BPLI Holdings Inc. — Proxy Solicitation & Information Statement 2021

Mar 3, 2021

BPLI HOLDINGS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on Tuesday, March 30, 2021

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed

PLAN OF ARRANGEMENT

involving

BPLI HOLDINGS INC., 12491125 CANADA INC., NAME 3 CAPITAL INC. and RIZBOLLO HOLDINGS LIMITED

February 25, 2021

RECOMMENDATION TO SHAREHOLDERS:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION

These materials are important and require your immediate attention. They require shareholders of BPLI Holdings Inc. to make important decisions. If you require assistance, please contact your financial, legal, tax or other professional advisors.

If you have any questions or require assistance in completing your form of proxy or voting instruction form, please contact the Corporation's transfer agent, Computershare Investor Services Inc., by telephone at 1-866-964-0498 (toll free in North America).

If you have any questions or require assistance in completing your letter of transmittal, please contact the Corporation's depositary for the Arrangement, Computershare Trust Company of Canada, by telephone at 1-800-564-6253 (toll free in North America).

BPLI HOLDINGS INC.

Dear Shareholders:

You are invited to attend the annual and special meeting of holders of common shares (the "Shareholders") of BPLI Holdings Inc. (the "Corporation") to be held at 18 Prescott Street, St. John's, Newfoundland and Labrador, on Tuesday, March 30, 2021 at 10:00 a.m. (Atlantic Time) (the "Meeting").

Out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 Pandemic, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a hybrid format. The Meeting will have a physical meeting location (18 Prescott Street, St. John's, Newfoundland and Labrador) and will permit limited in-person attendance (subject to compliance with all public health orders and protocols), but the Meeting will also permit Shareholders and duly appointed and registered proxyholders to participate virtually via live audio webcast online at https://web.lumiagm.com/289609788. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. We hope that hosting a hybrid meeting helps enable greater participation by our Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings. The accompanying management information circular (the "Circular") provides important and detailed instructions about how to participate at the Meeting.

At the Meeting, in addition to the usual annual meeting resolutions, Shareholders will be asked to approve a plan of arrangement (the "Plan of Arrangement") under the provisions of the Canada Business Corporations Act involving the Corporation, 12491125 Canada Inc. ("Acquisitionco"), Name 3 Capital Inc. ("Name 3"), Rizbollo Holdings Limited ("Rizbollo") and the Shareholders pursuant to which Acquisitionco will, among other things, acquire all of the issued common shares (the "Shares") of the Corporation not otherwise owned or controlled, directly or indirectly, by Derrick Rowe, Name 3, Emad Rizkalla or Rizbollo (other than some specifically excluded Shares) for cash. The Shares of Name 3 and Rizbollo will be acquired for common shares of Acquisitionco.

Each Share (other than Shares held by Name 3 and Rizbollo) will be acquired for \$0.23 in cash (the "Cash Consideration"). The Cash Consideration represents, approximately, a 46% premium to the average volume-weighted average price of the Shares on the TSX Venture Exchange for the 20 day period preceding the announcement of the Arrangement which occurred on February 2, 2021.

The Arrangement was unanimously recommended to the board of directors of the Corporation (the "Board") by a special committee of the Board composed entirely of independent directors (the "Special Committee"). The Special Committee is comprised of Paul Sparkes (Chair), Tom Astle and Andrew Youngman.

The Board, following receipt of the unanimous recommendation by the Special Committee and a verbal opinion on fairness from Blair Franklin Capital Partners Inc. (the "Financial Advisor"), with Derrick Rowe and myself abstaining:

• x accepted the determination of the Special Committee to the effect that the Plan of Arrangement is in the best interests of the Corporation and its Shareholders (other than Rizbollo and Name 3) and the recommendation of the Special Committee that the Corporation pursue the consummation of the Plan of Arrangement;
• x approved the entry by the Corporation into an agreement with Acquisitionco, Name 3 and Rizbollo with respect to the Plan of Arrangement and the ancillary documents, agreements and arrangements contemplated therein (the "Arrangement Agreement"); and
• x resolved to recommend that Shareholders vote FOR the Shareholders' resolution to approve the Plan of Arrangement.

The Financial Advisor was retained by the Special Committee as a financial advisor in respect of the Arrangement. The Financial Advisor provided the Special Committee and the Board with a written opinion to the effect that, as at February 2, 2021, subject to the assumptions, limitations and qualifications contained therein, the Cash Consideration to be paid to the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than Rizbollo and Name 3). A copy of the fairness opinion, which should be read carefully and in its entirety, along with other relevant background information related to the involvement of the Financial Advisor, has been included in this Circular.

Each of the senior officers and directors of the Corporation, along with certain employees and an institutional shareholder entered into voting support agreements as of February 2, 2021 pursuant to which they agreed, subject to the terms thereof, to vote the Shares over which they exercise voting control in favour of the Plan of Arrangement. In the aggregate, parties holding or controlling approximately 87.65% of the total number of issued and outstanding Shares, have agreed to vote in favour of the Arrangement.

7REHLPSOHPHQWHGWKH3ODQRI\$UUDQJHPHQWUHTXLUHVDSSURYDORIL?QRWOHVVWKDQҀRIWKH votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting; and (ii) not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Shares held by persons described in clauses (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, which excluded votes shall include the votes of Rizbollo, Emad Rizkalla, Name 3, Derrick Rowe and their associates. The Plan of Arrangement is also subject to the approval of the Supreme Court of Nova Scotia and the satisfaction of other customary closing conditions. The Plan of Arrangement is not conditional on Acquisitionco obtaining financing.

If the required Shareholder and court approvals are obtained and all other conditions to the Plan of Arrangement are satisfied, it is anticipated that the Plan of Arrangement will be completed in the second calendar quarter of 2021.

This Circular provides a detailed description of the Plan of Arrangement and includes additional information to assist you in considering how to vote at the Meeting. You are urged to read this information carefully and, if you require assistance, to consult your own financial, legal, tax or other professional advisors.

Your vote is important regardless of the number of Shares you own. If you are unable to attend the Meeting, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, so that your Shares can be voted at the Meeting in accordance with your instructions. If you are a registered Shareholder, we also encourage you, regardless of how you vote, to complete, sign, date and return the enclosed letter of transmittal, which will help the Corporation to arrange for the prompt payment for your Shares if the Plan of Arrangement is completed.

If you have any questions about the information contained in the Circular or require assistance in completing your form of proxy or voting instruction form, please contact the Corporation's transfer agent, Computershare Investor Services Inc., by telephone at 1-866-964-0498 (toll free in North America). If you have any questions about the information contained in the Circular or require assistance in completing your letter of transmittal, please contact the Corporation's depositary for the Arrangement, Computershare Trust Company of Canada, by telephone at 1-514-982-7555 or (toll free in North America) at 1-800-564-6253.

On behalf of the Board, we would like to take this opportunity to thank you for the support you have shown as Shareholders.

Sincerely,

Emad Rizkalla President and Chief Executive Officer

BPLI HOLDINGS INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of BPLI Holdings Inc. (the "Corporation") will be held as a hybrid meeting with a physical location at 18 Prescott Street, St. John's, Newfoundland and Labrador, and the option to participate virtually via live audio webcast online using the LUMI meeting platform at https://web.lumiagm.com/289609788 on Tuesday, March 30, 2021 at 10:00 a.m. (Atlantic Time), subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

• 1. to consider, and, if deemed advisable, to pass, with or without variation, a resolution, as part of the Arrangement Resolution (as defined below), to authorize the Corporation to execute and deliver guarantees and to provide security as contemplated in the form of commitment letter dated February 1, 2021 between 12491125 Canada Inc. ("Acquisitionco") and The Toronto-Dominion Bank;
• 1. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution, to approve an arrangement pursuant to Section 192 of the Canada Business Corporations Act involving, among others, the Corporation, Acquisitionco and the Shareholders, whereby, among other things, Acquisitionco will acquire all of the common shares of the Corporation ("Shares") for cash consideration of \$0.23 per Share (excluding certain Shares beneficially owned or controlled and directed by Derrick Rowe and Emad Rizkalla) (the "Arrangement Resolution");
• 1. to receive the financial statements of the Corporation for the financial year ended September 30, 2020 and the report of the auditors thereon;
• 1. to elect directors of the Corporation;
• 1. to appoint KPMG LLP as auditors of the Corporation and to authorize the Board of Directors to fix their remuneration; and
• 1. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Capitalized terms not otherwise defined herein have the meaning ascribed to them in the accompanying management information circular (the "Circular").

The board of directors of the Corporation has set the close of business on February 23, 2021 as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

Out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 Pandemic, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a hybrid format. The Meeting will have a physical meeting location (18 Prescott Street, St. John's, Newfoundland and Labrador) and will permit limited in-person attendance subject to compliance with all public health orders and protocols. The Meeting will also permit Shareholders and duly appointed and registered proxyholders to participate virtually via live audio webcast online at https://web.lumiagm.com/289609788. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. We hope that hosting a hybrid meeting helps enable greater participation by our Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings. The Circular provides important and detailed instructions about how to participate at the virtual portion of the Meeting.

Registered Shareholders and duly appointed and registered proxyholders will be able to attend, submit questions and vote at the Meeting virtually at https://web.lumiagm.com/289609788, using password "bpli2021" (case sensitive). Beneficial (non-registered) Shareholders who receive this notice of annual and special meeting of Shareholders and related materials through their broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, should carefully follow the instructions of their intermediary to ensure that their Shares are voted at the Meeting in accordance with such Shareholders' instructions and to arrange for their intermediary to complete the necessary transmittal documents to ensure that they receive payment of the Cash Consideration for their Shares if the Arrangement is completed.

Beneficial (non-registered) Shareholders are advised that voting through a proxyholder at the Meeting will include, as a result of the virtual nature of the Meeting, the additional step of registering proxyholders with the Transfer Agent, Computershare Investor Services Inc. (the "Transfer Agent"), after submitting their form of proxy or voting instruction form, as applicable. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a "Control Number" to participate in the Meeting and only being able to attend as a guest. Beneficial (non-registered) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to vote or submit questions at the Meeting. Please refer to the instructions provided in the Circular under the heading "General Proxy Matters – Appointment of Proxies".

Beneficial (non-registered) Shareholders resident in the United States must obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend and vote at the Meeting. Beneficial (non-registered) Shareholders resident in the United States are advised to carefully follow the instructions from their broker or bank included with the proxy materials and that they may contact their broker or bank to request a legal proxy form. After obtaining and completing the legal proxy, Beneficial (non-registered) Shareholders resident in the United States must then register to attend the Meeting by submitting a copy of their legal proxy to the Transfer Agent no later than 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021 or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened. Requests for registration should be directed to: Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or by email to USLegalProxy@computershare.com. Please note that the legal proxy must also be registered at https://www.computershare.com/BPLI. Following the foregoing additional steps, Beneficial (non-registered) Shareholders resident in the United States will be able to attend and vote at the Meeting at https://web.lumiagm.com/289609788.

Whether or not they are able to attend the Meeting, Shareholders are urged to vote as soon as possible electronically, by telephone, email, facsimile or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies this notice of annual and special meeting of Shareholders. Votes must be received by the Transfer Agent not later than 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

Pursuant to the interim order obtained from the Supreme Court of Nova Scotia in respect of the Arrangement (the "Interim Order"), registered Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares in accordance with the provisions of section 190 of the CBCA and the plan of arrangement pertaining to the Arrangement (the "Plan of Arrangement").

A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation c/o its counsel Stewart McKelvey at 1741 Lower Water Street, Suite 600, Halifax, Nova Scotia B3J 0J2, Attention: Colleen P. Keyes by the Meeting, and must otherwise strictly comply with the dissent procedures set forth in section 190 of the CBCA and described in the Circular. The registered Shareholders' right to dissent is more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of section 190 of the CBCA are set forth in Appendix B, Appendix D and Appendix F, respectively, of the Circular. Anyone who is a beneficial owner of Shares and who wishes to exercise a right of dissent should be aware that only registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (non-registered) Shareholder who desires to exercise a right of dissent must make arrangements for the Shares beneficially owned by such holder to be registered in the name of such holder prior to the time the notice of dissent is required to be received by the Corporation or, alternatively, make arrangements for the registered Shareholder of such Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all Shares registered in the name of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in section 190 of the CBCA may result in the loss of any right of dissent.

By Order of the Board of Directors

_______________________________

Emad Rizkalla President and Chief Executive Officer

BPLI HOLDINGS INC.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

GLOSSARY OF TERMS	1
MANAGEMENT INFORMATION CIRCULAR	12
INFORMATION ABOUT ACQUISITIONCO, RIZBOLLO AND NAME 3	12
NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA	12
CURRENCY	13
FORWARD-LOOKING STATEMENTS	13
SUMMARY OF CIRCULAR Meeting and Record Date The Arrangement Resolution Voting at the Meeting Effect of the Arrangement The Parties Background to the Arrangement Recommendations of the Special Committee and the Board Reasons for the Recommendations Fairness Opinion Arrangement Mechanics The Arrangement Agreement Lock-Up Agreements Non-Solicitation and Right to Match Shareholder Approval of the Arrangement Court Approval of the Arrangement Securities Laws Matters Stock Exchange De-Listing and Reporting Issuer Status Rizbollo Charitable Donation Financing Dissent Rights Risk Factors Income Tax Considerations GENERAL PROXY MATTERS	15 15 15 15 15 15 16 16 16 19 19 20 20 20 20 20 21 21 22 22 22 22 22 23
Meeting Information Voting Instructions Appointment of Proxies Revocability of Proxies	23 25 28 29
THE ARRANGEMENT Background to the Arrangement Recommendation of the Special Committee Recommendation of the Board Considerations of the Special Committee and the Board in Making Recommendations Fairness Opinion Lock-Up Agreements Rizbollo Charitable Donation Financing	30 30 36 36 37 41 42 43 43

Description of the Arrangement	44
Certain Legal and Regulatory Matters	49
THE ARRANGEMENT AGREEMENT	53
The Arrangement	53
Covenants	55
Conditions to Closing	61
Acquisition Proposals	63
Termination of the Arrangement Agreement	66
Expenses	68
Amendments	68
DISSENT RIGHTS OF SHAREHOLDERS	68
INFORMATION PERTAINING TO THE CORPORATION	71
General	71
Description of Share Capital	72
Trading in Shares	72
Ownership of Shares	73
Commitments to Acquire Shares	73
Benefits from the Arrangement	73
Previous Purchases and Sales by the Corporation	73
Previous Distributions	73
Dividend Policy	73
Expenses of the Corporation	74
Interest of Informed Persons in Material Transactions	74
Material Change in the Affairs of the Corporation	74
Other Information	74
Auditors	74
Transfer Agent	74
INFORMATION REGARDING ACQUISITIONCO, RIZBOLLO AND NAME 3	74
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	75
Termination and Change of Control Benefits	76
Insurance and Indemnification	76
RISK FACTORS	76
Risks Relating to the Arrangement	77
Risks Relating to the Corporation	79
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	79
Disposition of Shares under the Arrangement	80
Dissenting Holders	80
Capital Gains and Capital Losses	81
Additional Refundable Tax	81
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON	81
Election of Directors	81
Appointment of Auditors	84
EXECUTIVE COMPENSATION	84
Director and Named Executive Officer Compensation	84
Stock Options and Other Compensation Securities	86
Stock Option Plans and Other Incentive Plans	86
Employment, Consulting and Management Agreements	87
Oversight and Description of Director and Named Executive Officer Compensation	88
Pension Disclosure	89

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Equity Compensation Plan Information Employee Share Purchase Plan	89 89 90
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	90
AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR The Audit Committee's Charter Composition of the Audit Committee Audit Committee Oversight Relevant Education and Experience Reliance on Certain Exemptions Pre-Approval Policies and Procedures External Auditor Service Fees	91 91 91 92 92 92 93 93
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	93
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	93
MANAGEMENT CONTRACTS	94
STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Board of Directors Board Mandate Orientation and Continuing Education Ethical Business Conduct Nomination of Directors Diversity of the Board & Senior Management Director Term Limits Compensation Other Board Committees Assessments	95 95 95 96 96 96 96 97 97 97 97
PROPOSALS BY SHAREHOLDERS	97
OTHER BUSINESS	97
ADDITIONAL INFORMATION	98
APPROVAL BY DIRECTORS	98
CONSENT OF BLAIR FRANKLIN CAPITAL PARTNERS INC.	99
APPENDIX A ARRANGEMENT RESOLUTION	1
APPENDIX B PLAN OF ARRANGEMENT	1
APPENDIX C FAIRNESS OPINION	1
APPENDIX D INTERIM ORDER	1
APPENDIX E NOTICE OF APPLICATION FOR FINAL ORDER	1
APPENDIX F DISSENT PROVISIONS OF THE CBCA	1
APPENDIX G CHARTER OF THE AUDIT COMMITTEE	1

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

"2012 Amalco" has the meaning set out in "Information Pertaining to the Corporation – General".

"2013 Arrangement" has the meaning set out in "Information Pertaining to the Corporation – General".

"2019 Proposal" has the meaning set out in "The Arrangement – Background to the Arrangement".

"8682259" has the meaning set out in "Information Pertaining to the Corporation – General".

"Acquisitionco" means 12491125 Canada Inc., a corporation existing under the federal laws of Canada and its successors and assigns.

"Acquisitionco Common Shares" means common shares of Acquisitionco.

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement, any bona fide offer or proposal (written or oral) from any Person or group of Persons other than Acquisitionco, Rizbollo or Name 3 (or any Affiliate of them) made after the date of the Arrangement Agreement and whether or not delivered to Shareholders relating to: (a) any direct or indirect acquisition or purchase (or any lease, long-term supply agreement or other arrangement having the same economic effect as an acquisition), in a single transaction or a series of related transactions, of (i) assets representing 20% or more of the consolidated assets of the Corporation or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries, taken as a whole or (ii) 20% or more of the voting, equity or other securities of the Corporation (or rights or interests therein or thereto) or any of its Subsidiaries whose assets individually or in the aggregate, represent 20% or more of the consolidated assets of the Corporation; (b) any take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for voting or equity securities) of the Corporation or its Subsidiaries; or (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation or any of its Subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation provided that a Permitted Transfer shall not constitute an Acquisition Proposal; or (d) any other similar transaction or series of transactions involving the Corporation or any of its Subsidiaries, in each case of clauses (a), (b) and (c), whether in a single transaction or in a series of related transactions.

"Action" means, with respect to any person, any litigation, legal action, lawsuit, claim, audit or other proceeding (whether civil, quasi-criminal or criminal) before any Regulatory Authority against such Person or its business or affecting any of its assets.

"Affiliate" has the meaning given to it in the Securities Act.

"allowable capital loss" has the meaning set out in "Certain Canadian Federal Income Tax Considerations – Capital Gains and Capital Losses".

"Amalco" means the entity resulting from amalgamation of Acquisitionco and the Corporation pursuant to the terms and conditions of the Plan of Arrangement.

"Amalco Common Shares" has the meaning set out in "The Arrangement – Description of the Arrangement – Plan of Arrangement".

"Amendment" has the meaning set out in "The Arrangement – Background to the Arrangement".

"Arrangement" means an arrangement of the Corporation under the provisions of section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 11.1 of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to Acquisitionco and the Corporation, each acting reasonably).

"Arrangement Agreement" means the arrangement agreement dated February 2, 2021, between Acquisitionco, Rizbollo, Name 3 and the Corporation, including the schedules thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution of the Shareholders approving (a) the Guarantees to secure the Term Loan and the Bridge Loan, including certain other security for the Bridge Loan and (b) the Plan of Arrangement, to be considered at the Meeting, substantially in the form set out in Appendix A to this Circular.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement required under section 192(6) of the CBCA to be sent to the Director after the Final Order has been granted, giving effect to the Arrangement.

"associate" has the meaning given to it in the Securities Act.

"Atlantis" has the meaning set out in "Information Pertaining to the Corporation – General".

"Audit Committee" has the meaning set out "Particulars of Other Matters to be Acted Upon – Election of Directors".

"Authorization" means any authorization, order, permit, approval, grant, license, registration, , consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, by-law, rule or regulation of, from or required by any Regulatory Authority.

"Beneficial Shareholder" has the meaning set out in "General Proxy Matters – Voting Instructions – Beneficial Shareholders".

"BF Engagement Letter" has the meaning set out "The Arrangement – Fairness Opinion".

"BLNI" means Bluedrop Learning Networks Inc., a Subsidiary of the Corporation.

"Board" means the board of directors of the Corporation, as constituted from time to time, with Emad Rizkalla and Derrick Rowe being excluded from any deliberation or vote in respect of any matter in respect of which they have an interest and are not entitled to vote, as applicable, at any meeting or written resolutions of the board of directors of the Corporation.

"Bridge Loan" means the demand loan to be obtained by Acquisitionco from the Lender in the amount of \$1,794,946, which will be secured by the Guarantees on terms and conditions agreed by the Parties and described herein, with the proceeds thereof to be used solely to complete the Arrangement and certain of such proceeds, as agreed by the Parties, to be deposited with the Depositary immediately upon becoming available in accordance with Section 2.12 of the Arrangement Agreement and to be held by the Depositary in accordance with the terms and conditions of the Depositary Agreement.

"BSSI" means Bluedrop Simulation Services Inc., a Subsidiary of the Corporation.

"BTSI" means Bluedrop Training & Simulation Inc., a Subsidiary of the Corporation.

"Business Day" means a day other than a Saturday or a Sunday, on which the principal commercial banks in Halifax, Nova Scotia, St. John's, Newfoundland and Labrador and Toronto, Ontario are open for the conduct of business.

"Cash Consideration" means the \$0.23 per Share to be paid to each Shareholder, other than Rizbollo and Name 3, for each Share acquired under the Arrangement including, for greater certainty, the Excluded Rizkalla Shares, the Excluded Rowe Shares and the Donated Shares, as applicable.

"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44.

"CEO" has the meaning set out "Executive Compensation – Director and Named Executive Officer Compensation".

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to section 192(7) of the CBCA in respect of the Articles of Arrangement.

"CFO" has the meaning set out "Executive Compensation – Director and Named Executive Officer Compensation".

"Circular" means this management information circular and accompanying Notice of Meeting including all schedules, appendices and exhibits hereto, to be sent or otherwise made available to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement and the Interim Order.

"Commitment Letter" means the commitment letter dated February 1, 2021 between Acquisitionco and the Lender, as amended, supplemented or replaced in accordance with the terms thereof.

"Compensation and Governance Committee" has the meaning set out "Particulars of Other Matters to be Acted Upon – Election of Directors".

"Contract" means any contract, license, franchise, grant, permit, lease, arrangement, commitment, understanding, joint venture, partnership, note, bond, mortgage, indenture, instrument, deed of trust, or other agreement or obligation (whether written or oral) to which a Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

"Control Number" has the meaning set out in "General Proxy Matters – Meeting Information – Registered Shareholders".

"Corporation" means BPLI Holdings Inc., a corporation existing under the federal Laws of Canada and its successors and assigns.

"Court" means the Supreme Court of Nova Scotia.

"COVID-19 Measures" means any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other Law, guidelines or recommendations by any Regulatory Authority in connection with, or in response to, the COVID-19 Pandemic.

"COVID-19 Pandemic" means the novel coronavirus disease (COVID-19) pandemic.

"Demand for Payment" has the meaning set out in "Dissent Rights of Shareholders".

"Dentons" has the meaning set out in "The Arrangement – Background to the Arrangement".

"Depositary" means Computershare Trust Company of Canada, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and Acquisitionco agree to engage as depositary for the Arrangement.

"Depositary Agreement" means the agreement to be entered into between the Depositary, the Corporation and Acquisitionco prior to the Effective Date relating to, among other things, the deposit of the Shares by the Shareholders, the terms and conditions of which must be satisfactory to the parties, each acting reasonably.

"Director" means the Director appointed pursuant to section 260 of the CBCA.

"Disclosure Letter" means the disclosure letter delivered by the Corporation to Acquisitionco contemporaneously with the execution and delivery of the Arrangement Agreement.

"Dissent Notice" has the meaning set out in "Dissent Rights of Shareholders".

"Dissent Rights" has the meaning set out in "Dissent Rights of Shareholders".

"Dissenting Holder" has the meaning set out in "Dissent Rights of Shareholders".

"Dissenting Shares" has the meaning set out in "Dissent Rights of Shareholders".

"Donated Shares" means the 2,500,000 Shares owned by Rizbollo that will be donated to the NAEL Family Foundation Inc. in accordance with Section 2.11 of the Arrangement Agreement.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Atlantic Time) on the Effective Date, or such other time as Acquisitionco and the Corporation agree to in writing before the Effective Date.

"Employees" means the employees, including part time and full time employees of the Corporation or any of its Subsidiaries, as the case may be.

"ESPP" has the meaning set out in "Securities Authorized for Issuance under Equity Compensation Plans – Employee Share Purchase Plan".

"Fairness Opinion" means the opinion of Financial Advisor, addressed to the Board and the Special Committee, dated the date of the Arrangement Agreement to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the Cash Consideration to be paid to the Shareholders is fair, from a financial point of view, to the Minority Shareholders.

"Final Hearing" has the meaning set out in "The Arrangement – Certain Legal and Regulatory Matters – Court Approval of the Arrangement – Final Order".

"Final Order" means the final order of the Court approving the Arrangement under section 192 of the CBCA in a form acceptable to the Corporation and Acquisitionco, each acting reasonably, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of the Corporation and Acquisitionco, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to the Corporation and Acquisitionco, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied.

"Financial Advisor" means Blair Franklin Capital Partners Inc.

"Former Blue Drop" has the meaning set out in "Information Pertaining to the Corporation – General".

"Form 51-102F6V" has the meaning set out "Executive Compensation – Director and Named Executive Officer Compensation".

"forward-looking statements" has the meaning set out in "Forward-Looking Statements".

"Guarantees" means the guarantees and associated security set forth in the Commitment Letter, including the assignment by the Corporation to the Lender of term deposits and credit balances in the amount of the Bridge Loan, to be executed and delivered by the Corporation and certain of its Subsidiaries in favour of the Lender to secure the Term Loan and the Bridge Loan, on terms and conditions to be agreed by the Parties and to be fully described in the Circular.

"Guidelines" has the meaning set out "Statement of Corporate Governance Practices".

"Holder" has the meaning set out in "Certain Canadian Federal Income Tax Considerations".

"Initial Proposal" has the meaning set out in "The Arrangement – Background to the Arrangement".

"IFRS" means International Financial Reporting Standards.

"Interim Order" means the interim order of the Court dated February 18, 2021 contemplated by Section 2.2 of the Arrangement Agreement and set forth in Appendix D to this Circular.

"Intermediary" has the meaning set out in "General Proxy Matters – Voting Instructions – Beneficial Shareholders".

"Law" means any applicable laws, including international, national, provincial, state, municipal and local laws treaties, statutes, ordinances, judgments, decrees, injunctions, writes, certificates and orders, by-laws, rules, regulations, ordinances or other requirements, of any Regulatory Authority having the force of law.

"Learning Networks Business" has the meaning set out in "Information Pertaining to the Corporation – General".

"Lease" has the meaning set out "Interests of Informed Persons in Material Transactions".

"Lender" means The Toronto-Dominion Bank.

"Letter of Transmittal" means the letter of transmittal to be sent by the Corporation to Registered Shareholders in connection with the Arrangement.

"Lien" any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Lock-Up Agreements" means the voting support agreements dated as of the date of the Arrangement Agreement between Acquisitionco and the Locked-up Shareholders pursuant to which the Locked-Up Shareholders have agreed to vote the Shares registered in their names in favour of the Arrangement Resolution.

"Locked-Up Shareholders" means each Shareholder who has entered into a Lock-Up Agreement.

"Match Period" has the meaning set out in "The Arrangement Agreement – Acquisition Proposals – Right to Match".

"Material Adverse Effect" means, in respect of the Corporation, any event, change, occurrence, effect or state of facts, that, individually or in the aggregate with other events, changes, occurrences, effects or states of facts is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, capital, property, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional or otherwise) or financial condition of the Corporation and its Subsidiaries taken as a whole except any such event, change, occurrence, effect or state of facts resulting from or arising in connection with:

• (a) any change or development generally affecting the industries in which the Corporation and its Subsidiaries operate;
• (b) any change or development in general economic, business, political, regulatory or market conditions or in financial or capital markets in Canada or the United States in other jurisdictions in which the Corporation and its Subsidiaries have material operations or in global financial, credit, currency or securities markets;
• (c) any change or development in global, national or regional political conditions (including any act of terrorism or any outbreak of hostilities or war or any escalation or worsening thereof) or any natural disaster;
• (d) any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Regulatory Authority;

• (e) any material change in IFRS;

• (f) any natural or man-made disaster or act of God including, epidemics, pandemics and disease outbreaks (including the COVID-19 Pandemic, other health crises or public health events, or otherwise), including the escalation or worsening thereof;

• (g) the execution, performance or announcement of the Arrangement Agreement or the transactions contemplated herein;
• (h) any action taken (or omitted to be taken) by the Corporation or any of its Subsidiaries (A) expressly required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement, (B) required by Law, (C) in accordance with good industry practice in response to COVID-19 Measures to safeguard life or property, or (D) that are taken (or omitted to be taken) with the prior consent of Acquisitionco;
• (i) any change in the market price or trading volume of any securities of the Corporation (provided that the causes underlying such changes in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred), or any suspension of trading in securities generally or on any securities exchange on which any securities of the Corporation trades; and
• (j) the failure, in and of itself, of the Corporation to meet any publicly disclosed projections, forecasts or estimates of, or guidance related to, revenues, earnings, cash flows, production or other financial metrics (provided that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred).

provided, however, that any such event, change, occurrence, effect or state of facts referred to in clauses (a), (b), (c), (d) or (e), above does not primarily relate only to (or have the effect of primarily relating only to) the Corporation and its Subsidiaries, taken as a whole, or materially disproportionately adversely affects the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies of similar size operating in the industries in which the Corporation and its Subsidiaries operate; the parties agree that references in the Arrangement Agreement to dollar amounts are not intended to be, and shall not be, deemed to be illustrative or interpretative for purposes of determining whether a "Material Adverse Effect" has occurred.

"Material Contract" means any Contract: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect; (ii) any partnership agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement relating to the formation, creation or operation of any partnership, limited liability company, joint venture or other arrangement in which the interest of the Corporation and/or its Subsidiaries exceeds \$1,000,000 (book value or fair market value); (iii) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness (currently outstanding or which may become outstanding) for borrowed money in excess of \$1,000,000; (iv) restricting the incurrence of indebtedness by the Corporation or any of its Subsidiaries or (including by requiring the granting of an equal and rateable Encumbrance) the incurrence of any Encumbrances on any properties or assets of the Corporation or any of its Subsidiaries, or restricting the payment of dividends by the Corporation or by any of its Subsidiaries; (v) under which the Corporation or any of its Subsidiaries is obligated to make payments on an annual basis in excess of \$1,000,000 or in excess of \$1,000,000 over the remaining term; (vi) under which the Corporation or any of its Subsidiaries is or is entitled to receive payments on an annual basis in excess of \$1,000,000 or in excess of \$1,000,000 over the remaining term; (vii) that creates an exclusive dealing arrangement or right of first offer or refusal; (viii) providing for change in control or severance payments in excess of those required by applicable Law; (ix) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds \$1,000,000; or (x) that is otherwise material to the Corporation, its Subsidiaries, taken as a whole.

"Meeting" means the annual and special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution and all other matters requiring approval pursuant to the terms and conditions of the Arrangement Agreement or the Interim Order, and any other matter set out in this Circular.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"Minority Shareholders" means all of the Shareholders (other than Rizbollo and Name 3).

"misrepresentation" has the meaning set out in the Securities Act.

"Named Executive Officers" or "NEOs" has the meaning set out "Executive Compensation – Director and Named Executive Officer Compensation".

"Name 3" means Name 3 Capital Inc. and its successors and assigns.

"Name 3 Shares" means the 15,592,904 Shares beneficially owned or controlled, directly or indirectly by Name 3.

"NI 52-110" has the meaning set out "Audit Committee and Relationship with Auditor".

"NI 58-101" has the meaning set out "Statement of Corporate Governance Practices".

"NLCA" has the meaning set out in "Information Pertaining to the Corporation – General".

"NOBO" has the meaning set out in "General Proxy Matters – Voting Instructions – Beneficial Shareholders".

"OBO" has the meaning set out in "General Proxy Matters – Voting Instructions – Beneficial Shareholders".

"Offer to Pay" has the meaning set out in "Dissent Rights of Shareholders".

"Option Plan" has the meaning set out "Executive Compensation – Stock Option Plans and Other Incentive Plans".

"Ordinary Course" means, with respect to an action taken by the Corporation or any of its Subsidiaries, that such action is taken in the ordinary course of the normal operations of the Corporation or any of its Subsidiaries and as such operations may be varied, in good faith and on a commercially reasonable basis, taking into account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effect of the COVID-19 Pandemic.

"Outside Date" means June 30, 2021 or such later date as may be provided in Section 10.2(c) of the Arrangement Agreement or as the parties may otherwise agree in writing.

"Party" means a party to the Arrangement Agreement and "Parties" means all of the parties to the Arrangement Agreement.

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

"Plan of Arrangement" means the plan of arrangement of the Corporation, substantially in the form set out in Appendix B, and any amendments or variations made in accordance with Section 11.1 of the Arrangement Agreement and the Plan of Arrangement or - upon the direction of the Court in the Final Order with the prior written consent of Acquisitionco and the Corporation, each acting reasonably.

"Pre-Arrangement Expenses" means all out-of-pocket third party transaction expenses incurred in respect of the negotiation and drafting of the Arrangement Agreement

"Principals" means Emad Rizkalla and Derrick Rowe.

"Record Date" means February 23, 2021.

"Registered Shareholder" means a registered holder of Shares as recorded in the securities register of the Corporation.

"Regulatory Approvals" means those sanctions, rulings, consents, orders, clearances, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objecting being made), of Regulatory Authorities that are required to be obtained in connection with the transactions contemplated by the Arrangement Agreement.

"Regulatory Authority" means any (a) multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, office, Crown corporation, commission, commissioner, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing, or (c) quasi-governmental or private body, including any tribunal, commission, stock exchange (including the TSX-V), regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

"Related Party" in respect of a Person means any "related party" of such person, or any "associated entity" of a "related party" of such person, as those terms are defined in MI 61-101.

"Representative" means, in respect of Person, its Subsidiaries, Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors).

"Required Amount" means available cash sufficient to pay in full the aggregate (i) Cash Consideration pursuant to the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, (ii) consideration payable in cash pursuant to the exercise of any Dissent Rights in accordance with the terms of the Plan of Arrangement, (iii) fees and expenses for which Acquisitionco is responsible under the terms of the Arrangement Agreement; and (iv) to make all other payments required to be made by it in connection with the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement and to satisfy all other obligations payable by Acquisitionco pursuant to the Arrangement Agreement, the Plan of Arrangement and the transactions contemplated hereby at the Effective Date.

"Required Shareholder Approval" for the Arrangement Resolution means approval of: (i) not OHVVWKDQҀRIWKHYRWHVFDVWE\WKH6KDUHKROGHUVSUHVHQWLQSHUVRQRUUHSUHVHQWHGE\SUR[\ and entitled to vote at the Meeting; and (ii) not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Shares held by persons described in clauses (a) through (d) of Section 8.1(2) of MI 61-101.

"Rizbollo" means Rizbollo Holdings Limited and its successors and assigns.

"Rizbollo Shares" means the 61,848,232 Shares beneficially owned or controlled, directly or indirectly by Emad Rizkalla and Rizbollo as of the date hereof, which number may be reduced prior to the Effective Date in accordance with Section 2.11 of the Arrangement Agreement.

"Securities Act" means the Securities Act (British Columbia), as amended, and the rules and regulations promulgated thereunder.

