Axion Ventures Inc. — Proxy Solicitation & Information Statement 2021

Mar 25, 2021

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AXION VENTURES INC.

c/o Boughton Law Corporation 7F/ 595 Burrard Street Vancouver, B.C., Canada Telephone: (604) 219-2140

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 15, 2021

AND

INFORMATION CIRCULAR

March 22, 2021

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

AXION VENTURES INC.

c/o Boughton Law Corporation 7F/ 595 Burrard Street Vancouver, B.C., Canada Telephone: (604) 219-2140

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of shareholders of Axion Ventures Inc. (the “ Company ”) will be held at the offices of the Company’s advisors, Boughton Law Corporation, located at 7F/ 595 Burrard Street, Vancouver, B.C., Canada V7X 1S8, April 15, 2021, at the hour of 10:00 (Vancouver time) for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal year ended December 31, 2019, and the accompanying report of the auditors, if available;

2. to set the number of directors of the Company at six (6);

3. to elect Yasuyo Yamazaki, Kunio Hamada, Robert Adams, Mana Prapakamol, Stephen Willey, and Grant Kim as directors of the Company to hold office until the next annual general meeting of the Company or as otherwise provided in the accompanying information circular (the “ Information Circular ”);

4. to appoint KPMG, Chartered Accountants, as the auditors of the Company for the fiscal year ending December 31, 2020 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2020; and

5. to consider and, if deemed appropriate, to pass with or without variation an ordinary resolution of shareholders to ratify, confirm and approve the Company’s Stock Option Plan, as more particularly described in the accompanying Information Circular.

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 “ Notice of Meeting ”).

The Company’s board of directors has fixed March 8, 2021 as the record date (the " Record Date ") for the determination of shareholders entitled to 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 such notice and to vote at the Meeting in the circumstances set out in the accompanying Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting in person, please vote by proxy by following the instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in Bangkok) before the time and date of the Meeting or any adjournment or postponement thereof.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of

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a retirement savings plan, retirement income fund, education savings plan or other similar 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 (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 22[nd] day of March, 2021.

By Order of the Board of Directors of

AXION VENTURES INC.

/s/Grant Kim Grant Kim Interim Chief Executive Officer and Director

AXION VENTURES INC.

c/o Boughton Law Corporation 7F/ 595 Burrard Street Vancouver, B.C., Canada Telephone: (604) 219-2140

INFORMATION CIRCULAR

March 22, 2021

INTRODUCTION

This information circular (this “ Information Circular ”) accompanies the notice of annual general and special meeting of shareholders (the “ Notice ”) of Axion Ventures Inc. (the “ Company ”) and is furnished to shareholders (each, a “ Shareholder ”) holding common shares (each, a “ Share ”) in the capital of the Company in connection with the solicitation by the management of the Company of proxies to be voted at the annual general and special meeting (the “ Meeting ”) of Shareholders to be held at 10:00 (Vancouver time) on Thursday April 15, 2021 at the offices of Boughton Law Corporation at 7F/ 595 Burrard Street, Vancouver, B.C., Canada, or at any adjournment or postponement thereof.

Date and Currency

The date of this Information Circular is March 22, 2021. Unless otherwise stated, all amounts herein are in Canadian dollars.

PROXIES AND VOTING RIGHTS

Management Solicitation

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for their related out of pocket expenses. The Company may engage employees or soliciting agents to assist the Company with solicitation of proxies, and if specific employees or soliciting agents are engaged, the cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representation must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

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Appointment of Proxy

Registered Shareholders are entitled to vote at the Meeting. Shareholders are entitled to one vote for each Share held on the record date of March 8, 2021 (the " Record Date ") on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders in the enclosed form of proxy (the “ Designated Persons ”) are directors and/or officers or legal advisors of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING.

A SHAREHOLDER MAY EXERCISE THIS RIGHT BY INSERTING THE NAME OF SUCH OTHER PERSON IN THE BLANK SPACE PROVIDED ON THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING AND QUALIFYING VALID PROOF OF SUCH APPOINTMENT AND CONSENT TO ACT.

The Shareholder may vote by mail, by telephone or via the Internet by following instructions provided in the form of proxy at least 48 hours (excluding Saturdays, Sundays and holidays recognized in Bangkok) prior to the scheduled time of the Meeting or any adjournment or postponement thereof. The Chairman of the Meeting, in their sole discretion, may accept completed forms of proxy on the day of the Meeting or any adjournment or postponement thereof.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact, authorized in writing, or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof; (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof; or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder; or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

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Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the proxy. The Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those Shareholders who do not hold Shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”). Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided by a broker, then in almost all cases those Shares will not be registered in the Beneficial Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Beneficial Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co., as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for CDS Clearing and Depository Securities Inc., which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person well in advance of the Meeting.

The Company does not have access to the names of all Beneficial Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by his, her or its broker (or the agent of the broker) is similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions

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from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in the United States and in Canada. Broadridge typically prepares a special voting instruction form, mails this form to the Beneficial Shareholders and asks for appropriate instructions regarding the voting of Shares to be voted at the Meeting. If Beneficial Shareholders receive the voting instruction forms from Broadridge, they are requested to complete and return the voting instruction forms to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free number and access Broadridge’s dedicated voting website (each as noted on the voting instruction form) to deliver their voting instructions and to vote the Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that form as a proxy to vote Shares directly at the Meeting – the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the applicable Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his, her or its broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, a Beneficial Shareholder may request in writing that his, her or its broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his, her, their or its Shares.

Beneficial Shareholders consist of non-objecting beneficial owners (“ NOBOs ”) and objecting beneficial owners (“ OBOs ”). A NOBO is a beneficial owner of Shares that has provided instructions to an intermediary holding the Shares in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) of the Canadian Securities Administrators. An OBO is a beneficial owner of Shares that has provided instructions to the intermediary holding the Shares in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under NI 54-101.

The Company is sending proxy-related materials directly to NOBOs. The Company will pay for the delivery of proxy-related materials to OBOs under NI 54-101 and Form 54-101F7 – Request for Voting Instructions Made by Intermediary .

All references to Shareholders in this Information Circular are to registered Shareholders, unless specifically stated otherwise.

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of Shares without par value and an unlimited number of preferred shares without par value. As of the Record Date, determined by the board of directors of the Company (the “ Board ”) to be the close of business on March 8, 2021, a total of 248,893,504 Shares were issued and outstanding, and no preferred shares were issued and outstanding. Each Share carries the right to one vote at the Meeting. However, 33,000,000 of the 248,893,504 Shares are held in escrow (the “ Performance Escrow Shares ”) under a performance escrow agreement dated May 11, 2016, and amended on April 29, 2019 (the “ Performance Escrow Agreement ”) whereby the Performance Escrow Shares do not carry the right to vote until released from escrow.

Only registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying more than 10% of the voting rights attached to the outstanding Shares, other than as set forth below:

Name of Shareholder	Number of Common Shares Owned(1)	Percentage of Outstanding Common Shares(2)	Number of Common Shares Owned Excluding Performance Escrow Shares	Percentage of Outstanding Common Shares Excluding Performance Escrow Shares(3)
Cern One Limited(4)(5)	35,140,770(6)	14.12%	18,295,483	8.47%
Uniq Ventures Ltd. (4)(7)	30,986,832(8)	12.45%	23,585,984	10.92%

(1) These numbers are derived solely from public filings made by this shareholder on the System for Electronic Disclosure by Insiders (SEDI). The Company does not have actual knowledge of the number of securities held by these shareholders.

(2) Based on 248,893,504 Shares issued and outstanding as of March 8, 2021.

