NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS OF 1182533 B.C. LTD.

&

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

JOINT INFORMATION CIRCULAR

DATED AS OF FEBRUARY 14, 2020

WITH RESPECT TO THE PROPOSED REVERSE TAKEOVER TRANSACTION INVOLVING 1182533 B.C. LTD. & CAPRICE BUSINESS DEVELOPMENT CANADA INC.

This joint information circular (the " Information Circular ") is furnished in connection with the solicitation of proxies by and on behalf of the management of 1182533 B.C. LTD. (d/b/a "Leaf Digital Studios") (" Leaf ") for use at the special meeting of Leaf shareholders to be held on April 2, 2020 at the time and place and for the purposes set out in the accompanying Leaf Notice of Meeting and any adjournment thereof (the " Leaf Meeting ").

This Information Circular is also furnished in connection with the solicitation of proxies by and on behalf of the management of Caprice Business Development Canada Inc. (" Caprice ") for use at the annual and special meeting of Caprice shareholders to be held on April 2, 2020 at the time and place and for the purposes set out in the accompanying Caprice Notice of Meeting and any adjournment thereof (the " Caprice Meeting ").

All information contained in this Information Circular with respect to Leaf was supplied by Leaf for inclusion herein, and with respect to such information, Caprice and its board of directors and officers have relied on Leaf. All information contained in this Information Circular with respect to Caprice was supplied by Caprice for inclusion herein, and with respect to such information, Leaf and its board of directors and officers have relied on Caprice.

No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Leaf Meeting or the Caprice Meeting, other than as contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Information Circular.

8694862.1

NOTICE OF SPECIAL MEETING OF LEAF SHAREHOLDERS ................................................. 3 NOTICE OF ANNUAL AND SPECIAL MEETING OF CAPRICE SHAREHOLDERS ................... 5 GLOSSARY OF TERMS ............................................................................................................. 7 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS ............................ 12 SUMMARY ............................................................................................................................... 13 GENERAL PROXY INFORMATION .......................................................................................... 19 THE AMALGAMATION ............................................................................................................. 26 RISK FACTORS ....................................................................................................................... 31 APPENDIX A ............................................................................................................................ 41 INFORMATION CONCERNING CAPRICE ............................................................................... 41 APPENDIX B ............................................................................................................................ 45 INFORMATION CONCERNING LEAF AND LDRLY ................................................................. 45 APPENDIX C ............................................................................................................................ 54 INFORMATION CONCERNING THE RESULTING ISSUER .................................................... 54 APPENDIX D ............................................................................................................................ 70 CAPRICE RESOLUTION .......................................................................................................... 70 APPENDIX E ............................................................................................................................ 71 LEAF RESOLUTION ................................................................................................................. 71 APPENDIX F ............................................................................................................................ 72 AMALGAMATION AGREEMENT .............................................................................................. 72 APPENDIX G ............................................................................................................................ 73 DISSENT RIGHTS (LEAF) ........................................................................................................ 73 APPENDIX H ............................................................................................................................ 82 LEAF AND LDRLY FINANCIAL INFORMATION ....................................................................... 82 APPENDIX I .............................................................................................................................. 85 PRO FORMA FINANCIAL INFORMATION ............................................................................... 85 APPENDIX J ............................................................................................................................. 86 INFORMATION REGARDING THE BUSINESS TO BE CONDUCTED AT THE ANNUAL GENERAL MEETING OF CAPRICE BUSINESS DEVELOPMENT CANADA INC ........ 86

8694862.1

1182533 B.C. LTD.

(d/b/a "Leaf Digital Studios") Suite 700 - 401 West Georgia Street Vancouver, British Columbia V6B 5A1

