Discovery-Corp Enterprises Inc. — AGM Information 2021

Sep 18, 2021

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DISCOVERY-CORP ENTERPRISES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general and special meeting (the " Meeting ") of Shareholders of DISCOVERYCORP ENTERPRISES INC. (the " Company ") will be held virtually through the Zoom Meetings video conferencing platform ( “Zoom” ) on Thursday, October 14, 2021 at 10:00 a.m., Vancouver time, for the following purposes:

1. To receive the report of the Directors of the Company;

2. To receive and consider the audited financial statements of the Company for its fiscal period ended July 31, 2021 and 2020, and the report of the auditor thereon;

3. To fix the number of Directors of the Company at five;

4. To elect Directors of the Company for the ensuing year;

5. To re-appoint auditors for the ensuing year and to authorize the Directors to fix their remuneration;

6. To consider and, if thought fit, to pass an ordinary resolution ratifying and approving the existing 10% rolling stock option plan of the Company;

7. To consider any permitted amendment to or variation of any matter identified in this Notice; and

8. To transact such other business as may properly come before the Meeting or any adjournment thereof.

- This year, in response to COVID 19, and in order to mitigate potential risks to the health and safety of our shareholders, employees, communities and other stakeholders, the Company will not be permitting in person voting at the Meeting, and shareholders must vote by proxy in advance of the Meeting in order to have their votes counted.

The Company is offering Shareholders the opportunity to participate in the Meeting by way of Zoom. Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via video conferencing, in person voting will not be permitted at the Meeting. Registered Shareholders, or proxyholders representing registered shareholders, participating in the Meeting by way of Zoom will be considered present in person at the Meeting for the purposes of determining quorum. Shareholders will have the opportunity to participate at the Meeting by sending a request to ibrown@discovery-corp.com to obtain the Zoom Link which will be provided prior to the Meeting.

A Shareholder who is unable to attend the Meeting in person and who wishes to ensure that such Shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular.

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We strongly encourage Shareholders to attend the Meeting via Zoom and to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. (Vancouver time) on Thursday, October 12, 2021, as voting will not be available at the Meeting.

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.

The Information Circular, form of Proxy and Financial Statement Request Form accompany this Notice. The Information Circular contains details of matters to be considered at the Meeting.

DATED at Vancouver, British Columbia, this 15th day of September, 2021.

BY ORDER OF THE BOARD

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President, Chief Executive Officer and Director

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DISCOVERY-CORP ENTERPRISES INC.

125A - 1030 Denman Street Unit 553 Vancouver, BC V6G 2M6

INFORMATION CIRCULAR

(as at September 9, 2021 unless otherwise stated)

Solicitation of Proxies

This information circular (the " Information Circular ") is furnished in connection with the solicitation of proxies by the management of DISCOVERY-CORP ENTERPRISES INC. (“ Discovery-Corp ” and/or the “ Company ”), for use at the annual general and special meeting of shareholders (the " Shareholders ") of the Company (the " Meeting ") to be held virtually through the video conferencing platform of Zoom Meetings (“ Zoom” ) on Thursday, October 14, 2021 at 10:00 a.m. (Vancouver time), and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders.

Impact of COVID-19

This year to proactively deal with the unprecedented health impact of the novel coronavirus, also known as COVID-19, to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, and in compliance with current government direction and advice, we will hold a virtual Meeting only. Shareholders will have the opportunity to participate at the Meeting by sending - a request to ibrown@discovery corp.com to obtain the Zoom Link which will be provided prior to the Meeting.

The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak, including changing the Meeting date, time, location and/or means of holding the Meeting. Such changes will be announced by way of news release. Shareholders are advised to monitor the Company’s SEDAR profile at www.sedar.com where copies of such news releases, if any, will be posted. The Company does not intend to prepare an amended Circular in the event of changes to the Meeting format.

We strongly encourage Shareholders to attend the Meeting via Zoom and to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. (Vancouver time) on Tuesday, October 12, 2021. Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via online conference, in person voting will not be permitted at the Meeting.

