Bluewater Acquisition Corp. — AGM Information 2020

Nov 6, 2020

BLUEWATER ACQUISITION CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BLUEWATER ACQUISITION CORP.

TO BE HELD ON November 25, 2020

and

MANAGEMENT INFORMATION CIRCULAR DATED October 22, 2020

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

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BLUEWATER ACQUISITION CORP.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2020

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Bluewater Acquisition Corp. (the “ Corporation ”) will be held at the office of Nerland Lindsey LLP, at 1400, 350 – 7[th] Avenue S.W., Calgary, Alberta T2P 3N9, at 2:00 p.m. (Calgary time) on November 25, 2020, for the following purposes:

1. to receive the audited financial statements of the Corporation as at and for the financial year ended May 31, 2020, together with the notes thereto and the auditors’ report thereon;

2. to fix the number of directors to be elected at the Meeting at six (6);

3. to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed;

4. to approve the appointment of MNP LLP as auditors of the Corporation for the ensuing year at such remuneration as may be determined by the Board;

6. to approve the stock option plan of the Corporation;

7. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the accompanying Management Information Circular.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is October 26, 2020.

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to the Corporation’s transfer agent, Odyssey Trust Company, 1230, 300 – 5[th] Avenue SW, Calgary, AB, T2P 3C4 (Attention: Proxy Department) in the enclosed self-addressed envelope not later than 2:00 p.m. (Calgary time) on November 23, 2020 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Management Information Circular carefully before submitting the proxy form.

DATED this 22nd of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF BLUEWATER ACQUISITION CORP.

(signed) “ Mihalis Sapountzoglou”

Mihalis Sapountzoglou”

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BLUEWATER ACQUISITION CORP.

ANNUAL GENERAL AND MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2020

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (this “ Information Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Bluewater Acquisition Corp. (the “ Corporation ”) in connection with the solicitation of proxies by the management of the Corporation for use at the annual general and meeting (the “ Meeting ”) of Shareholders to be held at the offices of Nerland Lindsey LLP, at 1400, 350 – 7 Ave S.W, Calgary, Alberta T2P 3N9, at 2:00 p.m. (Calgary time) on November 25, 2020, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “ Notice of Meeting ”).

The information contained herein is given as of May 31, 2020, except where otherwise indicated. Enclosed herewith is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an “ Intermediary ”), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Corporation. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

This Information Circular and other proxy-related materials are not being sent to registered or beneficial owners using the Notice-and-Access procedures contained in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . The Corporation has determined not to deliver the proxy solicitation materials directory to the non-objecting Beneficial Shareholders (“ NOBOs ”).

The Corporation does not intend to pay for intermediaries to deliver proxy-related materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the objecting beneficial owners of Common Shares (“ OBOs ”) and as such, OBOs will not receive such materials unless their intermediary assumes the costs thereof (OBOS and NOBOs are herein collectively referred to as the “ Non-Registered Shareholders ”). See also “Proxy Related Information – Advice to Non-Registered Shareholders” in this Information Circular.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their proper form of proxy to the Corporation’s transfer agent, Odyssey Trust Company, 1230, 300 - 5th Avenue SW, Calgary AB T2P 3C4, Attention: Proxy Department (the “ Transfer Agent ”), in the enclosed self-addressed envelope. In order to be valid, proxies must be received by the Transfer Agent at least forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays in Alberta, prior to the Meeting or any adjournments or postponements thereof. A proxy must be executed by the Shareholder or by his duly appointed attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

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Registered Shareholders may use the internet http://odysseytrust.com/Transfer-Agent/Login to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the time of the Meeting or any adjournment or postponement thereof. The internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Corporation may refuse to recognize any instrument of proxy deposited in writing or by the internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation and each is a management designee (collectively, the “Management Designees”). Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent him/her or it at the Meeting other than the Management Designees. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the completed proxy to the Transfer Agent, at the place and within the time specified above for the deposit of proxies.

Revocability of Proxy

A Shareholder who has given a proxy has the power to revoke it at any time prior to the exercise thereof. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing signed by the Shareholder or by the Shareholder’s attorney authorized in writing, and either delivered to the Transfer Agent at the place specified above at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof, or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

Exercise of Discretion with Respect to Proxies

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting, by ballot or otherwise, in accordance with the indicated instructions. In the absence of any such direction, such shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any amendment or variation to matters identified in the Notice of Meeting or proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment of postponement thereof, it is the intention of the Management Designees, if named as proxyholder, to vote such proxies in accordance with their best judgment. Unless otherwise stated, the Common Shares represented by the enclosed proxy will be voted in favour of the election of nominees set forth in this Information Circular. As of the date of this Information Circular, management of the Corporation is not aware of any amendments, variations or other matters to come before the Meeting.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Common Shares in their own name. Non-Registered Shareholders are advised that only proxies from Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in most cases those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. In Canada, such Common Shares will likely be registered

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under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms).

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

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form 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.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without nominal or par value and an unlimited number of non-voting preferred shares (“ Preferred Shares ”) without nominal or par value and issuable in series. As at the date of this Information Circular, there are 7,716,500 Common Shares and no Preferred Shares issued and outstanding. Shareholders on the Record Date are entitled to receive notice of and attend and vote at the Meeting.

On a show of hands, every Shareholder present in person or represented by proxy (and entitled to vote) has one (1) vote. On a poll or ballot, every Shareholder present in person or by proxy has one (1) vote for each Common Share held.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is October 26, 2020 (the “ Record Date ”).