NOTICE OF SPECIAL MEETING OF LEAF SHAREHOLDERS

TAKE NOTICE that a special meeting (the " Leaf Meeting ") of the shareholders (the " Leaf Shareholders ") of 1182533 B.C. LTD. (" Leaf ") will be held at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia Street, Vancouver, BC, V6B 5A1 on April 2, 2020, at 10:00 a.m. (Vancouver time) for the following purposes:

to consider and, if deemed advisable, approve, with or without variation, a special resolution to approve:
(a) the amalgamation agreement (the " Amalgamation Agreement ") between Leaf, Caprice Business Development Canada Inc. (" Caprice ") and 1220311 B.C. Ltd. (" Subco "), the form of which is attached as Appendix F to this Information Circular, pursuant to which it is proposed that Leaf and Subco will amalgamate (the " Amalgamation ") and continue as one corporation under the name "1182533 B.C. Ltd." pursuant to the provisions of the British Columbia Business Corporations Act ;
(b) the Amalgamation and the consummation of the transactions contemplated thereby; and
to transact such other business as may properly come before the Leaf Meeting or any adjournment thereof.

Each Leaf Shareholder (a " Dissenting Shareholder ") is entitled to dissent in respect of the Amalgamation in accordance with Section 272 of the British Columbia Business Corporations Act (" BCA "). Strict compliance with the provisions of the BCA is required in order to exercise the right to dissent. Provided the Amalgamation becomes effective, each Dissenting Shareholder will be entitled to be paid by Amalco the fair value of such Dissenting Shareholders' Leaf Common Shares in respect of which such Dissenting Shareholder dissents in accordance with Section 272 of the BCA. Additional information is more particularly set forth in the Information Circular.

The accompanying Information Circular provides additional information relating to the matters to be considered at the Leaf Meeting. Also accompanying this notice is a form of proxy. Any adjournment of the Leaf Meeting will be held at a time and place to be specified at the Leaf Meeting. Only shareholders of Leaf of record at the close of business on February 14, 2020 will be entitled to receive notice of and vote at the Leaf Meeting.

If you are unable to attend the Leaf Meeting in person, please complete, sign and date the form of proxy and return the same within the time and to the location set out in the form of proxy accompanying this notice.

DATED at Vancouver, British Columbia, on February 14, 2020.

8694862.1

By order of the board of directors of

1182533 B.C. LTD.

"Darcy Taylor"

_____ Per Darcy Taylor, President

8694862.1

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

Suite 2900 - 550 Burrard Street

Vancouver, British Columbia V6C 0A3

NOTICE OF ANNUAL AND SPECIAL MEETING OF CAPRICE SHAREHOLDERS

TAKE NOTICE that an annual and special meeting (the " Caprice Meeting ") of the shareholders (the " Caprice Shareholders ") of Caprice Business Development Canada Inc. (" Caprice ") will be held at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia Street, Vancouver, BC, V6B 5A1 on April 2, 2020, at 10:30 a.m. (Vancouver time) for the following purposes:

to receive the audited financial statements of Caprice for the financial year ended December 31, 2019, together with the auditor's report thereon;
to elect directors of the Company for the ensuing year;
to re-appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors of Caprice for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
to approve the renewal of Caprice’s 10% rolling stock option plan, as more particularly set out in the accompanying Information Circular
to consider and, if deemed advisable, approve, with or without variation, a special resolution to approve:
(a) the amalgamation agreement (the " Amalgamation Agreement ") between Caprice, 1182533 B.C. Ltd. (d/b/a "Leaf Digital Studios")(" Leaf ") and 1220311 B.C. Ltd. (" Subco "), the form of which is attached as Appendix F to this Information Circular, pursuant to which it is proposed that Leaf and Subco will amalgamate (the " Amalgamation ") and continue as one corporation under the name "1182533 B.C. Ltd." pursuant to the provisions of the British Columbia Business Corporations Act ;
(b) the Amalgamation and the consummation of the transactions contemplated thereby, including the issuance of Caprice common shares that would result in Eastside Games Inc. becoming a "control person" of Caprice, as such term is defined under the policies of the TSX Venture Exchange; and
to transact such other business as may properly come before the Caprice Meeting or any adjournment thereof.

The accompanying Information Circular provides additional information relating to the matters to be considered at the Caprice Meeting. Also accompanying this notice is a form of proxy. Any adjournment of the Caprice Meeting will be held at a time and place to be specified at the Caprice Meeting. Only shareholders of Caprice of record at the close of business on February 19, 2020 will be entitled to receive notice of and vote at the Caprice Meeting.

