DGTL HOLDINGS

801 – 1 Adelaide Street East Toronto, Ontario, Canada M5C 2V9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE is hereby given that the Annual General and Special Meeting of the common shareholders (the “Common Shareholders”) and preferred shareholders (the “Preferred Shareholders”) of DGTL Holdings Inc. (the "Company"), to be held at the offices of Garfinkle Biderman LLP (1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9) on July 11, 2025 (the “Meeting”) at 11:00 a.m. (Eastern Time).

The Common Shareholders are entitled to vote at the Meeting virtually or by proxy, with each Common Share entitling the holder thereof to one (1) vote with respect to:

To elect Directors for the ensuing year;
To re-appoint Zeifmans LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
To consider and, if thought advisable, pass an ordinary resolution of disinterested shareholders to re-approve the Company’s Long Term Omnibus Incentive Equity Plan, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
To consider and, if thought advisable, pass an ordinary resolution of disinterested shareholders to approve the proposed private placement of 1,050,000 common shares in the capital of the Company (the “Common Shares”) for aggregate gross proceeds of up to $52,500 (the "Private Placement"). The Private Placement may be structured as a direct sale of Common Shares at $0.05 per Common Share or indirectly through the issuance of Series A preferred shares in the capital of the Company (the “Preferred Shares”) convertible into Common Shares on the basis of fifteen (15) Preferred Shares for one (1) Common Share. Each unit of fifteen (15) Preferred Shares would be offered at a price of $0.05 per unit. The offering may consist of Common Shares, Preferred Shares, or any combination thereof, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
To consider and, if thought advisable, pass an ordinary resolution of disinterested shareholders to approve the proposed debt settlement of $437,500 of existing debt owing to certain creditors by way of issuance of an aggregate of approximately 8,750,000 Common Shares at a deemed price of $0.05 per Common Share (the “Debt Settlement”), as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
To consider and, if thought advisable, pass a special resolution to approve the amendment to the articles of the Company to convert all its issued and outstanding series A convertible preferred shares (the “Preferred Shares”) into Common Shares, on the basis of fifteen (15) Preferred Shares into one (1) Common Share, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting;
To consider and, if thought advisable, pass a special resolution to approve the amendment to the articles of the Company cancel the Preferred Shares as a class in the capital of the Company authorized for issuance after the completion of the proposed Debt Settlement, Private Placement and the conversion of its issued and outstanding Preferred Shares into Common Shares, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting; and
To transact such other business as may properly be transacted at such meeting or at any adjournment thereof.

The Preferred Shareholders are entitled to vote at the Meeting virtually or by proxy, with each Preferred Share entitling the holder thereof to one (1) vote, solely with respect to:

To consider and, if thought advisable, pass a special resolution to approve the amendment to the articles of the Company to convert all its issued and outstanding Preferred Shares into Common Shares, on the basis of fifteen (15) Preferred Shares into one (1) Common Share, as more particularly described in the accompanying information circular prepared for the purposes of the Meeting.

If you are unable to attend the Annual General and Special Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed herewith and then complete and return the proxy within the time set out in the Notes. As set out in the Notes, the enclosed Proxy is solicited by Management, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Toronto, Ontario, this June 12, 2025, By Order of the Board of Directors

DGTL HOLDINGS INC.

"John David Belfontaine"

John David Belfontaine

CEO, Chairman

DGTL HOLDINGS

801 – 1 Adelaide Street East

Toronto, Ontario, Canada M5C 2V9

MANAGEMENT INFORMATION CIRCULAR

Containing information as at June 12, 2025, unless otherwise noted.

SOLICITATION OF PROXIES

Solicitation of Proxies by Management

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by the management of DGTL Holdings Inc. (the “Company” or the “Corporation”) for use at annual general and special meeting of the holders of the common shares (the “Common Shares”) in the capital of the Company (the “Common Shareholders”) and the holders of the series A convertible preferred shares (“Preferred Shares”, and together with the Common Shares, the “Shares”) in the capital of the Company (the “Preferred Shareholders” and together with the Common Shareholders, the “Shareholders”) (and any adjournment thereof) to be held at the offices of Garfinkle Biderman LLP (1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9) on July 11, 2025 (the “Meeting”) at 11:00 a.m. (Standard Eastern Time) for the purposes set forth in the accompanying notice of annual general and special meeting of shareholders (the “Notice of Meeting”) and any adjournment thereof.

Costs and Manner of Solicitation

While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone, facsimile or electronically by the directors and regular employees of the Company 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 other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares and Preferred Shares of the Company. All costs of solicitation will be borne by the Company.

RECORD DATE

The board of directors of the Company (the “Board” or the “Board of Directors”) has fixed May 27, 2025, as the record date (the “Record Date”) for the purpose of determining the Shareholders entitled to receive the Notice of Meeting and to vote at the Meeting. Each Common Shareholder is entitled to one vote for each Common Share held and shown as registered in such holder’s name on the list of the Common Shareholders prepared as of the close of business on the Record Date. Each Preferred Shareholder is entitled to one vote for each Preferred Share held and shown as registered in such holder’s name on the list of the Preferred Shareholders prepared as of the close of business on the Record Date. The list of the Shareholders will be available for inspection during usual business hours at the principal office of the Company’s transfer agent, Endeavor Trust Corporation, in Vancouver, British Columbia (the “Transfer Agent”) and will also be available for inspection at the Meeting.

VOTING IN PERSON AT THE MEETING

Each registered Shareholder, whose name has been provided to the Company’s Transfer Agent, will appear on a list of Shareholders prepared by the registrar and transfer agent for purposes of the Meeting. To vote in person at the Meeting, each registered Shareholder will be required to register for the Meeting by identifying themselves at the registration desk. Non-registered beneficial shareholders (other than NOBOs) must appoint themselves as a proxyholder to vote in person at the Meeting. Also see “Non-Registered Holders” below.

APPOINTMENT OF PROXYHOLDERS

If a registered Shareholder cannot attend the Meeting but wishes to vote on the resolutions, the registered Shareholder should sign, date and deliver the enclosed form of proxy (the “Proxy”) to the Company’s Transfer Agent, Suite 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4 so it is received no later than 11:00 a.m. (EST) on July 9, 2025. The individuals named (the “Management Nominees”) in the accompanying Proxy are officers and/or directors of the Company. IF YOU ARE A SHAREHOLDER ENTITLED TO VOTE AT THE MEETING, YOU HAVE THE RIGHT TO APPOINT A PERSON OR COMPANY OTHER THAN EITHER OF THE PERSONS DESIGNATED IN THE PROXY, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND ACT FOR YOU AND ON YOUR BEHALF AT THE MEETING. YOU MAY DO SO EITHER BY STRIKING OUT THE NAMES OF THE MANAGEMENT NOMINEES AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE PROXY OR BY COMPLETING AND DELIVERING ANOTHER SUITABLE FORM OF PROXY. A Shareholder giving a proxy has the right to attend the Meeting, or appoint someone else to attend as his or her proxy at the Meeting and the proxy submitted earlier can be revoked in the manner described under “Revocation of Proxies”.

If your Shares are held in physical form (i.e. paper form) and are registered in your name, then you are a registered Shareholder. However, if, like most Shareholders, you keep your Shares in a brokerage account, then you are a beneficial Shareholder. The manner for voting is different for registered and beneficial Shareholders. The instructions below should be read carefully by all Shareholders.

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders may choose one of the following options to submit their proxy:

(a) completing, dating and signing the enclosed form of Proxy and returning it to the Company’s Transfer Agent, ENDEAVOR TRUST CORPORATION, SUITE 702 - 777 HORNBY STREET, VANCOUVER, BC, V6Z 1S4 by mail, by hand or by fax at 604-559-8908. In all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used; or

(b) use the internet through the website of the Company’s transfer agent at www.eproxy.ca. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the control number and the password.

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used.

NON-REGISTERED SHAREHOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are “non-registered” Shareholders because the Shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other

intermediary or in the name of a clearing agency. Shareholders who do not hold their Shares in their own name (referred to herein as “Beneficial Shareholders”) should note that only Registered Shareholders may vote at the Meeting. If the Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in such Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS Inc. (the registration name for CDS Clearing and Depository Services Inc., which company acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

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

This Information Circular and accompanying materials are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder and the Company or its transfer agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. There are two kinds of Beneficial owners – those who object to their name being made known to the issuers of securities which they own (called “OBOS” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).

The Company is taking advantage of the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to directly deliver proxy-related materials to its NOBOs. As a result NOBOs can expect to receive a proxy form from the Transfer Agent. These proxy forms are to be completed and returned to the Transfer Agent by facsimile. In addition, the Transfer Agent provides internet voting as described on the proxy form itself which contains complete instructions for voting at the Meeting with respect to the shares represented by the proxy forms, they receive.

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions. Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Shares at the Meeting, and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting, and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Shares voted at the Meeting and to vote your Shares at the Meeting.

IF YOU ARE A NON-REGISTERED OWNER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE REFER TO THE INSTRUCTIONS SET OUT ON THE “REQUEST FOR VOTING INSTRUCTIONS” (“VIF”) THAT ACCOMPANIES THIS INFORMATION CIRCULAR.

The Company has not adopted the notice and access procedure described in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to distribute its proxy-related materials to the registered Shareholders and Beneficial Shareholders.

All references to Shareholders in this Information Circular and the accompanying form of Proxy and Notice of Meeting are to Registered Shareholders unless specifically stated otherwise.

VOTING OF PROXIES

The Shares represented by a properly executed Proxy in favour of persons proposed by Management as proxyholders in the accompanying form of Proxy will:

(a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken; and

(b) where a choice with respect to any matter to be acted upon has been specified in the form of Proxy, be voted in accordance with the specification made in such Proxy.

ON A POLL SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of Proxy when properly completed and delivered and not revoked confers discretionary authority upon the person appointed Proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of Proxy to vote in accordance with their best judgment on such matters or business.

At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter which may be presented to the Meeting.

REVOCATION OF PROXIES

A Shareholder who has given a Proxy may revoke it by an instrument in writing executed by the Shareholder or by his attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of the Company, and delivered to the registered office of the Company at 1 Adelaide Street East, Suite 801, Toronto, Ontario M5C 2V9 (Attention: John David Belfontaine, CEO) at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of Common Shares without par value of which, 10,642,071 Common Shares are issued and outstanding as at the Record Date. In addition, the Company is authorized to issue an unlimited number of Preferred Shares, of which 3,499,262 Preferred Shares are issued and outstanding as at the Record Date.

Any holder of Common Shares of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a form of Proxy in the manner and subject to the provisions described above shall be entitled to vote or to have his/her/its Shares voted at the Meeting.

Any holder of Preferred Shares of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a form of Proxy in the manner and subject to the provisions described above shall be entitled to vote, separately as a class, at the Meeting on the amendments to the articles of the Company.

The presence in person or by proxy of not less than two (2) persons who are, or who represents by proxy, one or more shareholders who, in the aggregate, holds at least 1% of the issued shares entitled to be voted at the meeting of shareholders is necessary to constitute a quorum of shareholders. On a show of hands, every holder of Shares who is present and is entitled to vote as a Shareholder or as a representative of one or more corporate Shareholders will have one vote, and on a poll every Shareholder present in person or represented by a Proxy and every person who is a representative of one or more corporate Shareholders, will have one vote for each Share registered in that Shareholder's name on the list of Shareholders as at the Record Date, which is available for inspection during normal business hours at the offices of Equity and will be available at the Meeting. Shareholders represented by Proxy holders are not entitled to vote on a show of hands.

To the knowledge of the directors and senior officers of the Company, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, except as follows:

Name of Common Shareholder and Municipality of Residence	Number of Common Shares Owned, Controlled or Directed	% of the Outstanding Common Shares
John David Belfontaine
Ontario, Canada	1,779,312^{1}	16.72%

Notes:

(1) Mr. Belfontaine owns 1,736,579 Common Shares directly and 42,733 Common Shares through Prime Wire Media Inc., a corporation that Mr. Belfontaine has controlling interest over.

Name of Preferred Shareholder and Municipality of Residence	Number of Preferred Shares Owned, Controlled or Directed	% of the Outstanding Preferred Shares^{1}
Thomas Jessiman
Colorado, United States	1,298,158	37.10%
Joel Wright
New York, United States	657,360	18.79%
Maven III LLC
Colorado, United States	629,008	17.98%

Notes:
(1) Calculated based on 3,499,262 Preferred Shares issued and outstanding as at June 12, 2025.

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

No director or executive officer of the Company, or any person who has held such a position during financial year ended May 31, 2025, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than: (i) the resolution re-approving the Omnibus Long-Term Incentive Plan (the "LTIP Resolution"); (ii) the resolution approving the private placement (the "Private Placement Resolution"; (iii) the resolution approving the issuances of Common Shares pursuant to a debt settlement (the "Debt Settlement Resolution"); and (iv) the resolution approving the conversion of certain Preferred Shares into Common Shares (the "Preferred Share Conversion Resolution").

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Company's corporate governance policy and audit committee practices are set out in Schedule "A" attached hereto.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING BEFORE THE COMMON SHAREHOLDERS

To the knowledge of the board of directors of the Company, the only matters to be brought before in the Meeting before the Common Shareholders are those matters set forth in the accompanying Notice of Meeting of Common Shareholders.

Re-Appointment of Auditor

At the Meeting, the Common Shareholders will be asked to consider, and if thought fit, to pass, with or without variation, the resolution re-appointing Zeifmans LLP, Chartered Professional Accountants, of 201 Bridgeland Avenue, Toronto, Ontario, M6A 1Y7, Canada as the auditors of the Company, for the financial year ending May 31, 2025, as an ordinary resolution, subject to such amendments, variations, or additions as may be approved at the Meeting. Zeifmans LLP was first appointed as auditors of the Company on August 5, 2022.

The Board recommends that Common Shareholders vote FOR the re-appointment of Zeifmans LLP as auditors of the Company and authorizing the directors to fix the auditor's remuneration. To be effective, the resolution requires the affirmative vote of at least a majority of the votes cast by the Common Shareholders present in person, or represented by proxy, and entitled to vote at the Meeting. Unless the Common Shareholder directs that his or her Common Shares are to be voted against the resolution, the persons named in the Proxy intend to vote FOR the re-appointment of Zeifmans LLP as auditors of the Company.

Election of Directors

The Company currently has three (3) directors, and the term of each of the Company's present directors expires at the close of the Meeting. Both of the current directors of the Company, and one additional individual, whose names are set out below, have been nominated by the Board for election as directors at the Meeting.

Majority Voting Requirement

Effective August 31, 2022, the Act was amended to require majority voting for uncontested director elections. This amendment to the Act requires that any nominee for director who receives a greater number of "against" or "withhold" votes than "for" votes with respect to his or her election will not be elected as a director. However, if an incumbent director is not elected by a majority of "for" votes at the Meeting, he or she will still be permitted to remain as a director until the earlier of: (a) the 90th day after the day of the election; or (b) the day on which their successor is appointed or elected. This amendment applies only to uncontested elections, which are elections in which the number of nominees for director is equal to the number of positions available on the Board of Directors.

At the Meeting, it is proposed that the nominees set out herein be elected as directors of the Company. Each director elected will hold office until the next annual meeting of Common Shareholders or until such person's successor is elected or appointed, unless such person's office is earlier vacated in accordance with the by-laws of the Company, or with the provisions of the Canada Business Corporations Act (the "Act"). Each of the persons named below will be presented to the Common Shareholders for election at the Meeting as management's nominees and unless such authority is withheld, the persons named in the enclosed form of proxy will vote FOR the election of each of the nominees whose names are set forth below. No class of shareholders of the Company has the right to elect a specified number of directors or to cumulate their votes for directors.

The following table sets out the names of the nominees for election as directors, the municipality in which each is ordinarily resident, all offices of the Company now held by each of them, their present principal occupation or employment, the period of time for which each has been a director of the Company, and the number of Common Shares of the Company or any of its subsidiaries beneficially owned by each, directly or indirectly, or over which control or direction is exercised, as at the date thereof. The Company has an audit committee (the "Audit Committee"), the members of which are also identified below.

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Principal Occupation	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled
John David Belfontaine(1)(2)
CEO, Director
Ontario, Canada	Mr. Belfontaine is a corporate consultant operating in Ontario.	August 31, 2019	1,779,312
16.72 %(2)
George Kovalyov (1)
Director
British Columbia, Canada	Mr. Kovalyev is a chartered accountant.	November 18, 2022	150,000
(1.41%)
Bruce Lev(1)
Connecticut, USA	Mr. Lev is a practicing attorney	N/A	46,411
(0.42%)(3)

Information as to voting shares beneficially owned, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective nominees individually.

(1) Member of the Audit Committee.
(2) Mr. Belfontaine owns 1,736,579 Common Shares directly and 42,733 Common Shares through Prime Wire Media Inc., a corporation that Mr. Belfontaine has controlling interest over.
(3) Mr. Lev owns 6,141 Common Shares directly and 672,953 Common Shares through Loeb Holding Corporation.

Biographies of Proposed Directors

The biographies of Mr. Belfontaine and Mr. Kovalyov can be found in the management information circular dated October 14, 2022, on the Company’s System for Electronic Document Analysis and Retrieval Plus page (“SEDAR+”) at www.sedarplus.ca. The biography for Mr. Lev is furnished below.

