CENTR Brands Corp.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of CENTR Brands Corp. (the “ Corporation ”) will be held at the head office of CENTR Brands Corp., Suite 100, 2318 Oak Street, Vancouver, British Columbia, V6H 4J1, on Tuesday, December 13, 2022 at 9:30 a.m. (PST) for the following purposes:

to receive the audited financial statements of the Corporation for the year ended May 31, 2022, together with the auditors’ report thereon;
to set the number of directors of the Corporation at five;
to elect the directors of the Corporation for the ensuing year;
to appoint KPMG LLP as the auditors of the Corporation for the ensuing year and authorize the directors to fix the remuneration of the auditors;
to consider, and if thought appropriate, to pass a resolution to approve the adoption of a new Equity Incentive Plan of the Corporation, as more particularly described in the accompanying Circular; and
to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Information relating to the matters to be brought before the Meeting is set forth in the management information circular (the “ Circular ”) which accompanies this Notice.

The Board of Directors of the Corporation has fixed Thursday, November 3, 2022 as the record date for the Meeting. Shareholders of record at the close of business on this date are entitled to notice of the Meeting and to vote thereat or at any adjournment or postponement thereof on the basis of one vote for Common Share held.

Attending the Annual General and Special Meeting : The Corporation is offering this as a hybrid meeting. While Registered Shareholders or the persons they appoint as their proxies may attend the Meeting in person, we encourage Shareholders to attend the Meeting virtually in order to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders related to COVID-19. Please plan to connect to the teleconference at least 15 minutes before the Meeting using the following toll free number: +1 866-679-9995, access code: 265 201 693#. Shareholders are also invited to submit questions in advance of the Meeting, and we will do our best to address during the management portion of the presentation, following the formal business of the Meeting. Questions can be submitted to [email protected]. Please put “AGM Shareholder Question” in the subject line of any such email. To ensure a question receives its proper consideration, please submit all questions by December 12, 2022. We encourage all Shareholders to vote their proxy before the Meeting. If you are a registered Shareholder and are unable to attend the Meeting, please exercise your right to vote by completing, signing, dating and returning the applicable accompanying form of proxy to TSX Trust Company, the transfer agent of the Corporation. To be valid, completed proxy forms must be signed, dated and deposited with TSX Trust Company using one of the following methods:

	By Mail or Hand Delivery:	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1
	Facsimile:	416-595-9593
	By Internet:	Go towww.voteproxyonline.comand enter the 12 digit control number (located on the form of proxy accompanying this Circular)

Proxies must be deposited with TSX Trust Company not later than 9:30 a.m. (PST) on Friday, December 9, 2022, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting. The Chairman of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.

Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Registered Shareholders or the persons they appoint as their proxies may be asked to provide valid government-issued photo identification, such as a driver’s license or passport, and, if applicable, a properly completed form of proxy in order to gain admission to the Meeting.

If you are unable to attend the Meeting, we encourage you to complete and return the enclosed form of proxy as soon as possible so that as large a representation as possible may be had at the Meeting.

If you are a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.

PLEASE READ THIS IMPORTANT NOTICE

To mitigate risks related to COVID-19, the Meeting will be conducted in a hybrid format, which will include both a teleconference and an in-person option. The Corporation strongly encourages Shareholders to attend the Meeting by teleconference using the following toll-free phone number: 1 866-679-9995, access code: 265 201 693#. Shareholders are also invited to submit questions in advance of the Meeting, and we will do our best to address during the management portion of the presentation, following the formal business of the Meeting. Questions can be submitted to [email protected]. Please put “AGM Shareholder Question” in the subject line of any such email. To ensure a question receives its proper consideration, please submit all questions by December 12, 2022. In light of COVID-19, we strongly encourage Shareholders to vote in advance of the Meeting, and Shareholders are encouraged NOT to attend the Meeting in person if at all possible. The ability of Shareholders to attend the Meeting in person is also subject to any governmental orders applicable at the time of the Meeting which might prevent or restrict Shareholders from attending in person. The Corporation is monitoring developments regarding COVID-19. In the event the Corporation decides any change to the date, time, location or format of the Meeting are necessary or appropriate due to difficulties arising from COVID-19, the Corporation will promptly notify Shareholders of the change by issuing a news release, a copy of which will be available on SEDAR (as defined below) at www.sedar.com. The Corporation does not intend to prepare an amended Circular in the event of changes to the Meeting format. Shareholders will not be able to vote through the teleconference call and we encourage shareholders to vote their Common Shares prior to the Meeting by any of the means described in the Circular.

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of Common Shares (the “ NonRegistered Holders ”) and for registered Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the Internet in accordance with the notice-and-access rules adopted by the Canadian Securities Administrators under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer . Under the notice-and-access system, registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this Notice, the Circular, the form of proxy, the annual financial statements and related management's discussion and analysis, where applicable, and other meeting materials (collectively the “ Meeting Materials ”), Shareholders will receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Corporation will not be adopting stratification procedures in relation to the use of notice-and-access provisions.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation’s profile on SEDAR at www.sedar.com or at https://docs.tsxtrust.com/2140 , the website for the Meeting Materials maintained by the Corporation’s transfer agent and registrar. The Meeting Materials will remain posted on TSX Trust Company’s website at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on TSX Trust Company’s website. In order to receive a paper copy of the Meeting Materials, or if you have questions concerning notice-and-access, please call the Corporation’s transfer agent and registrar, TSX Trust Company, toll free at 1-866-600-5869. Any requests for material received before the meeting date should be fulfilled within three business days.

The Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice. Additional information about the Corporation and its consolidated financial statements are also available under the Corporation’s profile on SEDAR at www.sedar.com.

DATED at Vancouver, British Columbia, this 8[th] day of November, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Arjan Chima” Arjan Chima, Chief Executive Officer

CENTR BRANDS CORP.

CSE: CNTR

INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 13, 2022

PURPOSES OF SOLICITATION

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF CENTR BRANDS CORP. (the “ Corporation ”) of proxies to be used at the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of the Corporation will be held at the head office of CENTR Brands Corp., Suite 100, 2318 Oak Street, Vancouver, British Columbia, V6H 4J1, on Tuesday, December 13, 2022 at 9:30 a.m. (PST), and at any adjournment or postponement thereof, for the purposes set out in the enclosed notice of meeting (the “ Notice of Meeting ”). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this management information circular (the “ Circular ”), the form of proxy for the meeting, the annual financial statements of the Corporation for the financial year ended May 31, 2022 and related management’s discussion and analysis, where applicable, and other meeting materials (collectively the “ Meeting Materials ”) to the beneficial owners of the Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the Shareholders in favour of the matters set forth in the Notice of Meeting.

NOTICE-AND-ACCESS

The Corporation has decided to use the notice-and-access (“ Notice-and-Access ”) rules provided under NI 54-101 for the delivery of the Meeting Materials to holders of Common Shares who appear on the records maintained by the Corporation’s registrar and transfer agent as registered holders of Common Shares (“ Registered Shareholders ”) and beneficial owners of Shares (the “ Non-Registered Holders ”) for the Meeting. The Notice-and-Access method of delivery of Meeting Materials allows the Corporation to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Canadian Securities Administrators under NI 54-101.

Registered Shareholders will receive a form of proxy and Non-Registered Holders will receive a voting instruction form, in each case enabling them to vote at the Meeting. However, instead of a paper copy of the Meeting Materials, Shareholders will receive only a notice with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. Materials can be viewed online under the Corporation’s profile on SEDAR at www.sedar.com or on the website of TSX Trust Company (the “ Transfer Agent ”), the Corporation’s transfer agent and registrar, at https://docs.tsxtrust.com/2140. The Meeting Materials will remain posted on the Transfer Agent’s website at least until the date that is one year after the date the Meeting Materials were posted. The Corporation will not be adopting stratification procedures in relation to the use of Notice-and-Access rules.

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Transfer Agent’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call the Corporation’s transfer agent and registrar, TSX Trust

Company, toll free at 1-866-600-5869. Any requests for material received before the meeting date should be fulfilled within three business days.

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the Shareholder’s behalf in accordance with the instructions given by the Shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation . A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM(S) OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Transfer Agent not later than 9:30 a.m. (PST) on Friday, December 9, 2022 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the applicable form of proxy is to be used. In addition, you are required to register your appointment. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

	By Mail or Hand Delivery:	TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1
	Facsimile:	416-595-9593
	By Internet:	Go towww.voteproxyonline.comand enter the 12 digit control number (located on the form of proxy accompanying this Circular)

A Registered Shareholder attending the Meeting has the right to vote in person and, if he, she or it does so, his, her or its form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof. Registered Shareholders will not be able to vote through the teleconference call and we encourage shareholders to vote their Common Shares prior to the Meeting by any of the means described in the Circular.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his, her or its attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by electronic means, a revocation signed, subject to the Business Corporations Act (British Columbia), by electronic signature, to: (i) the head office of the Corporation, located at Suite 100, 2318 Oak Street, Vancouver, British Columbia, V6H 4J1, or at [email protected], at any time prior to 9:30 a.m. (PST) on the last business day preceding the day of the Meeting or any adjournment thereof; (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (iii) in any other manner permitted by law.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the

Meeting. Common Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an “ Intermediary ”) with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a “ Clearing Agency ”) of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of the securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Corporation or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Shares on your behalf.

The Corporation's OBOs can expect to be contacted by their Intermediary.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each NonRegistered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

A. Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a “ VIF ”). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder's behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

OR

B . Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote

on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should: (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the NonRegistered Holder's or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to Shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered Shareholders as maintained by the Transfer Agent, unless specifically stated otherwise.

Attendance at the Hybrid Meeting

The Corporation is offering this as a hybrid meeting. While Registered Shareholders or the persons they appoint as their proxies may attend the Meeting in person, we encourage Shareholders to attend the Meeting virtually in order to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders related to COVID-19. Please plan to connect to the teleconference at least 15 minutes before the Meeting using the following toll free number: +1 866-679-9995, access code: 265 201 693#. Shareholders are also invited to submit questions in advance of the Meeting, and we will do our best to address during the management portion of the presentation, following the formal business of the Meeting. Questions can be submitted to [email protected]. Please put “AGM Shareholder Question” in the subject line of any such email. To ensure a question receives its proper consideration, please submit all questions by December 12, 2022. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Registered Shareholders or the persons they appoint as their proxies may be asked to provide valid government-issued photo identification, such as a driver’s license or passport, and, if applicable, a properly completed form of proxy in order to gain admission to the Meeting. Registered Shareholders will not be able to vote through the teleconference call and we encourage shareholders to vote their Common Shares prior to the Meeting by any of the means described in the Circular.

VOTING OF PROXIES

The holders of Common Shares will be entitled to one vote in respect of each Common Share held. All Common Shares represented at the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the accompanying form of proxy, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such instruction, the persons whose names appear on the printed form of proxy will vote in favour of all the matters set out thereon.

The enclosed form of proxy confers discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the Notice of Meeting properly comes before the Meeting, then discretionary authority is conferred upon the person appointed in the proxy to vote in the manner they see fit, in accordance with their best judgment.

At the time of the printing of this Circular, the management of the Corporation knew of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of the Corporation, no director or executive officer of the Corporation, any proposed nominee for election as director of the Corporation, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

STRUCTURE OF THE CORPORATION

The Corporation’s principal Canadian subsidiary is CBD Lifestyle Corp. (“ CBDL ”), in which the Corporation acquired its interest pursuant to a share purchase transaction (the “ Transaction ”) completed on April 1, 2019 pursuant to a share purchase agreement dated as of January 2, 2019 between River Wild Exploration Inc. (the name of the Corporation prior to completion of the Transaction), CBDL and the shareholders of CBDL. Upon completion of the Transaction, the Corporation became the owner of all the issued and outstanding shares of CBDL. Shortly after completion of the Transaction, the Corporation incorporated a wholly-owned U.S. subsidiary known as CENTR Brands USA LLC (“ CENTR USA ”) to further its business in the United States.

The Transaction constituted a “change of business” pursuant to the policies of the Canadian Securities Exchange (the “ CSE ”). Following completion of the Transaction, the Corporation changed its name to “CENTR Brands Corp.”, and reconstituted its board of directors to consist of Joseph Meehan, Paul Meehan (board chair), Arjan Chima and Anton Drescher. Joseph Meehan was appointed as Chief Executive Officer of the Corporation, and Arjan Chima was appointed as Chief Financial Officer and Corporate Secretary of the Corporation. The Transaction is described in the Listing Statement of the Corporation dated April 1, 2019, and filed on SEDAR at www.sedar.com under the Corporation’s profile. On January 23, 2020, Paul Meehan resigned as a director (and board chair) of the Corporation with Joseph Meehan assuming the board chair position. On January 21, 2020, Arjan Chima was appointed as President of the Corporation, on March 16, 2020, David Young was appointed as a director of the Corporation, on December 8, 2020, R. Campbell Becher was appointed as a director of the Corporation, and on June 7, 2021 Arjan Chima resigned as Chief Financial Officer of the Corporation while David Young was appointed as Chief Financial Officer of the Corporation. At the Company’s Annual General Meeting on December 9, 2021, shareholders approved the election of Joseph Elmlinger onto the Company’s Board of Directors. On June 10, 2022, Joseph Meehan relinquished his role as Chief Executive Officer and was replaced by Arjan Chima, who simultaneously relinquished his role as President. Concurrently, David Young was appointed President of the Corporation.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors of the Corporation (the “ Board ”) fixed Thursday, November 3, 2022 as the record date for the Meeting. Shareholders at the close of business on this date are entitled to receive notice of the Meeting and to vote thereat or at any adjournments or postponements thereof.

The authorized capital of the Corporation consists of an unlimited number of Common Shares. As of the date hereof, the Corporation had 96,856,894 Common Shares outstanding, each of which carries the right to one vote in respect of each of the matters properly coming before the Meeting.

As of the date hereof, to the knowledge of the directors and executive officers of the Corporation, except as set out below, no person or company beneficially owns, or controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to any class of Shares of the Corporation.

Name, Jurisdiction of Residence	Number of Common Shares (1)(2)	Method of Ownership	Percentage of Class(1)(2)
Paul Meehan (Vancouver, BC)	15,140,883	Record and Beneficially	15.63%
David Lyall (Vancouver, BC)	10,273,438	Record and Beneficially	10.61%

Notes:

(1) Based on information provided on the System for Disclosure by Insiders (SEDI) and on information filed by third parties on the System for Electronic Document Analysis and Retrieval (SEDAR).
(2) On an issued and undiluted basis, not giving effect to the conversion or exercise of securities convertible, redeemable or exchangeable into Common Share held by such person, as applicable.

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Financial Statements

The audited consolidated financial statements of the Corporation for the year ended May 31, 2022, together with the report of the auditors thereon, will be placed before at the Meeting.

2. Number of Directors

The number of directors of the Corporation is proposed to be set at five.

3. Election of Directors

The Board manages, or supervises the management, of the business and affairs of the Corporation. The members of the Board are elected annually, on an individual basis, at each annual general meeting of Shareholders.

In accordance with the Business Corporations Act (British Columbia) and the articles of the Corporation, the directors are authorized from time to time to fix the number of directors, between a minimum of one and a maximum of ten persons, without the prior consent of shareholders. At the Meeting, the number of directors proposed for election will be five, as listed below, five of whom are currently directors of the Corporation. Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected. The table below sets forth certain information regarding the nominees proposed for election as directors at the Meeting, their respective positions with the Corporation, principal occupations or employment during the last five years, the dates on which they became directors of the Corporation and the approximate number of Common Shares beneficially owned by them, directly or indirectly, or over which control or direction is exercised by them as of the date hereof.

The enclosed form of proxy allows the Shareholders to direct proxyholders to vote individually for each of the nominees as a director of the Corporation. Unless instructions are given to withhold from voting with regard to the election of directors, the persons whose names appear on the enclosed form of proxy will vote in favour of the election of each of the five nominees whose names are listed below.

Management of the Corporation does not foresee that any of the nominees listed below will be unable or, for any reason, unwilling to perform his or her duties as a director. In the event that the foregoing occurs

for any reason, prior to the election, the persons indicated on the enclosed form(s) of proxy reserve the right to vote for another candidate of their choice unless otherwise instructed by the Shareholder in the form(s) of proxy to abstain from voting on the election of directors.

Each director elected at the Meeting will hold office until the next annual general meeting or until his or her successor is duly elected or appointed.

Name, Municipality of Residence and Title(1)	Principal Occupation for the Past Five (5) Years(1)	Director of the Corporation Since	Number of Common Shares Beneficially Owned, Directly or Indirectly, Controlled or Directed
Arjan Chima Director & Chief Executive Officer West Vancouver, BC	Chief Executive Officer, CENTR Brands Corp. Managing Director, Meehan Ideas Inc.	April 1, 2019	3,196,893 Common Shares
David T. Young Director, President & Chief Financial Officer Naples, FL	President & Chief Financial Officer, CENTR Brands Corp. Principal, The Carlyle Group, New York, NY Principal, Talara Capital, Houston TX	March 16, 2020	149,300 Common Shares
Anton Drescher(2) (3) Director Vancouver, BC	Chartered Professional Accountant, Certified Management Accountant, President, Harbour Pacific Capital Corp. (private management company) President, Westpoint Management Consultants Limited (private management company)	May 5, 2014	2,755,000 Common Shares
R. Campbell Becher(2) (3) Director Caledon, ON	President, Becher Family Holdings Managing Director, Haywood Securities Inc	December 8, 2020	1,935,816 Common Shares
Joseph P. Elmlinger(2) (3) Director Greenwich, CT	Head of Client Solutions, Lake Hill Capital Head of Sales (Equities & Derivatives) Société Générale	December 9, 2021	-

Notes:

(1) The information as to municipality of residence, principal occupation and number of Common Shares owned or controlled is not within the knowledge of management of the Corporation and has been furnished by the respective nominees individually.

(2) Member of the Audit Committee.

(3) Member of Compensation Committee.

There are no contracts, arrangements or understandings between any nominee and any other person (other than the directors and officers of the Corporation acting solely in such capacity) pursuant to which the nominee has been or is to be elected as a director.

