Earth Alive Clean Technologies Inc. — AGM Information 2021

Jun 3, 2021

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NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR OF EARTH ALIVE CLEAN TECHNOLOGIES INC.

MAY 26, 2021

This Management Information Circular is provided to the shareholders of Earth Alive Clean Technologies Inc., in connection with the solicitation by management of proxies for the Annual General Meeting of shareholders to be held on JUNE 23, 2021 at 10:00 AM (EDT).

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NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the shareholders of Earth Alive Clean Technologies Inc. (the “ Corporation ”) will be held at the head office of the Corporation at 9641 Clément St, Montreal, Qc and in virtual form on June 23, 2021 at 10:00 a.m. (EDT), for the following purposes:

1. To receive, and consider, the consolidated audited financial statements of the Corporation for the year ended December 31, 2020 and the report of the auditor thereon;

2. To elect the directors of the Corporation for the ensuing year;

3. To appoint PricewaterhouseCoopers LLP, as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;

4. To consider and, if deemed advisable, adopt with or without variation, an ordinary resolution to reconfirm the Corporation’s rolling stock option plan in accordance with the rules of the TSX Venture Exchange, as more fully described in the accompanying management information circular; and

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

The management information circular attached hereto contains additional information regarding the matters to be considered at the Meeting and is hereby deemed to be an integral part of this notice. Only the shareholders of record at the close of business on May 20, 2021 will receive a notice of the Meeting and will be entitled to vote, in person or by proxy, at the Meeting. Shareholders who wish to vote their shares at the Meeting in person are urged to complete the attached proxy form and return it to Computershare Investor Services Inc., or vote by telephone or using the internet as per the instructions provided in the Form of Proxy. Proxies to be used at the Meeting must be returned to Computershare Investor Services Inc. before 5:00 p.m. (EDT) on June 21, 2021.

AS A RESULT OF THE GOVERNMENTAL RESTRICTIONS PERTAINING TO GROUP GATHERINGS AND TO HELP PREVENT THE SPREAD OF COVID-19, ONLY REGISTERED SHAREHOLDERS AND/OR THEIR APPOINTEES MAY ATTEND THE MEETING IN PERSON. IN ADDITION, WE STRONGLY ENCOURAGE ALL SHAREHOLDERS TO NOT ATTEND THE MEETING IN PERSON AND TO VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY, AS DESCRIBED BELOW UNDER THE HEADING “VOTING”.

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You may also participate (for information purposes only and not to be deemed present at the Meeting) in the meeting by virtual attendance. Please visit the following link for instructions and registration details:

Join Meeting: https://www.workcast.com/register?cpak=5811428232678920

YOU WILL NOT BE ABLE TO VOTE YOUR SHARES AT THE MEETING IF YOU PARTICIPATE (FOR INFORMATION PURPOSES ONLY AND NOT TO BE DEEMED PRESENT AT THE MEETING) SOLELY BY VIRTUAL ATTENDANCE. SHAREHOLDERS THAT WISH TO PARTICIPATE (FOR INFORMATION PURPOSES ONLY AND NOT TO BE DEEMED PRESENT AT THE MEETING) VIRTUALLY MUST VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY BY 5:00 P.M. (EDT) ON JUNE 21, 2021, AS DESCRIBED BELOW UNDER THE HEADING “VOTING”.

Any Shareholder or proxyholder intending to participate at the Meeting other than by participating (for information purposes only and not to be deemed present at the Meeting) using the virtual meeting tool identified herein, must contact the Corporation in advance either by phone by calling 438-333-1680 or by email at ir@earthalivect.com.

SIGNED in Montreal, Québec, on May 26, 2021

BY ORDER OF THE BOARD OF DIRECTORS

“ Frederic Beausoleil ” Corporate Secretary

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MANAGEMENT INFORMATION CIRCULAR

This management information circular dated May 26, 2021, is provided to the holders (the “Shareholder(s)”) of common shares (the “Shares”) of EARTH ALIVE CLEAN TECHNOLOGIES INC. (the “Corporation”) in connection with the solicitation of proxies by and on behalf of management of the Corporation (the “Information Circular”) for use at the annual general meeting of shareholders (the “Meeting”) to be held on JUNE 23, 2021 at the place and time indicated in the attached notice of meeting (the “Notice of Meeting”) and any adjournment thereof.

The solicitation will be conducted primarily by mail and may be supplemented by telephone, other for of communication or personal contact to be made without special compensation by the directors, executive officers and employees of the Corporation. The Corporation’s registrar will be sending proxy-related materials directly to non-objecting beneficial owners of Shares. The Corporation does not reimburse Shareholders, nominees or agents for the cost incurred in obtaining authorization to execute forms of proxy, except that the Corporation has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Corporation will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation.

Unless stated otherwise, the information contained in the Information Circular is dated May 26, 2021 and all money amounts referred to are in Canadian dollars.

APPOINTMENT OF PROXIES

Persons mentioned in the accompanying form of proxy are directors of the Corporation. Any Shareholder has the right to appoint a proxy to represent him at the Meeting other than the persons designated in the enclosed form of proxy and may do so by indicating the name of such nominee in the box provided on the proxy. A proxy holder does not need to be a Shareholder of the Corporation. Shareholders who wish to vote their shares at the Meeting are urged to complete the attached form of proxy and return it to Computershare Investor Services Inc., 100, University Avenue, 9[th] Floor, Toronto, ON, M5J 2Y1 no later than June 21, 2021, 5:00 p.m. (EDT) If the Shareholder is a corporation, the signature of an officer on said form of proxy must be duly authorized in writing.

REVOCATION OF PROXIES

A Shareholder who gives a proxy may at any time revoke the proxy, by written instrument signed by the Shareholder or his agent duly authorized in writing or, if the shareholder is a corporation, by an officer duly authorized in writing and deposited at the head office of the Corporation or with Computershare Investor Services Inc., 100, University Avenue, 9[th] Floor, Toronto, ON, M5J 2Y1, no later than June 21, 2021 or deposited with the chairman or the secretary of the Meeting, immediately prior to the beginning of the Meeting or any adjournment thereof.