Mr. Lev is the current Managing Director of Loeb Holding Corporation with over 30 years of experience in the global capital markets. Mr. Lev is the former Vice Chairman and Director of USCO Logistics (which was sold to global freight forwarder Kuhne & Nagel in 2001) and former Executive Vice President of Corporate and Legal Affairs of Micro Warehouse Inc. (NASDAQ: MWHS). Mr. Lev also serves as a former director of the Roper Organization. Mr. Lev is also a former Vice Chairman of AirDat, LLC, and a former board member of Integral Systems Inc. (NASDAQ:ISYS). Mr. Lev also served as a former board member and Audit Committee Chairman of VirtualScopics, Inc. (NASDAQ: VSCP). Mr. Lev is on the board and member of multiple committees of Intersections Inc. (NASDAQ:INTX). Mr. Lev is a Graduate of Wesleyan University in Middletown, CT, and University of Virginia School of Law.

Cease Trade Orders, Penalties and Sanctions and Bankruptcies

Details of Cease Trade Order

Other than as disclosed herein, no proposed director of the Company is, or within 10 years before the date hereof, has been: (a) a director, chief executive officer or chief financial officer of any company (including the Company) that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (b) a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

Details of Penalties and Sanctions

Other than as disclosed herein, no proposed director of the Company has been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

On September 9, 2022, Mr. Belfontaine entered into a settlement agreement with the British Columbia Securities Commission (BCSC) in respect of a Notice of Hearing alleging that Phivida Holdings Inc. (and Mr. Belfontaine, as a representing Officer and Director at the time) acquiesced to ensure that an article published by a third party marketing company included a disclaimer that disclosed that it was disseminated on behalf of Phivida Holdings Inc. The marketing company and its principals later admitted failure to include necessary disclaimers in numerous client publications in contravention to section 52(2) of the Securities Act. Accordingly, Mr. Belfontaine, settled on acquiesce prior to the hearing and paid a $10,000 fine. Mr. Belfontaine has no history of securities regulatory disciplinary proceedings prior to, or since, the circumstances surrounding the settlement. DGTL Holdings Inc. was not named in the Notice of Hearing, nor has the Company ever employed the third party marketing company or its principals.

Bankruptcies

No proposed director of the Company has, within the 10 years before the date hereof, 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.

3. Re-Approval of the Omnibus Long-Term Incentive Plan

At the Meeting, disinterested Common Shareholders will be asked to consider and, if deemed advisable, to pass with or without variation the LTIP Resolution subject to such amendments, variations or additions as may be approved at the Meeting, re-approving the Omnibus Long-Term Incentive Plan (the "LTIP"). A copy of the full text of the LTIP is attached as Schedule "B" to this Circular and a summary is provided in this Circular under the subheading, Statement of Executive Compensation - Long Term Incentive Plan and Stock Appreciation Rights. Pursuant to TSX Venture Exchange ("TSXV") Policy 4.4 – Security Based Compensation, disinterested shareholder approval means approval by a majority of the votes cast by all shareholders, excluding votes attached to Shares beneficially owned by Insiders, of the Company, to whom Awards may be granted and their associates. To the knowledge of the Company, such persons hold an aggregate of 214,667 Common Shares, representing 2.0% of the issued and outstanding Common Shares as of the Record Date.

The Common Shareholders approved the LTIP at the Company's last annual general and special meeting, on July 30, 2024, as a means to grant various share-based awards to Participants (as defined herein). The form of the LTIP may be amended in order to satisfy the requirements or requests of any regulatory authorities or the TSXV without further approval of the Common Shareholders. The LTIP is hybrid plan: "10% rolling stock option plan up to 10% and other fixed up to 10%" plan. The TSXV requires annual shareholder approval of such plan, which is why the LTIP resolution is being put to disinterested Common Shareholders.

Text of the Ordinary Resolution

The text of the LTIP Resolution, anticipated by the Board to be in substantially the following form, subject to modifications deemed appropriate by the Board, is as follows:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE COMMON SHAREHOLDERS THAT:

the Omnibus Long-Term Incentive Plan originally approved by the Shareholders on October 14, 2022 (the "LTIP"), in the form attached as Schedule "B" to the management information circular of the Company dated June 12, 2025, is hereby confirmed, ratified and approved, and the Company has the ability to grant awards under the LTIP until the Company's next annual meeting.
The awards to be issued under the LTIP, and all unallocated awards under the LTIP, be and are hereby approved.
The board of directors of the Company (the "Board") is hereby authorized to make such amendments to the LTIP from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the Board, in its sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the LTIP, the approval of the Common Shareholders.
Any one director or officer of the Company is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as, in the opinion of such director or officer of the Company, may be necessary or desirable to carry out the terms of the foregoing resolutions."

The LTIP Resolution will only come into force if it is passed by a majority of the votes cast by the disinterested Common Shareholders present or represented by proxy at the Meeting. Management recommends the approval of the LTIP resolution. Management recommends a vote "FOR" the approval of the foregoing resolution. In the absence of a contrary instruction, the persons designated by management of the Company in the enclosed proxy intend to vote FOR the approval of the foregoing resolution.

Approval of Private Placement

At the Meeting, disinterested Common Shareholders will be asked to consider and, if deemed advisable, approve the private placement of 1,050,000 Common Shares at $0.05 per Common Share for aggregate gross proceeds of up to $52,500 (the "Private Placement").

The Private Placement may be structured as a direct sale of Common Shares at $0.05 per Common Share or indirectly through the issuance of Preferred Shares convertible into Common Shares on the basis of fifteen (15) Preferred Shares for one (1) Common Share. Each unit of fifteen (15) Preferred Shares would be offered at a price of $0.05 per unit. The offering may consist of Common Shares, Preferred Shares, or any combination thereof. The Preferred Shares accrue dividends at a rate of 4% per annum, are non-participating, non-voting, and automatically convert, inclusive of accrued dividends, into Common Shares on August 4, 2025.

The Private Placement will be to raise funds for general working capital and to reduce liabilities from the Company's financial position. Once complete, the Company will then proceed to identify opportunities for transacting with privately held assets in a business combination to be determined at a future date. Prospective merger and acquisition opportunities with active business operations will be prioritized to satisfy a continuous listing requirement and graduation from the NEX to the TSXV. The Private Placement will include a convertible Preferred Share offering with an annual dividend feature.

Section 5.2 of the NEX policies, shareholder approval of a private placement is required if: (a) a listed company proposes to issue more than 100% of its outstanding shares in any 12 month period; and (b) a new "Control Person" is created. Pursuant to the policies of the NEX, a "Control Person" is any person, or a combination of persons, that holds or controls more than 20% of the outstanding common shares of an issuer.

At the Meeting, disinterested Common Shareholders will be asked to approve the Private Placement Resolution because the Company anticipates that the number of Shares issued pursuant to the Private Placement, along with the proposed Debt Settlement (as defined herein) will be more than 100% of the outstanding Shares in a 12-month period and will result in Mr. Belfontaine becoming a Control Person of the Company. Accordingly, for the purposes of the Private Placement, 1,929,312 Common Shares beneficially owned or controlled by the Associates and Affiliates of Messr. Belfontaine, Foster and Kovalyov will be excluded from the calculation of the vote in connection with the Private Placement and Shares for Debt. Mr. Foster does not beneficially own or control any ownership of the Corporation. It is not anticipated that any related party of the Company will participate in the Private Placement.

Text of the Ordinary Resolution

The text of the Private Placement Resolution, anticipated by the Board to be in substantially the following form, subject to modifications deemed appropriate by the Board, is as follows:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

in accordance with the policies of the NEX, the Company be and hereby is authorized to issue the following Shares:

(a) up to 1,050,000 Common Shares, which may be offered through the sale of Common Shares directly or indirectly through the sale of 15,750,000 Preferred Shares, on the basis of fifteen (15) Preferred Shares being convertible into one (1) Common Share, resulting in the issuance of up to 1,050,000 underlying Common Shares if only Preferred Shares are issued, or such number of Common Shares as may otherwise be issued directly or through any combination of the foregoing, pursuant to the Private Placement, all as more particularly described in the Company's management information circular dated

June 12, 2025; and

any one director or officer of the Company is hereby authorized, for and on behalf of the Company, to execute and deliver all such further agreements, documents and instruments and to do all such other acts and things as such director or officer may determine to be necessary or advisable for the purpose of giving full force and effect to the provisions of this resolution, the execution and delivery by such director or officer of any such agreement, document or instrument or the doing of any such act or thing being conclusive evidence of such determination."

Disinterested Common Shareholders may vote FOR or AGAINST the Private Placement Resolution. In order for the Private Placement Resolution to be effective, it must be approved by a resolution passed by a majority of the votes cast by disinterested Common Shareholders present in person or represented by proxy at the Meeting.

Management of the Corporation recommends that disinterested Common Shareholders vote IN FAVOUR of the Private Placement Resolution. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the approval of the Private Placement Resolution at the Meeting.

5. Approval of Debt Settlement

Management of the Company is proposing to settle an aggregate of $437,500 (the "Debt Settlement") of existing debt owing to certain creditors by way of issuance of an aggregate of approximately 8,750,000 Common Shares at a deemed price of $0.05 per Common Share.

Under Section 5.2 of the NEX Policies and Sections 6.2(k) of TSXV Policy 4.4 – Security Based Compensation, the Company is required to obtain disinterested shareholder approval of the Shares issued pursuant to the Debt Settlement for the following reasons:

Section 5.2 of the NEX Policies – The proposed issuance of Common Shares in connection with the Debt Settlement combined with the Private Placement exceeds 100% of the currently issued and outstanding Common Shares of the Company, and will result in the creation of a new Control Person (as defined by the Exchange), which triggers a requirement for shareholder approval; and
TSXV Policy 4.4, Section 6.2 (k) – In connection with the non-arm's length parties, the deemed value of the listed shares to be issued by the Company must not exceed $5,000 per month per Person and must not exceed $10,000 per month in the aggregate. As the Debt Settlement exceeds these limits, disinterested shareholder approval is required before implementing the transaction.

Prime Wire Media Inc., which is controlled by Mr. John David Belfontaine, a director of the Company, is owed an aggregate of $350,000 (the "Belfontaine Debt"). The Belfontaine Debt is owed pursuant to the employment agreement made between the Company and Mr. Belfontaine. The Company and Mr. Belfontaine have agreed, subject to the receipt of the disinterested Common Shareholder approval and the approval of the NEX, to settle the Belfontaine Debt by way of issuance of 7,000,000 Common Shares (the "Belfontaine Settlement Shares") at a deemed price of $0.05 per Common Share. Upon completion of the Debt Settlement and Private Placement, Mr. Belfontaine will hold 8,779,312 Common Shares, representing approximately 42.95% of the issued and outstanding Common Shares. As a result, Mr. Belfontaine will become a Control Person of the Company.

Mr. Christopher Foster, the Chief Financial Officer of the Company, is also owed an aggregate of $62,500, pursuant to accrued management fees. The Company and Mr. Foster have agreed, subject to the receipt of the Common Shareholder approval and the approval of the Exchange, to settle the $62,500 by way of issuance of 1,250,000 Common Shares at a deemed price of $0.05 per share. On completion of the Debt Settlement and Private Placement, Mr. Foster will hold 1,250,000 Common Shares, representing approximately 6.11% of the issued and outstanding Common Shares of the Company.

Mr. George Kovalyov, a director of the Company, is also owed an aggregate of $25,000, pursuant to director services provided to the Company from May 2022 to May 2025. The Company and Mr. Kovalyov have agreed, subject to the receipt of the Common Shareholder approval and the approval of the Exchange, to settle the $25,000 by way of issuance of 500,000 Common Shares at a deemed price of $0.05 per share. On completion of the Debt Settlement and Private Placement, Mr. Kovalyov will hold 650,000 Common Shares, representing approximately 3.18% of the issued and outstanding Common Shares of the Company.

Multilateral Instrument 61-101

The Debt Settlement would also constitute a “related party transaction” for the purposes of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Securityholders (“MI 61-101”). Mr. Belfontaine, Mr. Foster, and Mr. Kovalyov, are each deemed to be a “related party” of the Company under MI 61-101 as Mr. Belfontaine is the CEO and Chairman of the Company, as well as a 10% securityholder, Mr. Foster is the CFO of the Company, and Mr. Kovalyov is a director of the Company. The Company is relying on the exemptions from the formal valuation requirement set out in Sections 5.5(g) and 5.7(1)(e) Financial Hardship of MI 61-101, as the Company is in a situation of serious financial difficult and the Debt Settlement is designed to improve the financial position of the Company.

Board Approval of the Debt Settlement

After consideration of all relevant circumstances, the Board (with directors Messrs. Belfontaine, Lev, and Kovalyov abstaining) has approved the Debt Settlement and has determined that the Debt Settlement is in the best interests of the Company.

The Debt Settlement will reduce the indebtedness of the Company and improve its financial condition. Among other factors considered by the Board in approving the Debt Settlement:

(i) The Debt Settlement will significantly reduce the Company’s outstanding debt;
(ii) There are few material conditions to closing other than receipt of the required Shareholder Approval and required Exchange approval; and
(iii) The Debt Settlement is subject to disinterested Shareholder Approval.

The management and the Board identified and considered a number of potential risk factors relating to the Debt Settlement in its deliberations, including, but not limited to: (i) the concentration of share ownership in Messrs. Belfontaine, Foster, and Kovalyov or their affiliates and dilution to existing shareholders; (ii) the fact that Messrs. Belfontaine, Foster, and Kovalyov or their affiliates may have the ability (via their respective majority share ownership position) to determine the directors of the Board; and (iii) the risks associated with the Debt Settlement not being completed. The management and the Board believed that any possible adverse effects or risks were more than outweighed by the potential benefits of the Debt Settlement.

Common Shareholder Approval Requirement

At the Meeting, disinterested Common Shareholders will be asked to approve the Debt Settlement Resolution. Accordingly, for the purposes of the Debt Settlement Resolution, the Excluded Shares will not be included, in accordance with the policies of the TSXV and the NEX. Accordingly, for the purposes of the Debt Settlement, 1,929,312 Common Shares beneficially owned or controlled by the Associates and Affiliates of Messrs. Belfontaine, Foster and Kovalyov will be excluded from the calculation of the vote in connection with the Private Placement and Shares for Debt.

Text of the Ordinary Resolution

The text of the Debt Settlement Resolution, anticipated by the Board to be in substantially the following form, subject to modifications deemed appropriate by the Board, is as follows:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

in accordance with the policies of the Exchange, the Company be and hereby is authorized to issue

(b) approximately 8,750,000 Common Shares in the capital of the Company pursuant to Debt Settlement, or such other number as may be approved by the Exchange;

all as more particularly described in the Company’s management information circular dated June 12, 2025; and

any one director or officer of the Company is hereby authorized, for and on behalf of the Company, to execute and deliver all such further agreements, documents and instruments and to do all such other acts and things as such director or officer may determine to be necessary or advisable for the purpose of giving full force and effect to the provisions of this resolution, the execution and delivery by such director or officer of any such agreement, document or instrument or the doing of any such act or thing being conclusive evidence of such determination.”

Disinterested Common Shareholders may vote FOR or AGAINST the Debt Settlement Resolution. In order for the Debt Settlement Resolution to be effective, it must be approved by a resolution passed by a majority of the votes cast by disinterested Common Shareholders present in person or represented by proxy at the Meeting.

Management of the Corporation recommends that disinterested Common Shareholders vote IN FAVOUR of the Debt Settlement Resolution. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the approval of the Debt Settlement Resolution at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING BEFORE THE PREFERRED AND COMMON SHAREHOLDERS

To the knowledge of the board of directors of the Company, the only matters to be brought before the Meeting of Preferred Shareholders and Common Shareholders are those matters set forth in the accompanying Notice of Meeting of Preferred Shareholders and Common Shareholders.

1. Amendment to the Articles of the Corporation to Convert All Preferred Shares into Common Shares

Background

In an effort to complete the capital restructuring process, the management of the Corporation will put forth a motion to amend the articles to convert all Preferred Shares to Common Shares subject to approval by the preferred shareholders. Management believes this exercise provides the company with the flexibility required to continue to improve the company's capital structure in order to solicit and attract new merger and acquisition candidates for a prospective future transaction.

The business rationale behind the proposed amendment to convert all Preferred Shares to Common Shares is to limit the significant dilution created from the accumulative dividend on the Preferred Shares. If the Preferred Shares are converted under the current provisions, this would significantly increase the number of outstanding Common Shares. Such conversion could be materially dilutive to existing shareholders, particularly if the accrued dividends on the Preferred Shares are factored into the calculation of conversion. As a result, the Corporation could face substantial dilution of its current equity base, which and could negatively affect shareholder value.

The increase in the number of outstanding shares, particularly when combined with accrued dividends, can result in significant ownership changes, which could be perceived as unfair or disproportionate to existing shareholders. Additionally, the accrued dividends on the Preferred Shares could substantially increase the number of Common Shares issued upon conversion, further worsening the dilutive impact.

The management of the Corporation has reviewed the share structure of the Corporation and has determined that the Preferred Shares lack liquidity and ability to vote to indicate their position on corporate issues. The Board of Directors

of the Corporation feels that the conversion of all Preferred Shares to Common Shares will increase liquidity and capitalization. In addition, the Board of Directors is of the opinion that due to the size of the Corporation, its management and corporate structure is not sufficient to maintain all of the various classes of Preferred Shares.

The Board of Directors recognizes that if the Preferred Shares are converted under the current provisions, it may pose risks related to shareholder equity dilution and the potential negative impact on the Company’s share price, particularly if large quantities of shares are issued all at once. As such, the Company is seeking Preferred Shareholder approval to convert the Preferred Shares.