Only Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. To the extent a Shareholder transfers the ownership of any of its Common Shares after the Record Date and the transferee of those Common Shares establishes that it owns such Common Shares and requests, at least ten days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, such transferee shall be entitled to vote such Common Shares at the Meeting.

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Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular.

Quorum

Under the by-laws of the Corporation, a quorum of Shareholders is present at the Meeting if at least two (2) individuals are present in person, each of whom is entitled to vote at the Meeting, and who hold or represent by proxy in the aggregate not less than 5% of the total number of shares entitled to be voted at the Meeting. If any share entitled to be voted at a meeting of Shareholders is held by two or more persons jointly, the persons or those of them who attend the Meeting of Shareholders constitute only one Shareholder for the purpose of determining whether a quorum of Shareholders is present.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Corporation at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the appointment of auditors of the Corporation.

Certain directors and officers of the Corporation hold Options (as defined herein) pursuant to the Option Plan (as defined herein).

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors of the Corporation (the “ Board ”), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

A. ORDINARY BUSINESS

1. Financial Statements

At the Meeting, the audited financial statements of the Corporation for the financial year ended May 31, 2020 together with the notes thereto and the auditors’ report thereon (the “ Financial Statements ”) will be presented. No vote by the Shareholders with respect to the Financial Statements is required or proposed to be taken.

2. Fixing the Number of Directors

The Board presently consists of six (6) directors, each of whose term expires at the Meeting. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution fixing the number of directors to be elected at the Meeting at six (6).

In order to be effective, the ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the resolution fixing the number of directors to be elected at the Meeting at six (6).

3. Election of Directors

The Corporation currently has six (6) directors, all of whom are being nominated for re-election. At the Meeting, Shareholders will be asked to re-elect the six (6) nominees set forth in the table below as directors of the Corporation, to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed. Each of the nominees, if elected as a director of the Corporation, will hold office until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed or his or her office is vacated earlier in accordance with the

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articles of the Corporation. Each director nominee will be elected on an individual basis and not as a member of a slate.

The following table sets forth a brief description of the nominees, including the name and province or state and country of residence of each of the nominees, the date each first became a director of the Corporation, their principal occupation during the past five years and the number of Common Shares beneficially owned, or controlled or directed, directly or indirectly, by each of the nominees as of the date of this Information Circular. The information contained herein is based upon information furnished by the respective nominees.

			Common Shares
			Beneficially Owned,
Name and Province or	Offices Held and		or Controlled or
State and Country of Residence	Time as Director or Officer	Principal Occupation for Past Five Years	Directed, Directly or Indirectly(1)
Fotis Giannakoulis	Director, since May 1,	Independent businessman. Prior thereto Lead	0
New York, USA	2020	Maritime Analyst at Morgan Stanley.
Maurice Levesque	Director since March	Chairman and Chief Executive Officer of Qwest	100,000
Alberta, Canada	13, 2018	Investment Management Corp., an investment
		fund manager
Eric McFadden(2)	Director since March	Independent businessman. Prior thereto, Vice	300,000
Alberta, Canada	13, 2018	President, Capital Markets and Business
		Development at Eagle Energy Inc., an oil and gas
		company.
Victor Therrien(2)	Director since March	Chief Executive Officer of AlphaDelta	100,000
British Columbia,	13, 2018	Management Corp., an investment fund manager.
Canada
Mihalis	Director and Chief	Director, Flagship Navigations Ltd., a	600,000
SapountzoglouMonte	Financial Officer since	commercial ship management company. Prior
Carlo, Monaco	March 13, 2018	thereto, Finance Director, Metrostar Management
		Corp., a shipping company.
Antonios Backos	Director since	Executive Director of AB Management LLC, a	0
Pennsylvania, USA	November 1, 2018	private consulting firm providing transactional
		advisory services in multiple sectors, including
		shipping. Former Senior Vice President for
		Corporate Development, General Counsel and
		Secretary of Pyxis Tankers Inc., a product tanker
		company listed on NASDAQ.

Notes:

(1) Information as to the number of Common Shares beneficially owner or over which they exercise control or direction, has been furnished by the respective nominees.

(2) Member of the audit committee of the Corporation.

In order to be effective, the ordinary resolution in respect of the election of each nominee director must be passed by not less than a majority of the votes cast by Shareholders who vote in respect of this ordinary resolution. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the election of each nominee set forth in the table above as directors of the Corporation.

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the

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Corporation), that while such person was acting in that capacity, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, or after such persons ceased to be a director, chief executive officer or chief financial officer of the company, was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while acting in such capacity.

Bankruptcies

To the knowledge of the Corporation none of those persons who are proposed directors of the Corporation is, or has been within the past 10 years, a director or executive officer of any company, including the Corporation, that, while such 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 has, within the past 10 years, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

Penalties and Sanctions

To the knowledge of the Corporation, no proposed director of the Corporation (nor any personal holding company of any of such persons) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

4. Appointment of Auditors

At the Meeting, Shareholders will be asked to approve an ordinary resolution approving the appointment of MNP LLP (“ MNP ”), Chartered Professional Accountants of Calgary, Alberta, as the auditors of the Corporation, to hold office for the ensuing year until the close of the next annual meeting of Shareholders or until MNP is removed from office or resigns, at a remuneration to be fixed by the Board. MNP has been the auditors of the Corporation since May 31, 2018.

In order to be effective, the ordinary resolution appointing MNP as auditors of the Corporation and to fix their remuneration must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote IN FAVOUR of the resolution appointing MNP as auditor for the Corporation for the next ensuing year at a remuneration to be set by the Board.