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VOTING SHARES REPRESENTED BY PROXIES – USE OF THE PROXIES

The voting rights conferred by the Shares and for which proxy is given by the duly signed form in favour of the persons designated therein shall be exercised in the manner indicated whenever a ballot is taken at the Meeting. When a ballot is taken with respect to any item of the Notice of Meeting, the voting right conferred by the Shares shall be exercised for the same purposes and in the manner indicated in the appropriate paragraphs of this circular unless an abstention from voting is stipulated in the proxy.

DISCRETIONARY AUTHORITY OF PROXYHOLDERS

The directors soliciting the proxy undertake to carry out the instructions given by a Shareholder in the proxy form. If no instruction is given, the votes will be cast IN FAVOUR of all matters set forth in the Notice of Meeting. The form of proxy also confers discretionary power with respect to amendments to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting, except for the election of a director who is not named as a nominee in the circular. To date, directors of the Corporation have no knowledge of any amendment to the matters discussed in the Notice or any other question may properly be brought before the Meeting.

RECORD DATE AND RIGHT TO VOTE

This Information Circular is being mailed by the management of the Corporation to Shareholders of record on May 20, 2021, which is the date that has been fixed by the directors of the Corporation as the record date (the “ Record Date ”) to determine the Shareholders who are entitled to receive notice of the Meeting. Only holders of Shares as of the Record Date are entitled to receive the Notice of Meeting. Shareholders as of the Record Date will be entitled to vote their Shares at the Meeting, unless the Shareholder transfers his Shares after the Record Date, in which case the transferee of those Shares will be entitled to vote such Shares at the Meeting if the transferee establishes that he owns the Shares and demands, no later than ten days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS

Only registered Shareholders or duly appointed proxy holders are permitted to attend and vote at the Meeting. Shareholders who do not hold their Shares in their own name, referred to as “Beneficial Shareholders”, are advised that only proxies from Shareholders of record can be recognized and voted at the Meeting.

Beneficial Shareholders are Shareholders that have their Shares registered in the name of an intermediary (usually a brokerage house/clearing agency) that holds their Shares on their behalf. If your Shares are listed in an account statement provided by a broker then, in almost all cases, those Shares will not be registered in your name but in the intermediary or its agent’s name and consequently will not appear on the records of the Corporation. In Canada, most of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which company acts as nominee for many Canadian brokerage firms). As these Shares, held by brokers or their nominees, can only be voted upon the instructions of the Beneficial Shareholder, the intermediaries are required to request voting instructions from the Beneficial Shareholders prior to shareholder meetings. Without specific instructions, brokers/nominees are prohibited from voting Shares for their clients. The instrument of proxy (voting instruction form) supplied to Beneficial Shareholders is similar to that provided to

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registered Shareholders however, its purpose is limited to instructing the intermediary on how to vote on his behalf.

Brokers and other intermediaries have their own procedures for sending materials and their own guidelines for the return of documents. These instructions are to be carefully followed by the Beneficial Shareholder if the voting rights attached to their Shares are to be cast at the Meeting. In Canada, most brokers now delegate the responsibility of obtaining their clients’ instructions to Broadridge Investor Communications Solutions Inc. (“ Broadridge ”) Beneficial Shareholders who receive a voting instruction form from Broadridge may not use such form to vote directly at the Meeting. If you have questions on how to exercise voting rights attached to Shares held through a broker or other intermediary, please contact the broker or intermediary directly. The directors and officers of the Corporation do not know for whose benefit the Shares registered in the name of CDS & Co. or another nominee, are held. Although a Beneficial Shareholder will not be recognized at the Meeting for the purposes of directly exercising voting rights attached to Shares registered in the name of his broker (or a representative thereof), he may attend the Meeting as proxy of the registered Shareholder and, as such, exercise the voting rights attached to such Shares. To do so, the Beneficial Holder must appoint himself as proxy on the form provided and follow the instructions.

Unless otherwise indicated in this Information Circular and in the attached form of proxy and Notice, Shareholders shall mean registered shareholders.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

As of this date, the management of the Corporation is not aware of any person who may have an interest, whether such interest is by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting, except as disclosed herein.

VOTING SHARES AND PRINCIPAL HOLDERS OF SHARES

A total of 241,489,191 Shares of the Corporation were issued and outstanding as at the Record Date, which is the date that determines which Shareholders are entitled to receive the Notice of Meeting and vote at the Meeting.

As of the Record Date, no one person, to the knowledge of the management of the Corporation, held or exercised control over more than 10% of the Corporation’s issued and outstanding Shares except:

Holder	Number of Shares	% Ownership
Groupe Lune Rouge Inc.	56,818,919	23.53%

QUORUM

Under the Corporation’s by-laws, a quorum for the transaction of business at any meeting of Shareholders shall be at least two individuals present or represented by proxy, holding or representing, 20% of the issued and outstanding Shares of the Corporation carrying the right to vote at the meeting.

If a quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting.

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If a quorum is not present at the opening of the Meeting, the Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.

BUSINESS TO BE TRANSACTED AT THE MEETING

1. PRESENTATION OF THE ANNUAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements for the year ended December 31, 2020, together with the auditor’s report thereon, will be presented before the Meeting. These audited consolidated financial statements and the Corporation’s management discussion and analysis that were mailed to the Shareholders with the Notice of Meeting and this Information Circular, and can be consulted under the Corporation’s profile on SEDAR at www.sedar.com.

2. ELECTION OF DIRECTORS

Pursuant to the general by-laws of the Corporation, the business of the Corporation is managed by a board of directors (the “ Board ”) consisting of a minimum of three and a maximum of ten directors. This year, eight (8) candidates are proposed for election, as described in the summary table of candidates below. Unless a director resigns or his or her office becomes vacant upon his death or for any other reason in accordance with the Corporation’s by-laws, each director elected at the Meeting holds office until the date of the next annual meeting or until his successor is elected or appointed.

It is intended that, on any ballot that may be called for in relation with the election of directors, the voting rights attached to the Shares represented by proxies will be exercised IN FAVOUR of the election of such persons as directors of the Corporation, unless a Shareholder has specified in his proxy that the voting rights attached to his Shares are to be withheld or abstain from voting regarding the election of directors.