Preferred Shares

The Preferred Shares accrue dividends at a rate of 4% per annum, are non-participating, non-voting, and automatically convert, inclusive of accrued dividends, into Common Shares on August 4, 2025.

The conversion of the Preferred Shares into Common Shares will be on a 15:1 basis, consistent with the Corporation’s 15:1 share consolidation of Common Shares recently completed on August 23, 2024.

Proposal

The Board of Directors have approved the filing of an amendment to the Articles of the Corporation pursuant to the Act to provide for the exchange of the preferred shares to common shares on the following basis:

b. 15 Preferred Shares for each 1 Common Share.

If the Preferred Shares are exchanged for Common Shares in accordance with the above, then the 3,499,262 Preferred Shares that are issued and outstanding, together with up to an additional 15,750,000 Preferred Shares that may be issued pursuant to the Private Placement, would be exchanged for an aggregate of between 233,284 Common Shares (if no Preferred Shares are issued pursuant to the Private Placement) and 1,283,284 Common Shares (if 15,750,000 Preferred Shares are issued pursuant to the Private Placement). The Common Shares will be issued at a deemed price of $0.05 per Common Share. The holders of the Preferred Shares are currently, and are anticipated to be as at the effective date of the exchange, entirely held by arm’s-length shareholders.

Effect on Dividends

Upon conversion of the Preferred Shares into Common Shares, all rights to receive accrued and future dividends on the Preferred Shares shall be terminated. Holders of Preferred Shares will no longer be entitled to any dividend payments declared or accruing on the Preferred Shares, whether or not such dividends have been declared prior to the Effective Date. Following the conversion, the rights of the holders shall be governed solely by the rights attached to the Common Shares.

Shareholder Approval

Under the provisions of the Act, an amendment to the Articles of the Corporation (the “Amendment”) must be approved by a special resolution which is a resolution passed by a majority of not less than 2/3 of the votes cast by the shareholders who voted in respect of that resolution. Please see the “Preferred Share Conversion Resolution” below.”

Regulatory Approvals

Under the Act, once the resolutions are passed, the Corporation must then file an amendment to the articles.
The Corporation must obtain the approval of the Exchange to issue additional Common Shares and to effect the Amendment.

Once the resolutions are passed, an amendment to the Articles of the Corporation will be filed, when accepted by the Act (the “Effective Date”) and the Exchange. All of the preferred shares will be cancelled and the Corporation’s transfer agent will be instructed to issue common shares to the preferred shareholders in accordance with the plan of

exchange outlined above.

Dissent Rights

Preferred Shareholders of the Corporation may exercise rights to dissent with respect to the preferred shares held by them in connection with the amendment of the Articles of the Corporation, in the manner set forth in Section 190 of the Act (the “Act Dissent Procedures”). Preferred Shareholders who duly exercise the Act Dissent Procedures (which shall only be exercised as to all of the preferred shares held by such holder) and who are ultimately entitled to be paid fair value for their preferred shares, shall be deemed to have transferred their preferred shares to the Corporation, as the case may be, for cancellation immediately prior to the amendment of the Articles of the Corporation.

The following is a brief summary of Section 190 of the Act, the full text of which is attached to this circular as Schedule “C”.

A dissenting shareholder is required to send a written objection to the amendment to the Articles of the Corporation to the Corporation at or prior to the Corporation’s annual and special meeting. The execution or exercise of a proxy, or if a vote against the amendment to the Articles of the Corporation is adopted by the shareholders, the Corporation must so notify the dissenting shareholder who is then required, within 20 days after receipt of such notice (or if the dissenting shareholder does not receive such notice, within 20 days after the dissenting shareholders learns of the adoption of the amendment to the Articles of the Corporation), to send to the Corporation a written notice containing the dissenting shareholder’s name and address, the number of shares in respect of which the dissenting shareholder dissents and demand for payment of the fair value of such shares, and within 30 days after sending such written notice, to send to the Corporation, the appropriate certificates or evidence of ownership of such shares. If the proposal contemplated in the amendment to the Articles of the Corporation becomes effective, the Corporation is required to determine the fair value of the shares and make a written offer to pay such amount to the dissenting shareholder. If such offer is not made or not accepted, either party may apply to the court to fix the fair value of the shares. There is no obligation on the Corporation to apply to the Court. If any application is made by either party, the dissenting shareholder will be entitled to be paid the amount fixed by the Court which may be greater or less than the value of shares prior to the amendment to the Articles of the Corporation.

Notwithstanding the foregoing, the Corporation is not permitted to make a payment to a dissenting shareholder if there are reasonable grounds for believing that:

a. the Corporation is, or after the payment would be, unable to pay its liabilities as they become due;
or
c. the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities.

All notices to the Corporation pursuant to section 190 of the Act should be addressed to the Corporation and sent to 801 – 1 Adelaide Street East, Toronto, Ontario, Canada M5C 2V9; Attention: The Corporate Secretary.

The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting Preferred Shareholder who seeks payment of the fair value of dissenting Preferred Shareholders’ shares. Section 190 of the Act requires strict adherence to the procedures established therein, and failure to do so may result in a loss of a dissenting Preferred Shareholder’s dissent rights. Accordingly, each Preferred Shareholder who desires to exercise dissent should carefully consider and comply with the provisions of that section.

Preferred Share Conversion Resolution

At the Meeting, the Preferred and Common Shareholders will be asked to consider and, if deemed advisable, approve the amendment of the Corporation’s articles to convert all of the Preferred Shares issued and outstanding (the “Preferred Share Conversion Resolution”) authorizing the Board to elect, in its sole discretion, to file Articles of Amendment giving effect to the amendments. The Preferred Share Conversion Resolution is a special resolution and, as such, requires approval by not less than 66 2/3% of the votes cast by the Preferred Shareholders and not less than

66 2/3% of the votes cast by the Common Shareholders at the Meeting, each voting separately as a class. The Preferred Shareholders and Common Shareholders must separately approve the resolution by a two-thirds majority. The full text of the Preferred Share Conversion Resolution is as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the Articles of the Company be amended by:

(a) changing the outstanding preferred shares of the Corporation that being preferred shares into fully paid and non-assessable common shares of the Corporation on the basis of:

i. For fifteen (15) preferred shares to convert into one (1) common share of the Corporation.

(b) Where this determination results in a fraction of a common share to be issued to a shareholder the number of common shares issued to that shareholder shall be rounded down to the next whole number of common shares where the fraction is .5 or less and shall be rounded up to the next whole number of common shares where the fraction is more than .5.

This resolution shall not become effective until, in addition to being passed by a special resolution by the holders of common shares pursuant to the provisions of section 173 and 176 of the Canada Business Corporations Act, it has been passed by a vote of the holders of at least two-thirds of the preferred shares present in person or represented by proxy at a meeting of the holders of preferred shares as a class.
Despite the foregoing provisions the board of directors of the Corporation may revoke this special resolution before it is implemented, without further approval of the shareholders; and
Any one director or officer of the Company be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Company, to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Board unanimously recommends a vote in favour of the Preferred Share Conversion Resolution. The persons named in the accompanying Form of Proxy (if named and absent contrary directions) intend to vote the Preferred and Common Shares represented thereby FOR the Preferred Share Conversion Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING BEFORE THE COMMON SHAREHOLDERS

To the knowledge of the board of directors of the Company, the only matters to be brought before the Meeting of the Common Shareholders are those matters set forth in the accompanying Notice of Meeting of the Common Shareholders. For clarity, no separate class vote of the holders of Preferred Shares is required as there will be no Preferred Shares outstanding at the time the amendment is effected.

Amendment to the Articles of the Corporation to Cancel Preferred Shares

At the Meeting, the Common Shareholders will be asked to consider and approve, with or without variation, a special resolution authorizing an amendment to the Corporation's articles of incorporation pursuant to subsection 39(6) of the Act, to amend to the Corporation's Articles to cancel the Preferred Shares as a class in the capital of the Corporation authorized for issuance after the completion of the Debt Settlement, and Private Placement, and the conversion of all the issued and outstanding Preferred Shares into Common Shares (the "Share Capital Amendment Resolution").

Rationale for Cancelling the Preferred Shares as a Class

Assuming the Share Capital Amendment Resolution is approved by the Preferred Shareholders, the Corporation will promptly cancel all of the Preferred Shares as a class in the capital of the Corporation. As the Corporation does not intend to issue additional Preferred Shares or create an additional series of Preferred Shares, the Board believes it is prudent to amend the Articles to cancel such securities as a class and series available for issuance.

Share Capital Amendment Procedure

If the Share Capital Amendment Resolution is approved by the Preferred Shareholders, the Corporation, after the completion of the Debt Settlement and conversion of the issued and outstanding Preferred Shares into Common Shares, will promptly file articles of amendment pursuant to the Act to amend its Articles. The cancellation of the Preferred Shares as a class in the capital of the Corporation authorized for issuance from the Articles will become effective on the date shown in the certificate of amendment issued pursuant to the Act.

Share Capital Amendment Resolution

At the Meeting, the Common Shareholders will be asked to consider and, if deemed advisable, approve the amendment of the Corporation's articles to cancel all of the Preferred Shares issued and outstanding after the completion of the proposed financing, Debt Settlement, and conversion of all issued and outstanding Preferred Shares into Common Shares (the "Share Capital Amendment Resolution") authorizing the Board to elect, in its sole discretion, to file Articles of Amendment giving effect to the amendments. The Share Capital Amendment Resolution is a special resolution and, as such, requires approval by not less than 66 2/3% of the votes cast by the Common Shareholders at the Meeting. The full text of the Share Capital Amendment Resolution is as follows:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the subject to and conditional on approval of the Debt Settlement, the Private Placement and the conversion of preferred shares into Common Shares, the articles (the "Articles") of the Corporation be amended to cancel the provisions of the Preferred Shares of the Corporation as a series of such class, in the capital of the Corporation;
any director or officer of the Corporation be and is hereby authorized, for and on behalf of the Corporation, to file or cause to be filed articles of amendment and all other requisite documents with all applicable regulatory authorities at such time as the board of directors determines to implement the amendment;
This resolution shall not become effective until it has been passed by a special resolution by the holders of Common Shares pursuant to the provisions of section 173 and 176 of the Canada Business Corporations Act;
Despite the foregoing provisions the board of directors of the Corporation may revoke this special resolution before it is implemented, without further approval of the shareholders;
Providing that after giving effect to the provisions of above, the authorized capital of the Corporation shall consist of a class of common shares unlimited in number; and
Any one director or officer of the Company be, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Company, to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing."

The Board unanimously recommends a vote in favour of the Share Capital Amendment Resolution. The persons named in the accompanying Form of Proxy (if named and absent contrary directions) intend to vote

the Common Shares represented thereby FOR the Share Capital Amendment Resolution unless otherwise instructed on a properly executed and validly deposited proxy.

STATEMENT OF EXECUTIVE COMPENSATION

Executive Compensation

For the purposes of this Information Circular, a Named Executive Officer (“NEO”) of the Company means each of the following individuals:

(a) a chief executive officer (“CEO”) of the Company;

(b) a chief financial officer (“CFO”) of the Company;

(c) each of the Company’s three most highly compensated executive officers of the Company including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 as determined in accordance with subsection 1.3(6) of Form 51-102F6, for the fiscal year ended May 31, 2025; and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity at the fiscal year ended May 31, 2025.

For the year ended May 31, 2025, the Company’s NEOs were as follows:

(a) John Belfontaine; and
(b) Christopher Foster.

Compensation Discussion and Analysis

The Company does not have a formal compensation program. The general objectives of the Company’s compensation strategy are to: (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management’s interests with the long-term interests of shareholders; (c) provide a compensation package that is proportionate with other junior companies in the advertising technology sector to enable the Company to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a junior company without a history of earnings.

The Board ensures that total compensation paid to all NEOs is fair and reasonable. The Board relies on the experience of its members as officers and directors of other junior mining companies in assessing compensation levels. The Company’s process for determining executive compensation will be done on a case by case basis and will involve discussion by the Board of the factors the Board deems relevant to each case. There are not expected to be any formally defined objectives, benchmarks, criteria and analysis that will be used in all cases.

The Company has not placed a restriction on the purchase by its NEOs or other employees of financial instruments (including pre-paid variable forward contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly by the NEO or employee. To the Company’s knowledge, none of the NEOs have purchased any such financial instruments.

The Board has not considered the implications of the risks associated with the Company’s compensation program. The Company intends to formalize its compensation policies and practices and will take into consideration the implications of the risks associated with the Company’s compensation program and how it might mitigate those risks.

Share Based and Option Based Awards

Options are granted by the Board. In monitoring or adjusting the option allotments, the Board takes into account the level of options granted by other junior issuers for similar levels of responsibility and its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objects set for the NEO and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. A maximum number of Common Shares equal to ten percent (10%) of the issued and outstanding Common Shares, from time to time, may be reserved for issuance under the Stock Option Plan provided that options may not be granted to any one individual to purchase in excess of five percent (5%) of the then outstanding Common Shares within a 12-month period (with additional restrictions in respect of options granted to consultants and persons retained to preform investor relations activities). Options issued pursuant to the Stock Option Plan shall have an exercise price determined by the Board, provided that the exercise price shall not be less than the price permitted by the TSXV.

Compensation Governance

The Board has not appointed a Compensation Committee. The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the Company's senior management, with a view to fulfilling its responsibilities concerning executive and director compensation, reviewing director compensation, overseeing the Company base compensation structure and equity-based compensation programs, recommending compensation of the Company's officers and employees and evaluating the performance of officers generally, all in light of the Company's annual goals and objectives.

Director and named executive officer compensation, excluding compensation securities

The following table sets forth the compensation paid by the Company to each NEO and director for the two most recently completed financial years of the Company, excluding options and compensation securities (see "Statement of Executive Compensation – Stock Options and Other Compensation Securities" below):

Name and position	Year	Annual Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Prerequisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
John David Belfontaine CEO, Director & Chairman	2023	$132,744	Nil	Nil	Nil	$36,159	$168,903
	2024	$187,497	Nil	Nil	Nil	$37,560	$225,057
Chris Foster CFO	2023	$67,000	Nil	Nil	Nil	$14,463	$81,463
	2024	$71,500	Nil	Nil	Nil	$19,507	$91,007
George Kovalyov Director	2023	Nil	Nil	Nil	Nil	$14,463	$14,463
	2024	Nil	Nil	Nil	Nil	$19,507	$19,507
David Beck Former Director	2023	$15,000	Nil	Nil	Nil	$14,463	$29,463
	2024	-	-	-	-	-	-
Steven Brown Former Chief Commercial Officer	2023	$433,887	Nil	Nil	Nil	$54,238	$488,125
	2024	-	-	-	-	-	-

Notes:
(1) David Beck resigned as a director on December 28th, 2023.
(2) Steven Brown was terminated on January 15th, 2024.

Stock Options and Other Compensation Securities

During the most recently completed financial year, the following compensation securities were granted to NEOs and directors:

Name and position	Type of Compensation Securities	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
John David Belfontaine CEO, Director & Chairman	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Chris Foster CFO	Nil	Nil	Nil	Nil	Nil	Nil	Nil
George Kovalyov Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
David Beck Former Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Steven Brown Former Chief Commercial Officer	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Exercise of Compensation Securities

During the most recently completed financial year, no compensation securities were exercised by NEOs and/or directors of the Company.

Long Term Incentive Plan and Stock Appreciation Rights

The Company only has in place the LTIP. A summary of the plan is provided below, and the full text of the LTIP is attached as Schedule "B" to this Circular. Below is a summary of the LTIP. A copy of the LTIP is available on the Company's SEDAR+ profile.

Purpose

The purpose of the LTIP is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Company, to reward such of those non-employee directors, employees and consultants as may be granted Awards (as defined below) under the LTIP by the board of directors

from time to time for their contributions toward the long term goals and success of the Company and to enable and encourage such non-employee directors, employees and consultants to acquire common shares as long term investments and proprietary interests in the Company.

Types of Awards

The LTIP provides for the grant of share appreciation rights (“SARs”), DSUs, restricted share units (“RSUs”), performance share units (“PSUs”), restricted shares and other share-based awards (“Other Share-Based Awards”) and together with the SARs, DSUs, RSUs, PSUs and restricted shares, the “Awards”). All Awards will be granted by an agreement evidencing the Award granted under the LTIP (an “Award Agreement”).

Plan Administration

The LTIP will be administered by the board of directors of the Company, which may delegate its authority to any duly authorized committee of the board of directors (the “Plan Administrator”). The Plan Administrator has sole and complete authority, in its discretion, to:

(a) determine the individuals (the “Participants”) to whom grants of Awards under the LTIP may be made and it may not necessarily take into account whether previous grants were made when considering new grants;

(b) make grants of Awards under the LTIP, whether relating to the issuance of Common Shares or otherwise (including any combination of Awards), in such amounts, to such Participants and, subject to the provisions of the LTIP, on such terms and conditions as it determines, including, without limitation: a. the time or times at which Awards may be granted;

(c) the conditions under which: (A) Awards may be granted to Participants; or (B) Awards may be forfeited to the Company, including any conditions relating to the attainment of specified performance goals;

(d) the number of Common Shares to be covered by any Award;

(e) the price, if any, to be paid by a Participant in connection with the purchase of common shares covered by any Awards;

(f) whether restrictions or limitations are to be imposed on the common shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

(g) any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

(h) establish the form or forms of Award Agreements;

(i) cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the LTIP;

(j) construe and interpret the LTIP and all Award Agreements;

(k) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to the LTIP, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

(l) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the LTIP.