(3) Based on 215,893,504 Shares (248,893,504 Shares minus 33,000,000 non-voting Performance Escrow Shares).

(4) Monaker Group, Inc. ("Monaker") filed an early warning report and SEDI filing purporting to have acquired 71,993,358 Shares of the Company from Uniq Ventures Ltd., Uniq Other Vendors, Cern One Limited, CC Asia Pacific Ventures Ltd. and Michael Bonner. The Company disputes the acquisition of the Company's Shares by Monaker and has commenced litigation against Monaker. If Monaker's acquisition of the Company's Shares were valid, Monaker would hold approximately 28.93% of total outstanding Shares or 33.35% of the total outstand Shares excluding Performance Escrow Shares, and the number of Shares owned by Cern One Limited and Uniq Ventures Ltd. respectively would be reduced to close to Nil. For further details of ongoing litigation involving Monaker, please see – Corporate Litigation Update below on page 23.

(5) The Company had been advised by Nithinan Boonyawattanapisut that this is a British Virgin Islands corporation established to hold shares for its sole beneficiary and director, Nithinan Boonyawattanapisut, of Bangkok, Thailand. However, the Company does not have actual knowledge of whether Nithinan Boonyawattanapisut, or Todd Bonner, or any other individuals have control and direction over the affairs of Cern One Limited.

(6) 16,845,287 of which are Performance Escrow Shares and, as such, do not carry a right to vote unless and until released from escrow.

(7) Uniq Ventures Ltd. is a Belize corporation, the sole shareholder of which is Kiyomi Sato of Tokyo, Japan. Grant Kim, of Vancouver, B.C., is, to the Company's knowledge, the sole director of Uniq Ventures Ltd.

(8) 7,400,848 of which are Performance Escrow Shares and, as such, do not carry a right to vote unless and until released from escrow.

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FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended December 31, 2019, together with the auditor’s report thereon, may be presented to the Shareholders at the Meeting. The Company’s financial statements and management discussion and analysis shall be made available on SEDAR at www.sedar.com.

NUMBER OF DIRECTORS

The Articles of the Company provide for a Board of no fewer than three directors and no greater than a number as fixed or changed from time to time in accordance with the Company’s Articles.

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at six (6). An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management of the Company recommends the approval of setting the number of directors of the Company at six (6).

ELECTION OF DIRECTORS

At present, the directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting, or until their successors are duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal. In the absence of instructions to the contrary, the enclosed form of proxy will be voted for the nominees listed in the form of proxy, all of whom are presently members of the Board.

Article 12.11 of the Company's Articles of Incorporation provides that only persons who are nominated in accordance with the procedures set out therein are eligible for election as directors of the Company. The Company received a letter from certain shareholders that they plan to nominate additional nominees for election to the Board at the Meeting. An initial review of the letter has identified certain misstatements, which may render it invalid for the purpose of the Company's Articles. No final determination has been made.

Management of the Company proposes to nominate the persons named in the table below for election by the Shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

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Name Province/State Country of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Periods during which Nominee has Served as a Director	Number of Shares Owned(2)
Yasuyo Yamazaki(3) (5)(6) Tokyo, Japan Director and Executive Chairman	Mr. Yamazaki is the President and CEO of Kuni Umi Asset Management which holds a variety of interests in sectors including renewable energy, infrastructure, and asset management. Previously, Mr. Yamazaki was a General Partner of Goldman Sachs & Co. and the President and CEO of Goldman Sachs Asset Management Japan, which he co-founded and was primarily responsible for raising over US$30 billion within its first two years leading Goldman Sachs to becoming the top foreign-based asset manager in Japan. Mr. Yamazaki started his career at Daiwa Securities in 1982 and was also instrumental in creating Japan’s first securitized real estate fund in 1990, structuring Japan’s largest securitized investment fund (PIMCO Fund) in 1993, as well as introducing swaps, derivatives, and mortgage-backed securities to the Japanese market. He led the establishment of Japan’s largest mega solar power plant encompassing 110 billion yen in project financing amongst a global syndicate of 28 major banks and institutions in partnership with General Electric. Mr. Yamazaki has also held the designations of President of Japan Core Partner, President of the Sun- Based Economy Association, and Advisor to the Ministry of Internal Affairs and Communications in Japan. He completed his MBA at UCLA and his BA in Economics from the University of Tokyo, Japan, and he is a regular public speaker and an accredited author of 16published books.	April 01, 2020 to present	2,000,000(7)
Kunio Hamada Tokyo, Japan	Honorable Hamada was instrumental in opening up the Japanese capital markets to foreign issuers and was a founder of Mori Hamada & Matsumoto. For a few years before his appointment as an Associate Justice of the Supreme Court of Japan from 2001 to 2006, Justice Hamada was involved with large-scale insolvency cases such as Bearing Securities, Nippon Credit Bank and Yamaichi Securities. Since his retirement from the Bench at the compulsory retirement age of 70, he has returned to private practice and also serves as an Independent Director of Kuni Umi Asset Management. His recent activities are related mostly to public interest issues such as promotion of a Lay-Judge Criminal Trial System, Sun- based Economy for stepped-up use of renewable energy sources and the World Justice Project. Justice Hamada is a Financial Expert appointed by P.R.I.M.E. Finance, an international arbitration/mediation organization for international financial disputes created in the Hague, January 2012. He was also the founding President of Inter-Pacific Bar Association established in Tokyo in 1991. Justice Hamada graduated in 1960 from the Law Faculty of the University of Tokyo and studied at Harvard Law School and received his LL.M. degree in 1966.	Nil	Nil

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Name Province/State Country of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Periods during which Nominee has Served as a Director	Number of Shares Owned(2)
Robert Adams Hong Kong, China	Mr. Adams was most recently the Managing Director of Fung Capital Asia Investment Ltd., a well-respected family office, and he previously was the COO and CFO of Li & Fung during its tenure as a major listed company on the Hong Kong Stock Exchange. He was also a Director of Hup Soon Global Corp. Ltd. in Singapore and Kanematsu Textiles Ltd. in Tokyo, Japan. Mr. Adams is recognised for his leadership as an Executive Director of CITIC Pacific from 1992 to 2003, a substantial Mainland Chinese holding company listed in Hong Kong. He also served as a Director on the boards of publicly listed companies including Cathay Pacific Airways, Dragonair and also on its Executive Committee, Hong Kong Air Cargo Terminals wherein he was on the Audit Committee and was Chairman of the Remuneration Committee, LSG Lufthansa Service Hong Kong, Companhia de Telecomunicacoes de Macau also as Chairman of the Executive Committee, Hong Kong Telecom, SIMS Trading, and Manhattan Card Co. on behalf of CITIC Pacific. Mr. Adams is also the former Chairman of New Hong Kong Tunnel Company Limited (Eastern Harbour Tunnel), Chairman of The Hong Kong Harbour Tunnel Management Company Limited (Cross Harbour Tunnel), and Chairman of the Western Harbour Tunnel Company Limited, in which he was instrumental in the construction of this vital tunnel connecting Hong Kong Island to the Kowloon Peninsula as part of the infrastructure development of the new Hong Kong Airport at Chek Lap Kok, in 1997. He was a director on the board of Wal-Mart East China Stores Company Limited during the US retailer’s expansion into Mainland China. Mr. Adams held executive management positions early in his career at Spencer Stuart and Chase Manhattan Bank, and he is a past Chairman of both the American Chamber of Commerce in Hong Kong and the Asia-Pacific Council of American Chambers of Commerce. He is a Vice Patron and a former Director and Executive Committee Member of the Community Chest of Hong Kong (United Way of Hong Kong). Mr. Adams was an early investor in Epic Games China and has served as its Chairman. He currently spends his time between Hong Kong and the United States.	Nil	9,700,005