Name, Province and Country of residence and Holdings(1)	Principal Occupation During Five Preceding Years	Directorship and Committees
Ann Catherine Barnes Ontario, Canada Shares: 20,000	Ann Barnes founded Edica Group Inc. in 2015 and has been its CEO since then. Edica Group is a female focused health supplement company with a digital subscription sales model. Ann has acted as Legal and General Counsel for a number of private and publicly held Canadian and International companies including Manulife Financial and TSN (The Sports Network). Ms. Barnes founded and ran two National health food companies, introduced Chia to North American health food markets and developed a line of hemp-based and trending superfoods. Ms. Barnes’ plant-based green passion led to her trailblazing through the medical cannabis industry as she started and operated the first Health Canada licensed and first operational medical cannabis licensed producer (LP) in Canada as majority owner and Chairman of Peace Naturals Project Inc. Ms. Barnes acted as chairman of the board for over 5 years and, in 2016, sold her majority interest in Peace to Cronos Group Inc.	Director since October 11, 2018 Lead Director Chair of the HR & Compensation Committee

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Name, Province and Country of residence and Holdings(1)	Principal Occupation During Five Preceding Years	Directorship and Committees
Robert Blain Québec, Canada Shares: 2,350,000	Since 2019, Robert Blain FCPA, has been CEO of Groupe Lune Rouge, a company that develops projects and invests in different funds with a focus on Technology, Life Sciences, Sustainability, Entertainment and Real Estate and he handles the Family office of Mr. Guy Laliberté. He was previously co-CEO of Groupe Lune Rouge since 2015. Mr. Blain acted as Chief Financial Officer of the Cirque du Soleil for more than 20 years and, since 2007, has been a director and the treasurer for One Drop Foundation which aims to fight poverty by supporting access to water worldwide. A graduate of the HEC Montreal (BAA) in 1979, a CPA (CA) since 1981, Mr. Blain earned the title of FCA in January 2000, in recognition of his services to the profession and in 2011, he was named Chief Financial Officer of the year by CFOcanada.ca.	Director since April 10, 2014 Chairman Member of the HR & Compensation Committee
Benoit La Salle Québec, Canada Shares: 2,893,571	Mr. La Salle is currently President and CEO of AYA Gold & Silver Inc., Chairman & CEO of Algold Resources Ltd (since 2013), a gold exploration company with assets in Mauritania and Burkina Faso, Chairman of Sama Resources Inc. (since 2012), a base metal exploration company with assets in Côte d’Ivoire and Executive Chairman of SRG Graphite Inc (since 2017), an Africa-focused graphite company. with assets in Guinea. He is also President and CEO of Windiga Energy Inc. Mr. La Salle is a Fellow Chartered Accountant, a member of the Canadian Institute of Chartered Accountants and holds a Commerce Degree and a MBA. He founded SEMAFO, that grew from a junior explorer to an over 250,000 ounces per year producer in West Africa during his leadership. In 1980, Mr. La Salle was a co-founder and a partner until 2004 of Grou, La Salle & Associates CA, a Montreal-based accounting firm offering audit and accounting services, with a strong emphasis on financial and corporate reorganization and the implementation of international corporate structures.	Director since October 20, 2015 Member of the Audit Committee
Todd Patterson Ontario, Canada Shares: 220,000	As the Founder/President/Owner of P4 Group Inc. since 2012, Todd Patterson focuses on developing national or international growth for companies ranging in size from start-ups to over $55 million. Mr. Patterson is a corporate entrepreneur with over 25 years’ experience developing markets for both U.S. and Canadian-based businesses. Throughout his life, Mr. Patterson has been immersed in the world of agriculture. He grew up on a working farm in southern Ontario and has managed multi-level functionality for businesses in the agricultural, natural food, and produce sectors for over 25 years. Over the course of his career, Mr. Patterson has launched some exceptionally innovative and profitable brands to North America, including POM Wonderful, Gourmet Garden, Snapple and just recently Big Mountain Foods. He also has considerable experience managing government relations, sales, marketing, and logistics for companies wishing to expand their product reach across borders (North America & Europe).	Director since June 27, 2019 Member of the Audit Committee

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Name, Province and Country of residence and Holdings(1)	Principal Occupation During Five Preceding Years	Directorship and Committees
Steve Saviuk Québec, Canada Shares: 6,487,334	Mr. Saviuk co-founded Valeo Pharma Inc. in 2003 and has since served as its President and CEO. Mr. Saviuk transformed Valeo Pharma from its early years as an in-licensor of established brands to a fast-growing full service Canadian pharmaceutical company. He graduated from Concordia University (B.Comm) and started his career in accounting at KPMG. He quickly moved to venture capital investing through Manitex Capital Inc., a company he co-founded over 30 years ago, and which still actively invests in emerging companies with a focus on the life science, renewable energy and sustainable resource sectors.	Director since April 25, 2018 Chair of the Audit Committee Member of the HR & Compensation Committee
Nikolaos Sofronis Luxemburg Shares: 4,439,129	Nikolaos Sofronis is founder of BS Family Office Assets Management S. A. Geneva, specialized in private equity. He has over 16 years of experience in private banking in the most prestigious institutions in Luxembourg and Switzerland. He served as Chairman of a London -listed corporation and, for the last 20 years, has been actively involved in the mining sector. Mr. Sofronis also serves as director of AYA Gold & Silver Inc.	New Nominee
Michael Warren Québec, Canada Shares: 6,318,714	Michael Warren joined Earth Alive in 2014 where he developed the Agriculture Division. In May 2017 Michael was appointed CEO of Earth Alive. Before joining Earth Alive, Mr. Warren has built and grown a number of environmentally focused business. Mr. Warren’s interest in organic food led him to build and manage LFP Solutions Inc., an organic soil inputs distribution company with a focus on living soils. He regularly speaks on topics of sustainable business development, particularly agriculture and still finds time to grow organic food on his family farm.	Director since June 26, 2018 Chief Executive Officer
Viviane Yargeau Québec, Canada Shares: 600,000	Since 2004, Dr. Viviane Yargeau has been Professor at McGill University. She is, since 2018, Chair of the Department of Chemical Engineering and an Associate Member of the McGill School of Environment. She is a leader in the control of environmental pollutants and her research focuses on both fundamental and technological aspects leading to improvement of technologies to mitigate the release of pollutants in the environment and the development of green alternatives. Dr. Yargeau has co- developed the two Earth Alive flagship products. She leads her own group of researchers and has established strong research collaborations internationally as well as industrial collaboration. Her multidisciplinary research program also includes working closely with toxicologists to assess the impact of contaminants on the environment and public health. Dr. Yargeau serves on various committees including the international management committee of the International Water Association (IWA) Advanced Oxidation Processes and a senior editor for two scientific journals. The innovative aspects of her research have already been recognized by several publications in peer-reviewed journals and international research awards.	Director since April 10, 2014

Notes:

(1) Holdings: number of Shares beneficially held, directly or indirectly, over which the proposed director exercised control or direction as at the Record Date.