"Securities Laws" means the Securities Act, together with all other applicable provincial securities Laws, rules and regulations and published policies thereunder in Canada.

"SEDAR" means the System for Electronic Document Analysis and Retrieval.

"Serebra" has the meaning set out in "Information Pertaining to the Corporation – General".

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

"Share Purchase Agreement" has the meaning set out "Particulars of Other Matters to be Acted Upon – Election of Directors".

"Shareholders" means the holders of Shares.

"Special Committee" means the special committee of the Board, constituted to consider the transactions contemplated by the Arrangement Agreement and related matters.

"Subsidiary" means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such Person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a Subsidiary.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm's length third party made after the date of the Arrangement Agreement: (i) to acquire not less than all of the outstanding Shares or all or substantially all of the assets of the Corporation on a consolidated basis; (ii) that did not result from or involve a breach of Article 8 of the Arrangement Agreement; (iii) that is reasonably capable of being completed without undue delay, relative to the Arrangement, taking into account, all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal; (iv) that is not subject to any financing condition; (v) that is not subject to any due diligence and/or access condition; and (vi) in respect of which the Board and any relevant committee thereof determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the party making such Acquisition Proposal, would, if consummated in accordance with its terms, and without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to each Shareholder than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by Acquisitionco pursuant to Section 8.3(c) of the Arrangement Agreement).

"Superior Proposal Notice" has the meaning set out "The Arrangement Agreement – Acquisition Proposals – Right to Match".

"taxable capital gain" has the meaning set out in "Certain Canadian Federal Income Tax Considerations – Capital Gains and Capital Losses".

"Tax Act" means the Income Tax Act (Canada), as amended.

"Tax Proposals" has the meaning set out in "Certain Canadian Federal Income Tax Considerations".

"Tax" or "Taxes" means (1) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other tax-related charges or assessments of imposed by any Regulatory Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including, without limiting the generality of the foregoing, all income taxes (including any tax on or based upon net income, gross income, revenue, income as specially defined, gains, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, gains and capital gains taxes, value added taxes, transfer taxes, franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, health taxes, employer health taxes, Canada Pension Plan or Québec Pension Plan premiums, excise, severance, social security, workers' compensation, unemployment insurance or compensation, stamp taxes, occupation taxes, premium taxes, real or personal property taxes, land transfer taxes, windfall profits taxes, wealth taxes, alternative or add-on minimum taxes, goods and services or harmonized sales tax, import taxes, withholding taxes, customs duties, (2) any interest, penalties, additions to tax or other additional amounts imposed by any Regulatory Authority (domestic or foreign) on or in respect of amounts of the type described in clause (1) above or this clause (2), (3) any liability for the payment of any amounts of the type described in clauses (1) or (2) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, and (4) any liability for the payment of any amounts of the type described in clauses (1) or (2) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

"Term Loan" means the floating rate term loan to be obtained by Acquisitionco from the Lender in the amount of \$5,500,000, which will be secured, in part, by the Guarantees, on terms and conditions to be agreed by the Parties and used by Acquisitionco solely to complete the Arrangement, with the proceeds of such Term Loan to be deposited with the Depositary immediately upon becoming available in accordance with Section 2.12 of this Agreement and to be held by the Depositary in accordance with the terms and conditions of the Depositary Agreement.

"Training and Simulation Business" has the meaning set out in "Information Pertaining to the Corporation – General".

"Transfer Agent" means Computershare Investor Services Inc., in its capacity as the transfer agent and registrar for the Corporation.

"TSX-V means the TSX Venture Exchange.

"Updated Proposal" has the meaning set out in "The Arrangement – Background to the Arrangement".

MANAGEMENT INFORMATION CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of the Corporation for use at the Meeting to be held on Tuesday, March 30, 2021 at 10:00 a.m. (Atlantic Time), and any adjournment(s) or postponement(s) thereof.

Information contained in this Circular is given as of February 23, 2021, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No Person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Corporation or Acquisitionco.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any Person in any jurisdiction in which such solicitation or offer is not authorized or in which the Person making such solicitation or offer is not qualified to do so or to any Person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith. Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the Lock-Up Agreements, the Fairness Opinion and the Interim Order are summaries of the terms of those documents. The Arrangement Agreement is available on the Corporation's SEDAR profile at www.sedar.com and copies of the Plan of Arrangement, Fairness Opinion and the Interim Order are attached to this Circular as Appendices B, C, and D, respectively. Shareholders should refer to the full text of each of these documents. You are urged to carefully read the full text of the Plan of Arrangement.

INFORMATION ABOUT ACQUISITIONCO, RIZBOLLO AND NAME 3

Certain information in this Circular pertaining to Acquisitionco, Rizbollo and Name 3 has been provided by Acquisitionco, Rizbollo and Name 3, respectively, including, but not limited to, information under "Information Regarding Acquisitionco, Rizbollo and Name 3". Although the Corporation does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Corporation nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by Acquisitionco, Rizbollo or Name 3 to disclose events or information that may affect the completeness or accuracy of such information.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

The Corporation is a corporation organized under the federal Laws of Canada. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate Laws and Securities Laws in Canada. Shareholders should be aware that the requirements applicable to the Corporation under Canadian Laws may differ from the requirements under corporate Laws and Securities Laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the Securities Laws of other jurisdictions outside of Canada may be affected adversely by the fact that the Corporation is organized under the federal Laws of Canada and all of its directors and executive officers, with the exception of Andrew Youngman, are residents of Canada. You may not be able to sue the Corporation or its directors or officers in a Canadian court for violations of foreign Securities Laws. It may be difficult to compel the Corporation to subject itself to a judgment of a court outside of Canada.

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

This Circular has been prepared in accordance with the disclosure requirements in effect in Canada.

Shareholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdiction. The consequences for such Shareholders are not described in this Circular and such Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular.

CURRENCY

All dollar amounts set forth in this Circular are in Canadian dollars, except where otherwise indicated. In this Circular, references to "\$" are to Canadian dollars.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Circular may constitute forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Securities Laws, which are based on the opinions, estimates and assumptions of the Corporation's management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forwardlooking statements. Forward-looking statements may include views related to the completion of the Arrangement, the anticipated benefits of the Arrangement, the anticipated closing date of the Arrangement, the delisting of the Shares and other expectations of the Corporation and are often, but not always, identified by the use of words such as "aim", "anticipate", "believe", "budget", "continue", "estimate", "expect", "forecast", "foresee", "may", "will", "plan", "outlook", "potential", "project", "predict", "seek", "strive", "targeting", "intend", "would", "could", "might", "should", or the negative of these terms or similar words suggesting future outcomes or statements regarding an outlook.

Such forward-looking statements reflect the Corporation's business judgment based on information currently available to the Corporation at the time they are made and on the Corporation's then-current view of future events and, as such, are subject to certain risks, uncertainties and assumptions, including those discussed below. Many factors could cause the Corporation's performance or achievements to differ materially from any future performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forwardlooking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

These risks and uncertainties include, but are not limited to, general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; actual or threatened epidemics, pandemics, outbreaks, or other public health crises, including the recent COVID-19 Pandemic; and diversion of management time on the Arrangement. There are also risks that are inherent in the nature of the Arrangement, including failure to satisfy the conditions to the completion of the Arrangement, including as a result of a failure to obtain required regulatory, Court, Shareholder and other approvals (or to do so in a timely manner), the absence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement, the delay in or increase in the cost of completing the Arrangement, and the failure to complete the Arrangement for any other reason. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary regulatory, Court, Shareholder or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this Circular. The Corporation cautions that the foregoing list is not exhaustive of all possible risk factors, as other factors could adversely affect the Arrangement. Additional risks and uncertainties regarding the Corporation are described in the "Risks Factors" section of the Corporation's Management's Discussion and Analysis for the year ended September 30, 2020 which is available on the Corporation's SEDAR profile at www.sedar.com. Additional risks and uncertainties regarding the Arrangement are discussed under the "Risk Factors" section of this Circular.

Although the forward-looking statements contained in this Circular are based upon what the Corporation believes are reasonable assumptions, Shareholders are cautioned against placing undue reliance on such statements since actual results may vary materially from the forwardlooking statements. The assumptions made in preparing the forward-looking statements may include the assumptions that the conditions to complete the Arrangement will be satisfied, that the Arrangement will be completed within the expected time frame at the expected cost and that the Corporation and Acquisitionco will not fail to complete the Arrangement for any other reason, including, but not limited to, the matters discussed under the "Risk Factors" section of this Circular.

Forward-looking statements are made as of the date of this Circular, and the Corporation does not intend, and does not assume any obligation, to update or revise such statements, except as may be required under applicable Laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.

SUMMARY OF CIRCULAR

This summary should be read together with and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including the Appendices hereto. Capitalized terms in this summary have the meanings set out in the Glossary of Terms. Shareholders are urged to read this Circular, including the Appendices hereto, carefully and in its entirety.

Meeting and Record Date

The Meeting is scheduled to be held at 10:00 a.m. (Atlantic Time) on Tuesday, March 30, 2021 as a hybrid meeting with a physical location at 18 Prescott Street, St. John's, Newfoundland and Labrador, and the option to participate virtually via live audio webcast. The live audio webcast will be accessible online at https://web.lumiagm.com/289609788 using password "bpli2021" (case sensitive). The Board has fixed the Record Date for determining Shareholders who are entitled to receive notice of and vote at the Meeting as February 23, 2021.

The Arrangement Resolution

At the Meeting, in addition to the usual annual meeting resolutions, Shareholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution, a copy of which is attached as Appendix A to this Circular. See "The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval" for a discussion of the shareholder approval requirements to effect the Arrangement.

Voting at the Meeting

This Circular is being sent to all Shareholders as of the close of business on the Record Date. Only Registered Shareholders or the Persons they appoint as their proxyholders are permitted to vote at the Meeting. Beneficial Shareholders should follow the voting instructions provided by their Intermediaries so the Beneficial Shareholders can direct the voting of the Shares which they beneficially own. See "General Proxy Matters – Voting Instructions" for more information on how to vote at the Meeting.

Effect of the Arrangement

If the Arrangement is completed, Shares (other than the Name 3 Shares and the Rizbollo Shares), including the Excluded Rizkalla Shares, the Donated Shares and the Excluded Name 3 Shares will be purchased for cash consideration of \$0.23 per Share. The Name 3 Shares and the Rizbollo Shares will be acquired by Acquisitionco for Acquisitonco Common Shares on a 1 for 1 basis. Following the acquisition of Shares, the Corporation will become a private company, whollyowned by Acquisitionco, which will then amalgamate with Acquisitionco as the final step of the Plan of Arrangement.

The Parties

The Corporation is a corporation existing under the CBCA involved in the training and eLearning sectors. Its registered and head office located at 18 Prescott Street, St. John's, Newfoundland and Labrador A1C 3S4. The Shares are posted and listed for trading on the TSX-V under the symbol "BPLI". For more information regarding the Corporation, see "Information Pertaining to the Corporation".

Acquisitionco is a corporation formed under the CBCA. Acquisitionco was formed for the purpose of consummating the transactions contemplated by the Arrangement Agreement and is, directly or indirectly, wholly-owned by Rizbollo and Name 3. Acquisitionco's head office and registered office is located at 18 Prescott Street, St. John's, Newfoundland and Labrador A1C 3S4.

Rizbollo is a corporation existing under the Corporations Act (Newfoundland) with its head and principal offices located at 18 Prescott Street, St. John's, Newfoundland and Labrador. The registered office of Rizbollo is located at Suite 1100 Cabot Place, 100 New Gower Street, St. John's, Newfoundland and Labrador A1C 6K3.

Name 3 is a corporation existing under the Corporations Act (Newfoundland) with its registered and head offices located at 7 Rostellan Street, St. John's, Newfoundland and Labrador A1B 2T7.

For more information regarding Acquisitionco, Rizbollo and Name 3, See "Information Regarding Acquisitionco, Rizbollo and Name 3".

Background to the Arrangement

See "The Arrangement – Background to the Arrangement" for a summary of the main events that led to the execution of the Arrangement Agreement including certain meetings, negotiations, discussions and actions of the parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Recommendations of the Special Committee and the Board

The Special Committee, upon careful consideration of, among other things, the Fairness Opinion (see "The Arrangement – Fairness Opinion") and advice of its legal counsel, unanimously recommended to the Board that: (i) the Corporation pursue the consummation of the Arrangement, enter into the Arrangement Agreement, and enter into the ancillary documents and agreements and arrangements contemplated therein, including in connection with the Commitment Letter and all guarantees and security documents and arrangements contemplated thereunder, subject to any requisite shareholder approvals and as approved by the Board; and (ii) the Board recommend that the Shareholders vote in favour of the Plan of Arrangement.

The Board, after receiving the unanimous recommendation of the Special Committee and, upon careful consideration of, among other things, the Fairness Opinion and advice of its legal counsel, determined: (a) that the Plan of Arrangement and the transactions contemplated thereby (including, without limitation, providing the guarantees and other security contemplated thereunder) are in the best interests of the Corporation and its Shareholders (other than Rizbollo and Name 3); (b) that it is advisable and in the best interests of the Corporation to complete the proposed Plan of Arrangement; and (c) that the consideration offered by Acquisitionco pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Shareholders (other than Rizbollo and Name 3). Accordingly, the Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Reasons for the Recommendations

In determining that the Arrangement is fair to Shareholders and in the best interest of the Corporation, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including:

• (a) the Cash Consideration of \$0.23 per Share represents, approximately, a 46% premium to the average volume-weighted average price of the Shares on the TSX-V for the 20-day period preceding the announcement of the Arrangement which occurred on February 2, 2021;
• (b) the Fairness Opinion of the Financial Advisor to the effect that, as of February 2, 2021 and based upon and subject to the assumptions, limitations and qualifications contained therein, the Cash Consideration of \$0.23 per Share in cash to be paid

pursuant to the Arrangement is fair, from a financial point of view, to the Minority Shareholders;

• (c) the Corporation's relatively small public float, absence of institutional investors, and equity research coverage, ongoing public company costs, limited ability to raise additional capital, limited liquidity and trading volume, indicate that the Corporation is not well-suited to being a publicly traded company;
• (d) given the substantial holdings of the Principals and their substantial involvement in day-to-day operations of the Corporation, it may be difficult to sell the Corporation to anyone other than the Principals or their partners;
• (e) the Cash Consideration payable pursuant to the Arrangement will be paid entirely in cash, which provides Minority Shareholders with the opportunity to monetize their investment for immediate liquidity, and which provides Minority Shareholders with certainty of value that will not be impacted by market fluctuations;
• (f) the Special Committee does not believe that the Corporation's ability to raise the funds necessary to pursue its business objectives is enhanced by its status as a public company, nor that seeking to raise such funds through the public market would be the most cost and time efficient way of doing so;
• (g) the Special Committee has not identified any realistic alternative transaction to the Arrangement. Although the terms of the Arrangement Agreement enable the Corporation to respond, prior to the approval of the Arrangement by Shareholders, to bona fide unsolicited acquisition proposals that the Board determines in good faith could reasonably be expected to lead to a Superior Proposal (as defined in the Arrangement Agreement), the emergence of a Superior Proposal is considered to be remote;
• (h) the terms and conditions of the Arrangement Agreement, including the conditions precedent for the benefit of each party are reasonable, and no "break fee" is payable to Acquisitionco should the Corporation terminate the Arrangement Agreement to enter into an unsolicited Superior Proposal;
• (i) the confirmation provided by Locked-Up Shareholders having entered into the Lock-Up Agreements with Acquisitionco in respect of 93,498,724 Shares and approximately 87.65% of the total number of issued and outstanding Shares and 50.02% of the Shares to be counted in the required minority shareholder vote pursuant to MI 61-101. Such Shareholders have agreed, among other things, to vote in favour of the approval of the Arrangement Resolution. The Lock-Up Agreements can be terminated by mutual consent between the parties thereto, if the Board changes its recommendations in connection with the receipt of a Superior Proposal in compliance with the Arrangement Agreement or upon notice by the Shareholder if the Arrangement Agreement is amended to change the form or decrease the amount of consideration payable for Shares. The Lock-Up Agreements will automatically terminate upon the earlier of the Effective Date, the Outside Date and the termination of the Arrangement Agreement in accordance with its terms;
• (j) the Board retains the ability, notwithstanding the non-solicitation provisions of the Acquisition Agreement, to engage in or participate in discussions or negotiations

with a third-party making an Acquisition Proposal that constitutes or could reasonably be expected to constitute or lead to, a Superior Proposal;

• (k) the terms and conditions of the Acquisition Agreement, which were extensively negotiated by the Special Committee with the assistance of their respective independent legal and financial advisors, including the fact that the Corporation's and Acquisitionco's representations, warranties and covenants and the conditions to completion of the Arrangement are after consultation with the Corporation's and the Special Committee's legal advisors, are reasonable in light of all applicable circumstances, including the Cash Consideration offered by Acquisitionco;
• (l) Acquisitionco's obligation to complete the Arrangement is subject to a limited number of conditions, which the Special Committee, after consultation with the Corporation's legal advisors, believes are reasonable under the circumstances;
• (m) the reasonable assurance that such limited number of conditions to closing will be achieved within the timeframe set out in the Arrangement Agreement and the Arrangement is likely to be completed in accordance with its terms prior to the outside date of June 30, 2021 or such later date as may be determined in accordance with the Arrangement Agreement;
• (n) the availability of the credit facilities to Acquisitionco under the Commitment Letter is subject to a limited number of conditions, which the Special Committee, after consultation with the Corporation's legal advisors, believes are reasonable under the circumstances;
• (o) the reasonable assurance that such limited number of conditions to draw-down under the Commitment Letter will be achieved within the timeframe set out in the Commitment Letter and the Arrangement is likely to be completed in accordance with its terms prior to the outside date of June 30, 2021 or such later date as may be determined in accordance with the Arrangement Agreement and Commitment Letter;
• (p) customary rights and approvals continue to protect the interests of minority shareholders, including: (i) the Arrangement Resolution must be approved by at least 662/3% of the votes cast by all of the Shareholders voting in person or by proxy at the Meeting; (ii) pursuant to MI 61-101, the Arrangement requires the approval of a simple majority of the votes cast by the Shareholders voting in person or by proxy at the Meeting, excluding the votes of the Principals, (iii) the Arrangement must be approved by the Court, which will consider, among other things, the substantive and procedural fairness of the terms of conditions of the Arrangement to the Shareholders, and (iv) registered Shareholders have Dissent Rights with respect to the Arrangement;

• (q) the Corporation's obligations to provide security for the benefit of Acquisitionco pursuant to the Commitment Letter is subject to approval by the Shareholders, and must be approved by (i) at least 662/3% of the votes cast by all of the Shareholders voting in person or by proxy at the Meeting; and (ii) pursuant to MI 61-101, further requires the approval of a simple majority of the votes cast by the Shareholders voting in person or by proxy at the Meeting, excluding the votes of the Principals;

• (r) the Arrangement does not trigger any change of control entitlements or management "golden parachute" for any directors, officers or employees of the Corporation;

• (s) the Arrangement is not subject to due diligence or financing conditions and Acquisitionco has provided the Corporation with satisfactory evidence, including the executed Commitment Letter to provide Acquisitionco with loans and/or credit facilities, Acquisitionco has arranged for fully committed financing that is not subject to unusual conditions; and
• (t) the Arrangement will allow each Shareholder to dispose of his, her or its Shares without incurring brokerage fees or commissions.

The Special Committee and the Board did not attempt to assign relative weights to the various factors and individual members of the Special Committee and the Board may have given different weights to different factors. The discussion of the information and factors considered and evaluated by the Special Committee and the Board is not intended to be exhaustive of all factors considered and evaluated by the Special Committee and the Board. The conclusions and recommendations of the Special Committee and the Board were made in light of the totality of the information and factors considered.

In the course of its deliberations, the Board also identified and considered a variety of risks (as described in greater detail under "Risk Factors") and potentially negative factors relating to the Arrangement described under "The Arrangement – Considerations of the Special Committee and the Board in Making Recommendations – Reasons for the Recommendation".

Fairness Opinion

In connection with the evaluation of the Arrangement, the Special Committee and the Board received and considered the oral opinion of Financial Advisor (subsequently confirmed in writing).

The Financial Advisor was of the opinion that, as of February 2, 2021, subject to the assumptions, limitations and qualifications set out in the Fairness Opinion, the consideration of \$0.23 in cash per Share to be paid to the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than Rizbollo and Name 3). A summary of the Fairness Opinion is included in this Circular, and the full text of the Fairness Opinion, which sets forth among other things, the assumptions made, procedure followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Financial Advisor in connection with the Fairness Opinion, is attached as Appendix C to this Circular.

The summary of the Fairness Opinion set out above and in "The Arrangement – Fairness Opinion" are qualified in their entirety by the full text of the Fairness Opinion set out in Appendix C. Shareholders are urged to read the Fairness Opinion in its entirety.

Arrangement Mechanics

If the Arrangement is approved at the Meeting and the other conditions set out in the Arrangement Agreement are satisfied or otherwise waived at or before the Effective Time, then upon consummation of the Plan of Arrangement each of the events set out in Section 2.3 of the Plan of Arrangement, attached as Appendix B to this Circular, will be deemed to occur in the order specified therein. See "The Arrangement – Description of the Arrangement – Arrangement Mechanics".

The Arrangement Agreement

On February 2, 2021, the Corporation, Acquisitionco, Name 3 and Rizbollo entered into the Arrangement Agreement, under which the parties agreed, subject to certain terms and conditions, to implement the Arrangement on the terms and conditions set out in the Plan of Arrangement. Under the Arrangement Agreement, the Corporation has agreed to, among other things, call the Meeting to seek approval of the Arrangement Resolution by Shareholders and, if approved, apply to the Court for the Final Order. For a summary of certain provisions of the Arrangement Agreement, see "The Arrangement Agreement".

Lock-Up Agreements

Acquisitionco has entered into Lock-Up Agreements with each of the senior officers and directors of the Corporation, along with certain employees and an institutional shareholder of the Corporation. An aggregate of 93,498,724 Shares are subject to such Lock-Up Agreements with Acquisitionco, representing a total of approximately 87.65% of the issued and outstanding Shares and 50.02% of the Shares eligible to be counted in the required minority shareholder vote pursuant to MI 61-101. The Lock-Up Agreements can be terminated by mutual consent between the parties thereto, if the Board changes its recommendations in connection with the receipt of a Superior Proposal in compliance with the Arrangement Agreement or upon notice by the Shareholder if the Arrangement Agreement is amended to change the form or decrease the amount of consideration payable for Shares. The Lock-Up Agreements will automatically terminate upon the earlier of (i) the Effective Date, (ii) the Outside Date or (iii) the termination of the Arrangement Agreement in accordance with its terms. See "The Arrangement – Lock-Up Agreements" for more information on the terms of the Lock-Up Agreements.

Non-Solicitation and Right to Match

The Arrangement Agreement contains customary non-solicitation provisions with respect to the Corporation and each of its Subsidiaries, along with a right of the Board to respond to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal at any time prior to obtaining the approval by Shareholders of the Arrangement Resolution. Prior to entering into a Superior Proposal, the Corporation must first provide Acquisitionco with the opportunity to match any such Superior Proposal for a period of five (5) Business Days. See "The Arrangement Agreement – Acquisition Proposals" for more information on the non-solicitation and right to match provisions.

Shareholder Approval of the Arrangement

To be effective, the Arrangement Resolution must be approved, with or without variation, by the DIILUPDWLYHYRWHRIL?QRWOHVVWKDQҀRIWKHYRWHVFDVWE\WKH6KDUHKROGHUVSUHVHQWLQSHUVRQ or represented by proxy and entitled to vote at the Meeting; and (ii) not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes attached to Shares held by persons described in clauses (a) through (d) of Section 8.1(2) of MI 61-101, including Rizbollo, Emad Rizkalla, Name 3, Derrick Rowe and their associates.

The Arrangement Resolution must receive the Required Shareholder Approval in order for the Corporation to seek the Final Order and implement the Arrangement on the Effective Date. See "The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval".

Court Approval of the Arrangement

The Arrangement requires approval by the Court under section 192 of the CBCA. A copy of the Notice of Application applying for the Final Order approving the Arrangement is attached hereto as Appendix E. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on Thursday, April 1, 2021, at 9:30 a.m. (Atlantic Time) or as soon after that time as the motion can be heard. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement to the Shareholders. The Court may approve the Arrangement in any manner the Court may direct and determine appropriate with the consent of the Corporation and Acquisitionco, each acting reasonably. See "The Arrangement – Certain Legal and Regulatory Matters – Court Approval of the Arrangement".

Securities Laws Matters

The Corporation is subject to MI 61-101, which regulates transactions which raise the potential for conflicts of interest and is intended to ensure that all securityholders of an issuer are treated in a manner that is fair and that is perceived to be fair with respect to such transactions. In addition, the TSX-V has adopted MI 61-101 as TSX-V Policy 5.9.

The Arrangement is a "business combination" subject to MI 61-101. MI 61-101 provides that, in certain circumstances, where a "related party" (as defined in MI 61-101) of an issuer is acquiring the issuer, such transaction may be considered a "business combination" for the purposes of MI 61-101 and may be subject to minority shareholder approval, formal valuation and other requirements. Derrick Rowe, directly and indirectly through Name 3, is a major shareholder of the Corporation beneficially owning and controlling approximately 16.4% of the Shares. Emad Rizkalla, directly and indirectly through Rizbollo, is also a major shareholder of the Corporation holding approximately 58% of the Shares. Name 3 and Rizbollo are the shareholders of Acquisitionco. Consequently, minority shareholder approval of the Shareholders will be required for the Arrangement, requiring the affirmative vote of not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Shares held by persons described in clauses (a) through (d) of Section 8.1(2) of MI 61-101. This approval is in addition to the requirement that the Arrangement Resolution must be approved by at least 662/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The Arrangement will be exempt from the formal valuation requirement of MI 61-101 as the Corporation is not listed on a specified market set out in section 4.4(1)(a) of MI 61-101.For further details on the analysis relating to MI 61-101 on the Arrangement, see "The Arrangement – Certain Legal and Regulatory Maters – Securities Laws Matters".

In addition, the Term Loan, the Bridge Loan and the Guarantees are considered to be "related party transactions" within the meaning of MI 61-101. The Term Loan, Bridge Loan and the Guarantees are included in the Arrangement Resolution and must be approved by at least 662/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting. Pursuant to section 5.4(1) of MI 61-101, the Term Loan and the Bridge Loan are not subject to a formal valuation requirement as neither is a related party transaction described in any of paragraphs (a) to (g) of the definition of related party transaction.

Stock Exchange De-Listing and Reporting Issuer Status

The Shares are currently listed on the TSX-V and trade under the stock symbol "BPLI". It is expected that shortly following the Effective Date, the Shares will be de-listed from the TSX-V. Following the Effective Date, the Corporation will also seek to be deemed to have ceased to be a reporting issuer under the Securities Laws of each of the Provinces of British Columbia, Alberta and Newfoundland and Labrador under which it is currently a reporting issuer. The TSX-V has conditionally approved the proposed Arrangement, subject to the Corporation obtaining the required Shareholder approvals and fulfilling all of the filing requirements of the TSX-V.

Rizbollo Charitable Donation

In accordance with the terms and conditions of the Arrangement Agreement, Rizbollo may donate, at any time prior to 5:00 p.m. (Atlantic Time) on the seventh (7th) Business Day following the date on which the Required Shareholder Approval is obtained, 2,500,000 of the Rizbollo Shares to NAEL Family Foundation Inc. such that the charity shall be the holder of 2,500,000 Shares as of the Effective Time and thereby entitled to the Cash Consideration under the Arrangement. See ""The Arrangement – Rizbollo Charitable Donation" for further details.

Financing

The Arrangement is not subject to any financing condition.

In accordance with the terms and conditions of the Arrangement Agreement, the arrangement will be financed by two loans obtained by Acquistionco, as set forth in the Commitment Letter, namely the Term Loan in the amount of \$5,500,000 and the Bridge Loan in the amount of \$1,794,946, for a total loan amount of \$7,294,946, to be secured, in part by the Guarantees and security to be provided by the Corporation including an assignment of the Corporations' term deposits and credit balances, subject to the Required Shareholder Approval. See "The Arrangement – Financing" for further details.

Dissent Rights

Registered Shareholders as of the Record Date have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in section 190 of the CBCA. Registered Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular, including timing deadlines, and comply with the provisions of section 190 of the CBCA, the full text of which is set out in Appendix F to this Circular. See "Dissent Rights of Shareholders" for further details.

Risk Factors

The Arrangement may not be completed. If the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Shares. These and other risk factors described under "Risk Factors" should be carefully considered by Shareholders.

Income Tax Considerations

Shareholders should carefully read the information under "Certain Canadian Federal Income Tax Considerations" in this Circular, which sets out a general summary of certain tax considerations that may be applicable to Shareholders. Such disclosure is not intended to be legal or tax advice to any particular Shareholder. Shareholders should consult their own tax advisors with respect to their particular circumstances.

GENERAL PROXY MATTERS

This Circular is furnished in connection with the solicitation by and on behalf of the management of the Corporation of proxies to be used at the Meeting to be held at 10:00 a.m. (Atlantic Time) on Tuesday, March 30, 2021, or any adjournment(s) or postponement(s) thereof, to consider the matters set out in the Notice of Meeting accompanying this Circular.

It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by telephone, facsimile transmission, other electronic means or personal contact by the directors, officers or employees of the Corporation without special compensation. The Corporation may also retain a proxy solicitation agent. The cost of solicitation, including of any proxy solicitation agent retained by it, will be borne by the Corporation.

The Corporation will pay for Intermediaries to forward this Circular, the proxy form or a voting instruction form to OBOs under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

Meeting Information

The Meeting is scheduled to be held at 10:00 a.m. (Atlantic Time) on Tuesday, March 30, 2021. Out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 Pandemic, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a hybrid format. The Meeting will have a physical meeting location (18 Prescott Street, St. John's, Newfoundland and Labrador) and will permit limited in-person attendance subject to compliance with public health orders and protocols, but the Meeting will also permit Shareholders and duly appointed and registered proxyholders to participate virtually via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. The live audio webcast will be accessible online at https://web.lumiagm.com/289609788, using password "bpli2021" (case sensitive).

Attending the Meeting

The Corporation intends to hold the Meeting in a hybrid format. Due to the COVID-19 Pandemic, to mitigate risk to the health and safety of our communities, Shareholders and employees, the Corporation requests that Shareholders not attend the Meeting in person. The Corporation encourages Shareholders to instead vote their Shares in advance of the Meeting via mail, facsimile or online or virtually via the live audio webcast. No management presentation will be made at the Meeting.

The Corporation intends to follow the guidelines for maximum number of attendees permitted and physical distancing protocols as prescribed by the Public Health Agency of Canada and applicable provincial and local health authorities in Newfoundland and Labrador to minimize the spread of COVID-19, as such guidelines are applicable as at the date of the Meeting on March 30, 2021.

Registered Shareholders and duly appointed and registered proxyholders can access the Meeting by going to https://web.lumiagm.com/289609788, clicking "I have a login", entering a Control Number or Username and Password "bpli2021" (case specific), and accepting the terms and conditions before the start of the Meeting. The website will open 15 minutes prior to Tuesday, March 30, 2021 at 10:00 a.m. (Atlantic Time). Registered Shareholders and duly appointed and registered proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out below under "General Proxy Matters – Voting Instructions – Registered Shareholders".

The Transfer Agent will provide duly appointed proxyholders of Registered Shareholders with a Username after the proxy submission deadline has passed. Beneficial Shareholders who appoint themselves or a third party as proxy will receive a Username from the Transfer Agent if the Beneficial Shareholder has properly completed the proxy or voting instruction form and registered the appointee's details at https://www.computershare.com/BPLI. This will allow for the appointee to participate in the Meeting. Beneficial Shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form.

Beneficial Shareholders resident in the United States must obtain a valid legal proxy from their broker, bank or other agent and then register in advance to attend and vote at the Meeting. Beneficial Shareholders resident in the United States are advised to carefully follow the instructions from their broker or bank included with the proxy materials. After obtaining and completing the legal proxy, Beneficial Shareholders resident in the United States must also register to attend the Meeting by submitting a copy of their legal proxy to the Transfer Agent in addition to registering themselves at https://www.computershare.com/BPLI.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders.

Beneficial Shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to and observe the Meeting but will not be able to vote or otherwise participate at the Meeting. See "General Proxy Matters – Voting Instructions – Beneficial Shareholders" below.

Registered Shareholders, duly appointed and registered proxyholders and guests, including Beneficial Shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

• Log in online at https://web.lumiagm.com/289609788. We recommend that you log in at least one hour before the Meeting starts.

• Click "Login" and then enter your Control Number (see below) and password "bpli2021" (case sensitive).

OR

Click "Guest" and then complete the online form.

Registered Shareholders

The control number located on the form of proxy or in the email notification you received is your "Control Number" for the purposes of logging in to the Meeting.

Duly Appointed Proxyholders

The Transfer Agent will provide proxyholders with a Control Number by email after the proxyholder has been duly appointed and registered in accordance with the instructions provided in the form of proxy.

If you attend the Meeting, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

Voting Instructions

You can vote your Shares by proxy or at the Meeting. Please follow the instructions below based on whether you are a Registered Shareholder or a Beneficial Shareholder.

Beneficial Shareholders

You are a beneficial (non-registered) Shareholder (a "Beneficial Shareholder") if your Shares are held in the name of an intermediary ("Intermediary") (such as a bank, trust company or securities broker) or in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc.). Under Securities Laws, a Beneficial Shareholder is a "non-objecting beneficial owner" ("NOBO") if such Beneficial Shareholder has or is deemed to have provided instructions to the Intermediary holding the Shares on such Beneficial Shareholder's behalf not objecting to the Intermediary disclosing ownership information about the Beneficial Shareholder in accordance with such Securities Laws, and a Beneficial Shareholder is an "objecting beneficial owner" ("OBO") if such Beneficial Shareholder has or is deemed to have provided instructions objecting to same.

Applicable regulatory policy in Canada requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting.

If you are a NOBO, the Corporation has sent these materials directly to you, and your name and address and information about your holdings of Shares have been obtained in accordance with Securities Laws from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (a) delivering these materials to you, and (b) executing your proper voting instructions. The voting instruction form that is sent to NOBOs contains an explanation as to how you can exercise the voting rights attached to your Shares, including how to attend and vote directly at the Meeting. Please return your voting instructions as specified in the enclosed voting instruction form.

If you are an OBO, you received these materials from your Intermediary or its agent (such as Broadridge Financial Solutions Inc.), and your Intermediary is required to seek your instructions as to the manner in which to exercise the voting rights attached to your Shares. Your Intermediary will generally provide you with a voting instruction form or a proxy form. You should follow the voting instructions provided by your Intermediary. The Corporation has agreed to pay for Intermediaries to deliver to OBOs the proxy-related materials and the relevant voting instruction form. The voting instruction form that is sent to an OBO by the Intermediary or its agent should contain an explanation as to how you can exercise the voting rights attached to your Shares, including how to attend online and vote directly at the Meeting. Please provide your voting instructions to your Intermediary as specified in the enclosed voting instruction form.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada and in the United States. Broadridge typically mails a voting instruction form to Beneficial Shareholders in lieu of a proxy provided by the Corporation. The voting instruction form will name the same persons as the Corporation's proxy to represent you at the Meeting. You have the right to appoint a person (who need not be Shareholder), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote your Shares directly at the Meeting – the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Shares voted. Without specific instructions, Intermediaries are prohibited from voting shares for the Intermediary's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Voting at the Meeting

In the alternative, if you wish to vote at the Meeting, Beneficial Shareholders should enter their own names in the blank space on the form of proxy or voting instruction form provided to them and return the same to their Intermediary in accordance with the instructions provided by Intermediary well in advance of the Meeting. Additionally, Beneficial Shareholders are required to register such named proxyholders with the Transfer Agent prior to 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021 or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened at https://www.computershare.com/BPLI. The Transfer Agent will provide a Beneficial Shareholder or the appointed proxyholder, as applicable, with a Username if they have validly appointed themselves or a third party, as applicable, by proxy or voting instruction form and registered the appointee's details at https://www.computershare.com/BPLI. Beneficial Shareholders who appoint themselves or a third party will receive a Username from the Transfer Agent to participate in the Meeting. Beneficial Shareholders who have not appointed themselves may attend the Meeting by clicking "I am a guest" and completing the online form.