As at the date hereof, the directors of the Corporation, as a group, beneficially own, or control or direct, directly or indirectly, Common Shares representing approximately 8.3% of all outstanding voting securities of the Corporation, before giving effect to the exercise of options and other convertible securities of the Corporation held by such directors. The statement as to the number of securities beneficially owned, or over which a director or executive officer exercises control or direction, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the directors and executive officers.

The following are brief biographies of each of the nominees:

Arjan Chima (Age - 40) – CEO and Director – Mr. Chima is the Chief Executive Officer of the Corporation. He is also the Managing Director of Meehan Ideas Inc. an independent branding and design agency based in Vancouver, British Columbia. Prior to this he was a senior commercial banker at CIBC. Mr. Chima has an M.B.A. from the University of Manchester.

David T. Young (Age - 42) – President, CFO and Director – Mr. Young is the President and Chief Financial Officer of the Corporation. Prior to this, he was a Principal with The Carlyle Group, one of the world’s preeminent investments firms. He has been a respected investor, adviser, and board member for companies across many sectors for over 20 years. He has served as an activist investor in both healthy and distressed businesses and has been a partner of a private equity firm focused on the energy industry. As an investor, Mr. Young has played key roles in both the formation of new companies as well as the stewardship and turn-around of existing businesses across a broad range of industries. Mr. Young is a graduate from the University of Virginia McIntire School of Commerce, where he graduated with honours.

Anton J. Drescher (Age - 65) – Director – Mr. Drescher has been a Chartered Professional Accountant and Certified Management Accountant since 1981. He is currently involved with several public companies, including as: a director (since 1991) of International Tower Hill Mines Ltd., a public mining company listed on the TSX and the NYSE-MKT; a director (since 2010) of Corvus Gold Inc., a public mining company listed on the TSX and the NASDAQ; a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc., a public mineral exploration company listed on the TSXV; a director (since 2007) and Chief Financial Officer of Oculus VisionTech Inc., a public company involved in data security listed on the TSXV and the OTC Bulletin Board; a director (since 2020) of ZEB Nickel Corp. (previously Blue Rhino Corp.), a public company listed on the TSXV. Mr. Drescher is also the President (since 1979) of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting for business reorganizations, and the President (since 1998) of Harbour Pacific Capital Corp., a private company involved in regulatory filings for businesses in Canada.

R. Campbell Becher (Age - 50) - Chairman, Director - Mr. Becher works as investment professional with family offices. Prior to this, he was a Managing Director of Haywood Securities Inc. from 2016 to 2020, focused on Special Situations. He has been actively involved in the investment industry since 1993. Mr. Becher spent eight years in retail at RBC Dominion and BMO Nesbitt Burns before pursuing merchant banking for six years with Bearbeech Capital and Becher McMahon. From 2008-2014, he served as President & CEO of Byron Capital Markets Ltd., an investment bank headquartered in Toronto with offices in Montreal and Vancouver.

Joseph P. Elmlinger (Age - 59) - Director - Mr. Elmlinger is Head of Client Solutions at Lake Hill Capital, an asset management firm that provides options and futures-based solutions to investors in search of yield, hedging, or absolute return. For over thirty years, Mr. Elmlinger has been a pioneer in derivatives sales and is recognized as a leader in equity derivatives, structured products, and customized financial engineering for clients. Previously Mr. Elmlinger was Head of Sales for Equities & Derivatives at Société Générale. Mr. Elmlinger spent the majority of his career at Citigroup and its predecessor, Salomon Brothers, as Global Head of Equity Derivatives. He has also held senior roles at Bankers Trust Company, Merrill Lynch, the Board of Directors of ISDA and The Options Clearing Corporation. He has a B.A. from the University of Vermont and an M.B.A. from Stanford University.

Majority Voting for Election of Directors

The Board has adopted a “majority voting” policy (the “ Majority Voting Policy ”). Pursuant to the Majority Voting Policy, at meetings of Shareholders at which directors are to be elected, Shareholders will vote in favour of, or withhold from voting for, each nominee separately. If, with respect to any particular nominee, the number of votes withheld exceeds the votes cast in favour of the nominee, then pursuant to the Majority Voting Policy the nominee shall be considered not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. An individual who is considered under the Majority Voting Policy not to have the support or confidence of the Shareholders is expected forthwith to submit his or her resignation from the Board. Upon receiving such resignation, the Board will determine whether or not to accept the resignation.

In making such determination, the Board shall consider such factors as the Board considers relevant. The Board is expected to accept the resignation offer except in situations where exceptional circumstances would warrant the director continuing to serve on the Board. A director who has tendered a resignation pursuant to this policy will not participate in any deliberations of the Board with respect to his or her resignation. The resignation will be effective when accepted by the Board. Within 90 days of receiving a

director’s resignation, the Board will make a decision and issue a press release either announcing the resignation of the director or explaining why it has not been accepted.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation, or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

is, as of the date of this Circular, or has been within the 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company, including the Corporation, that:
(a) was subject to a cease trade order, a 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 30 consecutive days; or,
(b) was subject to a cease trade order, a 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 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or,
(c) within one 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 become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
has, within the 10 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 the director.

Except as described below, to the knowledge of the Corporation, no director or executive officer of the Corporation, or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to:

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

On March 10, 2010, the TSX Venture Exchange (the “ TSXV ”) rendered a decision with respect to a review concerning certain unauthorized loans by Xiana Mining Inc. (formerly, “Dorato Resources Inc.”) (“ Xiana ”) to Trevali Mining Corporation. As part of its decision, the TSXV required Mr. Drescher (who was a director of Xiana at the relevant time) to seek prior written approval from the TSXV should he propose to be involved with any other TSXV listed issuer as a director and/or officer. On May 14, 2010, the Toronto Stock Exchange (the “ TSX ”), upon review of the TSXV’s decision, required Mr. Drescher to seek approval from the TSX should he propose to be involved with any other TSX listed issuers as a director and/or officer. In addition, the TSX required Mr. Drescher to inform the TSX of any future actions commenced against him by any regulatory entity. Subsequently, Mr. Drescher applied to the TSX for reconsideration of the abovementioned restrictions and, on May 1, 2013, the TSX agreed to remove all such restrictions.

On May 3, 2021, Xiana applied for and was granted a management cease trade order (" MCTO ") for Xiana’s failure to file audited financial statements, MD&A and certifications of annual filings for the financial year ended December 21, 2020. The required financial statements, MD&A and certifications have not yet been filed and in accordance with National Policy 12-203 Management Cease Trade Orders, the MCTO will

remain in place until the annual filings are filed. Subsequently, the British Columbia Securities Commission issued a Cease Trade Order on August 3, 2021, which will remain in effect until the annual and interim filings are filed.

On June 10, 2014, the Investment Industry Regulatory Organization of Canada (“ IIROC ”) rendered a decision accepting a settlement agreement, with sanctions, in respect of a failure of: (i) Mr. Becher to adequately supervise the activities of a research analyst during his time as a supervisor and head of investment banking at Byron Capital, contrary to IIROC Dealer Member Rule 38.1; and (ii) Byron Capital to ensure that adequate disclosure was made in various research reports published by the firm. Under the settlement agreement, each of Mr. Becher and Byron Capital were subject to a fine of CDN$24,000 (plus costs of CDN$1,000).

4. Appointment of Auditors

KPMG LLP (“ KPMG ”) is the current auditor of the Corporation and was first appointed by the Board on May 14, 2019 following completion of the Transaction. At the Meeting, Shareholders will be requested to reappoint KPMG as auditor of the Corporation to hold office until the next annual general meeting of Shareholders or until a successor is appointed, and to authorize the Board to fix the auditor’s remuneration. In order for the resolution to be passed, approval by the majority of the votes attached to the Shares represented at the Meeting is required.

Absent contrary instructions, proxies given pursuant to this solicitation by the management of the Corporation will be voted “FOR” the appointment of KPMG as the auditor of the Corporation to hold office until the next annual general meeting of Shareholders or until a successor is appointed and the authorization of the directors to fix the remuneration of the auditor .

The following table sets forth, by category, the fees for all services rendered by the Corporation’s current auditor, KPMG, for the financial years ended May 31, 2021 and May 31, 2022 (including estimates).

	May 31, 2021 (CDN$)	May 31, 2022 (CDN$)
AuditFees	$133,750	$160,000
AuditRelatedFees	Nil	Nil
Tax Fees	$12,000	$17,000
AllOther Fees	$16,270(1)	$93,000(2)

Notes:

(1) Other fees paid to KPMG for the financial year ended May 31, 2021 include fees related to advice on payroll taxable benefits, compensation planning and RSU-related payroll taxes.

(2) Other fees paid to KPMG for the financial year ended May 31, 2022 include fees related to the review of the fiscal quarter ended August 31, 2021 and the preliminary base shelf prospectus filing.

5. Approval of the Equity Incentive Plan

Introduction

The Equity Incentive Plan attached as Appendix “A” hereto (the “ New Plan ”) was approved by the Board on November 8, 2022 to replace (i) the Corporation’s existing stock option plan, approved by Shareholders in connection with the Transaction on December 21, 2018 (the “ Existing Option Plan ”), and (ii) the Corporation’s existing RSU Plan, approved by the Board on October 3, 2019 and approved by the Shareholders of the Corporation at the annual general and special meeting held on November 26, 2019 (the “ Existing RSU Plan ”, and together with the Existing Option Plan, the “ Existing Plans ”). Under the terms of the New Plan, the Board may grant Deferred Share Units (“ DSUs ”), Restricted Share Units (“ RSUs ”), Stock Options (“ Options ”), Performance Share Units (“ PSUs ”) or Share Appreciation Rights (“ SARs ”, together with the DSUs, RSUs, Options and PSUs, the “ Awards ”) to “eligible participants”. Eligible participants include any director, employee, officer, or consultant of: (a) the Corporation; or (b) any Subsidiary (as such term is defined in the Securities Act (British Columbia) of the Corporation (“ Eligible Participants ”).

The New Plan is subject to the approval of Shareholders. If the New Plan is implemented, the Existing Plans will be replaced in their entirety with the New Plan, and all existing restricted share units granted under the Existing RSU Plan (the “ Existing RSUs ”) and all existing stock options granted under the Existing Option Plan (the “ Existing Options ”) shall be governed by the terms and conditions of the New Plan and such Existing RSUs and Existing Options will no longer be subject to the terms of the Existing Plans, as applicable.

The New Plan

The following information is intended as a brief description of the New Plan, and is qualified in its entirety by reference to the New Plan itself, which is attached as Appendix “A” to this Circular.

The purpose of the New Plan is to permit the Corporation to grant Awards as an incentive and reward for Eligible Participants related to the achievement of long-term financial and strategic objectives of the Corporation and the resulting increases in shareholder value. The New Plan is intended to promote a greater alignment of interests between the shareholders of the Corporation and the selected Eligible Participants by providing an incentive to the Eligible Participants to participate in increases in the value of the Corporation through their interest in Common Share ownership.

The New Plan is under the discretion of the Board. The Corporate Governance and Compensation Committee of the Board (the “ Compensation Committee ”) makes recommendations to the Board in relation to the New Plan and to the grants of Awards. The Board shall from time to time determine the type and grants of Awards in its sole discretion. The New Plan is drafted to provide the greatest amount of discretion to the Board as to the types of Awards it wishes to grant; the Board will not be obligated to utilize all or any of the types of Awards contemplated by the New Plan nor will the Board be obligated to grant to any Eligible Participant a particular type of Award. The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the New Plan, subject to any applicable rules of the CSE.

Participation in the New Plan is voluntary and, if an Eligible Participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant (each such Eligible Participant that is granted an Award shall be referred to herein as a “ Participant ”). The interest of any Participant in any Award is not assignable or transferable.

The aggregate number of Common Shares available for grant and issuance from treasury pursuant to Awards under the New Plan may not exceed 10% of the aggregate number of issued Common Shares. The New Plan will be considered an “evergreen plan”, since the Common Shares covered by grants which have been exercised, settled, expired, cancelled or forfeited shall be available for subsequent grants under the New Plan and the number of Common Shares available to grant increases as the number of issued and outstanding Common Shares increases. Every three years after the effective date of the New Plan, all unallocated Awards under the New Plan shall be submitted for approval to the Board and the Shareholders. No more than one percent (1%) of the total issued and outstanding Common Shares (on a non-diluted basis) from time to time, shall be reserved and available for grant and issuance pursuant to Awards to directors of the Corporation, less the number of Common Shares reserved for issuance pursuant to awards under all other security based compensation agreements of the Corporation.

Subject to adjustment pursuant to provisions of the New Plan, the aggregate number of Common Shares (i) issued to reporting insiders of the Corporation (as defined in National Instrument 55-104 - Insider Reporting Requirements ) (“ Insiders ”) under the New Plan or any other proposed or established security based compensation arrangement of the Corporation within any one-year period and (ii) issuable to Insiders at any time under the New Plan or any other proposed or established security based compensation arrangement of the Corporation, shall in each case not exceed ten percent (10%) of the total issued and outstanding Common Shares (on a non-diluted basis).

For greater certainty, a Participant whose employment or engagement with the Corporation or a Subsidiary has ceased for any reason, or who has given notice of such cessation, as the case may be, shall cease to be eligible to receive Awards under the New Plan as of the date on which such person provides notice to

the Corporation or the Subsidiary, as the case may be, in writing or verbally, of such cessation, or on the date upon which such person ceases to be an Eligible Participant (the “ Termination Date ”) due to any cessation of such Participant’s employment or engagement initiated by the Corporation. Additionally, each Award (other than DSUs granted to directors) granted under the New Plan will be subject to the following conditions (each, a “ Termination Event ”):

Termination for Cause . Upon a Participant ceasing to be an Eligible Participant for “Cause”, all unexercised vested or unvested Awards granted to such Participant shall terminate as of the Termination Date.
Resignation . In the case of a Participant ceasing to be an Eligible Participant due to such Participant’s resignation, subject to any later expiration dates determined by the Board, all unexercised vested or unvested Awards granted to such Participant shall terminate on the Termination Date caused by of such resignation.
Termination or Cessation . In the case of a Participant ceasing to be an Eligible Participant for any reason (other than for “Cause”, resignation, death or after becoming disabled) the number of Awards that may vest is subject to pro ration over the applicable vesting period (ending on the Termination Date) and shall expire on the earlier of ninety (90) days after the Termination Date, or the expiry date of the Awards.
Death, Disability or Retirement . If a Participant dies while in their capacity as an Eligible Participant, ceases to be an Eligible Participant as a result of a disability or ceases to be an Eligible Participant as a result of their retirement, the number of Awards that may vest is subject to pro ration over the applicable vesting period (ending on the Termination Date) and shall expire on the earlier of one hundred eighty (180) days after the Participant’s Termination Date, or the expiry date of the Awards.

Options

Under the New Plan, the Corporation may grant share purchase options to an Eligible Participant, entitling such Eligible Participant to acquire, for each Option issued, one Common Share from treasury at the Option Price (as defined below).

Subject to the terms and conditions of New Plan, any applicable rules of the CSE and any shareholder or regulatory approval which may be required, the Board may, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the New Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Common Share to be payable upon the exercise of each such Option (the “ Option Price ”) and (iv) determine the relevant vesting provisions, including criteria established by the Board which, without limitation, may include criteria based on the Eligible Participant’s personal performance and the financial performance of the Corporation or of its Subsidiaries, and that may be used to determine the vesting of the Awards, when applicable (“ Performance Criteria ”), if applicable, and the expiry of the Options (the “ Option Term ”).

The Option Price for Common Shares that are the subject of any Option will be fixed by the Board when such Option is granted, but will not be less than the Market Value of such Common Shares on the trading day immediately preceding the date on which the Option is granted to the Eligible Participant. For the purposes of the New Plan, “ Market Value ” means, (A) if the Common Shares of the Corporation are listed on the CSE (or, if the Common Shares are not listed on the CSE, the stock exchange on which the Common Shares are principally listed from time to time, collectively referred to herein as the “ Exchange ”), (i) with respect to Options, at any date when the market value of Common Shares of the Corporation is to be determined, the greater of (x) the volume weighted average trading price of the Common Shares on the Exchange for the five trading days preceding the date on which the Market Value is to be determined, and (y) the closing price of the Common Shares on the trading day prior to the date of grant on the Exchange, and (ii) with respect to the RSUs, DSUs or PSUs (collectively referred to herein as the “ Units ”), the volume weighted average trading price of the Common Shares on the Exchange for the five trading days preceding the date on which the Market Value is to be determined, or, (B) if the Common Shares of the Corporation

are not listed on any Exchange, the value as is determined solely by the Board, acting reasonably and in good faith.

Subject to the a limited extension if an Option expires during a black-out period, Options may be exercised for a period of up to five years from the date upon which the Option is granted, provided that (i) the Options have then vested and met any applicable Performance Criteria, and (ii) no Termination Event has occurred in respect of the Participant that has shortened the Option Term. Subject to the foregoing, Options may be exercised by a Participant via the submission of an exercise notice, in the form attached to the grant agreement underlying the Option (the “ Exercise Notice ”). Pursuant to the Exercise Notice and subject to the approval of the Board, a Participant may choose to undertake a “cashless exercise” in order to facilitate the exercise of such Participant’s Options. The “cashless exercise” procedure may include a sale of such number of Common Shares as is necessary to raise an amount equal to the aggregate Option Price for all Options being exercised by that Participant under an Exercise Notice, plus any applicable taxes.

In addition, in lieu of exercising any vested Option in the manner described above, and subject to the terms of the New Plan, a Participant may, by surrendering an Option (“ Surrender ”) with a properly endorsed notice of Surrender to an officer of the Corporation, substantially in the form that may be approved by the Board from time to time (a “ Surrender Notice ”), elect to receive that number of Common Shares calculated using the following formula:

X = Y * (A-B) / A

Where:

X = the number of Common Shares to be issued to the Participant

Y = the number of Common Shares underlying the Options to be Surrendered

A = the Market Value of the Common Shares as at the date of the Surrender

B = the Option Price of such Options

DSUs

Under the New Plan, the Corporation may grant deferred share units to an Eligible Participant, entitling such Eligible Participant to receive payment based on the value of one Common Share once such Award has vested, subject to restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on such factors as may be determined by the Board from time to time, including the achievement of pre-established Performance Criteria.