Common Shares Available for Awards

Subject to adjustments as provided for under the LTIP, the aggregate number of Shares reserved for issuance: (i) pursuant to Options granted under the LTIP shall not exceed 10% of the Shares issued and outstanding as at the date of grant of the Option; and (ii) pursuant to Awards (other than Options) granted under the Plan shall not exceed 4,524,226 Shares, being 10% of the Shares issued and outstanding as of the Effective Date (as defined in the LTIP). If any Award is cancelled in accordance with the terms of the LTIP or the agreements evidencing the grant, the Common Shares reserved for issue pursuant to such Award will, upon cancellation of such Award, revert to the LTIP and will be available for other Awards. Any Award that is settled through the issuance of Common Shares from treasury shall not be considered cancelled, and that number of Common Shares issued shall not be available for other Awards.

Insider Participation Limit and Other Participation Limits

The aggregate number of Common Shares: (a) issuable to Related Persons (as defined in the LTIP) at any time under all of the Company’s security based compensation arrangements including the Stock Option Plan may not exceed 10% of the Company’s total issued and outstanding Common Shares; and (b) issued to Related Persons within any one-year period, under all of the Company’s security based compensation arrangements including the Stock Option Plan may not exceed 10% of the Company’s total issued and outstanding Common Shares. The aggregate number of Common Shares issuable to any one Participant under all of the Company’s security-based compensation arrangements shall not exceed 10% of the issued and outstanding Common Shares. The aggregate number of Common Shares issuable to Participants who are non-employee directors under the LTIP cannot exceed 1% of our issued and outstanding Common Shares and within any one financial year of the Company the aggregate fair value on the grant date of all Awards granted to any non-employee director under the LTIP or any other security based compensation arrangement of the Company including the Stock Option Plan, cannot exceed $150,000, of which no more than $100,000 may be granted in the form of Options. Notwithstanding the foregoing, the limits will not apply to any DSUs or RSUs granted to non-employee directors in respect of a deferral of their annual retainer or to Awards granted to a new non-employee director upon joining the board of the Company or one of its designated affiliates.

Blackout Period

The exercise or settlement period of Awards shall automatically be extended if the date on which such Award is scheduled to expire falls during a blackout period or within five business days following the expiry of such blackout period. In such cases, unless the delayed expiration would result in tax penalties, the Award will expire 10 business days after the last day of the blackout period.

Description of Awards

Subject to the provisions of the LTIP and such other terms and conditions as the Plan Administrator may prescribe, including with respect to performance and vesting conditions, the Plan Administrator may, from time to time, grant the following types of Awards to any Participant.

Share Appreciation Rights

The Board will be authorized to grant SARs in conjunction with the granting of Options, or on a standalone basis, to any Participant under the LTIP. The vesting terms of the SAR will be set out in the Participant’s Award Agreement. Upon the exercise of a SAR, a Participant will be entitled to receive from the Company, Common Shares with an aggregate Market Price on the date of exercise equal to the product of: (a) the number of SARs exercised; and (b) the amount by which the Market Price of a Common Share on the date of exercise exceeds the Market Price on the grant date. Subject to any accelerated termination provisions set forth in the LTIP, each SAR shall expire on the 10th anniversary of the grant date.

Deferred Share Units

A DSU is a unit equivalent in value to a Common Share that vests upon grant but does not settle until a future date, generally upon termination of service with the Company. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of any compensation that is to be paid in DSUs, as determined by the Plan Administrator, by (b) the Market Price of a Common Share on the grant date.

The Plan Administrator will have the sole authority to determine the settlement terms applicable to the grant of DSUs. Subject to the terms of the LTIP and except as otherwise provided in an Award Agreement, on the settlement date for any DSU, the Participant will redeem each vested DSU for a Common Share, a cash payment, or a combination thereof. If the DSUs are settled for a cash payment, the amount of the cash payment will be equal to the number of DSUs multiplied by the Market Price on the settlement date and the settlement date will be no later than December 31 of the year following the year in which the Participant’s service terminates.

Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, DSUs will be credited with dividend equivalents in the form of additional DSUs as of each dividend payment date in respect of

which normal cash dividends are paid on Common Shares. Dividend equivalents will vest in proportion to the DSUs to which they relate and will be settled in the same manner as the DSUs.

Restricted Share Units

An RSU is a unit equivalent in value to a Common Share that does not vest until after a specified period of time, or satisfaction of other vesting conditions as determined by the Plan Administrator, and which may be forfeited if vesting conditions are not met. Unless otherwise specified by the Plan Administrator, RSUs will vest on the third anniversary of the grant date.

The Plan Administrator will have the sole authority to determine the settlement terms applicable to the grant of RSUs. Subject to the terms of the LTIP and except as otherwise provided in an Award Agreement, on the settlement date for any RSU, the Participant will redeem each vested RSU for a Common Share, a cash payment, or a combination thereof. If the Plan Administrator elects to settle the RSUs in whole or in part in cash, the payment in settlement of such RSUs will be made no later than December 31 of the third calendar year in which the services giving rise to the Award were rendered.

Unless otherwise determined by the Plan Administrator and set forth in the particular Award Agreement, RSUs will be credited with dividend equivalents in the form of additional RSUs as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Dividend equivalents will vest in proportion to the RSUs to which they relate and will be settled in the same manner as the RSUs.

Performance Share Units

A PSU is a unit equivalent in value to a Common Share which does not vest until the achievement of specific performance goals determined by the Plan Administrator. The Plan Administrator will issue performance goals prior to the grant date to which such performance goals pertain. The performance goals may be based upon the achievement of corporate, divisional or individual goals and may be applied based on performance relative to an index or comparator group, or on any other basis determined by the Plan Administrator. The Plan Administrator may modify the performance goals as necessary to align them with the Company's corporate objectives, subject to any limitations set forth in an Award Agreement or other agreement with a Participant. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting of PSUs will occur), all as set forth in the applicable Award Agreement.

Each PSU will consist of a right to receive a Common Share, cash payment, or a combination thereof, upon the achievement of such performance goals during such performance periods as the Plan Administrator may establish. If the Plan Administrator elects to settle the PSUs in whole or in part in cash, the payment in settlement of such PSUs will be made no later than December 31 of the third calendar year in which the services giving rise to the Award were rendered.

Restricted Shares

A restricted share is a fully paid and non-assessable Common Share that is subject to restrictions on transfer and a risk of forfeiture for a period of time, and which shall be held by the Company or its designee in escrow until such time as the restricted period lapses. The Plan Administrator shall have the authority to determine at the time of grant, in its sole discretion, the duration of the restricted period and other restrictions applicable to the restricted Common Shares. Except for the restrictions applicable to the restricted Common Shares, during the restricted period, the holder shall have all the rights and privileges of a holder of Common Shares as to the restricted Common Shares, including the right to vote. However, unless otherwise set forth in a holder's Award Agreement, cash dividends and stock dividends, if any, with respect to the restricted Common Shares shall be withheld by the Company for the holder's account, and shall be subject to forfeiture until released, in each case, to be released at the same time and in the same proportion as the lapse of restrictions on the restricted Common Shares to which such dividends relate. Except as otherwise determined by the Plan Administrator, no interest will accrue or be paid on the amount of any dividends withheld.

Other Share-Based Awards

Each Other Share-Based Award shall consist of a right (a) which is other than an Award or right described above; and (b) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares) as are deemed by the Plan Administrator to be consistent with the purposes of the LTIP; provided, however, that such right will comply with applicable law (including applicable securities laws). Subject to the terms of the LTIP and any applicable Award Agreement, the Plan Administrator will determine the terms and conditions of Other Share-Based Awards.

Cash Settlement Alternative

With respect to Awards other than Restricted Shares, the Participant may elect to complete a cash settlement in lieu of newly-issued Common Shares delivered pursuant to the terms of the Award. The lump sum cash payment shall be equal to the proportion of the Award to be paid in cash a multiplied by the number of Common Shares to be issued pursuant to the Award on the vesting date multiplied by the Market Price of a Common Share on the vesting date. Notwithstanding the Participant’s election, the Company may choose instead to issue Common Shares to the Participant instead of making a lump sum cash payment to the Participant.

Adjustments

In the event of any subdivision or consolidation of Common Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or any merger, arrangement, combination or amalgamation or other transaction or reorganization involving the Company and occurring by exchange of Common Shares, by sale or lease of assets or otherwise, that does not constitute a change in control, the Board will, subject to the required approval of the applicable exchange, determine and authorize the appropriate amendments or replacements of any existing awards and/or the terms of any Award to be made in such circumstances in order to maintain proportionately the rights, value and obligations of the participants in respect of awards under the LTIP, including, without limitation, permitting the immediate vesting of any unvested Awards and immediate lapse of any restricted period.

Effect of Termination on Awards

The following table describes the impact of certain events upon the Participants under the LTIP, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a Participant’s employment agreement, Award Agreement or other written agreement.

Termination for cause – immediate forfeiture of any unexercised Award, whether vested or unvested.

Resignation – forfeiture of any unvested Award.

Termination without cause – Vesting of a portion of any unvested Awards equal to the number of unvested Awards held by the Participant as of the termination date multiplied by a fraction, the numerator of which is the number of days between the grant date and the termination date and the denominator of which is the number of days between the grant date and the date any unvested Awards were originally scheduled to vest, which vested Awards remain exercisable until the earlier of the expiry date of such Award and 60 days after the termination date.

Disability – Vesting of all unvested Awards, which may be exercised until the expiry date of such Award.

Death – 12-month vesting period after death for all unvested Awards. Any SAR or other Award held by the Participant that has not vested as of the Participant’s death and is not due to vest in the 12-month period after the Participant’s death, is immediately forfeited and cancelled as of the Participant’s death.

Retirement – Any Award continues to vest in accordance with its terms and remains exercisable until the earlier of the expiry date and three years after retirement date; if the Participant commences employment following retirement

or breaches any applicable postemployment covenants, any Award held by the Participant that has not been exercised as of such date is immediately forfeited.

Termination of a Directorship – If a director’s term of office is terminated by the Company for breach by the director of his or her fiduciary duty (as determined by the Board in its sole discretion), then any Awards, other than certain DSUs (and related dividend equivalents), held by the director at the termination date are immediately forfeited to the Company. If a director’s term of office terminates for any reason other than death or disability or a breach of his or her fiduciary duty (as determined by the Board in its sole discretion), the Board may, in its sole discretion, at any time prior to or following the termination date, provide for the exercise, vesting or settlement of any or all Awards other than DSUs held by the participant on the termination date. Notwithstanding the foregoing, the Plan Administrator may, in its discretion, permit the acceleration of vesting of any or all Awards or waive termination of any or all Awards, all in the manner and on the terms as may be authorized by the Plan Administrator.

Change in Control

Except as may be set forth in an employment agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant or as set out in the LTIP, the Plan Administrator may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause:

(1) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control (as defined in the LTIP);

(2) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control;

(3) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction net of any exercise price payable by the Participant (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction, the Plan Administrator determines, in good faith, that no amount would have been attained upon the exercise or settlement of such Award or realization of the Participant’s rights net of any exercise price payable by the Participant, then such Award may be terminated by the Company without payment);

(4) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or

(5) any combination of the foregoing.

In taking any of the foregoing actions, the Plan Administrator will not be required to treat all Awards similarly in the transaction.

Non-Transferability of Awards

Except to permitted assigns or otherwise permitted by the Board, the interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise.

Amendment, Suspension or Termination of the LTIP

The Plan Administrator may from time to time, without notice and without approval of the shareholders, amend, modify, change, suspend or terminate the LTIP or any Awards granted pursuant thereto as it, in its discretion, determines appropriate, provided, however, that: (a) no such amendment, modification, change, suspension or

termination may materially impair any rights of a Participant or materially increase any obligations of a Participant under the LTIP without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or requirements on which the Common Shares are listed; (b) any amendment that would cause an Award held by a U.S. taxpayer to be subject to the additional tax penalty under the U.S. Internal Revenue Code will be null and void with respect to the U.S. taxpayer; and (c) amendments to the LTIP shall be subject to any applicable approval of the TSXV.

Without limiting the generality of the foregoing, but subject to the below, the Plan Administrator may, without shareholder approval, at any time or from time to time, amend the LTIP for the purposes of:

(a) any amendments to the general vesting provisions or restricted period of each Award;

(b) any amendment regarding the effect of termination of a participant’s employment or engagement;

(c) any amendments to add covenants of the Company for the protection of Participants, provided that the Plan Administrator must be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants;

(d) any amendments not inconsistent with the LTIP as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Plan Administrator, having in mind the best interests of the Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where a Participant resides, provided that the Plan Administrator must be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Participants; or

(e) any such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Notwithstanding the foregoing and subject to any rules of the TSXV, shareholder approval, excluding shareholders that would receive, or would be eligible to receive, a material benefit from such amendment, modification or change, will be required for any amendment, modification or change that:

(a) increases the percentage of Common Shares reserved for issuance under the LTIP, except pursuant to the provisions in the LTIP which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

(b) increases the limit on Common Shares issuable to non-employee directors;

(d) reduces the exercise price of an Award (for this purpose, a cancellation or termination of an Award of a Participant prior to its expiry date for the purpose of reissuing an Award to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Award) except pursuant to the provisions in the LTIP which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

(e) extends the term of an Award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the Participant or within five business days following the expiry of such a blackout period);

(f) permits Awards to be transferred to a person other than a permitted assign or for normal estate settlement purposes; or

(g) deletes or reduces the range of amendments which require shareholder approval.

Pension Disclosure

The Company does not have and does not intend to implement a pension plan for its directors or NEOs.

Employment, Consulting and Management Agreements

The Company does not have any agreements or arrangements under which compensation was provided during the most recently completed financial year ended May 31, 2025, or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO. There are no agreements containing provisions with respect to change of control, severance, termination, or constructive dismissal that are not disclosed below.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details, as at May 31, 2025, of the number of securities to be issued upon exercise of outstanding options and the remaining securities available for issuance, under equity compensation plans of the Company:

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 ($)	Number of Securities remaining available for Future Issuance under Equity Compensation Plans (#)
Equity compensation plans approved by securityholders	214,667	$0.75	1,913,747
Equity compensation plans not approved by securityholders	-	-	-
Total	214,667	$0.75	1,913,747

Note:
(1) Calculated based on 10,642,071 Common Shares issued and outstanding as at May 31, 2025.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, nominee for election as a director, executive officer, employee or former director, executive officer or employee of the Company or any of its subsidiaries, or any of their associates or other member of management of the Company, was indebted to the Company at any time during financial year ended May 31, 2025 or as at the date thereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Company. To the knowledge of management of the Company, other than as set out in this Information Circular, no informed person or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction during the Company's financial year ended May 31, 2025 or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries other than as set out in a document already disclosed to the public and as except as disclosed in this Information Circular.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound

corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.

The Corporation is committed to ensuring that the Corporation has an effective corporate governance system. The Corporation's current governance practices pursuant to National Instrument 58-101 are specifically set out in Schedule "A" to this Management Information Circular in the form required by Form 58-101F1. The Corporation values diversity, including, without limitation, diversity of experience, perspective, education, race, gender and national origin as part of its overall business strategy. Schedule "A" also includes the diversity disclosure required pursuant to section 172.1 of the Act.

DIVERSITY BOARD

Effective January 1, 2020, amendments were made to the diversity requirements under the Act to require additional disclosure regarding written policies and targets pertaining to the identification and nomination of women, Aboriginal peoples, persons with disabilities and members of visible minorities (collectively, the "Designated Groups"). The Corporation values a diversity of views and experience. When assessing potential candidates for nomination to the Board and for senior management positions, the Board considers gender, national origin, ethnicity, in addition to business skills, and qualifications and career history.

The Corporation has not adopted a specific policy regarding the identification and nomination of Designated Groups for director or senior management positions. The Board recognizes the importance of diversity, including members belonging to the Designated Groups, and is committed to identifying and appointing executive officers who are highly qualified based on their skills, expertise and industry experience. The Corporation is cognizant of external factors such as availability of interested and qualified candidates and the number of vacant senior management positions. Additionally, having the flexibility to appoint qualified candidates when a need arises is important to the operations of the Corporation and such flexibility does not always allow for selecting a candidate based on diversity. It is in light of recognizing external factors and prioritizing flexibility that the Corporation has not adopted specific targets to be achieved for the representation of Designated Groups for senior management positions. It is the Board's view that a balanced set of skills and qualifications overrides specific targets for diversity. The Corporation believes that this approach is what is in the best interests of the Corporation and its shareholders.

As at the Record Date, the Corporation has a total of three (3) directors and one (1) member of senior management. Currently, one of whom is a member of a Designated Group (20%).

ADDITIONAL INFORMATION

Additional information relating to the Company including the Company's audited consolidated financial statements for the completed financial year ending May 31, 2025 can be found under the Company's SEDAR+ profile at www.sedarplus.ca. Financial information is provided in the annual financial statements of the Company and the report of the auditors thereon which will be placed before shareholders at the Meeting. Copies of the Company's audited financial statements for the year ended May 31, 2025, is available upon request from the Company at 801-1 Adelaide Street East, Toronto, Ontario, Canada M5C 2V9. Copies of these documents will be provided free of charge to security holders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of any such document.

OTHER MATTERS

As of the date of this Information Circular, management of the Company is not aware of any other matters which may come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Common Shares represented thereby in accordance with their best judgement on such matter.

The contents of this Information Circular and the distribution to shareholders have been approved by the board of directors of the Company.