Please note that Beneficial Shareholders resident in the United States must send their completed legal proxy form to the Transfer Agent prior to 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021 or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened in addition to the steps above.

Beneficial Shareholders who have questions or concerns regarding any of these procedures may also contact their Intermediary. It is recommended that inquiries of this kind be made well in advance of the Meeting.

Changing your Vote

If you have already sent your completed voting instruction form to your Intermediary and you change your mind about your voting instructions, or want to vote at the Meeting, contact your Intermediary to find out whether this is possible and what procedure to follow.

Registered Shareholders

You are a Registered Shareholder if you have a share certificate for Shares and they are registered in your name or if you hold Shares through direct registration. You will find a form of proxy enclosed.

As a Registered Shareholder, you can vote your Shares in the following ways:

At the Meeting	If you are a Registered Shareholder you can attend the Meeting physically or virtually. Do not fill out and return your form of proxy if you intend to vote physically or virtually at the Meeting. Due to the COVID-19 Pandemic, to mitigate risk to the health and safety of our communities, Shareholders and employees, the Corporation requests that Shareholders not attend the Meeting in person. The Corporation encourages Shareholders to instead vote their Shares in advance of the Meeting via mail, facsimile or online or virtually via the live audio webcast. Go to https://web.lumiagm.com/289609788 prior to the start of the
	Meeting to login. Click on "I have a login" and enter your 15-digit Control Number or Username along with the password "bpli2021" (case specific).
Phone	For Registered Shareholders in Canada or the United States, call 1- 866-732-8683 (toll-free in North America) and follow the instructions. You will need to enter your Control Number. Follow the interactive voice recording instructions to submit your vote.
Internet	Go to www.investorvote.com. When instructed to enter your 15-digit Control Number, refer to your voting instruction form or your form of proxy. Votes conveyed by the Internet must be received no later than the cut-off time given on the voting instruction form or the form of proxy. To appoint a third party to attend and vote at the Meeting on your behalf, visit https://www.computershare.com/BPLI to register your appointee prior to 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021 after your proxy is submitted.
Mail	Enter voting instructions, sign the form of proxy and send your completed form of proxy to: Computershare Investor Services Inc. Attention: Proxy Department 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 To appoint a third party to attend and vote at the Meeting on your behalf, visit https://www.computershare.com/BPLI to register your appointee prior to 10:00 a.m. (Atlantic Time) on Monday, March 26, 2021 after your proxy is submitted. DO NOT MAIL BACK YOUR PROXY IF YOU VOTED BY PHONE OR INTERNET

Voting by Proxy

Voting by proxy means you are giving the person or persons named in your form of proxy the authority to attend the Meeting, or any adjournment(s) or postponement(s) thereof, and vote your Shares for you. Please mark your vote, sign, date and follow the return instructions provided in the enclosed form of proxy. By doing this, you are giving the directors or officers of the Corporation who are named in the form of proxy the authority to vote your Shares at the Meeting, or any adjournment or postponement thereof.

You can choose another person or company to be your proxyholder, including someone who is not a Shareholder. You can do so by following the instructions set out below under "Appointment of Proxies".

Voting at the Meeting

You do not need to complete or return your form of proxy if you plan to vote at the Meeting.

Simply follow the instructions set out under "Meeting Information – Attending the Meeting" above, to attend the Meeting in person or to complete a ballot virtually during the Meeting.

Due to the COVID-19 Pandemic, to mitigate risk to the health and safety of our communities, Shareholders and employees, the Corporation requests that Shareholders not attend the Meeting in person. The Corporation encourages Shareholders to instead vote their Shares in advance of the Meeting via mail, facsimile or online or virtually via the live audio webcast.

Changing your Vote

A Registered Shareholder who has submitted a proxy may revoke the proxy by delivering a signed instrument in writing, including another proxy bearing a later date, executed by the Registered Shareholder or his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized, to the Transfer Agent before the deadline for filing proxies, or in any other manner permitted by Law. The revocation of a proxy does not, however, affect any matter on which a vote has been taken prior to the revocation.

If you have followed the process for attending and voting at the Meeting virtually, voting at the Meeting virtually will revoke your previous proxy.

Appointment of Proxies

The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting or any postponement(s) or adjournment(s) thereof. As at the date of this Circular, the Corporation's management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any postponement(s) or adjournment(s) thereof, Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Corporation in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

If the instructions in a proxy given to the Corporation's management are specified, the Shares represented by such proxy will be voted FOR or AGAINST in accordance with your instructions on any poll that may be called for. If a choice is not specified, the Shares represented by a proxy given to the Corporation's management will be voted FOR the approval of the Arrangement Resolution as described in this Circular. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the persons designated in the form of proxy and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy and striking out the names now designated. Additionally, Shareholders are required to register such named proxyholders with the Transfer Agent at

https://www.computershare.com/BPLI, prior to 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021 or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

Shareholders are invited to virtually attend the Meeting. Registered Shareholders who are unable to virtually attend the Meeting or any postponement(s) or adjournment(s) thereof in person are requested to complete, date, sign and return the enclosed form of proxy or, alternatively, to vote by telephone, or over the internet, in each case in accordance with the enclosed instructions.

To vote by telephone, Registered Shareholders in Canada or the United States should call the Transfer Agent at 1-866-732-8683. Registered Shareholders will need to enter the control number provided on the form of proxy to identify themselves as shareholders on the telephone voting system.

Shareholders may convey their voting instructions through the Internet. The full website address is provided on the voting instruction form and form of proxy. Follow the instructions provided on the website to cast your vote. When instructed to enter your Web Voting ID Number, Control Number, Holder Account Number or Proxy Access Number, refer to your voting instruction form or your form of proxy. Votes conveyed by the Internet must be received no later than the cut-off time given on the voting instruction form or the form of proxy.

To be used at the Meeting, the completed proxy form must be deposited at the office of Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 by mail or the proxy vote must be otherwise registered in accordance with the instructions thereon.

Beneficial Shareholders who receive these materials through their Intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their Intermediary. To be effective, a proxy must be received by the Transfer Agent not later than 10:00 a.m. (Atlantic Time) on Friday, March 26, 2021, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

Revocability of Proxies

In addition to revocation in any other manner permitted by Law, a Registered Shareholder executing the enclosed form of proxy has the power to revoke it by depositing an instrument in writing executed by such Registered Shareholder or his or her legal representative authorized in writing or, where such Registered Shareholder is a corporation, by the corporation or a representative of the corporation. To be valid, an instrument of revocation must be deposited either to the registered office of the Corporation at 18 Prescott Street, St. John's, Newfoundland and Labrador A1C 3S4 or Computershare Investor Services Inc., Proxy Department, at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 at any time up to and including the last Business Day preceding the day of the Meeting, or in the case of any postponement or adjournment of the Meeting, the last Business Day preceding the day of the postponed or adjourned Meeting, or delivered to the Chair of the Meeting on the day fixed for the Meeting, and prior to the start of the Meeting or any postponement or adjournment thereof. A Registered Shareholder may also revoke a proxy in any other manner permitted by Law. Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures.

THE ARRANGEMENT

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of negotiations conducted between the independent directors comprising the Special Committee and its independent legal and financial advisors, on the one hand, and the representatives of Acquisitionco and their legal and financial advisors, on the other hand. The following is a summary of the main events that led to the execution of the Arrangement Agreement (including related definitive transaction agreements) and certain meetings, negotiations, discussions and actions of the Parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement on February 2, 2021.

On July 19, 2018, the management of the Corporation was introduced to a private equity firm (the "PE Firm") that was interested in a potential transaction involving the Corporation. A general discussion was held, and both parties agreed to further explore the opportunity and a nondisclosure agreement was put in place on August 16, 2018. The Corporation provided the PE Firm with access to financial and other confidential information as requested through its secure data room.

On September 13, 2018, the Board held a meeting at which the Corporation's counsel, Stewart McKelvey, presented to the Board on the process required to undertake a going private transaction, the necessary approvals and best practices. Following the presentation from Stewart McKelvey, the Board considered preliminary proposals from a US entity (with which it had discussions earlier in 2018) and the PE Firm and determined that neither, in their current forms, were acceptable. The Board then discussed the establishment of a special committee of the board comprised entirely of independent directors which would engage its own independent legal counsel and financial advisors and evaluate any transactions put forward.

On September 17, 2018, the Corporation received an updated proposal from the PE Firm, which included consideration comprised of cash and securities, as well as some additional terms and conditions, including certain holdbacks. This proposal was considered inferior to the proposal that was received from the US entity earlier in 2018 and management reengaged with the PE Firm with a view to obtaining a more competitive proposal.

On September 25, 2018, the Board met to discuss the status and progress with respect to the proposals that the Corporation had received to date and to establish the Special Committee for the purpose of evaluating any formal proposals received by the Corporation in connection with a potential transaction to acquire the issued and outstanding Shares of the Corporation or complete a similar transaction to affect a reorganization, amalgamation or merger. The Special Committee, comprised of Mr. Paul Sparkes (Chair), Mr. Andrew Youngman and Mr. Tom Astle, was established for the purposes of, among other things: (i) reviewing and evaluating any formal proposals received by the Corporation; (ii) overseeing negotiations respecting any definitive agreements or other documents to be entered into by the Corporation in connection with any potential transaction related to the acquisition of the outstanding securities of the Corporation or its assets, or any reorganization, amalgamation, arrangement, merger or similar transaction, and (iii) overseeing the implementation of any such potential transaction. The Board then approved a formal mandate for the Special Committee and the Special Committee was authorized by the Board to retain advisors, including legal and financial advisors, to assist it in carrying out its mandate and performing its duties and in otherwise fulfilling its obligations.

Following the establishment of the Special Committee, Dentons Canada LLP ("Dentons") was appointed as independent legal counsel to the Special Committee. The Chair of the Special Committee also contacted representatives of certain accounting, business advisory and consulting firms with respect to the engagement of an independent financial advisor to the Special Committee.

On September 26, 2018, the Special Committee held its inaugural meeting, at which the appointment of Dentons was confirmed and approved. At the meeting, the Special Committee discussed the two proposals that were under consideration at such time, neither of which had progressed to final terms. At the time, the US entity had provided a revised LOI that proposed a cash acquisition of all shares and the transfer of the BLNI-related assets to the Principals, all subject to various conditions precedent, including certain contracts being executed and additional due diligence and it was determined that more clarification of such conditions and the proposal would be required. The PE Firm's proposal had not been finalized and no LOI had been received at the time. The Special Committee also discussed the potential need for a fairness opinion and/or independent valuation and authorized the Chair of the Special Committee to obtain proposals from potential independent financial services providers.

On September 28, 2018, the Special Committee met to discuss the earlier proposal received from the US entity. The Special Committee determined that further due diligence was required to determine whether the US entity could successfully arrange for adequate financing to execute on its proposal and no decisions were made at such time.

On September 30, 2018, the US entity terminated discussions with the Corporation. Discussions continued with the PE Firm with respect to a proposed transaction over the next two months.

On December 11, 2018, the Special Committee met to consider a draft letter of intent from the PE Firm. Given the preliminary form of the draft letter of intent, the Special Committee deferred further consideration of the PE Firm's proposal until a more advanced, comprehensive proposal was available.

Between January 15, 2019 and January 25, 2019, management of the Corporation negotiated the terms of a proposal with the PE Firm.

After considering offers of services from various parties, on January 22, 2019, the Special Committee approved engaging the Financial Advisor, as financial advisor to the Special Committee, and to prepare a fairness opinion, from a financial point of view, with regards to the 2019 Proposal. As part of such exchanges, the Financial Advisor confirmed that it was "independent" of all interested parties for the purposes of MI 61-101, and that it was not in a conflict of interest.

On January 28, 2019, the Special Committee met and were provided with a substantially revised draft proposal by the PE Firm which contemplated the acquisition of the Shares for cash consideration of \$0.245 per Share (other than the Shares of the Principals which were to be acquired for a combination of cash and securities of affiliates of the PE Firm, subject to certain holdbacks) (the "2019 Proposal"). The Special Committee discussed the significant nature of the changes from the earlier proposal received in December 2018 and the interest in the potential transaction of the Principals. Dentons and the Special Committee discussed, among other things, the related party nature of the transaction as a result of the interest of the Principals in the proposed transaction, and related considerations under MI 61-101. Notwithstanding such interest of the Principals, after considering the non-binding nature of the proposal and the condition that the Special Committee receive a fairness opinion in respect of the consideration contemplated in the 2019 Proposal, the Special Committee determined that the 2019 Proposal was one that might reasonably result in a transaction that could be in the best interests of the Corporation and its securityholders and recommended to the Board that the Corporation proceed to negotiate the terms and conditions of potential definitive agreements contemplated in the 2019 Proposal.

On March 1, 2019, the Special Committee met with the Financial Advisor to discuss the analytical approaches and methodologies being used by the Financial Advisor in connection with its preliminary analysis regarding fairness. Following this discussion, Dentons led a discussion on the duties and responsibilities of the Board and the Special Committee in transactions such as the transaction contemplated in the 2019 Proposal. In addition, acknowledging the particular interests of the Principals, Dentons advised the Special Committee on the process and role of the Special Committee, including with respect to managing such conflicts of interest and overseeing the negotiation of the 2019 Proposal and any potential transaction arising therefrom.

On May 3, 2019, the Special Committee met with management of the Corporation to discuss the status of the 2019 Proposal. Management noted that negotiations had progressed and drafts of the related transaction documents had been circulated. However, management also noted that following continued due diligence, the PE Firm had indicated that there would be a material reduction in the price to be paid for the Corporation.

On May 9, 2019, the Special Committee was advised that the revised consideration to be offered by the PE Firm was \$0.223 per Share. The Financial Advisor was instructed to consider this in the context of its opinion regarding fairness.

Negotiations continued between the parties until June 12, 2019, when the Special Committee was advised that the PE Firm advised that it wished to discontinue the negotiations related to the 2019 Proposal. The PE Firm failed to resume discussions related to the 2019 Proposal and the Special Committee suspended its efforts but was not formally dissolved. At the same time, the engagement with the Financial Advisor was terminated.

On March 4, 2020, the Principals tabled an unsolicited letter (the "Initial Proposal") for and on behalf of a corporation to be incorporated, communicating a preliminary non-binding proposal by the Principals to privatize the Corporation for a cash purchase price of \$0.20 per Share, other than in respect of certain Shares held directly or indirectly by the Principals. The closing price of the Shares on the TSX-V on this date was \$0.095 per Share, which implied a potential premium of approximately 129% to the average volume-weighted average price of the Shares on the TSX-V for the 20-day period preceding the date of the Initial Proposal.

Following the tabling of the Initial Proposal, the Principals declared their interest in the potential transaction. Thereafter, the independent members of the Board that were not interested in the potential transaction met and, in light of the interests of the Principals in the proposed transaction, the work of the Special Committee was re-initiated for the purposes of, among other things, reviewing, evaluating and considering: (i) the unsolicited Initial Proposal; (ii) any other proposals that the Corporation may receive in respect of a potentially competing or alternative transaction; and (iii) to negotiate the definitive agreements and other documents to be entered into by the Corporation in connection with the Initial Proposal and to oversee the implementation of the Initial Proposal. The Special Committee was authorized by the Board to retain advisors, including legal and financial advisors, to assist it in carrying out its mandate and performing its duties and in otherwise fulfilling its obligations.

The Special Committee commenced its work, and with the assistance and advice of Dentons, determined that the structure and significant terms and conditions of the Initial Proposal were significantly less complicated and presented less risk than the terms and conditions of the 2019 Proposal as the Initial Proposal was structured as an all cash offer with no significant conditions precedent, other than the requisite approvals of the Shareholders (including minority shareholders), the Court and the TSX-V be obtained.

On March 13, 2020, in response to comments from the Special Committee and Dentons, the Principals tabled a revised Initial Proposal, which among other things, contemplated the delivery of a term sheet from a chartered bank or other financial institution satisfactory to the Special Committee as a condition precedent to entering into a definitive agreement. Further negotiations ensued regarding the Principals' sources of financing and the Special Committee determined it would not be prepared to enter into the Initial Proposal, unless it could be agreed that such term sheet be delivered and reviewed by the Special Committee prior to entering the Initial Proposal and that a commitment letter in respect of such financing be obtained by the Principals and delivered to the Special Committee as a condition precedent to entering into any definitive agreement. Further discussions on these points ensued, but as a result of the materialization of the COVID-19 pandemic at the time, the Principals suspended their efforts to arrange the requisite financing to support their cash offer. For this reason, negotiations related to the Initial Proposal were paused between March 2020 and October 2020 and the Special Committee was dissolved by resolution of the Board on April 30, 2020.

On October 15, 2020, the Board re-instated the Special Committee by written resolution and the Special Committee met on October 20, 2020 to confirm the re-engagement of Dentons and the Financial Advisor and to discuss updates and changes that were made to the Initial Proposal and received by the Special Committee on October 17, 2020. The Special Committee agreed to defer any further consideration of the Initial Proposal until it received satisfactory evidence from the Principals of the funding for the proposed transaction. Following this meeting, the Financial Advisor was formally re-engaged as independent financial advisor to the Special Committee on October 21, 2020.

On November 19, 2020, the Principals tabled an updated proposal (the "Updated Proposal") maintaining their cash offer price of \$0.20 per Share under the Initial Proposal and accepting the terms and conditions relating to the financing that the Special Committee had requested in connection with the negotiation of the Initial Proposal. At the same time, the Principals also presented a term sheet from the Lender, which set forth the terms and conditions of proposed debt financing to be made available to the Principals to facilitate the proposed acquisition of the Shares.

On November 24, 2020, the members of the Special Committee met to discuss the Updated Proposal, including, without limitation, consideration of the proposed cash consideration and the terms of the acquisition financing. The terms of such financing had been updated to include the addition of the Bridge Loan to be obtained by Acquisitionco from the Lender, which would be secured, in part by the Corporation providing certain guarantees and assigning deposits and credit balances in the amount of the Bridge Loan to the Lender.

As part of its deliberations, the Special Committee considered the impact of the inclusion of the Bridge Loan as part of the structure to fund a portion of the cash consideration to be provided pursuant to the Arrangement and the anticipated obligations of the Corporation in respect of providing the required security for such financing. The Special Committee considered, among other factors, that the Bridge Loan would be outstanding for a very limited period of time prior to the completion of the Arrangement, would be disclosed in the press release announcing the Arrangement and would be set out in the information circular prepared in connection with the Arrangement.

In discussing the terms of the Updated Proposal, the associated financing proposal and the Corporation's anticipated obligations under the Bridge Loan, the Special Committee considered, among other factors, the non-binding nature of the Updated Proposal, the condition that the Special Committee receive a fairness opinion, the condition that the Special Committee receive a commitment letter in connection with the required financing and that the Updated Proposal did not restrict the directors from taking any action required to discharge their fiduciary duties to the Corporation. During the November 24, 2020 meeting, Dentons also advised the Special Committee about the importance of maintaining an independent process given the related party nature of the particular transaction proposed in the Updated Proposal and the inherent conflicts of interests. Dentons and the Special Committee discussed the implications of the nature of the conflicts of interest inherent in the proposed transaction and the structure and terms of proposed transaction contemplated by the Updated Proposal, as compared to previous proposals (discussed above), and the heightened significance of managing such conflicts of interest and running an independent process. Discussion also included the role of the Special Committee in reviewing and evaluating the Updated Proposal and negotiating the terms and conditions of the proposed transaction, as well as any other potential transaction arising therefrom. Dentons and the Special Committee further discussed the mandate of the Committee that was previously prepared in connection with the 2019 Proposal, and that it was necessary and advisable to update such mandate to reflect the particular nature of the structure, terms, parties and inherent conflicts involved in the proposed Arrangement under the Updated Proposal. Finally, Dentons and the Special Committee discussed, among other things, the considerations under MI 61-101 applicable to the proposed transaction.

Following extensive deliberation regarding the Updated Proposal, the Special Committee determined that the proposed Arrangement could be in the best interests of the Corporation and the Special Committee agreed to continue negotiations with the Principals with respect to the terms and conditions of the definitive agreements contemplated by the Updated Proposal.

On November 30, 2020, the members of the Special Committee met to discuss the financial terms of the proposed Arrangement. At the meeting, the Financial Advisor provided the Special Committee with a draft report outlining its financial analysis of the Corporation summarizing its preliminary views on the fairness of the consideration of \$0.20 per Share, pursuant to the Updated Proposal, including factors and considerations that would be determinate for a range of Share prices to consider in discussions with the Principals. noted their involvement as a financial advisor to the Special Committee since 2018 and that the draft report presented reflected prior work completed in connection with prior mandates, updated to reflect recent developments, specifically the impact of COVID-19 on the Corporation. The Financial Advisor also presented to the Special Committee on the various analytical approaches and methodologies considered by the Financial Advisor, including a discounted cash flow analysis (based on internal management forecasts), a review of comparable precedent transactions, and comparable publicly-traded company analysis. The Special Committee discussed the financial terms of the Updated Proposal having regard to the Financial Advisor's preliminary financial analysis and determined that the proposed purchase price of \$0.20 per Share did not adequately reflect the potential value of the Corporation, and authorized the Chair of the Special Committee to engage in further negotiations with the Principals with a view to obtaining an increased offer price.

Following such negotiations, on December 5, 2020, the Principals provided the Special Committee with an amendment to the Updated Proposal (the "Amendment") increasing the cash consideration payable under the Arrangement from \$0.20 per Share to \$0.23 per Share. As a result of the increased offer price, the Amendment also increased the amount of the Bridge Loan from \$1,000,000 to \$2,000,000.

On December 9, 2020, the members of the Special Committee met with Dentons and the Financial Advisor to consider the Amendment. As part of its deliberations, the Special Committee considered the Share price ranges implied by the analysis previously provided by the Financial Advisor and the fact that the increased Bridge Loan would remain subject to shareholder approval at the Meeting. Following such deliberations, the Special Committee resolved that the Amendment be approved and authorized the Chair to execute the Amendment and to proceed with negotiations toward a definitive agreement with the Principals.

On December 21, 2020, an initial draft of the Arrangement Agreement and other draft transactional agreements were provided by Stewart McKelvey, counsel to the Corporation, to Dentons.

Further thereto, on January 5, 2021, the Special Committee met with Dentons to consider the draft Arrangement Agreement. At the meeting, Dentons led a detailed review of the Arrangement Agreement, including an analysis of the conflicts of interest that exist in a transaction of this nature. The Special Committee engaged with Dentons in discussions regarding proposed comments and revisions and, following such discussions, revised drafts of the Arrangement Agreement and related transaction documents were advanced with Stewart McKelvey prior to being delivered to the Principals and their counsel.

Throughout January until February 2, 2021, the date the Arrangement Agreement was entered into, the Special Committee and the Principals, together with their respective advisors, engaged in further negotiations on the terms and conditions of the Arrangement Agreement, the Plan of Arrangement, the financing arrangements contemplated by the Commitment Letter and other ancillary transaction agreements.

On February 2, 2021, the Special Committee met with Dentons and the Financial Advisor to consider the proposed final drafts of the Arrangement Agreement and related transaction documents that resulted from such negotiations, which reflected the terms and conditions of the Commitment Letter, which ultimately contemplated the Corporation providing security for the Term Loan in addition to the Bridge Loan. Discussion was had regarding the implications of the terms and conditions of the Commitment Letter on the Arrangement, and in particular with respect to the shareholder approval requirements for providing security for the Term Loan and that providing such security would not affect the consideration to be received by Minority Shareholders pursuant to the Arrangement. The Special Committee also considered the material terms and conditions of the Commitment Letter, including the conditions to drawdown, which includes the Corporation's receipt of all required Shareholder, Court and TSX-V approvals, and the nature, extent and timing of the security to be provided by the Corporation and its subsidiaries, which would remain subject to obtaining the requisite Shareholder and TSX-V approvals. At the meeting, the Financial Advisor presented its updated financial analysis and verbally delivered its opinion to the effect that, subject to the assumptions, limitations and qualifications to be contained in the Financial Advisor's fairness opinion, the consideration of \$0.23 per Share to be paid pursuant to the Arrangement Agreement was fair, from a financial point of view, to the Minority Shareholders.

The Special Committee then finalized its report and recommendation to the Board, taking into account the Financial Advisor's verbal confirmation of its fairness opinion, and such other matters as it considered relevant, and unanimously recommended that: (i) the Corporation pursue the consummation of the proposed arrangement and enter into an arrangement agreement substantially in the form of the Arrangement Agreement, and the ancillary documents, agreements and arrangements contemplated therein, including such agreements to be entered into in connection with the terms of the Commitment Letter and all guarantees and security documents and arrangements contemplated thereunder, subject to any requisite shareholder approvals and as approved by the Board; and (ii) the Board recommended that the Shareholders vote in favour of the Plan of Arrangement.

Shortly after such meeting of the Special Committee, the Board met on February 2, 2021 with the Principals, in their capacity as directors, declaring their interest in the potential transaction. After having received the unanimous recommendation of the Special Committee in favour of the Arrangement and taking into account the Financial Advisor's fairness opinion and such other matters as it considered relevant, the Board unanimously determined (with the Principals abstaining): (i) that the Plan of Arrangement and the transactions contemplated thereby (including, without limitation, providing the guarantees and other security contemplated thereunder) is in the best interests of the Corporation and its Minority Shareholders; (ii) that it is advisable and in the best interests of the Corporation to complete the proposed Plan of Arrangement; (iii) that the consideration offered by Acquisitionco pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Minority Shareholders; and (iv) to recommend that Shareholders vote in favour of the Plan of Arrangement. The Board then approved the Arrangement, the Arrangement Agreement, the Plan of Arrangement and the Security Documents to be provided in connection with the Bridge Loan and the Term Loan, subject to the approval of the Shareholders.

The Arrangement Agreement, the Commitment Letter and other definitive transaction agreements were then finalized and executed by the relevant parties thereto, and a press release announcing the transaction was issued after markets closed on February 2, 2021.

Recommendation of the Special Committee

Having undertaken a thorough review of, and carefully considered, information concerning the Arrangement, the Fairness Opinion and after consulting with independent financial and legal advisors, the Special Committee determined that (a) the Arrangement is in the best interests of the Corporation and the Minority Shareholders; (b) the Cash Consideration offered by Acquisitionco pursuant to the Arrangement Agreement is fair, from a financial point of view, to the Minority Shareholders; (c) it is advisable and in the best interests of the Corporation to complete the proposed Arrangement; and the Special Committee unanimously recommended to the Board of Directors that: (i) the Corporation pursue the consummation of the Arrangement, enter into the Arrangement Agreement, and enter into the ancillary documents and agreements and arrangements contemplated therein, including in connection with the Commitment Letter and all guarantees and security documents and arrangements contemplated thereunder, subject to any requisite shareholder approvals and as approved by the Board; and (ii) the Board recommend that the Shareholders vote in favour of the Plan of Arrangement.

Recommendation of the Board

Based upon the consideration by the Board of, among other things, the alternatives available to the Corporation and the Fairness Opinion and the recommendation of the Special Committee, the Board has unanimously determined: (a) that the Plan of Arrangement and the transactions contemplated thereby (including, without limitation, providing the guarantees and other security contemplated thereunder) are in the best interests of the Corporation and its Shareholders (other than Rizbollo and Name 3); (b) that it is advisable and in the best interests of the Corporation to complete the proposed Plan of Arrangement; (c) that the consideration offered by Acquisitionco pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Shareholders (other than Rizbollo and Name 3); and (d) to recommend that Shareholders vote FOR the Arrangement Resolution.

Considerations of the Special Committee and the Board in Making Recommendations

Reasons for the Recommendation

In making its determinations, the Special Committee considered and relied upon a number of substantive factors, including the following:

• (a) the Cash Consideration of \$0.23 per Share represents, approximately, a 46% premium to the average volume-weighted average price of the Shares on the TSX-V for the 20-day period preceding the announcement of the Arrangement which occurred on February 2, 2021;
• (b) the Fairness Opinion of the Financial Advisor to the effect that, as of February 2, 2021 and based upon and subject to the assumptions, limitations and qualifications contained therein, the Cash Consideration of \$0.23 per Share in cash to be paid pursuant to the Arrangement is fair, from a financial point of view, to the Minority Shareholders;
• (c) the Corporation's relatively small public float, absence of institutional investors, and equity research coverage, ongoing public company costs, limited ability to raise additional and limited liquidity and trading volume, indicate that the Corporation is not well suited to being a publicly traded company;
• (d) given the substantial holdings of the Principals and their substantial involvement in day-to-day operations of the Corporation, it may be difficult to sell the Corporation to anyone other than the Principals or their partners;
• (e) the Cash Consideration payable pursuant to the Arrangement will be paid entirely in cash, which provides Minority Shareholders with the opportunity to monetize their investment for immediate liquidity, and which provides Minority Shareholders with certainty of value that will not be impacted by market fluctuations;
• (f) the Special Committee does not believe that the Corporation's ability to raise the funds necessary to pursue its business objectives is enhanced by its status as a public company, nor that seeking to raise such funds through the public market would be the most cost and time efficient way of doing so;
• (g) the Special Committee has not identified any realistic alternative transaction to the Arrangement. The Special Committee has had previous discussions regarding the sale of the Corporation with independent third parties, however such discussions were ultimately unable to be consummated on satisfactory terms. Although the terms of the Arrangement Agreement enable the Corporation to respond, prior to the approval of the Arrangement by Securityholders, to bona fide unsolicited acquisition proposals that the Board determines in good faith could reasonably be expected to lead to a Superior Proposal (as defined in the Arrangement Agreement), the emergence of a Superior Proposal is considered to be remote. Furthermore, there is no assurance that an alternative or Superior Proposal would be supported by the Principals;

• (h) the terms and conditions of the Arrangement Agreement, including the conditions precedent for the benefit of each party are reasonable, and no "break fee" is payable to Acquisitionco should the Corporation terminate the Arrangement Agreement to enter into an unsolicited Superior Proposal;

• (i) the confirmation provided by Locked-Up Shareholders having entered into the Lock-Up Agreements with Acquisitionco in respect of 93,498,724 Shares and approximately 87.65% of the total number of issued and outstanding Shares and 50.02% of the Shares to be counted in the required minority shareholder vote pursuant to MI 61-101. Such Shareholders have agreed, among other things, to vote in favour of the approval of the Arrangement Resolution. The Lock-Up Agreements can be terminated by mutual consent between the parties thereto, if the Board changes its recommendations in connection with the receipt of a Superior Proposal in compliance with the Arrangement Agreement or upon notice by the Shareholder if the Arrangement Agreement is amended to change the form or decrease the amount of consideration payable for Shares. The Lock-Up Agreements will automatically terminate upon the earlier of the Effective Date, the Outside Date and the termination of the Arrangement Agreement in accordance with its terms;

• (j) the Board retains the ability, notwithstanding the non-solicitation provisions of the Acquisition Agreement, to engage in or participate in discussions or negotiations with a third-party making an Acquisition Proposal that constitutes or could reasonably be expected to constitute or lead to, a Superior Proposal;
• (k) the terms and conditions of the Acquisition Agreement, which were extensively negotiated by the Special Committee with the assistance of their respective independent legal and financial advisors, including the fact that the Corporation's and Acquisitionco's representations, warranties and covenants and the conditions to completion of the Arrangement are after consultation with the Corporation's and the Special Committee's legal advisors, are reasonable in light of all applicable circumstances, including the Cash Consideration offered by Acquisitionco;
• (l) Acquisitionco's obligation to complete the Arrangement is subject to a limited number of conditions, which the Special Committee, after consultation with the Corporation's legal advisors, believes are reasonable under the circumstances;
• (m) the reasonable assurance that such limited number of conditions to closing will be achieved within the timeframe set out in the Arrangement Agreement and the Arrangement is likely to be completed in accordance with its terms prior to the outside date of June 30, 2021 or such later date as may be determined in accordance with the Arrangement Agreement;
• (n) the availability of the credit facilities to Acquisitionco under the Commitment Letter is subject to a limited number of conditions, which the Special Committee, after consultation with the Corporation's legal advisors, believes are reasonable under the circumstances;
• (o) the reasonable assurance that such limited number of conditions to draw-down under the Commitment Letter will be achieved within the timeframe set out in the Commitment Letter and the Arrangement is likely to be completed in accordance with its terms prior to the outside date of June 30, 2021 or such later date as may be determined in accordance with the Arrangement Agreement and Commitment Letter;
• (p) customary rights and approvals continue to protect the interests of minority shareholders, including: (i) the Arrangement Resolution must be approved by at least 662/3% of the votes cast by all of the Shareholders voting in person or by

proxy at the Meeting; (ii) pursuant to MI 61-101, the Arrangement requires the approval of a simple majority of the votes cast by the Shareholders voting in person or by proxy at the Meeting, excluding the votes of the Principals, (iii) the Arrangement must be approved by the Court, which will consider, among other things, the substantive and procedural fairness of the terms of conditions of the Arrangement to the Shareholders, and (iv) registered Shareholders have Dissent Rights with respect to the Arrangement;

• (q) the Corporation's obligations to provide security for the benefit of Acquisitionco pursuant to the Commitment Letter is subject to approval by the Shareholders, and must be approved by (i) at least 662/3% of the votes cast by all of the Shareholders voting in person or by proxy at the Meeting; and (ii) pursuant to MI 61-101, further requires the approval of a simple majority of the votes cast by the Shareholders voting in person or by proxy at the Meeting, excluding the votes of the Principals;
• (r) the Arrangement does not trigger any change of control entitlements or management "golden parachute" for any directors, officers or employees of the Corporation;
• (s) the Arrangement is not subject to due diligence or financing conditions and Acquisitionco has provided the Corporation with satisfactory evidence, including the executed Commitment Letter with the Lender to provide Acquisitionco with loans and/or credit facilities, Acquisitionco has arranged for fully committed financing that is not subject to unusual conditions; and
• (t) the Arrangement will allow each Shareholder to dispose of his, her or its Shares without incurring brokerage fees or commissions.

The Special Committee is of the opinion that the Arrangement process affords satisfactory procedural fairness to the Minority Shareholders, insofar as:

• (a) the Special Committee concluded, after extensive negotiations with the Principals and having considered the acquisition financing arranged by the Principals, that the consideration agreed to, which represented a notable increase from the consideration initially proposed by the Principals, was the highest price that could be obtained and that further negotiation could have caused the Principals to withdraw the proposal, which would have deprived Shareholders of the opportunity to evaluate and vote in respect of the Arrangement;
• (b) Shareholders will have an opportunity to vote on the Arrangement, which requires approval by at least (i) 662/3% of the votes cast by Shareholders represented at the Meeting in person or represented by proxy, and (ii) a simple majority of the votes cast by the minority shareholders represented at the Meeting in person or represented by proxy;

• (c) the Board retains the ability, in certain circumstances, to change its recommendation with respect to the proposed transaction, or to recommend an alternative Acquisition Proposal, provided that the Corporation must pay the Pre-Arrangement Expenses and all out-of-pocket third party transaction expenses incurred by the Principals from the date of the Arrangement to the extent they relate to the Arrangement;

• (d) in the Special Committee's view, the Pre-Arrangement Expenses and out-ofpocket third party transaction expenses incurred by the Principals from the date of the Arrangement would not preclude a third party from making a potential unsolicited Superior Proposal in respect of the Corporation;

• (e) registered Minority Shareholders may, upon compliance with certain conditions and in certain circumstances, exercise their Dissent Rights and, if ultimately successful, receive fair value for their Shares as determined by a court;
• (f) in the Special Committee's view, the terms of the Arrangement Agreement treat stakeholders of the Corporation fairly; and
• (g) the Arrangement is otherwise expected to benefit the Corporation and other stakeholders.