Subject to the vesting and other conditions and provisions set forth in the New Plan and in any agreement relating to a grant of DSUs, when and if DSUs become payable, the Participant issued such DSUs shall be entitled to receive payment from the Corporation in settlement of such DSUs consisting of: (i) such number of Common Shares issued from treasury or purchased on the open market as is equal to the DSUs being settled; (ii) the cash equivalent of such number of Common Shares as is equal to the DSUs being settled; or (iii) a combination of Common Shares and cash as is equal to the DSUs being settled, all as determined by the Board in its sole discretion.

A Participant who ceases to be an Eligible Participant may request the settlement of all (but not less than all) of their DSUs at any time during the period between the date on which they cease to be an Eligible Participant and the business day preceding December 31 of the calendar year following the calendar year

during which the Termination Event that has caused such participant to cease to be an Eligible Participant has occurred, or such shorter period as may be determined by the Board at the time the DSU is granted (the “ DSU Expiry Date ”), in such manner as the Board may determine from time to time and in accordance with such rules and regulations as the Board may prescribe from time to time. Any DSU which has not been settled prior to the DSU Expiry Date shall be automatically settled on the DSU Expiry Date.

RSUs

Under the New Plan, the Corporation may grant restricted share units to an Eligible Participant, entitling such Eligible Participant to receive payment based on the value of one Common Share once such Award has vested, subject to restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on such factors as may be determined by the Board from time to time, including continued employment or engagement with the Corporation or a Subsidiary.

Unless otherwise set forth in the written letter agreement between the Corporation and a Participant evidencing the grant of RSUs (each, an “ RSU Agreement ”), each RSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant of such RSU.

Subject to the vesting and other conditions and provisions set forth in the New Plan and in any RSU Agreement, the Board shall determine whether each RSU awarded to a Participant will entitle the Participant to: (i) such number of Common Shares issued from treasury or purchased on the open market as is equal to the RSUs being settled; (ii) the cash equivalent of such number of Common Shares as is equal to the RSUs being settled; or (iii) a combination of Common Shares and cash as is equal to the RSUs being settled.

PSUs

Under the New Plan, the Corporation may grant performance share units to an Eligible Participant, entitling such Eligible Participant to receive payment based on the value of one Common Share once such Award has vested, subject to restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on such factors as may be determined by the Board from time to time, including continued employment or engagement with the Corporation or a Subsidiary and Performance Criteria.

Unless otherwise set forth in the written letter agreement between the Corporation and a Participant evidencing the grant of PSUs (each, a “ PSU Agreement ”), each PSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant of such PSU.

Subject to the vesting and other conditions and provisions set forth in the New Plan and in any PSU Agreement, the Board shall determine whether each PSU awarded to a Participant will entitle the Participant to: (i) such number of Common Shares issued from treasury or purchased on the open market as is equal to the PSUs being settled; (ii) the cash equivalent of such number of Common Shares as is equal to the PSUs being settled; or (iii) a combination of Common Shares and cash as is equal to the RSUs being settled.

SARs

Under the New Plan, the Corporation may grant SARs to an Eligible Participant. An SAR is an Award entitling the recipient to receive Common Shares having a value equal to the excess of the Market Value of the Common Shares on the date of exercise over the exercise price of the SAR, which price shall not be less than 100% of the Market Value of the Common Share on the date of grant multiplied by the number of Common Shares with respect to which the SAR shall have been exercised.

The SAR Price for Common Shares that are the subject of any Option will be fixed by the Board when such Option is granted, but will not be less than the Market Value of such Common Shares on the at the time of the grant.

Subject to the a limited extension if an SAR expires during a black-out period, SARs may be exercised for a period of up to five years from the date upon which the SAR is granted, provided that (i) the SARs have then vested and met any applicable Performance Criteria, and (ii) no Termination Event has occurred in respect of the Participant that has shortened the SAR Term. Subject to the foregoing, SARs may be exercised by a Participant via the submission of an Exercise Notice.

Adjustments

In the event of any subdivision, consolidation, reclassification, reorganization or other change affecting the Common Shares, the Corporation shall deliver to such Participant at the time of any subsequent exercise or vesting of such Award such number of Common Shares as such Participant would have held as a result of such subdivision, consolidation, reclassification or reorganization if on the record date of such event the Participant had been the registered holder of the number of Common Shares to which such Participant was previously entitled upon such exercise or vesting of such Award.

In the event of any merger, amalgamation or consolidation of the Corporation with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation, the “ Successor Corporation ”), a Participant holding an Award shall be entitled to receive upon the subsequent exercise or vesting of the Award, the aggregate number of shares of the appropriate class or other securities of the Corporation or the Successor Corporation (as the case may be) or other consideration from the Corporation or the Successor Corporation (as the case may be) that such Participant would have been entitled to receive as a result of such event, if on the record date of such event, such Participant had been the registered holder of the number of Common Shares to which such Participant was immediately previously entitled upon such exercise or vesting of such Award.

In the event of any distribution to all holders of Common Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets of the Corporation (excluding ordinary course dividends), the Board in its sole discretion, subject to the required approval of the Exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change.

Amendments

Under the New Plan, the Board may, from time to time, in its discretion and without approval of the Participants, make amendments to the New Plan or any Award granted thereunder, provided that such amendment shall: (a) not adversely alter or impair any Award previously granted except as permitted by

the provisions of the New Plan; (b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Exchange; and (c) be subject to Shareholder approval, where required by law, the requirements of the Exchange or the provisions of the New Plan, provided that shareholder approval shall not be required for certain amendments enumerated in the New Plan. The Board shall be required to obtain Shareholder approval to make the following amendments: (a) any reduction in the exercise price of an Option held by an Insider; (b) any amendment which extends the expiry date of any Award held by an Insider, or the restriction period of any Units held by an Insider beyond the original expiry date, except in case of an extension due to a black-out period; (c) any amendment removing or exceeding the Insider participation limit; (d) any amendment to remove or exceed the Eligible Director participation limit; (e) any change to the maximum number of Common Shares issuable from treasury under the New Plan, except as provided in the New Plan; or (f) any amendment to the amendment provisions of the New Plan, provided that (i) Common Shares held directly or indirectly by Insiders benefiting from the amendments outlined in (a), (b) and (c) above shall be excluded when obtaining such Shareholder approval; and (ii) Common Shares held directly or indirectly by Insiders where the amendment will disproportionately benefit such Insiders over other Award holders shall be excluded when obtaining such Shareholder approval.

Change of Control

In the event of and in connection with a transaction that would constitute a change of control, subject to the approval of the Exchange (or any Award grant agreement to the contrary), if required, the Board shall have the right, in its discretion, to deal with any or all Award (or any portion thereof) issued under the New Plan in the manner it deems fair and reasonable in the circumstances of such change of control. Without limiting the generality of the foregoing, in connection with a change in control, the Board will have the right in its sole discretion to: (a) determine that the Awards, in whole or in part and whether vested or unvested, shall remain in full force and effect in accordance with their terms after the change of control; (b) provide for the conversion or exchange of any or all Awards (or any portion thereof, whether vested or unvested) into or for options, rights, units or other securities in any entity participating in or resulting from a change of control; (c) cancel any unvested Awards (or any portions thereof) without payment of any kind to any Participant; (d) accelerate the vesting of outstanding Awards; (e) provide for outstanding Awards to be purchased; (f) accelerate the date by which any or all Awards or any portion thereof, whether vested or unvested, must be exercised either in whole or in part; (g) deem any or all Awards or any portion thereof, whether vested or unvested to have been exercised in whole or in part, tender, on behalf of the Participant, the underlying Common Shares that would have been issued pursuant to the exercise of such Awards to any third party purchaser in connection with the change of control, and pay to the Participant on behalf of such third party purchaser an amount per underlying Common Share equal to the positive difference between the Change of Control price of the Common Shares and the applicable exercise price; or (h) take such other actions, and combinations of the foregoing actions or any other actions permitted under the New Plan as it deems fair and reasonable under the circumstances.

Resolution

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following ordinary resolution (the “ New Plan Resolution ”).

“ BE IT RESOLVED THAT :

The equity incentive compensation plan of the Corporation, substantially in the form attached as Appendix “A” to the management information circular of the Corporation dated November 8, 2022 (the “ New Plan ”), be and is hereby approved;
The maximum number of common shares in the capital of the Corporation (“ Common Shares ”) which may be issued under the New Plan shall be equal to ten percent (10%) of the then issued and outstanding Common Shares from time to time, less the number of Common Shares reserved for issuance under any other security-based compensation arrangements of the Corporation from time to time and the Corporation is authorized to set-aside, allot and reserve for issuance such

number of Common Shares as may be required to be issued pursuant to the exercise of awards granted under the New Plan;

Subject to the effectiveness of the New Plan, the existing stock option plan of the Corporation dated effective as of December 21, 2018 (the “ Existing Option Plan ”) and the existing restricted share unit plan of the Corporation dated effective as of November 26, 2019 (the “ Existing RSU Plan ”) shall be replaced in their entirety by the New Plan and all outstanding stock options of the Corporation and restricted share units of the Corporation granted under the Existing Option Plan and the Existing RSU Plan, as applicable, shall be amended such that they are governed by the terms of the New Plan and no longer governed by the terms of the Existing Option Plan or the Existing RSU Plan, as applicable and no further stock options or restricted share units of the Corporation shall be issued under the Existing Option Plan or the Existing RSU Plan, respectively;
The form of the New Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities, including any stock exchange, without requiring further approval of the shareholders of the Corporation; and
Any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution.”

The Board recommends that shareholders vote FOR the New Plan Resolution. Absent contrary instructions, proxies given pursuant to this solicitation by the management of the Corporation will be voted “FOR” the New Plan Resolution.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The information contained under the heading “ Compensation Discussion and Analysis ” relates to the Corporation’s current compensation program, following completion of the Transaction on April 1, 2019.

The purpose of this Compensation Discussion and Analysis is to describe and explain all significant elements of compensation awarded to, earned by, paid to, or payable to the Corporation’s “Named Executive Officers” for the Corporation’s fiscal year ended May 31, 2022, including: the Corporation’s philosophy, objectives and processes regarding their compensation; the elements of their compensation; and how the Corporation determines their compensation.

The Corporation’s “Named Executive Officers” during the fiscal year ended May 31, 2022 consisted of the Chief Executive Officer, the President and the Chief Financial Officer and each of the three most highly compensated executive officers of the Corporation other than the Chief Executive Officer and Chief Financial Officer, whose total compensation (on an annualized basis) was, individually, more than CDN$150,000 (each a “ Named Executive Officer ” and collectively, the “ Named Executive Officers ”). For the fiscal year ended May 31, 2022, the Corporation’s Named Executive Officers are: (i) Joseph Meehan, the Corporation’s former Chief Executive Officer; (ii) Arjan Chima, the Corporation’s former President and current Chief Executive Officer; and (iii) David T. Young, the Corporation’s President and Chief Financial Officer.

Compensation Philosophy and Objectives

The Corporation’s executive compensation program will be designed to provide short and long-term cash and equity incentives based on the achievement of the Corporation’s goals. The objectives of the Corporation with respect to compensation of executive officers are to provide compensation levels necessary to attract and retain high quality executives, and to motivate key executives to contribute to the interests of the Corporation. These objectives are to be met by the principal components of the

Corporation’s executive compensation program, which has been focused on a combination of base compensation, cash bonus remuneration and long-term incentives in the form of equity-based compensation.

The executive compensation program adopted by the Corporation and applied to its executive officers will be designed to attract and retain individuals of a high caliber and motivate their performance to achieve the Corporation’s strategic objectives. The executive compensation program design will attempt to ensure that the compensation of the senior executive officers provides a competitive base compensation package and a strong link between corporate performance and compensation. Senior executive officers will be motivated through the program to enhance long-term shareholder value and rewarded for their individual contribution in the context of overall annual corporate performance.

Compensation Governance

A Compensation Committee has been established to assist the Board in monitoring, reviewing and approving compensation policies and practices of the Corporation and administering the Corporation’s share compensation plans. The Board has adopted a written charter for the Compensation Committee that establishes, among other things, the Compensation Committee’s purpose and its responsibilities with respect to executive compensation.

The independent directors of the Corporation are expected to review and make recommendations to the Compensation Committee each year with respect to the executive compensation arrangements and employment agreements for the Named Executive Officers. For other non-executive employees, the decisions regarding compensation arrangements and employment agreements will be made by the Chief Executive Officer. The Board considers industry standards and the financial situation of the Corporation when determining executive compensation.

Compensation Components

The executive compensation program during the fiscal year ended May 31, 2022 consisted of two principal components: (i) base salaries; and (ii) equity-based compensation.

Base Salaries

Base salaries are intended to provide an appropriate level of fixed compensation that will assist in employee retention and recruitment. Base salaries will be determined on an individual basis, taking into consideration the past, current and potential contribution to the Corporation’s success, the position and responsibilities of the Named Executive Officers.

Benchmarking

The philosophy of the Corporation is to pay the Named Executive Officers of the Corporation a total compensation amount that is competitive with other similar sized companies, although no specific benchmarks have been used.

Annual Incentive Compensation and Benefits

Annual bonuses are awarded based on qualitative and quantitative performance standards and will reward performance of each Named Executive Officer individually. The determination of a Named Executive Officer’s performance may vary from year to year depending on economic conditions and conditions in the industry in which the Corporation operates and may be based on measures such as revenue and other operational targets to be determined as the Corporation expands its sales footprint in the U.S. and internationally, metrics the Compensation Committee and management believe to provide proper incentives for achieving long-term shareholder value for the Corporation at this time. The Compensation Committee and the Board of Directors retain full discretion over performance evaluation and the amount of any bonuses to be paid to Named Executive Officers.

Equity-Based Compensation

The long-term component of compensation for executive officers, including the Named Executive Officers, will be based on stock options, restricted share units and/or similar equity-based compensation. If the New Plan Resolution is passed, the long-term component of compensation for executive officers, including the Named Executive Officers, will be based on Options, RSUs, DSUs, PSU, SARs and/or similar equity-based compensation. This component of compensation is intended to reinforce management’s commitment to long term improvements in the Corporation’s performance.

The Board believes that incentive compensation in the form of stock option grants which vest over time is beneficial and necessary to attract and retain both senior executives and managerial talent at other levels. Furthermore, the Board believes stock option grants are an effective long-term incentive vehicle because they are directly tied to share price over a longer period, up to 10 years, and motivate executives to deliver sustained long term performance and increase shareholder value and have a time horizon that aligns with long-term corporate goals.

Prior to the completion of the Transaction, the Corporation adopted the Existing Option Plan. Pursuant to the Existing Option Plan, the Corporation may grant equity-based compensation in the form of Options to eligible participants, as more fully described below. There are 200,000 Options outstanding that were granted under the Existing Option Plan outstanding.

The purpose of the Existing Option Plan is to enable the Corporation and certain of its subsidiaries to obtain and retain services of the eligible participants, which is essential to the Corporation’s long-term success. The granting of Options under the Existing Option Plan is intended to promote the long-term financial interests and growth of the Corporation and its subsidiaries by attracting and retaining management and other personnel and key service providers with the training, experience and ability to enable them to make a substantial contribution to the success of the Corporation’s business. Moreover, the Existing Option Plan aims to align the interests of eligible participants with those of the Shareholders of the Corporation through opportunities for increased equity-based ownership in the Corporation. For additional details on the Existing Option Plan, see “ Security-Based Compensation Plans ”.

The Existing RSU Plan was approved by the Board on October 4, 2019 and was approved by the Shareholders of the Corporation at the annual general and special meeting held on November 26, 2019. There are currently 1,190,000 RSUs outstanding that were granted under the Existing RSU Plan. Under the terms of the Existing RSU Plan, the Board may grant RSUs to “eligible participants”. Eligible participants include any director, employee, officer, or consultant of: (a) the Corporation; or (b) any related entity of the Corporation.

The purpose of the Existing RSU Plan is to allow for certain discretionary bonuses and similar awards as an incentive and reward for eligible participants related to the achievement of long-term financial and strategic objectives of the Corporation and the resulting increases in shareholder value. The Existing RSU Plan is intended to promote a greater alignment of interests between the Shareholders of the Corporation and the selected eligible participants by providing an opportunity to participate in increases in the value of the Corporation. Participation in the Existing RSU Plan is voluntary and, if an eligible participant agrees to participate, the grant of RSUs will be evidenced by a grant agreement with each such participant. The interest of any eligible participant in any RSU is not assignable or transferable. The aggregate number of Common Shares available for issuance from treasury under the Existing RSU Plan is currently 9,685,689 Common Shares, provided that the aggregate number of shares available for issuance under the Existing RSU Plan together with all of the Corporation’s other share compensation arrangements may not exceed 10% of the aggregate number of issued Common Shares.

If the New Plan Resolution is passed, the Existing Option Plan and the Existing RSU Plan will be replaced by the New Plan. For additional details on the New Plan, see “ Business to be Transacted at the Meeting - Approval of the Equity Incentive Plan ”.

Restrictions on Hedging

The Corporation’s Insider Trading and Reporting Policy prohibits the Corporation’s officers (including the Named Executive Officers), directors and employees from buying or selling financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Corporation granted as compensation or held, directly or indirectly, by such individuals.