DATED at Toronto, Ontario, June 12, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"John David Belfontaine"

John David Belfontaine
CEO, Chairman & Director

SCHEDULE “A”

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Capitalized terms used in this Schedule “A” and defined in this Management Information Circular to which this Schedule “A” is attached have the meanings defined in this Management Information Circular unless otherwise defined herein.

The Corporation seeks to attain high standards of corporate governance. The Board has carefully considered National Policy 58-201 – Corporate Governance Guidelines (the “Guidelines”) in creating its corporate governance practices. A description of the Corporation’s corporate governance practices is set out below in response to the requirements of the Guidelines and the diversity disclosure requirements under section 172.1 of the Act.

| Form 58-101F2
Corporate Governance Disclosure or CBCA Diversity Disclosure | The Corporation’s Practices |
| --- | --- |
| 1. The Board of Directors (the “Board”) | The Board is comprised of three members: John Belfontaine, George Kovalyov and Bruce Lev |
| (a) Disclose the identity of directors who are independent. | George Kovalyov and Bruce Lev are considered independent within the meaning of NI 52-110, as they are independent of management and free from any material relationship with the Corporation. |
| (b) Disclose the identity of directors who are not independent and describe the basis for that determination. | John Belfontaine, CEO and Director, is a member of management and, as a result, is not considered to be independent director. |
| 2. Directorship – If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. | George Kovalyov is a director of Health Logic Interactive Inc. |
| 3. Orientation and Continuing Education – Describe what steps, if any, the Board takes to orient new board members, and describe any measures the Board takes to provide continuing education for directors. | New directors are provided with an orientation which includes a written information about the duties and obligations of directors and the business and operations of the Corporation, documents from recent Board meetings and opportunities for meetings and discussion with senior management and other directors.
Given the nature of the business of the Corporation, each member of the Board takes it upon himself to keep informed about changes within the Corporation and the regulatory environment through activities including, but not limited to, independent research and updates from counsel. |
| 4. Ethical Business Conduct – Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct. | The Board has not adopted a written code of business conduct and ethics policy for its employees, officers and directors.
A director with a conflict of interest or who is capable of being perceived as being in conflict of interest vis-à-vis the Corporation shall abstain from discussion and voting by the Board or committee of the Board on any motion to recommend or approve the relevant contract of transaction unless the contract or transaction is an arrangement by way of security for obligations undertaken by the director for the benefit of the Corporation or one relating primarily to the director’s remuneration or benefits. If the conflict of interest is obvious and direct, the director shall withdraw while the item is being considered. |
| 5. Nomination of Directors – Disclose what steps, if any, are taken to identify new candidates for board nomination, including: | |
| (a) Who identifies new candidates. | The Board has not appointed a nominating committee. As a result of the Corporation’s relative small size and the limited number of individuals on the Board, the Board considers a nominating committee to be inappropriate at this time. |
| (b) The process of identifying new candidates. | The Board has not appointed a nominating committee. As a result of the Corporation’s relative small size and the limited number of individuals on the Board, the Board considers a nominating committee to be inappropriate at this time. |
| 6. Compensation – Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including | |

| (a) Who determines compensation. | The Compensation and Human Resources Committee reviews compensation of directors and officers on a periodic basis.

The responsibilities, power and operation of the Compensation and Human Resources Committee are as follows:
- setting the compensation of the Chairman of the Board, if any, and the fees to be paid, shares and deferred share units, if any, to be owned or options or other rights to be granted to Directors and members of committees of the Board;
- reviewing the performance of the senior executive officers annually or more frequently if deemed necessary by the Compensation and HR Committee. Setting the senior executive officer’s compensation comprising salary, bonus and any other incentive compensation for the senior executive officers. In consultation with the CEO establishing his personal objectives (including corporate objectives) which the CEO is responsible for meeting for the following year;
- reviewing the performance and approving the compensation, including salaries, bonuses and other incentives, of executive officers of the Corporation and the heads of each subsidiary or division, on the recommendation of the CEO;
- developing and documenting the compensation policy and philosophy of the Corporation and any changes thereto for approval by the Board to enable the Corporation to recruit, retain, and motivate performance-oriented executives so that their interests are aligned with the interests of the Corporation and its shareholders;
- approving fringe benefit programs on the recommendation of the CEO;
- establishing and administering incentive compensation programs and monitoring their effectiveness;
- establishing and administering the Option program and the share purchase plan, if any, and approving amendments thereto, all subject to the approval of the Board;
- reviewing the Statement of Executive Compensation required to be prepared under applicable corporate and securities legislation and regulation including the disclosure concerning members of the Compensation and HR Committee and settling the reports required to be made by the Compensation and HR Committee in any document required to be filed with a regulatory authority and/or distributed to shareholders.
- at the request of the CEO, reviewing any other matter affecting the hiring, terms of employment and dismissal of employees, including the terms of employment contracts. |
| --- | --- |
| (b) The process of determining compensation | The Compensation and Human Resources Committee meets on compensation related discussions when required with respect to executive officers and directors compensation. |
| 7. Other Board Committees – If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function | Except for the Audit Committee and Compensation and Human Resources Committee, the Corporation has no other committees. |
| 8. Assessments – Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively. | The business of the Corporation is constantly changing as the hospitality world evolves. Recognizing this, and to ensure optimal governance of the Corporation by the Board, director renewal and replacement is managed in a manner to ensure that the Board can function effectively, while enabling new directors to gain a full understanding of the Corporation’s business. |

AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees (“NI 52-110”) requires the Company to disclose annually in its management information circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth below.

The Audit Committee's Charter

The Audit Committee's mandate and charter can be described as follows:

Each member of the Audit Committee shall be a member of the Board of Directors, in good standing, and the majority of the members of the audit committee shall be independent in order to serve on this committee.
At least one of the members of the Audit Committee shall be financially literate.
Review the Audit Committee's charter annually, reassess the adequacy of this charter, and recommend any proposed changes to the Board of Directors. Consider changes that are necessary as a result of new laws or regulations.
The Audit Committee shall meet at least four times per year, and each time the Company proposes to issue a press release with its quarterly or annual earnings information. These meetings may be combined with regularly scheduled meetings, or more frequently as circumstances may require. The Audit Committee may ask members of management or others to attend the meetings and provide pertinent information as necessary.
Conduct executive sessions with the outside auditors, outside counsel, and anyone else as desired by the committee.
The Audit Committee shall be authorized to hire outside counsel or other consultants as necessary (this may take place any time during the year).
Appoint the independent auditors to be engaged by the Company, establish the audit fees of the independent auditors, pre-approve any non-audit services provided by the independent auditors, including tax services, before the services are rendered. Review and evaluate the performance of the independent auditors and review the full board of directors any proposed discharge of the independent auditors.
Review with management the policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent auditor.
Consider, with management, the rationale for employing audit firms rather than the principal independent auditors.
Review with management and the independent auditors, all significant risks or exposures facing the Company; assess the steps the Management has taken or proposes to take to minimize such risks to the Company; and periodically review compliance with such steps.
Review with the independent auditor, the audit scope and plan of the independent auditors. Address the coordination of the audit efforts to assure the completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.
Inquire regarding the "quality of earnings" of the Company from a subjective as well as an objective standpoint.

Review with the independent accountants: (a) the adequacy of the Company's internal controls including computerized information systems controls and security; and (b) any related significant findings and recommendations of the independent auditors together with management's responses thereto.
Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any.
Review with management and the independent auditors, the interim annual financial report before it is filed with the regulatory authorities.
Review with each public accounting firm that performs an audit: (a) all critical accounting policies and practices used by the Company; and (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, the ramifications of each alternative and the treatment preferred by the Company.
Review all material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
Review with management and the independent auditors: (a) the Company's annual financial statements and related footnotes; (b) the independent auditors' audit of the financial statements and their report thereon; (c) the independent auditor's judgments about the quality, not just the acceptability, of the Company's accounting principles as applied in its financial reporting; (d) any significant changes required in the independent auditors' audit plan; and (e) any serious difficulties or disputes with management encountered during the audit.
Periodically review the Company's code of conduct to ensure that it is adequate and up-to-date.
Review the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization. Review any complaints that might have been received, current status, and resolution if one has been reached.
Review procedures for the confidential, anonymous submission by employees of the organization of concerns regarding questionable accounting or auditing matters. Review any submissions that have been received, the current status, and resolution if one has been reached.
The Audit Committee will perform such other functions as assigned by law, the Company's charter or bylaws, or the board of directors.
The Audit Committee will evaluate the independent auditors.

Composition of the Audit Committee

The members of the audit committee are George Kovalyev (Chairman of the Audit Committee), and John David Belfontaine, a majority of which are independent, and at least one member of which is financially literate.

A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company's Board of Directors, reasonably interfere with the exercise of a member's independent judgement.

A member of the audit committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by to the Company to ensure auditor independence. Fees incurred with for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table.

Nature of Services	Fees Paid to Auditor in Year ended 2024	Fees Paid to Auditor in Year ended 2023
Audit Fees^{(1)}	$38,026	$82,500
Audit-Related Fees^{(2)}	NIL	NIL
Tax Fees^{(3)}	NIL	NIL
All Other Fees^{(4)}	$1,500	NIL
Total	$39,526	$82,500

(1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) "Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) "All Other Fees" include all other non-audit services.

Exemption

The Company is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee and in respect of its reporting obligations under NI 52-110.

The Company does not have any other committees.

SCHEDULE “B”

DGTL HOLDINGS INC.
AMENDED AND RESTATED
OMNIBUS LONG TERM INCENTIVE PLAN

ARTICLE 1
PURPOSE

1.1 Purpose

The purpose of the Plan is to provide the Company with a mechanism to attract, retain and motivate qualified Employees, Consultants and Directors of the Company and its Designated Affiliates, to reward such Employees, Consultants and Directors who are granted Awards under the Plan by the Board from time to time for their contributions toward the long term goals and success of the Company and to enable and encourage such Employees, Consultants and Directors to acquire Shares as long term investments and proprietary interests in the Company.

ARTICLE 2
INTERPRETATION

2.1 Definitions

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

"Affiliate" means, with respect to any Person, any Person directly or indirectly Controlling, Controlled by or under common Control with such Person;

"Annual Cash Retainer" means the annual retainer which a Director is entitled to receive in cash in a fiscal year for service on the Board including the annual retainer which a Director is entitled to receive in cash for service as chair or lead director of the Board or as chair of any of the Board's committees;

"Annual Equity Retainer" means the annual retainer which a Director is entitled to receive in RSUs in a fiscal year for service on the Board, including the annual retainer which a Director is entitled to receive in RSUs for service as a chair or lead director of the Board or as chair of any of the Board's committees;

"Award" means any Option, Share Appreciation Right, Restricted Share Unit, Performance Share Unit, Deferred Share Unit, Restricted Share or Other Share-Based Awards granted under the Plan;

"Award Agreement" means a written notice from the Company to a Participant or a signed, written agreement between a Participant and the Company, in a form approved by the Board, evidencing the terms and conditions on which an Award has been granted under the Plan and which need not be identical to any other such notices or agreements;

"Blackout Period" means a trading blackout period formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information. A Blackout Period does not include any period during which the Company is subject to a cease trade order (or similar order under Securities Laws) in respect of the Company's securities;

"Board" means the board of directors of the Company;

"Business Day" means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Toronto are open for commercial business during normal banking hours;

"Cause" means:

(a) with respect to a particular Employee:

(i) "cause" as such term is defined in the Award Agreement or the Employee's written employment agreement with the Participant's Employer; or
(ii) in the event that (i) does not apply, then "cause" shall refer to circumstances where an employer can terminate an individual's employment without notice or payment whatsoever;

(b) with respect to a particular Consultant:

(i) "cause" as such term is defined in the Award Agreement or the Consultant's written services agreement with the Company or its Designated Affiliate; or
(ii) in the event that (i) does not apply, then "cause" shall refer to circumstances, as described in the written agreement between the Company or a Designated Affiliate and the Consultant, or as provided for pursuant to applicable law, where the Company or Designated Affiliate may terminate the Consultant's engagement without notice or payment whatsoever;

"CEO" means the Chief Executive Officer of the Company;

"Change in Control" means the occurrence of any one or more of the following events:

(a) any transaction, or series of related transactions, at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Company or a wholly-owned subsidiary of the Company) hereafter acquires the direct or indirect "beneficial ownership" (as defined under applicable Securities Laws) of, or acquires the right to exercise control or direction over, securities of the Company representing more than 50% of the then issued and outstanding voting securities of the Company, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Company with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;
(b) the sale, lease, exchange, assignment or other disposition or transfer, in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company to a Person other than a wholly-owned subsidiary of the Company;
(c) the dissolution or liquidation of the Company, other than in connection with the distribution of assets of the Company to one or more Persons which were wholly- owned subsidiaries of the Company prior to such event;
(d) the Board determines that a Change in Control shall be deemed to have occurred in such circumstances as the Board shall determine;

provided that, notwithstanding clause (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction or series of transactions set forth in clause (a), (b), (c) or (d) above (the "Transaction"): (A) the holders of securities of the Company that immediately prior to the consummation of such transaction(s) represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Company hold (x) securities of the entity resulting from the Transaction (the "Surviving Entity") that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors ("voting power") of the Surviving Entity, or (y) if

applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors of the Surviving Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Parent Entity, and (B) no Person or group of two or more Persons acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such Transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “Non-Qualifying Transaction” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Company” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the province, state or jurisdiction of the Company’s incorporation, or

(y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction;

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Code section shall include any successor section;

“Committee” means the Compensation Committee or such other committee appointed by the Board to administer the Plan, or if no committee is appointed, the Board;

“Company” means DGTL Holdings Inc.;

“Consultant” means an individual or a consultant company, other than an Employee or a Director, that:

(a) is engaged to provide services on a bona fide basis to the Company or a Designated Affiliate, other than services provided in relation to a distribution of securities of the Company or a Designated Affiliate;

(b) provides the services under a written contract with the Company or a Designated Affiliate; and

(c) spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Designated Affiliate.

For the purposes of this definition, “consultant company” means, with respect to an individual Consultant, (i) a company of which the individual Consultant is an employee or shareholder; or

(ii) a partnership of which the individual consultant is an employee or partner;

“Control” means the relationship whereby a Person is considered to be “Controlled” by a Person if:

(a) in the case of a Person,

(i) voting securities of the first-mentioned Person carrying more than 50% of the votes for the election of directors are held, directly or indirectly, otherwise than by way of security only, by or for the benefit of the second-mentioned Person; and

(ii) the votes carried by the securities are entitled, if exercised, to elect a majority of the

directors of the first mentioned Person;

(iii) in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned Person holds more than 50% of the interests in the partnership; or

(b) in the case of a limited partnership, the general partner is the second-mentioned Person.

"Date of Grant" means, for any Award, the date specified by the Board at the time it grants the Award (which, for greater certainty, shall be no earlier than the date on which the Board approves the grant of such Award) or if no such date is specified, the date upon which the Award was approved by the Board. The Date of Grant for DSUs or RSUs granted pursuant to an election to defer Annual Cash Retainer shall mean the date on which such Annual Cash Retainer would be payable if an election to defer had not been made in respect of such fees;

"Deferred Share Unit" or "DSU" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Article 9;

"Designated Affiliate" means each Affiliate of the Company as designated by the Board for purposes of the Plan from time to time;

"Director" means a director of the Company or a Designated Affiliate who is not an Employee or a Consultant;

"Disability" means the mental or physical state of a Participant such that:

(a) the Board, other than such Participant, determines that such individual has been unable, due to illness, disease, mental or physical disability or similar cause, to fulfil his or her obligations as an Employee, Consultant or Director, as applicable, of the Company or a Designated Affiliate either for any consecutive six (6) month period or for any period of eight (8) months (whether or not consecutive) in any consecutive 12 month period where such impairment is expected to continue to prevent the individual from performing the Participant's duties to the Company or a Designated Affiliate for the reasonably foreseeable future (with or without accommodation in accordance with applicable law); or

(b) a court of competent jurisdiction has declared such individual to be mentally incompetent or incapable of managing his or her affairs;

"Effective Date" means the effective date of the Plan, being October 14, 2022;

"Employee" means an individual who is considered an employee of the Company or a Designated Affiliate for purposes of source deductions under applicable tax or social welfare legislation;

"ESL" means the employment standards legislation, as amended or replaced, applicable to a Participant who is an Employee;

"Exchange" means the TSX Venture Exchange and any other stock exchange(s) on which the Shares are or may be 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 Option or SAR;

"Exercise Price" means the price at which a Share may be purchased pursuant to the exercise of an Option as specified in the Award Agreement;

"Expiry Date" means the expiry date specified in the Award Agreement (which shall not be later than the tenth (10th) anniversary of the Date of Grant) or, if not so specified, means the tenth (10th) anniversary of the Date of Grant;

"Including" means including without prejudice to the generality of any description, definition, term or phrase preceding that word, and the word "include" and its derivatives will be construed accordingly;

"Insiders" shall have the meaning given to such term by the Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters;

"In-the-Money Amount" with respect to an Option or SAR as of any day is the amount, if any, by which the Market Price of a Share on such date exceeds the Exercise Price or SAR Price, as applicable;

"Investor Relations Service Providers" shall have the meaning given to such term by the Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters.