Corporate Cease Trade Orders or Bankruptcy

To the knowledge of the Corporation and except as stated below, at the date of this Information Circular, no proposed nominee for election as a director of the Corporation is, or has been, within

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ten years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity:

• (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;

• (b) was subject to an event that resulted, after the director or executive officer ceased to be director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

• (c) 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.

Robert Blain, a director of the Corporation, was a director of Netricom Inc. when the company made a proposal to its creditors under the Company’s Creditors Arrangement Act in 2011.

Mr. Steve Saviuk was a Director and the Chief Financial Officer of Cabia Goldhills Inc. until October 28, 2015. On April 5, 2013, a cease trade order, which is still in effect, was issued by the Autorité des marchés financiers against Cabia Goldhills Inc. for failing to file its annual financial statements within the required time period.

Penalties or Sanctions

At the date of this Information Circular, to the knowledge of the Corporation, no proposed nominee for election as a director of the Corporation is, or has been, subject to any 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 been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcy

At the date of this Information Circular, to the knowledge of the Corporation, no proposed nominee for election as a director of the Corporation has, within the ten years before the date of this 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.

3. APPOINTMENT OF AUDITOR

The auditor of the Corporation have been PricewaterhouseCoopers LLP since December 6, 2019. The Board of Directors is proposing that they be re-appointed, as per the following resolution:

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“ Be it resolved that PricewaterhouseCoopers LLP be appointed as external auditor for the Corporation for the ensuing year or until their successor is appointed and management be authorized to fix their remuneration. ”

The Corporation’s management recommends that Shareholders vote in favour of the resolution appointing PricewaterhouseCoopers LLP as auditor of the Corporation. Unless otherwise indicated by a Shareholder, the persons named in the enclosed form of proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditor of the Corporation for the ensuing year.

4. RATIFICATION AND CONFIRMATION OF THE CORPORATION’S STOCK OPTIONS PLAN

The Corporation adopted a stock option plan on April 10, 2014 (the “ Option Plan ”), for its directors, officers, employees and consultants. In virtue of this Option Plan, the Corporation can issue a maximum quantity of options, which cannot exceed 10% of the number of issued and outstanding Shares of the Corporation at the time of the grant. The main conditions of the Option Plan, the particulars of which are described in Schedule A, are:

• The maximum number of Shares which can be issued pursuant to the Option Plan cannot exceed 10% of the issued and outstanding Shares at the time of any grant;

• No one beneficiary may be granted more than 5% of the Shares pursuant to the Option Plan;

• No one consultant may be granted more than 2% of the Shares pursuant to the Option Plan,

• The price at which the options are granted is established by the Board of directors, but it cannot be less than the discounted market price of the Shares, as established by the closing price on the day prior to the grant;

• The options can be granted for a maximum period of 10 years;

• The options granted cannot be transferred or otherwise assigned.

In accordance with the policies of the TSX Venture Exchange, a rolling stock option plan which reserves for issuance, pursuant to the exercise of options, up to a maximum of 10% of the number of issued and outstanding Shares at the time of any stock option grant, must receive shareholders’ approval at each annual general meeting.

The Board of directors believes that it is necessary to have such a plan in place to attract and keep directors, officers and employees. Consequently, the Corporation’s Shareholders are, asked to consider and, if appropriate, approve the following resolution (the “ Stock Option Plan Resolution ”), by a simple majority:

“ Be it resolved that the Corporation’s Stock Option Plan be and is hereby re-approved and confirmed. ”

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Unless otherwise indicated by a Shareholder, the persons named in the enclosed form of proxy will vote IN FAVOUR of Stock Option Plan Resolution.

Executive compensation

Please refer to Schedule A attached for the Statement of Executive Compensation.

Equity Compensation Plan Information

Equity Compensation Plan (Stock option plan) Information as at December 31, 2020:

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 plan
Equity compensation plans approved by security holders	9,205,000	$0.258	10,389,571
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total:	9,205,000	$0.258	10,389,571

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer, or former director or officer of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than stated above, to the knowledge of the directors and of the member of the executive officers of the Corporation, and except as described hereunder, no informed person of the Corporation or proposed director, or any associate or affiliate of any informed person or proposed director, has any interest in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation.

INFORMATION – AUDIT COMMITTEE

The Charter of the Audit Committee and other information required under the Securities Regulations can be found in Schedule C attached to this Information Circular.

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OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

Additional information relating to the Corporation, including Annual Financial Statements and the Management Discussion and Analysis, and any document referred to in the Information Circular are available at www.sedar.com and will be sent, free of charge, to any Shareholder upon request by telephone (438) 333-1680 or by writing to the Corporation at 9641 Clement Street, Montreal, Québec, H8R 4B4.

BOARD APPROVAL

The contents of this Information Circular have been approved, and this mailing has been authorized by the Corporation’s board of directors.

SIGNED in Montreal, Québec, on May 26, 2021

BY ORDER OF THE BOARD OF DIRECTORS

“ Michael Warren ” President & CEO

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SCHEDULE A STATEMENT OF EXECUTIVE COMPENSATION

The Chief Executive Officer (the “ CEO ”), the Chief Financial Officer (the “ CFO ”) and individuals performing similar functions to that of a CEO of CFO, along with the three most highly compensated executive officers, other than the CEO and CFO, whose total annual compensation was more than $150,000 for the year ended December 31, 2020 are collectively referred to herein as the “Named Executive Officers” or “NEOs” in accordance with Regulation 51-102 and are included in the compensation tables in this section.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Director and named executive officer compensation, excluding compensation securities for the year ended December 31, 2019 and 2020.