If you are unable to attend the Caprice Meeting in person, please complete, sign and date the form of proxy and return the same within the time and to the location set out in the form of proxy accompanying this notice. If you are a non-registered shareholder of Caprice and receive these materials through your broker or another intermediary, please complete and return the materials

8694862.1

in accordance with the instructions provided to you by your broker or intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Caprice Meeting.

DATED at Vancouver, British Columbia, on February 14, 2020.

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

"Derek Lew"

_____ Per Derek Lew, CEO

8694862.1

GLOSSARY OF TERMS

The following is a glossary of terms used in this Information Circular, including the Summary hereof, and the appendices attached hereto.

affiliate

means a company that is affiliated with another company as described below.

A company is an "affiliate" of another company if: (a) one of them is the subsidiary of the other, or (B) each of them is controlled by the same Person.

A company is " controlled " by a Person if: (a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person; and (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by: (a) a company controlled by that Person; or (b) an affiliate of that Person or an affiliate of any company controlled by that Person.

Amalco means the continuing corporation to be constituted upon completion of the Amalgamation, to be named "1182533 B.C. Ltd." or such other name as the directors of such continuing corporation shall determine.

Amalco Shares means the common shares in the capital of Amalco. Amalgamation means the proposed amalgamation of Leaf and Subco in accordance with the Amalgamation Agreement. See "The Amalgamation" for further discussion.

Amalgamation means the agreement dated October 29, 2019 among Caprice, Leaf Agreement and Subco with respect to the Amalgamation. See Appendix F. Associate when used to indicate a relationship with a Person, means:

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling it to more than 10% of the voting rights attached to the outstanding securities of that issuer;

(b) any partner of the Person;

(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity;

(d) in the case of an individual, a relative of that individual, including: (i) the individual's spouse or child; or (ii) any relative of the individual or of his or her spouse who has the same residence as that individual;

8694862.1

BCA

BCA means the British Columbia Business Corporations Act , and the regulations promulgated thereunder, all as may be amended from time to time Broker Warrants means the broker warrants to be issued to the agents of Leaf with respect to the Offering, each such broker warrant exercisable into one Leaf Share (or, following completion of the Qualifying Transaction, one Caprice Share) at a price of $0.16 per share, for a period of 24 months from issuance Beneficial means Caprice Shareholders and Leaf Shareholders who do not Shareholders hold their Caprice Shares or Leaf Shares, respectively, in their own name Business Day means any day excepting Saturday, Sunday or statutory holidays in British Columbia Caprice means Caprice Business Development Canada Inc. Caprice Board means the board of directors of Caprice Caprice Meeting means the annual and special meeting of Caprice Shareholders on April 2, 2020 to consider and approve the election of directors, the appointment of the auditor, the annual renewal of Caprice's stock option plan, the Amalgamation and certain other matters relating to the Qualifying Transaction Caprice Shareholder means a holder of a Caprice Share Caprice Resolution means the ordinary resolution of the Caprice Shareholders approving the Amalgamation to be voted on at the Caprice Meeting Caprice Shares means the common shares in the capital of Caprice Certificate of means the certificate of amalgamation for the Amalgamation issued Amalgamation by the Registrar pursuant to the BCA Change of Name means the proposed change of name of Caprice to "Leaf Mobile Inc." Closing means the completion of the Amalgamation and all transactions related thereto Closing Date means the date of the Closing Completion of the means the date the Final Exchange Bulletin is issued by the TSXV Qualifying Transaction Control Person means any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more