Summary Compensation Table

The following table sets out the compensation for the Corporation’s Named Executive Officers for the years ended May 31, 2022, May 31, 2021 and May 31, 2020:

					Non-Equity Incentive	Non-Equity Incentive
					Plan Compensation			All
Name and			Share- Based	Option-	(US$)		Pension	Other	Total
Principal	Fiscal	Salary	Awards	Based	Annual	Long-Term	Value	Compen	Compens
Position	Year	(CDN$)	(CDN$)	Awards	Incentiv	Incentive	(CDN$)	sation	ation
				(CDN$)	e Plans	Plans		(CDN$)	(CDN$)


Arjan Chima(1) Chief Executive Officer	2022 2021 2020	$151,526 $91,500 $121,500	Nil $49,203 $30,470	$30,011 $37,200 Nil	Nil $104,250 Nil	Nil Nil Nil	- - -	Nil Nil Nil	$181,537 $408,017 $151,970
David T. Young(2) President and Chief Financial Officer	2022 2021	$252,254 Nil	$33,550 Nil	$52,719 $37,200	Nil Nil	Nil Nil	- -	Nil Nil	$338,523 $37,200
Joseph Meehan(3) Former Chief Executive Officer	2022 2021 2020	$151,526 $214,687 $337,500	Nil $63,674 $48,595	$30,011 $37,200 Nil	Nil $104,250 Nil	Nil Nil Nil	- - -	Nil Nil Nil	$181,537 $545,675 $386,095

Notes:

(1) Mr. Chima was appointed Chief Financial Officer of the Corporation on April 1, 2019 upon completion of the Transaction. On January 21, 2020, Mr. Chima was appointed as President of the Corporation. On June 7, 2021, Mr. Chima resigned as Chief Financial Officer. On June 13, 2022, Mr. Chima was appointed as the Chief Executive Officer and resigned as the President of the Corporation.

(2) Mr. Young was appointed Chief Financial Officer of the Corporation on June 7, 2021. On June 13, 2022, Mr. Young was appointed as the President of the Corporation.

(3) Mr. Meehan was appointed Chief Executive Officer of the Corporation on April 1, 2019 upon completion of the Transaction. On June 13, 2022, Mr. Meehan relinquished his role as Chief Executive Officer and became a non-executive board member. Mr. Meehan will cease to be a director as of the Meeting on December 13, 2022

Incentive Plan Awards

The Corporation grants RSUs to Directors as compensation for service in lieu of cash payments. The Corporation also grants RSUs to its Named Executive Officers as part of their overall compensation. In each case, the trigger for conversion of any such RSU into a common share is the achievement of a set share price for a fixed period of time. If the New Plan Resolution is passed, the Existing RSU Plan will be replaced by the New Plan, and the Corporation may grant any Awards to Directors under the New Plan as compensation for service in lieu of cash payments. For additional details on the New Plan, see “ Business to be Transacted at the Meeting - Approval of the Equity Incentive Plan ”.

Outstanding Awards

The following table sets out all compensation securities granted or issued to each Named Executive Officer and director by the Corporation, pursuant to the Existing Option Plan, the Existing RSU Plan, or otherwise, for services provided or to be provided, directly or indirectly, to the Corporation for the most recently completed financial year:

	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
	Number of Securities Udli				VlCDN
Name	neryng Unexercised/Unvested	T f Si	Exercise Pi	Expiration
	Compensation	ype o ecurty	rce (CDN$)	Date	aue($)
	Securities

	(#)
David T. Young, President, Chief Financial Officer, Director	300,000	RSU	-	3/12/2025 to 2/26/2026	$105,000
Anton Drescher Director	350,000	RSU	-	2/28/2025 to 2/26/2026	$122,500
R. Campbell Becher Director	300,000	RSU	-	2/26/2026	$105,000

Notes:

Value based on CAD stock price of $0.35 / share

Exercise of Compensation Securities


Compensation Securities
Name and position				Closing price	Difference	Total value on
		Number of		of security on	between	exercise date
	Type of	compensation	Date of	date of	exercise price	(CDN$)
	compensation	securities	vesting or	exercise	and closing
	security	vested or	exercise	(CDN$)	price on date
		exercised			of exercise
					(CDN$)
Arjan Chima Chief Executive Officer David T. Young President and Chief Financial Officer Joseph Meehan Former Chief Executive Officer Anton Drescher Director R. Campbell Becher Chairman, Director	RSU	60,000	5/2/2022	$0.60	-	$36,000
	RSU	60,000	5/2/2022	$0.60	-	$36,000
	RSU	60,000	5/2/2022	$0.60	-	$36,000
	RSU	60,000	5/2/2022	$0.60	-	$36,000
	RSU	60,000	5/2/2022	$0.60	-	$36,000

Pension Plan Benefits

The Corporation has not implemented a pension plan, defined benefit plan, defined contribution plan or deferred compensation plan that provides for payments or benefits to Named Executive Officers at, following, or in connection with retirement.

Termination and Change of Control Benefits

Other than as set forth below, the Corporation is not a party to any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation, its subsidiaries or affiliates or a change in a Named Executive Officer’s responsibilities.

Pursuant to the termination and change of control provisions of the employment agreements (the “ Employment Agreements ”) entered into between the Corporation and each of (i) Joseph Meehan (who served as Chief Executive Officer until June 13, 2022), (ii) Arjan Chima, and (iii) David Young (together, the “ Executives ”), each Executive is entitled to a payment in the amount of thirty-six (36) months of base salary, plus accrued vacation pay, plus an amount equal to the value of all benefits bonuses and equity instruments the Executive would have received during the thirty-six (36) month period following the termination. In the event of any circumstance that would constitute constructive dismissal by the Corporation under common law, each Executive is entitled to resign his employment and would be entitled to a payment in the same amount as if they had been terminated without cause. Each Employment Agreement may also be terminated by the Corporation for cause or in the event of disability of the Executive (provided that such Executive would continue to be entitled to all benefits which he may otherwise be entitled to), and by the Executive by providing sixty (60) days prior written notice. The Employment Agreements continue until terminated by either party, as set forth above.

Prior to his being replaced by Arjan Chima as Chief Executive Officer of the Corporation, Mr. Meehan performed a portion of his services in accordance with an agreement entered into between the Corporation and Redcliffe Gardens Capital Limited (the “ Redcliffe Management Agreement ”). The Redcliffe Management Agreement was terminated as of June 10, 2022 pursuant to the settlement agreement entered into among the Corporation, Joseph Meehan and Redcliffe Gardens Capital Limited (“ Redcliffe ”) dated October 18, 2022 (the “ Settlement Agreement ”).

In accordance with the terms of the Settlement Agreement, the Corporation agreed to: (i) issue 1,106,250 Common Shares to Redcliffe pursuant to the Redcliffe Management Agreement; and (ii) retain Redcliffe as a special advisor to the Board for a guaranteed total fee of US$500,000, which shall be paid directly to Redcliffe in monthly installments over a period of 36 months. Additionally, pursuant to the Settlement Agreement, the Corporation agreed to issue 60,000 Common Shares to Mr. Meehan in his personal capacity.

Director Compensation

The Corporation does not pay compensation to its directors in the form of annual fees for attending meetings of the Board. Directors do not receive additional compensation for acting as chairs of committees of the Board. Directors may become entitled to receive stock options, RSUs and other applicable awards (including, if the New Plan Resolution is passed, any Awards under the New Plan) and will be reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings of the Board, committees of the Board or meetings of the Corporation’s Shareholders.

No compensation was paid by the Corporation to the Corporation’s non-employee directors during the most recently completed financial year.

Director Compensation – Outstanding Awards

Other than as disclosed above under “ Incentive Plan Awards - Outstanding Awards ”, no compensation securities were granted by the Corporation to the Corporation’s non-executive directors during the most recently completed financial year.

Director Compensation - Incentive Plan Awards – Value Vested or Earned During the Year

Other than as disclosed above under “ Incentive Plan Awards - Outstanding Awards ”, no compensation

securities have been granted by the Corporation to the Corporation’s non-executive directors which were earned or have vested during the most recently completed financial year.

MANAGEMENT AGREEMENTS

No management functions of the Corporation are to any substantial degree performed by a person or company other than the directors or executive officers of the Corporation. Previously, Arjan Chima provided a portion of his services to the Corporation in accordance with an agreement entered into between the Corporation and Sophie Capital Corporation (the “ Sophie Management Agreement ”). Mr. Chima, Sophie Capital Corporation and the Corporation agreed to mutually terminate the Sophie Management Agreement as of May 31, 2022. Any termination fees payable as a result were waived by all parties to the Sophie Management Agreement.

CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE

The Corporation’s Board and executive officers consider good corporate governance to be an important factor in the efficient and effective operation of the Corporation. National Instrument 58-101 - Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 - Corporate Governance Guidelines (“ NP 58-201 ”, and together with NI 58-101, the “ CSA Guidelines ”) set out a series of guidelines for effective corporate governance. Under the CSA Guidelines, the Corporation must disclose on an annual basis the corporate governance practices it has adopted. In this section, the Corporation summarizes such practices, in addition to certain other governance matters.

Board of Directors

Composition and Independence

The Board is currently comprised of six members: Joseph Meehan, Arjan Chima, Anton Drescher, David Young, R. Campbell Becher and Joseph P. Elmlinger. The Corporation intends to decrease the size of the Board to five directors and pursuant to the Settlement Agreement announced on October 20, 2022, Mr. Meehan will not stand for election as a member of the Board of Directors, as Mr. Meehan is not nominated for re-election. All the proposed nominees are current directors of the Corporation.

The CSA Guidelines suggest that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholding. Of the proposed nominees for directors of the Corporation, three (Joseph P. Elmlinger, Anton Drescher and R. Campbell Becher) are considered by the Board to be “independent” within the meaning of the CSA Guidelines and two (Arjan Chima and David T. Young) are not independent directors, as they also serve as Chief Executive Officer, and President and Chief Financial Officer, of the Corporation, respectively.

The independent directors meet for in camera sessions without non-independent directors and members of management at the end of each regular Board meeting (unless they waive such requirement).

Other Directorships

The following directors of the Corporation also serve as directors of other reporting issuers:

Director	Other Reporting Issuer
Anton Drescher	International Tower Hill Mines Ltd. (TSX) Oculus VisionTech Inc. (TSXV) Xiana Mining Inc. (TSXV) ZEB Nickel Corp. (formerly Blue Rhino Corp.) (TSXV)

Royal Helium Corp. (TSXV) Strategic Minerals Europe (NEO) R. Campbell Becher Draxos Capital Corp. (TSXV) Trees Corporation (NEO)

Meeting Attendance

The following table summarizes for each of the current directors the number of Board and Board committee meetings they attended for the fiscal year ended May 31, 2022.

Director	Board Meetings	Audit Committee Meetings	Compensation Committee Meetings
Joseph Meehan(1)	9/9
Arjan Chima(1)	9/9
Anton Drescher(2)	9/9	4/4	1/1
David Young(3)	9/9
R. Campbell Becher(4)	9/9	4/4	1/1
Joseph P. Elmlinger(5)	6/9	3/4	1/1

Note:

(1) Each of the directors above were appointed as directors of the Corporation on April 1, 2019, upon completion of the Transaction.
(2) Mr. Drescher was appointed as a director of the Corporation on May 5, 2014.
(3) Mr. Young was appointed as a director of the Corporation on March 16, 2020.
(4) Mr. Becher was appointed as a director of the Corporation on December 8, 2020.
(5) Mr. Elmlinger was appointed as a director of the Corporation on December 9, 2021.

Board Mandate

The mandate of the Board (the “ Board Mandate ”) is focused on governance and stewardship of the business carried on by the Corporation and its subsidiaries as a whole and to act with a view to the best interests of the Corporation and its Shareholders. The Board has adopted a written mandate which provides that the core responsibilities of the Board include stewardship and oversight in the following areas:

(a) Overseeing Stakeholder Communication

The Board shall ensure there is effective communication between the Corporation and its Shareholders, other stakeholders and the public. The Board meets annually to review the Corporation’s communication and disclosure policies.

Establishing Strategic Goals, Performance Objectives and Operational Policies

The Board reviews and approves strategic corporate objectives and is responsible for establishing corporate values against which the performance of the Corporation and its subsidiaries are measured. At least annually, the Board will meet to approve long-term strategies, review and approve strategic and operational plans and budgets developed by management, set targets against which to measure corporate and executive performance and satisfy itself that a portion of executive compensation is linked appropriately to performance of the Corporation.

(c) Delegating Management Authority

The Board shall satisfy itself that processes are in place with respect to the appointment, development, evaluation and succession of senior management of the Corporation and its subsidiaries and that the Chief Executive Officer and the other executive officers of the Corporation and that such individuals create a culture of integrity throughout the Corporation and its subsidiaries. Among other things, the Board shall delegate management authority to the Chief Executive Officer and such other executive officers determined are appropriate, the authority to manage the business of the Corporation and its subsidiaries and to make decisions regarding the ordinary course of business and operations in accordance with the Corporation’s Delegation of Authority and ensure that the Delegation of Authority is reviewed annually.

(d) Monitoring Risk, Compliance and Corporate Performance

The Board shall assess and monitor the principal risks of all aspects of the businesses in which the Corporation and its subsidiaries as a whole are engaged. The Board is responsible for monitoring the performance of the Corporation and its subsidiaries against both short-term and long-term strategic plans and annual performance targets, and monitoring compliance with Board policies and the effectiveness of risk management practices. In addition, the Board shall verify effective internal controls and management information systems are implemented and maintained, which ensure the directors discharge the Board’s oversight responsibilities, including the Corporation’s compliance with legal and regulatory requirements related to financial and other continuous disclosure reporting.

(e) Developing Board Processes

The Board develops procedures relating to the conduct of its business and the fulfillment of the Board’s responsibilities. It is also responsible, through the Compensation and Corporate Governance Committee, for developing the Board’s approach to corporate governance.

Board Committees

At present, the Board has two standing committees, the Audit Committee and the Compensation Committee.

Audit Committee

The Audit Committee is comprised of three members: Anton Drescher (Chair), R. Campbell Becher and Joseph P. Elmlinger. All three members meet the independence requirements pursuant to NI 52-110. The Board is proposing to reconstitute the Audit Committee to ensure that a majority of the members are independent within the meaning of applicable Canadian securities law. Each member of the audit committee is financially literate within the meaning of NI 52-110. Information concerning the relevant education and experience of the Audit Committee members can be found in “ Business to be Transacted at the Meeting - Election of Directors ” in this Circular.

The principal duties and responsibilities of the Audit Committee are to assist the Board in discharging the oversight of:

the integrity of the Corporation’s consolidated financial statements and accounting and financial processes and the audits of the Corporation’s consolidated financial statements;
the Corporation’s compliance with legal and regulatory requirements;
the Corporation’s external auditors’ qualifications and independence;
the work and performance of the Corporation’s financial management and its external auditors; and
the Corporation’s system of disclosure controls and procedures and system of internal controls regarding finance, accounting, legal compliance, and risk management established by management and the Board.

In fulfilling its responsibilities, the Audit Committee meets regularly with the Corporation’s auditor and key management members.

The Audit Committee has access to all of the Corporation’s books, records, facilities and personnel and may request any information about the Corporation as it may deem appropriate. It also has the authority to retain and compensate special legal, accounting, financial and other consultants or advisors to advise the Audit Committee. The Audit Committee is also expected to review and approve all related-party transactions and prepare reports for the Board on such related-party transactions as well as be responsible for the preapproval of all non-audit services to be provided by our auditors.

The charter of the Audit Committee is attached as Appendix “B” to this Circular.

Compensation Committee

The Compensation Committee is comprised of three members: R. Campbell Becher (Chair), Anton Drescher and Joseph P. Elmlinger. All three members are independent members of the Compensation Committee for purposes of NI 58-101.

The principal duties and responsibilities of the Compensation Committee are to assist the Board in discharging its oversight of:

executive and director compensation;
executive compensation disclosure;
management development and succession;
administering the Corporation’s Existing Option Plan, Existing RSU Plan, and any other restricted share unit plan or deferred share unit plan that may be in effect from time to time (including, if the New Plan Resolution is passed, the New Plan), in accordance with the terms of such plans; and
any additional matters delegated to the Compensation Committee by the Board.

Orientation and Continuing Education

No formal program currently exists for the orientation of new directors. It is expected that existing directors will provide orientation and education to any new members on an informal and ad hoc basis. No formal continuing education program currently exists for the directors of the Corporation; however, the Corporation encourages directors to attend, enroll or participate in courses and/or seminars dealing with financial literacy, corporate governance and related matters. Each director of the Corporation has the responsibility for ensuring that he or she maintains the skill and knowledge necessary to meet his or her obligations as a director.

Ethical Business Conduct

The Board does not currently take any formal steps to encourage and promote a culture of ethics and business conduct. Directors and Officers of the Corporation are encouraged to conduct themselves and the business of the Corporation with the utmost honesty and integrity. Directors are also encouraged to consult with the Corporation’s professional advisors with respect to any issues related to ethical business conduct.

Nomination of Directors

The Board is responsible for nominating members for election to the Board by the Corporation’s Shareholders at the annual general meeting of Shareholders. The Board is also responsible for filling vacancies on the Board that may occur between annual general meetings of Shareholders. Potential candidates are primarily identified through referrals by business contacts.

Compensation

The compensation of directors and the Chief Executive Officer is determined by the Board. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Assessments

The Board as a whole assesses its performance, the performance of Board committees and the contribution of individual directors on an ongoing basis. The Corporation allows any member of the Board to engage an outside advisor at the expense of the Corporation in appropriate circumstances. The engagement of an outside advisor is subject to the approval by the Board as a whole. Director Terms Limits and Other Mechanisms of Board Renewal

The Corporation does not have a retirement policy and does not discriminate based on age. Similarly, the Board has not adopted a term limit for directors or established a formal process for the renewal of Board membership. The Board is of the view that the imposition of arbitrary director term limits may diminish the benefits derived from continuity amongst members and their familiarity with the Corporation and the industry in which it operates and could unnecessarily expose the Corporation to losing experienced and valuable talent.

SECURITY-BASED COMPENSATION PLANS

Security-Based Compensation Plans

Existing Option Plan

The Corporation has a stock option plan (the “ Existing Option Plan ”).