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by Directors, officers and regular employees of the Company. All costs of this solicitation will be borne by the Company. The Company has made arrangements for intermediaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by those intermediaries and the Company may reimburse the intermediaries for reasonable fees and disbursements incurred by them in so doing.

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Notice of the Meeting was provided to the securities commissions in each jurisdiction where the Company is a reporting issuer under applicable securities laws.

In this Information Circular, references to the " Company ”, “ we ” and “ our ” refer to Discovery-Corp Enterprises Inc. “ Common Shares ” means Common shares in the authorized share structure of the Company. “ Beneficial Shareholders ” means Shareholders who do not hold Common Shares in their own name and “ intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Revocability of Proxies

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by either:

• (a) executing a proxy bearing a later date; or

• (b) executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the shareholder’s authorized attorney in writing, or, if the shareholder is a company, under its corporate seal by an officer or attorney duly authorized, and by depositing the Proxy bearing a later date with AST Trust Company or at the address of the Head Office of the Company at Unit 553, 125A - 1030 Denman Street, Vancouver, BC V6G 2M6 at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the date that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Appointment of Proxyholders

A shareholder entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be Shareholders, to attend and act at the Meeting for the shareholder on the shareholder’s behalf.

The individuals named in the accompanying form of proxy (the “ Proxy ”) are Directors and/or officers of the Company (the “ Management Designees ”). If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person, who need not be shareholder, to attend via teleconference and act for you and on your behalf at the Meeting other than either of the Management Designees. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

A proxy will not be valid unless it is duly completed, signed and deposited with the Company’s registrar and transfer agent, AST Trust Company (Canada) (“ AST Trust ”) by mail at P.O Box 721, Agincourt, Ontario, M1S 0A1, Canada, or by fax within North America at 1-866-781-3111 or outside North America at 1-416-368-2502, or by scan and email to proxyvote@astfinancial.com, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. A proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

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Exercise of Discretion

The Management Designees named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with the instructions of the shareholder on any ballot that may be called for. The Proxy will confer discretionary authority on the nominees named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified other than the appointment of an auditor and the election of Directors,

• (b) any amendment to or variation of any matter identified therein, and

• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the Management Designees will vote the Common Shares represented by the Proxy at their own discretion for the approval of such matter.

As of the date of this Information Circular, management of the Company knows of no amendment, variation or other matter that may come before the Meeting, but if any amendment, variation or other matter properly comes before the Meeting, each Management Designee intends to vote thereon in accordance with the Management Designee’s best judgment.

Advice to Registered Holders of Common Shares

Shareholders whose names appear on the records of the Company as the registered holders of common shares in the capital of the Company (the “ Registered Shareholders ”) may choose to vote by proxy whether or not they are able to attend the Meeting via Zoom.

Registered shareholders can vote by proxy in one of the following ways:

Internet

Go to:

• www.ASTvotemyproxy.com o Cast your vote online

o View Meeting documents

You will need your control number, which appears below your name and address on the Proxy.

Fax and Email

Complete the proxy form, sign and date it and fax both sides to our transfer agent, AST Trust Company, Attention: Proxy Department, to 416.368.2502 or toll free in Canada and the United States to 1.866.781.3111 or scan and email to proxyvote@astfinancial.com.

Mail

Complete, sign and date the form and return it in the envelope provided to: AST Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada.

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Returning your proxy form

To be effective, we must receive your completed proxy form or voting instruction no later than 10:00 a.m. (Vancouver time) on October 12, 2021.

If the meeting is postponed or adjourned, we must receive your completed form of proxy by 10:00 a.m. (Vancouver time), two full business days before any adjourned or postponed meeting at which the proxy is to be used. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion and he is under no obligation to accept or reject a late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name.

Shareholders who do not hold their shares in their own name (referred to in this information circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Registered Shareholders whose names appear on the records of the Company as the registered holders of shares can be recognized and acted upon at the Meeting.

If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder’s intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such shares are voted.