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Michael Warren(1) President, CEO and Director	2020 2019	217,673 175,000	-- --	-- --	-- --	-- --	217,673 175,000
Frederic Beausoleil(2) CFO	2020 2019	86,538 --	-- --	-- --	-- --	-- --	86,538 --
Liette Nadon(3) Former Interim CFO	2020 2019	104,500 104,272	-- --	-- --	-- --	-- --	104,500 104,272
Jean-Paul Blais COO	2020 2019	153,600 127,200	-- --	-- --	-- --	-- --	153,600 127,200
Viviane Yargeau(1) Director	2020 2019	4,335 30,520	-- --	-- --	-- --	-- --	4,335 30,520
Robert Blain Chairman of the Board	2020 2019	-- --	-- --	-- --	-- --	-- --	-- --
Benoit La Salle Director	2020 2019	-- --	-- --	-- --	-- --	-- --	-- --
Steve Saviuk Director	2020 2019	-- --	-- --	-- --	-- --	-- --	-- --
Ann Barnes Director	2020 2019	-- --	-- --	-- --	-- --	-- --	-- --
Todd Patterson Director	2020 2019	-- --	-- --	-- --	-- --	-- --	-- --

(1) All compensation received was for their services as officers.

(2) For the period beginning June 8, 2020

(3) Mrs. Nadon is currently Controller of the Corporation and ceased being Interim CFO on June 7, 2020

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Stock options and other compensation securities

The following compensation securities, stock options or other, were issued in the financial year ended December 31, 2020 to NEO’s or directors.

	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
Name &	Type of	Number of	Date of	Issue,	Closing price of	Closing	Expiry Date
Position	compensation	Compensation	issue or	conversion	security or	price of
	security	securities, number	grant	or exercise	underlying	security or
		of underlying		price ($)	security on date	underlying
		securities and			of grant ($)	security at
		percentage of class				year end ($)
Michael Warren President, CEO & Director	Options Options	1,000,000 466,000	June 8, 2020 July 6, 2020	0.11$ 0.14$	0.115$ 0.12$	0.13$ 0.13$	June 08, 2025 July 6, 2025
Frederic Beausoleil CFO	Options	1,000,000	June 8, 2020	0.11$	0.115$	0.13$	June 8, 2025
Jean-Paul Blais COO	Options	500,000	July 6, 2020	0.14$	0.12$	0.13$	July 6, 2025
Todd Patterson Director	Options	300,000	July 6, 2020	0.14$	0.12$	0.13$	July 6, 2025

No compensation securities, stock options or other, were exercised by NEOs or directors in the financial year ended December 31, 2020.

As at December 31, 2020, the NEOs and directors held the following compensation securities:

Name & position	Compensation securities	Held as at December 31, 2020	Exercise Price	Expiration Date
Michael Warren, CEO & Director	Options Options Options	234,000(1) 1,000,000(2) 466,000(3)	$0.35 $0.11 $0.14	09-20-2023 06-08-2025 07-06-2025
Frederic Beausoleil, CFO	Options	1,000,000(2)	$0.11	06-08-2025
Jean-Paul Blais, COO	Options Options	3,000,000(1) 500,000(1)	$0.35 $0.14	12-19-2022 07-06-2025
Robert Blain, Director	Options	300,000(1)	$0.35	09-20-2023
Viviane Yargeau, Director	Options	800,000(1)	$0.35	09-20-2023
Benoit La Salle, Director	Options	300,000(1)	$0.35	09-20-2023
Steve Saviuk, Director	Options	300,000(1)	$0.35	09-20-2023
Ann Barnes, Director	Options	300,000(1)	$0.35	10-11-2023
Todd Patterson, Director	Options	300,000(3)	$0.14	07-06-2025

• (1) Vested

(2) 1/2 vested, 1/2 vesting on June 8, 2021

(3) 1/3 vested, 1/3 vesting on each of July 6, 2021 and July 6, 2022

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Stock Option Plans

The Corporation currently has one rolling 10% stock option plan (the “ Option Plan ”), which was approved by the Shareholders on April 10, 2014 and confirmed and ratified thereafter in accordance with the rules of the TSX Venture Exchange and no other equity incentive plans. Executive officers, as well as directors, officers, employees and consultants, are eligible to participate in the Corporation’s stock option plan to receive grants of stock options. The main terms of the Option Plan are:

• The maximum number of Shares which can be issued pursuant to the Option Plan cannot exceed 10% of the number of issued and outstanding Shares at the time of any grant;

• No one beneficiary may be granted more than 5% of the Shares, or 2% in the case of a consultant, pursuant to the Option Plan;

• The price at which the options are granted is established by the Board, but it cannot be less than the market price of the Shares as established by the closing price on the day prior to the grant;

• The options can be granted for a maximum period of 10 years;

• The options granted cannot be transferred or otherwise assigned.

Individual stock options are granted by the Board as a whole and the number of options is dependent on, among other things, each person’s level of responsibility, authority and importance to the Corporation and the degree to which such person’s long-term contribution to the Corporation will be crucial to its long-term success.

Stock options are normally granted by the Board when an executive officer or employee first joins the Corporation based on his level of responsibility within the Corporation or in the case of stock options awarded to consultants, upon recommendation by the CEO. Additional grants may be made periodically to ensure that the number of options granted to any particular officer is commensurate with the officer’s level of ongoing responsibility within the Corporation. The Board will evaluate the number of options a person has been granted, the exercise price of the options and the term remaining on those options when considering further grants.

The current policy of the board is that options for directors and executive officers are granted at or above the market price of the Shares, (priced at the closing trading price of the Shares on the business day immediately preceding the date of grant) and vest over a two or three-year period and expire five years from the date of grant.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

Compensation for the NEOs is comprised of three elements: base fee or salary, short-term incentive compensation (cash bonuses & commissions) and long-term incentive compensation (stock options). Since the going-public transaction of the Corporation in April 2014, the base fees or salaries for the NEOs have not been revised. The review of all three elements of compensation for the NEOs will be assessed during the current year and clear objectives and performance goals will be established by the Board. In doing so, the Board’s main concern will be to attract and retain quality and experienced people which are critical to the success of the Corporation and the

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implementation of its development strategy, while bearing in mind that the Corporation is still in a development phase and cash must be carefully managed to avoid any unnecessary dilution.

• Base salaries or fees are compensation for job responsibilities and reflect the level of skills, expertise and capabilities demonstrated by the executive officers.

• Cash bonuses/commissions are intended to reward the executive officers for meeting or exceeding the individual and corporate performance objectives set by the board.

