.10;

• (e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

• (f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this §3.10, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and

• (g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this §3.10, such questions will be conclusively determined by the Company's auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company's principal executive office) that the Company may designate and who will be granted access to all appropriate records. Such determination will be binding upon the Company and all Optionees.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

• 4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof.

Manner of Exercise

• 4.2 An Optionee who wishes to exercise his Option may do so by delivering

• (a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and

• (b) a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price by the Optioned Shares being acquired.

Delivery of Certificate and Hold Periods

• 4.3 As soon as practicable after receipt of the notice of exercise described in §4.2and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate to the Optionee for the appropriate number of Optioned Shares. Such certificate issued will bear a legend stipulating any resale restrictions required under applicable securities laws. Further, if the Exercise Price is set below than the then current market price of the Common Shares on the TSX Venture, the certificate will also bear a legend stipulating that the Optioned Shares are subject to a four-month TSX Venture hold period commencing the date of the grant of the Option.

Restrictions on Exercise

• 4.4 Notwithstanding the foregoing or anything to the contrary contained herein, for so long as the Company is a CPC and has not completed its Qualifying Transaction, no Option granted hereunder may be exercised before the completion of the Qualifying Transaction unless the Optionee agrees in writing to deposit the shares acquired into escrow until the completion of the Qualifying Transaction.

ARTICLE 5 GENERAL

Employment and Services

• 5.1 Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee's office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

No Representation or Warranty

• 5.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.

Interpretation

• 5.3 The Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Continuation of Plan

• 5.4 The Plan will become effective from and after January 25, 2018, and will remain effective provided that the Plan, or any amended version thereof receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to January 25, 2018.

SCHEDULE A SHARE

OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this _ day of , _ (the “Effective D a t e ” ) R E B E L C A P I T A L 2 . 0 C O R P . ( t h e “ C o m p a n y ” h a s g r a n t e d t o ______ , (the “Optionee”), an Option to acquire ____ Common Shares (“Optioned Shares”) up to 5:00 p.m. Vancouver Time on the __ day of , _ (the “Expiry Date” ) at an Exercise Price of CDN$ ___ per share.

At the date of grant of the Option, the Company is classified as [a Tier ______ Issuer under TSX Venture Policies] [am NEX Issuer].

Optioned Shares will vest and may be exercised as follows:

[INSERT VESTING SCHEDULE] [ INSERT VESTING TERMS]

The Option shall expire days after the date the Optionee ceases to be employed by or provide services to the Company.

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and forms part hereof.

To exercise your Option, deliver a written notice specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price. A certificate for the Optioned Shares so acquired will be issued by the transfer agent as soon as practicable thereafter and may bear a minimum four month non- transferability legend from the date of this Option Commitment, the text of which is as follows. [An Issuer may grant stock options without a hold period, provided the exercise price of the options is set at or above the market price of the Company's shares rather than below.]

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON [insert date 4 months from the date of grant]".

The Company and the Optionee represent that the Optionee under the terms and conditions of the Plan is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the Policies of the TSX Venture Exchange) by both the Company and the TSX Venture (or the NEX, as the case may be) as more particularly set out in the Acknowledgement - Personal Information in use by the TSX Venture (or the NEX, as the case may be) on the date of this Share Option Plan.

REBEL CAPITAL 2 . 0 CORP.

Authorized Signatory

[insert name of optionee]