5. Approval of the Option Plan

The Corporation has adopted an incentive stock option plan (the “ Option Plan ”), substantially in the form attached hereto as Schedule “B”, which provides that the Board may from time to time, in its discretion, and in accordance with the requirements of the TSX Venture Exchange (the “ TSXV ”), grant to directors, officers, employees and consultants to the Corporation, non-transferable options (“ Options ”) to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed ten percent (10%) of the issued and outstanding Common Shares. However, other than in connection with a “ Qualifying Transaction ”, as such term is defined in the policies of the TSXV, during the time that the Corporation is a capital pool company (“ CPC ”), the aggregate number of Common Shares issuable upon exercise of all Options granted under the Option Plan shall not exceed ten percent (10%) of the Common Shares of the Corporation issued and outstanding at the closing of the Corporation’s initial public offering. Such Options will be exercisable for a period of up to ten (10) years from the date of grant, subject to extension in certain circumstances where the expiry date occurs within a “blackout period”. In connection with the foregoing, the number of Common Shares reserved for issuance to: (a) any individual will not exceed 5% of the issued and outstanding Common Shares; and (b) all consultants will not exceed 2% of the issued and outstanding Common Shares. In addition, the Option Plan provides that no more than 5% of the issued shares of the Corporation will be granted to any individual in any 12 month period unless the Corporation has obtained disinterested shareholder

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approval in respect of such grant and meets applicable TSXV requirements; no more than 2% of the issued shares of the Corporation will be granted to any one consultant in any 12 month period; and no more than an aggregate of 2% of the issued shares of the Corporation will be granted to an employee conducting investor relations activities in any twelve (12) month period.

The Corporation, as long as it is a CPC, will not grant Options to any person providing investor relations activities, promotional or market-making services. In the event that a director, officer, technical consultant or employee does not continue on with the Corporation following completion of its Qualifying Transaction, options must be exercised within the greater of twelve (12) months after the completion of a Qualifying Transaction and ninety (90) days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Option may be exercised within a maximum period of one year after such death, subject to the expiry date of such Option. Any Common Shares acquired pursuant to the exercise of Options under the Option Plan prior to completion of a Qualifying Transaction must be deposited in escrow and will be subject to escrow until the final TSXV bulletin is issued.

As of the date hereon, employees, consultants, directors and officers hold in aggregate 771,650 Options pursuant to the Option Plan. As of the date hereof there are nil Options to purchase Common Shares currently available for future grants.

Pursuant to the policies of the TSXV, stock option plans which reserve for issuance up to ten per cent (10%) of a listed company’s shares must be approved annually by shareholders of the listed corporation. This approval is being sought at the Meeting.

At the Meeting, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, an ordinary resolution approving the Option Plan. In order to be effective, the ordinary resolution must be approved by a simple majority of the votes cast at the Meeting by the Shareholders voting in person or by proxy. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote FOR of the resolution approving the Option Plan for the ensuing year.

B. OTHER BUSINESS

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting . If other matters come before the Meeting, it is the intention of the Management Designees to vote in respect of the same in accordance with their best judgment in such matters .

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation, Excluding Securities

Securities legislation requires the disclosure of compensation received by each Named Executive Officer, as that term is defined in Form 51-102F6 Statement of Executive Compensation , of the Corporation for the two most recently completed financial years. The Corporation is currently a CPC and, pursuant to Policy 2.4 of the TSXV, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options pursuant to the Option Plan. None of the Corporation’s Named Executive Officers or directors received compensation from the Corporation during the two most recently completed financial years.

Stock Options and Other Compensation Securities

Securities legislation requires the disclosure of compensation securities received or exercised during the Corporation’s most recently completed financial year for the directors of the Corporation and the Named Executive Officers, namely, Mihalis Sapountzoglou, Chief Financial Officer President and Chief Executive Officer, Antonios Backos, Chief Operating Office and Glenn Warkentin, Corporate Secretary. No compensation securities were granted or issued to the Corporation’s Named Executive Officers or directors by the Corporation during the most recently completed financial year. No compensation securities were exercised by the Corporation’s Named Executive Officers or directors during the most recently completed financial year.

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		Number of
		compensation
		securities,			Closing	Closing
		number of			price of	price of
		underlying			security or	security or
		securities,		Issue,	underlying	underlying
	Type of	and	Date of	conversion	security on	security at
Name and	Compensation	percentage of	issue of	or exercise	date of	year end	Expiry
Position	security	class(1)	grant	price ($)	grant ($)(2)	($)(3)	Date
Mihalis	Options	132,241	November	$0.10	$0.10	$0.03	November
Sapountzoglou		1.71%	1, 2018				1, 2028
Director,
President,
Chief
Executive
Officer, Chief
Financial
Officer
Maurice	Options	48,139	November	$0.10	$0.10	$0. 03	November
Levesque		0.62%	1, 2018				1, 2028
Director
Eric	Options	70,553	November	$0.10	$0.10	$0. 03	November
McFadden		0.91%	1, 2018				1, 2028
Director
Victor Therrion	Options	48,139	November	$0.10	$0.10	$0. 03	November
Director		0.62%	1, 2018				1, 2028
Antonios	Options	121,650	November	$0.10	$0.10	$0. 03	November
Backos		1.58%	1, 2018				1, 2028
Director, Chief
Operating
Officer
Robert Kagel	Options	104,173	November	$0.10	$0.10	$0. 03	November
Vice President		1.35%	1, 2018				1, 2028
Glenn	Options	114,514	November	$0.10	$0.10	$0. 03	November
Warkentin		1.48%	1, 2018				1, 2028
Secretary
Notes:

• (1) Percentages are expressed on an undiluted basis.