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There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“ NOBOs ” or Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy related materials directly to NOBOs. This year, the Company has decided to take advantage of those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“ VIF ”) from our Transfer Agent, AST Trust Company. These VIFs are to be completed and returned to AST Trust Company in the envelope provided or by facsimile. In addition, AST Trust Company provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. AST Trust Company will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. The Company does not intend to pay for intermediaries to deliver these securityholder materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.

These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Company. If you are a Beneficial Shareholder and the Company or its 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. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding 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 the request for voting instructions.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a Proxyholder for a Registered Shareholder and vote their shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as Proxyholder for a Registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their shares as a Proxyholder.

Non-Objecting Beneficial Owners

Pursuant to NI 54-101 issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF from AST Trust Company. These VIFs are to be completed and returned to AST Trust in the envelope provided, by facsimile or by email. AST Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

If you are a Beneficial Shareholder and the Company or its agent has sent these proxy-related materials to you directly, please be advised that your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these proxy-related materials to you directly, the Company (and not the intermediaries holding securities your behalf) has assumed

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responsibility for (i) delivering the proxy-related materials to you and (ii) executing your proper voting instructions as specified in the VIF.

Objecting Beneficial Owners

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.

Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO.

The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge. Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the meeting. An OBO receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the Directors or executive officers of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any proposed nominee for election as a Director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than as disclosed herein.

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors (the “ Board ”) of the Company has fixed September 9, 2021 as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value of the Company. As of the Record Date, the Company had outstanding 12,217,096 fully paid and non-assessable Common Shares without par value, each carrying the right to one vote. The Company has no other classes of voting securities.

To the knowledge of the directors and senior officers of the Company, no one beneficial owner owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the outstanding voting rights of the Company, except the following:

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Name	No. of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly	Percentage of Outstanding Shares
Iain Brown	1,588,000	13%

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein, except in the case of a Special Resolution, which requires at least two-thirds of the affirmative votes cast at the Meeting. If there are more nominees for election as Directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

Recommendation of the Board

The Board of Directors unanimously recommends that Shareholders vote in favour of all resolutions.

EXECUTIVE COMPENSATION

For the purpose of this information circular:

“ CEO ” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ CFO ” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ Director ” means an individual who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ equity incentive plan ” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-Based Payments ;

“ NEO ” or “ named executive officer ” means each of the following individuals:

• (a) a CEO;

• (b) a CFO;

• (c) each of the three most highly compensated executive officers, 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(5) of Form 51-102F6V – Statement of Executive Compensation, for that financial year; and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year; and

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“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.

Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.	Director and NEO Compensation, Excluding Compensation Securities The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the two most recently completed financial years. No directors of the Company have received compensation for services provided to the Company in the two most recently completed financial years.
Summary Compensation Table
Name and position	Year (1)	Salary, consulting fee, retainer or commission ($)		Bonus ($)	Committee or meeting fees ($)	Value of perquisites	Pension value ($)	Value of all other compensa- tion ($)	Total compensa- tion ($)
Alex Pannu President, CEO & Director	2021 2020		Nil 10,000_	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A		Nil 10,000_
Iain Brown CFO, Corporate Secretary & Director	2021 2020		105,600 113,100	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A		105,600 113,100
Scott Yonggi Lee Director	2021 2020		Nil	N/A	N/A	N/A	N/A	N/A		Nil
T. Gregory Hawkins Director	2021 2020		Nil	N/A	N/A	N/A	N/A	N/A		Nil
Bruce Bried Director	2021 2020		Nil	N/A	N/A	N/A	N/A	N/A		Nil

(1) Financial years ended July 31, 2020 and 2021.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to the NEOs and directors in the most completed financial year.

Exercise of Compensation Securities by Directors and NEOs

There were no compensation securities exercised by the NEOs and directors during the most recently completed financial year.