The Special Committee also considered a number of potential risks and potential negative factors relating to the Arrangement, including the following:

• (a) the risks to the Corporation if the Arrangement is not completed, including the costs to the Corporation in pursuing the Arrangement, the diversion of management's attention away from conducting the Corporation's business in the ordinary course and the potential impact on the Corporation's current business relationships (including with current, future and prospective employees, customers, suppliers and partners);
• (b) the risk that the Lender does not fund the committed financing pursuant to the Commitment Letter, or that Acquisitionco is otherwise unable obtain adequate financing from alternative lenders and/or other sources in order to complete the Arrangement;
• (c) the fact that the Corporation has agreed to reimburse all fees and expenses incurred by the Principals in connection with the Arrangement, including the Pre-Arrangement Expenses, regardless of whether the Arrangement is completed or terminated, except if the Arrangement is not consummated as a result of a breach of any term of the Arrangement Agreement by Acquisitionco or the Principals;
• (d) the Corporation's non-solicitation obligations under the Arrangement Agreement, and Acquisitionco's right under the Arrangement Agreement to match a Superior Proposal may discourage other parties from making a Superior Proposal. The Special Committee and the Board understood that such restrictions could limit the possibility that a Superior Proposal will emerge;
• (e) that, if the Arrangement is successfully completed, the Corporation will no longer exist as a publicly-listed corporation and the consummation of the Arrangement will eliminate the opportunity for Minority Shareholders to participate in potential longer term benefits of the business of the Corporation that might result from future growth and the potential achievement of the Corporation's long-term plans to the extent that those benefits, if any, exceed the benefits reflected in the consideration to be received under the Arrangement and with the understanding that there is no assurance that any such long term benefits will in fact materialize;
• (f) that the Special Committee has not conducted any further public solicitation processes or formal "market checks" prior to entering into the Arrangement

Agreement, other than those related to negotiations with third parties as described in the "Prior Proposals" section above, having regard to (i) the fact that the Principals' proposal represents an important premium to the prevailing market price of the Shares; (ii) the fact that the Principals beneficially own or control approximately 74.4% of the issued and outstanding Shares and therefore, have the ability to determine whether the Corporation pursues or supports any other transaction in which they would sell or otherwise dispose of any of their interests in the Corporation to a third party; (iii) the fact that the Support Shareholders have entered into agreements with Acquisitionco whereby they agree and undertake to vote all of their respective Shares in favour of the Arrangement, (iv) the fact that the Arrangement Agreement allows the Corporation to respond to a Superior Proposal, subject to the reimbursement of certain fees and expenses as described above; and (v) the prior public solicitation processes that are described in the "Prior Proposals" section above;

• (g) the conditions to Acquisitionco's obligation to complete the Arrangement and the right of Acquisitionco to terminate the Arrangement Agreement under certain limited circumstances;
• (h) the restrictions imposed pursuant to the Arrangement Agreement on the conduct of the Corporation's business during the period between the Arrangement Agreement and the consummation of the Arrangement; and
• (i) the fact that the Arrangement will be a taxable transaction and, as a result, Minority Shareholders will generally be required to pay taxes on any gains that result from their receipt of the consideration pursuant to the Arrangement.

The members of the Special Committee evaluated all the factors summarized above in light of their knowledge of the business and operations of the Corporation and the exercise of their business judgment. The Special Committee did not find it practicable to quantify, rank or otherwise attempt to assign relative weights to the foregoing factors considered in its determination. In addition, in considering the factors described above, individual members of the Special Committee may have given different weights to various factors and may have applied different analyses to each of the material factors considered by the Special Committee. Moreover, the Special Committee evaluated the proposed terms of the Term Loan and Bridge Loan in making its determinations, placed particular emphasis on the fact that the Term Loan and Bridge Loan would be outstanding for a very limited period of time prior to the Arrangement only after Shareholders approved the Arrangement and that it has no negative impact on the Cash Consideration to be paid pursuant to the Arrangement.

Fairness Opinion

In determining that the Arrangement is in the best interests of the Corporation and fair to the Minority Shareholders, the Special Committee considered, among other things, the Fairness Opinion.

The following summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion attached to this Circular as Appendix C to the Circular. The Corporation encourages you to read the Fairness Opinion in its entirety. The Fairness Opinion is not a recommendation as to how any Shareholder should vote with respect to the Arrangement or any other matter.

The Special Committee, on behalf of the Corporation and the Board, entered into an engagement letter on October 21, 2020 with the Financial Advisor (the "BF Engagement Letter") pursuant to which, among other things, the Financial Advisor agreed to address the fairness, from a financial point of view, of the Cash Consideration to be paid pursuant to the Arrangement Agreement. In connection with this mandate, on February 2, 2021, the Financial Advisor provided an oral opinion to the Special Committee, which was subsequently confirmed in writing, to the effect that, as at such date, and subject to the assumptions, limitations and qualifications set forth therein, the Cash Consideration to be paid pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. The Fairness Opinion was one of a number of factors taken into consideration by the Special Committee in considering the Arrangement.

The Financial Advisor is an independent investment bank providing a full range of financial advisory services related to mergers and acquisitions, divestitures, minority investments, fairness opinions, valuations and financial restructurings. The Financial Advisor has been a financial advisor in a significant number of transactions throughout Canada and North America involving public and private companies in various industry sectors and has extensive experience in preparing fairness opinions in transactions similar to the arrangement contemplated by the Arrangement Agreement and the Arrangement.

The full text of the Fairness Opinion, which sets forth among other things, assumptions made, matters and methodologies considered, information reviewed and limitations on the review undertaken by the Financial Advisor in connection with the Fairness Opinion is attached as this Circular as Appendix C to this Circular.

Pursuant to the BF Engagement Letter, the Financial Advisor is to be paid a fixed fee in connection with its mandate and is not entitled to a success fee. The Financial Advisor's fee is not contingent, in whole or in part, on the conclusions reached in the Fairness Opinion or the completion of the Arrangement, and the Financial Advisor does not otherwise have an interest in the completion of the Arrangement. In addition, pursuant to the BF Engagement Letter, the Financial Advisor will be indemnified by the Corporation under certain circumstances for liabilities arising in connection with its engagement.

Shareholders are urged to read the Fairness Opinion in its entirety. See Appendix C of this Circular for the full text of the Fairness Opinion.

Lock-Up Agreements

An aggregate of 93,498,724 Shares are subject to Lock-Up Agreements with Acquisitionco, representing approximately 87.65% of the total number of issued and outstanding Shares (of which 80,320,240 represent the Shares beneficially owned and/or controlled by the Principals) and 50.02% of the Shares eligible to be counted in the required minority shareholder vote required pursuant to MI 61-101. See "Information Pertaining to the Corporation – Ownership of Shares".

The following is a summary of the key terms of each Lock-Up Agreement.

Each director and senior officer, together with a number of employees and an institutional shareholder of the Corporation has entered into a Lock-Up Agreement with Acquisitionco pursuant to which the each Locked-Up Shareholder has agreed that, among other things, until the termination of the Lock-Up Agreement in accordance with its terms, and except with the prior written consent of Acquisitionco, each Locked-Up Shareholder will support the Arrangement and vote all the Shares subject to such Lock-Up Agreement in favour of the Arrangement Resolution. The Lock-Up Agreements can be terminated by mutual consent between the parties thereto, if the Board changes its recommendations in connection with the receipt of a Superior Proposal in connection with the Arrangement Agreement or upon notice by the Locked-Up Shareholder if the Arrangement Agreement is amended to change the form or decrease the amount of consideration payable for Shares under the Arrangement. The Lock-Up Agreements will automatically terminate upon the earlier of the Effective Date, the Outside Date and the termination of the Arrangement Agreement in accordance with its terms.

Notwithstanding any provision of the Lock-Up Agreement to the contrary, the directors and officers of the Corporation are not limited or restricted in any way whatsoever in the exercise of their fiduciary duties as directors and officers of the Corporation.

Rizbollo Charitable Donation

In accordance with the terms and conditions of the Arrangement Agreement, Rizbollo may donate, at any time prior to 5:00 p.m. (Atlantic Time) on the seventh (7th) Business Day following the date on which the Required Shareholder Approval is obtained, 2,500,000 of the Rizbollo Shares to NAEL Family Foundation Inc., a registered charity, such that the charity shall be the holder of 2,500,000 Shares as of the Effective Time and thereby entitled to the Cash Consideration therefor as of the Effective Time under the Arrangement. For greater certainty, in the event that Rizbollo does not elect to donate Rizbollo Shares, all Rizbollo Shares (including the 2,500,000 Shares otherwise allocated for potential donation) shall be deemed to be Rizbollo Shares and shall be acquired by Acquistionco for consideration of one (1) Acquistionco common share for each one (1) Rizbollo Share .

Financing

The Arrangement is not subject to any financing conditions.

In accordance with the terms and conditions of the Arrangement Agreement, the arrangement will be financed by two loans obtained by Acquistionco, as set forth in the Commitment Letter, namely the Term Loan in the amount of \$5,500,000 and the Bridge Loan in the amount of \$1,794,946, for a total loan amount of \$7,294,946.

The Term Loan and the Bridge Loan are secured in part by (i) a general security agreement executed by Acquisitionco representing a first charge on all of its present and after acquired personal property, (ii) a limited recourse guarantee of Rizbollo secured by a pledge of all of the shares held by Rizbollo in Acquisitionco, and (iii) a limited recourse guarantee of Name 3 secured by a pledge of all of the shares held by Name 3 in Acquisitionco. On completion of the transactions set forth in the Arrangement Agreement, Name 3 and Rizbollo will have pledged as security for the Term Loan and the Bridge Loan all of their shares in Acquisitionco, which will then include all of the Shares each currently holds in the Corporation (other than the Excluded Rizkalla Shares, the Excluded Rowe Shares and the Donated Shares) as such are exchanged for shares of Acquisitionco.

The Term Loan and the Bridge Loan are also secured in part by (i) an unlimited guarantee of the Corporation, (ii) a general security agreement executed by the Corporation representing a first charge on all of its present and after acquired personal property, (iii) an unlimited guarantee of BSSI, (iv) a general security agreement executed by BSSI, representing a first charge on all of its present and after acquired personal property, (iv) an unlimited guarantee of BLNI, (v) a general security agreement executed by BLNI, representing a first charge on all of its present and after acquired personal property, (vi) an unlimited guarantee of BTSI, and (vi) a general security agreement executed by BTSI, representing a first charge on all of its present and after acquired personal property. In addition, the Bridge Loan is secured by an assignment of term deposits and credit balances registered in the name of the Corporation in the amount of \$1,794,946 on deposit with the Lender as of the date of the Commitment Letter.

The general security agreements, the guarantees and the assignment of term deposits and credit balances to be executed and delivered by the Corporation, BSSI, BLNI and BTSI, as applicable, will each be in the standard form of the Lender.

Pursuant to the Guarantees, the Corporation, BSSI, BLNI and BTSI, as applicable, will unconditionally and irrevocably guarantee payment of all debts and liabilities of Acquisitionco to the Lender. If the obligations of Acquisitionco to the Lender under the Commitment Letter and/or under the security granted by Acquisitionco pursuant thereto are not met or performed, the debt and liabilities of Acquisitionco to the Lender will be recoverable from each of the Corporation, BSSI, BLNI and BTSI, as primary obligors.

The general security agreements will grant to the Lender a security interest in all present and after acquired personal property in which the Corporation, BSSI, BLNI and BTSI now have, or hereafter acquire, any right, title or interest, as security for the payment and performance of all present and future obligations of Acquisitionco to the Lender. A default by Acquisitionco under the Commitment Letter and/or under the security granted by Acquisitionco pursuant thereto will entitle the Lender to demand payment from, and enforce its security interest against, the Corporation, BSSI, BLNI and BTSI.

The assignment of term deposits and credit balances will authorize the Lender to hold funds of the Corporation in the amount of \$1,794,946 as continuing collateral security for the payment of the present and future indebtedness of Acquisitionco to the Lender.

Description of the Arrangement

The following summary of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached at Appendix B.

Plan of Arrangement

Commencing at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

• (a) each of the Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality, by or on behalf of the Dissenting Holders, to Acquisitionco in consideration for a claim against Acquisitionco for the amount determined under Article 3 of the Plan of Arrangement, and:
• (i) such Dissenting Holders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by Acquisitionco for such Shares as set out in Section 3.1 of the Plan of Arrangement;

• (ii) such Dissenting Holders' names shall be removed as the holders of such Shares from the register of Shares maintained by or on behalf of the Corporation; and

• (iii) Acquisitionco shall be deemed to be the transferee of such Shares (free and clear of all Liens), and shall be entered in the register of Shares maintained by or on behalf of the Corporation;

• (b) each Share outstanding immediately prior to the Effective Time, other than (i) Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised, (ii) Shares held by Rizbollo, and (iii) Shares held by Name 3, but including, for greater certainty, the Excluded Rizbollo Shares, the Excluded Rowe Shares and the Donated Shares, as applicable, shall be deemed to have been transferred without any further act or formality, by or on behalf of the Shareholder, to Acquisitionco in consideration for the Cash Consideration, and:
• (i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Cash Consideration by Acquisitionco in accordance with the Plan of Arrangement;
• (ii) such holders' names shall be removed from the register of the Shares maintained by or on behalf of the Corporation; and
• (iii) Acquisitionco shall be deemed to be the transferee of such Shares (free and clear of all Liens), and shall be entered in the register of Shares maintained by or on behalf of the Corporation;
• (c) all outstanding Shares held by Rizbollo, excluding for greater certainty the Excluded Rizkalla Shares and Donated Shares, if applicable, shall be, and shall be deemed to be, irrevocably transferred to Acquisitionco (free and clear of all Liens) without further act or formality and, in consideration for such Shares, Acquisitionco shall issue to Rizbollo one Acquisitionco common share for each one Share held by Rizbollo immediately prior to such irrevocable transfer to Acquisitionco pursuant to subsection 2.3(c) of the Plan of Arrangement;
• (d) all outstanding Shares held by Name 3, excluding for greater certainty the Excluded Rowe Shares, shall be, and shall be deemed to be, irrevocably transferred to Acquisitionco (free and clear of all Liens) without further act or formality and, in consideration for such Shares, Acquisitionco shall issue to Name 3 one Acquisitionco common share for each one Share held by Name 3 immediately prior to such irrevocable transfer to Acquisitionco pursuant to 2.3(d) of the Plan of Arrangement;
• (e) Acquisitionco and the Corporation shall be amalgamated and, as such, shall continue in existence as one and the same corporation under the name "BPLI Holdings Inc." and the following shall apply:
• (i) Acquisitionco and the Corporation will cease to exist as entities separate from Amalco;

• (ii) Amalco will possess all of the property, rights, privileges and franchises and will be subject to all liabilities, including civil, criminal and quasicriminal, and all contracts, disabilities and debts of each of Acquisitionco and the Corporation;

• (iii) each issued and outstanding Share of the Corporation immediately prior to the amalgamation will be cancelled without any repayment of capital in respect thereof;

• (iv) Amalco's authorized share capital will be the same as Acquisitionco, being comprised of common shares having the same terms and conditions as Acquisitionco common shares (the "Amalco Common Shares");
• (v) any issued and outstanding Acquisitionco common shares immediately prior to the amalgamation will survive and continue to be Amalco Common Shares without amendment;
• (vi) no securities will be issued and no assets will be distributed by Amalco in connection with the amalgamation;
• (vii) the name of Amalco will be "BPLI Holdings Inc.";
• (viii) the registered office of Amalco will be 18 Prescott Street, St. John's, Newfoundland and Labrador, A1C 3S4;
• (ix) the by-laws of Acquisitionco will be the by-laws of Amalco, mutatis mutandis;
• (x) in accordance with subsection 184(1) of the CBCA, the articles of amalgamation of Amalco will be the same as the articles of incorporation of Acquisitionco immediately prior to the amalgamation in this subsection 2.3(e) of this Plan of Arrangement;
• (xi) the board of directors of Amalco shall be Emad Rizkalla and Derrick Rowe and the officers of Amalco shall be Emad Rizkalla as President and Derrick Rowe as Chair;
• (xii) each of Acquisitionco and the Corporation will be deemed to have a taxation year end immediately prior to the amalgamation; and
• (xiii) Amalco will file an election with the Canada Revenue Agency to cease to be a public corporation for the purposes of the Tax Act as soon as practicable following the satisfaction of the prescribed conditions for making such election.

Arrangement Mechanics

Depositary Agreement and Escrow Agreement

Pursuant to the Plan of Arrangement and following receipt of the Final Order, Acquisitionco shall, at least two (2) Business Days prior to the Effective Time, transfer, or cause to be transferred to the Depositary, the aggregate amount equal to the payments in respect of Shares required by Section 2.3 of the Plan of Arrangement. The Corporation shall direct the Depositary to use such funds to make such payments in accordance with the Plan of Arrangement. The Corporation, Acquisitionco and the Depositary will enter into the Depositary Agreement prior to the Effective Date.

Certificates and Payment

Following the deposit with the Depositary of the amounts specified in Section 4.1(a)(i) of the Plan of Arrangement, Acquisitionco will be fully and completely discharged from its obligation to pay the Cash Consideration to the Shareholders (other than in respect of the right of Dissenting Holders to be paid fair value as herein provided for the Shares in respect of which Dissent Rights have been validly exercised), and the rights of such holders will be limited to receiving, from the Depositary, the Cash Consideration to which they are entitled in accordance with the Plan of Arrangement.

Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(b) of the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholder(s) represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under the Plan of Arrangement for such Shares, less any amounts withheld pursuant to the Plan of Arrangement, and any certificate representing Shares so surrendered shall forthwith be cancelled.

Until surrendered as contemplated by the Plan of Arrangement, each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. Any such certificate formerly representing Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or Acquisitionco. On such date, all cash to which such former holder of Shares was entitled shall be deemed to have been surrendered to the Corporation and shall be paid over by the Depositary to the Corporation or as directed by the Corporation.

Any payment made by way of cheque by the Depositary or the Corporation, as applicable, pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Cash Consideration pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Corporation for no consideration.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Cash Consideration that such Shareholder has the right to receive in accordance with the Plan of Arrangement and such Shareholder's Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Cash Consideration is to be delivered shall, as a condition precedent to the delivery of such Cash Consideration, give a bond satisfactory to Acquisitionco and the Depositary (each acting reasonably) in such sum as Acquisitionco may direct (acting reasonably), or otherwise indemnify Acquisitionco and the Corporation in a manner satisfactory to Acquisitionco (acting reasonably)

against any claim that may be made against Acquisitionco and the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Each of Acquisitionco, the Corporation and the Depositary shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from the amount payable to any Person under the Plan of Arrangement (including, without limitation, any amounts payable upon exercise of Dissent Rights), such amount as Acquisitionco, the Corporation or the Depositary deems, each acting reasonably, is required to be deducted or withheld pursuant to the Tax Act or any provision of any Law and remit such deducted and withheld amount to the appropriate Regulatory Authority. To the extent that the amount is so properly deducted, withheld and remitted, such amount shall be treated for all purposes of the Plan of Arrangement as having been paid to the relevant recipient, provided that such amounts are actually remitted to the appropriate Regulatory Authority. To the extent that such amounts are so deducted, withheld and remitted to the relevant Regulatory Authority, such amounts shall be treated for all purposes under the Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid.

Letter of Transmittal

Registered Shareholders will have received with this Circular a Letter of Transmittal. In order to receive the Cash Consideration, such Shareholders (other than the Dissenting Holders) must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it and the other documents required by it, including the certificates representing the Shares, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. Beneficial Shareholders must contact their Intermediary for instructions and assistance in receiving the Cash Consideration for their Shares.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Registered Shareholders (other than the Dissenting Holders) can obtain additional copies of the Letter of Transmittal by contacting the Depositary. The Letter of Transmittal is also available on the Corporation's SEDAR profile at www.sedar.com.

If you are a Registered Shareholder, you will receive the Cash Consideration in Canadian dollars unless you exercise the right to elect in your Letter of Transmittal to receive the Cash Consideration in respect of your Shares in U.S. dollars.

If you are a Beneficial Shareholder, you will receive the Cash Consideration in Canadian dollars unless you contact the Intermediary in whose name your Shares are registered and request that the Intermediary make an election on your behalf. If your Intermediary does not make an election on your behalf, you will receive the Cash Consideration in Canadian dollars.

The exchange rate that will be used to convert payments from Canadian dollars into U.S. dollars will be the rate established by the Depositary, in its capacity as foreign exchange service provider to the Corporation, on the date the funds are converted, which rate will be based on the prevailing market rate on the date the funds are converted. The risk of any fluctuations in such rates, including risks relating to the particular date and time at which funds are converted, will be solely borne by the Shareholder. The Depositary will act as principal in such currency conversion transactions.

Acquisitionco, in its absolute discretion, reserves the right to instruct the Depositary to waive or not to waive any and all defects or irregularities contained in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. Acquisitionco reserves the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. The method used to deliver the Letter of Transmittal and any accompanying certificates representing the Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Corporation and Acquisitionco recommend that the necessary documentation be hand delivered to the Depositary, and a receipt obtained therefor; otherwise the use of registered mail with an acknowledgment of receipt requested, and with proper insurance obtained, is recommended.

Certain Legal and Regulatory Matters

Implementation of the Arrangement and Timing

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the CBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective: (a) the Required Shareholder Approval must be obtained; (b) the Court must grant the Final Order approving the Arrangement; (c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or otherwise waived by the appropriate party; and (d) the Final Order and Articles of Arrangement in the form prescribed by the CBCA must be filed with the Director.

Except as otherwise provided in the Arrangement Agreement, the Corporation will file the Articles of Arrangement with the Director on the fifth (5th) Business Day after the satisfaction or, where permitted, waiver of the conditions set forth in the Arrangement Agreement (other than those which by their nature are to be satisfied at the Effective Time) unless another time or date is agreed to by Acquisitionco and the Corporation, provided that the Articles of Arrangement shall not be sent to the Director except as contemplated by the Arrangement Agreement or with Acquisitionco's prior written consent.

It is currently anticipated that the Effective Date will be on the sixth (6th) Business Day after the satisfaction of or, where not prohibited, the waiver by the applicable party in whose favour the condition is, and subject to applicable Law, the specified conditions in the Arrangement Agreement, unless another time or date is agreed to in writing by the parties, the Articles of Arrangement will be filed by the Corporation with the Director. However, completion of the Arrangement is dependent on many factors and it is not possible at this time to determine precisely when or if the Arrangement will become effective.

As provided under the Arrangement Agreement, if the Arrangement cannot be completed by the Outside Date, termination rights can be triggered under the Arrangement Agreement, unless such Outside Date is extended to a later date as permitted under the Arrangement Agreement or with the consent of the Corporation and Acquisitionco.

Shareholder Approval

To be effective, the Arrangement Resolution must be approved, with or without variation, by the DIILUPDWLYHYRWHRIL?QRWOHVVWKDQҀRIWKHYRWHVFDVWE\WKH6KDUHKROGHUVSUHVHQWLQSHUVRQ or represented by proxy and entitled to vote at the Meeting; and (ii) not less than a majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Shares held by persons described in clauses (a) through (d) of Section 8.1(2) of MI 61-101 including Derrick Rowe, Name 3, Emad Rizkalla and Rizbollo and their associates. See "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters".

Notwithstanding the approval by Shareholders of the Arrangement Resolution, the Arrangement Resolution authorizes the Board to, without notice to or approval of the Shareholders, (a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, and (b) subject to the terms of the Arrangement Agreement, determine not to proceed with the Arrangement and related transactions, in each case at any time prior to the filing of the Articles of Arrangement giving effect to the Arrangement.

Court Approval of the Arrangement

Interim Order

The Arrangement requires approval by the Court under section 192 of the CBCA. Prior to the mailing of this Circular, on February 18, 2021, the Corporation obtained the Interim Order (a copy of which is set forth as Appendix D) providing for the calling and holding of the Meeting and other procedural matters, including, but not limited to: (a) the Required Shareholder Approval; (b) the granting of Dissent Rights to Registered Shareholders; (c) the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) the ability of the Corporation to adjourn or postpone the Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court; and (e) unless required by Law or the Court, that the Record Date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Meeting. A copy of the Interim Order is attached as Appendix D to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by Shareholders, the Corporation will make an application to the Court for the Final Order. An application for the Final Order approving the Arrangement is expected to be heard on Thursday, April 1, 2021 before the Supreme Court of Nova Scotia (the "Final Hearing"). A copy of the Notice of Application for the Final Order is set forth in Appendix E to this Circular. Any Shareholder who wishes to appear or be represented and to present evidence or arguments at the Final Hearing must serve and file a notice of intention to appear as set out in the Interim Order and satisfy any other requirements of the Court. At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement (with the consent of the Corporation and Acquisitionco, each acting reasonably) in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served a notice of appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

Securities Law Matters

Compliance with the Requirements of MI 61-101

MI 61-101 governs transactions which raise the potential for conflicts of interest, including business combinations. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally by requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties and, in certain circumstances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors.

An arrangement transaction constitutes a "business combination" for the purposes of MI 61-101 if a "related party" of the issuer (such as a person that has beneficial ownership of, or control or direction over, directly or indirectly, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities, or a director or senior officer of the issuer, among others, and for a "business combination", each such "related party" also constitutes an "interested party" of the issuer) at the time the transaction is agreed to (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, (ii) is a party to any "connected transaction" to the transaction, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction a "collateral benefit", among others.

Under MI 61-101, a "connected transaction" means a transaction that has at least one party in common, directly or indirectly, other than transactions related solely to services as an employee, director or consultant, and (a) that are negotiated or completed at approximately the same time or (b) the completion of which is conditional on the completion of the other transaction. The commitment of the Corporation to, and to cause its Subsidiaries to, enter into the Guarantees with respect to the Term Loan and the Bridge Loan, and to provide security in connection with the Bridge Loan, is a connected transaction.

Under MI 61-101, a "collateral benefit", for a transaction of an issuer or for a bid for securities of an issuer, means any benefit that a related party of the issuer is entitled to receive, directly or indirectly, as a consequence of the transaction or bid, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the issuer or of another person, regardless of the existence of any offsetting costs to the related party or whether the benefit is provided, or agreed to, by the issuer, another party to the transaction or the offeror in the bid, with certain specified exclusions. There are no collateral benefits arising from the Arrangement.

MI 61-101 requires in certain circumstances that an issuer carrying out a "business combination" obtain a formal valuation prepared by an independent valuator. The Corporation is exempt from the formal valuation requirement of MI 61-101 as the Corporation's securities are not listed on a specified market set out in section 4.4(1)(a) of MI 61-101.

In addition, MI 61-101 also requires that an issuer carrying out a "business combination" obtain the approval of a simple majority of the votes cast by "minority" securityholders. In determining minority shareholder approval for a business combination under MI 61-101, an issuer shall exclude the votes attached to affected securities that, to the knowledge of the issuer or any interested party or their respective directors or senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by (i) the issuer, (ii) an interested party, (iii) a related party of an interested party, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither interested parties nor issuer insiders of the issuer, or (iv) a joint actor with a person referred to in paragraph (ii) or (iii) in respect of the transaction.

Therefore, in order to comply with MI 61-101, for the Arrangement to become effective, the Arrangement Resolution must be approved by not less than a majority of the votes cast by Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Shares required to be excluded pursuant to MI 61-101. Rizbollo and Name 3, as shareholders of Acquisitionco, and Emad Rizkalla and Derrick Rowe who beneficially own and or exercise control and direction over the shares of Rizbollo and Name 3 are related parties and interested parties to the Arrangement and to the provision of the Guarantees by the Corporation and its Subsidiaries to secure, in part, the Term Loan and the Bridge Loan which is a "connected transaction" for the purposes of MI 61-101. As such the Shares beneficially owned by them and their respective related parties and joint actors, or over which they exercise control or direction, will be excluded in determining whether minority shareholder approval of the Arrangement under MI 61-101 has been obtained.

To the best knowledge of the Board, 80,320,240 Shares (representing approximately 75.30% of the issued and outstanding Shares as at the date of this Circular) are held, in aggregate, by the Rizbollo, Emad Rizkalla, Name 3, Derrick Rowe, and their respective related parties and joint actors. To the best knowledge of the Board, the following table sets out the details of the votes attaching to Shares required to be excluded pursuant to MI 61-101 for the purposes of determining whether minority shareholder approval of the Arrangement under MI 61-101 has been obtained:

Name of Shareholder	Number of Shares Owned
Rizbollo Holdings Limited(1)	61,848,232
Emad Rizkalla(1)	30,000
Tanya Day(2)	391,282
Name 3 Capital Inc.(1)	15,592,904
Derrick Rowe(1)	1,207,267
Linda Rowe(3)	693,611
Laura Rowe(3)	233,333
Lydia Rowe(3)	323,611
Total	80,320,240

Notes:

(1) Excluded from the minority vote by reason of being a related party and interested party in the Arrangement and the security granted by the Corporation in connection with the Term Loan and the Bridge Loan.

(2) Excluded from the minority vote by reason of being a related party of Emad Rizkalla.

(3) Excluded from the minority vote by reason of having a being a related party of Derrick Rowe.

Prior Valuations

There have not been any "prior valuations" (as defined in MI 61-101) of the Corporation or any of its Subsidiaries or any of its material assets or liabilities in the past 24 months preceding the entry into the Arrangement Agreement.

No Prior Offers

Except as described in this Circular under the heading "The Arrangement – Background to the Arrangement", the Corporation has not received any bona fide prior offer relating to the subject matter of, or otherwise relevant to, the Arrangement in the past 24 months preceding the entry into the Arrangement Agreement. See "The Arrangement – Background to the Arrangement".

Stock Exchange De-Listing and Reporting Issuer Status

The Corporation expects that the Shares will be de-listed from the TSX-V shortly following the Effective Date. It is also expected that the Corporation will apply to cease to be a reporting issuer in the Provinces of British Columbia, Alberta and Newfoundland and Labrador after the Effective Date. The TSX-V has conditionally approved the proposed Arrangement, subject to the Corporation obtaining the required Shareholder approvals and fulfilling all of the filing requirements of the TSX-V.

THE ARRANGEMENT AGREEMENT

The Arrangement Agreement and the Plan of Arrangement are the legal documents that govern the Arrangement. This section of the Circular describes the material provisions of the Arrangement Agreement but does not purport to be complete and may not contain all of the information about the Arrangement Agreement that is important to you. This summary is qualified in its entirety by the Arrangement Agreement and the Plan of Arrangement, which are available on the Corporation's SEDAR profile at www.sedar.com. We encourage you to read the Arrangement Agreement in its entirety. The Arrangement Agreement establishes and governs the legal relationship between the Corporation, Acquisitionco, Rizbollo and Name 3 with respect to the transactions described in this Circular. It is not intended to be a source of business or operational information about the Corporation, Acquisitionco, Rizbollo or Name 3.

The Arrangement

Final Order

If the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by Law, the Corporation shall, subject to the terms of the Arrangement Agreement, take all steps necessary or advisable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 192 of the CBCA, as soon as reasonably practicable and in any event no later than five (5) Business Days after the receipt of the Required Shareholder Approval at the Meeting, subject to extension in certain circumstances if necessary due to restrictions on Court operations in a response to the COVID-19 Pandemic.

Court Proceedings

Subject to the terms of the Arrangement Agreement, Acquisitionco will cooperate with and assist the Corporation in seeking the Final Order including by providing to the Corporation on a timely basis, any information reasonably required by Law to be supplied by Acquisitionco in connection therewith. The Corporation shall:

• (a) provide Acquisitionco with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and shall reasonably consider to all reasonable comments made by Acquisitionco;
• (b) provide to Acquisitionco, on a timely basis, copies of any notice of appearance, or other Court documents served on the Corporation in respect of the application for the Final Order or any appeal therefrom, and of any notice, whether written or oral, received by the Corporation indicating any intention to appeal the granting of, the Final Order or to appeal the Final Order;
• (c) subject to Law, not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by the Arrangement Agreement or with Acquisitionco's prior written consent, such consent not to be unreasonably withheld or delayed;
• (d) ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of the Arrangement Agreement and the Plan of Arrangement;
• (e) not object to legal counsel to Acquisitionco making submissions on the hearing of the motion for the Interim Order and the application for the Final Order; and
• (f) oppose any proposal from any Party that the Final Order contain any provision inconsistent with the Arrangement Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and co-operation with, Acquisitionco.

Articles of Arrangement and Effective Date

The Articles of Arrangement will implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement.

Unless another time or date is agreed to in writing by the parties, on the fifth (5th) Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 7 of the Arrangement Agreement, unless another date is agreed to in writing by the parties, the Articles of Arrangement shall be filed by the Corporation with the Director, provided that the Articles of Arrangement shall not be sent to the Director, for endorsement and filing by the Director, except as contemplated hereby or with Acquisitionco's prior written consent. The Corporation agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 11.1 of the Arrangement Agreement to include such other terms determined to be necessary or desirable by Acquisitionco, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is inconsistent with the provisions of the Arrangement Agreement, which would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in Article 6 of the Arrangement Agreement or which has the effect of reducing the consideration payable to Shareholders contemplated herein or which is otherwise prejudicial to the Shareholders or other parties to be bound by the Plan of Arrangement. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCA.

Withholding Taxes

Acquisitionco, the Corporation, any of their affiliates, and the Depositary shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from any Cash Consideration or other payments payable, issuable or otherwise deliverable to any Person under the Arrangement Agreement or under the Plan of Arrangement such amounts as Acquisitionco, the Corporation, any of their affiliates, and the Depositary may be entitled, or required or reasonably believe to be required to deduct and withhold therefrom under any provision of any applicable Laws or the interpretation or administration thereof in respect of Taxes.

Payment of Cash Consideration

Acquisitionco shall, following receipt of the Final Order and at least two (2) Business Days prior to the Effective Time, provided that all conditions precedent to the obligations of Acquisitionco in Article 6 of the Arrangement Agreement have been satisfied or waived, other than those conditions that are only capable of satisfaction at the Effective Time, provide or cause to be provided to the Depositary, sufficient cash funds to satisfy the aggregate Cash Consideration payable to Shareholders (other than Rizbollo and Name 3), as provided in the Plan of Arrangement.

Rollover of Rizbollo Shares and Name 3 Shares

Rizbollo and Name 3 have agreed that all of the Rizbollo Shares (excluding the Excluded Rizkalla Shares and the Donated Shares, if applicable) and the Name 3 Shares (excluding, for certainty, the Excluded Rowe Shares) shall, at the time stipulated in the Plan of Arrangement, be transferred to Acquisitionco in exchange for the issuance by Acquisitionco to each of Rizbollo and Name 3 of that number of Acquisitionco Common Shares for each one Rizbollo Share and Name 3 Share, respectively, on a one for one basis.

Covenants

Conduct of Business of the Corporation

The Corporation has covenanted and agreed that, prior to the earlier of the Effective Date or such time as the Arrangement Agreement is terminated in accordance with its terms, unless Acquisitionco shall otherwise agree in writing, or as otherwise expressly contemplated or permitted by the Arrangement Agreement, and unless prohibited by Law, the Corporation shall, and shall cause its Subsidiaries if applicable, to conduct its businesses only in, not take any action except in, and maintain its facilities the Ordinary Course of business consistent with past practice and use commercially reasonable efforts to: (i) preserve intact its present business organization, assets (including intellectual property) and goodwill; (ii) maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing; (iii) keep available the services of its officers and Employees as a group; and (iv) preserve the current relationships with customers, suppliers, distributors, Employees, consultants, Regulatory Authorities and others having business relationships with it. The Corporation has covenanted and agreed that, prior to the earlier of the Effective Date or such time as the Arrangement Agreement is terminated in accordance with its terms, the Corporation shall, and shall cause its Subsidiaries, if applicable to comply with all applicable COVID-19 Measures.