• (2) Options were granted on November 1, 2018 in connection with the closing of the Corporation’s initial public offering, pursuant to which Common Shares were issued at $0.10 per Common Share.

• (4) The closing price of the Corporation’s Common Shares on May 31, 2020, being the Corporation’s year end, was $0. 03 per Common Share.

• (4) In addition to the Options held by each director and Named Executive Officer listed above, each director and Named Executive Officer owned the following as of May 31, 2020, being the last day of the most recently completed financial year: (i) Eric McFadden held a total of 300,000 Common Shares; (i) Victor Therrien held a total of 100,000 Common Shares; (iii) Mihalis Sapountzoglou held a total of 600,000 Common Shares; (iv) Robert Kagel held a total of 600,000 Common Shares; and (v) Glenn Warkentin held a total of 600,000 Common Shares.

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Stock Option Plans and Other Incentive Plans

The Corporation has established an Option Plan for its directors, officers, employees and consultants. The number of authorized but unissued Common Shares that may be subject to Options granted to optionees under the Option Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. Rolling 10% stock options plans such as the Option Plan require annual Shareholder approval.

As of the date hereof: (i) the Corporation has 771,650 outstanding Options issued under the Option Plan, all of which have vested; and (ii) the Corporation currently has no Options available for further issuance under the Option Plan.

Oversight and Description of Director and Named Executive officer Compensation

The Board as a whole is responsible for determining the overall strategy of the Corporation and administering the Corporation’s executive compensation program. The Corporation chooses to issue Options to maintain a competitive position in the CPC marketplace and because it is the only permissible form of compensation that may be awarded to its directors and officers while it is a CPC.

The objective and purpose of any Option reward is to encourage the Corporation’s officers and directors to find a Qualifying Transaction that is in the best interest of the Shareholders. If a Qualifying Transaction is not successfully completed, or if one is completed that does not increase the value of the Common Shares during the term of the Option, the directors and officers will receive no benefit, or very little benefit, from any Options.

With respect to the grant of Options, the Chief Executive Officer of the Corporation recommends to the Board the individual equity incentive awards for each executive officer and director. The Board then takes these recommendations into consideration when making final decisions on compensation for those executive officers. The Board does not use formulas or benchmarks for each grant, but is restricted by the policies of the TSXV and the terms of the Option Plan in how many Options it may grant. Options under the Option Plan are awarded to executive officers by the Board based upon the level of responsibility and contribution of the individuals towards the Corporation’s goals and objectives. Previous grants of Options to a particular individual will be taken into account when considering future grants of Options to that particular individual.

Following the completion of a Qualifying Transaction by the Corporation, if any, it is anticipated that the Corporation will pay compensation to its directors and officers in accordance with industry standards, depending on the nature and size of the particular business that the Corporation acquires in connection with any Qualifying Transaction that it may complete.

Pension Plan Benefits

During the year ended May 31, 2020, the Corporation did not provide a defined benefit plan or actuarial plan for its employees, officers or directors.

Equity Compensation Plan Information

The following table sets forth information in respect of securities authorized for issuance under the Corporation’s equity compensation plans as at May 31, 2020.

	Number of Securities to be	Weighted-Average Exercise	Number of Securities
	Issued Upon Exercise of	Price of Outstanding	Remaining Available for
	Outstanding Options,	Options, Warrants and	Future Issuance Under
Plan Category	Warrants and Rights	Rights	Equity Compensation Plans
Equity compensation plans	771,650(1)(2)	$0.10(1)(2)	Nil(1)(3)
approved by the security
holders
Equity compensation plans	N/A	N/A	N/A

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not approved by security holders

Total 771,650[(1)(2)] N/A[(1)(2)] Nil[(1)(3)]

Notes:

• (1) The Option Plan is a “rolling” stock option plan which reserves for issuance a maximum of 10% of the issued and outstanding Common Shares at the time of the Option grant.

• (2) On November 1, 2018, upon completion of the Corporation’s initial public offering, the Corporation granted 650,000 Options to directors, officers and consultants of the Corporation with an exercise price of $0.10 per Common Share.

• (3) The Corporation currently has no Options available for further issuance under the Option Plan.

CORPORATE GOVERNANCE DISCLOSURE

General

The Board views effective corporate governance as an essential element for the effective and efficient operation of the Corporation. The Corporation believes that effective corporate governance improves corporate performance and benefits all of its Shareholders. The following statement of corporate governance practices sets out the Board’s review of the Corporation’s governance practices relative to National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 - Corporate Governance Guidelines .

Board of Directors

The Board is currently comprised of six members, 4 of which are independent within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees . The independent directors are Maurice Levesque, Eric McFadden, Victor Therrein and Fotis Giannakoulis. Antonios Backos and Mihalis Sapountzoglou, are not independent by virtue of being members of the Corporation’s management.

Directorships

The following table sets out the directors, officers and promoter(s) of the Corporation that are, or have been, within the past five years, directors, officers or promoters of other Issuers that are or were reporting issuers in any Canadian jurisdiction

	Name of		Name of
	Reporting		Exchange or
Name	Issuer	Position	Market	From	To
Maurice	ANB Canada	Chairman of the Board and	N/A	August 2016	Present
Levesque	Inc.	Chairman of Audit
Edmonton,		Committee
Alberta
	Imperial	Director, Chairman of the	TSXV	October 2009	Present
Director	Ginseng	Audit Committee and
	Products Ltd.	Executive Vice President
	Knightswood	Director and President	TSXV	June 2008	May 2017
	Financial Corp.
	Qwest 2013 &	Director	N/A	December 2015	December 2017
	Gas Flow-
	Through
	Limited
	Partnership

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	Name of		Name of
	Reporting		Exchange or
Name	Issuer	Position	Market	From	To
	The Flowr	Director, Chairman of the	N/A	December 2018	Present
	Corporation	nominating and Corporate
		Governance Committee,
		member of the Human
		Resources and
		Compensation Committee,
		member of the Audit
		Committee
	Qwest	Director		April 2006	Present
	Investment Fund
	Management
	Ltd.
	Qwest Funds	Director		April 2006	Present
	Corp.