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Name Province/State Country of Residence and Position(s) with the Company	Principal Occupation, Business or Employment for Last Five Years(1)	Periods during which Nominee has Served as a Director	Number of Shares Owned(2)
Mana Prapakamol(3) Bangkok, Thailand Director	Mr. Prapakamol holds more than 18 years management experience in the media and interactive content industry and currently serves as Associate Director in charge of 5G Service Innovation of True Corporation PCL and General Manager of True Digital Plus Company Limited, the online game business operation of True Corporation. He represents True, a substantial strategic shareholder of the Company, and one of the family companies under CP Group, a global conglomerate from Thailand. Mr. Prapakamol is also a Director and Investment Committee member of True-Kona Cayman GP, the General Partner of LINE Games-True-Kona Global Fund LP. The fund has Korea Venture Investment Corporation and LINE Games Corporation as lead investors, and it invests into South Korean start-ups in the gaming sector as well as in disruptive technologies. He is also the Founder of the annual Bangkok International Game Show, now known as the Thailand Game Show, and the Co-founder of Online Station Co., Ltd. and Future Gamer which was acquired by True Digital Content and Media. Mr. Prapakamol is also a co-founding director and continues to serve on the board of True Axion Interactive, a subsidiary of the Company. Mr. Prapakamol received his MBA from Golden Gate University.	January 18, 2021 to present	Nil
Stephen Willey(3)(4)(5)(6) Washington, USA Director	Mr. Willey is currently President and Chief Executive Officer of Innovega Inc. Previously, Mr. Willey was the first employee of Washington based and now NASDAQ- listed Microvision Inc. He has also served as an independent director on corporate boards of listed companies and is a member of the National Association of Corporate Directors (the “NACD”). Mr. Willey is listed as co-inventor on nine U.S.patents.	May 11, 2016 to present	Nil(10)
Grant Kim(3)(4)(5)(6) British Columbia, Canada Director and Interim CEO	Mr. Kim was a partner in a private equity group making investments in Asia since 2004. Previously he was a co- founder and executive of a listed company on the Main Board of the Hong Kong Stock Exchange. He continues to be an active shareholder in various businesses.	July 22, 2016 to present	39,947,308(8)(9)

(1) Information furnished by the respective nominees individually.

(2) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at March 8, 2021, based upon information furnished to the Company by the individual nominees.

(3) Member of the Audit Committee of the Company (the “ Audit Committee ”).

(4) Member of the Compensation Committee of the Company (the “ Compensation Committee ”).

(5) Member of the Nomination and Corporate Governance Committee of the Company (the “ Governance Committee ”).

(6) Member of the Litigation Committee of the Company (the “ Investment Committee ”).

(7) These are 2,000,000 shares owned by Kuni Umi Asset Management, a company controlled by Mr. Yamazaki as its majority shareholder and President.

(8) Comprised of: (a) 30,986,832 Shares owned by Uniq Ventures Ltd., a company of which Grant Kim serves as a director based on the Company's knowledge, and 7,400,848 of the 30,986,832 Shares are Performance Escrow Shares and, as such,

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do not carry a right to vote until released from escrow; and (b) 8,960,476 Shares owned by directly by Grant Kim, 1,832,626 of which are Performance Escrow Shares and, as such, do not carry a right to vote until released from escrow.

• (9) Does not include 4,000,000 stock options, each of which is exercisable into one Share at a price of $0.50 per Share until December 30, 2021.

• (10) Does not include: (a) 100,000 stock options, each of which is exercisable into one Share at a price of $0.25 per Share until May 11, 2021; and (b) 400,000 stock options, each of which is exercisable into one Share at a price of $0.50 per Share until December 30, 2021.

Management recommends the election of each of the nominees listed above as a director of the Company.

Orders

Except as disclosed below, to the best of management’s knowledge, no proposed director of the Company is, or within the ten (10) years before the date of this Information Circular has been, a director, chief executive officer or chief financial officer of any company that:

• (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

• (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

A cease trade order was issued against the Company by the British Columbia Securities Commission on August 4, 2020 for failure to timely file the audited consolidated financial statements of the Company for the year ended December 31, 2019 and this cease trade order is still in effect. Messrs. Grant Kim, Yasuyo Yamazaki and Stephen Willey were directors of the Company at the time when the cease trade order was issued. The Company has submitted a partial revocation application of the cease trade order to permit certain transactions proposed by the Company. The Company's partial revocation application is currently still being considered by the British Columbia Securities Commission. The Company also intends to file the audited consolidated financial statements of the Company for the year ended December 31, 2019, as well as the subsequent interim financial statements as soon as practicable, and to apply for full revocation the cease trade order.

Bankruptcies

To the best of management’s knowledge, no proposed director of the Company is, or within 10 years before the date of this Information Circular, has been, a director or an executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets or made a proposal under any legislation relating to bankruptcy or insolvency.

Penalties and Sanctions

To the best of management’s knowledge, no proposed director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities

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regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) 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.

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Statement of Executive Compensation:

“ 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 (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

“ NEO ” or “ named executive officer ” means:

• (a) each individual who served as chief executive officer (“ CEO ”) of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

• (b) each individual who served as chief financial officer (“ CFO ”) of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

• (c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year, and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor 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 any 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.

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Explanatory Note

Unless otherwise indicated, all dollar ($) amounts set forth in this Statement of Executive Compensation Form (the “ Form ”) are expressed in Canadian dollars. Certain financial information contained in this Form is disclosed in United States dollars (“ US$ ”) and “ THB ” (Thai baht), the legal currency of Thailand.

Conversion into Canadian dollars (if applicable) was based on the following Bank of Canada’s daily exchange rate as at the last date of the applicable financial year:

US Dollar(US$)
	Date	US$ CAD
2019 Year	2019-12-31	1.2988
2018 Year	2018-12-31	1.3642
Thai baht(THB)
	Date	THBCAD
2019 Year	2019-12-31	0.04362
2018 Year	2018-12-31	0.04222

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company or any subsidiary thereof to each NEO and each director of the Company as at this date, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof for each of the two most recently completed financial years, other than stock options and other compensation securities:

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
John Todd Bonner(2) Former CEO, Director and Former Chairman	2019 2018	194,820 204,630	Nil Nil	Nil Nil	Nil Nil	Nil Nil	194,820 204,630
Peemtat Utsahajit(3) COO and Interim CFO	2019 2018	96,307 63,435	Nil Nil	Nil Nil	Nil Nil	Nil Nil	96,307 63,435
Grant Kim(4) Interim CEO and Director	2019 2018	194,820 204,630	Nil Nil	Nil Nil	Nil Nil	Nil Nil	194,820 204,630
Nithinan Boonyawattanapisut(6) Former CEO of True Axion Interactive Ltd.	2019 2018	260,544 245,789(7)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	260,544 245,789
Stephen Willey(8) Independent Director	2019 2018	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

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Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites(1) ($)	Value of All Other Compensation ($)	Total Compensation ($)
Yasuyo Yamazaki~~(9)~~ Executive Chairman	2019	N/A	N/A	N/A	N/A	N/A	N/A
Mana Prapakamol(10) Independent Director	2019	N/A	N/A	N/A	N/A	N/A	N/A

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

• (2) John Todd Bonner has been a director of the Company started on May 11, 2016 and he was the CEO of the Company from May 25, 2016 to July 14, 2020 when he was terminated. Mr. Bonner received US$150,000 per annum in his capacity as CEO for the two (2018 and 2019) most recently completed financial years.