Shareholders should refer to the Arrangement Agreement for details regarding the additional negative and affirmative covenants given by the Corporation in relation to the conduct of its business prior to the Effective Time, which include, among other things, covenants by the Corporation not to, nor will the Corporation permit any of its Subsidiaries, without the consent of Acquisitionco and subject to certain exceptions:

• (a) issue, sell, pledge, lease, dispose of, encumber or agree to issue, sell, pledge, lease, dispose of or encumber any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares or other securities of, the Corporation or any of its Subsidiaries;
• (b) amend or propose to amend the articles, by-laws or other constating documents or the terms of any of their securities;
• (c) split, combine or reclassify any outstanding securities or undertake any capital reorganization or reduction of capital or any combination thereof;
• (d) redeem, purchase or offer to purchase (or permit any of its Subsidiaries to redeem, purchase or offer to purchase) any shares or other securities except in the Ordinary Course;
• (e) issue or grant, or agree to issue or grant, any options under the Corporation's option plan or any other plan, or issue or agree to issue any other securities exchangeable, exercisable or convertible into Shares;
• (f) reorganize, amalgamate or merge by plan of arrangement or otherwise with any other person, company, partnership or other business organization whatsoever or incorporate any Subsidiaries other than in connection with the Arrangement;
• (g) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any share other than dividends or other distributions paid or payable to the Corporation or a whollyowned Subsidiary of the Corporation;
• (h) reduce the stated capital of the Corporation or of any of its Subsidiaries other than as contemplated by the Plan of Arrangement;
• (i) acquire or agree to acquire (by merger, amalgamation, plan of arrangement, acquisition of shares or assets or otherwise) any person, or incorporate or form any company, partnership or other business organization or make any investment either by purchase of shares or securities, contributions of capital (other than to a wholly-owned Subsidiary), property transfer or purchase of any property or assets of any other Person which individually or in the aggregate are in excess of an agreed amount, other than with respect to any transaction which has been disclosed to Acquisitionco prior to the date hereof;
• (j) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any assets of the Corporation or any of its Subsidiaries or any interest in any assets of the Corporation and its Subsidiaries having a value greater than an agreed amount individually or in the aggregate;

• (k) enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

• (l) other than as incurred in connection with the Arrangement Agreement and the transactions contemplated therein, including the expenses contemplated in Section 11.3 and other than in the Ordinary Course or to ensure the maintenance of the Corporation's current level and standard of operations, incur, create, assume or otherwise become liable for any indebtedness for borrowed money, capital expenditures, or any other material liability, contractual commitment or obligation or issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other Person or make any loans or advances in excess of an agreed amount individually or in the aggregate (other than any capital expenditures currently contemplated in the Corporation's existing business plan), except for fluctuations in the Ordinary Course of business to the Corporation's revolving credit facility;

• (m) enter into any agreement with, or make any payments to, any Related Party of the Corporation or any of its Subsidiaries except for any payments which are: (a) in the Ordinary Course consistent with past practice; (b) reimbursement or payment to a Related Party for legitimate business expenses of the Corporation or one of its Subsidiaries relating to the transactions contemplated by the Arrangement Agreement; or (c) involving amounts which, individually or in the aggregate, exceed an agreed amount;
• (n) except for the Tem Loan and Bridge Loan, endorse, guarantee, or otherwise as an accommodation become responsible for, the obligations of any other person, company, partnership or other business organization, or make any loans or advances, except in respect of any wholly-owned Subsidiary;
• (o) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other similar financial instruments, except hedging US dollar receivables in the Ordinary Course consistent with past practice;
• (p) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution;
• (q) take any action or fail to take any action which action or failure to act would result in material loss, expiration or surrender of, or the loss of any material benefit under, or would reasonably be expected to cause any Regulatory Authorities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted;
• (r) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations for an amount exceeding an agreed amount individually or in the aggregate other than fluctuations in the Ordinary Course of business to the Corporation's revolving credit facility or the payment, discharge or satisfaction, in the Ordinary Course consistent with past practice, of liabilities reflected or reserves against in the Corporation's financial statements or incurred in the Ordinary Course consistent with past practice; and other than as incurred in connection with the Arrangement Agreement and the transactions contemplated herein, including the expenses contemplated in the Arrangement Agreement;

• (s) authorize, recommend, propose or agree to any release or relinquishment of any material contractual right, material right under any licence or permit or other material rights, claims or contracts;

• (t) abandon or fail to diligently pursue any application for any licence, permit, order, authorization, consent, approval or registration;

• (u) enter into any agreement containing (A) any limitation or restriction on the ability of the Corporation or its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of Amalco, to engage in any type of activity or business, (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Corporation or its Subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of Amalco or their Subsidiaries, would be conducted, or (C) any limit or restriction on the ability of the Corporation or its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of Amalco, or their Subsidiaries, to solicit customers or Employees;
• (v) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, claim, permit, material contract or other material document, other than in the Ordinary Course consistent with past practice; or
• (w) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, delay or impede the ability of the Corporation, Acquisitionco to consummate the transactions contemplated by the Arrangement Agreement.

Covenants of the Corporation Regarding the Arrangement

The Corporation has covenanted and agreed that it shall, and shall cause its Subsidiaries to, to use commercially reasonable efforts to perform all obligations required to be performed by the Corporation or any of its Subsidiaries under the Arrangement Agreement, co-operate with Acquisitionco in connection therewith, to perform all such other acts and things as may be necessary in order to consummate and make effective as soon as reasonably practicable, the Arrangement and the transactions contemplated by the Arrangement and, without limiting the generality of the foregoing, the Corporation shall, and where appropriate, shall cause its Subsidiaries to:

• (a) use commercially reasonable efforts to obtain as soon as practicable following execution of the Arrangement Agreement all third party consents, approvals and notices required under any Material Contract in connection with the Arrangement
• (b) defend all lawsuits or other legal, regulatory or other proceedings against the Corporation or any of its Subsidiaries challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated thereby and use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Corporation or any of its Subsidiaries which may materially adversely affect the ability of the parties to consummate the Plan of Arrangement; and
• (c) satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on the Corporation or its Subsidiaries with respect to the transactions contemplated by the Arrangement Agreement.

Covenants of Acquisitionco, Rizbollo and Name 3 Regarding the Arrangement

Acquisitionco, Rizbollo and Name 3 have covenanted and agreed that, except as contemplated in the Arrangement Agreement, until the Effective Time or the Effective Date upon which the Arrangement Agreement is terminated:

• (a) Acquisitionco shall not, directly or indirectly take any action that could reasonably be expected to interfere with or be inconsistent with the consummation of the Arrangement or the transactions contemplated in the Arrangement Agreement, including any action that could reasonably be expected to interfere with or negatively affect any financing arrangements made by Acquisitionco for the purposes of carrying out the transaction contemplated in the Arrangement Agreement;
• (b) Acquisitionco shall use commercially reasonable efforts to perform all obligations required to be performed by it under the Arrangement Agreement, co-operate with the Corporation in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, Acquisitionco shall use commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on Acquisitionco with respect to the transactions contemplated by the Arrangement Agreement;
• (c) Rizbollo shall not sell, transfer, assign, convey or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, conveyance or other disposition of any of the Rizbollo Shares, other than as permitted by the Arrangement Agreement; and
• (d) Name 3 shall not sell, transfer, assign, convey or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, conveyance or other disposition of any of the Name 3 Shares, other than as permitted by the Arrangement Agreement.

Additional Covenants of Acquistionco Relating to the Arrangement

Acquisitionco has further covenanted and agreed that it shall use commercially reasonable efforts to perform all obligations required to be performed by it under the Arrangement Agreement, cooperate with the Corporation in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement.

Covenants Relating to the Financing

Acquisitionco has further covenanted and agreed that it shall use commercially reasonable efforts to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter by no later than two (2) Business Days prior to the Effective Date, and shall not permit, without the prior written consent of the Corporation, such consent not to be unreasonably withheld, conditioned or delayed, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Commitment Letter or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would: (i) reduce the aggregate amount of the Financing to an amount below that which would be required for Acquisitionco to fully satisfy the Required Amount on the Effective Date; (ii) impose new or additional conditions precedent to the availability of the Financing that would reasonably be expected to prevent or materially delay the funding of the Financing; or (iii) adversely impact the ability of Acquisitionco to enforce its rights against the other parties to the Commitment Letter or any definitive agreements or documentation with respect thereto.

Each of Acquisitionco, Rizbollo and Name 3 shall use reasonable efforts to: (i) maintain in effect the Financing and Commitment Letter in accordance with the terms and subject to the conditions thereof until the transactions contemplated by the Arrangement Agreement are consummated or the Arrangement Agreement is terminated in accordance with its terms; (ii) satisfy (or obtain a waiver) all conditions in the Commitment Letter (and any definitive documentation related thereto) that are within the control of Acquisitionco, Rizbollo and/or Name 3, as the case may be, at or prior to the Effective Time; (iii) enter into definitive agreements and documentation with respect to the Financing on the terms and conditions contemplated by the Commitment Letter (or on other terms acceptable to Acquisitionco which would not (x) reduce the aggregate amount of the Financing or (y) impose new or additional conditions precedent to the receipt of the Financing that would reasonably be expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby); and (iv) enforce its rights under the Commitment Letter.

Acquisitionco acknowledges and agrees that Acquisitionco obtaining the Financing or any other new or replacement financing is not a condition to any of its obligations hereunder, regardless of the reasons why the Financing or any other new or replacement financing is not obtained or whether such reasons are within or beyond the control of Acquisitionco. Acquisitionco will continue to be obligated to consummate the Arrangement and satisfy the Required Amount, subject to and on the terms contemplated by the Arrangement Agreement.

TSX-V De-Listing

Acquisitionco and the Corporation shall promptly, with effect immediately following acquisition by Acquisitionco of the Shares pursuant to the Arrangement, use their commercially reasonable efforts to cause the Shares to be delisted from the TSX-V.

Representations and Warranties

The Arrangement Agreement contains certain representations and warranties of the Corporation relating to, among other things, its corporate organization and qualification; its corporate authorization; board approval and recommendation in connection with the Arrangement; absence of conflict with the provisions of the Arrangement Agreement; the execution and enforceability of the Arrangement Agreement; residence and status of Corporation; governmental authorizations required in connection with the Arrangement; share capital of the Corporation; the impact of the Arrangement on constating documents, material contracts, authorizations and other matters; its capitalization; its shareholders' and similar agreements; its Subsidiaries; certain securities Laws matters; its financial statements; the absence of certain changes; compliance with Laws; litigation matters; certain taxation matters; and absence of brokers.

The Arrangement Agreement also contains certain representations and warranties of Acquisitionco, Rizbollo and Name 3 relating to their respective organization and qualification; corporate authorization; absence of conflict with the provisions of the Arrangement Agreement; absence of additional consents or regulatory approvals required to undertake the Arrangement; execution and binding obligation of the Arrangement Agreement; ownership; ability to fund the Cash Consideration; financing commitments; matters related to the Term Loan and Bridge Loan certain litigation matters; that it has not paid any finders' fees in relation to the Arrangement; agreements with shareholders; its compliance with the Investment Canada Act; and confirmation of residency in Canada.

Conditions to Closing

Mutual Conditions Precedent

The obligations of the parties to complete the Arrangement and the transactions contemplated by the Arrangement Agreement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date, each of which may only be waived, in whole or in part, with the mutual consent of the parties:

• (a) the Arrangement Resolution has been approved and adopted by the Shareholders with the Required Shareholder Approval at the Meeting in accordance with the Interim Order;
• (b) the Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either the Corporation or Acquisitionco, each acting reasonably, on appeal or otherwise;
• (c) any required third party or Regulatory Authority (including TSX-V) approvals, consents, filings or permits shall have been obtained, in each case, the failure of which to obtain or non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect or Materially impede the completion of the Arrangement; and
• (d) the Arrangement Agreement shall not have been terminated in accordance with its terms.

Conditions in Favour of Acquisitionco

The obligation of Acquisitionco to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Date:

(a) the Corporation has fulfilled or complied in all material respects with each of the covenants of the Corporation contained in the Arrangement Agreement to be fulfilled or complied with by them on or prior to the Effective Time, and has delivered a certificate confirming same to Acquisitionco, executed by two officers of the Corporation (on behalf of the Corporation without personal liability) addressed to Acquisitionco and dated the Effective Date;

• (b) all representations and warranties set forth in Schedule C to the Arrangement Agreement shall be true and correct in all respects (disregarding for these purposes any materiality or Material Adverse Effect qualification contained in such representation or warranty) as of the Effective Date as if made at and as of such date (except that any such representation and warranty that by its terms speaks specifically as of the date of the Arrangement Agreement or another date shall be true and correct in all respects as of such date), except where the failure to be so true and correct in all respects, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect, and Acquisitionco shall have received a certificate of the Corporation addressed to Acquisitionco and dated the Effective Date, signed on behalf of the Corporation by two senior executive officers of the Corporation (on the Corporation's behalf and without personal liability), confirming the same as of the Effective Date;
• (c) since the date of the Arrangement Agreement, there shall not have occurred a Material Adverse Effect;
• (d) the Regulatory Approvals shall have been obtained and there shall no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order or revocation of the Regulatory Approvals;
• (e) Dissent Rights have not been exercised with respect to more than five per cent (5%) of the issued and outstanding Shares;
• (f) each of the Lock-Up Agreements shall remain in effect;
• (g) unless sufficient alternative financing has been arranged by Acquisitionco or the Term Loan and Bridge Loan is no longer necessary to complete the transactions contemplated by the Arrangement Agreement, the Corporation shall have entered into: (i) the Guarantees as security for the Term Loan and Bridge Loan and (ii) an assignment of term deposits and credit balances as security for the Bridge Loan, on terms that are mutually agreeable to the Corporation and Acquisitionco, following the Required Shareholder Approval and any approvals of the TSX-V;
• (h) the Board shall (i) have adopted all necessary resolutions, and all other necessary corporate action shall have been taken or caused to be taken by the Corporation and each of its Subsidiaries, to permit the consummation of the Arrangement, and (ii) the Board shall not have withdrawn any recommendation made by it that Shareholders vote in favour of the Arrangement Resolution or changed any such recommendation in a manner that has substantially the same effect or issued a recommendation that Shareholders not vote in favour of the Arrangement Resolution or recommended any Acquisition Proposal;
• (i) there shall not be in force any suit, action or proceeding by any Regulatory Authority, or injunction, order or decree issued by any Regulatory Authority of competent jurisdiction (and there shall not be threatened in writing or pending any suit, action or proceedings by any Regulatory Authority in respect thereof) (i) seeking to prohibit or materially limit the ownership or operation by Acquisitionco of the Corporation or any material portion of the business or assets of the Corporation or any of its Subsidiaries or to compel Acquisitionco to dispose of any material portion of the business or assets of the Corporation or any of its Subsidiaries, or (ii) seeking to prohibit Acquisitionco from effectively controlling in

any material respect the business or operations of the Corporation or any of its Subsidiaries; and

(j) Acquisitionco shall not have become aware of any misrepresentation (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed or released by or on behalf of the Corporation with any securities regulatory authority in Canada or elsewhere, including any annual report, financial statements, technical report, material change report, press release or management information circular, that constitutes a Material Adverse Effect.

Conditions in Favour of the Corporation

The obligations of the Corporation to complete the Arrangement and the transactions contemplated by the Arrangement Agreement will also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion):

• (a) each of Acquisitionco, Rizbollo and Name 3 have fulfilled or complied in all material respects with each of their respective covenants contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and each of Acquisitionco, Rizbollo and Name 3 has delivered a certificate confirming same to the Corporation, executed by one two officers of Acquisitionco, Rizbollo or Name 3 (without personal liability), as applicable, addressed to the Corporation and dated the Effective Date;
• (b) the regulatory Approvals shall have been obtained and there shall no appeal, stoporder, stay or revocation or proceeding seeking an appeal, stop-order or revocation of the Regulatory Approvals; and
• (c) all of the representations and warranties of Acquisitionco, Rizbollo and Name 3 set forth in Schedules D, E and F to the Arrangement Agreement, respectively, shall be true and correct in all respects (disregarding for these purposes any materiality qualification contained in such representation or warranty) as of the Effective Date as if made at and as of such date (except that any such representation and warranty that by its terms speaks specifically as of the date of the Arrangement Agreement or another date shall be true and correct in all respects as of such date), except where the failure to be so true and correct in all respects, individually or in the aggregate, (i) except where the failure to be so true and correct in all respects, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect or (ii) would not be reasonably expected to materially delay or materially impede the completion of the Arrangement, and the Corporation shall have received certificates of each of Acquisitionco, Rizbollo and Name 3 addressed to the Corporation and dated the Effective Date, signed, on behalf of Acquisitionco by two senior executive officers of Acquisitionco (on Acquisitionco's behalf and without personal liability) and on behalf of Rizbollo and Name 3, by their respective senior executive officer or a director, confirming the same as of the Effective Date.

Acquisition Proposals

Non-Solicitation

The Corporation has agreed pursuant to the Arrangement Agreement that, except as expressly provided in the Arrangement Agreement, it will not, and will cause its Subsidiaries shall not, directly, or indirectly, through any of their Representative of the Corporation or any of their respective affiliates, associates or representatives to, directly or indirectly:

• (a) solicit, assist, initiate, encourage or facilitate (including by way of furnishing or disclosing confidential information of the Corporation or any of its Subsidiaries or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal, it being acknowledged and agreed that the Corporation may communicate with any Person for the purpose of advising such Person of the restrictions in the Arrangement Agreement, and also advising such Person that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Superior Proposal;
• (b) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Acquisitionco, the approval or recommendation of the Arrangement Agreement or the Arrangement by the Board or any of its committees;
• (c) approve or recommend, or remain neutral for more than five (5) Business Days with respect to, or propose publicly to approve or recommend, any Acquisition Proposal;
• (d) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality agreement permitted by section 8.3(a)(ii)(A) of the Arrangement Agreement); or
• (e) release any Person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such Person that would facilitate the making or implementation of any Acquisition Proposal (it being acknowledged by Acquisitionco that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing the Arrangement Agreement shall not be a violation of the Arrangement Agreement).

The Corporation has also agreed to cease any solicitation, discussion, negotiation, encouragement or activity with any Person (other than Acquisitionco) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal and to provide Acquisitionco notice of any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to an Acquisition Proposal.

Responding to an Acquisition Proposal

Notwithstanding any other provision of the Arrangement Agreement, if at any time following the date of the Arrangement Agreement and prior to obtaining the Required Shareholder Approval at the Meeting the Corporation receives a written unsolicited Acquisition Proposal (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of the Arrangement Agreement), the Corporation and its representatives may (i) contact the person making such Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation; (ii) if the Board determines, after consultation with its outside legal advisors and outside financial advisors, that such Acquisition Proposal is or is reasonably likely to constitute or lead to a Superior Proposal, then, and only in such case:

• (a) furnish information with respect to the Corporation or any of its Subsidiaries to the Person making such Acquisition Proposal and its Representatives; and
• (b) engage in discussions and negotiations with the Person making such Acquisition Proposal and its Representatives.

Right to Match

If at any time following the date of the Arrangement Agreement and prior to obtaining the Required Shareholder Approval at the Meeting, the Corporation receives a bona fide Acquisition Proposal that constitutes a Superior Proposal, the Board (or any relevant committee thereof) may authorize the Corporation to enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:

• (a) the Corporation complied with its obligations under the Arrangement Agreement;
• (b) the Board has determined in good faith, after consultation with its outside legal counsel and outside financial advisors, that such Acquisition Proposal is a Superior Proposal;
• (c) the Corporation has delivered written notice to Acquisitionco (A) of the determination of the Board that the Acquisition Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Corporation to enter into an agreement with respect to such Superior Proposal, together with a copy of the proposed definitive agreement for the Superior Proposal, and (C) providing a summary of value and financial terms that the Board has determined should be attributed to any non-cash consideration included in such Acquisition Proposal after consultation with its outside financial advisors (the "Superior Proposal Notice");
• (d) at least five (5) Business Days have elapsed since the date the Superior Proposal Notice was received by Acquisitionco, which five (5) Business Day period is referred to as the "Match Period" (for greater certainty, the Match Period shall expire at 5:00 p.m. (Atlantic time) on the fifth (5th) Business Day following day that the Superior Proposal Notice was delivered to Acquisitionco);
• (e) if Acquisitionco has offered to amend the terms of the Arrangement and the Arrangement Agreement during the Match Period, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and the Arrangement Agreement offered by Acquisitionco at the termination of the Match Period; and
• (f) the Corporation terminates the Arrangement Agreement pursuant to its terms.

During the Match Period, Acquisitionco shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and the Arrangement Agreement and the Corporation shall cooperate with Acquisitionco with respect thereto, including negotiating in good faith with Acquisitionco to enable them to propose such amendments to the Arrangement and the Arrangement Agreement as Acquisitionco deems appropriate as would enable Acquisitionco to proceed with the Arrangement on such adjusted provisions. The Board shall review any such offer by Acquisitionco to amend the terms of the Arrangement and the Arrangement Agreement in order to determine, in the good faith exercise of its fiduciary duties, whether Acquisitionco's offer to amend the Arrangement and the Arrangement Agreement, upon its acceptance, would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the Board determines that the Acquisition Proposal would cease to be a Superior Proposal, Acquisitionco shall amend the Arrangement and the Corporation and Acquisitionco shall enter into an amendment to the Arrangement Agreement reflecting the offer by Acquisitionco to amend the terms of the Arrangement and the Arrangement Agreement.

If the Corporation provides a Superior Proposal Notice to Acquisitionco on or after a date that is less than five (5) Business Days before the Meeting, the Corporation shall postpone the Meeting to a date acceptable to both Parties (acting reasonably) that is not more than ten (10) Business Days after the scheduled date of the Meeting but before the Outside Date.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated at any time prior to the Effective Date by:

• (a) mutual written agreement of Acquisitionco and the Corporation;
• (b) either the Corporation or Acquisitionco if:
• (i) the Required Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order and M1 61-101, provided that a party may not terminate the Arrangement Agreement pursuant to Section 10.2(b) of the Arrangement Agreement if the failure to obtain the Required Shareholder Approval has been caused by, or is a result of, a breach by such party (including, in case of Acquisitionco, Rizobollo or Name 3) of any of its representations or warranties or the failure of such party to perform any of its covenants or agreements under the Arrangement Agreement;
• (ii) if the Effective Date has not occurred on or prior to the Outside Date, other than as a result of, subject to Section 1.6 of the Arrangement Agreement, the willful breach by such Party (including, in the case of Acquisitionco, Rizbollo or Name 3) of any covenant or obligation under the Arrangement Agreement or as a result of any representation or warranty of such Party (including, in the case of Acquisitionco, Rizbollo or Name 3) in the Arrangement Agreement being untrue or incorrect. However, if the Effective Date is delayed by (i) an injunction or order made by a Regulatory Authority of competent jurisdiction, or (ii) the parties not having obtained any regulatory waiver, consent or approval which is necessary to permit the Effective Date to occur, then, at the Corporation's or Acquisitionco's request and provided that such injunction or order is being contested or appealed in good faith or such regulatory waiver, consent or approval is being actively sought in good faith, as applicable, the Arrangement Agreement shall not be terminated pursuant to Section 10.2 of the Arrangement Agreement until the fifth Business Day following the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained, as applicable, and the Outside Date shall be deemed to be extended to such date;
• (iii) if any Regulatory Authority shall have enacted any law or issued an order, decree or ruling permanently restraining or enjoining or otherwise

prohibiting any of the transactions contemplated herein (unless such law, order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) which order, decree or ruling is final and non-appealable, provided the Party seeking to terminate the Arrangement Agreement pursuant to Section 10.2(d) of the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

• (iv) subject to Section 7.5 of the Arrangement Agreement if:
• (I) any representation or warranty of the other Party (including, in the case of Acquisitionco, Rizbollo and Name 3) under the Arrangement Agreement is untrue or incorrect or shall have become untrue or incorrect such that the condition contained in Section 7.2(b) (in the case of the Corporation) or Section 7.3(c) (in the case of Acquisitionco), as applicable, would be incapable of satisfaction; or
• (II) the other Party (including, in the case of Acquisitionco, Rizbollo and Name 3) is in default of a covenant or obligation hereunder such that the condition contained in Section 7.2(a) or 7.3(a), as applicable, would be incapable of satisfaction and is capable of being cured or is not cured,

provided, in either case, subject to Section 1.6 of the Arrangement Agreement, that the Party seeking to terminate the Arrangement Agreement pursuant to Section 10.2(e) of the Arrangement Agreement is not then in breach of the Arrangement Agreement so as to be the cause of (I) or (II) above;

• (c) the Corporation if: the Corporation proposes to enter into a definitive agreement with respect to a Superior Proposal in compliance with the provisions of Section 8.3 of the Arrangement Agreement; or
• (d) Acquisitionco if:
• (i) the Board or the Special Committee withdraws, modifies, changes or qualifies its approval or recommendation of the Arrangement Agreement or the Arrangement Resolution in any manner adverse to Acquisitionco;
• (ii) the Board or the Special Committee recommends or approves an Acquisition Proposal;
• (iii) the Board or Special Committee has resolved to do either (i) or (ii) above; or
• (iv) subject to Section 1.6 of the Arrangement Agreement, the Corporation is in material default of any covenant or obligation under Article 8 of the Arrangement Agreement, which is not capable of being satisfied at the completion of the Arrangement.

Expenses

All Pre-Arrangement Expenses shall be paid by the party incurring such expenses.

Except as expressly otherwise provided in the Arrangement Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement and the transactions contemplated hereunder shall be paid by the Corporation incurring such expenses, whether or not the Arrangement is consummated, except if the Arrangement is not consummated as a result of a breach of any term of the Arrangement Agreement by Acquisitionco, Name 3 or Rizbollo, then such expenses shall not be paid by the Corporation.

Notwithstanding the foregoing, the Corporation shall reimburse the Pre-Agreement Expenses incurred by Rizbollo and Name 3 on the earlier of: (i) the Effective Date, and (ii) sixty (60) days following the date of the Arrangement Agreement.

Amendments

Subject to the provisions of the Interim Order, the Plan of Arrangement and applicable laws, the Arrangement Agreement and the Plan of Arrangement may, at any time before or after the holding of the Meeting but not later than the Effective Date, be amended by mutual written agreement of the parties, without further notice to or authorization on the part of the Shareholders and any such amendment may, without limitation:

• (a) change the time for performance of any of the obligations or acts of the parties;
• (b) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement;
• (c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; and
• (d) waive compliance with or modify any conditions precedent herein contained.

Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions thereof.

DISSENT RIGHTS OF SHAREHOLDERS

Registered Shareholders are entitled to exercise the rights of dissent pursuant to and in the manner set forth in section 190 of the CBCA ("Dissent Rights"). If a Registered Shareholder duly exercises his, her or its Dissent Rights and the Arrangement is completed, the Shares of such Registered Shareholder (a "Dissenting Holder") will be deemed to have been transferred to Acquisitionco in consideration of the payment of the fair value of such Shares as of the close of business on the day before the Final Order becomes effective. This amount may be the same as, more than or less than the Cash Consideration offered under the Arrangement.

The following description of the rights of Dissenting Holders is not a comprehensive statement of the procedures to be followed by a Dissenting Holder who seeks payment of the fair value of the Shares in respect of which the Dissenting Holder dissents and is qualified in its entirety by the reference to the full text of section 190 of the CBCA, a copy of which is attached as Appendix F. A Shareholder who intends to exercise Dissent Rights should carefully consider and strictly comply with the provisions of section 190 of the CBCA. Failure to strictly comply with the provisions of that section and to adhere to the procedures established therein may result in the loss of all rights thereunder. Shareholders wishing to avail themselves of their rights under those provisions should seek their own legal advice, as failure to comply strictly with them may prejudice their right of dissent.

The Court hearing the application for the Final Order has the discretion to alter the rights of dissent described herein based on the evidence presented at such hearing.

Under the Interim Order, a Registered Shareholder who fully complies with the dissent procedures in section 190 of the CBCA is entitled, when the Arrangement becomes effective, in addition to any other rights it may have, to dissent and to be paid the fair value of the Shares held by it in respect of which it dissents, determined as of the close of business on the day before the date on which the Arrangement Resolution was adopted. The Final Order is anticipated to become effective on April 1, 2021. A Registered Shareholder may dissent only with respect to all of the Shares held by him or on behalf of any one beneficial owner and registered in the Dissenting Holder's name. Shareholders who voted (or who instructed a proxyholder to vote) in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights. Persons who are beneficial owners of Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent, should be aware that only the registered holder of such Shares is entitled to dissent. Accordingly, a beneficial owner of Shares desiring to exercise his, her or its right of dissent must make arrangements for the Shares beneficially owned by such owner to be registered in his, her or its name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation or, alternatively, make arrangements for the registered holder of such Shares to dissent on their behalf.

Pursuant to the Plan of Arrangement, each Dissenting Holder who is:

• (a) ultimately entitled to be paid fair value for such holder's Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting, shall be deemed to have transferred such holder's Shares to Acquisitionco as of the Effective Time as set out in Section 2.3 of the Plan of Arrangement, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Holder not exercised Dissent Rights in respect of such Shares; or
• (b) ultimately not entitled, for any reason, to be paid such fair value for such Shares, shall be deemed to have participated in the Arrangement with respect to such Shares, as of the Effective Time, on the same basis as a holder of Shares to which Section 2.3 of the Plan of Arrangement applies.

A Dissenting Holder must send to the Corporation a written objection to the Arrangement Resolution in accordance with the Dissent Rights ("Dissent Notice"), which written objection must be received by the Corporation c/o its counsel Stewart McKelvey Attention: Colleen P. Keyes, by the Meeting.

The Corporation is required within ten (10) days after the Shareholders adopt the Arrangement Resolution to notify each Dissenting Holder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted in favour of the Arrangement Resolution, or who has withdrawn his, her or its Dissent Notice.

A Dissenting Holder who has not withdrawn his Dissent Notice prior to the Meeting must, within twenty (20) days after receipt of notice that the Arrangement Resolution has been adopted, or if the Dissenting Holder does not receive such notice, within twenty (20) days after learning that the Arrangement Resolution has been adopted, send to the Corporation a written notice containing the Shareholder's name and address, the number of Shares in respect of which the Shareholder dissents ("Dissenting Shares"), and a demand for payment of the fair value of such Shares (collectively, the "Demand for Payment"). Within thirty (30) days after sending the Demand for Payment, the Dissenting Holder must send to the Corporation or the Transfer Agent the certificates representing the Dissenting Shares. The Corporation or the Transfer Agent will endorse on share certificates received from a Dissenting Holder a notice that the holder is a Dissenting Holder and will forthwith return the share certificates to the Dissenting Holder. A Dissenting Holder who fails to send certificates representing Dissenting Shares in the time required, has no right to make a claim under section 190 of the CBCA.

Under section 190 of the CBCA after sending a Demand for Payment, a Dissenting Holder ceases to have any right as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares as determined pursuant to the Interim Order, unless: (i) the Dissenting Holder withdraws its Demand for Payment before the Acquisitionco makes an Offer to Pay (as defined below); or (ii) Acquisitionco fails to make an Offer to Pay in accordance with subsection 190(12) of the CBCA and the Dissenting Holder withdraws the Demand for Payment, in which case the Dissenting Holder's rights as a Shareholder will be reinstated as of the date the Demand for Payment was sent.

Pursuant to the Plan of Arrangement, in no circumstances shall the Corporation, Acquisitionco or any other person be required to recognize a Dissenting Holder as the holder of any Share in respect of which Dissent Rights have been validly exercised at and after the Effective Time, and the names of such Dissenting Holders shall be removed from the registers of Shares maintained by or on behalf of the Corporation at the Effective Time.

Acquisitionco is required, not later than seven (7) days after the later of the Effective Date and the date on which a Demand for Payment is received from a Dissenting Holder, to send to each Dissenting Holder who has sent a Demand for Payment a written offer to pay for its Dissenting Shares ("Offer to Pay") in an amount considered to be the fair value of the Shares by the directors of Acquisitionco, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares must be on the same terms. Payment for Dissenting Shares must be made within ten (10) days after an Offer to Pay has been accepted by a Dissenting Holder, but such offer lapses if Acquisitionco does not receive such an acceptance within thirty (30) days after the Offer to Pay has been made.

If Acquisitionco fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Holder fails to accept an Offer to Pay that has been made, Acquisitionco may, within fifty (50) days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If Acquisitionco fails to apply to a court as described above, a Dissenting Holder may apply to a court for the same purpose within a further twenty (20) days or within such further period as a court may allow. A Dissenting Holder is not required to give security for costs in such an application or an application made by Acquisitionco as described above. Any such application must be made to a court in Nova Scotia, being the province where the Corporation has its registered office or a court having jurisdiction in the place where the Dissenting Holder resides if the Corporation carries on business in that province.

Before making any application to a court as described above, Acquisitionco will be required to notify each affected Dissenting Holder of the date, place and consequences of the application and of a Dissenting Holder's right to appear and be heard in person or by counsel. Upon any such application to a court, all Dissenting Holders whose Shares have not been purchased will be joined as parties and be bound by the decision of the court. In addition, upon any such application to a court, the court may determine whether any other person is a Dissenting Holder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Holders. The final order of a court will be rendered in favour of each Dissenting Holder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Holder from the Effective Date until the date of payment.

Any Shareholder who is considering dissenting to the Arrangement should consult his, her or its own tax advisor with respect to the income tax consequences to them of such action. For a general summary of certain income tax implications to a Dissenting Holder, see "Certain Canadian Federal Income Tax Considerations – Dissenting Holders".

It is important that Registered Shareholders who wish to dissent comply strictly with the dissent procedures described in this Circular, the Plan of Arrangement and the Interim Order, which are different from the statutory dissent procedures of the CBCA.

INFORMATION PERTAINING TO THE CORPORATION

General

The Corporation was formed on January 26, 2012 by amalgamation between Bluedrop Performance Learning Inc. (formerly Serebra Learning Corporation ("Serebra")) and Blue Drop Inc. ("2012 Amalco") pursuant to the provisions of the Corporations Act (Newfoundland and Labrador) ("NLCA") in connection with the reverse takeover of Serebra. Immediately prior to this amalgamation, also on January 26, 2012, 2012 Amalco was formed by amalgamation between Serebra Acquisition Corp., a subsidiary of Serebra, and Blue Drop Inc. ("Former Blue Drop"), both corporations organized under the NLCA. Serebra (formerly Firstclass Systems Corporation), was an Alberta corporation incorporated on February 9, 1987 under the Alberta Business Corporations Act, which was continued pursuant to the NLCA on January 26, 2012 as "Bluedrop Performance Learning Inc.".

On December 31, 2013, through a plan of arrangement (the "2013 Arrangement") under the CBCA, the Corporation acquired Atlantis Systems Corp. ("Atlantis") and its subsidiary, Atlantis Systems International Inc., through the Corporation's wholly owned subsidiary 8682259 Canada Inc. ("8682259"). Pursuant to the 2013 Arrangement, 8682259 acquired all of the issued and outstanding common shares of Atlantis in exchange for aggregate consideration of \$1,000,000, or approximately \$0.0276 per common share of Atlantis, and Atlantis became a wholly-owned subsidiary of the Corporation.

Effective March 28, 2019, the Corporation continued under the CBCA and was discontinued from the NLCA.

The Corporation is in the business of designing, developing and delivering workplace training for individuals, businesses, military personnel and the public sector. The Corporation's development and delivery of training programs and platforms is currently divided into two business units: (i) for the defence and aerospace industry ("Training and Simulation Business") carried on by BTSI and (ii) for the workplace ("Learning Networks Business") carried on by BLNI.

As of February 5, 2021, the Corporation had 212 employees working in three offices in Canada.

Training and Simulation Business

The Corporation's Training and Simulation Business provides custom courseware development, training and simulation products, in-service support and resource augmentation solutions to improve the safety, productivity and efficiency of military and civil personnel.