Orientation and Continuing Education of Board Members

The Corporation currently does not have any formal orientation or continuing education programs in place for new directors, as there have been no changes in Board membership since incorporation. At such time as there is a change in the Board, this policy will be reviewed.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors pursuant to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restricts an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The size of the Board is reviewed annually when the Board considers the number of directors to recommend for election at the annual meeting of Shareholders. The Board takes into account the number of directors required to carry out the Board duties effectively, and to maintain a diversity of view and experience.

Compensation

The Board as a whole is responsible for determining the overall compensation strategy of the Corporation and administering the Corporations executive compensation program. The Corporation is currently a CPC and pursuant to Policy 2.4 of the TSXV, and until the Corporation completes a Qualifying Transaction, no compensation of any kind may be provided to the Corporation’s directors or officers, directly or indirectly, by any means, including payment of salary, other than compensation that may be provided by way of Options to purchase Common Shares in the Corporation pursuant to the Corporation’s Option Plan.

Other Board Committees

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

Assessments

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The Board monitors the adequacy of information given to directors, the communications between the Board and management and the strategic direction and processes of the Board and its Audit Committee, to satisfy itself that the Board, its Audit Committee and its individual directors are performing effectively.

AUDIT COMMITTEE

The following information is provided in accordance with Form 52-110F2 under NI 52-110.

Audit Committee Charter

The text of the Corporation’s Audit Committee Charter is set forth in Schedule “A” attached hereto.

Composition of the Audit Committee

The Audit Committee of the Board consists of Mihalis Sapountzoglou, Eric McFadden and Victor Therrien. Eric McFadden and Victor Therrien are “Independent” and all members of the Audit Committee are “Financially Literate”, as such terms are defined in NI 52-110. Mihalis Sapountzoglou, Chief Executive Officer of the Corporation, is not independent by virtue of being a member of the Corporation’s management.

Relevant Education and Experience of Audit Committee Members

Mr. Sapountzoglou – Monaco, Athens – Age: 59 – Director, President and Chief Executive Officer

Mr. Sapountzoglou has been involved in finance/capital markets and private equity in various leading positions for over 30 years. Mr. Sapountzoglou is founder and non-executive director of Flagship Navigations Ltd., a commercial ship management company that specializes in turnkey shipping projects, combining acquisition finance and project management. Since 2015, he is non-executive director and chairman of the Audit committee of ICI – REIC – Intercontinental International Real Estate Investment Company trading on the Athens Stock exchange and also a member of the Athex Composite. From 1994 to 2015 he was finance director for the Metrostar Group, a ship owning and management company, leading over 100 shipping acquisition transactions and shipbuilding projects. He was director of Deep Sea Metro, a JV company that built and managed 2 ultradeep water drill ships and led four separate bond issues raising over $1.2 billion. Between 2005 and 2014 he was non-executive director and member of various committees of Puricore plc, a specialty biopharmaceutical company that developed proprietary hypochlorous acid technology with novel immunomodulatory activity. Mr. Sapountzoglou started his career in trading and asset management for a private family office

Mr. McFadden – Canmore, Alberta – Age: 55 – Director

Mr. McFadden has broad management and financial experience and expertise across a number of industries including oil & gas, power, energy and industrial products distribution, specialty chemicals and energy marketing. Previously, Mr. McFadden was Vice President, Capital Markets and Business Development at Eagle Energy Inc., an oil and gas company. Prior to that position, he was Executive Vice President, Business Development at Superior Plus Corp., a conglomerate with holdings in energy distribution, specialty chemicals and industrial products distribution. Before that, he was CEO of several affiliated companies which developed, constructed and operated three windpower projects totalling 147 MW of capacity. Mr. McFadden also spent 14 years in investment banking at a major Canadian bank where his last position was Managing Director and Co-head of Investment Banking in Calgary. His financial expertise and experience includes equity IPO’s, project debt finance, derivatives, mergers and acquisitions and tax-driven structures.

Mr. Therrien – Vancouver, British Columbia – Age: 56 – Director

Mr. Therrien is the Chief Executive Officer of AlphaDelta Management Corp., an investment fund manager. Over the past 25 years, he has served in the following executive roles: Vice-President, Director for AGF / 2020 Group of Funds (Canada’s third largest mutual fund company), Executive Vice-President and Director (Canada), Director / Global Institutional Group at Brandes Investment Partners Ltd. (a global investment management firm), President and CEO at Therrien Woods & Co. (an investment council portfolio manager and limited market dealer) and Vice-President (Ontario) Richardson Partners Financial (Canada’s sixth largest brokerage firm). He has held positions on several executive

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committees, investment oversight committees and long-term strategic planning and product development committees. During his tenure, Mr. Therrien has raised over $15 billion in assets while developing and launching over 23 mutual funds and investment unit trusts. He is a director of AlphaDelta Management Corp. and Qwest Investment Funds Management Inc.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110, an exemption contained in subsection 6.1.1 of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services under the heading “ External Auditor ” of the Audit Committee Charter of the Corporation which is attached hereto as Schedule “A”.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years are set out below.