"ISO" has the meaning set forth in Section 4.7;

"Market Price" at any date in respect of the Shares shall be the closing price of such Shares on the Exchange (and if listed on more than one Exchange, and the closing price on another Exchange is higher, then the highest of such closing prices) on the Trading Day immediately prior to the applicable date. If the Company has been recalled for trading following a suspension or halt, the Market Price shall be deemed to be the closing price of the Shares on the Exchange (and if listed on more than one Exchange, and the closing price on another Exchange is higher, then the highest of such closing prices) on the date that is no less than ten (10) Trading Days following the day on which the Company's securities resume trading on the Exchange;

"Net Exercise" shall have the meaning given to such term by the Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters;

"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators, as amended from time to time;

"Option" means an ISO or other right to purchase Shares under the Plan;

"Other Share-Based Award" means any right granted under Section 10.1;

"Participant" means an Employee, Consultant or Director to whom an Award has been granted under the Plan;

"Participant's Employer" means the Company or Designated Affiliate, as applicable, which employs the Employee or, in the case of a Participant that has ceased to be an Employee, which employed the Participant immediately prior to such cessation;

"Performance Goals" means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, an Affiliate of the Company, a division of the Company or Affiliate of the Company, or an individual, or may be applied to the performance of the Company or an Affiliate of the Company relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Board;

"Performance Share Unit" or "PSU" means a right to receive a Share or cash payment equal to the Market Price of a Share granted under Section 7.1;

"Person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

"Plan" means this Omnibus Long Term Incentive Plan, as may be amended or amended and restated from time to time;

"Restricted Period" means the period during which Restricted Shares are subject to restrictions as set out in the

Award Agreement;

"Restricted Share Unit" or "RSU" means a right to receive a Share or a cash payment equal to the Market Price of a Share granted under Section 6.1;

"Restricted Shares" means Shares granted to a Participant under Section 8.1 that are subject to certain restrictions and to a risk of forfeiture;

"Retirement" means termination of employment of a Participant from active employment with the Participant's Employer (other than for Cause or where facts that could give rise to Cause exist) where:

(a) in the case of the CEO and the CEO's direct reports, the Employee's retirement has been approved by the Board and the Employee complies with such conditions as the Board may require in connection with its approval; or, in the case of all other Participants, the Participant (i) has (A) attained age 65 or, (B) reached age 55 with at least 10 years of service, or (ii) has achieved such lesser age and/or service thresholds as the Board may determine;

(b) the Participant has given the Participant's Employer formal notice of the Participant's intention to retire at least six (6) months (or such longer period as may be specified in the Participant's employment agreement) in advance, or such lesser advance notice as the Board may approve in its discretion;

(c) the Participant is not paid or entitled to receive any termination pay, severance pay, retiring allowance or equivalent in connection with the Participant's termination of employment; and

(d) the Participant has complied with such transitional activities as may be reasonably required by the Participant's Employer during the period from the date notice of the Participant's intention to retire has been given until the date the Participant ceases active employment with the Company and its Affiliates.

"SAR Price" means the floor price per Share at which a SAR may be exercised;

"Securities Laws" means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Company or to which it is subject;

"Security Based Compensation Arrangement" has the meaning given to that term or equivalent term by the Exchange, as amended from time to time;

"Settlement Date" has the meaning given to it in Section 9.4;

"Share" means a common share in the capital of the Company as constituted on the Effective Date or after an adjustment contemplated by Article 13, such securities to which the holder of an Award may be entitled as a result of such adjustment;

"Share Appreciation Right" or "SAR" means a right of a Participant evidenced by a bookkeeping entry to receive an amount equal to the excess of the Market Price of a Share at the date of exercise of the SAR over the SAR Price as described in Section 5.1;

"Termination Date" means:

(a) in the case of an Employee whose employment or term of office with the Company or a Designated Affiliate terminates (regardless of whether the termination is lawful or unlawful, with or without Cause, and whether it is the Employee or the Company or the Designated Affiliate that initiates the

termination), the later of: (i) if and only to the extent required to comply with the minimum standards of the ESL, the last day of the minimum statutory notice period applicable to the Participant pursuant to the ESL, if any; and (ii) the date that is designated by the Participant's Employer, as the last day of the Participant's employment or term of office with the Participant's Employer provided that in the case of termination of employment by resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; and, in the case of either (i) or (ii), without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Participant's Employer as specified in the notice of termination provided by the Participant's Employer. For the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or

(b) in the case of a Consultant, the date that is designated, if any, by the Company or a Designated Affiliate as the date on which the Participant's consulting agreement or arrangement is terminated, provided that in the case of voluntary termination by the Participant of the Participant's consulting agreement or arrangement, such date shall not be earlier than the date that notice of voluntary termination was given and, in any case, without regard to any applicable period of reasonable notice or contractual notice to which the Participant may claim to be entitled under common law, civil law or pursuant to contract in respect of a period which follows the last day that the Participant actually and actively provides services to the Company or the Designated Affiliate as specified in the notice of termination provided by the Participant or the Company or the Designated Affiliate, as the case may be. For the avoidance of any doubt, the parties intend to displace any presumption that the Participant is entitled to reasonable notice of termination under common law or civil law in connection with the Plan; or

(c) in the case of a Director whose service with the Company or a Designated Affiliate, as the case may be, terminates in the circumstances set out in Section 12.7, the date that is designated by the Company or the Designated Affiliate, as the date on which the Participant's service is terminated, provided that in the case of resignation by the Participant, such date shall not be earlier than the date notice of resignation was given; or

(d) In the event that the Participant's death occurs prior to the date determined pursuant to (a), (b) or (c) above, the date of the Participant's death.

"Trading Day" shall have the meaning given to such term by the Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters;

"U.S." means the United States of America; and

"U.S. Taxpayer" shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.

2.2 Interpretation

(a) Whenever the Board or the Committee exercises discretion in the administration of the Plan, the term "discretion" means the sole and absolute discretion of the Board or the Committee, as the case may be.

(b) As used herein, the terms "Article", "Section", "Subsection" and "clause" mean and refer to the specified Article, Section, Subsection and clause of the Plan, respectively.

(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

(e) Unless otherwise specified, all references to money amounts are to Canadian currency.

(f) The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 3

ADMINISTRATION

3.1 Administration

Subject to Section 3.2, the Plan will be administered by the Board who has sole and complete authority, in its discretion, to:

(a) determine the individuals to whom grants under the Plan may be made;

(b) make grants of Awards under the Plan relating to the issuance of Shares (including any combination of different types of Awards) in such amounts, to such Persons and, subject to the provisions of the Plan, on such terms and conditions as it determines including without limitation:

(i) the time or times at which Awards may be granted;

(ii) the conditions under which:

(a) Awards may be granted to Participants; or

(b) Awards may be forfeited to the Company,

including any conditions relating to the attainment of specified Performance Goals;

(iii) the number of Shares to be covered by any Award;

(iv) the price, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards;

(v) whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

(vi) any acceleration of exercisability or vesting or Restricted Period, or waiver of termination regarding any Award, based on such factors as the Board may determine;

(d) establish the form or forms of Award Agreements;

(e) cancel, amend, adjust or otherwise change any Award under such circumstances as the Board may

consider appropriate in accordance with the provisions of the Plan;

(f) construe and interpret the Plan and all Award Agreements;

(g) adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; and

(h) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

3.2 Delegation to Committee

To the extent permitted by applicable law, the Board may, from time to time, delegate to the Committee all or any of the powers conferred on the Board pursuant to the Plan, including the power to sub-delegate to any specified officer(s) of the Company or its Designated Affiliates all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

3.3 Determinations Binding

Any decision made or action taken by the Board, the Committee or any officers or employees to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration or interpretation of the Plan is final, conclusive and binding on the Company, the affected Participant(s), their legal and personal representatives and all other Persons.

3.4 Eligibility

All Employees, Consultants and Directors are eligible to participate in the Plan, subject to Article 12. Eligibility to participate does not confer upon any Employee, Consultant or Director any right to receive any grant of an Award pursuant to the Plan. The extent to which any Employee, Consultant or Director is entitled to receive a grant of an Award pursuant to the Plan will be determined in the sole and absolute discretion of the Board. The Board shall determine in its sole discretion whether any Person is a bona fide Employee, Consultant or Director, as applicable, for the purposes of the Plan.

3.5 Compliance with Securities Laws

Any Award granted under the Plan shall be subject to the requirement that, if at any time the Company shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of an Exchange (if then listed on an Exchange) and any securities commissions or similar securities regulatory bodies having jurisdiction over the Company is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, 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 Company to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Company in complying with such legislation, rules, regulations and policies and shall have no claim or cause of action against the Company or any of its officers or directors as a result of any failure by the Company to obtain or to take any steps to obtain any such registration, qualification, consent or approval.

3.6 Total Shares Subject to Awards

(a) Subject to adjustment as provided for in Article 13 and any subsequent amendment to the Plan, the aggregate number of Shares reserved for issuance: (i) pursuant to Options granted under the

Plan shall not exceed 10% of the Shares issued and outstanding as at the Date of Grant of the Option; and (ii) pursuant to Awards (other than Options) granted under the Plan shall not exceed 4,524,226 Shares, being 10% of the Shares issued and outstanding as of the Effective Date.

(b) To the extent any Awards (or portion(s) thereof) under the Plan terminate or are cancelled for any reason prior to exercise or settlement in full or are settled in cash the Shares subject to such Awards (or portion(s) thereof) shall be added back to the number of Shares reserved for issuance under the Plan and will again become available for issuance pursuant to the exercise or settlement of Awards granted under the Plan.

(c) Any Shares issued by the Company through the assumption or substitution of outstanding stock options or other equity-based awards from an entity acquired by the Company shall not reduce the number of Shares available for issuance pursuant to the exercise or settlement of Awards granted under the Plan.

3.7 Limits on Grants of Awards

Notwithstanding anything in the Plan:

(a) Unless the Company has obtained the requisite disinterested shareholder approval pursuant to Section 15.2, the aggregate number of Shares:

(i) issuable to Insiders as a group, under all of the Company’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the issued and outstanding Shares at any point in time;

(ii) issuable to Insiders as a group in any 12 month period, under all of the Company’s Security Based Compensation Arrangements, shall not exceed ten percent (10%) of the issued and outstanding Shares at any point in time; and

(iii) issuable to any one Participant in any 12 month period, under all of the Company’s Security Based Compensation Arrangements, shall not exceed five percent (5%) of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the Participant.

(b) The aggregate number of shares issuable to any one Consultant in any 12 month period, under all of the Company’s Security Based Compensation Arrangements, shall not exceed two percent (2%) of the issued and outstanding Shares, calculated as at the date any Award is granted or issued to the Consultant.

(c) The aggregate number of Options granted to all Investor Relations Service Providers shall not exceed two percent (2%) of the issued and outstanding Shares in any 12 month period, calculated as at the date any Option is granted to any such Investor Relations Service Provider.

(d) Investor Relations Service Providers may not receive any Award other than Options.

(e) Notwithstanding Subsection 3.7(a), the acquisition of Shares by the Company for cancellation shall not constitute non-compliance with Subsection 3.7(a) for any Awards outstanding prior to such purchase of Shares for cancellation.

(f) Each of the Company and the Participant must confirm that the Participant is a bona fide Employee or Consultant, as the case may be, prior to the issuance of any Award.

3.8 Award Agreements

Each Award under the Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of the Plan and will contain such provisions as are required by the Plan and any other provisions that the Board may direct. The Board shall authorize and empower any director or officer of the Company to execute and deliver, for and on behalf of the Company, an Award Agreement to each Participant.

3.9 Non-Transferability of Awards

No assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4 OPTIONS

4.1 Grant of Options

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

4.2 Exercise Price

The Board will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price on the Date of Grant.

4.3 Term of Options

Subject to any accelerated termination as set forth in the Plan, each Option expires on its Expiry Date. The Expiry Date shall not exceed ten (10) years from the Date of Grant unless the provisions contained in Section 11.2 provide for automatic extension in regard to a blackout period.

4.4 Vesting

(a) Each Option will vest and be exercisable in the manner set out in the applicable Award Agreement, subject to the Participant’s Termination Date not occurring prior to the date on which the Award vests, or as otherwise agreed by the Board.

(b) Once a portion of an Option becomes vested, it shall remain vested and shall be exercisable, in whole or in part, until expiration or termination of the Option, unless otherwise provided in the Plan or approved by the Board. The Board has the right to accelerate the date upon which any portion of any Option becomes exercisable. Notwithstanding the foregoing or anything contained in the Plan, the vesting period of Options granted to an Investor Relations Service Provider shall not be accelerated without the prior written approval of the Exchange.

(c) The Board may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, in addition to those specified in this Section 4.4, such as performance-based vesting conditions.

(d) Any Option granted to Investor Relations Service Provider must vest over a period of not less than twelve (12) months such that:

(i) No more than one quarter (1/4) of the Options vest no sooner than three (3) months after the Date of Grant of the Options;

(ii) No more than one quarter (1/4) of the Options vest no sooner than six (6) months after the Date of Grant of the Options;

(iii) No more than one quarter (1/4) of the Options vest no sooner than nine (9) months after the Date of Grant of the Options; and

(iv) No more than one quarter (1/4) of the Options vest no sooner than twelve (12) months after the Date of Grant of the Options.

4.5 Exercise of Options and Payment of Exercise Price

Subject to the provisions of the Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Company. Unless otherwise specified by the Board at the time of granting an Option, the Exercise Notice must be accompanied by payment in full of the purchase price for the Shares to be purchased. The Exercise Price must be fully paid by certified cheque, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Board, which may include, (i) through an arrangement with a broker approved by the Company (or through an arrangement directly with the Company) whereby payment of the Exercise Price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, or (ii) through any Cashless Exercise process as may be approved by the Board, or any combination of the foregoing methods of payment.

No Shares will be issued or transferred until full payment therefor has been received by the Company.

4.6 Surrender of Options

In lieu of exercising a vested Option, the Participant, other than Investor Relations Service Providers, may elect to surrender all or part of the Option for cancellation to the Company in consideration for the In-the-Money Amount of the Option. In consideration of the surrender of the vested Option or portion of such vested Option, the Participant may request that satisfaction of the In-the-Money Amount be made in the form of (i) a lump sum cash payment (a "Cash Amount"), (ii) the issuance by the Company of such number of Shares having an aggregate Market Price equal to the In-the-Money Amount rounded down to the nearest whole number or (iii) a combination of both. Notwithstanding that a Participant may have elected to receive a Cash Amount for the surrender of the Option or a portion thereof, the Company may choose instead to satisfy the Cash Amount by issuing to the Participant such number of Shares having an aggregate Market Price equal to the Cash Amount rounded down to the nearest whole number. Upon settlement of the In-the-Money Amount of any surrendered Option or portion thereof, such Option or portion thereof shall be cancelled forthwith. The Company may elect to forego any deduction in accordance with subsection 110(1.1) of the ITA.

4.7 Incentive Stock Options

The following provisions shall apply, in addition to the other provisions of the Plan which are not inconsistent therewith, to Options intended to qualify as incentive stock options ("ISOs") under section 422 of the Code:

(a) Options may be granted as ISOs only to individuals who are employees of the Company or any present or future "subsidiary corporation" or "parent corporation" as those terms are defined in section 424 of the Code (collectively, "Related Companies") and ISOs shall not be granted to non-employee directors or independent contractors;

(b) if a Participant ceases to be employed by the Company and/or all Related Companies other than by reason of death, Options shall be eligible for treatment as ISOs only if exercised no later than three months following such termination of employment;

(c) the Exercise Price in respect of Options granted as ISOs to employees who own more than 10% of the combined voting power of all classes of stock of the Company or a Related Company (a

"10% Shareholder") shall be not less than 110% of the fair market value per Share on the Date of Grant and the term of any ISO granted to a 10% Shareholder shall not exceed five (5) years measured from the Date of Grant;

(d) Options held by a Participant shall be eligible for treatment as ISOs only if the fair market value (determined at the Date of Grant) of the Shares with respect to which such Options and all other options intended to qualify as "incentive stock options" under section 422 of the Code held by such individual and granted under the Plan or any other plan of a Related Company and which are exercisable for the first time by such individual during any one calendar year does not exceed US$100,000;

(e) by accepting an Option granted as an ISO under the Plan, each Participant agrees to notify the Company in writing immediately after such Participant makes a "Disqualifying Disposition" of any stock acquired pursuant to the exercise of such ISO; for this purpose, a Disqualifying Disposition is any disposition occurring on or before the later of (a) the date two years following the date the ISO was granted or (b) the date one year following the date the ISO was exercised;

(f) no modification of an outstanding Option that would provide an additional benefit to a Participant, including but not limited to a reduction of the Exercise Price or extension of the exercise period, shall be made without consideration and disclosure of the likely U.S. federal income tax consequences to the Participants affected thereby; and

(g) ISOs shall be neither transferable nor assignable by the Participant.

ARTICLE 5

SHARE APPRECIATION RIGHTS

5.1 Grant of SARs

The Board may, from time to time, grant SARs in conjunction with the granting of Options, or on a stand-alone basis, to any Participant. A SAR shall entitle the Participant, upon exercise of the SAR, to receive Shares (rounded down to the nearest whole number) from the Company with an aggregate Market Price on the date of exercise equal to the In-the-Money Amount of the SAR.

5.2 SAR Price

The SAR Price will be as determined by the Board but in any event will be no less than the Market Price of a Share on the Date of Grant.

5.3 Tandem SARs

(a) Where SARs are granted in conjunction with the granting of Options, the SAR Price shall be the same as the Exercise Price, the number of Shares in respect of which the SAR may be exercised shall be the same as the number of Shares issuable upon exercise of the related Option and the terms for the vesting of the tandem SARs shall be the same as the terms for the vesting of the Options to which they relate.