• Stock options are an important part of the Corporation’s long-term incentive strategy for its directors and executive officers permitting them to participate in any appreciation of the market value of the Shares over a stated period of time, and is intended to reinforce commitment to long-term growth and shareholder value. Stock options reward overall corporate performance as measured through the price of the Shares and enables executives to acquire and maintain a significant ownership position in the Corporation. However, the Board recognizes the importance of proper utilization of stock options but also recognizes the dilutive effect it may have, long term on the Shareholders of the Corporation and has therefore decided to keep a tight control on the granting of stock options.

In addition, the Board will aim to strike a balance by including “pay-for-performance” elements which supports the Corporation’s commitment to delivering strong performance for the Shareholders such as stock options with base salaries or fees and bonuses which are intended to provide current compensation and a short-term incentive for executive officers to meet the Corporation’s goals.

The Board has not formally considered the implications of the risks associated with the Corporation’s compensation policies and practices to evaluate if such compensation policies and practices could be encouraging inappropriate risk taking by the executive officers and does not feel it important to do so at this early stage.

To this date, the process for determining the long-term incentive (stock options) component of executive compensation has been through Board discussions based on the experience and industry knowledge of Board members. Management directors are required to abstain from voting in respect of their own compensation but take part in compensation discussion. thereby providing the independent members of the Board with considerable input with respect to executive compensation. Since 2017, the HR & and Compensation Committee oversees compensation related matters and makes recommendations to the Board for the granting of options to the Corporation’s executive officers and directors and to ensure that such arrangements reflect the responsibilities and risks associated with each position.

The Board has not completed a formal benchmark study to analyse the positioning of the compensation of the executive officers and has not established performance goals using specific measures such as Share performance or earnings per Share. The Board may seek to do so in the future.

ANNUAL VARIABLE REMUNERATION

The aggregate amount of annual variable remuneration that may be paid to each Named Executive Officer ranges from 0% to 50% of the Named Executive Officer’s annual base salary.

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For the purpose of establishing the annual variable remuneration, each Named Executive Officer’s performance is evaluated based on the achievement of financial and personal performance Milestones (the “Milestones”). These Milestones are set each year and approved by the Board of Directors. For 2020 the financial performance milestones included cash flow and revenues objectives. Personal Milestones are based on the individual targets set annually for each NEO.

Each NEO can earn a maximum of 100% of variable compensation for up to 50% of the Salary amount. This 100% of the variable compensation is divided into 25% for each one of four Milestones. The Board of Directors reviews each one of the Milestones and determine the appropriate % to assign for each of the four Milestones (up to the full 25%).

After each year end, the HR & Compensation Committee evaluates the percentage level of achievement of each of the Milestones of each Named Executive Officer, based on the actual performance and results, compared to the target level that had been set for each Milestones. The Governance Committee then reviews, for each Named Executive Officer, the value for each of the Milestones in order to obtain the actual annual variable remuneration payable to the Named Executive Officer.

For the fiscal year ended December 31, 2020, the Named Executive Officers were not entitled to receive any payment as annual variable remuneration.

EMPLOYMENT AGREEMENTS OF THE NEOS

Michael Warren, President and Chief Executive Officer of the Corporation, has entered into an employment agreement with the Corporation for an indefinite term. As of December 31, 2020, the annual base salary of Mr. Warren was $210,000. Under his employment agreement, Mr. warren is entitled to receive an annual variable remuneration of an amount up to 50% of his base salary, depending on the level of achievement of the Milestones. Mr. Warren’s employment agreement contains confidentiality and non-competition covenants for the duration of his employment and for a period of six (6) months thereafter.

Frederic Beausoleil, Chief Financial Officer of the Corporation, has entered into an employment agreement with the Corporation for an indefinite term. As of December 31, 2020, the annual base salary of Mr. Beausoleil was $150,000. Under his employment agreement, Mr. Beausoleil is entitled to receive an annual variable remuneration of an amount up to 50% of his base salary depending on the level of achievement of the Milestones. Mr. Beausoleil’s employment agreement contains confidentiality and non-competition covenants for the duration of his employment and for a period of six (6) months thereafter.

PENSION PLAN BENEFITS

The Corporation does not have in place a defined contribution or defined benefit plan.

TERMINATION OR CHANGE OF CONTROL BENEFITS

Subject to the information disclosed in the table below, in the case of termination of employment other than for cause, certain Named Executive Officer’s employment agreements provide for a termination payment of twelve (12) months of the Named Executive Officers’ base salary as well as variable remuneration to which they are entitled for the current year at the date of termination. Subject to the information disclosed in the table below, in the event of a change of control, certain

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Named Executive Officers are entitled to a severance payment representing eighteen (18) months of their base salary. The table below shows the terms of each employment agreement in case of termination and the incremental payments that would be made to the Named Executive Officers upon certain events, assuming the termination event took place on December 31, 2020.

Name & position	Event	Terms of Employment Agreement	Severance Payment ($)
Michael Warren President, CEO & Director	Termination without cause	• Base salary for a period of twelve (12) months • Variable remuneration to which he is entitled for the current year at the date of termination	210,000
	Termination without cause within twelve (12) months of a change of control	• Base salary for a period of eighteen (18) months	315,000
	Termination for cause / Resignation / Retirement	---	---
Frederic Beausoleil CFO	Termination without cause	• Base salary for a period of twelve (12) months • Variable remuneration to which he is entitled for the current year at the date of termination	150,000
	Termination without cause within twelve (12) months of a change of control	• Base salary for a period of eighteen (18) months	225,000
	Termination for cause / Resignation / Retirement	---	---

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SCHEDULE B CORPORATE GOVERNANCE

(FORM 58-101F2 – Venture Issuers and the Canada Business Corporations Regulations )

1. BOARD OF DIRECTORS

The board of directors of Earth Alive Clean Technologies Inc. (the “ Corporation ”) currently consists of seven directors, of which five are considered independent and two are nonindependent. A total of eight candidates are proposed for election at the shareholder’s meeting, following which the Board would have six independent directors and two non-independent directors.

Director	Independent	Non- independent	Reason	Member of the audit committee	Member of the HR & Compensation Committee
Robert Blain		�	Executive officer of a significant shareholder, Groupe Lune Rouge Inc.		�
Viviane Yargeau	�
Benoit La Salle	�			�
Steve Saviuk	�			�	�
Michael Warren		�	Chief Executive Officer
Ann Barnes	�				�
Todd Patterson	�			�
Nikolaos Sofronis (candidate)	�

The independent directors exclude non-independent directors at the end of every Board meeting, so they can discuss freely and exercise their independent supervision over management. The Board has adopted a formal written charter, a copy of which is available on www.sedar.com.