8694862.1

	than 20% of the outstanding voting securities of an issuer, except
	where there is evidence showing that the holder of those securities
	does not materially affect the control of that issuer
CPC or Capital Pool	means a corporation: (a) that has been incorporated or organized in
Company	a jurisdiction in Canada; (b) that has filed and obtained for a
	preliminary CPC prospectus from one or more of the securities
	regulatory authorities in compliance with the CPC Policy; and (c) in
	regard to which the Completion of the Qualifying Transaction has not
	yet occurred
CPC Policy	means TSXV Corporate Finance Manual Policy 2.4
Depositary	means Odyssey Trust Company, the registrar and transfer agent of
	Caprice
Eastside Games	means Eastside Games Inc., a private British Columbia company
Effective Date	means the effective date of the Amalgamation, which shall be the
	date of the Certificate of Amalgamation
Exchange or TSXV	means the TSX Venture Exchange Inc.
Final Exchange	means the bulletin issued by the Exchange, which is issued following
Bulletin	closing of the Qualifying Transaction and the submission of all
	required documentation and which evidences the final Exchange
	acceptance of the Qualifying Transaction
Finder	means 586010 B.C. Ltd., a private company of which Dave Adams is
	the principal
Finder's Fee	means the agreement dated October 24, 2019 between Leaf and the
Agreement	Finder with respect to the Finder's Shares. See "The Amalgamation
	- Finder's Fee" for further discussion
Finder's Shares	means the 1,000,000 Caprice Shares to be issued to the Finder
	pursuant to the Finder's Fee Agreement. See "The Amalgamation -
	Finder's Fee" for further discussion.
Information Circular	means the joint notice of meeting and joint information circular of
	Caprice and Leaf dated February 14, 2020 to be forwarded by
	Caprice and Leaf to their shareholders in connection with the
	Caprice Meeting and the Leaf Meeting, respectively
Insider	if used in relation to an issuer, means: (a) a director or senior officer
	of that issuer; (b) a director or senior officer of the issuer that is an
	Insider or subsidiary of that issuer; (c) a Person that beneficially
	owns or controls, directly or indirectly, voting securities carrying more
	than 10% of the voting rights attached to all outstanding voting
	securities of that issuer; or (d) the issuer itself if it holds any of its
	own voting securities

8694862.1

10 -

issuer	means a company and its subsidiaries which have any of its
	securities listed for trading on the TSXV and, as the context requires,
	any applicant company seeking a listing of its securities on the TSXV
LDRLY	means LDRLY (Technologies) Inc.
LDRLY Agreement	means the agreement dated October 29, 2019 among Leaf, Eastside
	Games, and LDRLY, pursuant to which Leaf will acquire all of the
	shares outstanding in the capital of LDRLY. See Appendix B for
	further discussion.
Leaf	means 1182533 B.C. Ltd. (d/b/a "Leaf Digital Studios")
Leaf Board	means the board of directors of Leaf
Leaf Dissenting	means a registered owner of Leaf Shares who properly exercises its
Shareholder	dissent rights under the BCA
Leaf Meeting	means the special meeting of Leaf Shareholders on April 2, 2020 to
	consider and approve the Amalgamation and certain other matters
	relating to the Qualifying Transaction
Leaf Resolution	means the special resolution of the Leaf Shareholders approving the
	Amalgamation to be voted on at the Leaf Meeting
Leaf Shareholder	means a holder of a Leaf Share
Leaf Shares	means the common shares in the capital of Leaf
Offering	means the private placement offering of Leaf Shares at a price of
	$0.16 per share, for minimum gross proceeds of $3.41 million
Qualifying Transaction	means, collectively, the Amalgamation, Offering, the Change of
	Name and appointment of new management of Caprice
Record Date	means February 19, 2020.
Registrar	means the registrar appointed under the BCA.
Resulting Issuer	means the issuer that was formerly a CPC that exists upon issuance
	of the Final Exchange Bulletin
SEDAR	means the Canadian System for Electronic Document Analysis and
	Retrieval of the Canadian Securities Administrators available to the
	public online at www.sedar.com.
SEDI	means the System for Electronic Disclosure by Insiders available to
	the public online at www.sedi.ca.
Subco	means 1220311 B.C. Ltd., a wholly-owned subsidiary of Caprice

8694862.1

11 -

Subco Shares

Subco Shares means the common shares in the capital of Subco Tax Act means the Income Tax Act (Canada), and the regulations made pursuant thereto, all as may be amended from time to time