• (3) Peemtat Utsahajit served as business analyst reporting to John Todd Bonner from January 22, 2018 to May 12, 2020. Mr. Utsahajit was appointed Chief Operating Officer and Interim Chief Financial Officer on May 12, 2020.

• (4) Grant Kim has been a director of the Company since July 22, 2016 and Executive Director effective since September 1, 2016. Mr. Kim was appointed as the interim CEO of the Company on July 14, 2020. Mr. Kim was to receive US$150,000 per annum in his capacity as Executive Director for the two (2018 and 2019) most recently completed financial years. However, Mr. Kim has not received such remuneration since April, 2019 through the end of 2020.

• (5) Ms. Boonyawattanapisut was appointed the CEO of True Axion Interactive Ltd. (“ TAI ”) pursuant to the Company’s right under the TAI Joint Venture and Shareholders Agreement. Ms. Boonyawattanapisut was also a director of Axion Interactive Limited (“ AI ”), a wholly-owned British Virgin Island subsidiary of the Company. Ms. Boonyawattanapisut was terminated from those positions on July 14, 2020.

• (6) As CEO of TAI, Ms. Boonyawattanapisut received a salary of THB2,400,000 (or approximately $101,184 per annum in 2018). As a director of AI, Ms. Boonyawattanapisut received US$6,500 per month from January 1, 2018 until April 30, 2018 and US$10,000 per month since May 1, 2018.

• (7) Ms. Boonyawattanapisut’s TAI salary of THB2,400,000 (or approximately $92,352 per annum in 2017) per annum began April 1, 2017 and her initial compensation from AI of US$6,500 per month began April 1, 2017. The validity of this compensation arrangement with Ms. Boonyawattanapisut is in dispute.

(8) Mr. Willey has been a director of the Company since May 11, 2016.

• (9) Mr. Yamazaki has been a director of the Company since April 01, 2020.

• (10) Mr. Prapakamol has been a director of the Company from January 17, 2021.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted to or issued to any director and NEO by the Company or any subsidiary thereof during the fiscal year ended December 31, 2019 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof, as well as all compensation securities held by each director and NEO by the Company or any subsidiary thereof as at December 31, 2019 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof. With the exception of stock options granted to Mr. Ng and Mr. Obata in connection with their respective appointments as CFO and director during the fiscal year ended December 31, 2019 set out in the table below, no compensation securities were granted or issued to any director and NEO by the Company or any subsidiary thereof during the fiscal year ended December 31, 2019 for services provided, or to be provided, directly or indirectly, to the Company or any subsidiary thereof:

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Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant	Closing Price of Security or Underlying Security at Year End	Expiry Date
2019 NEO's
John Todd Bonner(1) Former CEO, Director and Former Chairman	Stock Options	150,000	May 11, 2016	0.25	0.25	0.50	N/A
		4,000,000	December 30, 2016	0.50	0.50	0.50	N/A
Nithinan Boonyawattanapisut(2) Former CEO of True Axion Interactive Ltd.	Stock Options	0	N/A	N/A	N/A	N/A	N/A
2019 Directors
Grant Kim(3) Interim CEO and Director	Stock Options	4,000,000	December 30, 2016	0.50	0.50	0.50	December 30, 2021
Stephen Willey(4) Independent Director	Stock Options	100,000	May 11, 2016	0.25	0.25	0.50	May 11, 2021
		400,000	December 30, 2016	0.50	0.50	0.50	December 30, 2021
Yoshihiro Obata(5) Former Director	Stock Options	500,000	June 22, 2018	0.90	0.90	0.90	June 22, 2023

(1) John Todd Bonner, former CEO and a director of the Company, was granted an aggregate of 4,150,000 compensation securities, comprised solely of stock options each of which is exercisable into one Share. 150,000 stock options (granted May 11, 2016 and vested immediately) are exercisable into Share at a price of $0.25 per Share until May 11, 2021 and 4,000,000 stock options (granted December 30, 2016 and vesting annually over three years) are exercisable into one Share at a price of $0.50 per Share until December 30, 2021. John Todd Bonner's options were cancelled as a result of his termination as the CEO of the Company on July 14, 2020.

(2) Nithinan Boonyawattanapisut does not own any compensation securities.

• (3) Grant Kim, currently the interim CEO and a Director of the Company, was granted an aggregate of 4,000,000 compensation securities in his capacity as Executive Director, comprised solely of stock options (granted December 30, 2016 and vesting annually over three years), each of which is exercisable into one Share at a price of $0.50 per Share until December 30, 2021.

• (4) Stephen Willey, a director of the Company, was granted an aggregate of 500,000 compensation securities, comprised solely of stock options, each of which is exercisable into one Share. 100,000 stock options (granted May 11, 2016 and vested immediately) are exercisable at a price of $0.25 per Share until May 11, 2021 and 400,000 stock options (granted December 30, 2016 and vesting annually over three years) are exercisable at a price of $0.50 per Share until December 30, 2021.

• (5) Yoshihiro Obata, a former director of the Company, was granted an aggregate of 500,000 compensation securities, comprised solely of stock options (granted June 22, 2018 and vesting annually over three years), each of which was exercisable into one Share at a price of $0.90 per Share until June 22, 2023. As of the date hereof, Mr. Obata's options have been cancelled as he resigned as a director of the Company on November 9, 2020.

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Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by any directors or NEOs during the year ended December 31, 2019.

Stock Option Plans and Other Incentive Plans

The Company’s current stock option plan (the “ Plan ”), which was adopted by the Board and approved by the Shareholders on July 22, 2016 and re-approved by the Shareholders at the Company’s last annual general and special meeting on December 30, 2019, is a “rolling” stock option plan, whereby the aggregate number of Shares reserved for issuance, together with any other Shares reserved for issuance under any other plan or agreement of the Company, shall not exceed ten (10%) percent of the total number of issued Shares (calculated on a non-diluted basis) at the time an option is granted. The Plan provides that the Board may, from time to time, in its discretion, grant to directors, officers, employees, consultants and other personnel of the Company and its subsidiaries or affiliates, options to purchase Shares. As at the date hereof, there are 8,150,000 options outstanding under the Plan.

See “ Particulars of Other Matters to be Acted Upon – Ratification of the Stock Option Plan ” below, for more information.

Employment, Consulting and Management Agreements

The material terms of each agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Company or any of its subsidiaries that were: (a) performed by a director or NEO; or (b) performed by any other party but are services typically provided by a director or NEO are as follows:

John Todd Bonner (Former CEO, and Current Director)

On May 25, 2016, John Todd Bonner, a director and then Chairman of the Company, was appointed CEO of the Company. The Company and Mr. Bonner entered into an executive employment agreement pursuant to which Mr. Bonner was employed as CEO with a base salary of US$150,000 effective September 1, 2017 and, on December 30, 2016, was granted 4,000,000 stock options (See “ Stock Options and Other Compensation Securities ”). Mr. Bonner has the right to terminate his employment with the Company by giving at least 60 days’ written notice. The Company has the right to: (i) terminate Mr. Bonner’s employment for cause at any time without any notice or any payment in lieu thereof; or (ii) terminate Mr. Bonner’s employment without cause at any time by providing Mr. Bonner with 24 months or a one-time lump sum payment of base salary in lieu of notice. The agreement does not contain any change of control provisions. Mr. Bonner's employment as the CEO of the Company was terminated on July 14, 2020.