The general mandate of the Board is to contribute, together with management, in building a strong, healthy and competitive business. The Board participates with management in the development of the Corporation’s policies and objectives, long-term strategic planning and risk management. The Board has established job descriptions for the Chairman of the board and the Chief Executive Officer. Generally, the Chairman of the Board must provide leadership to the Board and must ensure that such Board or its committees efficiently discharge their duties. As for the President and Chief Executive Officer, he must ensure that the business and affairs of the Corporation are properly managed. He develops and executes the business plans, policies and programs of the Corporation as approved by the Board.

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2. DIRECTORSHIPS

The following directors are presently directors of another reporting issuer:

Director	Also Director of the following reporting issuers
Ann Barnes	Red Light Holland Corp.
Benoit La Salle	Sama Resources Inc. Algold Resources Ltd. Goviex Uranium Inc. SRG Graphite Inc. AYA Gold & Silver Inc.
Steve Saviuk	Manitex Capital Inc. Ortho Regenerative Technologies Inc. Valeo Pharma Inc. The Good Shroom Co. Inc.

3. ORIENTATION AND CONTINUING EDUCATION

Although there is no formal orientation for new members of the Board, new directors receive an orientation package which includes reports on operations and results, and public disclosure filings by the Corporation. New directors are also encouraged to visit operations and are briefed on strategic plans, short, medium- and long-term corporate objectives, business risks and mitigation strategies and existing corporate policies. New directors also can become familiar with the Corporation by meeting with other directors and the Corporation’s executive officers and attending presentations by the Corporation’s management to give the directors additional insight into the Corporation’s business. Orientation activities are tailored to the needs and experience of each director and the overall needs of the Board. The skills and knowledge of the Board as a whole is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in the agricultural technology/microbial sectors and in the development and management of public companies. Board members are encouraged to communicate with management, auditor and technical consultants to keep themselves current with industry trends and developments and changes in legislation, with management’s assistance. In addition, at every meeting, a short update or presentation is provided by the corporate secretary on corporate governance issues for discussion.

4. ETHICAL BUSINESS CONDUCT

Given its current size and stage of development, the members of the Board have not yet adopted a code of ethics for the directors, officers and employees of the Corporation. It has however developed a disclosure and trading policy which all employees, officers and directors must be familiar with and directors/officers are aware of their statutory legal obligations when discharging their duties.

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5. NOMINATION OF DIRECTORS

Given its current size and stage of development, the Board has not appointed a nominating committee and these functions are currently performed by the Board as a whole. Nominees are generally the result of recruitment efforts by Board members, including both formal and informal discussions among Board members and the President, and proposed directors’ credentials are reviewed in advance of a Board meeting with one or more members of the Board prior to the proposed director’s nomination. In keeping with the Corporation’s objectives, the Board has determined that a proposed director must possess the skills to enhance the overall performance of the Board.

6. COMPENSATION

The Board has created a HR & Compensation Committee in 2017, to oversee general human resources matters and executive compensation, a copy of the charter is available at www.sedar.com.

7. OTHER BOARD COMMITTEES

An audit committee was created in April of 2015 and an HR & Compensation Committee was created August 22, 2017.

8. ASSESSMENTS

No formal assessment process for the Board is currently in place.

9. DISCLOSURE ON DIVERSITY OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT UNDER THE CANADA BUSINESS CORPORATIONS ACT

In 2019, amendments to the CBCA were adopted requiring new disclosure of the number of: (i) women; (ii) aboriginal peoples; (iii) people with disabilities; and (iv) members of visible minorities (collectively, the “ Designated Groups ”) on the Board and in senior management positions with the Corporation.

The Corporation recognizes the benefits of having a diverse Board and management. Due to the relatively small size of the Board and stage of development of the Corporation, it has not adopted a formal diversity policy in respect of the Designated Groups, and instead has sought to increase diversity through the recruitment efforts of its officers and directors. The Corporation remains receptive to increasing the diversity of the Board and management taking into account the skills, background, experience and knowledge desired at any particular time by the Board and its committees.

The Corporation has not adopted term limits for directors and does not support the adoption of quotas or targets regarding representation by the Designated Groups on the Board or in senior management positions. All such appointments and renewals are made based on merit, in the context of the skills, experience, independence, knowledge and other qualities which the Corporation as a whole requires to be effective, with due regard for the benefits of diversity (including the level of representation by members of the Designated Groups). The Corporation considers the representation of the Designated Groups in identifying and nominating new directors and members of senior management. In order to gather the information required to assess levels of diversity for the Corporation to comply with the new diversity disclosure

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requirements under the CBCA, exiting and proposed directors and members of senior management of the Corporation will be asked whether they self-identify as belonging to one or more of the designated groups, on a voluntary basis. All responses will be considered in the context of the broader skills matrix sought by the Corporation for its respective positions from time to time. The Corporation feels its corporate governance practices are appropriate and effective, given its relatively small size and the nature of its operations. These practices allow the Corporation to operate efficiently, with simple checks and balances that control and monitor management and corporate functions without excess administrative burden or delay.

As of the date of this Circular, the Corporation has a total of seven directors and 3 members of senior management. The number and proportion of directors and members of senior management who self-identify as being a member of the four Designated Groups has been furnished by the respective directors and members of senior management on a voluntary basis and such responses have not been independently verified by the Corporation. The number and proportion of directors and members of senior management who self-identify as being a member of the four Designated Groups are as follows:

• Directors

• Two of the current directors (approximately 29%) are women. No directors self-identify as being part of other Designated Groups.

• Senior Management

“None of the Corporation’s senior management (0%) self-identify as being part of a Designated Group”.

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SCHEDULE C AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Corporation, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following.

Charter of the Audit Committee

1. MANDATE AND OBJECTIVES

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

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

• (ii) ensure the independence of the Corporation’s external auditor; and

• (iii) provide better communication among the Corporation’s auditor, the management and the Board.

2. COMPOSITION

The Committee shall be comprised of at least three (3) directors as determined by the Board. The members of the Committee shall be independent within the meaning of Regulation 52-110. However, the Board may appoint a non-independent member as per the exemptions provided in Regulation 52-110 provided that the majority of the members of the Committee are independent.