8694862.1

12 -

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Information Circular and its schedules contain "forward-looking statements" (within the meaning of applicable securities legislation). Such forward-looking statements concern the anticipated results of Caprice, Leaf, LDRLY and the Resulting Issuer and developments in their operations in future periods, plans related to their businesses, and other matters that may occur in the future. In particular, all statements other than historical facts included in this Information Circular that address activities, events or developments that management of Caprice or Leaf expect or anticipate will or may occur in the future are forward-looking statements, including but not limited to statements with respect to financial and other projections as well as statements or information concerning future operating plans, objectives, performance, revenues, growth, profits or operating expenses; plans to develop, implement or adopt new products, including with respect to LDRLY's products and services; statements regarding the industry in which LDRLY operates and in which the Resulting Issuer will operate; requirements for additional capital and future financing options; expansion and acceptance of LDRLY's brands and products to new markets; marketing plans; the availability of intellectual property protection for LDRLY's products; the Offering and the use of proceeds therefrom; the completion of the Amalgamation and the proceedings and transactions related thereto, including with respect to Leaf's acquisition of LDRLY; and other expectations of either Caprice or Leaf.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Caprice, Leaf, LDRLY or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to the Amalgamation; uncertainty of future revenues; competition; regulation; potential intellectual property issues; reliance on third party distributors; dependence on key executives; dependence on advertising revenue; potential requirement for further funding; IT security risks; potential conflicts of interest with proposed directors and officers; potential share price volatility; need to attract and retain qualified personnel; limited market for the trading of its securities; and uncertainty as to dividends.

Although Caprice and Leaf have attempted to identify important factors that could affect Caprice, Leaf, LDRLY and the Resulting Issuer, unknown events may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this Information Circular and its schedules address only as of the date hereof. Neither Caprice or Leaf undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unforeseen events other than as required by applicable law.

8694862.1

13 -

SUMMARY

The following is a summary of information relating to Caprice, Leaf, LDRLY and the Resulting Issuer (assuming completion of the Amalgamation) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Information Circular. This summary is provided for convenience of reference only and is qualified in its entirety by the more detailed information appearing elsewhere in this Information Circular and the schedules attached hereto, which information is specifically incorporated by reference into and forms an integral part of this Information Circular. Reference is made to the Glossary and Terms for the definitions of certain terms used in this Information Circular and in this summary.

The Companies

Caprice

Caprice is a "capital pool company" whose common shares are listed on the TSX Venture Exchange, and whose principal business activity consists of identifying and evaluating assets or businesses with a view to completing a Qualifying Transaction.

The Caprice Shares have been listed on the TSX Venture Exchange under the symbol "CAPB" since July 16, 2019. The price per Caprice Share on the last day of trading prior to the announcement of the Amalgamation was $0.155. Trading of the Caprice Shares has been halted since August 2, 2019, at request of Caprice pending announcement of the Amalgamation.

1220311 B.C. Ltd. is a wholly-owned subsidiary of Caprice, and was formed solely for the purposes of completing the Amalgamation. It has no assets and had not carried on any business.

For further discussion of Caprice, please refer to Appendix A "Information Concerning Caprice."

Leaf

Leaf is a British Columbia corporation that has no active operations, and which was formed solely to complete the acquisition of LDRLY. Since its incorporation, Leaf has completed ongoing equity financings to facilitate this acquisition.

LDRLY

LDRLY is a British Columbia corporation that has been a developer and publisher of casual or idle mobile video games since 2013. To date, LDRLY's focus has been on counter culture video games, with titles including Bud Farm Idle Tycoon , Bud Farm 420 , Bud Farm Grass Roots , Bud Farm Quest for Buds and Potfarm Legacy .

Pursuant to the LDRLY Agreement, Leaf will acquire all of the outstanding securities of LDRLY. Such acquisition will complete immediately prior to the completion of the Amalgamation.

As at the date of this Information Circular, LDRLY is a wholly-owned subsidiary of Eastside Games.

8694862.1

14 -

For further discussion of Leaf and LDRLY, please refer to Appendix B "Information Concerning Leaf and LDRLY."

The Amalgamation

Caprice, Leaf and Subco have agreed, subject to the satisfaction of certain conditions precedent, for Leaf and Subco to amalgamate and form Amalco. The property of each of Leaf and Subco will become property of Amalco, which will continue to be liable for the obligations of each of Leaf and Subco.