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Stock Option Plans and Other Incentive Plans

The Company has a stock option plan for the granting of incentive stock options to the officers, employees and directors. The purpose of granting such options to the Company's directors is to assist the Company in compensating, attracting, retaining and motivating the directors and to closely align the personal interests of the directors to that of the Company's Shareholders. See “Approval of Stock Option Plan”.

Termination of Employment, Change in Responsibilities and Employment Contracts

There are no employment contracts between the Company and the Named Executive Officers.

There are no compensatory plans, contracts or arrangements between the Company and any Named Executive Officer, where the Named Executive Officer is entitled to receive more than $50,000 from the Company, including periodic payments or instalments, in the event of:

• (a) the resignation, retirement or any other termination of employment of the Named Executive Officer’s employment with the Company;

• (b) a change of control of the Company; or

• (c) a change of the Named Executive Officer’s responsibilities following a change in control.

Pension Arrangements

The Company does not have any pension arrangements in place for the Named Executive Officers.

Employment, Consulting and Management Agreements

There are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company . During the most recently completed financial year, there were no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director’s responsibilities.

Presentation of Financial Statements

The audited financial statements of the Company for the financial years ended July 31, 2021 and 2020 (the “ Financial Statements ”) and the auditor’s reports thereon (the “ Auditor’s Report ”), will be presented to Shareholders at the Meeting.

The Financial Statements, Auditor's Report, and management’s discussion and analysis (“ MD&A ”) for the financial years ended July 31, 2021 and 2020 are available under the Company’s profile on SEDAR at www.sedar.com.

Shareholders may obtain copies of documents incorporated herein by reference upon request without charge from the Company at Unit, 553, 125A – 1030 Denman Street, Vancouver, British Columbia, Canada, V6G 2M6. These documents are also available through the Internet on SEDAR, which can be accessed at www.sedar.com.

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PARTICULARS OF MATTERS TO BE VOTED ON

1.

Appointment of Auditor

Management recommends that Shareholders vote to re-appoint Smythe LLP, Chartered Professional Accountants, of 1700 – 475 Howe Street, Vancouver, BC V6C 2B3 as auditors for the Company and to authorize the Directors to fix their remuneration. Smythe LLP has served as auditors for the Company since October 6, 2006. See " External Auditor Service Fees " under " Audit Committee And Relationship With Auditor ".

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR re-appointing Smythe LLP as the Company’s independent auditor for the ensuing year, and FOR authorizing the Board to fix the auditor’s pay.

2. Election of Directors

The Board currently consists of five (5) directors. Management proposes to fix the number of directors of the Company at five (5) and to nominate the persons listed below for election as directors.

The term of office of each of the current Directors will end at the conclusion of the Meeting. Unless the Director’s office is earlier vacated in accordance with the provisions of the British Columbia Business Corporations Act or the Articles of the Company, each Director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no Director is then elected, until a successor is elected. In the absence of instructions to the contrary the Common Shares represented by proxy will be voted for the nominees herein listed.

Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the proxy as nominee to vote the Common Shares represented by proxy for the election of any other person or persons as directors.

The following table sets out the names of the management nominees; their positions and offices in the Company; principal occupations; the period of time that they have been directors of the Company; and the number of Common Shares of the Company which each beneficially owns or over which control or direction is exercised:

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NOMINEE, POSITION WITH THE COMPANY ANDPROVINCE/STATE ANDCOUNTRY OFRESIDENCE	PRINCIPAL OCCUPATION AND, IF NOT AN ELECTED DIRECTOR, PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS(1)	DIRECTOR OF THE COMPANYSINCE	COMMONSHARES BENEFICIALLYOWNED, DIRECTLY OR INDIRECTLY, OROVER WHICHCONTROL OF DIRECTION IS EXERCISED(2)
Alex Pannu British Columbia, Canada Chief Executive Officer, President and Director	Lawyer	December 9, 1997	225,291(4)
Iain Brown(3) British Columbia, Canada Chief Financial Officer, Secretary and Director	Business consultant, Crimson Tide Marketing	June 29, 2004	1,573,000
Scott Yonggi Lee(3) British Columbia, Canada Director	Appraiser	September 30, 2001	37,900
T. Gregory Hawkins(3) British Columbia, Canada Director	Exploration Geologist and Mineral Economist.	February 21, 2008	295,100
Bruce Bried British Columbia, Canada Director	Professional Mining Engineer	December 14, 2016	165,000

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years unless otherwise indicated.