Nithinan Boonyawattanapisut

TAI and Nithinan Boonyawattanapisut entered into an executive employment agreement effective March 1, 2017. Pursuant to the agreement, Ms. Boonyawattanapisut is employed as CEO of TAI with a base salary of THB200,000 per month (or THB2,400,000 annually). Ms. Boonyawattanapisut has the right to terminate her employment with TAI by giving at least 30 days’ written notice. TAI has the right to: (i) terminate Ms. Boonyawattanapisut’s employment for cause at any time without any notice or any payment in lieu thereof; or (ii) terminate Ms. Boonyawattanapisut’s employment without cause by

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providing her with a one-time lump sum payment (in lieu of notice) of (A) 90 days of base salary if termination occurs before 3 years, (B) 180 days of base salary if termination occurs between 3-6 years, (C) 240 days of base salary if termination occurs between 6-10 years, or (D) 300 days of base salary if termination occurs after 10 years. Ms. Boonyawattanapisut’s compensation of US$10,000 per month (or US$120,000 annually) by the Company’s wholly-owned subsidiary, AI, is not paid pursuant to a written or verbal agreement and is the subject of ongoing litigation. Ms. Boonyawattanapisut's employment as an executive of TAI was terminated on July 14, 2020.

Grant Kim (Current Interim CEO and Director)

The Company and Grant Kim entered into an executive employment agreement effective September 1, 2016. Pursuant to the agreement, Mr. Kim was employed as Executive Director with a base salary of US$150,000 ($188,175) and, on December 30, 2016, was granted 4,000,000 stock options (See “ Stock Options and Other Compensation Securities ”). Mr. Kim has the right to terminate his employment with the Company by giving at least 60 days’ written notice. The Company has the right to: (i) terminate Mr. Kim’s employment at any time without any notice or any payment in lieu thereof, for cause; or (ii) terminate Mr. Kim’s employment without cause at any time. The agreement did not contain any change of control provisions.

Oversight and Description of Director and NEO Compensation

The Company provides a blend of base salaries, bonuses and equity incentive components in the form of stock options to further align the interests of management with the interests of the shareholder of the Company.

The Compensation Committee adopted a formal written charter on July 22, 2016, which is summarized below:

The Compensation Committee is meant to assist the Board in fulfilling its obligations relating to compensation issues. The Compensation Committee shall act independent of the CEO when considering the compensation of the CEO; however, the CEO shall assist the Compensation Committee in assessing the performance of all other executive officers. In assessing compensation of the NEO’s, the Company does not currently have in place any formal objectives, criteria or analysis. The Company does not use specific peer groups in determining compensation or any element of compensation. After considering the overall performance of the Company, the performance of the NEO, general trends in the industry and other factors affecting compensation, like continued retention of the NEO, the proposed executive compensation should be presented to the Board for approval. The Compensation Committee shall also make recommendations to the Board respecting the Company’s incentive compensation plans, including administration of the Plan. It also has the responsibilities of reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation program, recommending compensation of the Company’s officers and employees to the Board, and evaluating the performance of officers generally and in light of annual goals and objectives. In general, executive officer and director compensation should be discussed with senior management and officers before being presented to the Compensation Committee and Board, at which point the Compensation Committee or Board reviews the proposed compensation before engagement or formally accepting any proposals.

• 17 -

Furthermore, the Compensation Committee may, at the request of the Board, review, approve and/or monitor compensation programs and strategies applicable to senior management, and review the corporate succession and development plans of the Company at the executive level.

The Compensation Committee has the authority to engage and compensate, at the expense of the Company, any outside advisor that it determines. As a result of the size of the Company and its Board, the Compensation Committee has had limited meetings since its formation.

Other than as described herein, there were no significant changes to the Company’s compensation policies that were made during or after the most recently completed financial year that could or will have an effect on the compensation paid to the directors or NEOs.

To date, the Compensation Committee has not been active and there have been limited committee meetings and discussions apart from those regarding CEO, CFO, Executive Director, and Corporate Secretary positions. Other positions have typically been handled by the Company’s CEO and business development group with no Compensation Committee involvement.

Elements of NEO Compensation

For the year ended December 31, 2019, Todd Bonner’s annual compensation was US$150,000. No significant element of his total compensation was tied to performance criteria, goals or milestones.

For the year ended December 31, 2019, Nithinan Boonyawattanapisut’s annual compensation was THB2,400,000 and US$120,000. No significant element of her total compensation was tied to performance criteria, goals or milestones.

For the year ended December 31, 2019, Grant Kim received a salary of US$50,000, which represented one third of his total compensation. No significant element of his total compensation was tied to performance criteria, goals or milestones.

For information regarding compensation securities awarded to NEOs, please see “ Stock Options and Other Compensation Securities ” above.

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Pension Plan Benefits

The Company has no pension, defined benefit, defined contribution or deferred compensation plans in place.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of the Company’s compensation plans under which equity securities of the Company are authorized for issuance as at this date.

Plan Category	Number of securities to be issued upon exercise of outstanding options(1) (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) (c)
Equity compensation plans approved by security holders	8,150,000	$0.58	13,439,350
Equity compensation plans not approved by security holders	Nil	N/A	Nil
Total	8,150,000	$0.58	13,439,350

(1) The Company does not have any warrants or rights outstanding under any equity compensation plans.

(2) The Plan is a rolling stock option plan under which the Company can issue such number of options as is equal to 10% of the Company’s issued and outstanding Shares from time to time. As of March 22, 2021, there were 248,893,504 Shares outstanding, without taking into calculation that 33,000,000 of those shares are subject to Performance Escrow and shall be cancelled automatically on March 31, 2021 pursuant to the terms of the Amended Performance Escrow Agreement, and on such date the Company could issue up to 21,589,350 options to acquire Shares.

See “ Particulars of Other Matters to be Acted Upon – Ratification of the Stock Option Plan ” below, for more information regarding the Plan.

APPOINTMENT OF AUDITOR

It is proposed that KPMG LLP, Chartered Professional Accountants (“ KPMG ”) of PO Box 10426, 777 Dunsmuir Street, Vancouver, BC V7H 1K3 be appointed as auditor of the Company for the financial year ending December 31, 2020. KPMG was first appointed as the Company's auditor effective January 8, 2019.

At the Meeting, shareholders will be asked to pass an ordinary resolution to appoint KPMG as auditor of the Company for the year ending December 31, 2020, and to authorize the directors of the Company to fix the remuneration to be paid to the auditor for the fiscal year ending December 31, 2020. An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

Management of the Company recommends that Shareholders vote for the appointment of KPMG as the Company’s auditors for the Company’s fiscal year ending December 31, 2020 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the fiscal year ending December 31, 2020.

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AUDIT COMMITTEE DISCLOSURE

Under National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) of the Canadian Securities Administrators, a reporting issuer is required to provide disclosure annually with respect to its audit committee, including the text of its audit committee charter, information regarding the composition of the audit committee, and information regarding fees paid to its external auditor. The Company provides the following disclosure with respect to the Audit Committee.

Audit Committee Charter

The full text of the Audit Committee charter (the “Audit Committee Charter ”) is attached to this Information Circular as Appendix “A”.

Composition of the Audit Committee

The Company’s Audit Committee is currently comprised of four directors, consisting of Yasuyo Yamazaki, Stephen Willey, Grant Kim, and Mana Prapakamol . As defined in NI 52-110, Mr. Yasuyo Yamazaki, the Company's Executive Chairman, and Mr. Grant Kim, the Company’s Interim Chief Executive Officer, are not “independent” as they are executive officers of the Company. Messrs. Willey and Prapakamol are “independent” as defined in NI 52-110.