Financial Year Ending May 31, 2019 May 31, 2020	Audit Fees $19,350.95 $19,950.15	Audit Related Fees Nil Nil	Tax Fees Nil Nil	All Other Fees
				Nil Nil

Exemption

The Corporation is relying on the exemption set forth in Section 6.1 of NI 52-110.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, the Corporation is not aware of any indebtedness outstanding of any current or former director, executive officer or employee of the Corporation which is owing to the Corporation, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, entered into in connection with a purchase of securities or otherwise.

The Corporation is not aware of any individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, a proposed nominee for election as a director of the Corporation, or no associate of such persons who: (i) is or at any time since the beginning of the most recently completed financial year has been, indebted to the Corporation; or (ii) is indebted to another entity, which indebtedness 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 Corporation, entered into in connection with a purchase of securities or otherwise.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed elsewhere herein, none of the directors, executive officers, principal Shareholders, or informed persons (as defined in National Instrument 51-102), and no associate or affiliate of any of them, has or has had any

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material interest in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transactions which has materially affected or would materially affect the Corporation.

There are potential conflicts of interest to which the directors and officers of the Corporation will be subject in connection with the operations of the Corporation. Conflicts, if any, will be subject to the procedures and remedies available under the Canada Business Corporations Act (” CBCA ”). The CBCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided by the CBCA.

ADDITIONAL INFORMATION

Additional financial information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended May 31, 2020. Any request for these documents can be made by contacting the Secretary of the Corporation at 1400, 350 -7[th] Ave SW, Calgary, Alberta, T2P 3N9. Information relating to the Corporation can also be obtained on SEDAR under the Corporation’s profile at www.sedar.com.

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER OF BLUEWATER ACQUISITION CORP.

1. Mandate

The primary function of the audit committee (the “ Committee ”) is to assist the board of directors (the “ Board ”) of Bluewater Acquisition Corp. (the “ Company ”) in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. The Committee’s primary duties and responsibilities are to:

• (a) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;

• (b) review and appraise the performance of the Company’s external auditor;

• (c) provide an open avenue of communication among the Company’s auditor, financial and senior management and the Board; and

• (d) report regularly to the Board the results of its activities.

2. Composition

The Committee shall be comprised of a minimum three directors as determined by the Board, a majority of whom shall not be officers or employees of the Company or any of its affiliates. If the Company ceases to be a “venture issuer” (as that term is defined in Multilateral Instrument 52 - 110 – Audit Committees), then all of the members of the Committee shall be free from any material relationship with the Company that, in the opinion of the Board, would interfere with the exercise of their independent judgment as a member of the Committee.

If the Company ceases to be a venture issuer then all members of the Committee shall also have accounting or related financial management expertise. All members of the Committee should have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting or until their successors are duly elected. Unless a chairperson (“ Chair ”) is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

3. Meetings

The Committee shall meet a least once quarterly, or more frequently as circumstances dictate or as may be prescribed by securities regulatory requirements. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer of the Company and the external auditor of the Company in separate sessions.

4. Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

A. Documents/Reports - Review

• (a) review and update this Audit Committee Charter annually;

• (b) review the Company’s financial statements, MD&A and any annual and interim earnings press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the

external auditor; and

• (c) review regular summary reports of directors and officers expense account claims at least annually, establish and review approval policies for expense reports and, as required, request audits of expense claims and policies for expense approval and reimbursements. The Chair of the Committee will be responsible for approving the expense reports of the President and the Chief Executive Officer of the Company, and the Chief Executive Officer of the Company will be responsible for approving the expense reports of the directors and officers of the Company.

B. External Auditor

• (a) review annually, the performance of the external auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company;

• (b) obtain annually, a formal written statement of the external auditor setting forth all relationships between the external auditor and the Company;

• (c) review and discuss with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor;

• (d) take, or recommend that the Board, appropriate action to oversee the independence of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting;

• (e) recommend to the Board the selection and, where applicable, the replacement of the external auditor nominated annually for shareholder approval;

• (f) recommend to the Board the compensation to be paid to the external auditor;

• (g) at each meeting, where desired, consult with the external auditor, without the presence of management, about the quality of the Company’s accounting principles, internal controls and the completeness and accuracy of the Company’s financial statements;

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

• (i) review with management and the external auditor the audit plan for the year-end financial statements; and

• (j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company’s external auditor. The preapproval requirement is waived with respect to the provision of non-audit services if:

• i. the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditor during the fiscal year in which the non-audit services are provided,

• ii. such services were not recognized by the Company at the time of the engagement to be nonaudit services, and

• iii. such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

• C. Financial Reporting Processes

• (a) in consultation with the external auditor, review with management the integrity of the Company's financial reporting process, both internal and external;

• (b) consider the external auditor’s judgments about the quality and appropriateness of the Company’s

accounting principles as applied in its financial reporting;

• (c) consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditor and management;

• (d) review significant judgments made by management in the preparation of the financial statements and the view of the external auditor as to appropriateness of such judgments;

• (e) following completion of the annual audit, review separately with management and the external auditor any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information;

• (f) review any significant disagreement among management and the external auditor in connection with the preparation of the financial statements;

• (g) review with the external auditor and management the extent to which changes and improvements in financial or accounting practices have been implemented;

• (h) review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters;

• (i) review certification process;

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

• (k) establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

• (l) on at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or government agencies.

D. Authority

• (a) The Committee will have the authority to:

• i. review any related-party transactions;

• ii. engage independent counsel and other advisors as it determines necessary to carry out its duties;

• iii. set and pay compensation for any independent counsel and other advisors employed by the Committee;

• iv. communicate directly with the auditors; and

• v. conduct and authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel and other professionals to assist in the conduct of any investigation.