The Existing Option Plan is administered by the Board, or if appointed, by a special committee of directors appointed from time to time by the Board. The aggregate number of Common Shares which may be reserved for issue under the Existing Option Plan shall not exceed 10% of the issued and outstanding number of Common Shares. The number of Common Shares subject to an option to a participant shall be determined by the Board, but no participant shall be granted an option which exceeds the maximum number of shares permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Common Shares covered by each option shall be determined by the Board, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Common Shares are then listed, or other regulatory body having jurisdiction. The maximum length any option shall be 10 years from the date the option is granted, provided that participant's options expire 90 days after a participant ceases to act for the Corporation, subject to extension at the discretion of the Board. The Existing Option Plan includes a provision that should an option expiration date fall within a blackout period or immediately following a blackout period, the expiration date will automatically be extended for 10 business days following the end of the blackout period. The Board has the absolute discretion to amend or terminate the Existing Option Plan.

Additional information regarding the Existing Option Plan and a copy of the full Existing Option Plan are available in the management information circular of River Wild Exploration Inc. (the name of the Corporation prior to completion of the Transaction) dated November 26, 2018 in respect of the annual general and special meeting held on December 21, 2018 at which the Existing Option Plan was approved, which has been filed under the Corporation’s profile on SEDAR at www.sedar.com.

Existing RSU Plan

The Existing RSU Plan was approved by the Board on October 3, 2019 and was approved by the Shareholders of the Corporation at the annual general and special meeting held on November 26, 2019. There are currently 1,190,000 RSUs outstanding that were issued under the Existing RSU Plan. Under the

terms of the Existing RSU Plan, the Board may grant RSUs to “eligible participants”. Eligible participants include any director, employee, officer, or consultant of: (a) the Corporation; or (b) any related entity of the Corporation.

Participation in the Existing RSU Plan is voluntary and, if an eligible participant agrees to participate, the grant of RSUs will be evidenced by a grant agreement with each such participant. The interest of any eligible participant in any RSU is not assignable or transferable. The aggregate number of Common Shares available for issuance from treasury under the Existing RSU Plan shall be 9,685,689 Common Shares, provided that the aggregate number of Common Shares available for issuance under the Existing RSU Plan together with all of the Corporation’s other share compensation arrangements may not exceed 10% of the aggregate number of issued Common Shares.

For the full text of the Existing RSU Plan, see Appendix “A” of the management information circular of the Corporation dated October 3, 2019 in respect of the annual general and special meeting held on November 26, 2019 at which the Existing RSU Plan was approved, which has been filed under the Corporation’s profile on SEDAR at www.sedar.com.

Equity Incentive Plan

The Equity Incentive Plan attached as Appendix “A” hereto (the “ New Plan ”) was approved by the Board on November 3, 2022 to replace (i) the Existing Option Plan, and (ii) the Existing RSU Plan. Under the terms of the New Plan, the Board may grant DSUs, RSUs, PSUs, Options and SARs to Eligible Participants.

The New Plan is subject to the approval of Shareholders. If the New Plan is implemented, the Existing Plans will be replaced in their entirety with the New Plan, and all Existing RSUs and all Existing Options shall be governed by the terms and conditions of the New Plan and such Existing RSUs and Existing Options will no longer be subject to the terms of the Existing Plans, as applicable.

For additional details on the New Plan, see “ Business to be Transacted at the Meeting - Approval of the Equity Incentive Plan ”.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the number of Common Shares to be issued upon exercise of outstanding securities or rights under equity compensation plans of the Corporation, the weighted-average exercise price of such outstanding securities or rights and the number of Common Shares remaining available for future issuance under such equity compensation plans as at May 31, 2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights (CDN$)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the second column of this table)
Equity compensation plans approved by security holders(1)	1,390,000	-	8,171,273(2)
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	1,390,000	-	8,171,273(2)

Notes:

(1) The Existing Option Plan and the Existing RSU Plan are the only equity compensation plan approved by securityholders. As at May 31, 2022, 200,000 stock options were outstanding under the Existing Option Plan. As at May 31, 2022, 1,190,000 RSUs were outstanding under the Existing RSU Plan.
(2) Based on Common Shares issuable under the Existing Option Plan and the Existing RSU Plan (and under any other share compensation arrangements of the Corporation) equal to 10% of the number of issued and outstanding Common Shares as at May 31, 2022, being 95,612,731 Common Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, proposed director, executive officer, nor any of their respective associates or affiliates, is or has been indebted to the Corporation or its subsidiaries since the beginning of the Corporation’s most recently completed financial year.

TRANSFER AGENT AND REGISTRAR

The Corporation’s transfer agent and registrar for the Common Shares is TSX Trust Company at its office at 650 West Georgia Street, Suite 2700, Vancouver, British Columbia, V6B 4N9.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed below and elsewhere in this Circular, neither the Corporation nor any director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them has or has had, at any time since the beginning of the Corporation’s most recently completed year, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management of the Corporation knows of no matters to come before the Meeting other than as set forth in this Circular.

HOWEVER, IF OTHER MATTERS WHICH ARE NOT KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ENCLOSED FORM OF PROXY WILL BE USED TO VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE PROXY.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s audited comparative financial statements and management’s discussion and analysis for the year ended May 31, 2022. Copies of the Corporation’s financial statements and management’s discussion and analysis may be obtained under the

Corporation’s profile on SEDAR at www.sedar.com or upon written request to the Corporate Secretary at Suite 100, 2318 Oak Street, Vancouver, British Columbia, V6H 4J1.

APPROVAL OF BOARD

The contents of this Circular and delivery of it to each director of the Corporation, to the auditors of the Corporation and to the Shareholders of the Corporation entitled to notice of the Meeting, have been approved by the directors of the Corporation.

DATED at Vancouver, British Columbia this 8[th] day of November, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Arjan Chima” Arjan Chima, Chief Executive Officer

APPENDIX “A”

CENTR BRANDS CORP.

EQUITY INCENTIVE COMPENSATION PLAN

[ Attached ]

EQUITY INCENTIVE COMPENSATION PLAN

CENTR BRANDS CORP.

	DEFINITIONS............................................................................................. 1
1.1	Definitions.......................................................................................................... 1
	PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF
AWARDS ......................................................................................................................... 5
2.1	Purpose of the Plan............................................................................................. 5
2.2	Implementation and Administration of the Plan ................................................ 5
2.3	Eligible Participants ........................................................................................... 6
2.4	Shares Subject to the Plan .................................................................................. 6
2.5	Granting of Awards............................................................................................ 7
	OPTIONS..................................................................................................... 8
3.1	Nature of Options............................................................................................... 8
3.2	Option Awards ................................................................................................... 8
3.3	Option Price........................................................................................................ 8
3.4	Option Term and Vesting................................................................................... 8
3.5	Exercise of Options ............................................................................................ 9
3.6	Method of Exercise and Payment of Purchase Price.......................................... 9
3.7	Option Agreements .......................................................................................... 11
	DEFERRED SHARE UNITS .................................................................... 11
4.1	Nature of DSUs ................................................................................................ 11
4.2	DSU Awards .................................................................................................... 11
4.3	Settlement of DSUs.......................................................................................... 11
	RESTRICTED SHARE UNITS................................................................. 12
5.1	Nature of RSUs ................................................................................................ 12
5.2	RSU Awards..................................................................................................... 12
5.3	Settlement of RSUs.......................................................................................... 13
5.4	Determination of Amounts............................................................................... 13
5.5	RSU Agreements.............................................................................................. 13
	PERFORMANCE SHARE UNITS ........................................................... 14
6.1	Nature of PSUs................................................................................................. 14
6.2	PSU Awards ..................................................................................................... 14
6.3	Settlement of PSUs........................................................................................... 14
6.4	Determination of Amounts............................................................................... 15
6.5	PSU Agreements .............................................................................................. 15

	SHARE APPRECIATION RIGHTS ......................................................... 16
7.1	Nature of SARs ................................................................................................ 16
7.2	SAR Awards..................................................................................................... 16
7.3	SAR Price......................................................................................................... 16
7.4	SAR Term ........................................................................................................ 16
7.5	Exercise of SARs ............................................................................................. 16
7.6	Method of Exercise and Payment of Purchase Price........................................ 17
7.7	SAR Agreements.............................................................................................. 17
	GENERAL CONDITIONS........................................................................ 17
8.1	General Conditions applicable to Awards........................................................ 17
8.2	General Conditions applicable to Awards........................................................ 18
8.3	Unfunded Plan.................................................................................................. 19
	ADJUSTMENTS AND AMENDMENTS ................................................ 19
9.1	Adjustment to Common Shares Subject to Outstanding Awards .................... 19
9.2	Amendment or Discontinuance of the Plan...................................................... 21
9.3	Change of Control ............................................................................................ 22
9.4	Settlement of RSUs and PSUs during a Black-Out Period .............................. 23
	MISCELLANEOUS ................................................................................ 23
10.1	Use of an Administrative Agent and Trustee................................................... 23
10.2	Tax Withholding .............................................................................................. 23
10.3	Reorganization of the Corporation................................................................... 24
10.4	Governing Laws ............................................................................................... 24
10.5	Severability....................................................................................................... 24
10.6	Language .......................................................................................................... 24
10.7	Effective Date of the Plan ................................................................................ 24
ADDENDUM FOR PARTICIPANTS IN THE UNITED STATES......................... 25
General........................................................................................................................... 25
Section	409A and Section 457A of the Internal Revenue Code................................ 25
Incentive Stock Options................................................................................................ 25
Change	of Control......................................................................................................... 27
Termination or Cessation of Employment................................................................. 27

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EQUITY INCENTIVE COMPENSATION PLAN

CENTR Brands Corp. (the “ Corporation ”) hereby establishes an Equity Incentive Compensation Plan for certain eligible directors, officers, employees and consultants providing ongoing services to the Corporation and its Subsidiaries (as defined herein).

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DEFINITIONS

1.1 Definitions.

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

“Applicable Taxes” has the meaning ascribed to such term in Section 10.2.1;

“ Associate ”, where used to indicate a relationship with a Participant, means (i) any partner of that Participant and (ii) the spouse of that Participant and that Participant’s children, as well as that Participant’s relatives and that Participant’s spouse’s relatives, if they share that Participant’s residence;

“ Awards ” means Options, DSUs, RSUs, PSUs and SARs granted to a Participant pursuant to the terms of the Plan;

“ BCBCA ” means the Business Corporations Act (British Columbia);

“ Black-Out Period ” means a period of time when pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons designated by the Corporation;

“ Board ” means the board of directors of the Corporation;

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday, that is a Trading Day and a day when banks are generally open for business in Vancouver, British Columbia, Canada, for the transaction of banking business;

“ Cash Equivalent ” means (i) with respect to RSUs, the amount of money equal to the Market Value multiplied by the number of vested RSUs in the Participant’s Account, net of any Applicable Taxes, on the applicable RSU Settlement Date (ii) with respect to PSUs, the amount of money equal to the Market Value multiplied by the number of vested PSUs in the Participant’s Account, net of any Applicable Taxes, on the applicable PSU Settlement Date and (iii) with respect to DSUs, the amount of money equal to the Market Value multiplied by the number of vested DSUs in the Participant’s Account, net of any Applicable Taxes on the applicable DSU Settlement Date;

“ Change of Control ” shall mean (i) the sale of all or substantially all of the assets of the Corporation on a consolidated basis, in one transaction or a series of related transactions, to a Person that is not a Subsidiary, (ii) a merger, reorganization, acquisition or consolidation pursuant to which a Person, or any associate or affiliated corporation of such Person hereafter “beneficially own” (as defined in the BCBCA) either directly or indirectly securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities, (iii) the dissolution or liquidation of the Corporation except in connection with the distribution of assets of the Corporation to one or more Subsidiaries prior to such event; or (iv) the occurrence of a transaction requiring approval of the

Corporation’s shareholders involving the acquisition of the Corporation by an entity through purchase of assets, by amalgamation, arrangement or otherwise; provided, however, a transaction will not constitute a Change of Control if its sole purpose is to change the jurisdiction of the Corporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities prior to such transaction;

“ Committee ” means the Corporate Governance and Compensation Committee of the Board;

“ Common Shares ” means the common shares in the capital of the Corporation;

“ Disability ” means the circumstance whereby the Participant is permanently or substantially incapacitated so as to be prevented from properly and continuously performing in full their duties to the Corporation for a substantially continuous period of four months or more or for a cumulative six-month period in any consecutive 12-month period;

“ DSU ” means a deferred share unit, which is a bookkeeping entry equivalent in value to a Common Share credited to a Participant’s Account in accordance with Article 4;

“ DSU Expiry Date ” means the business day preceding December 31 of the calendar year following the calendar year during which a Participant (i) ceases to be a director of the Corporation; (ii) ceases to be employed by the Corporation or its Subsidiaries; or (iii) ceases to provide services to the Corporation or its Subsidiaries, as applicable or such shorter period as may be determined by the Board at the time the DSU is granted;

“ DSU Settlement Date ” means the date of receipt of a DSU settlement request in accordance with Paragraph 4.3.1 or the date of automatic settlement of a DSU pursuant to Paragraph 4.3.2, as applicable;

“ Eligible Director ” means members of the Board who, subject to Section 2.3.1, at the time of execution of a Grant Agreement, and at all times thereafter while they continue to serve as a member of the Board , are not officers, employees or consultants of the Corporation or a Subsidiary;

“ Eligible Participants ” has the meaning ascribed thereto in Section 2.3.1;

“ Employment Agreement ” means, with respect to any Participant, any written agreement regarding a Participant’s employment or engagement with the Corporation or a Subsidiary and that is between the Corporation or a Subsidiary and such Participant;

“ Exchange ” means the Canadian Securities Exchange or, if the Common Shares are not listed on the Canadian Securities Exchange, the stock exchange on which the Common Shares are principally listed from time to time;

“ Exercise Notice ” means a notice in writing signed by a Participant and stating the Participant’s intention to exercise a particular Award, if applicable;

“ Grant Agreement ” means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, RSU Agreement, PSU Agreement and a SAR Agreement;

“Grant Date” means the date upon which an Option is granted to a Participant;

“ Insider ” means any “reporting insiders” as defined in National Instrument 55-104 – Insider Reporting Requirements ;

“ Market Value ” means, (A) if the Common Shares of the Corporation are listed on an Exchange, (i) with respect to Options, at any date when the market value of Common Shares of the Corporation is to be determined, the greater of (x) the volume weighted average trading price of the Common Shares on the Exchange for the five Trading Days preceding the date on which the Market Value is to be determined, and (y) the closing price of the Common Shares on the Trading Day prior to the date of grant on the Exchange, and (ii) with respect to Units, the volume weighted average trading price of the Common Shares on the Exchange for the five Trading Days preceding the date on which the Market Value is to be determined, or, (B) if the Common Shares of the Corporation are not listed on any Exchange, the value as is determined solely by the Board, acting reasonably and in good faith;

“ Option ” means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Common Shares from treasury at the Option Price, but subject to the provisions hereof;

“ Option Agreement ” means a written letter agreement between the Corporation and a Participant evidencing the grant of Options and the terms and conditions thereof, in such form as may be determined by the Board from time to time in accordance with Section 3.7;

“ Option Price ” has the meaning ascribed thereto in Section 3.2;

“ Option Term ” has the meaning ascribed thereto in Section 3.4;

“ Participants ” means Eligible Participants that are granted Awards under the Plan;

“ Participant’s Account ” means an account maintained for each Participant’s participation in RSUs, PSUs or DSUs under the Plan;

“ Performance Criteria ” means criteria established by the Board which, without limitation, may include criteria based on the Participant’s personal performance and the financial performance of the Corporation or of its Subsidiaries, and that may be used to determine the vesting of the Awards, when applicable;

“ Person ” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

“ Plan ” means this Equity Compensation Incentive Plan, as amended or restated from time to time;

“ PSU ” means a right awarded to a Participant to receive a payment in the form of Common Shares or the Cash Equivalent as provided in Article 6 and subject to the terms and conditions of this Plan;

“ PSU Agreement ” means a written letter agreement between the Corporation and a Participant evidencing the grant of PSUs and the terms and conditions thereof, in such form as may be determined by the Board from time to time in accordance with Section 6.5;

“ PSU Settlement Date ” has the meaning determined in Section 6.3.1(a);

“ PSU Vesting Date ” has the meaning described thereto in Section 6.2.2;

“ RSU ” means a right awarded to a Participant to receive a payment in the form of Common Shares or the Cash Equivalent as provided in Article 5 and subject to the terms and conditions of this Plan;

“ RSU Agreement ” means a written letter agreement between the Corporation and a Participant evidencing the grant of RSUs and the terms and conditions thereof, in such form as may be determined by the Board from time to time in accordance with Section 5.5;

“ RSU Settlement Date ” has the meaning determined in Section 5.3.1(a);

“ RSU Vesting Date ” has the meaning described thereto in Section 5.2.2;

“ Rule 701 ” means Rule 701 under the U.S. Securities Act;

“ SAR ” or “ Share Appreciation Right ” means a right to receive a payment, in Common Shares, equal to the appreciation in the Corporation’s Common Shares over a specified period, as set forth in the respective SAR Agreement;

“ SAR Agreement ” means a written letter agreement between the Corporation and a Participant evidencing the grant of SARs and the terms and conditions thereof;

“ SAR Price ” has the meaning ascribed thereto in Section 7.2 hereof;

“ SAR Term ” has the meaning ascribed thereto in Error! Reference source not found. hereof;

“ Security Based Compensation Arrangement ” means any (i) stock option plans for the benefit of employees, insiders, service providers or any one of such groups; (ii) individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Corporation's security holders; (iii) treasury-based share purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased; (iv) share appreciation rights involving issuances of securities from treasury; (v) other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and (vi) security purchases from treasury by an employee, insider or service provider which is financially assisted by the Corporation by any means whatsoever;

“ Subsidiary ” has the meaning given to this term in the Securities Act (British Columbia) , as such legislation may be amended, supplemented or replaced from time to time;

“ Successor Corporation ” has the meaning ascribed thereto in Section 9.1.3;

“ Surrender ” has the meaning ascribed thereto in Section 3.6.3;

“ Surrender Notice ” has the meaning ascribed thereto in Section 3.6.3;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

“ Termination Date ” means the date on which a Participant ceases to be an Eligible Participant;

“ Trading Day ” means any day on which the Exchange is open for trading;

“ Unit ” means an RSU, PSU or a DSU;

“ Unit Restriction Period ” means, subject to Section 9.3.1, the applicable restriction period in respect of a particular RSU or PSU, which period shall end on the Business Day preceding December 31 of the calendar year which is three (3) years after the calendar year in which the services in relation to which the RSU or

PSU is granted were performed, or such shorter period as may be determined by the Board at the time the RSU or PSU is granted;

“ Unit Settlement Notice ” means a notice by a Participant to the Corporation electing to receive Common Shares, the Cash Equivalent or a combination of both in respect of the vested Units;

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Person ” means a “U.S. person” as that term is defined in Regulation S under the U.S. Securities Act; and

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

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PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

2.1 Purpose of the Plan

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the purposes of securing for the Corporation and its shareholders the benefits of incentive interest in Common Share ownership by the Eligible Participants.