The Amalgamation will become effective on the date that the Certificate of Amalgamation is issued by the Registrar under the BCA. Under the Amalgamation:

each one (1) Leaf Share will be exchanged for one Caprice Share; and
all of the (1) Subco Shares will be exchanged for one Caprice Share.

Pursuant to the Amalgamation, 129,762,500 Caprice Shares will be issued to Leaf Shareholders. As a result, the Amalgamation is considered to be a "reverse takeover" transaction under the policies of the TSX Venture Exchange. In addition, 1,000,000 Finder's Shares will be issued to the Finder.

As a condition precedent to completing the Amalgamation, Leaf will complete its acquisition of all of the securities of LDRLY, such that, upon completion of the Amalgamation, LDRLY will become a wholly-owned subsidiary of Amalco, which in turn will be a wholly-owned subsidiary of Caprice.

Other conditions precedent to completing the Amalgamation include obtaining all necessary shareholder and regulatory approvals (including the approval of the TSX Venture Exchange), and completing the Offering.

As a result of the LDRLY acquisition and the Amalgamation, it is anticipated that Eastside Games will become a "control person" of Caprice by reason of holding more than 20% of the Caprice Shares anticipated to be outstanding following completion of the Qualifying Transaction.

Procedure for the Amalgamation

The Amalgamation is proposed to be carried out pursuant to the BCA. The following procedural steps must be taken in order for the Amalgamation to become effective:

the Amalgamation must be approved by the Caprice Shareholders and the Leaf Shareholders;
all conditions precedent to the Amalgamation set forth under the Amalgamation Agreement, including the completion of Leaf's acquisition of LDRLY pursuant to the LDRLY Agreement, must be satisfied or waived by the appropriate party; and
the requisite filings in the form prescribed by the BCA must be filed with the Registrar.

Exchange of Leaf Share Certificates

The procedure for the exchange of Leaf Shares into Caprice Shares is set out in the Letter of

8694862.1

15 -

Transmittal. Additional copies of the Letter of Transmittal may be obtained from Leaf. If the Amalgamation does not become effective, the Letter of Transmittal will be of no effect and any deposited certificates representing Leaf Shares will be returned forthwith to the shareholders entitled thereto. If the Amalgamation becomes effective, as soon as practicable after the Effective Date, certificates representing Caprice Shares will be forwarded to former Leaf Shareholders who have duly completed a Letter of Transmittal.

The Offering

Prior to completing the Amalgamation, Leaf intends to offer, by way of a non-brokered private placement, a minimum of 21,312,500 Leaf Shares at a price of $0.16 per share, for minimum gross proceeds of $3.41 million. The Offering is not subject to a maximum amount. It is a condition to completing the Qualifying Transaction that Leaf completes the Offering.

It is intended that the Leaf Shares sold under the Offering will be exchanged for Caprice Shares under the Amalgamation.

Interests of Certain Persons and Companies in Matters to be Acted On

Darcy Taylor is a control person of Leaf, a consultant to LDRLY, and the proposed CEO of the Resulting Issuer upon completion of the Qualifying Transaction.

Except for the foregoing, other common insiders of Caprice and Leaf, or as disclosed in the Information Circular, management of Caprice and Leaf are unaware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on of any director or executive officer of Caprice or Leaf or anyone who has held office as such since the commencement of the last completed fiscal years of Caprice or Leaf, or any other insider or proposed director or proposed executive officer, or of any associates or affiliates of the foregoing or any other informed person of Caprice or Leaf in the Amalgamation.

Arm's Length Transaction

The Amalgamation will be an arm's length transaction as between Caprice, Subco and Leaf. The acquisition of all of the securities of LDRLY will be an arm's length transaction as between Leaf, Eastside Games and LDRLY.

Board of Directors and Management

After completion of the Qualifying Transaction, the board of directors of the Resulting Issuer will consist of four members, being Derek Lew, Ian MacLeod, Mark Rutledge and Darcy Taylor. Mr. Taylor will also be appointed as the CEO of the Resulting Issuer, Mark Leung will remain as CFO of the Resulting Issuer and Brian Wideen will be appointed as VP Finance of the Resulting Issuer.