All of the Audit Committee members are “financially literate”, as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as an understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right at all times, to inspect all the books and financial records of the Company and any subsidiaries, and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

All of the members of the Audit Committee are able to understand and interpret information related to financial statement analysis. Each of the members of the Audit Committee has a general understanding of the accounting principles used by the Company to prepare its financial statements and will seek clarification from the Company’s auditors, where required. Each of the members of the Audit Committee also has direct experience in understanding accounting principles for private and reporting companies. The relevant experience of the current members of the Audit Committee is as follows:

Yasuyo Yamazaki

Mr. Yamazaki is the President and CEO of Kuni Umi Asset Management which holds a variety of interests in sectors including renewable energy, infrastructure, and asset management. Previously, Mr. Yamazaki was a General Partner of Goldman Sachs & Co. and the President and CEO of Goldman Sachs Asset Management Japan, which he co-founded and was primarily responsible for raising over US$30 billion within its first two years leading Goldman Sachs to becoming the top foreign-based asset manager in Japan. Mr. Yamazaki started his career at Daiwa Securities in 1982 and was also instrumental in creating Japan’s first securitized real estate fund in 1990, structuring Japan’s largest securitized investment fund

• 20 -

(PIMCO Fund) in 1993, as well as introducing swaps, derivatives, and mortgage-backed securities to the Japanese market. He led the establishment of Japan’s largest mega solar power plant encompassing 110 billion yen in project financing amongst a global syndicate of 28 major banks and institutions in partnership with General Electric. Mr. Yamazaki has also held the designations of President of Japan Core Partner, President of the Sun-Based Economy Association, and Advisor to the Ministry of Internal Affairs and Communications in Japan. He completed his MBA at UCLA and his BA in Economics from the University of Tokyo, Japan, and he is a regular public speaker and an accredited author of 16 published books.

Stephen Willey

Mr. Willey is currently President and Chief Executive Officer of Innovega. During his career, he has played key roles in delivering successful IPOs and M&A transactions for companies listed on the TSX Ventures Exchange (“ TSXV ”), Toronto Stock Exchange and NASDAQ. He has also served as an independent director on corporate boards of listed companies and is a member of the NACD. He also holds an MBA from the Anderson School of Business from the University of California in Los Angeles.

Grant Kim

Mr. Kim was a partner in a private equity group making investments in Asia since 2004. Previously he was a co-founder and executive of a listed company on the Main Board of the Hong Kong Stock Exchange. He continues to be an active shareholder in various businesses

Mana Prapakamol

Mr. Prapakamol holds more than 18 years management experience in the media and interactive content industry and currently serves as Associate Director in charge of 5G Service Innovation of True Corporation PCL and General Manager of True Digital Plus Company Limited, the online game business operation of True Corporation. He represents True, a substantial strategic shareholder of the Company, and one of the family companies under CP Group, a global conglomerate from Thailand. Mr. Prapakamol is also a Director and Investment Committee member of True-Kona Cayman GP, the General Partner of LINE Games-True-Kona Global Fund LP. The fund has Korea Venture Investment Corporation and LINE Games Corporation as lead investors, and it invests into South Korean start-ups in the gaming sector as well as in disruptive technologies. He is also the Founder of the annual Bangkok International Game Show, now known as the Thailand Game Show, and the Co-founder of Online Station Co., Ltd. and Future Gamer which was acquired by True Digital Content and Media. Mr. Prapakamol is also a cofounding director and continues to serve on the board of True Axion Interactive, a subsidiary of the Company. Mr. Prapakamol received his MBA from Golden Gate University.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5), 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis Non-Audit Services) provides an exemption from the requirement that the Audit

• 21 -

Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), 6.1.1(5) ( Events Outside Control of Member ) and 6.1.1(6) ( Death, Incapacity or Resignation ) provide exemptions from the requirement that a majority of the members of the Company’s Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Company’s external auditors in the last two years, by category, are as follows:

Financial Year Ended December 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
2019	US$368,000 ~~(1)(3)~~	Nil	Nil	Nil
2018	US$419,630~~(2)~~	Nil	Nil	Nil

(1) This fee was remitted to KPMG LLP up to the date hereof.

(2)

This fee was billed by BDO Limited.

(3) This fee is an estimate.

Exemption

The Company is relying on the exemption provided by Section 6.1 of NI 52-110, which provides that the Company, as a venture issuer, is not required to comply with Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52-110.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Except as disclosed in the section Corporate Litigation Update below, no current or former director, executive officer, nominee for election to the Board, or associate of such persons is, or at any time since the beginning of the Company’s most recently completed financial year has been, indebted to the Company or any of its subsidiaries.

No indebtedness of current or former director, executive officer, nominee for election to the Board, or associate of such person is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in the section Corporate Litigation Update below and otherwise disclosed herein, no: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, Shares or who exercises control or direction of Shares, or a combination of both, carrying more than ten percent of the voting rights attached to the Shares outstanding (each, an “ Insider ”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares.

CORPORATE LITIGATION UPDATE

On July 14, 2020, John Todd Bonner ("Bonner") was terminated as the CEO of the Company and he and his wife, Nithinan Boonyawattanapisut ("Jess"), were also terminated as executives of the Company's subsidiaries following the Board's review of an anonymous whistle blower complaint against Bonner.

On or about September 9, 2020, Bonner and Jess filed and served against the Company and certain directors of the Company a petition claiming that the Company and certain directors of the Company acted in a manner that is oppressive to Bonner and Jess and sought to reinstate Bonner and the CEO of the Company.

On or about September 14, 2020, Bonner, Jess and their associated entities (the "Bonner Associates") also filed a civil claim against the Company and its subsidiaries for loans allegedly made by them to the Company and its subsidiaries for a total of US$9.1 million (the "Bonner Family Loans"). The Company denies that the purported Bonner Family Loans are owed to Bonner, Jess or the Bonner Associates.

The Company has denied the allegations made by Bonner, Jess and the Bonner Associates in their petition and civil claims and has taken all necessary steps to defend against the groundless claims asserted by the Bonner, Jess and the Bonner Associates.

On or about January 15, 2021, the Company filed a civil claim in the Supreme Court of British Columbia against Bonner, Jess, the Bonner Associates, Monaker Group, Inc. ("Moniker) and other related parties, for breach of fiduciary duty causing harm. The unlawful acts committed by Bonner, Jess with the Bonner

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Associates and Monaker, included, inter alia, the taking of corporate opportunities, the misuse of undisclosed material inside information of the Company, the failure to disclose material information and conflicts of interest to the Boards on which they sat, misrepresentations to investors and to the Board on which they sat, breach of fiduciary duties owed to entities of which they were directors, and violations of the Securities Act .

In particular, Bonner, Jess and the Bonner Associates planned with Monaker in or around May 2020 whereby Bonner would secretly obtain, directly or indirectly, a majority interest in the Company to sell to Monaker in exchange for a significant number of Monaker shares for him and his affiliates. On November 18, 2020, Monaker announced it has acquired 71,993,358 Shares of the Company from Uniq Ventures Ltd., Uniq Other Vendors, Cern One Limited, CC Asia Pacific Ventures Ltd. and Michael Bonner. The transfers of 71,993,358 Shares of the Company to Monaker, if completed, were in breach of the Management Cease Trade Order and/or Cease Trade Order and the Securities Act . The Company continues to participate in the determination of actual ownership of these shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company, which were, to any substantial degree, performed by persons other than the directors or executive officers of the Company.