2.2 Implementation and Administration of the Plan

2.2.1 The Plan is under the direction of the Board. The Committee makes recommendations to the Board in relation to the Plan and to the grants of Awards. The Board shall from time to time determine the type and grants of Awards in its sole discretion.
2.2.2 The Plan is drafted to provide the greatest amount of discretion to the Board as to the types of Awards it wishes to grant; nothing herein obligates the Board to utilize all or any of the types of Awards contemplated by this Plan nor does it obligate the Board to grant to any Eligible Participant a particular type of Award.
2.2.3 The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan, subject to any applicable rules of the Exchange. Subject to the provisions of the Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration of the Plan, as it may deem necessary or advisable. The interpretation, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible Participants.
2.2.4 The Board may modify the terms and conditions of any Awards granted to Participants outside of Canada to comply with applicable foreign laws, and establish subplans and addendums and modify settlement procedures and other terms and procedures, to the extent the Board determines such actions to be necessary or advisable (and such subplans and addendums and modifications shall be attached to this Plan as addendums).
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2.2.5 No member of the Board or of the Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder.
2.2.6 Any determination approved by a majority of the Board shall be deemed to be a determination of that matter by the Board.

2.3 Eligible Participants

2.3.1 The Persons who shall be eligible to receive Awards (“ Eligible Participants ”) shall be the Eligible Directors, officers and employees of the Corporation or a Subsidiary, as well as consultants providing ongoing services to the Corporation and its Subsidiaries, who the Board may determine from time to time, in its sole discretion. For greater certainty, a Person whose employment or engagement with the Corporation or a Subsidiary has ceased for any reason, or who has given notice of such cessation, as the case may be, shall cease to be eligible to receive Awards hereunder as of the date on which such Person provides notice to the Corporation or the Subsidiary, as the case may be, in writing or verbally, of such cessation, or on the Termination Date for any cessation of a Participant’s employment or engagement initiated by the Corporation.
2.3.2 Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s employment or engagement with the Corporation or a Subsidiary.
2.3.3 Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee of employment by the Corporation or a Subsidiary to the Participant or the commencement, extension, continuation or modification of any engagement between the Corporation or a Subsidiary and the Participant.
2.3.4 A Participant shall have no rights as a shareholder of the Corporation with respect to any Common Shares underlying their Awards until they shall have become the holder of record of such Common Shares.

2.4 Shares Subject to the Plan

2.4.1 Subject to adjustment pursuant to provisions of Article 9, the total number of Common Shares reserved and available for grant and issuance pursuant to Awards shall not exceed ten percent (10%) of the total issued and outstanding Common Shares (on a non-diluted basis) from time to time. Every three years after the effective date of the Plan, all unallocated Awards under the Plan shall be submitted for approval to the Board and the shareholders of the Corporation. No more than one percent (1%) of the total issued and outstanding Common Shares (on a non-diluted basis) from time to time, shall be reserved and available for grant and issuance pursuant to Awards to the Eligible Directors, less the number of Common Shares reserved for issuance pursuant to awards under all other Security Based Compensation Agreements. For greater certainty, the Common Shares reserved and available for grant and issuance to the Eligible Directors, shall be included in the total number of Common Shares generally available for grant and issuance pursuant to Awards pursuant to this Section 2.4.1.
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2.4.2 This Plan is considered an “evergreen” plan since the Common Shares covered by grants which have been exercised, settled, expired, cancelled or forfeited shall be available for subsequent grants under the Plan and the number of Common Shares available to grant increases as the number of issued and outstanding Common Shares increases.
2.4.3 Common Shares in respect of which an Award is granted under the Plan, but not exercised prior to the termination of such Award or not vested or delivered prior to the termination of such Award due to the expiration, termination or lapse of such Award, shall be available for Awards to be granted thereafter pursuant to the provisions of the Plan. All Common Shares issued pursuant to the exercise or the vesting of the Awards granted under the Plan shall be so issued as fully paid and non-assessable Common Shares.
2.4.4 Subject to adjustment pursuant to provisions of Article 9, the aggregate number of Common Shares (i) issued to Insiders under the Plan or any other proposed or established Security Based Compensation Arrangement of the Corporation within any one-year period and (ii) issuable to Insiders at any time under the Plan or any other proposed or established Security Based Compensation Arrangement of the Corporation, shall in each case not exceed ten percent (10%) of the total issued and outstanding Common Shares (on a nondiluted basis).

2.5 Granting of Awards

2.5.1 Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Common Shares subject to such Award, if applicable, upon any securities exchange (including the Exchange) or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange (including the Exchange) or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Common Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.
2.5.2 Any Award granted under the Plan shall be subject to the requirement that the Corporation has the right to place any restriction or legend on any securities issued pursuant to this Plan including, but in no way limited to placing a legend to the effect that the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States unless registration or an exemption from registration is available.
2.5.3 For Awards granted under the Plan to Participants in the United States or that are U.S. Persons, the Corporation intends to comply with Rule 701. Under Rule 701, a company can offer their own securities, as part of a written compensation plan, to Participants (consultants must be natural persons) without having to comply with federal securities registration requirements. Compliance with Rule 701 in connection with the issuance of any Award to a Participant will be determined in the sole discretion of the Corporation.
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OPTIONS

3.1 Nature of Options

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire, for each Option issued, one Common Share from treasury at the Option Price, but subject to the provisions hereof.

3.2 Option Awards

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Common Share to be payable upon the exercise of each such Option (the “ Option Price ”) and the relevant vesting provisions (including Performance Criteria, if applicable) and Option Term, the whole subject to the terms and conditions prescribed in this Plan, in any Option Agreement and any applicable rules of the Exchange.

3.3 Option Price

The Option Price for Common Shares that are the subject of any Option shall be fixed by the Board when such Option is granted, but shall not be less than the Market Value of such Common Shares on the Trading Day immediately preceding the Grant Date of the Option.

3.4 Option Term and Vesting

3.4.1 The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing on the Grant Date of such Option and ending as specified in this Plan, or in the Option Agreement, but in no event shall an Option expire on a date which is later than five (5) years from the date the Option is granted ( the “ Option Term ”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.
3.4.2 Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10[th] ) Business Day after the end of the Black-Out Period, such tenth (10[th] ) Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding Section 9.2, the ten (10) Business Day-period referred to in this Section 3.4 may not be extended by the Board.
3.4.3 Unless otherwise specified by the Board at the time of granting the particular Option and except as otherwise provided in this Plan or in an Option Agreement, each Option will vest and be exercisable as follows:

Fraction of Total Number Exercise Period of Common Shares that may be Purchased

1/4

Shall vest on the first anniversary of the Date of Grant (the “First Option Vesting Date”); and

1/36

Shall vest on the last day of each month starting in the month following the month of the First Vesting Date for a period of 36 months.

with the result that the entire Option subject to the grant shall be vested and exercisable as of the fourth anniversary of the Date of Grant.

3.4.4 Once a portion of an Option that has vested becomes exercisable in accordance with Section 3.5, it remains exercisable until expiration or termination of the Option, unless otherwise specified by the Board in connection with the grant of such Option.

3.5 Exercise of Options

3.5.1 Subject to the provisions of this Plan, a Participant shall be entitled to exercise an Option granted to such Participant at any time prior to the expiry of the Option Term, subject to vesting limitations which may be imposed by the Board at the time such Option is granted.
3.5.2 Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable as to all or such part or parts of the optioned Common Shares and at such time or times and pursuant to the achievement of such Performance Criteria, if any, or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, no Option shall be exercised by a Participant during a Black-Out Period.
3.5.3 If the Participant is in the United States or a U.S. Person, the Participant may not exercise any Options unless (i) the Corporation shall have first registered the Common Shares to be issued in connection with such exercise under the U.S. Securities Act, or (ii) the Participant has available an exemption from the registration requirements of the U.S Securities Act and all applicable State securities laws for such exercise and the issuance of the Common Shares thereunder.

3.6 Method of Exercise and Payment of Purchase Price

3.6.1 Subject to the provisions of the Plan and the alternative exercise procedures set out herein, an Option granted under the Plan may be exercisable (from time to time as provided in Section 3.5) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) in such manner as the Board may determine from time to time and in accordance with such rules and regulations as the Board may prescribe from time to time.
3.6.2 Pursuant to the Exercise Notice and subject to the approval of the Board, a Participant may choose to undertake a “cashless exercise” with the assistance of a broker in order to facilitate the exercise of such Participant’s Options. The “cashless exercise” procedure may include a sale of such number of Common Shares as is necessary to raise an amount equal to the aggregate Option Price for all Options being exercised by that Participant under an Exercise Notice plus any Applicable Taxes. Pursuant to the Exercise Notice, the Participant may authorize the broker to sell Common Shares on the open market by means of a short
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sale and forward the proceeds of such short sale to the Corporation to satisfy the Option Price plus any Applicable Taxes, promptly following which the Corporation shall issue the Common Shares underlying the number of Options as provided for in the Exercise Notice.

3.6.3 In addition, in lieu of exercising any vested Option in the manner described in this Section 3.6, and pursuant to the terms of this Section 3.6.3, a Participant may, subject to the approval of the Board, by surrendering an Option (“ Surrender ”) with a properly endorsed notice of Surrender to the Secretary of the Corporation, substantially in the form that may be approved by the Board from time to time (a “ Surrender Notice ”), elect to receive that number of Common Shares calculated using the following formula:

X = Y * (A-B) / A

Where:

X = the number of Common Shares to be issued to the Participant

Y = the number of Common Shares underlying the Options to be Surrendered

A = the Market Value of the Common Shares as at the date of the Surrender

B = the Option Price of such Options

3.6.4 Where Common Shares are to be issued to the Participant pursuant to the terms of this Section 3.6, as soon as practicable following the receipt of the Exercise Notice and, if Options are exercised only in accordance with the terms of Section 3.6.1, the required bank draft, certified cheque or other acceptable form of payment, the Corporation shall duly issue such Common Shares to the Participant as fully paid and non-assessable.
3.6.5 Upon the exercise of an Option pursuant to Section 3.6.2 or Section 3.6.3, the Corporation shall, as soon as practicable after such exercise but no later than three (3) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Common Shares to either:
(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Common Shares as the Participant (or in the name of the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice or Surrender Notice, as applicable; or
(b) in the case of Common Shares issued in uncertificated form, cause the issuance of the aggregate number of Common Shares the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice or Surrender Notice, as applicable, to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Common Shares.
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3.7 Option Agreements

Options shall be evidenced by an Option Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Article 3 and Article 8 be included therein. The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with any provisions respecting options in laws (including tax laws) in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

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DEFERRED SHARE UNITS

4.1 Nature of DSUs

A DSU is an Award of share units to a Participant entitling the Participant to receive payment based on the value of one Common Share once such Award has vested, subject to restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on such factors as may be determined by the Board from time to time, including the achievement of pre-established Performance Criteria.

4.2 DSU Awards

4.2.1 Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Participants who may receive DSUs under the Plan, (ii) fix the number of DSUs, if any, to be granted to each Eligible Director and the date or dates on which such DSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions of such DSUs, the whole subject to the terms and conditions prescribed in this Plan.
4.2.2 The DSUs are structured so as to be considered to be a plan described in subsection 6801(d) of the regulations to the Tax Act or any successor to such provision.
4.2.3 Subject to the vesting and other conditions and provisions set forth herein and in any agreement relating to a grant of DSUs, the Board shall determine whether each DSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Common Share issued from treasury or purchased on the open market; (ii) to receive the Cash Equivalent of one (1) Common Share; or (iii) to elect to receive either one (1) Common Share from treasury or purchased on the open market, the Cash Equivalent of one (1) Common Share or a combination of cash and Common Shares.
4.2.4 DSUs will be credited in the registers maintained by the Corporation but will not be represented by any certificate or other document.

4.3 Settlement of DSUs

4.3.1 A Participant who (i) ceases to be a director of the Corporation; (ii) ceases to be employed by the Corporation or its Subsidiaries; or (iii) ceases to provide services to the Corporation or its Subsidiaries, as applicable, (or, if deceased, their estate, successors, heirs or legal representatives) may request the settlement of all (but not less than all) of their DSUs at any time during the period between the date on which they cease to be a director and the
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DSU Expiry Date, in such manner as the Board may determine from time to time and in accordance with such rules and regulations as the Board may prescribe from time to time.

4.3.2 Any DSU which has not been settled prior to the DSU Expiry Date shall be automatically settled on the DSU Expiry Date.
4.3.3 Settlement of DSUs shall take place promptly following the DSU Settlement Date and, for greater certainty, before the DSU Expiry Date, through:
(a) in the case of the settlement of DSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;
(b) in the case of the settlement of DSUs for Common Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Common Shares; or
(c) in the case of settlement of the DSUs for a combination of Common Shares and the Cash Equivalent, a combination of Section 4.3.3(a) and Section 4.3.3(b) above.
4.3.4 Notwithstanding any other provision of this Plan, in the event that a DSU Settlement Date occurs during a Black-Out Period or other trading restriction imposed by the Corporation, then settlement of the applicable DSUs shall be automatically extended to the tenth (10[th] ) Business Day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed.

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RESTRICTED SHARE UNITS

5.1 Nature of RSUs

A RSU is an Award granted for services rendered in a particular year entitling the Participant to receive payment based on the value of one Common Share once such Award has vested, subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or engagement) with the Corporation or a Subsidiary.

5.2 RSU Awards

5.2.1 Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan for services rendered in a particular year, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions and RSU Settlement Date of such RSUs, the whole subject to the terms and conditions prescribed in this Plan and in any RSU Agreement.
5.2.2 Unless otherwise set forth in the RSU Agreement, each RSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant (each such date being a “ RSU Vesting Date ”).
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5.2.3 Subject to the vesting and other conditions and provisions set forth herein and in the RSU Agreement, the Board shall determine whether each RSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Common Share issued from treasury or purchased on the open market; (ii) to receive the Cash Equivalent of one (1) Common Share; or (iii) to elect to receive either one (1) Common Share from treasury or purchased on the open market, the Cash Equivalent of one (1) Common Share or a combination of cash and Common Shares.

5.3 Settlement of RSUs

5.3.1 Except as otherwise provided in the RSU Agreement and subject to Section 9.3.1:
(a) all of the vested RSUs covered by a particular grant shall be settled as soon as practicable on any day (each such day being a “ RSU Settlement Date ”) following a RSU Vesting Date, but in no event later than the last day of the Unit Restriction Period; and
(b) as soon as practicable following a RSU Settlement Date, if applicable, the Participant shall deliver a Unit Settlement Notice in respect of whether to receive Common Shares, the Cash Equivalent or a combination thereof.
5.3.2 Subject to Section 9.4, settlement of RSUs shall take place promptly following the RSU Settlement Date and, for greater certainty, before the last day of the Unit Restriction Period, through:
(a) in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;
(b) in the case of settlement of RSUs for Common Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Common Shares; or
(c) in the case of settlement of the RSUs for a combination of Common Shares and the Cash Equivalent, a combination of Section 5.3.2(a) and Section 5.3.2(b) above.

5.4 Determination of Amounts

5.4.1 Cash Equivalent of RSUs. For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 5.3, such calculation will be made on the RSU Settlement Date and shall equal the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account which the Participant desires to settle in cash pursuant to the Unit Settlement Notice.
5.4.2 Payment in Common Shares. For the purposes of determining the number of Common Shares from treasury to be issued or purchased on the open market and delivered to a Participant upon settlement of RSUs pursuant to Section 5.3, such calculation will be made on the RSU Settlement Date and be the whole number of Common Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account which the Participant desires to settle pursuant to the Unit Settlement Notice. Common Shares issued from treasury or purchased on the open market, as applicable, will be issued or transferred, as applicable, in consideration for the past services of the Participant to the Corporation
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and the entitlement of the Participant under this Plan shall be satisfied in full by such issuance or transfer of Common Shares.

5.5 RSU Agreements

RSUs shall be evidenced by a RSU Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Article 5 and Article 8 be included therein. The RSU Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.

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PERFORMANCE SHARE UNITS

6.1 Nature of PSUs

A PSU is an Award granted for services rendered in a particular year entitling the Participant to receive payment based on the value of one Common Share once such Award has vested, subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or engagement) with the Corporation or a Subsidiary and Performance Criteria.

6.2 PSU Awards

6.2.1 Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive PSUs under the Plan for services rendered in a particular year, (ii) fix the number of PSUs, if any, to be granted to each Eligible Participant and the date or dates on which such PSUs shall be granted, and (iii) determine the relevant conditions, Performance Criteria and vesting provisions and PSU Settlement Date of such PSUs, the whole subject to the terms and conditions prescribed in this Plan and in any PSU Agreement.
6.2.2 Unless otherwise set forth in the PSU Agreement, each PSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant (each such date being a “ PSU Vesting Date ”).
6.2.3 Subject to the vesting and other conditions and provisions set forth herein and in the PSU Agreement, the Board shall determine whether each PSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Common Share issued from treasury or purchased on the open market; (ii) to receive the Cash Equivalent of one (1) Common Share; or (iii) to elect to receive either one (1) Common Share from treasury or purchased on the open market, the Cash Equivalent of one (1) Common Share or a combination of cash and Common Shares.