Learning Networks Business

The Corporation's Learning Networks Business provides learning management solutions and content to private and public-sector customers via the Bluedrop360 platform. Bluedrop360 is an innovative cloud-based LMS for individuals, corporation and other organizations. Revenues have been generated from custom courseware development, licensing and subscription fees, consulting services and the sale of commercial off-the-shelf courses.

Description of Share Capital

The Corporation is authorized to issue an unlimited number of Shares without nominal or par value, of which there were 106,667,293 Shares outstanding as of February 23, 2021. Each Share carries the right to one vote at meetings of shareholders of BPLI, as well as the right to receive dividends declared by the Corporation and to receive the remaining property of the Corporation upon dissolution.

Trading in Shares

The Shares are listed and posted for trading on the TSX-V under the symbol "BPLI". The following table sets forth the high and low trading prices and the trading volumes for the outstanding Shares for the periods indicated.

Month	High	Low	Volume
February 2020	\$0.10	\$0.08	83,100
March 2020	\$0.10	\$0.05	119,100
April 2020	\$0.08	\$0.06	246,500
May 2020	\$0.08	\$0.06	88,700
June 2020	\$0.10	\$0.08	143,500
July 2020	\$0.11	\$0.09	346,700
August 2020	\$0.14	\$0.10	326,100
September 2020	\$0.15	\$0.12	126,800
October 2020	\$0.15	\$0.12	379,300
November 2020	\$0.15	\$0.12	96,500
December 2020	\$0.15	\$0.13	81,000
January 2021	\$0.18	\$0.13	329,500
February 1, 2021	\$0.17	\$0.17	-

Source: Yahoo Finance

A Cash Consideration of \$0.23 per Share represents, approximately, a 36% premium to the closing price of the Shares on the TSX-V on February 1, 2021, the last trading day prior to the announcement of the Arrangement.

Ownership of Shares

To the knowledge of the Corporation's directors and executive officers, the following list includes the names of the only persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying 10% or more of the voting rights attached to all Shares entitled to vote at the Meeting:

Person	Shares	Percentage of Votes
Rizbollo Holdings Limited	61,878,232	58.0%
Name 3 Capital Inc.	17,493,782	16.4%

Notes:

• (1) Emad Rizkalla holds 30,000 Shares directly and also holds 61,848,232 Shares indirectly through Rizbollo, representing 58% of the outstanding Shares.
• (2) Derrick Rowe holds 15,592,904 Shares indirectly through Name 3 and 1,207,267 Shares directly and exercises control or direction over 693,611 Shares which are held in an account in the name of his spouse, representing 16.4% of the issued and outstanding Shares.

Commitments to Acquire Shares

None of the Corporation or its directors and executive officers or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, any other insiders of the Corporation or their respective associates or affiliates or any person acting jointly or in concert with the Corporation has made any agreement, commitment or understanding to acquire securities of the Corporation.

Benefits from the Arrangement

Except as otherwise described in this Circular and set out below, none of the Corporation or its directors and executive officers or, to the knowledge of the directors and executive officers of Corporation, any of their respective associates or affiliates, any other insiders of the Corporation, or their respective associates or affiliates or any person acting jointly or in concert with the Corporation will receive any direct or indirect benefits from the Arrangement.

Previous Purchases and Sales by the Corporation

Except for the Shares purchased pursuant to the normal course issuer bid, no Shares of the Corporation have been purchased or sold by the Corporation during the 12-month period prior to the date hereof.

Previous Distributions

Except for 10,098,517 Shares issued pursuant to the terms of the Option Plan and 666,667 Shares issued pursuant to a convertible debenture, no Shares were distributed during the fiveyear period preceding the date of this Circular.

Dividend Policy

No dividends have been paid by the Corporation in the last three financial years. The Corporation intends to retain its earnings, if any, to finance the growth and development of business and does not intend to pay dividends on the Shares in the foreseeable future. The payment of future dividends, if any, will be reviewed periodically by the Corporation's directors and will depend upon, among other things, conditions then existing, including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors.

Expenses of the Corporation

The aggregate fees and expenses expected to be incurred by the Corporation in connection with the Arrangement are estimated to be approximately \$700,000, including legal, financial advisory, accounting, filing and printing costs, the costs of preparing and mailing this Circular and fees in respect of the Fairness Opinion.

Interest of Informed Persons in Material Transactions

Except as otherwise described elsewhere in this Circular, to the knowledge of the Corporation, no director or executive officer of the Corporation or a person or company that beneficially owns or controls or directs, directly or indirectly, more than 10% of the Shares, or an associate or affiliate thereof, had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its Subsidiaries.

Material Change in the Affairs of the Corporation

Except as described in this Circular, the directors and executive officers of the Corporation are not aware of any plans or proposals for material changes in the affairs of the Corporation.

Other Information

There is no information not disclosed in this Circular but known to the Corporation that would be reasonably expected to affect the decision of Shareholders to vote for or against the Arrangement Resolution.

Auditors

KPMG LLP are the auditors of the Corporation and are independent of the Corporation within the meaning of the Rules of Professional Conduct of Chartered Professional Accountants of Newfoundland and Labrador.

Transfer Agent

The transfer agent and registrar of the Corporation is Computershare Investor Services Inc. at its offices in Montreal, Quebec and Toronto, Ontario.

INFORMATION REGARDING ACQUISITIONCO, RIZBOLLO AND NAME 3

Acquisitionco is corporation formed under the federal laws of Canada. Acquisitionco was formed for the purpose of consummating the transactions contemplated by the Arrangement Agreement and is, directly or indirectly, wholly-owned by Rizbollo and Name 3.

Rizbollo is a corporation existing under the NLCA with its head and principal offices located at 18 Prescott Street, St. John's, Newfoundland and Labrador A1C 3S4. The registered office of Rizbollo is located at Suite 1100 Cabot Place, 100 New Gower Street, St. John's, Newfoundland and Labrador A1C 6K3.

Name 3 is a corporation existing under the NLCA with its registered and head offices located at 7 Rostellan Street, St. John's, Newfoundland and Labrador A1B 2T7.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

In considering the recommendation of the Board with respect to the Arrangement, Shareholders should be aware that certain members of the Board and the Corporation's management have interests in connection with the transactions contemplated by the Arrangement that may create actual or potential conflicts of interest in connection with the Arrangement.

As of the Record Date, the directors and senior officers of the Corporation and their associates and affiliates, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate 86,022,721 Shares, representing 80.65% of the issued and outstanding Shares on a non-diluted basis. See "Information Pertaining to the Corporation – Ownership of Shares" for information regarding the ownership of Shares by certain directors and senior officers of the Corporation. All Shares held by the directors and officers of the Corporation will be treated in the same fashion under the Arrangement as Shares held by every other Shareholder.

The table below sets out Shares beneficially owned, directly or indirectly, or over which control or direction was exercised (and the percentage they represent of the outstanding Shares) by the directors and senior officers of the Corporation, or their respective associates or affiliates, as of the Record Date, and the estimated consideration to be received in respect of Shares as a result of the Arrangement (based on Cash Consideration of \$0.23 per Share and a 1:1 ratio of Shares to Acquisitionco Common Shares).

Name	Position	Shares	Consideration
Emad Rizkalla	Director and Chief Executive Officer	61,848,232(1)	61,848,232 Acquisitionco Common Shares
		30,000	\$6,900
Tanya Day	Associate of Emad Rizkalla	391,282	\$89,994.86
Derrick Rowe	Director	15,592,904(2)	15,592,904 Acquisitionco Common Shares
		1,207,267	\$277,671.41
Linda Rowe	Associate of Derrick Rowe	693,611	\$159,530.53
Lydia Rowe	Associate of Derrick Rowe	323,611	\$74,430.53
Laura Rowe	Associate of Derrick Rowe	233,333	\$53,666.59
Tom Astle	Director	317,343	\$72,988.89
Paul Sparkes	Director	317,343	\$72,988.89
Andrew Youngman	Director	1,936,343	\$445,358.89

Name	Position	Shares	Consideration
John Moores	Chief Operating Officer	1,359,966	\$312,792.18
Brad Driscoll	Chief Financial Officer	662,678	\$152,415.94
Bernie Beckett	Treasurer and Corporate Secretary	1,207,034	\$277,617.82
Jean Claude Siew	Vice President	850,000	\$195,500

Notes:

• (1) Emad Rizkalla holds 30,000 Shares directly and also holds 61,848,232 Shares indirectly through Rizbollo, representing 58% of the outstanding Shares.
• (2) Derrick Rowe holds 15,592,904 Shares indirectly through Name 3 and 1,207,267 Shares directly and exercises control or direction over 693,611 Shares which are held in an account in the name of his spouse, representing 16.4% of the issued and outstanding Shares.

The senior officers and directors of the Corporation entered into the Lock-Up Agreements pursuant to which, among other things and subject to the terms thereof, they have agreed to vote their Shares in favour of the Arrangement Resolution. See "The Arrangement – Lock-Up Agreements".

Termination and Change of Control Benefits

There are no material contracts, agreements, plans or arrangements that provide for any incremental payments, payables or other benefits upon termination, resignation, retirement or a change of control of the Corporation.

See "The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters" and "Information Pertaining to the Corporation – Ownership of Shares" for information concerning benefits to be received by the directors and certain senior officers of the Corporation upon completion of the Arrangement.

Insurance and Indemnification

Prior to the Effective Date, the Corporation shall purchase customary "tail" or "run off" policies of directors' and officers' liability insurance providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date for six (6) years from the Effective Date and the Corporation shall ensure that articles, by-laws and/or other constating documents of the Corporation (or their successors) shall contain provisions substantially the same with respect to indemnification as are set forth in the Corporation's current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Law, be amended, repealed or otherwise modified for a period of six (6) years from the Effective Date in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Date, were directors or officers of the Corporation.

RISK FACTORS

The following risk factors should be carefully considered by Shareholders in evaluating the approval of the Arrangement Resolution.

Risks Relating to the Arrangement

Conditions Precedent and Required Approvals

There can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. Failure to complete the Arrangement could, among other things, materially negatively impact the trading price of the Shares.

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of the Corporation's control, including receipt of the Final Order. At the hearing on the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. There can be no certainty, nor can the Corporation provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived.

Termination in Certain Circumstances

Each of the Corporation and Acquisitionco has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can the Corporation provide any assurance, that the Arrangement Agreement will not be terminated by either the Corporation or Acquisitionco prior to the completion of the Arrangement. The Corporation's business, financial condition or results of operations could also be subject to various material adverse consequences, including that the Corporation would remain liable for significant costs relating to the Arrangement including, among others, legal, accounting and printing expenses. If the Arrangement Agreement is terminated and the Board decides to seek another similar transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Cash Consideration to be paid by Acquisitionco pursuant to the Arrangement.

Non-Solicitation Obligations and Right to Match

Under the Arrangement Agreement the Corporation is subject to certain non-solicitation obligations, and as a condition to entering into an agreement in respect of a Superior Proposal, the Corporation is required to offer Acquisitionco the right to match. These non-solicitation provisions and Acquisitionco's right to match may discourage other parties from making a Superior Proposal, even if they would otherwise have been willing to acquire the Corporation on more favourable terms than the Arrangement. See "The Arrangement Agreement – Acquisition Proposals".

Interim Period Covenants

Under the Arrangement Agreement, the Corporation agreed that, among other things, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time the Arrangement Agreement is terminated in accordance with its terms, it would conduct its business in the Ordinary Course and would comply with all applicable COVID-19 Measures and would use its commercially reasonable efforts to preserve intact its current business organization, goodwill, assets and properties, including those of its Subsidiaries, Investees and Joint Ventures. The Arrangement Agreement also restricts the Corporation from taking certain specified actions without the consent of Acquisitionco during the interim period until the Arrangement is completed. Such restrictions may prevent the Corporation from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. See "The Arrangement Agreement – Covenants – Conduct of Business of the Corporation".

Occurrence of a Material Adverse Effect

The completion of the Arrangement is subject to the condition that, among other things, at the time of closing, no Material Adverse Effect shall have occurred since the date of the Arrangement Agreement and be continuing. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of the Corporation, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs and Acquisitionco does not waive same, the Arrangement would not proceed. See "The Arrangement Agreement – Conditions to Closing".

Uncertainty Surrounding the Arrangement

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the attention of the Corporation's management could be diverted from the day-to-day operations of the business and clients, employees, customers, suppliers or partners may delay or defer decisions concerning the Corporation or may seek to modify or terminate their business relationship with the Corporation. Any delay or deferral of those decisions or modification or termination of business relationships by clients, employees, customers, suppliers or partners could adversely affect the business and operations of the Corporation, regardless of whether the Arrangement is ultimately completed. Similarly, uncertainty may adversely affect the Corporation's ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, the Corporation's relationships with clients, employees, customers, suppliers or partners and other Shareholders may be adversely affected. Changes in such relationships could adversely affect the business and operations of the Corporation.

The Financing May Not be Available

Although the Arrangement Agreement does not contain a financing condition, there is a risk that the Financing may cease to be available and replacement financing may not be available on terms that are acceptable to Acquisitionco, Rizbollo or Name 3 or at all. Since Acquisitionco is a special purpose entity with limited assets, if the Financing ceases to be available and replacement financing is not available on terms that are acceptable to Acquisitionco, Rizbollo or Name 3 or at all, the Corporation expects that Acquisitionco may be unable to fund the Cash Consideration required to complete the Arrangement.

Fees, Costs and Expenses of the Arrangement not Recoverable

Subject to certain exceptions provided for in the Arrangement Agreement, if the Arrangement is not completed, the Corporation will not receive any reimbursement for most or all of the fees, costs and expenses incurred in connection with the Arrangement. Such fees, costs and expenses include, without limitation, legal fees, financial advisor fees, depositary fees and printing and mailing costs, which will be payable whether or not the Arrangement is completed and may cause harm to the financial condition of the Corporation.

Market Price of the Shares

If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of the Shares may be materially adversely affected. See "Information Regarding the Corporation – Trading in Shares".

No Continued Benefit of Share Ownership

The Arrangement will result in the Corporation no longer existing as a publicly-traded Canadian company and as such, Shareholders will be unable to directly participate in the longer term potential benefits of the business of the Corporation, including any benefits that may result from any improvement in the Corporation's financial results. Accordingly, Shareholders will not benefit from any appreciation in the value of, or dividends on, their Shares after the completion of the Arrangement.

Directors and senior officers of the Corporation may have interests in the Arrangement that are different from those of Shareholders

In considering the recommendation of the Board to vote FOR the Arrangement Resolution, Shareholders should be aware that directors and officers of the Corporation have interests in connection with the Arrangement as described herein that may be in addition to, or separate from, those of Shareholders generally in connection with the Arrangement. See "Interests of Certain Persons in Matters to be Acted Upon".

Income Tax Consequences

The Arrangement Agreement results in certain income tax consequences to the Shareholders. See "Certain Canadian Federal Income Tax Considerations".

Risks Relating to the Corporation

If the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the "Risk Factors" section of the Corporation's Management's Discussion and Analysis for the year ended September 30, 2020 which is available on the Corporation's SEDAR profile at www.sedar.com and which sections are incorporated by reference herein. A copy of such documents will be sent to any Shareholder without charge upon written request to the Corporation's head office at 18 Prescott Street, St. John's, Newfoundland and Labrador, A1C 3S4, Attention: Bernie Beckett, Treasurer and Corporate Secretary.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations in respect of the Arrangement generally applicable to a Beneficial Shareholder who, for purposes of the Tax Act, and at all relevant times, is resident or deemed to be resident in Canada, deals at arm's length with each of the Corporation and Acquisitionco and is not affiliated with the Corporation or Acquisitionco, holds its Shares as capital property, and disposes of such Shares under the Arrangement (a "Holder"). Shares will generally be considered to be capital property to a Holder unless the Holder holds such Shares in the course of carrying on a business or the Holder acquired such Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Canadian Holders whose Shares might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Shares (and all other "Canadian securities" as defined in the Tax Act) owned by such Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Holders should consult with their own tax advisors if they contemplate making such an election.

This summary is based on the current provisions of the Tax Act and the administrative policies and assessing practices of the Canada Revenue Agency made publicly available in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that all Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in Law or administrative practice or assessing policies, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations described herein.

This summary is not applicable to: (a) a Holder that is a "financial institution" (for the purposes of the "mark-to-market" rules) or a "specified financial institution", each as defined in the Tax Act; (b) a Holder an interest in which would be a "tax shelter investment" within the meaning of the Tax Act; (c) a Holder whose "functional currency" for the purposes of the Tax Act is the currency of a country other than Canada; (d) a Holder that has entered or will enter into a "derivative forward agreement", as defined in the Tax Act, with respect to the Shares; or (e) a Holder that acquired Shares pursuant to any equity-based employment compensation plan.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, Shareholders are urged to consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their Shares under the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax Laws.

Disposition of Shares under the Arrangement

Generally, a Holder who disposes of Shares under the Arrangement will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition to the Holder exceed (or are less than) the aggregate of the adjusted cost base to the Holder of such Shares and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed below under the heading "Certain Canadian Federal Income Tax Considerations - Capital Gains and Capital Losses".

Dissenting Holders

A Dissenting Holder will be deemed to have transferred such Dissenting Holder's Shares to Acquisitionco, and will be entitled to receive a payment from Acquisitionco of an amount equal to the fair value of the Dissenting Holder's Shares.

A Dissenting Holder who exercises the right of dissent in respect of the Arrangement and is entitled to be paid the fair value of their Shares by Acquisitionco will realize a capital gain (or capital loss) to the extent that such payment (other than any portion thereof that is interest awarded by a court) exceeds (or is less than) the aggregate of the adjusted cost base of the Shares to the Dissenting Holder and reasonable costs of the disposition. See "Certain Canadian Federal Income Tax Considerations - Capital Gains and Capital Losses". A Dissenting Holder will be required to include in computing its income any interest awarded by a court in connection with the Arrangement.

Holders who intend to dissent from the Arrangement are urged to consult their own tax advisors.

Capital Gains and Capital Losses

Generally, a Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Holder in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances described in the Tax Act.

In the case of a Holder that is a corporation, trust or partnership, the amount of any capital loss otherwise resulting from the disposition of Shares may be reduced by the amount of dividends previously received or deemed to be received to the extent and under the circumstances prescribed in the Tax Act. Similar rules apply where the Shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Holders should consult their own tax advisors in this regard.

Capital gains realized by individuals and certain trusts may give rise to a liability for alternative minimum tax under the Tax Act.

Additional Refundable Tax

A Holder, including a Dissenting Holder, that is throughout the year a "Canadian-controlled private corporation" as defined in the Tax Act, may be liable to pay an additional refundable tax on its "aggregate investment income" as defined in the Tax Act, including amounts in respect of taxable capital gains and interest.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Election of Directors

The Board of Directors has fixed the number of Directors to be elected at the Meeting at five (5). Pursuant to the by-laws of the Corporation, Directors of the Corporation are elected annually. Each Director will hold office until the next annual meeting or until the successor of such Director is duly elected or appointed, unless such office is earlier vacated in accordance with the by-laws.

In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election as Directors of the proposed nominees whose names are set forth below, each of whom has been a Director since the date indicated opposite the proposed nominee's name. Management does not contemplate that any of the proposed nominees will be unable to serve as a Director, but if that should occur for any reason prior to the Meeting, the Shares represented by properly executed proxies given in favour of such nominees may be voted by the persons designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.

The following table sets forth information with respect to each person proposed to be nominated for election as a Director, including the number of Shares beneficially owned, controlled or directed, directly or indirectly, by such person or the person's associates or affiliates as at the Record Date. The information as to Shares beneficially owned or over which control or direction is exercised has been furnished by each of the proposed nominees.

Nominee Name and Place of Residence	Director of the Principal Occupation Corporation Since
Emad Rizkalla St. John's, Newfoundland and Labrador, Canada	President and Chief Executive Officer of the Corporation	January 26, 2012	61,878,232(1)
Derrick Rowe(2) St. John's, Newfoundland and Labrador, Canada	Executive Chairman of the Corporation	January 26, 2012	17,493,782(3)
Andrew Youngman(4)(5)(6) Newton, Massachusetts, United States of America	President and Chief Executive Officer of Citizens Disability LLC, a consumer services provider that assists qualified Americans in obtaining Social Security Disability Insurance; Member of Sail Rock Holdings, LLC, a company that provides business development services to third parties; Member of HALEX Holdings, LLC, a company that provides retail product marketing, development and manufacturing services to third parties; Manager of The Youngman Companies LLC.	January 26, 2012	1,936,343
Paul Sparkes(4)(5)(6) Toronto, Ontario, Canada	Corporate Director and Managing Partner of Norris Point Capital, a private investment firm partnering with established entrepreneurs in the technology sector; President of Otterbury Holdings Inc., a company advising growth entities in private and public markets; Director of Antler Gold Inc., a mining exploration company; Director of Thunderbird Entertainment Group Inc., a media production, distribution and rights management company	January 28, 2014	317,343

Nominee Name and Place of Residence	Principal Occupation	Director of the Corporation Since	Number of Shares
Tom Astle(4)(5)(6) Aurora, Ontario, Canada	Partner, Longevity Funds, a developer of investor funds for investors in retirement.	March 5, 2015	317,343

Notes:

• (1) Emad Rizkalla holds 30,000 Shares directly and also holds 61,848,232 Shares indirectly through Rizbollo, representing 58% of the outstanding Shares.
• (2) Derrick Rowe was a director of Marport Deep Sea Technologies Inc. until his resignation on September 24, 2013. On October 9, 2013, Marport Deep Sea Technologies Inc. was adjudged bankrupt by receivership order by the Supreme Court of Newfoundland and Labrador.
• (3) Derrick Rowe holds 15,592,904 Shares indirectly through Name 3 and 1,207,267 Shares directly and exercises control or direction over 693,611 Shares which are held in an account in the name of his spouse, representing 16.4% of the issued and outstanding Shares.
• (4) Member of the Audit Committee of the Corporation (the "Audit Committee").
• (5) Member of the Compensation and Corporate Governance Committee of the Corporation (the "Compensation and Governance Committee").
• (6) Member of the Special Committee.

Pursuant to the terms of a share purchase agreement dated January 10, 2012 among Emad Rizkalla, Rizbollo and Name 3, (the "Share Purchase Agreement"), so long as Name 3 holds, directly or indirectly, no less than 50% of the Shares purchased by Name 3 pursuant to the Share Purchase Agreement, Emad Rizkalla and Rizbollo, jointly and severally, agreed to vote the Shares owned or controlled by them for the election or appointment, as applicable, of Derrick Rowe to the Board of Directors of the Corporation.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than discussed above under the heading "Election of Directors", none of the nominee Directors of the Corporation:

• (a) is, at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director, chief executive officer of chief financial officer of any company (including the Corporation) that, while that person was acting in that capacity:
• (i) was the subject of a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than thirty (30) consecutive days; or
• (ii) was subject to an event that resulted, after the director, chief executive officer or chief financial officer ceased acting in that capacity, in the company being the subject of a cease trade or similar 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 thirty (30) consecutive days; or
• (b) is, at the date of this Circular, or has been, within ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) 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

(c) has, within ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

No proposed Director of the Corporation has been subject to: (a) 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 (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.

Appointment of Auditors

KPMG LLP are the current auditors of the Corporation and have been the Corporation's auditors since February 2, 2017. At the Meeting, the holders of Shares will be requested to re-appoint KPMG LLP as auditors of the Corporation, to hold office until the next annual meeting of shareholders or until a successor is appointed and to authorize the Board of Directors to fix the auditors' remuneration.

In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the appointment of KPMG LLP as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed and the authorization of the Board of Directors to fix the remuneration of the auditors.

EXECUTIVE COMPENSATION

Director and Named Executive Officer Compensation

The following table sets forth the information required under Form 51-102F6V, Statement of Executive Compensation – Venture Issuers ("Form 51-102F6V") regarding all compensation paid, payable, awarded, granted, given, or otherwise provided during the two most recently completed financial years of the Corporation to all persons acting as directors or as "Named Executive Officers" or "NEOs". The following persons are Named Executive Officers (or NEOs) of the Corporation under Form 51-102F6V:

• (a) the Corporation's chief executive officer ("CEO");
• (b) the Corporation's chief financial officer ("CFO");
• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was more than \$150,000 for that financial year; and
• (d) any additional individuals who would have been an NEO under (c) except that the individual was not an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each NEO and each Director, for the two most recently completed financial years ending September 30, 2019 and 2020:

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or	Committe e or Bonus meeting (\$) fees (\$)(7)		Value of perquisites	Value of all other compensation	Total compensation
		commission (\$)				(\$)	(\$)
Emad Rizkalla	2020	260,600	100,000(1)	N/A	N/A	N/A	360,600(4)
President, CEO and Director	2019	218,500	1,000(1)	N/A	N/A	N/A	219,500
Derrick Rowe	2020	275,000	Nil	N/A	N/A	N/A	275,000(4)
Director and Executive Chairman	2019	240,000(6)	175,000(6)	N/A	N/A	N/A	428,000
Bernard Beckett	2020	100,000	30,000(1)	N/A	N/A	N/A	130,000(4)
Treasurer and Corporate Secretary(2)	2019	120,000	1,000(1)	N/A	N/A	N/A	121,000
Brad Driscoll	2020	155,000	22,040(1)	N/A	N/A	N/A	177,040(4)
CFO(3)	2019	N/A	N/A	N/A	N/A	N/A	N/A
Andrew Youngman	2020	33,000	N/A	8,200	N/A	N/A	41,200
Director(7)	2019	33,000	N/A	11,800	N/A	N/A	44,800
Paul Sparkes	2020	40,500	N/A	8,200	N/A	N/A	48,700
Director(7)	2019	43,000	N/A	11,800	N/A	N/A	54,800
Tom Astle	2020	25,000	N/A	8,200	N/A	N/A	33,200
Director(7)	2019	25,000	N/A	11,000	N/A	N/A	36,000

Notes:

(1) The amount shown represents the bonus amount paid for the prior fiscal period.

(2) Mr. Beckett retired from the position of CFO effective October 1, 2019 and assumed the positions of Treasurer and Corporate Secretary

(3) Brad Driscoll assumed the position of CFO effective October 1, 2019.

(4) Subsequent to year end, the performance bonuses noted below were approved by the Board payable for performance during the fiscal year ended September 30, 2020: Emad Rizkalla in the amount of \$92,800; Derrick Rowe in the amount of \$137,500, Bernard Beckett in the amount of \$25,000 and Brad Driscoll in the amount of \$77,500.

(5) Represents fees paid to Derrick Rowe pursuant to the Corporation's services agreement with Name 3 Capital Inc. dated January 1, 2015. Derrick is the President and CEO of Name 3 Capital Inc. and pursuant to the services agreement, he provided strategic advisory and consulting services to the Corporation for a fee of \$20,000/month for the twelve months ending September 30, 2019. He was employed with BTSI effective October 1, 2019.

• (6) The amount shown represents the bonus paid for the fiscal period ending September 30, 2020 to Derrick Rowe under the Corporation's services agreement with Name 3 Capital Inc.
• (7) Non-executive Directors of the Corporation are paid an annual retainer of \$25,000 and a per meeting fee of \$800 for in-person meetings and for substantial teleconference call meetings. The chair of the Audit Committee and the chair of the Compensation and Governance Committee are each paid an additional annual retainer of \$8,000 for acting in such capacity. The chair of the Special Committee of the Board is paid on additional annual retainer of \$10,000 for acting in such capacity. Special Committee members are paid a per meeting fee of \$2,000 for preparation and attendance at each in-person meeting and for substantial teleconference call meetings of a duration of two hours or more and are paid \$5,000 per month for any special consulting services rendered in connection with the evaluation of the Arrangement, if applicable.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to the directors or NEOs by the Corporation in the financial year ended September 30, 2020.

Stock Option Plans and Other Incentive Plans

The Corporation's stock option plan (the "Option Plan") enables the Directors, officers, employees and consultants of the Corporation and its affiliates to participate in the growth and development of the Corporation by providing such persons with the opportunity, through options to purchase Shares, to acquire an increased proprietary interest in the Corporation that is aligned with the interests of the shareholders. The Option Plan was originally approved as a 10% "rolling" plan by the shareholders of Serebra on January 5, 2012 prior to the completion of the reverse takeover and the continuation of the Option Plan, with a fixed reserve of 16,827,718 Shares, was approved by shareholders on February 28, 2013.

The Option Plan, administered by the Board of Directors, may grant options to Directors, officers, employees and consultants of the Corporation and its affiliates; however, Mr. Emad Rizkalla has signed a contract with the Corporation whereby neither him, nor his affiliates, are eligible to receive options under the Option Plan. The Board of Directors has the discretion to determine to whom options will be granted, the number and exercise price of such options and the terms and time frames in which the options will vest and be exercisable. Options, however, may only be exercisable for a maximum of five (5) years from the date of grant and the exercise price of the options must be no less than the discounted market price on the last closing price of the Corporation's Shares before the issuance of the required news release disclosing the grant of options and where the discount means the market price less a discount of 25% where the closing price is up to \$0.50, a discount of 20% where the closing price is \$0.50 to \$2.00 and 15% where the closing price is above \$2.00.

In the absence of the alternative resolution of the Board of Directors at the time of a grant of options to a grantee, the options issued to a grantee will vest as to 10% of the number of options granted on the date of grant, 20% on the first anniversary of the grant date, 20% on the second anniversary of the grant date, and the final 50% on the third anniversary of the grant date.

The number of Shares reserved for issuance under the Option Plan is 6,729,201. The maximum number of options (and corresponding Shares reserved for issuance upon exercise of such options) that may be issued to any one person under the Option Plan, during any one-year period, together with any other securities-based compensation arrangement, is 10% of the issued and outstanding Shares (on a non-diluted basis) at the date of the grant of the option.

In addition to the limits set forth above, the Option Plan imposes limits on the number of options that may be issued to consultants and employees who perform investor relations activities. The maximum number of options that may be granted to any one consultant of the Corporation within a one year period shall not exceed 2% of the issued and outstanding Shares (on a non-diluted basis) at the date of the grant. Similarly, the maximum number of options that may be granted within a one year period to an employee conducting investor relations activities shall not exceed 2% of the issued and outstanding Shares (on a non-diluted basis) at the date of the grant.

An option is personal to the grantee of the option and is non-transferable and non-assignable. The Option Plan does not provide for or contemplate the provision of financial assistance to facilitate the exercise of options and the issuance of Shares. If the employment or appointment of an option holder with the Corporation or its affiliates is terminated by either party for any reason other than termination for cause, the options held by such option holder must be exercised within ninety (90) days of the date of termination of the option holder's employment or appointment with the Corporation or its affiliates except in the case of a person employed to provide investor relations activities, not more than thirty (30) days after such termination. If terminated for cause, the options held by such option holder terminate and are cancelled upon the holder ceasing to be a Director, officer or employee of the Corporation or its affiliates.

The Option Plan contains standard adjustment and anti-dilution provisions for changes in the capital structure of the Corporation. If, during the term of an option, the Corporation is merged into or amalgamated with any other entity, or the Corporation sells all or substantially all of its assets, and as a result of such transactions the shareholders would receive securities of another issuer in substitution for the Shares, the options would be modified so that the holder would receive that number of securities of the successor issuer that he or she would have received as a result of such merger, amalgamation or sale as if the option holder had exercised the options to purchase the Shares immediately prior to the transaction. Upon change of control, all options shall become immediately exercisable, notwithstanding any contingent vesting provisions to which such options may have otherwise been subject. Any proposed acceleration of vesting provisions is subject to prior TSX-V acceptance. If an offer for Shares is made to an optionee or to shareholders generally, which offer constitutes a take-over bid within the meaning of the Securities Act (Newfoundland and Labrador), the Corporation shall, immediately upon receipt of notice of the offer, notify each optionee of full particulars of the offer, whereupon any option held by an optionee may be exercised in whole or in part by the optionee so as to permit the optionee to tender the shares received upon such exercise to the offer. If (a) the offer is not completed within the time specified therein; or (b) all of the optioned shares tendered by the optionee pursuant to the offer are not taken up and paid for by the offeror pursuant thereto, the optioned shares or, in the case of clause (b) herein, the optioned shares that are not taken up and paid for, may be returned by the optionee to the Corporation and reinstated as authorized but unissued shares and with respect to such returned optioned shares, the option shall be reinstated as if it had not been exercised. If any optioned shares are returned to the Corporation under this section, the Corporation shall refund the exercise price to the optionee for such optioned shares.

Employment, Consulting and Management Agreements

Effective October 1, 2019, Derrick Rowe became an employee of BTSI at an annual salary of \$275,000. He remains entitled to discretionary bonus payments based on the performance of the Corporation and his contributions to the Corporation.

Commencing October 1, 2019, the Corporation entered into a Services Agreement with Emad Rizkalla whereby he was appointed as the Chief Executive Officer of BLNI. Pursuant to the Services Agreement, Emad Rizkalla will receive \$75,000 per year and, additionally, he will receive employment income from BLNI.

Oversight and Description of Director and Named Executive Officer Compensation

The Corporation's Board of Directors is responsible for the oversight of the Corporation's strategy, policies and programs for the compensation and development of senior officers and Directors, and this oversight responsibility has been delegated by the Board of Directors to the Compensation and Governance Committee. The Compensation and Governance Committee operates pursuant to a written charter which outlines the committee's purpose, membership, responsibilities and procedures. The Compensation and Governance Committee is generally responsible to review and make recommendations to the Board on the compensation of directors and executive officers, and to review and recommend any changes to the Board on the Corporation's compensation plans, including matters relating to the compensation, development and recruitment of directors and senior officers.

Named Executive Officer Compensation

The Corporation's executive compensation program is intended to provide an appropriate overall compensation package that permits the Corporation to attract and retain highly qualified and experienced senior executives and to encourage superior performance by the Corporation. The Corporation's compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results. The compensation of the Corporation's executive officers is based on appropriate weighting of each of these considerations. Compensation for Named Executive Officers is initially determined upon hiring and then annually by the Compensation and Governance Committee.

The elements of the Corporation's executive compensation program for NEOs are (i) base salary, (ii) performance bonuses, and (iii) option-based awards under the Option Plan. These elements apply equally to all NEOs except Emad Rizkalla, President and Chief Executive Officer, who does not participate in the option-based awards under the Option Plan nor the employee performance bonus program.

The base salary review of any NEO takes into consideration the historical payment practices of the Corporation, the current competitive market conditions and the experience, proven or expected performance and skills particular to the executive. Base salary is not evaluated against a formal "peer group". The fixed base salary of any NEO, combined with the granting of stock options, has been designed to provide total compensation which the Board believes is competitive with that paid by other companies of comparable size and engaged in similar business in comparable regions.

The Board of Directors oversees the operation of the performance bonus plan by evaluating and approving the targets and objectives to be met by the executive and the amount of performance bonus payable at identified levels of attainment of those targets and objectives. The bonus for any individual executive officer varies, as it is dependent upon the position and financial performance of the executive officer's business unit or corporate activity. Performance bonuses can be up to 50% of base salary for senior executives. The Executive Chairman and the Chief Executive Officer are eligible for periodic special bonuses at the discretion of the Board. See "Director and Named Executive Officer Compensation" above regarding the special bonus paid (indirectly through Name 3) to the Executive Chairman. Performance criteria for each NEO are established at the beginning of each fiscal year. Performance criteria include both personal goals and business unit financial achievements. Personal goals and financial performance of the business unit have equal weighting in determining the amount of performance bonus payable. Performance appraisals are carried out at the end of the fiscal year and are the basis for payment of incentive compensation.

Director Compensation

Directors who are also executives of the Corporation are not entitled to any compensation for attending meetings of the Board of Directors, committees of the Board of Directors or meetings of the Shareholders, other than reimbursement for any out-of-pocket travel expenses incurred in order to attend such meetings.