(b) Upon the exercise of SARs or any portion thereof, any Options granted in conjunction with tandem SARs are terminated to the extent of such exercise. Upon the exercise of Options or any portion thereof, any tandem SARs granted in conjunction with such Options are terminated to the extent of such exercise.

5.4 Term of SARs

Subject to any accelerated termination as set forth in the Plan, each SAR expires on its Expiry Date.

5.5 Vesting and Exercisability

(a) No SAR shall vest before one year from the date of issuance or grant of the SAR other than as permitted by Sections 12.1 or 13.2 herein.

(b) Each SAR will vest and be exercisable in the manner set out in the applicable Award Agreement, subject to the Participant continuing to be an Employee, Consultant or Director, as applicable, or as otherwise agreed to by the Board.

(c) Once an instalment becomes vested, it shall remain vested and shall be exercisable, in whole or in part, until expiration or termination of the SAR, unless otherwise specified by the Board. The Board has the right to accelerate the date upon which any instalment of any SAR becomes exercisable.

(d) Subject to the provisions of the Plan and any Award Agreement, SARs shall be exercised by means of a fully completed Exercise Notice delivered to the Company.

(e) The Board may provide at the time of granting a SAR that the exercise of that SAR is subject to restrictions such as performance-based vesting conditions.

ARTICLE 6
RESTRICTED SHARE UNITS

6.1 Grant of RSUs to Employees or Consultants

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant RSUs to any Employee or Consultant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.

6.2 Vesting of RSUs Granted to Employees and Consultants

The Board shall have the authority to determine at the time of grant, in its sole discretion, the duration of the vesting period and other vesting terms applicable to the grant of RSUs, except that if the Board has not made such determination, all RSUs will vest on the third (3rd) anniversary of the Date of Grant, subject to the Participant continuing to be an Employee or Consultant, as applicable. Notwithstanding the forgoing, no RSU shall vest before one year from the date of issuance or grant of the RSU other than as permitted by Sections 12.1 or 13.2 herein.

6.3 Delivery of Shares or Cash Payment

Unless otherwise specified in the Award Agreement, as soon as practicable following the expiry of the applicable vesting period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, the Company shall issue fully paid and non-assessable Shares pursuant to the RSUs to the Participant; provided, however, that the Board may, in its sole discretion, elect to settle the vested RSUs in a cash payment equal to the number of vested RSUs multiplied by the Market Price of a Share on the payment date. The payment date for any RSUs in respect of which the Board may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

6.4 Grant of RSUs to Directors in Respect of Annual Equity Retainer

Directors will be granted RSUs in respect of their Annual Equity Retainer, if any. The number of RSUs credited to the account of a Director will be calculated by dividing the dollar amount on the Date of Grant to be received by the Director in RSUs by the Market Price of a Share on such Date of Grant.

6.5 Grant of RSUs to Directors in Respect of Annual Cash Retainer

At the discretion of the Board, Directors may elect to receive all or a portion of their Annual Cash Retainer in the form of RSUs by delivering a duly completed election on the prescribed form by no later than the last day of the Company’s fiscal year with respect to the Annual Cash Retainer for the following fiscal year, provided that for any Director who becomes a Participant during a subsequent fiscal year, elections shall be made as soon as practicable but in any event not later than 30 days after becoming a Director (and in the case of Directors who are U.S. Taxpayers, such election may only relate to Annual Cash Retainer not yet earned at the date of such election). Elections for a fiscal year shall be irrevocable with respect to such fiscal year and shall remain in effect for subsequent fiscal years (to the extent accepted by the Board prior to the commencement of any subsequent fiscal year) unless the Director otherwise provides written notice to the Company prior to the commencement of any subsequent fiscal year (with respect to such subsequent fiscal year). Delivery of a written election form shall constitute acceptance by the Director of all terms and conditions of the Plan. The number of RSUs credited to the account of a Director who elects to receive RSUs pursuant to this Section 6.5 will be calculated by dividing the dollar amount on a Date of Grant to be received by the Director in RSUs by the Market Price of a Share on such Date of Grant.

6.6 Vesting of RSUs Granted to Directors

Unless otherwise specified in the Award Agreement: (a) RSUs granted in respect of the Annual Equity Retainer will vest as to 1/3 on each of the first, second and third anniversaries of the Date of Grant, subject to the Participant continuing to be a Director; and (b) RSUs granted in respect of an election to defer Annual Cash Retainer will vest on the first anniversary of the Date of Grant, subject to the Participant continuing to be a Director.

6.7 Settlement of RSUs Granted to Directors

Unless otherwise specified in the Award Agreement, as soon as practicable following the expiry of the applicable vesting period, the Company shall issue fully-paid and non-assessable Shares pursuant to the RSU to the Participant.

ARTICLE 7

PERFORMANCE SHARE UNITS

7.1 Grant of PSUs

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant PSUs to any Participant. The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share upon the achievement of such Performance Goals during such performance periods as the Board will establish, subject to the Participant continuing to be an Employee, Consultant or Director, as applicable.

7.2 Terms of PSUs Granted and Vesting

The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSU granted and the termination of a Participant’s employment or engagement will be determined by the Board and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement. Notwithstanding the forgoing, no PSU shall vest before one year from the date of issuance or grant of the PSU other than as permitted by Sections 12.1 or 13.2 herein.

7.3 Performance Goals

The Board will establish Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be

applied relative to performance relative to an index or comparator group, or on any other basis determined by the Board. For greater certainty, the Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

7.4 Delivery of Shares or Cash Payment

Unless otherwise specified in the Award Agreement, as soon as practicable following the applicable vesting period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, the Company shall issue fully paid and non-assessable Shares pursuant to the PSUs to the Participant; provided, however, that the Board may, in its sole discretion, elect to settle the vested PSUs in a cash payment equal to the number of vested RSUs multiplied by the Market Price of a Share on the payment date. The payment date for any RSUs in respect of which the Board may elect to settle in cash shall not extend beyond December 31 of the third calendar year following the calendar year in which the services giving rise to the Award were rendered.

ARTICLE 8 RESTRICTED SHARES

8.1 Grant of Restricted Shares

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant Restricted Shares to any Participant, which shall be held by the Company or its designee in escrow until such time as the Restricted Period lapses. The terms and conditions of each Restricted Shares grant shall be evidenced by an Award Agreement. Notwithstanding the forgoing, no Restricted Shares shall vest before one year from the date of issuance or grant of the Restricted Shares other than as permitted by Sections 12.1 or 13.2 herein.

Subject to the restrictions set forth in Section 8.2, except as otherwise set forth in the applicable Award Agreement, the Participant shall generally have the rights and privileges of a shareholder as to such Restricted Shares, including the right to vote such Restricted Shares. Unless otherwise set forth in a Participant's Award Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Shares shall be withheld by the Company for the Participant's account, and shall be subject to forfeiture until released, in each case, to be released at the same time and in the same proportion as the lapse of restrictions on the Restricted Shares to which such dividends relate. Except as otherwise determined by the Board, no interest will accrue or be paid on the amount of any dividends withheld.

8.2 Restrictions on Transfer

In addition to any other restrictions set forth in a Participant's Award Agreement, until such time that the Restricted Period for the Restricted Shares has lapsed pursuant to the terms of the Award Agreement, which Restricted Period the Board may in its sole discretion accelerate at any time, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Shares. Notwithstanding anything contained herein to the contrary, the Board shall have the authority to remove any or all of the restrictions on the Restricted Shares whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the Date of Grant of the Restricted Share Award, such action is appropriate.

8.3 Effect of Termination of Employment or Engagement

Except as may otherwise be provided in the applicable Award Agreement or by the Board, in the event the Participant's Termination Date occurs for any reason prior to the time that the Restricted Period for the Participant's Restricted Shares has lapsed, as soon as reasonably practicable following the Participant's Termination Date, the Company shall repurchase from the Participant, and the Participant shall sell, all of such Participant's Restricted Shares for which the Restricted Period has not lapsed at a purchase price equal to the cash amount, if any, paid by the Participant for the Restricted Shares, or if no cash amount was paid by the Participant for the Restricted Shares, such Restricted Shares shall be forfeited by the Participant to the Company for no consideration as of the

Participant’s Termination Date and, except as provided herein, the Participant shall not be entitled to any damages or other amounts in respect of such forfeited Restricted Shares.

ARTICLE 9

DEFERRED SHARE UNITS

9.1 Grant of Deferred Share Units

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant DSUs to any Participant. In addition, the Board may permit Directors to elect to receive all or a portion of their Annual Cash Retainer in the form of DSUs as described in Section 9.2.

All DSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Company, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

9.2 Method of Electing Board DSUs

At the discretion of the Board, Directors may elect to receive all or a portion of their Annual Cash Retainer in the form of DSUs by completing and delivering a duly completed election on the prescribed form by no later than the last day of the Company’s fiscal year with respect to the Annual Cash Retainer for the following fiscal year, provided that for any Director who becomes a Participant during a subsequent fiscal year, elections shall be made as soon as practicable but in any event not later than 30 days after becoming a Director (and in the case of Directors who are U.S. Taxpayers, such election may only relate to Annual Cash Retainer not yet earned at the date of such election). Elections for a fiscal year shall be irrevocable with respect to such fiscal year and shall remain in effect for subsequent fiscal years (to the extent accepted by the Board prior to the commencement of any subsequent fiscal year) unless the Director otherwise provides written notice to the Company prior to the commencement of any subsequent fiscal year (with respect to such subsequent fiscal year). Delivery of a written election form shall constitute acceptance by the Director of all terms and conditions of the Plan.

The number of DSUs to be credited to the account of a Director who elects to receive DSUs pursuant to this Section 9.2 will be calculated by dividing the dollar amount on a Date of Grant to be received by the Director as DSUs by the Market Price of a Share on such Date of Grant.

9.3 Vesting

No DSU shall vest before one year from the Date of Grant of the DSU other than as permitted by Sections 12.1 or 13.2 herein. DSUs granted pursuant to the election described in Section 9.2 shall be immediately vested on the one year anniversary of the Date of Grant. The Board shall have the authority to determine at the time of grants, in its sole discretion, vesting terms applicable to DSUs granted other than pursuant to the election described in Section 9.2 and other restrictions contained in this Section 9.3.

9.4 Settlement of DSUs

DSUs shall be settled on the date established in the Award Agreement or as soon as practicable thereafter (the “Settlement Date”); provided, however that in no event shall a DSU Award be settled prior to the applicable Participant’s Termination Date. If the Award Agreement does not establish a date for the settlement of the DSUs, then the Settlement Date shall be the 90th day following the Participant’s Termination Date, subject to the delay that may be required under Section 14.1 below. On the Settlement Date for any DSU, after satisfying any amounts required by the Company to be withheld in connection with such settlement as contemplated by Section 11.3, the Company shall issue fully paid and non-assessable Shares pursuant to the DSUs to the Participant, provided that the Board may, in its sole discretion, elect to settle the DSUs in a cash payment equal to the number of DSUs multiplied by the Market Price of a Share on the Settlement Date and the Settlement Date shall not extend beyond December 31 of the calendar year following the calendar year in which the Participant’s Termination Date occurs.

ARTICLE 10

OTHER SHARE-BASED AWARDS

10.1 Grant of Other Share-Based Awards

The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may prescribe, grant Other Share-Based Awards to any Participant. The terms and conditions of each Other Share-Based Award grant shall be evidenced by an Award Agreement. Each Other Share-Based Award shall consist of a right (a) which is other than an Option, SAR, RSU, PSU, DSU or Restricted Share and (b) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Board to be consistent with the purposes of the Plan; provided, however, that such right will comply with applicable law (including applicable Securities Laws) and be subject to Exchange approval. Subject to the terms of the Plan and any applicable Award Agreement, the Board will determine the terms and conditions of Other Share-Based Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 10.1 will be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, other property, or any combination thereof, as the Board shall determine.

ARTICLE 11

ADDITIONAL AWARD TERMS

11.1 Dividend Equivalents

(a) Unless otherwise determined by the Board and set forth in the particular Award Agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s accounts shall be subject to the same vesting and other terms as the RSUs, PSUs and DSUs to which they relate.

(b) Where the issuance of additional RSUs, PSUs and DSUs as dividend equivalents exceeds the limits on grant of Awards set out in Section 3.7, the Board at its sole discretion shall be entitled to settle the entitlement in whole or in part in cash.

(c) The foregoing does not obligate the Company to declare or pay dividends on Shares and nothing in the Plan shall be interpreted as creating such an obligation.

11.2 Blackout Period

If an Award is scheduled to expire or be settled during a Blackout Period which prohibits Participants from exercising or settling their Awards, then, notwithstanding any other provision of the Plan, the expiry, redemption, or settlement date, as applicable, shall be automatically extended by (10) Business Days after the trading Blackout Period is lifted by the Company, provided that:

(a) the Blackout Period is formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information;

(b) the Blackout Period expires following the general disclosure of the undisclosed material information;

(c) the Participant or the Company is not subject to a cease trade order (or similar order under Securities Laws) in respect of the Company's securities; and

(d) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

11.3 Withholding Taxes

The granting, vesting or lapse of the Restricted Period, settlement or exercise of each Award under the Plan is subject to the condition that if at any time the Board determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or lapse of the Restricted Period, settlement or exercise, such action is not effective unless such withholding has been effected to the satisfaction of the Board. In such circumstances, the Board may require that a Participant pay to the Company or an Affiliate of the Company the minimum amount as the Company or an Affiliate of the Company is obliged to remit to the relevant taxing authority in respect of the granting, vesting or lapse of the Restricted Period, settlement or exercise of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Company or an Affiliate of the Company, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Company or the Affiliate of the Company may (a) withhold such amount from any remuneration or other amount payable by the Company or

a Designated Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Company of the net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount.

11.4 Recoupment

Notwithstanding any other terms of the Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Company or an Affiliate of the Company and in effect at the Date of Grant of the Award, or as otherwise required by law or the rules of an Exchange (if then listed on an Exchange). The Committee may at any time waive the application of this Section

11.4 to any Participant or category of Participants.

11.5 Cash Settlement Alternative

(a) With respect to Awards other than Options and Restricted Shares, the Participant may, in the Participant's discretion, by giving a written notice specifying the proportion of the Award to be paid in cash (a "Cash Notice") to the Company not less than 30 days prior to any vesting date of the Award, choose to receive, in lieu of newly-issued Shares delivered pursuant to the terms of the Award, a lump sum cash payment from the Company equal to the proportion of the Award to be paid in cash as specified in the Cash Notice multiplied by the number of Shares to be issued pursuant to the Award on the vesting date (after giving effect to the Performance Goals for any PSU) multiplied by the Market Price of a Share on the vesting date. In accordance with Subsection 3.6(b), the Shares subject to the surrendered Award (or portion thereof) shall be added back to the number of Shares reserved for issuance under the Plan.

(b) Notwithstanding the delivery of a Cash Notice pursuant to Subsection 11.5(a), the Company may choose instead to issue Shares to the Participant instead of making a lump sum cash payment to the Participant. If the Company should choose to do so, the Cash Notice shall be deemed to be withdrawn.

ARTICLE 12 EFFECT OF TERMINATION OF EMPLOYMENT OR ENGAGEMENT

12.1 Death

Subject to Section 8.3 and unless otherwise determined by the Board and set forth in an Award Agreement, if a Participant’s employment or service arrangement is terminated due to the Participant’s death:

(a) any unvested Awards due to vest in the 12-month period after the Participant’s Termination Date shall vest in accordance with their terms;

(b) any Performance Goals assigned to any Awards shall be deemed to have been met at 100% of the specified target level of performance for such Performance Goals;

(c) each Award other than an Option or SAR held by the Participant that has vested as of the Termination Date or will vest pursuant to Subsection 12.1(a) will be settled in accordance with its terms;

(d) each vested Option or vested SAR held by the Participant continues to be exercisable by the Participant or the Participant’s estate until the earlier of: (i) its Expiry Date; and (ii) the date that is 12 months after the Termination Date, as applicable, and if not exercised on or before such date is then immediately forfeited and cancelled;

(e) any Option, SAR or other Award held by the Participant that has not vested as of the Termination Date, and is not due to vest in the 12-month period after the Participant’s Termination Date pursuant to Subsection 12.1(a), is immediately forfeited and cancelled as of the Termination Date; and

(f) the Participant’s estate shall not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the Participant’s death.

12.2 Disability

(a) any Performance Goals assigned to any Awards shall be calculated based on actual performance results as of the Participant’s Termination Date, provided if actual performance cannot be calculated, such Performance Goals shall be deemed to have been met at 100% of the specified target level of performances;

(b) each Award other than an Option or SAR held by the Participant that has vested as of the Termination Date or will vest in accordance with Subsection 12.2(a) will be settled in accordance with its terms;

(c) each vested Option or vested SAR held by the Participant continues to be exercisable by the Participant until its Expiry Date, and if not exercised on or before such date is then immediately forfeited and cancelled; and

(d) the Participant shall not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the Participant’s Disability.