(2) The number of Common Shares beneficially owned by the above nominees for Directors, directly or indirectly, is based on information furnished by AST Trust Company, the registrar and transfer agent of the Company, insider reports filed on SEDI and by the nominees themselves.

(3) Member of the Audit Committee.

• (4) Of these shares, 100,000 are held in the name of Alexander Strategy Corp., a private company wholly-owned by Alex Pannu.

To the knowledge of the Company, no proposed Director is, or has, within the 10 years before the date of this Information Circular, been a Director or executive officer or chief financial officer of any company that, while that person was acting in that capacity

• (a) 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

• (b) 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.

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To the knowledge of the Company, no proposed Director of the Company was, at the date of this Information Circular, or has been within the 10 years before the date of this Information Circular, a director or executive officer of any company (including Discovery-Corp. Enterprises Inc.) 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.

No proposed director of the Company has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director of the Company has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a security regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for that proposed director.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Election of Directors.

3. Re-Approval of Stock Option Plan

The TSX-V requires all listed companies with a 10% rolling stock option plan to obtain shareholder approval of such plan on an annual basis. Shareholders will be asked at the Meeting to vote on a resolution to re-approve, for the ensuing year, the Stock Option Plan of the Company (the " Plan "). The Plan was previously approved by the Shareholders of the Company at the Company’s annual general meeting held on December 4, 2019. The Plan is described below.

The purpose of the Plan is to provide certain Directors, Officers and key employees of, and certain other persons who provide services to, the Company and any subsidiaries with an opportunity to purchase shares of the Company and benefit from any appreciation in the value of the Company's shares. This will provide an increased incentive for these individuals to contribute to the future success and prosperity of the Company, thus enhancing the value of the shares for the benefit of all the Shareholders and increasing the ability of the Company and its subsidiaries to attract and retain skilled and motivated individuals in the service of the Company.

The Plan provides for a floating maximum limit of 10% of the outstanding Common shares, as permitted by the policies of the TSX-V. As at September 9, 2021, this represents 1,221,709 Common Shares available under the Plan, of which none are issued.

Under the Plan, the option price must not be less than the exercise price permitted by the TSX-V. The current policies of the TSX-V state that the option price must not be less than the closing prices of the Common Shares listed on the TSX-V on the day immediately preceding the date of grant, less the applicable discount permitted by the policies of the TSX-V. An option must be exercised within a period of five years from the date of granting. Within this five year period, the Board may determine the limitation period during which an option may be exercised. Any amendment to the Plan requires the approval of the TSX-V and may require Shareholder approval.

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• (a) The material terms of the Plan are as follows:

• (b) The term of any options granted under the Plan will be fixed by the Board at the time such options are granted, provided that options will not be permitted to exceed a term of five years (or ten years if the Company is reclassified by the TSX-V as a Tier 1 Issuer).

• (c) The exercise price of any options granted under the Plan will be determined by the Board, in its sole discretion, but shall not be less than the exercise price permitted by the TSX-V, which is currently the closing price of the Company's Shares the day on which the Directors grant such options, less any discount permitted by the TSX-V to a minimum of $0.10 per share.

• (d) No vesting requirements will apply to options granted thereunder other than as required by TSX-V policies; however, a four-month hold period will apply to all shares issued under each option, commencing from the date of grant.

• (e) All options will be non-assignable and non-transferable.

• (f) No more than (i) 5% of the issued Shares may be granted to any one individual in any 12-month period; and (ii) 2% of the issued Shares may be granted to a consultant, or an employee performing investor relations activities, in any 12-month period.