SCHEDULE “B”

STOCK OPTION PLAN OF BLUEWATER ACQUISITION CORP.

1.0 Purposes

• 1.1 The purposes of this Plan are to attract and retain Directors, Employees, and Consultants, and align the interests of the Directors, Employees, and Consultants with the interests of the Shareholders.

2.0 Administration

• 2.1 The Board shall administer this Plan and fix the terms of each Option.

• 2.2 The terms of each Option must comply with the requirements of the following:

• (a) this Plan;

• (b) Canadian Securities Legislation;

• (c) if the Common Shares are listed on the Exchange, but the Issuer has not yet completed a Qualifying Transaction, then Exchange Policy 2.4 Capital Pool Companies and Exchange Policy 4.4 Incentive Stock Options ; and

• (d) if the Common Shares are listed on the Exchange, and the Issuer has completed a Qualifying Transaction, then Exchange Policy 4.4 Incentive Stock Options .

3.0

Eligibility

• 3.1 The Optionee must be a Director, Employee, or Consultant at the time an Option is granted, in order to be eligible to receive the Option.

4.0 Common Shares Subject to Plan

• 4.1 The total number of Common Shares that the Issuer reserves pursuant to the exercise of Options must not exceed 10% of the outstanding Common Shares, calculated on the date that any Option is granted to an Optionee.

5.0 Participation Limits

• 5.1 The number of Common Shares reserved under option for issuance to any Optionee must not exceed 5% of the Common Shares outstanding, calculated on the date any Option is granted to the Optionee.

• 5.2 The total number of Options that the Issuer grants to any one Optionee, other than an Optionee that is a Consultant, in a 12-month period must not exceed 5% of the outstanding Common Shares, calculated on the date any Option is granted to the Optionee, calculated on the date any Option is granted to the Optionee.

• 5.3 The total number of Options that the Issuer grants to any one Optionee that is a Consultant in a 12-month period must not exceed 2% of the outstanding Common Shares, calculated on the date any Option is granted to the Optionee.

6.0 Exercise Price

• 6.1 If the Common Shares are not listed on the Exchange, then the minimum exercise price of each Option must not be less than $0.10.

• 6.2 If the Common Shares are listed on the Exchange, but the Issuer has not yet completed a Qualifying Transaction, then the minimum exercise price of each Option must not be less than the greater of $0.10 and the Discounted Market Price.

• 6.3 If the Common Shares are listed on the Exchange and the Issuer has completed a Qualifying Transaction, then the minimum exercise price of each Option must not be less than the Discounted Market Price.

7.0 Vesting

• 7.1 No Option may vest before the completion of the Qualifying Transaction.

8.0 Expiry Date

• 8.1 The expiry date of an Option must not be more than ten years after the grant date.

• 8.2 If an Optionee ceases to be a Director, Employee, or Consultant for any reason, other than death, then the Optionee may exercise any Option that has already vested at any time during the period that terminates on the later of the date that is (a) three months after such cessation; and (b) 12 months after the completion of the Qualifying Transaction.

• 8.3 If an Optionee dies, then any Option held by the Optionee will automatically vest, and the heirs or administrators of the Optionee may exercise the Option at any time during the period that terminates on the earlier of expiry date of the Option and the 12-month anniversary of the death of the Optionee.

• 8.4 Notwithstanding any other provision of this Plan, any Option that would expire during or within ten Business Days immediately following a Blackout Period will expire on the date that is ten Business Days immediately following the end of the Blackout Period.

9.0 Adjustment

• 9.1 If there is a stock consolidation, stock split, stock dividend, stock reclassification, exchange of shares, amalgamation, arrangement, spin-off, or distribution (other than normal cash dividends) of the assets of the Issuer to Shareholders, or any other change in the capital of the Issuer affecting the Common Shares, the Board will make such proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of preserving the value of the Options), and such adjustment will be conclusive and binding for all purposes.

10.0 Shareholder Approval

• 10.1 The Issuer must obtain Shareholder Approval of this Plan on an annual basis, at each annual meeting of the Shareholders at which Directors are to be elected.

11.0 Assignment

• 11.1 Each Option must be non-assignable and non-transferable.

12.0 Amendment to an Option

• 12.1 The Issuer may amend the terms of any Option on the condition that:

• (a) the amendment complies with Canadian Securities Legislation;

• (b) the amendment complies with Exchange Policy 4.4 Incentive Stock Options ; and

• (c) the Issuer obtains prior Exchange acceptance of the amendment (unless the amendment is to:

  • (i) reduce the total number of Common Shares reserved pursuant to the exercise of the Option;

  • (ii) increase the exercise price of the Option; or

  • (iii) cancel the Option;

in which case no Exchange acceptance will be required);

• (d) if the amendment is in respect of an Option held by an Insider, but excluding an amendment to extend the expiry date of an Option, the Issuer obtains Shareholder Approval;

• (e) if the amendment is to the exercise price of an Option, at least six months have elapsed since the later of the date that the Issuer granted the Option, the date that the Common Shares commenced trading on the Exchange, or the date that the exercise price of the Option was last amended;

• (f) if the amendment is to reduce the exercise price to the Discounted Market Price, the Exchange Hold Period is applied from the date of the amendment; and

• (g) if the amendment is to extend the expiry date of an Option:

• (i) the Option has been outstanding for at least one year before the extension; and

• (ii) the extension is treated as a grant of a new Option, and therefore the amended Option complies with the pricing and other requirements of Exchange 4.4 Incentive Stock Options as if it were a newly granted Option.