All of the members of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not sufficiently financially literate will work towards becoming financially literate to obtain a working familiarity with finance and accounting practices in a reasonable period of time.

For the purposes of this Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation’s financial statements. The members of the Committee shall be elected by the Board at its first meeting following each annual shareholders’ meeting. Unless a Chairman is elected by the Board, the members of the Committee may designate a Chairman by a majority vote of all the Committee members.

3. MEETINGS AND PROCEDURES

• (i) The Committee shall meet at least twice a year or more frequently if required.

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• (ii) At all meetings of the Committee, every question shall be decided by a majority of the votes cast. In the case of an equality of votes, the Chairman shall not be entitled to a second vote.

• (iii) A quorum for meetings of the Committee shall be a majority of its members and the rules for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those governing meetings of the Board.

4. DUTIES AND RESPONSIBILITIES

The following are the general duties and responsibilities of the Committee:

4.1 Financial Statements and Disclosure Matters

• a) review the Corporation’s financial statements, MD&A and any press releases regarding annual and interim earnings, before the Corporation publicly discloses such information, and any reports or other financial information which are submitted to any governmental body or to the public; and

• b) must be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in subsection a) above and must periodically assess the adequacy of those procedures.

4.2 External Auditors

• a) recommend to the Board the selection and, where applicable, the replacement of the external auditor to be nominated annually as well the compensation of such external auditor;

• b) oversee the work and review annually the performance and independence of the external auditor who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation;

• c) on an annual basis, review and discuss with the external auditor all significant relationships they may have with the Corporation that may impact their objectivity and independence;

• d) consult with the external auditor about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements;

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

• f) review the audit plan for the year-end financial statements and intended template for such statements;

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• g) review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, as well as any non-audit services provided by the external auditor to the Corporation or its subsidiary entities. The pre- approval requirement is satisfied with respect to the provision of non-audit services if:

• i. the aggregate amount of all such non-audit services provided to the Corporation constitutes no more than 5% of the total amount of fees paid by the Corporation and its subsidiary entities to its external auditor during the fiscal year in which the non-audit services are provided;

• ii. such services were not recognized by the Corporation or its subsidiary entities as non-audited services at the time of the engagement; and

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

The Committee may delegate to one or more independent members of the Committee the aforementioned authority to pre-approve non-audited services, provided the pre-approval of the non-audit services is presented to the Committee at its first scheduled meeting following such approval.

4.3 Financial Reporting Processes

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

• b) consider the external auditor’s judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting;

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

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

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

• f) establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters and the receipt, retention and treatment of

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complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters.

Composition of the Audit Committee

The Audit Committee is currently composed of Benoit La Salle, Steve Saviuk and Todd Paterson. Under NI 52-110, an audit committee member is “independent” if he or she has no direct or indirect material relationship with the issuer, that is, a relationship which could, in the view of the Board, reasonably be expected to interfere with the exercise of the member’s independent judgment. For the purpose of assessing the independence of a member of an audit committee, NI 52-110 further provides that an individual will be deemed to have a material relationship with an issuer if he or she accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer, other than as remuneration for acting in his or her capacity as a member or as part-time chair or vice-chair of the board of directors of the issuer or any committee thereof. For this purpose, the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes the acceptance of a fee by an entity in which such individual is a partner, and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer. Based on the foregoing, the Board has determined that all members are independent members of the Audit Committee.

The Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of section 1.6 of NI 52-110, that is, each member 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 Corporation’s financial statements.

Relevant education and experience

The Chair, Mr. Saviuk graduated from Concordia University (B.Comm) and started his career in accounting at KPMG. He moved to venture capital investing through Manitex Capital Inc., a company he co-founded over 30 years ago, and which still actively invests in emerging companies with a focus on the life science, renewable energy and sustainable resource sectors. He also cofounded Valeo Pharma in 2003 and has since served as its President and CEO. Mr. Saviuk has important executive management experience and he is well acquainted with key corporate governance issues having served on numerous boards of both public and private companies.

Mr. La Salle, is a Fellow Chartered Accountant, a member of the Canadian Institute of Chartered Accountants and holds a Commerce Degree and a Master of Business Administration. He founded SEMAFO, a TSX-listed gold producer that grew from a junior explorer to an over 250,000 ounces per year producer in West Africa during his leadership. In 1980, Mr. La Salle was a cofounder and a partner until 2004 of Grou, La Salle & Associates CA, a Montreal-based accounting firm offering audit and accounting services, with a strong emphasis on financial and corporate reorganization and the implementation of international corporate structures.

Todd Patterson is a corporate entrepreneur with over 25 years’ experience developing markets for both U.S.- and Canadian-based businesses. Throughout his life, Mr. Patterson has been immersed in the world of agriculture. He grew up on a working farm in southern Ontario and has managed multi-level functionality for businesses in the agricultural, natural food, and produce sectors for over 25 years. As the Founder/President/Owner of P4 Group Inc., Mr. Patterson focuses on developing national or international growth for companies ranging in size from startups to over $55 million. Over the course of his career, Mr. Patterson has launched some

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exceptionally innovative and profitable brands to North America, including POM Wonderful, Gourmet Garden, Snapple and just recently Big Mountain Foods. He also has considerable experience managing government relations, sales, marketing, and logistics for companies wishing to expand their product reach across borders (North America & Europe).

Pre-approval Policies and Procedures for Audit Services

Refer to the Section 1, Audit Committee Charter.

External Auditor Fees

Period ended December 31:	2021	2020
Audit Fees	$56,100	$50,000
Audit Related Fees	$3,927	$3,500
Tax Fees	$4,815*	$4,815
All Other Fees	-	$14,293
TOTAL	$64,842	$72,608

*Estimate as the total cost has not yet been established.

“Audit fees” consist of fees for professional services for the audit of the Corporation’s annual financial statements, and related matters.

“Audit-related fees” consist of fees for professional services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and which are not reported under “Audit Fees” above.

“Tax fees” consist of fees for professional services for tax compliance, tax advice and tax planning and which are not reported under “Audit Fees” above.

Reliance on Exemption

The Corporation is relying on the exemption set out in section 6.1 of NI 51-110 with respect to certain reporting obligations.

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