For further information regarding these individuals, please refer to Appendix C "Information Concerning the Resulting Issuer - Directors and Officers."

Board Recommendations

The Board of Directors of Caprice unanimously recommends that the holders of Caprice Shares vote in favour of the Amalgamation by approving the Caprice Resolution. The Board of

8694862.1

16 -

Directors of Caprice have unanimously approved this Information Circular and the delivery of this Information Circular to the Caprice Shareholders.

The Board of Directors of Leaf unanimously recommends that holders of the Leaf Shares vote in favour of the Amalgamation by approving the Leaf Resolution. The Board of Directors of Leaf have unanimously approved this Information Circular and the delivery of this Information Circular to the Leaf Shareholders.

Rights of Dissent

Each Leaf Shareholder is entitled to dissent in respect of the Amalgamation in accordance with the BCA. Strict Compliance with the provisions of the BCA is required in order to exercise the right to dissent . Provided that the Amalgamation becomes effective, each dissenting Leaf Shareholder will be entitled to be paid by Amalco the fair value of such dissenting Leaf Shareholder's Leaf Shares in respect of which such dissenting Leaf Shareholder dissents in accordance with the BCA. See Appendix G "Dissent Rights - Leaf" for the full text of the applicable portions of the BCA. Persons who are beneficial owners of Leaf Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered holders of such Leaf Shares are entitled to dissent. Accordingly, a beneficial owner of Leaf Shares desiring to exercise the right of dissent must make arrangements for such Leaf Shares beneficially owned by such beneficial shareholder to be registered in the name of such beneficial shareholder prior to the time that the written object to the Leaf Resolution is required to be received by Leaf, or alternatively, make arrangements for the registered holder of such Leaf Shares to dissent on such beneficial shareholder's behalf. See "Leaf Shareholders Right to Dissent" in the Information Circular for further discussion.

Summary of Pro Forma Financial Information

The following is a table summarizing key information from the pro forma statement of financial position of the Resulting Issuer, as at September 30, 2019 (unaudited). A copy of such pro forma statement of financial position is attached as Appendix I.

Total current assets	$5,910,412
Total non-current assets	$5,685,659
Total assets	$11,596,071
Total current liabilities	$2,500,996
Total shareholders' equity	$9,087,152

8694862.1

17 -

For the purposes of the pro forma statement of financial position, the completion of the Minimum Offering is assumed for gross proceeds and related estimated costs.

Available Funds

Upon Completion of the Qualifying Transaction, the Resulting Issuer will have the following funds available, assuming that gross proceeds of $3.41 million only are received under the Offering, and assuming that all subscribers are introduced by Haywood Securities Inc.:

Estimated consolidated working capital of as at December 31, 2019	$372,845
Gross Offering Proceeds	$3,410,000
Finder's fee payable to Haywood Securities Inc.	($204,600)
Estimated remaining expenses and costs related to the acquisition of LDRLY, Amalgamation and the Offering	($325,000)
Estimated funds available	$3,253245

Use of Available Funds

The principal purpose of such funds, plus funds anticipated from the future consolidated operations of the Resulting Issuer, will be as follows (assuming gross proceeds of only $3.41 million are received under the Offering):

Principal Purpose	Estimated Amount
Third party intellectual property licensing and acquisition	$250,000
costs
Game development and publishing expenses	$750,000
Game launch marketing expenses	$600,000
General and administrative expenses for 12 month period	$300,000
Unallocated working capital	$1,353,245
Stock Exchange Listing and Market Price of Caprice Shares
The Caprice Shares are listed for trading on the TSXV under the symbol "CAPB".
On August 2, 2019, the last date that the Caprice Shares traded on the TSXV prior to the date
on which the Amalgamation was publicly announced, the closing trading price of the Caprice
Shares on the TSXV was $0.155 per share.
The Leaf Shares are not listed for trading on any	stock exchange.
Upon Completion of the Qualifying Transaction, 125,887,500 Caprice Shares will remain subject
to escrow in accordance with a "Surplus Security Escrow Agreement" and 43,000,000 Caprice
Shares will be subject to escrow in accordance with a "Value Security Escrow Agreement" (as
such terms are defined under TSXV policies).	See "Description of the Securities - Escrowed
Securities" under Appendix C_Information Concerning the Resulting Issuer_for further
discussion.