13.0 Amendment of this Plan

• 13.1 The Issuer may amend the terms of this Plan on the condition that:

• (a) it obtains prior Exchange acceptance of such amendment; and

• (b) it obtains prior Shareholder Approval of such amendment (unless the amendment is to:

  • (i) fix typographical errors; or

  • (ii) clarify existing provisions of the Plan that do not have the effect of altering the scope, nature, and intent of such provisions;

in which case no Shareholder Approval will be required.)

14.0 Disclosure

• 14.1 After the Common Shares are listed on the Exchange, then, except as stated in section 14.2, the Issuer shall disseminate a news release containing the information prescribed by Exchange Policy 4.4 Incentive Stock Options on the date it grants or amends the terms of any Option.

• 14.2 Notwithstanding section 14.1, the Issuer need not disseminate a news release disclosing the grant of an Options on the condition that the Option is granted to an Employee or Consultant that is not a Director or an officer of the Issuer or performing Investor Relations Activities, except where the grant constitutes a “material fact” or a “material change” under Canadian Securities Legislation.

15.0 Governing Law

• 15.1 The laws of the Province of Alberta, and the laws of Canada applicable in that province, excluding any rule or principle of conflicts of law that may provide otherwise, govern the interpretation of this Plan.

16.0 Definitions

• 16.1 In this Plan, the following definitions apply:

“ Blackout Period ” means, with respect to any Optionee, the period of time when, pursuant to any policies of the Issuer, securities of the Issuer may not be traded by such Optionee, including any period when such Optionee has material undisclosed information, but excluding any period during which a security commission or similar regulatory authority has halted trading in the securities of the Issuer.

“ Board ” means the board of directors of the Issuer.

“ Business Day ” means any day that is not a Saturday, a Sunday, or a general holiday under the Employment Standards Code (Alberta).

“ Common Shares ” means the common shares in the capital stock of the Issuer.

“ Consultant” means, in relation to the Issuer, an individual (other than a Director or Employee of the Issuer) or a Company that:

• (a) is engaged to provide on an ongoing bona fide basis, consulting, management, technical, or other services to the Issuer or any of its Subsidiaries, other than services provided in relation to a Distribution;

• (b) provides the services under a written contract between the Issuer or any of its Subsidiaries and the individual or the Company, as the case may be;

• (c) in the reasonable opinion of the Issuer, spends or will spend a significant amount of time and attention on the affairs and business of the Issuer or any of its Subsidiaries; and

• (d) has a relationship with the Issuer or any of its Subsidiaries that enables the individual or the Company to be knowledgeable about the business and affairs of the Issuer.

“ Director ” means a director of the Issuer or any of its Subsidiaries and any Company, all of whose securities are owned by such director.

“ Discounted Market Price ” means the Market Price less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per Common Share of $0.05):

Closing Price	Discount
Up to $0.50	25%
$0.51 to $2.00	20%
Above $2.00	10%

“ Distribution ” has the meaning ascribed to the term “distribution” in the Securities Act (Alberta), and generally refers to the sale of securities from the treasury of the Issuer.

“ Employee ” means:

• (a) an individual who is considered an employee of the Issuer or any of its Subsidiaries under the Income Tax Act (Canada) (and for whom income tax, employment insurance and Canadian Pension Plan deductions must be made at source), and any Company, all of whose securities are owned by such individual;

• (b) an individual who works full-time for the Issuer or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source, and any Company, all of whose securities are owned by such individual; or

• (c) an individual who works for the Issuer or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Issuer, but for whom income tax deductions are not made at source, and any Company, all of whose securities are owned by such individual.

“ Exchange ” means TSX Venture Exchange Inc.

“ Exchange Hold Period ” has the meaning ascribed to that term in Exchange Policy 1.1 Interpretation .

“ Insider ” means:

• (a) a Director or a senior officer of the Issuer;

• (b) a director or senior officer of a Company that is an Insider or Subsidiary of the Issuer;

• (c) an individual or a Company that beneficially owns or controls, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all of the outstanding Common Shares; or

• (d) the Issuer itself if it holds any of its own securities.

“ Investor Relations Activities ” means has the meaning ascribed to that term in Exchange Policy 1.1 Interpretation .

“ IPO ” means the initial public offering of the Common Shares pursuant to its first prospectus.

“ Issuer ” means Bluewater Acquisition Corp.

“ Market Price ” means the last closing price of the Common Shares before either the issuance of the news release or the filing of the price reservation form in the form of TSXV Form 4A required to fix the price at which the Common Shares are to be issued or deemed to be issued, except under the circumstances, where applicable, specified by the Exchange in Exchange Policy 1.1 Interpretation .

“ Option ” means an option to purchase Common Shares under this Plan.

“ Optionee ” means an individual or a Company to whom an Option is granted pursuant to this Plan.

“ Plan ” means this stock option plan dated August 14, 2018.

“ Qualifying Transaction ” has the meaning ascribed to that term in Exchange Policy 2.4 Capital Pool Companies .

“ Shareholder ” means a holder of Common Shares.

“ Shareholder Approval ” means a resolution passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution at a meeting of the Shareholders unless the resolution is in respect of an amendment to this Plan described in section 3.10(a) of Exchange Policy 4.4 Incentive Stock Options , in which case the term means a resolution passed by a majority of the votes cast by the disinterested Shareholders who voted in respect of that resolution at a meeting of the Shareholders.

• 16.2 A Company is a “ Subsidiary ” of the Issuer if the voting securities of that Company:

• (a) are held, other than by way of security only, by or for the benefit of the Issuer; and

• (b) if voted, entitle the Issuer to elect a majority of the directors of that Company.

This Plan was adopted by the Board on August 14, 2018.