CORPORATE GOVERNANCE

General

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) of the Canadian Securities Administrators, prescribes certain disclosure by the Company of its corporate governance practices. Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the Shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognize the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

The Board facilitates its exercise of independent supervision over management by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board requires management to provide complete and accurate information with respect to the Company’s activities and to provide relevant information concerning the industry in which the Company operates in order to identify and manage risks. The Board also holds periodic meetings to discuss the operation of the Company.

Messrs. Willey and Prapakamol are “independent” in that they are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the director’s ability to act with the best interests of the Company, other than the interests and relationships arising as Shareholders.

John Todd Bonner, the former Chief Executive Officer of the Company during a portion of 2020, and

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Grant Kim, the Executive Director of the Company and then the Interim CEO for a portion of 2020, and Yasuyo Yamazaki, the Executive Chairman of the Company, are not “independent” because they were or are executive officers of the Company during the period in question.

Directorships

The following table sets out information regarding other directorships presently held by directors of the Company with other reporting issuers (or the equivalent) in Canada or any foreign jurisdiction:

Name of Director	Names of Other Reporting Issuers	Exchange
Yasuyo Yamazaki	None	N/A
John Todd Bonner	None	N/A
Grant Kim	Drummond Ventures Corp.	TSXV
Stephen Willey	None	N/A
Mana Prapakamol	None	N/A

Orientation and Continuing Education

The Board, with assistance from the Governance Committee (See “ Corporate Governance – Nomination of Directors ” below, for more information), briefs all new directors with respect to the policies of the Board and other relevant corporate and business information. Recommendations regarding continuing education for all directors and committee members is mandated to the Governance Committee. Presently, the Company does not have a formal continuing education program.

Ethical Business Conduct

The Board has not adopted a written ethical business code of conduct for directors, officers and employees. However, the Board believes 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, are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Company’s Governance Committee consists of Yasuyo Yamazaki, Grant Kim and Stephen Willey. The Governance Committee is responsible for developing governance principles and guidelines for the Company, identifying and recommending candidates for election or appointment to the Board, reviewing the Company’s process for orientation, and assessing the Board, its committees and the directors. On July 22, 2016, the Board adopted a formal charter which sets out the duties and responsibilities of the Governance Committee. Shareholders may contact the Company by mail at its office at Suite 1400 - 400 Burrard Street, Vancouver British Columbia V6C 3A6, to request a copy.

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Compensation

The Compensation Committee assists the Board in fulfilling its obligations relating to compensation, recruitment, retention, termination and incentive policies and procedures for the executive directors and officers of the Company. On July 22, 2016, the Board adopted a formal charter which sets out the duties and responsibilities of the Compensation Committee. Shareholders may contact the Company by mail at its office at Suite 1400 - 400 Burrard Street, Vancouver British Columbia V6C 3A6, to request a copy.

Other Board Committees

The Company also has an Audit Committee and an Investment Committee. The purpose of the Investment Committee is to provide investors with long-term capital growth by investing in a portfolio of undervalued internet technologies investment opportunities. The Investment Committee charter was attached as Schedule “D” to the Company’s filing statement dated April 25, 2016, which is available on SEDAR at www.sedar.com. Shareholders may also contact the Company by mail c/o Boughton Law Corporation at 7F/ 595 Burrard Street, Vancouver, B.C., Canada to request a copy.

Assessments

The Board regularly monitors the adequacy and effectiveness of information given to directors, communications between the Board and management, and the strategic direction and processes of the Board and its committees.

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

Except as disclosed elsewhere in this Information Circular, no director or executive officer of the Company who was a director or executive officer since the beginning of the Company’s last financial year, no nominee for election as a director of the Company, and no associate or affiliate of any such director, officer or nominee, has any material interest, direct or indirect, by way of beneficial ownership of Shares or other securities in the Company or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.

Directors, executive officers, nominees for election as director of the Company may be interested in the ratification of the Plan, pursuant to which they may be granted stock options. See “ Particulars of Other Matters to be Acted Upon – Ratification of the Stock Option Plan ” below, for more information.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Ratification of the Stock Option Plan

The Plan is a “rolling” stock option plan, whereby the maximum number of Shares that may be reserved for issuance pursuant to the exercise of options is 10% of the issued Shares and, as such, will increase with the issuance of additional Shares. The TSXV requires listed companies that have a “rolling” stock option plan in place to receive shareholder approval of such plan on a yearly basis at the company’s annual meeting. Accordingly, Shareholders will be asked at the Meeting to ratify and approve the Plan. The Plan complies with the current policies of the TSXV.

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The purpose of the Plan is to advance the interests of the Company and its Shareholders by attracting, retaining and motivating selected directors, officers, employees, consultants and management company employees of the Company of high caliber and potential, and to encourage and enable such persons to acquire an ownership interest in the Company.

The following information is intended as a brief description of the Plan and is qualified in its entirety by the full text of the Plan, which is attached as Schedule “B” to the Company’s information circular dated June 22, 2016, which is available under the Company’s profile on SEDAR at www.sedar.com:

1. The Board shall establish the exercise price at the time each option is granted, subject to the following conditions:

2. (a) if the Shares are listed on the TSXV, the exercise price will not be less than the minimum prevailing price permitted by TSXV policies;

3. (b) if the Shares are not listed, posted and trading on any stock exchange or quoted on any quotation system, then the exercise price will be determined by the Board at the time of granting;

4. (c) if an option is granted within 90 days of a distribution by a prospectus by the Company, the exercise price will not be less than the price that is the greater of the minimum prevailing price permitted by TSXV policies and the per share price paid by public investors for Shares acquired under the distribution by the prospectus, with the 90 day period beginning on the date a final receipt is issued for the prospectus; and

5. (d) in all other cases, the exercise price shall be determined in accordance with the rules and regulations of any applicable regulatory bodies.

6. Upon expiry of an option, or in the event an option is otherwise terminated for any reason, without having been exercised in full, the number of Shares in respect of the expired or terminated option shall again be available for a grant under the Plan.

7. No option granted under the Plan may have an expiry date exceeding ten years from the date on which the option is granted (unless automatically extended as a result of a blackout period as described below).

8. The expiry date of each option will be automatically extended if the expiry date falls within a period during which the Company prohibits optionees from exercising their options, provided that:

9. (a) the blackout period has been formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as defined in the policies of the TSXV). For greater certainty, in the absence of the Company formally imposing a blackout period, the expiry date of any options will not be automatically extended in any circumstances;

10. (b) the blackout period expires upon the general disclosure of the undisclosed Material Information and the expiry date of the affected options is extended to no later than ten (10) business days after the expiry of the blackout period; and

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12. (c) the automatic extension will not be permitted where the optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.

13. Options granted to any one individual in any 12 month period cannot exceed more than 5% of the issued Shares, unless the Company has obtained disinterested shareholder approval.

14. Options granted to any one consultant in any 12 month period cannot exceed more than 2% of the issued Shares, without the prior consent of the TSXV.

15. Options granted to all persons, in aggregate, conducting investor relations activities in any 12 month period cannot exceed more than 2% of the issued Shares, without the prior consent of the TSXV.

16. Options issued to optionees performing investor relations activities will vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

17. If a director, employee or consultant of the Company is terminated for cause, then any option granted to the option holder will terminate immediately upon the option holder ceasing to be a director, employee, or consultant of the Company by reason of termination for cause.

18. If an option holder ceases to be a director, employee or consultant of the Company (other than by reason of death, disability or termination of services for cause), or if an optionee resigns, as the case may be, then any option granted to the holder that had vested and was exercisable on the date of termination will expire on the earlier of the expiry date and the date that is 90 days following the date that the holder ceases to be a director, employee or service provider of the Company.