Non-executive Directors of the Corporation are paid an annual retainer of \$25,000 and a per meeting fee of \$800 for in-person meetings and for substantial teleconference call meetings. Each non-executive Director is also eligible for grants of options by the Board of Directors of the Corporation. The chair of the Audit Committee and the chair of the Compensation and Governance Committee are each paid an additional annual retainer of \$8,000 for acting in such capacity. Directors of the Corporation are reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings of the Board of Directors, committees of the Board of Directors or meetings of the Shareholders. Compensation for directors is reviewed annually following the Corporation's annual meeting of shareholders. The chair of the Special Committee of the Board is paid on additional annual retainer of \$10,000 for acting in such capacity. Special Committee members are paid a per meeting fee of \$2,000 for preparation and attendance at each in-person meeting and for substantial teleconference call meetings of a duration of two hours or more and are paid \$5,000 per month for any special consulting services rendered in connection with the evaluation of the Arrangement, if applicable.

Pension Disclosure

The Corporation does not currently provide a pension plan for its Directors or NEOs.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information concerning the number and price of Shares issuable under the Corporation's equity compensation plans as at the end of the Corporation's financial year ended September 30, 2020.

Plan Category	Number of Shares to be Issued upon Exercise of Options, Warrants and Rights	Weighted – Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Securityholders (Stock Option Plan and Employee Share Purchase Plan)	Nil	\$0	6,729,201
Equity Compensation Plans Not Approved by Securityholders	Nil	Nil	2,969,597
Total	Nil	Nil	9,698,798

Equity Compensation Plan Information

Employee Share Purchase Plan

The Corporation's employee share purchase plan (the "ESPP") permits regular full-time and parttime employees of the Corporation, other than Emad Rizkalla (President and CEO), to subscribe for Shares in the capital of the Corporation to be paid through payroll deductions for each regular payroll period, at a purchase price equal to the volume weighted average trading price of the Shares on the TSX-V for the five (5) consecutive trading days immediately preceding the relevant issuance date. The value of the Shares that an employee may subscribe for is restricted to a maximum of 10% of the employee's total compensation per year. Interest shall not be paid on the amounts received from employees and retained by the Corporation prior to the applicable issuance date. The Corporation may provide financial assistance with respect to the ESPP by way of loan, guarantee or otherwise. The aggregate number of Shares which may be issued by the Corporation under the ESPP to any one employee is limited to not more than 1% of the Corporation's issued capital at the time of grant and not more than 2% in aggregate within the last 12-month period. As of the date hereof, there were 2,969,597 Shares remaining available for issuance from treasury under the ESPP, representing approximately 2.78% of the total issued and outstanding Shares of the Corporation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The aggregate indebtedness outstanding as of the date hereof is \$169,816, all of which indebtedness is in respect of the purchase of securities by current or former Directors or executive officers. No current or former Directors, executive officers or employees of the Corporation or any of its subsidiaries, nor any proposed nominees for election as Directors, have been indebted to the Corporation or its subsidiaries, or indebted to another entity which indebtedness was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of its subsidiaries, at any time since the beginning of the financial year ended September 30, 2020, other than "routine indebtedness" as that term is defined under applicable securities laws and except as set out in the following tables.

The following table discloses the aggregate indebtedness outstanding as at the date hereof of all current and former executive officers, Directors, employees of the Corporation or any of its subsidiaries or to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

Aggregate Indebtedness (\$)
To the Corporation or its Purpose To Another Entity Subsidiaries
Share purchases	\$169,816	Nil
Other	Nil	Nil

The following table discloses the indebtedness during the financial year ended September 30, 2020 of each individual who is, or was at any time during the financial year, a Director or executive officer, is a proposed nominee for election as Director or is an associate of any such Director, executive officer or proposed nominee.

Name and Principal Position	Involvement of the Corporation or Subsidiary	Largest Amount Outstanding During the Financial Year Ended September 30, 2019	Amount Outstanding as at the Date Hereof	Financially Assisted Securities Purchases During the Financial Year Ended September 30, 2019	Security for Indebtedness	Amount Forgiven During the Financial Year Ended September 30, 2019
	SECURITIES PURCHASE PROGRAMS
Name 3(1)	Loan by Corporation(2)(3)(4)	\$169,816	\$169,816(2)(3)	Nil	Security in 1,700,000 Shares(4)	Nil

Notes:

• (1) Name 3 is a company controlled by Derrick Rowe, Executive Chairman and a Director of the Corporation.
• (2) During the financial year ended September 30, 2014, Name 3 assumed a debt owed by Allan Dillon, a former executive officer of the Corporation, to the Corporation in the amount of \$119,589 for share purchase loans. As collateral for the non-interest-bearing share purchase loans, Name 3 granted the Corporation a security interest in 1,200,000 Shares acquired by Name 3 from Allan Dillon. The debt was repayable in full on or before June 27, 2017, but the Corporation agreed to extend the maturity date to December 31, 2019. On December 30, 2019, the Corporation agreed to further extend the maturity date to December 31, 2021.
• (3) During the financial year ended September 30, 2015, Name 3 assumed a debt owed by Tim Brown, a former executive officer of the Corporation, in the amount of \$50,227 for share purchase loans. As collateral for the non-interest-bearing share purchase loans, Name 3 granted the Corporation a security interest in 500,000 Shares acquired by Name 3 from Tim Brown. The debt was repayable in full on or before January 31, 2018, but the Corporation agreed to extend the maturity date to December 31, 2019. On December 30, 2019, the Corporation agreed to further extend the maturity date to December 31, 2021.
• (4) On February 2, 2021, the terms of both of the above-noted loans were amended to remove the collateral requirement and the 1,700,000 Shares were released to Derrick Rowe. In the event Derrick Rowe ceases to be a Director of the Corporation, the outstanding principal amount of the loan will be subject to interest at the Corporation's current rate of borrowing from its bank or other relevant credit facilities.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Corporation is a "venture issuer" as that term is defined under National Instrument 52-110 – Audit Committees ("NI 52-110"). NI 52-110 requires the Corporation, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as follows:

The Audit Committee's Charter

The Audit Committee has a charter. A summary of the Audit Committee's charter is attached as Appendix G to this Circular.

Composition of the Audit Committee

The members of the Audit Committee are Andrew Youngman (Chair), Paul Sparkes and Tom Astle. Each of Andrew Youngman, Paul Sparkes and Tom Astle is independent. All members of the Audit Committee are financially literate.

Audit Committee Oversight

At no time during the financial year ended September 30, 2020 was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Relevant Education and Experience

Andrew Youngman: Mr. Youngman is President and Chief Executive Officer of Citizens Disability LLC, a leading technology-enabled consumer services provider that assists qualified Americans in obtaining Social Security Disability Insurance based in Waltham, MA. Mr. Youngman is responsible for the design, implementation and execution of business strategy for the company. Mr. Youngman is also a Member of Sail Rock Holdings, LLC, a company that provides business development services to third parties, a Member of HALEX Holdings, LLC, a company that provides retail product marketing, development and manufacturing services to third parties and Manager of The Youngman Companies LLC, Andrew's personal holding company. Prior to Citizens Disability LLC, Mr. Youngman has held roles with Internet Venture Works (private equity firm), Lesley University (private education provider) and for Marakon Associates (leading strategy consulting firm). Mr. Youngman received an MBA from the Wharton School at the University of Pennsylvania and a BA in Economics from Northwestern University. He is a non-attorney representative eligible for direct payment from the US Social Security Administration, a member of the National Association of Disability Representatives, a member of the National Organization of Social Security Claimant Representatives and is a member of the Young President's Association.

Paul Sparkes: Mr. Sparkes is a Corporate Director and Managing Partner of Norris Point Capital, a private investment firm partnering with established entrepreneurs in the technology sector; President of Otterbury Holdings Inc., a company advising growth entities in private and public markets; a Director of the following companies, Antler Gold Inc., a mining exploration company and Thunderbird Entertainment Group Inc., a media production, distribution and rights management company. Formerly, Mr. Sparkes was Executive Vice Chairman and Co-Founder of Difference Capital Financial Inc., a TSX-listed specialty finance company. Mr. Sparkes has held senior leadership roles with CTV Globemedia (media company), Government of Canada (Director of Operations to then Prime Minister, Jean Chretien) and Government Newfoundland and Labrador (aide to two Premiers; Clyde Wells and Brian Tobin). Mr Sparkes is the Chair and Founder of the Smiling Land Foundation. Mr. Sparkes has a BA, Political Science from Memorial University of Newfoundland.

Tom Astle: Mr. Astle is a partner at Longevity Funds, a developer of investment funds for investors in retirement and a member of a number of boards of directors of public, private and Not-For-Profit companies. Previously, Mr. Astle was Chief Financial Officer and Chief Investment Officer of Difference Capital Financial Inc., a strategic investment and advisory service company. He has also held management roles with Byron Capital Markets Ltd. (investment dealer) and Dundee Securities Ltd. (investment dealer) and has been a technology analyst at both Merill Lynch and National Bank Financial. Mr. Astle has a degree in Engineering Physics and has a Chartered Financial Analyst designation.

Reliance on Certain Exemptions

At no time since incorporation has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under part 8 of NI 52-110. The Corporation is relying upon the exemption set out in section 6.1 of NI 52-110 applicable to venture issuers.

Pre-Approval Policies and Procedures

Except as otherwise set forth in the Audit Committee Charter, the Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The aggregate fees incurred with the Corporation's auditors for audit and non-audit services in the financial years ended September 30, 2019 and 2020 are outlined in the following table:

Nature of Services	Aggregate Fees Billed for the Year Ended September 30, 2020	Aggregate Fees Billed for the Year Ended September 30, 2019
Audit Fees(1)	\$195,789	\$96,233
Audit-Related Fees(2)	\$7,404	\$7,249
Tax Fees(3)	\$16,246	\$19,716
All Other Fees(4)	\$14,980	\$8,560
Total	\$234,419	\$131,758

Notes:

• (1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews (if required) of the Corporation's financial statements and includes the fees of the Corporation's auditor, KPMG LLP. Audit Fees also include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
• (2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
• (3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities
• (4) "All Other Fees" include all other non-audit service.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation maintains liability insurance for its Directors and officers acting in their respective capacities in an aggregate amount of \$5,000,000. Retentions under the policy range from Nil to \$25,000 depending on the type of claim. The premium paid by the Corporation for this coverage in the financial year ended September 30, 2020 was \$16,000.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed below, since the commencement of the financial year ended September 30, 2020, no informed person of the Corporation, nominee for Director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. As used herein, an "informed person" means: (a) a Director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself, if and for so long as, it has purchased, redeemed or otherwise acquired any of its shares.

Effective October 1, 2011, the Corporation entered into a six-year lease with one renewal option for four years with LB2P Holdings Inc., a company controlled by the President and Chief Executive Officer, Mr. Emad Rizkalla (the "Lease"). Pursuant to the Lease, the Corporation and its two subsidiaries occupy 100% of the premises owned by LB2P Holdings Inc. located at 18 Prescott Street, St. John's, Newfoundland and Labrador. The Corporation renewed the Lease for a fouryear term effective as of October 1, 2017, in accordance with the terms of the Lease. The renewal includes an initial net lease rate for two years and an escalation for the two years thereafter. On October 1, 2019, the Corporation assigned the Lease to its subsidiary, BLNI. Rent expenses for the premises for the year-ended September 30, 2020 was \$302,400.

During the financial year ended September 30, 2014, Name 3 assumed a debt owed by Allan Dillon, a former executive officer of the Corporation, to the Corporation in the amount of \$119,589 for share purchase loans. As collateral for the non-interest-bearing share purchase loans, Name 3 granted the Corporation a security interest in 1,200,000 Shares acquired by Name 3 from Allan Dillon. The debt was repayable in full on or before June 27, 2017, but the Corporation agreed to extend the maturity date to December 31, 2019. The Corporation agreed on December 30, 2019 to further extend the maturity date to December 31, 2021. On February 2, 2021, the terms of this loan were amended to remove the collateral requirement and the 1,200,000 Shares were released to Derrick Rowe. In the event Derrick Rowe ceases to be a Director of the Corporation, the outstanding principal amount of the loan will be subject to interest at the Corporation's current rate of borrowing from its bank or other relevant credit facilities.

During the financial year ended September 30, 2015, Name 3 assumed a debt owed by Tim Brown, a former executive officer of the Corporation, in the amount of \$50,227 for share purchase loans. As collateral for the non-interest-bearing share purchase loans, Name 3 granted the Corporation a security interest in 500,000 Shares acquired by Name 3 from Tim Brown. The debt was repayable in full on or before January 31, 2018, but the Corporation agreed to extend the maturity date to December 31, 2019. The Corporation agreed on December 30, 2019 to further extend the maturity date to December 31, 2021. On February 2, 2021, the terms of this loan were amended to remove the collateral requirement and the 500,000 Shares were released to Derrick Rowe. In the event that Derrick Rowe ceases to be a Director of the Corporation, the outstanding principal amount of the loan will be subject to interest at the Corporation's current rate of borrowing from its bank or other relevant credit facilities.

MANAGEMENT CONTRACTS

Management functions of the Corporation and its subsidiaries are not, to any substantial degree, performed by anyone other than Directors or executives of the Corporation.

Effective October 1, 2019, the Corporation has entered into a management agreement with Rizbollo, a company controlled by Emad Rizkalla, Director and President and Chief Executive Officer. Pursuant to the management agreement, Rizbollo provides management services to the Corporation and the services of Emad Rizkalla for a fee paid to Rizbollo of \$75,000 per year.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation's corporate governance disclosure obligations are set out in the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 – Corporate Governance Guidelines. The instrument and policy set out a series of guidelines and requirements for effective corporate governance (together, the "Guidelines"). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. NI 58-101 requires the disclosure by the Corporation of its approach to corporate governance with reference to the Guidelines.

Set out below is a description of the Corporation's approach to corporate governance in relation to the Guidelines.

The Board of Directors

NI 58-101 defines an "independent director" as a director who has no direct or indirect material relationship with the Corporation. A "material relationship" is in turn defined as a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with such member's independent judgment. In determining whether a particular Director is an "independent director" or a "non-independent director", the Board of Directors considers the factual circumstances of each Director in the context of the Guidelines.

The Board is currently comprised of five members, a majority of whom are and will be "independent directors" within the meaning of the National Instrument. The three independent directors are: Andrew Youngman, Paul Sparkes and Tom Astle.

Two Directors have material relationships with the Corporation and therefore are not independent. Emad Rizkalla is not independent as he is the President and Chief Executive Officer of the Corporation. The Executive Chairman of the Board, Derrick Rowe, is also not an independent director, since he is an employee of BTSI.

As of the date hereof, other than as set out below, no Directors of the Corporation serve as directors on the boards of directors of other reporting issuer (or the equivalent):

Director	Name of Other Reporting Issuer
Tom Astle	PESA Corporation
Paul Sparkes	Antler Gold Inc.
	Thunderbird Entertainment Group Inc.

Board Mandate

The Board of Directors is responsible for the overall stewardship of the Corporation. The Board discharges this responsibility directly and through delegation of specific responsibilities to committees of the Board, the Chair, and officers of the Corporation, all as more particularly described in the Board Mandate adopted by the Board of Directors.

Orientation and Continuing Education

Responsibility for orientation programs for new Directors is the responsibility of the Board of Directors as a whole. In this regard, the Board's duties include ensuring the adequacy of the orientation and education program for new members of the Corporation's Board of Directors. The Chair of the Board and management review with each new member (i) certain information and materials regarding the Corporation, including the role of the Board of Directors and its committee, (ii) the contribution, including the commitment of time and resources, that each individual Director is expected to make, and (iii) the legal obligations of a Director of the Corporation.

The Board is also responsible for arranging continuing education for Directors in order to ensure that Directors maintain the skill and knowledge necessary to meet their obligations as Directors.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual Directors by the Corporation's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual Director's participation in decisions of the Board in which the Director has an interest have been sufficient to ensure that the Board operates reasonably independently of management and in the best interests of the Corporation. Nevertheless, the Corporation has adopted a Code of Business Conduct and Ethics (the "Code"), which sets out the ethical and behavioural standards expected of the Corporation's Directors, officers, employees and contractors. These standards include integrity and objectivity, fair dealing and due care, proper use of the Corporation's assets, property and information and compliance with applicable laws, regulations and rules. The Corporation will provide a copy of the Code, free of charge, upon request by contacting the Secretary of the Corporation at the Corporation's head office, which is located at 18 Prescott Street, St. John's, Newfoundland and Labrador, A1C 3S4, fax number 709-739-9003. The Code is also available on SEDAR at www.sedar.com under the Corporation's profile.

Nomination of Directors

The Board is responsible for nomination matters.

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

Diversity of the Board & Senior Management

While the Corporation believes that nominations to the Board and appointments to senior management should be based on merit, the Corporation recognizes that diversity supports balanced debate and discussion which, in turn, enhances decision-making.

To date, the Corporation has not adopted a formal written diversity policy and has not established targets with respect to the appointment of individuals to the Board or senior management who self-represent as being within designated groups (as that term is defined in the Employment Equity Act (Canada)).

In assessing potential directors and members of senior management, the Corporation focuses on the skills, expertise, experience and independence which the Corporation requires to be effective. Due to the small size of the Board and the management team, and the early-stage development of the Corporation's business, the Board believes that the qualifications and experience of proposed new directors and members of senior management should remain the primary consideration in the selection process. The Corporation will include diversity (including the level of representation of members of designated groups) as a factor in its decision-making when identifying and nominating candidates for election or re-election to the Board and for senior management positions.

As of the date hereof, one director/executive officer of the Corporation and one senior management member of a major subsidiary have self-identified as members of visible minority groups. No other directors or members of senior management of the Corporation or its major subsidiaries have self-identified as a member of any other designated group.

Director Term Limits

The Board does not have in place term limits for directors and has not adopted any other mechanisms for Board renewal at this time. Due to the small size of the Board, the Board believes that its current approach to assessment of the Board's effectiveness is an appropriate approach to considerations of Board composition. Periodically, the Board will consider the need for a renewal program intended to achieve what the Board believes to be a then desirable representation of skill, age, experience, diversity and other factors contributing to the Board's effectiveness and, if deemed necessary or desirable, will embark upon a program to effect changes in Board composition.

Compensation

The Compensation and Governance Committee is responsible for making recommendations to the Board on the form and amount of compensation paid to senior management and the structure of the Corporation's compensation programs, both for management and staff, including base salaries, perquisites and long and short-term incentive compensation, including stock options. The Compensation and Governance Committee is also responsible for the review of the performance of the President and Chief Executive Officer. See "Executive Compensation" in this Circular for more information.

Other Board Committees

As of the date of this Circular, the Board has no committees other than the Audit Committee, the Compensation and Governance Committee and the Special Committee of the Board. In light of the Corporation's current operations and small Board size the Corporation considers this reasonable.

Assessments

The Board monitors the adequacy of information given to Directors, communication between the Board and management and the strategic direction and processes of the Board.

PROPOSALS BY SHAREHOLDERS

If the Arrangement is not completed, pursuant to the CBCA, resolutions intended to be presented by Shareholders for action at the next annual general meeting must comply with the provisions of the CBCA and be deposited at the Corporation's head office not later than December 30, 2021, in order to be included in the management information circular relating to the next annual general meeting.

OTHER BUSINESS

Management is not aware of any matter intended to come before the Meeting other than those items of business set forth in this Circular. If any other matters properly come before the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the applicable form of proxy or voting instruction form in their sole discretion, including with respect to any amendments or variations of the matters identified in this Circular.

ADDITIONAL INFORMATION

If you have any questions that are not answered by this Circular, or would like additional information, you should contact your professional advisors. If you require assistance in completing your form of proxy, you can contact Computershare Investor Services Inc., by telephone at 1-866- 964-0498 (toll free in North America). If you require assistance in completing your Letter of Transmittal, you can contact Computershare Trust Company of Canada, by telephone at 1-514- 982-7555 or (toll free in North America) at 1-800-564-6253.

Additional financial information is provided in the Corporation's financial statements and management's discussion and analysis of the Corporation's financial condition and results of operations for the year ended September 30, 2020. Copies of the Corporation's filings, including its most recent financial statements and management discussion and analysis, will be sent to any Shareholder without charge upon written request to the Corporation's head office at 18 Prescott Street, St. John's, Newfoundland and Labrador, A1C 3S4, Attention: Bernie Beckett, Treasurer and Corporate Secretary.

APPROVAL BY DIRECTORS

The content and the sending of the Notice of Meeting and this Circular to each director, to each Shareholder entitled to notice of the Meeting and to the auditors of the Corporation, have been approved by the Board of Directors of the Corporation.

Dated at Halifax, Nova Scotia this 25th day of February, 2021.

By Order of the Board of Directors

_______________________________ __________________

Emad Rizkalla President and Chief Executive Officer

CONSENT OF BLAIR FRANKLIN CAPITAL PARTNERS INC.

We refer to the fairness opinion of our firm dated February 2, 2021 (the "Fairness Opinion) forming part of the management information circular dated February 25, 2021 (the "Circular") of BPLI Holdings Inc. ("BPLI") which we prepared for the Special Committee and the Board of Directors of BPLI in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the text of the Fairness Opinion with the securities regulatory authorities in the provinces and territories of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular. Our Fairness Opinion was given as of February 2, 2021 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Special Committee and Board of Directors of BPLI shall be entitled to rely upon our Fairness Opinion.

BLAIR FRANKLIN CAPITAL PARTNERS INC.

APPENDIX A ARRANGEMENT RESOLUTION

RESOLUTION OF THE SHAREHOLDERS OF BPLI HOLDINGS INC. (the "Corporation")

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

• (a) The Corporation be and is hereby authorized to execute and deliver, and to cause the appropriate Subsidiaries to execute and deliver, the Guarantees (as defined in the Arrangement Agreement (defined below)) and such other documentation as is required to provide security for the Term Loan (as defined in the Arrangement Agreement (defined below)), all as more particularly described and set forth in the management information circular of the Corporation dated February 25, 2021 (the "Circular").
• (b) The Corporation be and is hereby authorized to execute and deliver, and to cause the appropriate Subsidiaries to execute and deliver, the Guarantees (as defined in the Arrangement Agreement (defined below)) and all such other documentation as is required to provide security for the Bridge Loan, all as more particularly described and set forth in the Circular.
• (c) The arrangement (as it may be modified or amended, the "Arrangement") under Section 192 of the Canada Business Corporations Act ("CBCA") involving the Corporation and its shareholders (the "Shareholders"), together with 12491125 Canada Inc. ("Acquisitionco"), Name 3 Capital Inc. ("Name 3") and Rizbollo Holdings Limited ("Rizbollo"), all as more particularly described and set forth in the Circular is hereby authorized, approved and adopted.
• (d) The plan of arrangement, as it may be modified or amended in accordance with its terms (the "Plan of Arrangement"), the full text of which is set out in Schedule A to the Arrangement Agreement (as defined below), is hereby authorized, approved and adopted.
• (e) The Arrangement Agreement dated as of February 2, 2021 among Acquisitionco, Name 3, Rizbollo and the Corporation, as it may be modified or amended from time to time (the "Arrangement Agreement") and all transactions contemplated therein the actions of the directors of the Corporation (the "Board") in approving the Arrangement, and the Arrangement Agreement and the actions of the Board and officers of the Corporation in executing and delivering the Arrangement Agreement and causing the performance by the Corporation of its obligations thereunder are hereby confirmed, ratified, authorized and approved.
• (f) The Corporation be and is hereby authorized to apply for a final order from the Supreme Court of Nova Scotia (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended in accordance with the Arrangement Agreement and the Plan of Arrangement).
• (g) Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the Shareholders or that the Arrangement has been approved by the Court, the Board is hereby authorized and empowered without further approval of any Shareholders (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of

Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

• (h) Any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, for filing with the Director under the CBCA, articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
• (i) Any one director or officer of the Corporation is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person's opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

APPENDIX B PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 - INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Acquisitionco" means 12491125 Canada Inc., a corporation existing under the CBCA.

"Amalco" means the corporation to be formed pursuant to Section 2.3(e) of this Plan of Arrangement by the amalgamation of the Corporation and Acquisitionco.

"Amalco Common Shares" has the meaning ascribed in subsection 2.3(e)(iv) of this Plan of Arrangement.

"Arrangement" means an arrangement of the Corporation under section 192 of the CBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of both the Corporation and Acquisitionco, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement between Rizbollo, Name 3, Acquisitionco and the Corporation dated February 2, 2021, including the schedules thereto, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution of the Shareholders approving: (a) the Guarantees to secure the Term Loan and the Bridge Loan, including certain other security for the Bridge Loan, and (b) the Plan of Arrangement, to be considered at the Meeting, substantially in the form of Schedule B attached to the Arrangement Agreement.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement required under section 192(6) of the CBCA to be filed with the Director after the Final Order has been granted, giving effect to the Arrangement, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to both the Corporation and Acquisitionco, each acting reasonably.

"Business Day" means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Halifax, Nova Scotia, St. John's, Newfoundland and Labrador, and Toronto, Ontario are open for the conduct of business.

"Cash Consideration" means the \$0.23 per Common Share to be paid to each Shareholder, other than Rizbollo and Name 3, for each Common Share acquired under the Arrangement including, for greater certainty, the Excluded Rizkalla Shares, the Excluded Rowe Shares and the Donated Shares, as applicable.

"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to section 192(7) of the CBCA in respect of the Articles of Arrangement.

"Circular" means the Corporation's notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time.

"Common Shares" means the common shares in the capital stock of the Corporation.

"Corporation" means BPLI Holdings Inc., a corporation existing under the CBCA.

"Court" means the Supreme Court of Nova Scotia.

"Depositary" means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement, or such other Person as the Corporation and Acquisitionco agree to engage as depositary for the Arrangement.

"Director" means the Director appointed pursuant to section 260 of the CBCA.

"Dissent Rights" has the meaning specified in Section 3.1 of this Plan of Arrangement.

"Dissent Shares" means the Common Shares held by a Dissenting Holder who has demanded and perfected Dissent Rights in respect of the Common Shares in accordance with the Interim Order and who, as of the Effective Time, has not effectively withdrawn or lost such Dissent Rights.

"Dissenting Holder" means a registered holder of Common Shares who has properly exercised its Dissent Rights in accordance with Section 3.1 of this Plan of Arrangement and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its Common Shares but only in respect of Common Shares in respect of which Dissent Rights are validly exercised by such registered holder.

"Donated Shares" means the 2,500,000 Common Shares beneficially owned by Rizbollo that will be donated to the NAEL Family Foundation Inc. in accordance with Section 2.11 of the Arrangement Agreement.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Atlantic) on the Effective Date, or such other time as Acquisitionco and the Corporation agree to in writing before the Effective Date.

"Excluded Rizkalla Shares" means 30,000 Common Shares beneficially owned by Emad Rizkalla.

"Excluded Rowe Shares" means 1,900,878 Common Shares, comprised of 1,207,267 Common Shares beneficially owned by Derrick Rowe and 693,611 Common Shares over which Derrick Rowe exercises control and direction.

"Final Order" means the order of the Court approving the Arrangement under section 192 of the CBCA, in a form acceptable to the Corporation and Acquisitionco, each acting reasonably, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of the Corporation and Acquisitionco, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to the Corporation and Acquisitionco, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied.

"Final Proscription Date" has the meaning ascribed in Section 4.3 of this Plan of Arrangement.

"Interim Order" means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement dated February 18, 2021 providing for, among other things, the calling and holding of the Meeting, as such order may be amended, supplemented or varied by the Court with the prior consent of both the Corporation and Acquisitionco, each acting reasonably.

"Law" means any applicable laws, including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Regulatory Authority having the force of law.

"Letter of Transmittal" means the letter of transmittal to be sent by the Corporation to Shareholders in connection with the Arrangement.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Meeting" means the special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution and all other matters requiring approval pursuant to the terms and conditions of the Arrangement Agreement or the Interim Order and for any other purpose as may be set out in the Circular.

"Name 3" means Name 3 Capital Inc., a corporation existing under the laws of Newfoundland and Labrador.

"Parties" means the Corporation and Acquisitionco.

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

"Plan of Arrangement" means this Plan of Arrangement proposed under section 192 of the CBCA, and any amendments or variations made in accordance with Section 11.1 of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of both the Corporation and Acquisitionco, each acting reasonably.

"Regulatory Authority" means any (a) multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, office, Crown corporation, commission, commissioner, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body, including any tribunal, commission, stock exchange (including the TSX Venture Exchange), regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

"Rizbollo" means Rizbollo Holdings Limited, a corporation existing under the laws of Newfoundland and Labrador.

"Shareholders" means the registered or beneficial holders of Common Shares, as the context requires.

"Tax Act" means the Income Tax Act (Canada), R.S.C., 1985, c 1 (5th Supp.) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

• (a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.
• (b) Currency. All references to dollars or to \$ are references to Canadian dollars.
• (c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
• (d) Certain Phrases, etc. Wherever the word "including," "includes" or "include" is used in this Plan of Arrangement, it shall be deemed to be followed by the words "without limitation." The word "or" shall be disjunctive but not exclusive. The phrase "the aggregate of," "the total of," "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity.
• (e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
• (f) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
• (g) Time. Time is of the essence in this Plan of Arrangement. References to time are to Atlantic time.

ARTICLE 2 - THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement which shall occur in the order set forth herein. This Plan of Arrangement constitutes an arrangement as referred to in Section 192 of the CBCA.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective at, and be binding at and after, the times referred to in Section 2.3 of this Plan of Arrangement on: (a) the Corporation, (b) Acquisitionco, (c) Rizbollo, (d) Name 3, (e) all Shareholders (including Dissenting Holders), (f) the Depositary, and (g) all other Persons, in each case without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

• (a) each of the Common Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality, by or on behalf of the Dissenting Holders, to Acquisitionco in consideration for a claim against Acquisitionco for the amount determined under Article 3 of this Plan of Arrangement, and:
• (i) such Dissenting Holders shall cease to be the holders of such Common Shares and to have any rights as holders of such Common Shares other than the right to be paid fair value by Acquisitionco for such Common Shares as set out in Section 3.1 of this Plan of Arrangement;
• (ii) such Dissenting Holders' names shall be removed as the holders of such Common Shares from the register of Common Shares maintained by or on behalf of the Corporation; and
• (iii) Acquisitionco shall be deemed to be the transferee of such Common Shares (free and clear of all Liens), and shall be entered in the register of Common Shares maintained by or on behalf of the Corporation;
• (b) each Common Share outstanding immediately prior to the Effective Time, other than (i) Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised, (ii) Common Shares held by Rizbollo, and (iii) Common Shares held by Name 3, but including, for greater certainty, the Excluded Rizkalla Shares, the Excluded Rowe Shares and the Donated Shares, as applicable, shall be deemed to have been transferred without any further act or formality, by or on behalf of the Shareholder, to Acquisitionco in consideration for the Cash Consideration, and:
• (i) the holders of such Common Shares shall cease to be the holders of such Common Shares and to have any rights as holders of such Common

Shares other than the right to be paid the Cash Consideration by Acquisitionco in accordance with this Plan of Arrangement;

• (ii) such holders' names shall be removed from the register of the Common Shares maintained by or on behalf of the Corporation; and
• (iii) Acquisitionco shall be deemed to be the transferee of such Common Shares (free and clear of all Liens), and shall be entered in the register of Common Shares maintained by or on behalf of the Corporation;
• (c) all outstanding Common Shares held by Rizbollo, excluding for greater certainty the Excluded Rizkalla Shares and the Donated Shares, if applicable, shall be, and shall be deemed to be, irrevocably transferred to Acquisitionco (free and clear of all Liens) without further act or formality and, in consideration for such Common Shares, Acquisitionco shall issue to Rizbollo one Acquisitionco common share for each one Common Share held by Rizbollo immediately prior to such irrevocable transfer to Acquisitionco pursuant to this subsection 2.3(c);
• (d) all outstanding Common Shares held by Name 3, excluding for greater certainty the Excluded Rowe Shares, shall be, and shall be deemed to be, irrevocably transferred to Acquisitionco (free and clear of all Liens) without further act or formality and, in consideration for such Common Shares, Acquisitionco shall issue to Name 3 one Acquisitionco common share for each one Common Share held by Name 3 immediately prior to such irrevocable transfer to Acquisitionco pursuant to this subsection 2.3(d);
• (e) Acquisitionco and the Corporation will amalgamate to form "Amalco" in such a manner that, on and by virtue of the amalgamation:
• (i) Acquisitionco and the Corporation will cease to exist as entities separate from Amalco;
• (ii) Amalco will possess all of the property, rights, privileges and franchises and will be subject to all liabilities, including civil, criminal and quasicriminal, and all contracts, disabilities and debts of each of Acquisitionco and the Corporation;
• (iii) each issued and outstanding Common Share of the Corporation immediately prior to the amalgamation will be cancelled without any repayment of capital in respect thereof;
• (iv) Amalco's authorized share capital will be the same as Acquisitionco, being comprised of common shares having the same terms and conditions as Acquisitionco common shares (the "Amalco Common Shares");
• (v) any issued and outstanding Acquisitionco common shares immediately prior to the amalgamation will survive and continue to be Amalco Common Shares without amendment;
• (vi) no securities will be issued and no assets will be distributed by Amalco in connection with the amalgamation;

• (vii) the name of Amalco will be "BPLI Holdings Inc.";

• (viii) the registered office of Amalco will be 18 Prescott Street, St. John's, Newfoundland and Labrador, A1C 3S4;

• (ix) the by-laws of Acquisitionco will be the by-laws of Amalco, mutatis mutandis; and
• (x) in accordance with subsection 184(1) of the CBCA, the articles of amalgamation of Amalco will be the same as the articles of incorporation of Acquisitionco immediately prior to the amalgamation in this subsection 2.3(e) of this Plan of Arrangement;
• (xi) the board of directors of Amalco shall consist of a minimum of one (1) director and a maximum of ten (10) directors, until changed in accordance with the CBCA. The number of first directors of Amalco shall be two and the first directors of Amalco shall be:

Name	Address	Resident Canadian
Emad Rizkalla	18 Prescott Street St. John's, NL A1C 3S4	Yes
Derrick Rowe	18 Prescott Street, St. John's, NL A1C 3S4	Yes

(xii) the first officers of Amalco shall be:

Name	Office
Emad Rizkalla	President
Derrick Rowe	Chair

• (xiii) each of Acquisitionco and the Corporation will be deemed to have a taxation year end immediately prior to the amalgamation; and
• (xiv) Amalco will file an election with the Canada Revenue Agency to cease to be a public corporation for the purposes of the Tax Act as soon as practicable following the satisfaction of the prescribed conditions for making such election.

ARTICLE 3 - RIGHTS OF DISSENT

3.1 Rights of Dissent

A registered holder of Common Shares may exercise rights of dissent ("Dissent Rights") in accordance with the procedures set out in section 190 of the CBCA, as modified and supplemented by this Article 3, the Interim Order and the Final Order, with respect to such Common Shares in connection with the Arrangement, provided that notwithstanding (i) section 190(5) of the CBCA, the written objection to the Arrangement Resolution contemplated by section 190(5) of the CBCA must be received by the Corporation at or before the Meeting. Each Dissenting Holder who is:

• (a) ultimately entitled to be paid fair value for their Dissent Shares, such fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted at the Meeting, shall be deemed to have transferred such holder's Dissent Shares to Acquisitionco as of the Effective Time as set out in Section 2.3 of this Plan of Arrangement in consideration for a debt claim against Acquisitionco, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Holder not exercised Dissent Rights in respect of such Dissent Shares; or
• (b) ultimately not entitled, for any reason, to be paid such fair value for such Dissent Shares, shall be deemed to have participated in the Arrangement with respect to such Dissent Shares, as of the Effective Time, on the same basis as a non-Dissenting Holder of Common Shares to which Section 2.3 of this Plan of Arrangement applies.