12.3 Termination of Employment or Services as a Consultant without Cause

Subject to Section 8.3 and Section 12.9, unless otherwise specified by the Board at the time of granting an Award, where, in the case of an Employee or Consultant, a Participant’s employment or engagement as a Consultant is terminated by the Company or a Designated Affiliate without Cause (whether such termination is lawful or unlawful

and whether it occurs with or without any or adequate notice, or with or without compensation in lieu of such notice), then:

(a) a portion of the next installment of any Awards due to vest shall vest on such next vesting date, such portion to equal the number of Awards next due to vest multiplied by a fraction the numerator of which is the number of days elapsed since the date of vesting of the last installment of the Awards (or if none have vested, the Date of Grant) to the date of the Participant’s Disability and the denominator of which is the number of days between the date of vesting of the last installment of Awards (or if none have vested, the Date of Grant) and the date of vesting of the next installment of the Awards;

(b) each Option or SAR held by the Participant that has vested as of the Termination Date continues to be exercisable by the Participant until the earlier of: (i) its Expiry Date; and (ii) the date that is 60 days after the Termination Date, as applicable, and if not exercised on or before such date is then immediately forfeited and cancelled;

(c) each Award other than an Option or SAR held by the Participant that has vested as of the Termination Date or will vest in accordance with Section 12.3(a) will be settled in accordance with its terms;

(d) any Option, SAR or other Award held by the Participant that has not vested as of the Termination Date and will not vest pursuant to Section 12.3(a) is immediately forfeited and cancelled as of the Termination Date; and

(e) the Participant shall not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the termination of the Participant’s employment or engagement.

12.4 Termination of Employment or Services as a Consultant due to Resignation

Subject to Section 8.3 and Section 12.9, unless otherwise specified by the Board at the time of granting an Award, where, in the case of an Employee or Consultant, a Participant’s employment or engagement as a Consultant terminates by reason of resignation by the Participant, other than pursuant to Retirement or a resignation where facts that could give rise to Cause exist, then:

(a) each Option or SAR held by the Participant that has vested as of the Termination Date continues to be exercisable by the Participant until the earlier of: (i) its Expiry Date; and (ii) the date that is 60 days after the Termination Date, as applicable, and if not exercised on or before such date is then immediately forfeited and cancelled;

(b) each Award other than an Option or SAR held by the Participant that has vested as of the Termination Date will be settled in accordance with its terms;

(c) any Option, SAR or other Award held by the Participant that has not vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date; and

(d) the Participant shall not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the Participant’s resignation.

12.5 Termination of Employment due to Retirement

Subject to Section 8.3 and unless otherwise specified by the Board at the time of granting an Award, where, in the case of an Employee, a Participant’s employment terminates by reason of Retirement, then all unvested Awards will continue to vest in accordance with its terms and be settled or exercised in accordance with their terms except that

each Option or SAR held will be exercisable by the Participant until the earlier of: (i) its Expiry Date; and (ii) the date that is three years after the Participant’s Termination Date and, if not exercised on or before such date is then immediately forfeited and cancelled and the Participant shall not be entitled to any damages or other amounts in respect of such forfeiture and cancellation.

Notwithstanding the foregoing, the Participant shall forfeit any Awards which have not been exercised or settled in the event the Participant breaches any non-competition, non-solicitation, confidentiality and/or other post-employment obligations, including any fiduciary duties, the Participant may have to the Company or any of its Affiliates and the Participant shall not be entitled to any damages or other amounts in respect of any such forfeiture and cancellation.

12.6 Termination of Employment or Services as a Consultant for Cause

Subject to Section 8.3 and unless otherwise specified by the Board at the time of granting an Award, where, in the case of an Employee or Consultant, a Participant’s employment or engagement as a Consultant terminates by reason of termination by the Company or a Designated Affiliate for Cause (or a resignation where facts giving rise to Cause exist), then any Option, SAR or other Award held by the Participant, whether or not it has vested as of the Termination Date, is immediately forfeited and cancelled as of the Termination Date and the Participant shall not be entitled to any damages or other amounts in respect of such forfeiture and cancellation.

12.7 Termination of a Directorship

Subject to Section 8.3 and Section 12.9, unless otherwise specified by the Board at the time of granting an Award:

(a) where, in the case of a Director, a Participant’s term of office is terminated by the Company or a Designated Affiliate, as applicable, for breach by the Director of his or her fiduciary duty to the Company or Designated Affiliate (as determined by the Board in its sole discretion), then any Awards, other than DSUs (and related dividend equivalents) granted pursuant to the election described in Section 9.2, held by the Director at the Termination Date are immediately forfeited to the Company on the Termination Date;

(b) where, in the case of a Director, a Participant’s term of office terminates for any reason other than death or Disability of the Participant or a breach of the Participant’s fiduciary duty to the Company (as determined by the Board in its sole discretion), the Board may, in its sole discretion, at any time prior to or following the Termination Date, provide for the exercise, vesting or settlement of any or all Awards other than DSUs held by the Participant on the Termination Date; and

(c) the Participant shall not be entitled to any damages or other amounts in respect of any forfeiture and cancellation of an Award in connection with the termination of the Participant’s term of office as a Director.

12.8 Cessation of Vesting and Eligibility for Awards following Termination

A Participant’s eligibility to receive further grants of Awards under the Plan ceases on the Termination Date. Except if and as required to comply with applicable minimum requirements contained in ESL, the Participant is not eligible for continued vesting of any Award during any period in which the Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and the Participant will not be entitled to any damages or other compensation in respect of any Award that does not vest or is not awarded due to termination as of the Termination Date of the Participant’s employment, consulting arrangement or directorship, as the case may be, with the Company or a Designated Affiliate for any reason. The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of Participant’s employment, consulting arrangement or directorship, as the case may be; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Company or the Designated Affiliate that initiates the termination; and (iv) any fundamental changes, over time, to

the terms and conditions applicable to the Participant’s employment, consulting arrangement or service as a Director, as the case may be.

12.9 Employment with a Designated Affiliate

Notwithstanding Sections 12.1 to 12.8, unless the Board, in its discretion, otherwise determines, at any time and from time to time, Awards are not affected by a change of employment, consulting arrangement or directorship within or among the Company or a Designated Affiliate for so long as the Participant continues to be an Employee, Consultant or Director of the Company or a Designated Affiliate.

12.10 Participants’ Entitlement

Except as otherwise provided in the Plan, Awards previously granted under the Plan are not affected by any change in the relationship between, or ownership of, the Company and an Affiliate of the Company. For greater certainty, all grants of Awards remain outstanding and are not affected by reason only that, at any time, an Affiliate of the Company ceases to be an Affiliate of the Company.

ARTICLE 13 EVENTS AFFECTING THE COMPANY

13.1 General

The existence of any Awards does not affect in any way the right or power of the Company or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Company’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Company, to create or issue any bonds, debentures, Shares or other securities of the Company or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 13 would have an adverse effect on the Plan or on any Award granted hereunder.

13.2 Change in Control

Except as may be set forth in an employment agreement, or other written agreement between the Company or a Designated Affiliate and the Participant, and notwithstanding anything else in the Plan or any Award Agreement, the Board may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Board in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Board determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of such Change in Control (and, for the avoidance of doubt, if as of the date of the occurrence of such Change in Control the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 13.2, the Board will not be required to treat all Awards similarly.

13.3 Reorganization of Company’s Capital

Should the Company effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Company that does not constitute a Change in Control and would warrant

the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Board will, subject to the prior approval of the relevant Exchange(s) (if then listed on an Exchange), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

13.4 Other Events Affecting the Company

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Company and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Board will, subject to the prior approval of the applicable Exchange(s) (if then listed on an Exchange), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

13.5 Immediate Acceleration of Awards

Where the Board determines that the steps provided in this Article 13 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Board may, but is not required, to permit the immediate vesting of any unvested Awards and immediate lapse of any Restricted Period.

13.6 Issue by the Company of Additional Shares

Except as expressly provided in this Article 13, neither the issue by the Company of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

13.7 Fractions

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 13 or a dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 14

U.S. TAXPAYERS

14.1 Section 409A of the Code

The Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of the Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Company reserves the right to amend the Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of the Plan in light of Section 409A of the Code and any regulations or guidance under that section. In no event will the Company be responsible if Awards under the Plan result in adverse tax consequences to a U.S. Taxpayer under Section 409A of the Code. Distributions of non-qualified deferred compensation to a U.S. Taxpayer made in connection with the U.S. Taxpayer's Termination Date shall only be made in connection with such U.S. Taxpayer's "separation from service" within the meaning set forth in Section 409A of the Code. Notwithstanding any provisions of the Plan to the contrary, in the case of any "specified employee" within

the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is 6 months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer or the date such amount would have been paid pursuant to a fixed schedule in the absence of the separation from service). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such 6-month anniversary of such separation from service.

14.2 Requirement of Notification of Election Under Section 83(b) of the Code

If a Participant, in connection with the acquisition of Restricted Shares under the Plan, is permitted under the terms of the Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and the Participant makes such an election, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

ARTICLE 15

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

15.1 Amendment, Suspension, or Termination of the Plan

The Board may from time to time, without notice and without approval of the holders of voting shares of the Company, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:

(a) no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable Securities Laws or Exchange requirements; and

(b) any amendment that would cause an Award held by a U.S. Taxpayer be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio.

15.2 Shareholder Approval

Notwithstanding Section 15.1, shareholder approval, excluding shareholders that would receive, or would be eligible to receive, a material benefit from such amendment, modification or change, shall be required for any amendment, modification or change that:

(a) expands Persons eligible to be granted or issued Awards under the Plan;

(b) increases the maximum number or percentage of Shares reserved for issuance under the Plan;

(c) increases or removes the limits on Awards issuable or issued to any one Person or category of persons, including but not limited to, limits on Awards issuable or issued to Insiders as set forth in Subsection 3.7(a);

(d) increases the maximum term of Awards, except as permitted by Section 11.2;

(e) reduces the Exercise Price or extension of the Expiry Date of an Option if the Participant is an Insider at the time of the proposed amendment;

(f) amends the expiry and termination provisions applicable to Awards, except as permitted by Section 11.2;

(g) the addition of a Net Exercise provision;

(h) any method or formula for calculating prices, values or amounts under an Award that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right;

(i) exceeding any of the limits set forth in Section 3.7(a); or

(j) deletes or reduces the range of amendments which require approval of the holders of voting shares of the Company under this Section 15.2.

15.3 Permitted Amendments

Without limiting the generality of Section 15.1, but subject to Section 15.2 and other restrictions contained in this Plan, the Board may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

(a) fixing typographical errors; or

(b) making such changes or corrections which, on the advice of counsel to the Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that such amendments do not have the effect of altering the scope, nature, and intent of such provisions.

ARTICLE 16 MISCELLANEOUS

16.1 Legal Requirement

The Company is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by a Participant or the Company of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

16.2 Rights of Participant

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an employee, consultant or director of the Company or an employee, consultant or director of an Affiliate of the Company. No Participant has any rights as a shareholder of the Company in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant of certificates representing such Shares.

16.3 Corporate Action

Nothing contained in the Plan or in an Award shall be construed so as to prevent the Company from taking corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award.

16.4 Conflict

In the event of any conflict between the provisions of the Plan and an Award Agreement, the provisions of the Plan shall govern. In the event of any conflict between or among the provisions of the Plan, an Award Agreement and (i) an employment agreement or other written agreement between the Company or a Designated Affiliate and a Participant which has been approved by the Chief Executive Officer of the Company (or where the Participant is the Chief Executive Officer, approved by the Board), the provisions of the employment agreement or other written agreement shall govern and (ii) any other employment agreement or other written agreement between the Company or a Designated Affiliate and a Participant, the provisions of the Plan shall govern.

16.5 Participant Information

Each Participant shall provide the Company with all information (including personal information) required by the Company in order to administer to the Plan. Each Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. These recipients may be located in the Participant’s jurisdiction, or elsewhere, and the Participant’s jurisdiction may have different data privacy laws and protections than the recipients’ jurisdiction. Each Participant consents to such disclosure and authorizes the Company to make such disclosure on the Participant’s behalf and authorizes such recipients to receive, possess, use, retain and transfer the information, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan. A Participant may, at any time, refuse or withdraw the consents in this Section 16.5 by giving written notice in accordance with the Plan. If the Participant refuses or withdraws the consents in this Section 16.5, the Company may cancel the Participant’s participation in the Plan and, in the Board’s discretion, the Participant may forfeit any outstanding Awards.

16.6 Participation in the Plan

The participation of any Participant in the Plan is entirely voluntary and not obligatory and does not confer upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan and does not constitute an express or implied term nor in any manner form part of the Participant’s employment contract with the Company or a Designated Affiliate. In particular, participation in the Plan does not constitute a condition of employment or engagement as a Consultant nor a commitment on the part of the Company to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares and no amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Company does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

16.7 Compliance with Employment Standards

It is understood and agreed that all provisions of the Plan are subject to all applicable minimum requirements of ESL and it is the intention of the Company and its Designated Affiliates to comply with the minimum applicable requirements contained in ESL. Accordingly, the Plan shall (a) not be interpreted as in any way waiving or contracting out of ESL, and (b) be interpreted to achieve compliance with ESL. In the event that ESL provides for a superior right or entitlement upon termination of employment or otherwise (“Statutory Entitlements”) than provided for under the Plan, the Participant shall be provided with the Participant’s minimum Statutory Entitlements in substitution for the Participant’s rights under the Plan. There shall be no presumption of strict interpretation against the Company or any Designated Affiliates.

16.8 [Deleted]

16.9 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and its Designated Affiliates.

16.10 General Restrictions and Assignment

Except as required by law or as otherwise provided in the Plan, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Board.

16.11 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.

16.12 Notices

All written notices to be given by the Participant to the Company shall be delivered personally, e-mail or mail, postage prepaid, addressed as follows:

DGTL Holdings Inc.
1 Adelaide Street East, Suite 801
Toronto, Ontario
M5C 2V9

Attention: John David Belfontaine
E-mail: [email protected]

All notices to the Participant will be addressed to the principal address of the Participant on file with the Company (including e-mail). Either the Company or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant or the Company is not binding on the recipient thereof until received.

16.13 Electronic Delivery

The Company or the Board may from time to time establish procedures for (i) the electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, award notices and agreements, and all other forms of communications) in connection with any award made under the Plan, (ii) the receipt of electronic instructions from Participants and/or (iii) an electronic signature system for delivery and acceptance of any such documents. Compliance with such procedures shall satisfy any requirement to provide documents in writing and/or for a document to be signed or executed.

16.14 Effective Date

The Plan became effective on the Effective Date, subject to the approval of the shareholders of the Company, if applicable.

16.15 Governing Law

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 Ontario and the federal laws of Canada applicable therein.

16.16 Submission to Jurisdiction

The Company and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to the Plan, including with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

SCHEDULE “C”

Section 190 of the Canada Business Corporations Act

Right to dissent

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

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

(d) be continued under section 188;

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

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

If one class of shares

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

Payment for shares

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

No partial dissent

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

Objection

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

Notice of resolution

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

Demand for payment

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

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

Share certificate

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

Forfeiture

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

Endorsing certificate

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

Suspension of rights

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

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

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

Offer to pay

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

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

Same terms

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

Payment

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

Corporation may apply to court

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

Shareholder application to court

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

Venue

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

No security for costs

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

Parties

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

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

Powers of court

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

Appraisers

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

Final order

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

Interest

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

Notice that subsection (26) applies

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

Effect where subsection (26) applies

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

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

AI assistant

DGTL Holdings Inc. — Proxy Solicitation & Information Statement 2025

47710_rns_2025-07-10_c636eaa6-f06d-48a1-8f2a-06c18806b601.pdf

801 – 1 Adelaide Street East Toronto, Ontario, Canada M5C 2V9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

801 – 1 Adelaide Street East

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Solicitation of Proxies by Management

Costs and Manner of Solicitation

RECORD DATE

VOTING IN PERSON AT THE MEETING

APPOINTMENT OF PROXYHOLDERS

REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS

VOTING OF PROXIES

REVOCATION OF PROXIES

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Notes:

Majority Voting Requirement

Biographies of Proposed Directors

Cease Trade Orders, Penalties and Sanctions and Bankruptcies

Details of Cease Trade Order

Details of Penalties and Sanctions

Bankruptcies

3. Re-Approval of the Omnibus Long-Term Incentive Plan

Text of the Ordinary Resolution

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE COMMON SHAREHOLDERS THAT:

5. Approval of Debt Settlement

Multilateral Instrument 61-101

Board Approval of the Debt Settlement

Common Shareholder Approval Requirement

Text of the Ordinary Resolution

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING BEFORE THE PREFERRED AND COMMON SHAREHOLDERS

1. Amendment to the Articles of the Corporation to Convert All Preferred Shares into Common Shares

Background

Preferred Shares

Proposal

Effect on Dividends

Shareholder Approval

Regulatory Approvals

Dissent Rights

Preferred Share Conversion Resolution

Share Capital Amendment Procedure

Share Capital Amendment Resolution

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

STATEMENT OF EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

Compensation Governance

Director and named executive officer compensation, excluding compensation securities

Types of Awards

Plan Administration

Common Shares Available for Awards

Blackout Period

Description of Awards

Share Appreciation Rights

Deferred Share Units

Restricted Share Units

Performance Share Units

Restricted Shares

Change in Control

Non-Transferability of Awards

Amendment, Suspension or Termination of the LTIP

DIVERSITY BOARD

ADDITIONAL INFORMATION

OTHER MATTERS

AUDIT COMMITTEE

The Audit Committee's Charter

Composition of the Audit Committee

External Auditor Service Fees

Exemption

2.2 Interpretation

ARTICLE 3

ADMINISTRATION

3.1 Administration

3.2 Delegation to Committee

3.3 Determinations Binding

3.4 Eligibility

3.5 Compliance with Securities Laws

DGTL Holdings Inc. Proxy Solicitation & Information Statement 2025