19. If the engagement of an option holder engaged in investor relations activities as a consultant is terminated for any reason other than cause, disability or death, any option granted to such holder that was exercisable and had vested on the date of termination will be exercisable until the earlier of the expiry date and the date that is 30 days after the effective date of the holder ceasing to be a consultant.

20. If an option holder dies, the holder’s lawful personal representatives, heirs or executors may exercise any option granted to the holder that had vested and was exercisable on the date of death until the earlier of the expiry date and one year after the date of death of the holder.

21. If an option holder ceases to be a director, employee or consultant of the Company as a result of a disability, the holder may exercise any option granted to the holder that had vested and was exercisable on the date of disability until the earlier of the expiry date and one year after the date of disability.

22. Options granted to directors, employees or consultants will vest when granted unless determined by the Board on a case by case basis, other than options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

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24. The Plan will be administered by the Board who will have the full authority and sole discretion to grant options under the Plan to any eligible party, including themselves.

25. Options granted under the Plan shall not be assignable or transferable by an option holder.

26. The Board may from time to time, subject to regulatory or shareholder approval, amend or revise the terms of the Plan.

The Plan provides that other terms and conditions may be attached to a particular option at the discretion of the Board.

Upon request, the Company will promptly provide a copy of the Plan free of charge to a Shareholder. A Shareholder may contact the Company by mail at its office at 1400 - 400 Burrard Street, Vancouver British Columbia V6C 3A6 to request a copy.

At the Meeting, Shareholders will be asked to approve the following ordinary resolution (the “ Plan Resolution ”), which must be approved by at least a majority of the votes cast by Shareholders, represented in person or by proxy, who vote in respect of the Plan Resolution:

“RESOLVED, as an ordinary resolution of the shareholders of Axion Ventures Inc. (the ” Company ”), that:

1. The Company’s Stock Option Plan (the “ Plan ”) as described in the Company’s information circular dated March 22, 2021, including the reservation for issuance under the Plan at any time of a maximum of 10% of the issued common shares of the Company, be and is hereby ratified, confirmed and approved, subject to the acceptance of the Plan by the TSX Venture Exchange (the “ Exchange ”);

2. The Board be authorized in its absolute discretion to administer the Plan and amend or modify the Plan in accordance with its terms and conditions and with the policies of the Exchange; and

3. Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the Plan required by the Exchange or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the Plan.”

The form of the Plan Resolution set forth above is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the Plan Resolution.

Management of the Company recommends that Shareholders vote in favour of the Plan Resolution at the Meeting.

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ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Shareholders may contact the Company by mail c/o Boughton Law Corporation at 7F/ 595 Burrard Street, Vancouver, B.C., Canada, to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the ” MD&A ”). Financial information is provided in the Company’s comparative annual financial statements and MD&A for its most recently completed financial year and in the financial statements and MD&A for subsequent financial periods, which are available at www.sedar.com.

OTHER MATTERS

Other than the above, management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each Shareholder entitled thereto and to the appropriate regulatory agencies has been authorized, by the Board.

Dated at Vancouver, British Columbia as of this 22nd day of March, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS OF

AXION VENTURES INC.

/s/ Grant Kim

Grant Kim Interim Chief Executive Officer and Director

Appendix A

Audit Committee Charter

1. MANDATE

The audit committee will assist the board of directors of the Company (the “ Board ”) in fulfilling its financial oversight responsibilities. The committee will review and consider, in consultation with the Company’s external auditors, the financial reporting process, the system of internal control over financial reporting and the audit process. In performing its duties, the audit committee will maintain effective working relationships with the Board, management and the external auditors. To effectively perform his or her role, each committee member must obtain an understanding of the principal responsibilities of committee membership as well as the Company’s business, operations and risks.

2. COMPOSITION

The Board will appoint, from among their membership, an audit committee after each annual meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the audit committee must be “independent” (as defined in Sec. 1.4 of National Instrument 52-110 (Audit Committees)) (“ NI 52-110 ”).

2.2 Expertise of Committee Members

A majority of the members of the audit committee must be “financially literate” (as defined in Sec. 1.6 of NI 52-110) or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee must have accounting or related financial management expertise.

3. MEETINGS

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.

4. ROLES AND RESPONSIBILITIES

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, or performing other audit, review or attestation services, including the resolution of disagreements between management and the external auditors regarding financial reporting. In carrying out this duty, the audit committee shall:

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• (a) recommend to the Board that the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attestation services for the Company;

• (b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

• (c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

• (d) review and recommend to the Board the compensation to be paid to the external auditors;

• (e) review and confirm the independence of the external auditors by reviewing the nonaudit services provided and the external auditors’ assertion of their independence in accordance with professional standards; and

• (f) review and approve the Company’s hiring policies regarding partners and employees, and former partners and employees, of the present and former external auditor of the Company.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the audit committee shall:

• (a) evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

• (b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information of the Company prior to their release to the public. In carrying out this duty, the audit committee shall:

General

• (a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions;

• (b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate;

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Annual Financial Statements

• (c) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;

• (d) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered;

• (e) review management’s discussion & analysis respecting the annual reporting period prior to its release to the public;

Interim Financial Statements

• (f) review and approve the interim financial statements prior to their release to the public;

• (g) review management’s discussion & analysis respecting the interim reporting period prior to its release to the public; and

Release of Financial Information

• (h) where reasonably possible, review and approve all public disclosure containing financial information, including news releases, prior to release to the public. An audit committee must be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, and must periodically assess the adequacy of those procedures.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.

Delegation of Authority

• (a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

• (b) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

• (i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total

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amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

• (ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

• (c) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

• (i) the pre-approval policies and procedures are detailed as to the particular service;

• (ii) the audit committee is informed of each non-audit service; and

• (iii) the procedures do not include delegation of the audit committee’s responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

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

• (b) establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

• (c) ensure that significant findings and recommendations made by management and the external auditor are received and discussed on a timely basis;

• (d) review the policies and procedures in effect for considering officers’ expenses and perquisites;

• (e) perform other oversight functions as requested by the Board; and

• (f) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about committee activities and make appropriate recommendations.

5. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

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The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

• (a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

• (b) set and pay the compensation for any advisors employed by the audit committee; and

• (c) communicate directly with the internal and external auditors.

6. GUIDANCE – ROLES & RESPONSIBILITIES

The audit committee should consider undertaking the actions described in the following guidance, which is intended to provide the audit committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

• (a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities,

• (b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown, and

• (c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management;

6.2 Financial Reporting

General

• (a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements,

• (b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks,

• (c) understand industry best practices and the Company’s adoption of them;

Annual Financial Statements

• (d) review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

• (e) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

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• (f) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

• (g) consider management’s handling of proposed audit adjustments identified by the external auditors;

• (h) ensure that the external auditors communicate all required matters to the committee;

Interim Financial Statements

• (i) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

• (j) meet with management and the auditors, either telephonically or in person, to review the interim financial statements;

• (k) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

• (i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

• (ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the Company’s operations and financing practices;

• (iii) generally accepted accounting principles have been consistently applied;

• (iv) there are any actual or proposed changes in accounting or financial reporting practices;

• (v) there are any significant or unusual events or transactions;

• (vi) the Company’s financial and operating controls are functioning effectively;

• (vii) the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

• (viii) the interim financial statements contain adequate and appropriate disclosures;

6.3 Compliance with Laws and Regulations

• (a) periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

• (b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements;

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• (c) review the findings of any examinations by securities regulatory authorities and stock exchanges; and

6.4 Other Responsibilities

(a) review, with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.