3.2 Recognition of Dissenting Holders

• (a) In no circumstances shall Acquisitionco, the Corporation or any other Person be required to recognize a Dissenting Holder as the holder of any Common Share in respect of which Dissent Rights have been validly exercised at and after the Effective Time, and the names of such Dissenting Holders shall be removed from the registers of Common Shares maintained by or on behalf of the Corporation as provided in Section 2.3(a)(ii) of this Plan of Arrangement.
• (b) For greater certainty, in no case shall Acquisitionco, the Corporation or any other Person be required to recognize Dissenting Holders as holders of Common Shares, as the case may be, in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a) of this Plan of Arrangement, and the names of such Dissenting Holders shall be removed from the applicable register of holders of Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a)(ii) of this Plan of Arrangement occurs.
• (c) In addition to any other restrictions under section 190 of the CBCA, no holders of Common Shares who vote or have instructed a proxyholder to vote such Common Shares in favour of the Arrangement Resolution shall be entitled to exercise Dissent Rights and shall be deemed to have not exercised Dissent Rights in respect of such Common Shares.

ARTICLE 4 - CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

(a) Not later than two (2) Business Days prior to the Effective Time, Acquisitionco shall deposit, or arrange to be deposited, in accordance with the terms and conditions of the Arrangement Agreement for the benefit of and to be held on behalf of the Shareholders cash with the Depositary, in an amount equal to the aggregate Cash Consideration required to be paid for the Common Shares and payable to the Shareholders pursuant to Section 2.3 of this Plan of Arrangement.

• (b) Following the deposit with the Depositary of the amount specified in Section 4.1(a), Acquisitionco will be fully and completely discharged from its obligation to pay the Cash Consideration to the Shareholders (other than in respect of the right of Dissenting Holders to be paid fair value as herein provided for the Common Shares in respect of which Dissent Rights have been validly exercised), and the rights of such holders will be limited to receiving, from the Cash Consideration to which they are entitled in accordance with this Plan of Arrangement.
• (c) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were transferred pursuant to Section 2.3(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholder(s) represented by such surrendered certificate shall be entitled to receive in exchange therefor, the Depositary shall deliver to such holder, as soon as practicable a cheque (or other form of immediately available funds) representing the aggregate Cash Consideration payable to such Shareholder which such holder has the right to receive under this Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to Section 4.3 of this Plan of Arrangement, and any certificate representing Common Shares so surrendered shall forthwith be cancelled.
• (d) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Common Shares (other than Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Cash Consideration which such holder has the right to receive under this Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to Section 4.3 of this Plan of Arrangement.
• (e) No holder of Common Shares shall be entitled to receive any consideration with respect to such Common Shares other than the cash payment to which such holder is entitled to receive in accordance with Article 2 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends with a record date prior to or on the Effective Date.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 2.3(b) of this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Cash Consideration that such Shareholder has the right to receive in accordance with Section 2.3 of this Plan of Arrangement and such Shareholder's Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Cash Consideration is to be delivered shall, as a condition precedent to the delivery of such Cash Consideration, give a bond satisfactory to Acquisitionco and the Depositary (each acting reasonably) in such sum as Acquisitionco may direct (acting reasonably), or otherwise indemnify Acquisitionco and the Corporation in a manner satisfactory to Acquisitionco (acting reasonably) against any claim that may be made against Acquisitionco and the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Extinction of Rights

If any former holder of Common Shares fails to deliver to the Depositary the certificates formerly representing Common Shares required to be delivered under Section 4.1 or the documents or instruments required under Section 4.2 in order for such former holder to receive the aggregate Cash Consideration in respect of any Common Shares which such former holder is entitled to receive pursuant this Plan of Arrangement on or before the date which is six (6) years after the Effective Date (the "Final Proscription Date"), then:

• (a) such former holder's interest in the applicable Cash Consideration for the Common Shares pursuant to this Plan of Arrangement shall, as of the Final Proscription Date, be terminated and be deemed to be surrendered and forfeited to Amalco and any cash held by the Depositary in respect of the Cash Consideration payable for such Common Shares shall be returned to Amalco after the Final Proscription Date;
• (b) as of the Final Proscription Date, any certificate representing Common Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Acquisitionco and will be cancelled. None of the Corporation or Acquisitionco, or any of their respective successors, will be liable to any Person in respect of any cash which is forfeited to Amalco or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

4.4 Withholding Rights

Each of Acquisitionco, the Corporation, the Depositary and any other Person that makes a payment shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from the amount payable to any Person under this Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1 of this Plan of Arrangement), such amount as Acquisitionco, the Corporation or the Depositary deems, each acting reasonably, is required to be deducted or withheld pursuant to the Tax Act or any provision of any Law and remit such deducted and withheld amount to the appropriate Regulatory Authority. To the extent that the amount is so properly deducted, withheld and remitted, such amount shall be treated for all purposes of this Plan of Arrangement as having been paid to the relevant recipient, provided that such amounts are actually remitted to the appropriate Regulatory Authority. To the extent that such amounts are so deducted, withheld and remitted to the relevant Regulatory Authority, such amounts shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid.

4.5 Liens

Any exchange or transfer of Common Shares pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.6 Paramountcy

From and after the Effective Time (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares issued or outstanding prior to the Effective Time, (b) the rights and obligations of all registered holders and beneficial owners of Common Shares, the Corporation, Acquisitionco, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to the Commons Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

ARTICLE 5 – AMENDMENTS

5.1 Amendments to Plan of Arrangement

• (a) The Corporation and Acquisitionco may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Acquisitionco and the Corporation (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Shareholders if and as required by the Court.
• (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation or Acquisitionco at any time prior to the Meeting (provided that Acquisitionco or the Corporation (subject to the Arrangement Agreement), as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
• (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Corporation and Acquisitionco (each, acting reasonably), and (ii) if required by the Court, it is consented to by the Shareholders voting in the manner directed by the Court.
• (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Shareholder, or (ii) is an amendment contemplated in Section 5.1 of this Plan of Arrangement.
• (e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Amalco, provided that it concerns a matter which, in the reasonable opinion of Amalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any former Shareholder and such amendments, modifications or supplements to this Plan of Arrangement need not be filed with the Court or communicated to the Shareholders.

ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

APPENDIX C FAIRNESS OPINION

See attached.

STRICTLY PRIVATE & CONFIDENTIAL

February 2, 2021

The Special Committee of the Board of Directors BPLI HOLDINGS INC. 18 Prescott Street St. John's, NL A1C 3S4

Attention: Mr. Paul Sparkes, Chair of the Special Committee

To the Special Committee of the Board of Directors:

Blair Franklin Capital Partners Inc. ("Blair Franklin") understands that BPLI Holdings Inc. ("BPLI" or the "Company") entered into exclusive negotiations with BPLI's majority shareholders (the "Majority Shareholders") regarding a potential privatization of the Company pursuant to a non-binding letter of intent dated November 19, 2020 and amended December 5, 2020 (the "LOI"). The Majority Shareholders consist of (i) Rizbollo Holdings Limited ("Rizbollo"), a company owned and controlled by Emad Rizkalla ("Rizkalla"), and (ii) Name 3 Capital Inc. ("Name 3"), a company owned and controlled by Derrick Rowe ("Rowe"), who collectively control 74.8% of the Company's issued and outstanding common shares (the "Shares"). As a result of the exclusive negotiations, the Company intends to enter into an arrangement agreement (the "Arrangement Agreement") pursuant to which, among other things, 12491125 Canada Inc., an entity owned by the Majority Shareholders ("AcquisitionCo"), would acquire the Shares for consideration as described below (the "Transaction").

We further understand that the Company has approximately 106.7 million fully diluted Shares outstanding. Ownership of the Shares is concentrated in the hands of the Majority Shareholders, as well as a number of other insiders:

• x Approximately 62.3 million Shares (58% fully diluted) are beneficially owned by Emad Rizkalla (Founder and CEO) through Rizbollo and by an associate of Emad Rizkalla;
• x Derrick Rowe (Chairman) controls approximately 17.5 million Shares (16.4% fully diluted), held through Name 3 and by his spouse; and
• x Other insiders hold approximately 7.2 million Shares (6.7% fully diluted).

We understand that, pursuant to the Transaction, AcquisitionCo will acquire all Shares held by shareholders other than the Majority Shareholders (the "Minority Shareholders") for \$0.23 per Share in cash (the "Consideration"), including:

• x 2.5 million Shares currently held by Rizbollo, if Rizbollo elects to donate such Shares to NAEL Family Foundation Inc. (a charity) on the terms set forth in the Arrangement Agreement;
• x 30,000 Shares controlled directly or indirectly by Rizkalla; and
• x 1,900,878 Shares controlled directly or indirectly by Rowe.

Each Share beneficially owned by Rizbollo and Name 3 (other than those expressly excluded as set forth above) will be acquired by AcquisitionCo for share consideration on the basis of one common share of AcquisitionCo for each Share.

The Transaction will be financed by two loans – a term loan and bridge facility – totaling approximately \$7.3 million to be obtained by AcquisitionCo from a chartered bank and secured, in part, by guarantees of the Company and its subsidiaries, and security from the Company, including an assignment of approximately \$1.8 million of the Company's term deposits and credit balances, on terms and conditions to be agreed to by the Company and all subject to the required disinterested shareholder and TSXV approvals.

Furthermore, we understand that parties holding or controlling approximately 88% of the total number of issued and outstanding Shares (and approximately 52% of the Minority Shareholders) have entered into voting support agreements pursuant to which each has committed to vote in favour of the Transaction.

The Special Committee (the "Committee") of the Board of Directors of BPLI has retained Blair Franklin to provide its opinion (the "Opinion") as to the fairness, from a financial point of view, of the Consideration to be paid to the Minority Shareholders pursuant to the Transaction. Blair Franklin has not been asked to prepare, and has not prepared, a formal valuation of BPLI and the Opinion should not be construed as such.

Engagement of Blair Franklin

The Committee initially retained Blair Franklin regarding a potential transaction between BPLI and a third party pursuant to an engagement letter dated January 29, 2019 (the "2019 BF Engagement"), however such transaction was not completed and the 2019 BF Engagement was terminated on June 14, 2019. In connection with the Transaction, the Committee retained Blair Franklin as independent financial advisor to the Committee and executed a new engagement agreement dated October 21, 2020 (the "Engagement Agreement"). The 2019 BF Engagement provided for, and the Engagement Agreement provides for the payment to Blair Franklin of fixed fees in respect of the preparation and delivery of its Opinion. No portion of Blair Franklin's fees were or are contingent on the completion of the Transaction or any other transaction involving the Company, or on the conclusions reached herein. In addition, Blair Franklin is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Company in certain circumstances.

Relationship with Related Parties

Blair Franklin is not an insider, associate or affiliate (as such terms are defined in the Securities Act (Ontario)) of BPLI or any of its respective associates or affiliates. Blair Franklin has not provided any financial advisory services or participated in any financing involving BPLI or any of their respective associates or affiliates within the past twentyfour months, other than services provided under the Engagement Agreement and the 2019 BF Engagement.

Blair Franklin believes that it is "independent" (as such term is used in Part 6 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")) of all interested parties subject to the Transaction and that it has disclosed to the Committee all material facts known to it that could reasonably be considered to be relevant to its independence status under Part 6 of MI 61-101.

Credentials of Blair Franklin

Blair Franklin is an independent investment bank providing a full range of financial advisory services related to mergers and acquisitions, divestitures, minority investments, fairness opinions, valuations and financial restructurings. Blair Franklin has been a financial advisor in a significant number of transactions throughout Canada and North America involving public and private companies in various industry sectors and has extensive experience in preparing fairness opinions in transactions similar to the arrangement contemplated by the Arrangement Agreement and the Transaction.

The Opinion expressed herein is the opinion of Blair Franklin as a firm and the form and content herein has been approved for release by a committee of our principals, each of whom is experienced in mergers and acquisitions, divestitures, restructurings, minority investments, capital markets, fairness opinions and valuation matters.

Scope of Review:

In preparing the Opinion, Blair Franklin has reviewed and relied upon, among other things:

• 1. Blair Franklin interviews with management of BPLI ("Management") including CEO Emad Rizkalla, Executive Chairman Derrick Rowe, CFO Brad Driscoll, Treasurer & Secretary Bernie Beckett, and EVP Delivery & Operations John Moores;
• 1. Discussions with the Committee and counsel to the Committee;
• 1. Certain financial analyses and forecasts prepared by the Management;
• 1. Access to a datasite containing non-public material relating to BPLI including financial details, forecasts, segment information, tax information, contracts, HR

matters, legal matters, research & development funding information, intellectual property information and other items;

• 1. Audited financial statements and related Management Discussion & Analysis ("MD&A") of BPLI for the years ended September 30, 2020, 2019, and 2018;
• 1. Unaudited quarterly reports and related MD&A of BPLI for the three, six, and ninemonth periods ended December 31, March 31, and June 30, respectively, for the last three years;
• 1. Certain regulatory filings and related material for BPLI for the last five years;
• 1. The Company's Management Information Circular for the year ended September 30, 2019 and Annual Information Form for the year ended September 30, 2018;
• 1. Press releases issued by BPLI for the past three years and to the date hereof;
• 1. Public information relating to the business, operations, financial performance and share price trading history of BPLI and other selected public entities whose businesses we believe to be relevant;
• 1. Shareholder and insider information available on SEDI, the Canadian System for Electronic Disclosure by Insiders;
• 1. Comparable trading multiples and comparable transaction multiples for selected companies and transactions considered relevant;
• 1. Research reports based upon public information prepared by industry analysts;
• 1. Industry and financial market information;
• 1. Letter of Intent on the proposed Transaction provided by Emad Rizkalla and Derrick Rowe to BPLI dated November 19, 2020 and an amendment thereto dated December 5, 2020;
• 1. Financing Proposal Term Sheet from The Toronto-Dominion Bank with respect to the proposed acquisition credit facilities being sought by the Majority Shareholders (as of November 19, 2020);
• 1. Commitment Letter from The Toronto-Dominion Bank with respect to the acquisition credit facilities arranged by the Majority Shareholders (as of February 1, 2021);
• 1. Drafts of the Arrangement Agreement, Plan of Arrangement, and Lock-up Agreements to be entered into pursuant to the Transaction (as of February 1, 2021);
• 1. Such other information, documentation, analyses and discussions that we considered relevant in the circumstances.

Blair Franklin has not, to the best of its knowledge, been denied access by BPLI to any information that has been requested.

Blair Franklin has conducted such analyses, investigations and testing of assumptions as were considered by Blair Franklin to be appropriate in the circumstances for the purposes of arriving at its opinion as to the fairness, from a financial point of view, of the C - 6

Consideration to be offered pursuant to the Transaction, to the Minority Shareholders but has not independently verified any of the assumptions contained in the information publicly disclosed by BPLI or provided by its representatives.

Prior Valuations

Senior officers of the Company have represented to Blair Franklin that, to the best of their knowledge, after due inquiry, there have been no valuations or appraisals of the Company or any material property of the Company or any of its subsidiaries made in the preceding 24 months and in the possession or control of the Company other than those which have been provided to Blair Franklin or, in the case of valuations known to the Company which it does not have within its possession or control, notice of which has been given to Blair Franklin.

Assumptions and Limitations

The Opinion is subject to the assumptions, explanations and limitations hereinbefore described and as set forth below.

We have not been asked to prepare, and have not prepared, a formal valuation or appraisal of BPLI or any of its securities or assets and this Opinion should not be construed as such. We have, however, conducted such analyses as we considered necessary in the circumstances. In addition, the Opinion is not, and should not be construed as, advice as to the price at which the Shares may trade at any future date.

With the Committee's approval and as provided in the Engagement Agreement, Blair Franklin has relied, without independent verification, upon the completeness, accuracy and fair presentation in all material respects of all financial information and the completeness and accuracy of the other information, data, advice, opinions and representations obtained by it from public sources, Management of BPLI and its associates and affiliates and advisors or otherwise (collectively, the "Information") and we have assumed that the historical information included in the Information did not omit to state any material fact or any fact necessary to be stated or necessary to make that Information not misleading in light of the circumstances in which it was made. This Opinion is conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgment and except as described herein, Blair Franklin has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information. With respect to the forecasts, projections or estimates provided to Blair Franklin and used in the analysis supporting the Opinion, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Management of BPLI as to the matters covered thereby at the time of preparation and, in rendering the Opinion, we express no view as to the reasonableness of such forecasts or budgets or the assumptions on which they are based.

Representatives of BPLI have represented to Blair Franklin in a certificate delivered as at the date hereof, among other things, that (i) with the exception of forecasts, projections or estimates prepared using the assumptions identified therein, the information, data and other material (financial or of business) provided orally by, or in writing by the Company or any of its subsidiaries or its agents to Blair Franklin relating to the Company or the Transaction, was at the date the Information was provided to Blair Franklin, and is, at the date hereof complete, true and correct in all material respects and did not and does not contain any untrue statement of a material fact in respect of the Company or the Transaction and did not and does not omit to state a material fact in respect of the Company or the Transaction necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) since those dates on which the Information was provided to Blair Franklin, except as was disclosed in writing to Blair Franklin, or as publicly disclosed, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of BPLI and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion; and that (iii) any portions of the Information provided to Blair Franklin which constitute forecasts, projection or estimates were prepared using the assumptions identified therein, which, in the reasonable opinion of the Company, are (or were at the time of preparation and continue to be) reasonable in the circumstances.

Blair Franklin has made several assumptions in connection with its Opinion that it considers reasonable, including that, the conditions required to implement the Transaction will be met.

The Opinion is rendered on the basis of the securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions, financial and otherwise, of BPLI and its subsidiaries and affiliates, as they were reflected in the Information and as they were represented to Blair Franklin in discussions with Management of BPLI. In its analyses and in preparing the Opinion, Blair Franklin made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Blair Franklin or any party involved in the Transaction.

The Opinion has been provided to the Committee of BPLI for its use and may not be used or relied upon by any other person without the express prior written consent of Blair Franklin.

The Opinion is given as of the date hereof and Blair Franklin disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Blair Franklin after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter upon which the Opinion is based after the date hereof which would make such Opinion misleading in any material respect, Blair Franklin reserves the right to modify, amend, supplement, or withdraw the Opinion.

Blair Franklin believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

Overview of the Company

BPLI designs, develops and delivers workplace training for individuals, businesses, military personnel and the public sector. The Company is headquartered in St. John's, Newfoundland and has an additional office in Halifax, Nova Scotia. It operates through two main business segments through two subsidiaries: (i) Bluedrop Training & Simulation Inc. ("BTS") and (ii) Bluedrop Learning Networks Inc. ("BLN").

BTS provides custom courseware development, training and simulation products and inservice support to the military and defense sectors. BLN has developed a proprietary software-as-a-service ("SaaS") business that provides solutions to various governments and workplace sector agencies focused on compliance & skills development. BLN focuses on two key areas: (i) workforce, which addresses upskilling needs of individuals and capacity building for employers and (ii) compliance, which helps organizations that need to track compliance-driven training certifications.

Both BTS and BLN receive financial assistance from provincial and federal government entities ("Government Assistance") through various programs designed to support small and medium-sized enterprises. Such Government Assistance forms a material portion of the Company's annual earnings.

Trading History of the Shares

The Shares began trading on the TSX Venture Exchange ("TSXV") in 2012 and trade under the symbol BPLI.

On June 26, 2020, the Company announced that the TSXV had accepted BPLI's application to be classified as a Tier 2 issuer. The Company determined that it would be appropriate to seek a movement to Tier 2 to reflect the limited level of the public float, which would likely be further reduced by the Company's implementation of a Normal Course Issuer Bid (purchases under which commenced on July 3, 2020).

The following table sets forth, for the periods indicated, low and high closing prices of the Shares on the TSXV and the total volumes traded on the TSXV.

		Table 1: Trading History
			TSXV Price
		Low	High	Volume
2020	January	\$0.08	\$0.12	716,174
	February	\$0.08	\$0.10	168,676
	March	\$0.05	\$0.10	239,324
	April	\$0.06	\$0.08	496,100
	May	\$0.06	\$0.08	593,438
	June	\$0.08	\$0.10	367,002
	July	\$0.09	\$0.11	811,990
	August	\$0.10	\$0.14	858,818
	September	\$0.12	\$0.15	334,240
	October	\$0.12	\$0.15	766,324
	November	\$0.14	\$0.15	306,066
	December	\$0.13	\$0.15	619,500
2021	January	\$0.13	\$0.18	979,466

Fairness Methodologies

In support of the Opinion, Blair Franklin has performed certain financial analyses with respect to BPLI, based on those methodologies and assumptions that we considered appropriate in the circumstances. In reviewing the Transaction and related Consideration, Blair Franklin primarily relied on a discounted cash flow analysis (the "DCF Approach"). In addition, Blair Franklin's analysis included a review of comparable company trading multiples (the "Comparable Companies Approach") as well as a review of comparable precedent transactions (the "Precedent Transactions Approach").

DCF Approach

The DCF Approach involved discounting to present value: (i) the 5-year forecast unlevered free cash flows ("UFCFs") generated by each of BTS, BLN, and BPLI's corporate parent; and (ii) terminal values for BTS and BLN as of September 30, 2025.

The DCF Approach requires that certain assumptions be made regarding, among other things, future UFCFs, discount rates and terminal values. As part of its DCF Approach, Blair Franklin reviewed forecasts prepared by BTS and BLN Management in detail, including, among other things, assumptions made with respect to revenue growth in different business lines, operating expenses, gross margins, and EBITDA margins. Discussions were also held with Management to clarify assumptions underlying their respective analyses, understand the current condition of each segment, and to understand development with respect to the Company.

Following a detailed review of Management's forecasts and discussions with Management, Blair Franklin arrived at its own view on the cash flows for the Company and developed an independent cash flow forecast. Blair Franklin also reviewed the sensitivity of changes in various key assumptions to the implied DCF values.

Blair Franklin primarily considered a "Base Case" DCF scenario. Blair Franklin's Base Case DCF Scenario assumed a privatization of the Company, similar to the Transaction, is

completed. Consequently, this Base Case incorporated annual synergies primarily related to the reduction of public company costs that increase annual UFCFs throughout the forecast for each of BTS and BLN.

	Table 2: Blair Franklin - Base Case Forecast Summary
(in mm of C\$)
	2021E	2022E	2023E	2024E	2025E
BTS
Revenue	22.0	23.2	27.2	32.8	33.4
EBITDA	4.8	4.4	5.3	6.3	6.3
EBITDA Margin	22%	19%	20%	19%	19%
BLN
Revenue	7.2	7.5	8.4	9.6	9.8
EBITDA	0.5	0.4	1.0	1.8	2.7
EBITDA Margin	6%	5%	11%	19%	28%
	Note: EBITDA includes the effect of Corporate costs

As part of the DCF Analysis, Blair Franklin applied appropriate discount rates and terminal multiples to the projected UFCFs based on market data, discussions with Management, review of precedent transactions, comparable companies, and Blair Franklin's understanding of the Company's risk profile.

Table 3: DCF Assumptions
Assumption	BTS	BLN
Discount Rate	12% - 16%	18% - 22%
Terminal Multiple Commercial EBITDA	4.0x - 6.0x	3.0x - 5.0x
Government Assistance EBITDA	2.0x	2.0x

Blair Franklin applied higher discount rates and lower terminal multiples to BLN-related cash flows to reflect the segment's limited history of profitability, and more uncertain outlook.

The resulting present value of UFCFs were then adjusted for relevant capital structure items, and divided by the fully diluted number of Shares to arrive at an implied range of equity values per Share.

Comparable Company Approach

Blair Franklin reviewed financial metrics for publicly-traded peers for each of BTS and BLN, separately.

In the case of BTS, Blair Franklin focused on EV/EBITDA multiples of vertically integrated public defense contractors which have training and simulation operations, as well as more training and technology-focused niche players.

Due to the fact that BLN does not currently generate positive EBITDA, Blair Franklin focused on EV/Revenue multiples of publicly-traded companies in the education technology space that focus on SaaS solutions, as well as companies that offer digital process automation and enterprise management software products used to track key data pertaining to employees, customers, or suppliers. The table below outlines the comparable companies Blair Franklin reviewed as part of the Comparable Companies Approach.

Table 4: Comparable Companies
BTS	BLN
Adacel Technologies	2U
CAE	Cornerstone OnDemand
Calian Group	Intertek Group
Cubic Corporation	Open Text
Lockheed Martin	Pluralsight
ManTech	QAD
Textron

Given BTS and BLN's capabilities, scope of services, size, product offering, and reliance on Government Assistance, BPLI is not directly comparable to the identified peers and garners significantly lower trading multiples. Blair Franklin used its professional judgement, informed by the Comparable Companies Analysis, to arrive at ranges of multiples that would be appropriate for companies with each of BTS and BLN's operational, financial and risk profile.

Blair Franklin then applied a range of EV/EBITDA and EV/Revenue multiples implied by the Comparable Companies Approach to BTS and BLN's EBITDA and Revenue, respectively. The implied aggregate enterprise value for BTS and BLN was then adjusted for the Company's outstanding net debt and divided by the fully diluted Shares outstanding to arrive at a range of implied equity values per Share.

Precedent Transactions Approach

Blair Franklin reviewed precedent transactions over the last ten years, in distinct sectors, to reflect the disparate natures of the BTS and BLN business segments.

In considering the potential implied values of BTS, Blair Franklin reviewed transactions in the military and commercial training & simulation industry, and focused on EV/EBITDA multiples.

In considering the potential implied values of BLN, Blair Franklin reviewed transactions involving companies that specialized in developing learning management systems and document processing technology, and focused on EV/Revenue multiples, similar to the Comparable Companies Analysis.

Despite there being a number of transactions within the time period and sectors selected, many of the transactions reviewed did not have publicly available financial metrics. The table below provides a subset of the most comparable transactions reviewed (those considered most relevant are denoted with an asterisk).

	Table 5: Precedent Transactions
	Announced
	Date	Target	Acquiror
BTS
	Aug-10	DEI Services	Kratos Defense
	Jul-15	Alion Science and Technology	Veritas Capital
*	Feb-18	CANLink Global	Exchange Income Corporation
	Apr-18	EIS Aircraft Operations	QinetiQ
	Aug-18	AOCE	CAE
	Nov-18	Bombardier Business Aircraft	CAE
	Apr-19	KeyW	Jacobs Engineering
	Jun-19	Raytheon Company	United Technologies
	Sep-19	Arotech Corporation	Greenbriar Equity Group
*	Jul-20	Comprehensive Training Solutions International	Calian
*	Nov-20	Cadence Consultancy	Calian
BLN
	May-09	SumTotal Systems	Vista Equity Partners
	Mar-12	Sonar Ltd.	Cornerstone
	May-13	FileBound	Upland Software
	Apr-15	ClickSoftware	Francisco Partners Management
*	Apr-16	Advanced Processing and Imaging	Upland Software
	Apr-18	PeopleFluent	Learning Technologies Group
*	Sep-18	Powervision Software	Cortex Business Solutions
*	Nov-18	Grovo Learning	Cornerstone
*	Dec-19	Check Safety First (CSF)	Intertek
	Mar-20	XMedius	OpenText
	Mar-20	Open LMS business of Blackboard	Learning Technologies Group

	Table 6: Precedent Transactions Summary
	EV / Revenue	EV / EBITDA
BTS
Average	1.3x	9.5x
Median	1.0x	7.7x
Average (ex. high / low)	1.2x	9.2x
BLN
Average	2.1x	na
Median	1.9x	na
Average (ex. high / low)	2.1x	na

Blair Franklin then applied a range of EV/EBITDA and EV/Revenue multiples implied by the Precedent Transactions Approach to BTS and BLN's EBITDA and Revenue, respectively. The implied aggregate enterprise value for BTS and BLN was then adjusted for the Company's outstanding net debt and divided by the fully diluted Shares outstanding to arrive at a range of implied equity values per Share.

Other Factors Considered

Blair Franklin has considered a number of other factors in arriving at the Opinion including:

• x certain conditions and deal protections as described in the Arrangement Agreement and other agreements governing the Transaction;
• x information provided by Management and the Committee regarding (i) efforts to solicit third-party interest in the Company, and (ii) any third-party interest received pursuant to these activities or otherwise prior to BPLI entering into exclusive negotiations with the Majority Shareholders;
• x uncertainties related to the ongoing COVID-19 pandemic and its potential impact on the Company's business activities; and
• x such other factors or analyses, which we have judged, based on the exercise of our professional judgement and our experience in rendering such opinions, to be relevant.

Fairness Conclusion

Based upon and subject to the foregoing and such other matters as we considered relevant, Blair Franklin is of the opinion that, as of the date hereof the Consideration to be paid to the Minority Shareholders pursuant to the Transaction, is fair from a financial point of view to the Minority Shareholders of BPLI. y

Yours very truly,

BLAIR FRANKLIN CAPITAL PARTNERS INC. BLAIR FRANKLIN CAPITAL PARTNERS INC

APPENDIX D INTERIM ORDER

See attached.

IN THE EUPREME COURT COUNTY OF HALIFAX. N.S. I hereby carlifyinal the foregoing document, identified by the seal of the court, is a true copy of the original document on the file herein.
NB-2021 FEB
Deputy Prothonotary
KASHIKA JAGGI
nàouty Prothonotary

APPENDIX E NOTICE OF APPLICATION FOR FINAL ORDER

See attached.

E - 2

E - 3

APPENDIX F DISSENT PROVISIONS OF THE CBCA

Section 190 of the CBCA

190(1) Right to dissent

Subject to Sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

• (a) amend its articles under Section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;
• (b) amend its articles under Section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;
• (c) amalgamate otherwise than under Section 184;
• (d) be continued under Section 188;
• (e) sell, lease or exchange all or substantially all its property under Subsection 189(3); or
• (f) carry out a going-private transaction or a squeeze-out transaction.

190(2) Further right

A holder of shares of any class or series of shares entitled to vote under Section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

190(2.1) If one class of shares

The right to dissent described in Subsection (2) applies even if there is only one class of shares.

190(3) Payment for shares

In addition to any other right the shareholder may have, but subject to Subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under Subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

190(4) No partial dissent

A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

190(5) Objection

A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in Subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

190(6) Notice of resolution

The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in Subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

190(7) Demand for payment

A dissenting shareholder shall, within twenty days after receiving a notice under Subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

• (a) the shareholder's name and address;
• (b) the number and class of shares in respect of which the shareholder dissents; and
• (c) a demand for payment of the fair value of such shares.

190(8) Share certificate

A dissenting shareholder shall, within thirty days after sending a notice under Subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

190(9) Forfeiture

A dissenting shareholder who fails to comply with Subsection (8) has no right to make a claim under this section.

190(10) Endorsing certificate

A corporation or its transfer agent shall endorse on any share certificate received under Subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

190(11) Suspension of rights

• (a) On sending a notice under Subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

• (b) the shareholder withdraws that notice before the corporation makes an offer under Subsection (12),

• (c) the corporation fails to make an offer in accordance with Subsection (12) and the shareholder withdraws the notice, or

• (d) the directors revoke a resolution to amend the articles under Subsection 173(2) or 174(5), terminate an amalgamation agreement under Subsection 183(6) or an application for continuance under Subsection 188(6), or abandon a sale, lease or exchange under Subsection 189(9),

in which case the shareholder's rights are reinstated as of the date the notice was sent.

190(12) Offer to pay

A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in Subsection (7), send to each dissenting shareholder who has sent such notice

• (a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or
• (b) if Subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

190(13) Same terms

Every offer made under Subsection (12) for shares of the same class or series shall be on the same terms.

190(14) Payment

Subject to Subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under Subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

190(15) Corporation may apply to court

Where a corporation fails to make an offer under Subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

190(16) Shareholder application to court

If a corporation fails to apply to a court under Subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

190(17) Venue

An application under Subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

190(18) No security for costs

A dissenting shareholder is not required to give security for costs in an application made under Subsection (15) or (16).

190(19) Parties

On an application to a court under Subsection (15) or (16),

• (a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and
• (b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

190(20) Powers of court

On an application to a court under Subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

190(21) Appraisers

A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

190(22) Final order

The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

190(23) Interest

A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

190(24) Notice that Subsection (26) applies

If Subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under Subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

190(25) Effect where Subsection (26) applies

If Subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under Subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

190(26) Limitation

A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

• (a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
• (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

APPENDIX G CHARTER OF THE AUDIT COMMITTEE

1.0 PURPOSE

• 1.1 The Audit Committee (the "Committee") is a standing committee of the board of directors (the "Board") of BPLI Holdings Inc. (the "Corporation") charged with assisting the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:
• x serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements;
• x review and appraise the performance of the Corporation's external auditors; and
• x provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board.

2.0 COMMITTEE MEMBERSHIP

• 2.1 The Board shall annually elect a minimum three (3) Directors to the Committee, a majority of whom shall be financially literate, independent of management and free from any material relationship with, in the opinion of the Board, would interfere with the director's exercise of independent judgment as a member of the Committee. Unless a 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.
• 2.2 If the Corporation ceases to be a "venture issuer" (as that term is defined in National Instrument 52-110 – Audit Committees ("NI 52-110")), then all of the members of the Committee shall be independent (as that term is defined in NI 52-110).
• 2.3 If the Corporation ceases to be a "venture issuer" (as that term is defined in NI 52-110), then all members of the Committee shall be financially literate. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of "financially literate" is 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 presumably be expected to be raised by the Corporation's financial statements.

3.0 MEETINGS

• 3.1 The Committee shall meet a least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the external auditors.
• 3.2 A quorum for the transaction of business at any meeting of the Committee shall be two members.

4.0 RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

4.1 Documents/Reports Review

• (a) review this Charter annually and recommend any changes to the Board; and
• (b) review the Corporation's financial statements, management discussion and analysis and any annual and interim earnings press releases before the Corporation 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 auditors.

4.2 External Auditors

• (a) annually review the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the Shareholders;
• (b) annually obtain a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation, consistent with Independence Standards Board Standard No. 1 - Independence Discussions with Audit Committees;
• (c) review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors;
• (d) take appropriate action to oversee the independence of the external auditors, 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 auditors nominated annually for shareholder approval;
• (f) recommend to the Board the compensation to be paid to the external auditors;

• (g) at least once per year, consult with the external auditors, without the presence of management, about the quality of the Corporation's accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements;

• (h) review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation;

• (i) review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements; and
• (j) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto;
• (k) review and pre-approve any non-audit services provided by the Corporation's external auditors, subject to the following:
• (i) the pre-approval requirement shall be satisfied with respect to the provision of non-audit services if the following criteria set forth in Section 2.4 of NI 52-110 are met:
  • (A) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of fees paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;
  • (B) such services were not recognized by the Corporation at the time of the engagement to be non-audit services;
  • (C) such services are promptly brought to the attention of the Committee 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 to whom authority to grant such approvals has been delegated by the Committee; and
  • (D) 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; and
• (ii) the Committee may delegate to the Chair or any other independent member of the Committee the authority to pre-approve non-audit services, provided such pre-approved non-audit services are presented to the Committee at the next scheduled Committee meeting following such preapproval.

4.3 Financial Reporting Processes

• (a) in consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external;
• (b) consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting;

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

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

• (e) following completion of the annual audit, review separately with management and the external auditors 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 auditors in connection with the preparation of the financial statements;
• (g) review with the external auditors 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) establish a procedure for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and
• (j) establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

4.4 Internal Control

• (a) consider the effectiveness of the Corporation's internal control system;
• (b) understand the scope of external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses;
• (c) review external auditors' management letters and management's responses to such letters;
• (d) as requested by the Board, discuss with management and the external auditors the Corporation's major risk exposures (whether financial, operational or otherwise), the adequacy and effectiveness of the accounting and financial controls, and the steps management has taken to monitor and control such exposures;
• (e) annually review the Corporation's disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with, such controls and procedures; and
• (f) discuss with the Chief Financial Officer and, as is in the Committee's opinion appropriate, the President and Chief Executive Officer, all elements of the certification required pursuant to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

G - 5

4.5 Other

• (a) review any related-party transactions;
• (b) engage independent counsel and other advisors as it determines necessary to carry out its duties;
• (c) set and pay compensation for any independent counsel and other advisors employed by the Committee; and
• (d) communicate directly with the internal and external auditors.

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