6.3 Settlement of PSUs

6.3.1 Except as otherwise provided in the PSU Agreement and subject to Section 9.3.1:
(a) all of the vested PSUs covered by a particular grant shall be settled as soon as
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practicable on any day (each such day being a “ PSU Settlement Date ”) following a PSU Vesting Date, but in no event later than the last day of the Unit Restriction Period; and

(b) as soon as practicable following a PSU Settlement Date, if applicable, the Participant shall deliver a Unit Settlement Notice in respect of whether to receive Common Shares, the Cash Equivalent or a combination thereof.
6.3.2 Subject to Section 9.4, settlement of PSUs shall take place promptly following the PSU Settlement Date and, for greater certainty, before the last day of the Unit Restriction Period, through:
(a) in the case of settlement of PSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;
(b) in the case of settlement of PSUs for Common Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Common Shares; or
(c) in the case of settlement of the PSUs for a combination of Common Shares and the Cash Equivalent, a combination of Section 6.3.2(a) and Section 6.3.2(b) above.

6.4 Determination of Amounts

6.4.1 Cash Equivalent of PSUs. For purposes of determining the Cash Equivalent of PSUs to be made pursuant to Section 6.3, such calculation will be made on the PSU Settlement Date and shall equal the Market Value on the PSU Settlement Date multiplied by the number of vested PSUs in the Participant’s Account which the Participant desires to settle in cash pursuant to the Unit Settlement Notice.
6.4.2 Payment in Common Shares. For the purposes of determining the number of Common Shares from treasury to be issued or purchased on the open market and delivered to a Participant upon settlement of PSUs pursuant to Section 6.3, such calculation will be made on the PSU Settlement Date and be the whole number of Common Shares equal to the whole number of vested PSUs then recorded in the Participant’s Account which the Participant desires to settle pursuant to the Unit Settlement Notice. Common Shares issued from treasury or purchased on the open market, as applicable, will be issued or transferred, as applicable, in consideration for the past services of the Participant to the Corporation and the entitlement of the Participant under this Plan shall be satisfied in full by such issuance or transfer of Common Shares.

6.5 PSU Agreements

PSUs shall be evidenced by a PSU Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Article 6 and Article 8 be included therein. The PSU Agreement shall contain such terms that may be considered necessary in order that the PSU will comply with any provisions respecting performance share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.

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SHARE APPRECIATION RIGHTS

7.1 Nature of SARs

A SAR is an Award entitling the recipient to receive Common Shares having a value equal to the excess of the Market Value of the Common Shares on the date of exercise over the exercise price of the SAR, which price shall not be less than 100% of the Market Value of the Common Share on the date of grant multiplied by the number of Shares with respect to which the SAR shall have been exercised.

7.2 SAR Awards

Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive SAR Awards under the Plan, (ii) fix the number of SAR Awards to be granted to each Eligible Participant and the date or dates on which such SAR Awards shall be granted, and (iii) determine the price per Common Share to be payable upon the vesting of each such SAR (the “ SAR Price ”) and the relevant conditions and vesting provisions (including the applicable Performance Criteria, if any) and the SAR Term, the whole subject to the terms and conditions prescribed in this Plan and in any SAR Agreement.

7.3 SAR Price

The SAR Price for the Common Shares that are the subject of any SAR shall be fixed by the Board when such SAR is granted, but shall not be less than the Market Value of such Common Shares at the time of the grant.

7.4 SAR Term

7.4.1 The Board shall determine, at the time of granting the particular SAR, the period during which the SAR is exercisable, which shall not be more than five (5) years from the date the SAR is granted (“ SAR Term ”) and the vesting schedule of such SAR, which will be detailed in the respective SAR Agreement. Unless otherwise determined by the Board, each unexercised SAR shall be cancelled at the expiry of such SAR.
7.4.2 Should the expiration date for a SAR fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10[th] ) Business Day after the end of the Black-Out Period, such tenth (10[th] ) Business Day to be considered the expiration date for such SAR for all purposes under the Plan. Notwithstanding Error! Reference source not found. hereof, the ten (10) Business Day-period referred to in this Section 7.4.2 may not be extended by the Board.

7.5 Exercise of SARs

Prior to its expiration or earlier termination in accordance with the Plan, each SAR shall be exercisable as to all or such part or parts of the granted Common Shares and at such time or times and pursuant to the achievement of such Performance Criteria or other vesting conditions as the Board at the time of granting the particular SAR, may determine in its sole discretion. For greater certainty, no SAR shall be exercised by a Participant during a Black-Out Period.

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7.6 Method of Exercise and Payment of Purchase Price

7.6.1 Subject to the provisions of the Plan, a SAR granted under the Plan shall be exercisable (from time to time as provided in Error! Reference source not found. hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or to the individual that the Corporate Secretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, no less than three (3) business days in advance of the effective date of the proposed exercise, which notice shall specify the number of Common Shares with respect to which the SAR is being exercised and the effective date of the proposed exercise.
7.6.2 The exercise of a SAR with respect to any number of Common Shares shall entitle the Participant to Common Shares equal to the excess of the Market Value of a Common Share on the effective date of such exercise over the per share SAR Price.
7.6.3 Upon exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Common Shares to either:
(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Common Shares as the Participant (or in the name of the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Common Shares); or
(b) in the case of Common Shares issued in uncertificated form, cause the issuance of the aggregate number of Common Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Common Shares.

7.7 SAR Agreements

SARs shall be evidenced by a SAR Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Article 7 and Article 8 hereof be included therein. The SAR Agreement shall contain such terms that may be considered necessary in order that the SAR will comply with any provisions respecting stock appreciation rights in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the corporation.

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GENERAL CONDITIONS

8.1 General Conditions applicable to Awards.

Each Award, as applicable, shall be subject to the following conditions:

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8.1.1 Employment or Other Relationship. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ in any capacity or otherwise commence, extend, continue or modify any engagement between the Corporation or a Subsidiary and the Participant. For greater certainty, the granting of Awards to a Participant shall not impose any obligation on the Corporation to grant any awards in the future nor shall it entitle the Participant to receive future grants.
8.1.2 Rights as a Shareholder. Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Common Shares covered by such Participant’s Awards until the date of issuance of a share certificate to such Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) or the entry of such person’s name on the share register for the Common Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued or entry of such person’s name on the share register for the Common Shares.
8.1.3 Conformity to Plan. In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, then, subject to any overriding instruction from the Board relating to such Award(s), the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.
8.1.4 Non-Transferability. Other than by will or under the law of succession, or as expressly permitted by the Board, or as otherwise set forth herein, Awards are not assignable or transferable. Awards may be exercised only by:
(a) the Participant to whom the Awards were granted; or
(b) with the Corporation’s prior written approval and subject to such conditions as the Corporation may stipulate, such Participant’s family tax-free savings account or retirement savings trust or any registered retirement savings plans or registered retirement income funds of which the Participant is and remains the annuitant or holder, as applicable; or
(c) upon the Participant’s death, by the legal representative of the Participant’s estate; or
(d) upon the Participant’s incapacity, the legal representative having authority to deal with the property of the Participant;

provided that any such legal representative shall first deliver evidence satisfactory to the Corporation of entitlement to exercise any Award. A person exercising an Award may subscribe for Common Shares only in the person’s own name or in the person’s capacity as a legal representative.

8.2 General Conditions applicable to Awards

Each Award (other than DSUs granted to Eligible Directors) shall be subject to the following conditions:

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8.2.1 Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for “ Cause ”, all unexercised vested or unvested Awards granted to such Participant shall terminate as of the Termination Date. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for “Cause” shall be binding on the Participant. “ Cause ” shall include, among other things, dishonest act such as gross misconduct, theft, fraud, embezzlement, misappropriation, breach of confidentiality, breach of loyalty or breach of duty of loyalty or placement in conflict of interest and any reason determined by the Corporation to be cause for termination.
8.2.2 Resignation. In the case of a Participant ceasing to be an Eligible Participant due to such Participant’s resignation, subject to any later expiration dates determined by the Board, all unexercised vested or unvested Awards granted to such Participant shall terminate on the Termination Date caused by of such resignation.
8.2.3 Termination or Cessation. In the case of a Participant ceasing to be an Eligible Participant for any reason (other than for “Cause”, resignation, death or after becoming Disabled) the number of Awards that may vest is subject to pro ration over the applicable vesting period (ending on the Termination Date) and shall expire on the earlier of ninety (90) days after the Termination Date, or the expiry date of the Awards. For greater certainty, the pro ration calculation referred to above shall be net of previously vested Awards.
8.2.4 Death, Disability or Retirement. If a Participant dies while in their capacity as an Eligible Participant, ceases to be an Eligible Participant as a result of a Disability or ceases to be an Eligible Participant as a result of their retirement, the number of Awards that may vest is subject to pro ration over the applicable vesting period (ending on the Termination Date) and shall expire on the earlier of one hundred eighty (180) days after the Participant’s Termination Date, or the expiry date of the Awards. Provided, however, that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any Awards held by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Corporation any “inthe-money” amounts realized upon exercise of Awards following the Termination Date. For greater certainty, the pro ration calculation referred to above shall be net of previously vested Awards.

8.3 Unfunded Plan

Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or their estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation. Notwithstanding the foregoing, any determinations made shall be such that the DSU continuously meets the requirements of paragraph 6801(d) of the regulations to the Tax Act.

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ADJUSTMENTS AND AMENDMENTS

9.1 Adjustment to Common Shares Subject to Outstanding Awards

9.1.1 In the event of any subdivision of the Common Shares into a greater number of Common Shares at any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant, at the time of any subsequent exercise or vesting of such Award in accordance with the terms hereof, in
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lieu of the number of Common Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration payable therefor, such number of Common Shares as such Participant would have held as a result of such subdivision if on the record date thereof the Participant had been the registered holder of the number of Common Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award.

9.1.2 In the event of any consolidation of Common Shares into a lesser number of Common Shares at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant at the time of any subsequent exercise or vesting of such Award in accordance with the terms hereof in lieu of the number of Common Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration payable therefor, such number of Common Shares as such Participant would have held as a result of such consideration if on the record date thereof the Participant had been the registered holder of the number of Common Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award.
9.1.3 If at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Common Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 9.1.1 or Section 9.1.2 or, subject to the provisions of Section 9.3.1, the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “ Successor Corporation ”), the Participant shall be entitled to receive upon the subsequent exercise or vesting of the Award, in accordance with the terms hereof and shall accept in lieu of the number of Common Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class or other securities of the Corporation or the Successor Corporation (as the case may be) or other consideration from the Corporation or the Successor Corporation (as the case may be) that such Participant would have been entitled to receive as a result of such reclassification, reorganization or other change of shares or, subject to the provisions of 9.3.1, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change of shares or the effective date of such consolidation, merger or amalgamation, as the case may be, such Participant had been the registered holder of the number of Common Shares to which such Participant was immediately theretofore entitled upon such exercise or vesting of such Award.
9.1.4 If, at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation shall make a distribution to all holders of Common Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets of the Corporation (excluding ordinary course dividends declared by the Corporation), or should the Corporation effect any transaction or change having a similar effect, then the price or the number of Common Shares to which the Participant is entitled upon exercise or vesting of an Award shall be adjusted to take into account such distribution, transaction or change. The Board shall determine the appropriate adjustments to be made in such circumstances in order to maintain the Participants’ economic rights in respect of their Awards in connection with such distribution, transaction or change.
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9.1.5 No fractional Common Share shall be delivered to a Participant under the Plan. Any fractional Common Share entitlement shall be satisfied by the payment of an amount in cash equal to such fractional Share entitlement multiplied by the Market Value on the applicable Settlement Date.

9.2 Amendment or Discontinuance of the Plan

9.2.1 The Board may amend the Plan or any Award at any time without the consent of the Participants provided that such amendment shall:
(a) not adversely alter or impair any Award previously granted except as permitted by the provisions of Article 9;
(b) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Exchange; and
(c) be subject to shareholder approval, where required by law, the requirements of the Exchange or the provisions of the Plan, provided that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to:
- (i) any amendment to the vesting provisions, if applicable, or assignability provisions of Awards;
- (ii) any amendment to the expiration date of an award that does not extend the terms of the Award past the original date of expiration for such Award;
- (iii) any amendment regarding the effect of termination of a Participant’s employment or engagement;
- (iv) any amendment which accelerates the date on which any Award may be exercised under the Plan;
- (v) any amendment to the definition of “Eligible Participant”;
- (vi) any amendment necessary to comply with applicable law or the requirements of the Exchange or any other regulatory body;
- (vii) any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;
- (viii) any amendment regarding the administration of the Plan;
- (ix) any amendment to add or amend provisions permitting for the granting of cash-settled awards, a form of financial assistance or clawback; and
- (x) any other amendment that does not require the approval of the holders of
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Common Shares pursuant to the amendment provisions of the Plan.

The Board may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions hereof concerning the effect of termination of the Participant’s employment or engagement shall not apply for any reason acceptable to the Board.

9.2.2 Notwithstanding Section 9.2.1(c), the Board shall be required to obtain shareholder approval to make the following amendments:
(a) any reduction in the exercise price of an Option held by an Insider;
(b) any amendment which extends the expiry date of any Award held by an Insider, or the Unit Restriction Period of any Units held by an Insider beyond the original expiry date, except in case of an extension due to a Black-Out Period;
(c) any amendment removing or exceeding the Insider participation limit;
(d) any amendment to remove or exceed the Eligible Director participation limit;
(e) any change to the maximum number of Common Shares issuable from treasury under the Plan, except such increase by operation of Section 2.4 and in the event of an adjustment pursuant to Article 9; or
(f) any amendment to the amendment provisions of the Plan,

provided that (i) Common Shares held directly or indirectly by Insiders benefiting from the amendments in Sections 9.2.2(a), (b) and (c) shall be excluded when obtaining such shareholder approval; and (ii) Common Shares held directly or indirectly by Insiders where the amendment will disproportionately benefit such Insiders over other Award holders shall be excluded when obtaining such shareholder approval.

9.2.3 The Board may, subject to regulatory approval, discontinue the Plan at any time without the consent of the Participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Plan.

9.3 Change of Control

9.3.1 Change of Control. In the event of and in connection with a transaction that would constitute a Change of Control, notwithstanding anything else in this Plan but subject to the specific terms of any Grant Agreement to the contrary and the approval of the Exchange, if required, the Board shall have the right, in its discretion, to deal with any or all Award (or any portion thereof) issued under this Plan in the manner it deems fair and reasonable in the circumstances of the Change of Control. Without limiting the generality of the foregoing, in connection with a Change in Control, the Board, without any action or consent required on the part of any Participant, shall have the right to:
(a) determine that the Awards, in whole or in part and whether vested or unvested, shall remain in full force and effect in accordance with their terms after the Change of Control;
(b) provide for the conversion or exchange of any or all Awards (or any portion
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thereof, whether vested or unvested) into or for options, rights, units or other securities in any entity participating in or resulting from a Change of Control;

(c) cancel any unvested Awards (or any portions thereof) without payment of any kind to any Participant;
(d) accelerate the vesting of outstanding Awards;
(e)
provide for outstanding Awards to be purchased;
(f) accelerate the date by which any or all Awards or any portion thereof, whether vested or unvested, must be exercised either in whole or in part;
(g) deem any or all Awards or any portion thereof, whether vested or unvested (including those accelerated pursuant to this Plan) to have been exercised in whole or in part, tender, on behalf of the Participant, the underlying Common Shares that would have been issued pursuant to the exercise of such Awards to any third party purchaser in connection with the Change of Control, and pay to the Participant on behalf of such third party purchaser an amount per underlying Common Share equal to the positive difference between the Change of Control price of the Common Shares and the applicable exercise price; or
(h) take such other actions, and combinations of the foregoing actions or any other actions permitted under this Section 9.3.1, as it deems fair and reasonable under the circumstances.

9.4 Settlement of RSUs and PSUs during a Black-Out Period

Notwithstanding any other provision of this Plan, in the event that a RSU Settlement Date or a PSU Settlement Date falls during a Black-Out Period or other trading restriction imposed by the Corporation, then such RSU Settlement Date or PSU Settlement Date shall be automatically extended to the tenth (10[th] ) Business Day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed.

==> picture [65 x 9] intentionally omitted <==

MISCELLANEOUS

10.1 Use of an Administrative Agent and Trustee

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the holdings of the respective Awards, vesting periods, Performance Criteria and Participants.

10.2 Tax Withholding

10.2.1 Notwithstanding any other provision of this Plan, all distributions, delivery of Common Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable
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source deductions and other applicable withholding taxes or other required deductions (“ Applicable Taxes ”). If the event giving rise to the Applicable Taxes involves an issuance or delivery of Common Shares, then the Applicable Taxes may be satisfied by (a) having the Participant elect to have the appropriate number of such Common Shares underlying an Award sold by the Corporation’s transfer agent and registrar, any trustee appointed by the Corporation pursuant to Section 10.1 or broker, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.

10.3 Reorganization of the Corporation

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

10.4 Governing Laws

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

10.5 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

10.6 Language

Each Participant agrees with the Corporation that this Plan and all agreements, notices, declarations and documents accessory to the Plan be drafted in English only. Chaque participant consent avec la société à ce que ce Plan ainsi que toutes conventions, avis, déclarations et documents afférents au Plan soient rédigés en anglais seulement.

10.7 Effective Date of the Plan

The Plan was approved by the Board on November 3, 2022 and approved by its shareholders on [●], 2022.

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ADDENDUM FOR PARTICIPANTS IN THE UNITED STATES

Capitalized terms used but not defined in this Addendum shall have the same meanings assigned to them in the CENTR Brands Corp. Equity Incentive Compensation Plan (the “ Plan ”).

General

This Addendum includes additional terms and conditions that govern the Plan and Awards if the Participant works or resides in the United States or is otherwise a taxpayer to the United States.

The information contained herein is general in nature and may not apply to the Participant’s particular situation. As a result, the Corporation is not in a position to assure the Participant of any particular result. Accordingly, the Participant is strongly advised to seek appropriate professional advice as to how the relevant laws may apply to the Participant’s individual situation.