• (g) If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), as the case may be, then the option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a director or ceases to be employed by the Company, subject to the terms and conditions set out in the Plan. However, if the option holder is engaged in investor relations activities the options must expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities, in accordance with the policies of the TSX-V.

• (h) Disinterested shareholder approval must be obtained for (i) any reduction in the exercise price of an outstanding option, if the option holder is an insider; (ii) any grant of options to insiders, within a 12-month period, exceeding 10% of the Company's issued Shares; and (iii) any grant of options to any one individual, within a 12-month period, exceeding 5% of the Company's issued Shares.

• (i) Options will be reclassified in the event of any consolidation, subdivision, conversion or exchange of the Company's Shares.

The Plan is subject to annual Shareholder approval and TSX-V acceptance to its filing.

The full text of the Plan will also be made available at the Head Office of the Company at Unit 553, 125A – 1030 Denman Street, Unit 553, Vancouver, British Columbia, Canada, V6G 2M6.

Shareholder Approval

Shareholders will be asked at the Meeting to approve with or without variation the following resolution:

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“RESOLVED THAT the Company’s Stock Option Plan be and is hereby approved, and that in connection therewith a maximum of 10% of the issued and outstanding common shares at the time of each grant be approved for granting as options and that the board of Directors be and are hereby authorized, without further shareholder approval, to make such changes to the Stock Option Plan as may be required or approved by regulatory authorities.”

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the re-approval of the Company’s Stock Option Plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan that the Company has in place is its stock option plan (the “ Plan ”), which was previously approved by the Shareholders of the Company on December 4, 2019. The Plan was established to provide an incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Directors of the Company. The Plan provides that options will be issued pursuant to option agreements with Directors, officers, employees or consultants of the Company or a subsidiary of the Company. The Plan provides that the number of Common Shares issuable under the Plan, together with all of the Company’s other previously established or proposed share compensation agreements, may not exceed 10% of the total number of issued and outstanding Common Shares at the date of grant. All options expire on a date not later than five years after the issuance of such option.

The following table sets forth securities of the Company that are authorized for issuance under equity compensation plans as at the end of the Company’s most recently completed fiscal year:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	0	N/A	1,221,709
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	0	N/A	1,221,709

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Company was indebted to the Company as at the date hereof or at any time during the most recently

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completed financial year of the Company. None of the proposed nominees for election as a director of the Company, or any associate of any director, executive officer or proposed nominee, was indebted to the Company as at the date hereof or at any time during the most recently completed financial year of the Company.

The Company has not provided any guarantees, support agreements, letters of credit or other similar arrangement or understanding for any indebtedness of any of the Company’s directors, executive officers, proposed nominees for election as a director, or associates of any of the foregoing individuals as at the date hereof or at any time during the most recently completed financial year of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An “ informed person ” means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares.

Since commencement of the Company’s most recently completed financial year, no informed person of the Company, nominee for director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries other than as disclosed under the heading "Particulars of Matters to be Acted Upon".

CORPORATE GOVERNANCE

General

National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires issuers to disclose the corporate governance practices that they have adopted according to guidance provided pursuant to National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”).

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The Canadian Securities Administrators (the “ CSA ”) have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers. In addition, the CSA have implemented NI 58-101, which prescribes certain disclosure by reporting issuers of its corporate governance practices. This section sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The independent members of the Board of Directors of the Company are T. Gregory Hawkins, Scott Yonggi Lee and Bruce Bried. The non-independent directors are Iain Brown who is the CFO and Secretary of the Company and Alex Pannu who is the President and CEO of the Company.

The Board facilitates its independent supervision over management by choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The

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independent directors are, however, able to meet at any time without any the non-independent directors being present. Further supervision is performed through the Audit Committee who may meet with the Company’s auditors without management being in attendance.

Directorships

The participation of the directors in other reporting issuers as at the date of this Information Circular is described in the following table:

Director	Other Reporting Issuers
Alex Pannu	None
Iain Brown	None
Scott Yonggi Lee	None
Bruce Bried	Endeavour Silver Corp., Canarc Resource Corp. and International Montoro Resources Inc.
T. GregoryHawkins	New Pacific Holdings Corp.