Section 409A and Section 457A of the Internal Revenue Code

With respect to Awards subject to Section 409A or Section 457A of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the “ Code ”), the Plan is intended to be exempt from or otherwise to comply with the requirements of Section 409A and Section 457A of the Code and the provisions of the Plan and any Grant Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A and Section 457A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award is ambiguous such that an interpretation of the provision would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted so as to avoid frustrating or conflicting with this intent. If an amount payable under an Award as a result of the Participant ceasing to be an Eligible Participant (other than due to death) at a time when the Participant is a “specified employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s Termination Date, except as permitted under Section 409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated as a right to a payment or series of payments that is separate from the right to any other payments payable under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any applicable Grant Agreement is not warranted or guaranteed, and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A or Section 457A of the Code.

Incentive Stock Options

“Incentive Stock Option” means an option representing the right to purchase Common Shares from the Corporation, granted pursuant to Article 3 of the Plan, that meets the requirements of Section 422 of the Code.

Subject to adjustment as provided in Article 10 of the Plan and without limiting Article 2.4.1 of the Plan, the maximum number of Common Shares available for issuance with respect to Incentive Stock Options shall equal such number of Common Shares equal to 10% of the Common Shares issued and outstanding from time to time.

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Terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code shall be subject to the following terms and conditions, with such additional restrictions or changes as the Committee determines are appropriate but not in conflict with Section 422 of the Code and the relevant regulations and rulings of the Internal Revenue Service:

Recipients. Incentive Stock Options may be granted only to employees of the Corporation or of a parent or subsidiary corporation (as defined in Section 424 of the Code).

Exercise Price. Immediately before the Incentive Stock Option is granted, if the Participant owns directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

a. 10% or less of the total combined voting power of all classes of stock of the Corporation or an Affiliate, the Exercise Price per share of the Common Shares covered by each Incentive Stock Option shall not be less than 100% of the Market Value per share of the Common Shares on the grant date of the Incentive Stock Option; or
b. More than 10% of the total combined voting power of all classes of stock of the Corporation or an Affiliate, the Exercise Price per share of the Common Shares covered by each Incentive Stock Option shall not be less than 110% of the Market Value per share of the Common Shares on the grant date of the Incentive Stock Option.

Term of Option. For Participants who own:

c. 10% or less of the total combined voting power of all classes of stock of the Corporation or an Affiliate, each Incentive Stock Option shall terminate not later than the tenth anniversary of the grant date or at such earlier time as the Grant Agreement may provide; or
d. More than 10% of the total combined voting power of all classes of stock of the Corporation or an Affiliate, each Incentive Stock Option shall terminate not later than the fifth anniversary of the grant date or at such earlier time as the Grant Agreement may provide.

Limitation on Annual Vesting. The Grant Agreements shall restrict the amount of Incentive Stock Options which may vest and become exercisable in any calendar year (under this or any other plan of the Corporation or an Affiliate pursuant to which Incentive Stock Options are awarded) so that the aggregate Market Value (determined on the grant date for each Incentive Stock Option) of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant in any calendar year does not exceed $100,000. To the extent that the aggregate Market Value of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Corporation and any Affiliate) exceeds $100,000, such Options shall be treated as non-qualified options. For purposes of determining whether the $100,000 vesting limitation is exceeded, Incentive Stock Options shall be taken into account in the order in which they were granted.

Termination of Incentive Stock Option. If a Participant ceases to be an Eligible Participant, an Incentive Stock Option shall cease to be excisable (i) if the Participant ceases to be an Eligible Participant because of the Participant’s death or because the Participant becomes Disabled, no later than the one year anniversary of the date the Participant ceases to be an Eligible Participant; and (ii) if the Participant ceases to be an Eligible Participant for any reason other than for “Cause”, resignation, death or after becoming Disabled, no later than 90 days following the date the Participant ceases to be an Eligible Participant.

Payment of Exercise Price. Notwithstanding any provision of Section 8 of the Plan, the Committee shall accept only such payment on exercise of an Incentive Stock Option as is also permitted by Section 422 of

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the Code.

Disqualifying Disposition. Each Participant who receives Incentive Stock Options must notify the Corporation in writing immediately after the Participant makes a Disqualifying Disposition of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option. A “Disqualifying Disposition” is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Common Shares before the later of (A) two years after the date the Participant was granted the Incentive Stock Option, and (B) one year after the date the Participant acquired Common Shares by exercising the Incentive Stock Options except as otherwise provided in Section 424(c) of the Code. If the Participant dies before the Common Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur after the date of the Participant’s death.

Conversion of Incentive Stock Options to Non Qualified Options. The Committee, at the written request of a Participant, may in its discretion take such actions as may be necessary to convert the Participant’s Incentive Stock Options (or any portions thereof) that have not been exercised on the date of conversion into non-qualified options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the Participant is an Employee of the Corporation or an Affiliate at the time of such conversion. At the time of such conversion, the Committee (with the consent of the Participant) may impose such conditions on the exercise of the resulting non-qualified options as the Committee in its discretion may determine, provided that the conditions are consistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s Incentive Stock Options converted into nonqualified options, and no such conversion shall occur until and unless the Committee takes appropriate action. The Committee, with the consent of the Participant, may also terminate any portion of any Incentive Stock Options that has not been exercised at the time of the conversion.

Change of Control

For any Award that provides for accelerated distribution on a Change of Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change of Control does not also constitute a change in the ownership or effective control of the Corporation, or in the ownership of a substantial portion of the Corporation’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change of Control but instead shall vest as of such Change of Control and shall be distributed on the scheduled payment date specified in the applicable Grant Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.

Termination or Cessation of Employment

With respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Participant will cease to be an Eligible Participant upon the occurrence of the Participant’s “separation from service” (as such term is defined under Section 409A of the Code).

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APPENDIX “B”

CENTR BRANDS CORP.

AUDIT COMMITTEE CHARTER

1. Purpose

The Audit Committee (the “ Committee ”) is a standing committee of the Board of Directors (the “ Board ”) of CENTR Brands Corp. (the “ Corporation ”) appointed as required by National Instrument 52-110 - Audit Committees (“ NI 52-110 ”). Its purpose is to assist the Board in fulfilling its oversight responsibilities for (i) the integrity of the Corporation’s financial statements, (ii) the Corporation’s compliance with legal and regulatory requirements, and (iii) the qualifications and independence of the auditor of the Corporation (the “ external auditor ”).

2. Authority

The Committee has authority to conduct or authorize investigations into any matter within its scope of responsibility. It is empowered to:

(a) Recommend to the Board the public accounting firm to be nominated for appointment by the Corporation’s shareholders as the external auditor, including the external auditor’s compensation, and oversee the work of the external auditor. The external auditor will report directly to the Committee.
(b) Resolve any disagreements between management and the external auditor regarding financial reporting.
(c) Pre-approve permitted non-audit services performed by the Corporation’s external auditor.
(d) Retain independent counsel, accountants, or others to advise the Committee or assist in its duties and to set and pay their applicable compensation.
(e) Meet with the Corporation’s officers, external auditor or outside counsel, as necessary and communicate directly with the Corporation’s shareholders.
(f) Delegate authority, to the extent permitted by applicable law, to one or more designated members of the Committee, including the authority to pre-approve all permitted non-audit services, provided that such decisions are reported to the full Committee at its next scheduled meeting.

3. Composition

(a) The Committee must consist of at least three directors, as determined by resolution of the Board from time to time.
(b) The Compensation, Nominating & Corporate Governance Committee, when established, will recommend to the Board applicable directors for appointment to the Committee and the Chair of the Committee.
(c) If and whenever a vacancy exists on the Committee, the remaining members may exercise all of its powers so long as there continue to be at least three members on the Committee. If at any time a vacancy exists on the Committee that the Board is required to fill, the Board may appoint a new member to fill such vacancy by ordinary resolution of the Board.
(d) The majority of the members of the Committee shall be independent, as that term is defined in NI 52-110 and in accordance with applicable corporate and securities laws and stock exchange rules.
(e) Each Committee member must be financially literate as defined in NI 52-110. The Board or the Committee may, from time to time, establish policies limiting the number of audit committees which Committee members may be appointed to.

4. Meetings

(a) The Committee must meet at least four times per year, and at least annually, privately, with each of management and the external auditor.
(b) The greater of two members or 50% of the members of the Committee shall constitute a quorum. All resolutions of the Committee shall be made by a majority of its members present at a meeting duly called and held. All Committee members are expected to attend each meeting, in person or by telephone or video conference. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held.
(c) The Committee may invite such officers, directors and employees of the Corporation as it deems necessary or advisable from time to time to attend meetings of the Committee and assist in the discussion and consideration of the duties of the Committee.
(d) The time at which and place where the meetings of the Committee shall be held and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee. Following a Committee meeting, the Committee Chair shall report on the Committees’ activities to the Board at the next Board meeting. The Committee must keep and approve minutes of its meetings in which shall be recorded all action taken by it, which minutes must be made available to the Board as soon as practicable after each meeting of the Committee.

5. Chair

The Chair of the Committee has the powers and responsibilities set forth in Schedule “A” hereto.

6. Responsibilities

The Committee must:

(a) Review significant accounting and reporting issues and understand their impact on the financial statements, including but not limited to:
(i) complex or unusual transactions and highly judgmental areas; major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles;
(ii) any significant variances with comparative reporting periods; and
(iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation.
(b) Review analyses prepared by management and/or the external auditor relating to significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of the selection or application of the Corporation’s accounting principles.
(c) Review compliance with covenants under any loan agreements.
(d) Review disclosure requirements for commitments and contingencies.

(e) Review with management and the external auditor the results of the audit, including any difficulties encountered. This review will include any restrictions on the scope of the external auditor’s activities or on access to requested information, any significant disagreements with management, and adjustments raised by external auditors, whether or not included in the financial reports.
(f) Review and discuss the annual audited financial statements and quarterly financial statements with management and the external auditor, including the Corporation’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), including the discussion of critical accounting estimates included therein.
(g) Review and recommend to the Board for approval, prior to public disclosure, the annual and quarterly financial statements, MD&A and annual and interim profit or loss press releases.
(h) Review disclosures made by the Chief Executive Officer and the Chief Financial Officer during the certification process about significant deficiencies or material weakness in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the Corporation’s internal controls and, if applicable, understand the basis upon which the certifying officers concluded that any particular deficiency or combination of deficiencies did or did not constitute a material weakness.
(i) Review and recommend to the Board for approval, prior to public disclosure, financial information and earnings guidance provided externally, including to analysts and rating agencies if applicable. This review may be general (i.e., the types of information to be disclosed and the type of presentations to be made).
(j) Satisfy itself that adequate procedures are in place, and periodically assess the adequacy of those procedures, for the review of any public disclosure of financial information extracted or derived from the financial statements, other than the statements themselves, the MD&A or the press releases referred to above.
(k) Annually review and assess the Corporation’s policies in effect from time to time, including its, Disclosure and Confidentiality Policy and Insider Trading and Reporting Policy and make recommendations to the Board.

7. Internal Control

The Committee shall also:

(a) Consider the effectiveness of the Corporation’s system for internal control over financial reporting, including information technology security and control.
(b) Review the scope of the external auditor’s review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses.
(c) Review the external auditor’s management letters and management’s responses to such letters.
(d) As requested by the Board, discuss with management and the external auditor the Corporation’s identifiable risks arising from any financial, operational or other deficiencies, the adequacy and effectiveness of the Corporation’s accounting and financial controls relating thereto, and the steps management has taken to monitor and control identified risks.
(e) Annually review the Corporation’s disclosure controls and procedures, including any significant deficiencies in, or material non-compliance with same, and the steps management has taken to monitor and control such deficiencies or instances of non-compliance.

8. External Audit

The Committee shall also:

(a) Review the external auditor’s proposed audit scope and approach.
(b) Review the performance of the external auditor. Annually review the report of the external auditor on matters required to be communicated to the Committee under Section 5135 (auditors’ responsibility to consider fraud) and Section 5751 (communications with those having oversight responsibility for the financial reporting process-independence) of the Canadian Institute of Chartered Accountants handbook.
(c) Report any conclusions with respect to the external auditor to the Board.
(d) Establish and periodically assess the Corporation’s hiring policies for partners, employees and former partners and employees of the current or prior external auditor.
(e) At least once per year, meet privately with the external auditor to discuss any matters that the Committee or the external auditor believes should be discussed privately.
(f) Review and pre-approve, in accordance with NI 52-110, any non-audit services, provided by the Corporation’s external auditor, taking into consideration whether the delivery of non-audit services will interfere with the independence of the auditors. The pre-approval of non-audit services may be further delegated to one or more independent members of the Committee, provided that said preapproval is presented to the Committee at its first scheduled meeting following such approval. The pre-approval requirement is satisfied with respect to the provision of de minimis non-audit services if:
(i) the aggregate amount of all such non-audit services provided to the Corporation which were not pre-approved constitutes not more than 5% of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the non-audit services are provided;
(ii) the services were not recognized by the Corporation or its subsidiaries, at the time of the engagement, to be non-audit services; and
(iii) the 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 to whom authority to grant such approvals has been delegated by the Committee.
(g) The Committee may from time to time establish specific pre-approval policies and procedures in accordance with NI 52-110.

9. Compliance

The Committee shall also:

(a) Annually review the effectiveness of the Corporation’s system of monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.
(b) Establish and periodically assess the adequacy of procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees regarding questionable accounting or auditing matters.
(c) Review findings of any examinations by regulatory agencies, and any external auditor’s observations made regarding those findings.

(d) Review the process for communicating the Code of Business Ethics to Corporation personnel, and for monitoring compliance therewith.

10. Reporting Responsibilities

The Committee shall also:

(a) Report to the Board about Committee activities and issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the Corporation’s external auditor and internal controls over financial reporting.
(b) Review any other reports the Corporation issues that relate to Committee responsibilities.
(c) Liaise with the external auditor and the Board to ensure that any material issues that have arisen related to compliance and governance have been addressed and that appropriate actions have been identified and undertaken to mitigate the issues identified.
(d) The Committee shall at least annually evaluate its own performance and the contents of this Charter, including Schedule “A” attached hereto, and recommend to the Board such changes to the Charter as the Committee deems appropriate.

11. Other responsibilities

The Committee shall also:

(a) Discuss with management the Corporation’s major polices with respect to risk assessment and risk management.
(b) Perform other activities related to this Charter as requested by the Board.
(c) Institute and oversee special investigations as required with respect to the discharge of the Committee’s duties hereunder.
(d) Ensure appropriate disclosure of this Charter as may be required by applicable law.

Schedule “A”

CENTR Brands Corp.

Audit Committee Chair Description

In addition to the duties and responsibilities set out in the bylaws and any other applicable charter, mandate or position description, the chair (the “ Chair ”) of the Audit Committee (the “ Committee ”) of CENTR Brands Corp. has the duties and responsibilities described below.

Provide overall leadership to enhance the effectiveness of the Committee, including:
(a) overseeing the structure, composition, membership and activities delegated to the Committee;
(b) chairing every meeting of the Committee and encouraging free and open discussion at the meeting of the Committee;
(c) scheduling and setting the agenda for Committee meetings with input from other Committee members, the Chair of the Board and management as appropriate;
(d) facilitating the timely, accurate and proper flow of information to and from the Committee;
(e) arranging for management, internal personnel, external advisors and others to attend and present at Committee meetings as appropriate;
(f) arranging sufficient time during Committee meetings to fully discuss agenda items;
(g) encouraging Committee members to ask questions and express viewpoints during meetings, and
(h) taking all other reasonable steps to ensure that the responsibilities and powers of the Committee, as outlined in its Charter, are well understood by the Committee members and executed as effectively as possible.
Foster ethical and responsible decision making by the Committee and its individual members.
Encourage the Committee members to meet separately from the scheduled Committee meetings to ensure that all members have an opportunity to be fully informed of information that will be addressed by the Committee during the meeting.
Following each meeting of the Committee, report to the Board on the activities, findings and any recommendations of the Committee.
Carry out such other duties as may reasonably be requested by the Board.

AI assistant

CENTR Brands Corp. — AGM Information 2022

47065_rns_2022-11-10_b1e2bb9a-1fad-4c2f-bac6-2d6f4996c10c.pdf

CENTR BRANDS CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

PLEASE READ THIS IMPORTANT NOTICE

NOTICE-AND-ACCESS

Websites Where Meeting Materials Are Posted:

How to Obtain Paper Copies of the Meeting Materials

CENTR BRANDS CORP.

CSE: CNTR

INFORMATION CIRCULAR FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 13, 2022

PURPOSES OF SOLICITATION

NOTICE-AND-ACCESS

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO NON-REGISTERED SHAREHOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

OR

Voting by Non-Registered Holders at the Meeting

Attendance at the Hybrid Meeting

VOTING OF PROXIES

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

STRUCTURE OF THE CORPORATION

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Notes:

BUSINESS TO BE TRANSACTED AT THE MEETING

1. Financial Statements

2. Number of Directors

3. Election of Directors

Majority Voting for Election of Directors

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

4. Appointment of Auditors

5. Approval of the Equity Incentive Plan

Introduction

The New Plan

Options

DSUs

RSUs

PSUs

SARs

Adjustments

Amendments

Change of Control

Resolution

“ BE IT RESOLVED THAT :

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

Compensation Governance

Compensation Components

Base Salaries

Benchmarking

Annual Incentive Compensation and Benefits

Equity-Based Compensation

Restrictions on Hedging

Summary Compensation Table

Incentive Plan Awards

Outstanding Awards

Exercise of Compensation Securities

Pension Plan Benefits

Termination and Change of Control Benefits

Director Compensation

Director Compensation – Outstanding Awards

Director Compensation - Incentive Plan Awards – Value Vested or Earned During the Year

MANAGEMENT AGREEMENTS

CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE

Board of Directors

Composition and Independence

Other Directorships

Meeting Attendance

Board Mandate

(a) Overseeing Stakeholder Communication

Establishing Strategic Goals, Performance Objectives and Operational Policies

(c) Delegating Management Authority

(d) Monitoring Risk, Compliance and Corporate Performance

(e) Developing Board Processes

Board Committees

Audit Committee

Compensation Committee

CENTR Brands Corp. AGM Information 2022