Orientation and Continuing Education

New Board members receive an orientation package which includes reports on operations and results, and public disclosure filings by the Company. Board meetings are sometimes held at the Company’s offices and, from time to time, are combined with presentations by the Company’s management to give the directors additional insight into the Company’s business. In addition, management of the Company makes itself available for discussion with all Board members.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

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

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Other Board Committees

The Company has no other committees other than the Audit Committee.

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Audit Committee

Audit Committee provides an open avenue of communication between management, the Company’s independent auditors and the Board and to assist the Board in its oversight of:

• (a) the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

• (b) the Company’s compliance with legal and regulatory requirements related to financial reporting; and

• (c) the independence and performance of the Company’s independent auditors.

The Audit Committee also performs any other activities consistent with the Company’s Articles and governing laws as the Audit Committee or Board deems necessary or appropriate. Iain Brown, T. Gregory Hawkins and Scott Yonggi Lee are the members of the Audit Committee. See " Audit Committee and Relationship with Auditor ".

Assessments

Due to the minimal size of the Company's board of directors, no formal policy has been established to monitor the effectiveness of the directors, the Board and its committees.

Compensation

The Board is responsible for determining compensation for the directors and Executive Officers of the Company to ensure it reflects the responsibilities and risks of being a director or an executive officer of a public company.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Charter of the Company’s audit committee and other information required to be disclosed by National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) is attached to this Circular as Schedule “A”.

Under National Instrument 52-110 – Audit Committee of the CSA (“NI 52-110”) reporting issuers in those jurisdictions which have adopted NI 52-110 are required to provide disclosure with respect to its Audit Committee including the text of the Audit Committee’s Charter, composition of the Committee, and the fees paid to the external auditor. The Company is a reporting issuer in British Columbia and Alberta. Accordingly, the Company provides the following disclosure with respect to its Audit Committee:

Composition of Audit Committee

Following the election of directors pursuant to this Information Circular, the following will be members of the Audit Committee:

Name	Independent or Not Independent(1)	Financially Literate(2)	Education and/or Experience
Scott Yonggi Lee	Independent	Financially Literate	BA (Economics)
Iain Brown	Not Independent	Financially Literate	B. Comm., M.Sc. (International Business Administration)

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Name	Independent or Not Independent(1)	Financially Literate(2)	Education and/or Experience
T. Gregory Hawkins	Independent	Financially Literate	B.Sc. (Geology), M.Sc. (Mineral Economics)

(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

Mr. Lee

Mr. Lee has over 15 years’ experience with public companies. Mr. Lee has sufficient financial knowledge and has the ability to understand a set of financial statements that represent a breadth and complexity of the issues that can reasonably be expected to be raised by a reporting company’s financial statements.

Mr. Brown

Mr. Brown has over 30 years of public company experience including corporate finance and being a director of exploration companies. In addition to public company finance experience Mr. Brown was a Commercial Banker for both the Royal Bank of Canada and the Bank of Montreal. Mr. Brown earned a Bachelor of Commerce degree and a Master of Science (International Business) from the University of British Columbia.

Mr. Hawkins

Mr. Hawkins is an exploration geologist and mineral economist. Mr. Hawkins has been involved in the Mining Exploration and Investment industry since 1969. He has been variously responsible for the identification and/or delineation of 10 mineral deposits in Canada, USA, Chile, Ghana, Mali and Zaire (DRC). In acting as Founding Project Consultant and/or Founding Director of seven public and private Exploration/Development ventures he has participated in or been responsible for the definition of at least one resource/reserve in every case with four cases resulting in production in the USA, Chile, Ghana and Mali.

Audit Committee Oversight

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

Pre-Approval Policies and Procedures

The Audit Committee is authorized by the Board of Directors to review the performance of the Company’s external auditors and approve in advance provision of services other than auditing and to consider the independence of the external auditors, including a review of the range of services provided in the context of all consulting services bought by the Company. The Audit Committee is authorized to approve in writing any non-audit services or additional work which the Chairman of the Audit Committee deems is necessary, and the Chairman will notify the other members of the Audit Committee of such non-audit or additional work and the reasons for such non-audit work for the Committee’s consideration, and if thought fit, approval in writing.

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Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52110, in whole or in part, granted under Part 8 of National Instrument 52-110.

External Auditor Service Fees

The fees billed by the Company’s external auditors in each of the last two fiscal years for audit and non-audit related services provided to the Company or its subsidiaries (if any) are as follows:

	Fees Paid to Auditor in Year Ended	Fees Paid to Auditor in Year Ended
Nature of Services	July 31, 2021	July 31, 2020
Audit Fees (1)	$10,500	$10,500
Audit-Related Fees (2)	Nil	Nil
Tax Fees (3)	$2,800	$2,800
All Other Fees (4)	Nil	Nil
Total	$13,300	$13,300

(1) “Audit Fees” include fees necessary to perform the annual audit 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 has relied upon the exemption provided by section 6.1 of NI 52-110, which exempts a venture issuer from the requirement to comply with the restrictions on the composition of its Audit Committee and the disclosure requirements of its Audit Committee in an annual information form as prescribed by NI 52-110. The Company is a “venture issuer” as that term is defined under NI 52-110.

Other Matters

As of the date of this Information Circular, management knows of no other matters to be acted upon at the Meeting. However, should any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Common Shares represented by the Proxy.

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Additional Information

Additional information relating to the Company is available through the Company's profile on the SEDAR website at www.sedar.com.

Financial information on the Company is provided in the Company’s comparative financial statements and management discussion and analysis of the most recently completed financial year ended July 31, 2021. Copies of the Company’s financial statements and management discussion and analysis may be obtained upon request from the Company at Unit 553, 125A – 1030 Denman Street, Vancouver, British Columbia, Canada, V6G 2M6.

APPROVAL AND CERTIFICATION

The contents of this Information Circular have been approved and this mailing has been authorized by the Directors of the Company.

Where information contained in this Information Circular rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished by such person.

The foregoing contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

Dated at Vancouver, British Columbia, this 15th day of September, 2021.

DISCOVERY-CORP ENTERPRISES INC.

/s/ “ Alex Pannu ”

Alex Pannu

President and Chief Executive Officer

==> picture [87 x 73] intentionally omitted <==

SCHEDULE “A”

DISCOVERY-CORP ENTERPRISES INC.

Audit Committee Charter

1. Purpose of the Committee

1.1 The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company's financial statements and other relevant public disclosures, the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal audit function and the external auditors.

1. Members of the Audit Committee

2.1 At least one Member must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

• 2.2 The Audit Committee shall consist of no less than three Directors.

• 2.3 At least one Member of the Audit Committee must be “independent” as defined under NI 52-110, while the Company is in the developmental stage of its business.

3.

Relationship with External Auditors

3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.

• 3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

• 3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

• 3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

4.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

• 4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:

• (i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and

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• (ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

5. Appointment of Auditors

• 5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.

• 5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6. Evaluation of Auditors

6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7. Remuneration of the Auditors

• 7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

• 7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8. Termination of the Auditors

• 8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

9.

Funding of Auditing and Consulting Services

• 9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

10. Role and Responsibilities of the Internal Auditor

• 10.1 At this time, due to the Company's size and limited financial resources, the Chief Financial Officer of the Company shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

11. Oversight of Internal Controls

• 11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

12. Continuous Disclosure Requirements

• 12.1 At this time, due to the Company's size and limited financial resources, the Chief Executive Officer of the Company is responsible for ensuring that the Company's continuous reporting requirements are met and in compliance with applicable regulatory requirements.

13. Other Auditing Matters

• 13.1 The Audit Committee may meet with the Auditors independently of the management of the Company at any time, acting reasonably.

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• 13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

• 14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter.

15. Independent Advisers

15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.