8694862.1

18 -

Risk Factors

The Resulting Issuer will be subject to numerous risks, including but not limited to the following: risk factors with respect to the Amalgamation; uncertainty of future revenues; competition; regulation; potential intellectual property issues; reliance on third party distributors; dependence on key executives; dependence on advertising revenue; potential requirement for further funding; IT security risks; potential conflicts of interest with proposed directors and officers; potential share price volatility; need to attract and retain qualified personnel; limited market for the trading of its securities; and uncertainty as to dividends. See "Risk Factors".

Interest of Experts

No person who has prepared or certified a report described or included in this Information Circular has a direct or indirect interest in Caprice, Leaf, LDRLY or their respective Affiliates.

Accompanying Documents

This Information Circular is accompanied by several appendices, which are incorporated by reference into, form an integral part of, and should be read in conjunction with the Information Circular. It is recommended that Caprice Shareholders and Leaf Shareholders read the Information Circular, its appendices, and the Notice of Meeting applicable to them in their entirety.

Sponsorship

Caprice has made an application to the TSXV and has received an exemption from the sponsorship requirements of the TSXV.

Conditional Approval

The TSXV has conditionally accepted the Amalgamation and the Offering as Caprice's Qualifying Transaction, with completion being subject to Caprice and Leaf fulfilling all of the conditions of the TSXV.

8694862.1

19 -

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Unless otherwise stated, the information contained in this Information Circular is given as at the date hereof.

No person has been authorized by Caprice or Leaf to give any information or make any representations in connection with the transactions herein described other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Caprice or Leaf.

All information contained in this Information Circular with respect to Caprice has been supplied by Caprice for inclusion herein, and with respect to that information, Leaf and its board of directors and officers have relied solely on Caprice. Based on its due diligence conducted in this respect, Leaf has no reason to believe that this information is not accurate.

All information contained in this Information Circular with respect to Leaf and LDRLY has been supplied by Leaf for inclusion herein, and with respect to that information, Caprice and its board of directors and officers have relied solely on Leaf. Based on its due diligence conducted in this respect, Caprice has no reason to believe that this information is not accurate.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of Caprice and Leaf for use at the Caprice Meeting and Leaf Meeting, respectively, and at any adjournment(s) thereof.

The Caprice Meeting is to be held on April 2, 2020 commencing at 10:30 AM (Vancouver time) at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia, Vancouver, BC, V6B 5A1, and at any adjournments thereof, for the purposes set forth in the Caprice Notice of Meeting. Notice of the Caprice Meeting was provided to the securities commissions in each jurisdiction where Caprice is a reporting issuer under applicable securities laws.

The Leaf Meeting is to be held on April 2, 2020 commencing at 10:00 AM (Vancouver time) at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia, Vancouver, BC, V6B 5A1, and at any adjournments thereof, for the purposes set forth in the Leaf Notice of Meeting.

Instruments of Proxy for Caprice must be received by Odyssey Trust Company at 323 - 409 Granville Street, Vancouver, British Columbia V6C 1T2, or by fax within North America to 1 (800) 517 4553, or by internet at https://odyssseytrust.com/Transfer-Agent/Login not less than 48 hours (excluding Saturdays, Sundays and holidays), before the time set for the holding of the Caprice Meeting or any adjournment(s) thereof.

Instruments of Proxy for Leaf must be received by Leaf, at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia, Vancouver, BC, V6B 5A1, attention: Joe Chan, not less than 48 hours, excluding Saturdays, Sundays and holidays, before the time set for the holding of the Leaf Meeting or any adjournment(s) thereof.

The Caprice Board and the Leaf Board have fixed the record date for the Caprice Meeting and Leaf Meeting, respectively, on February 19, 2020 (the " Record Date "). Caprice Shareholders

8694862.1

20 -

and Leaf Shareholders of record as at the Record Date are entitled to receive notice of the Caprice Meeting or Leaf Meeting, as applicable, and to vote those Caprice Shares and Leaf Shares, respectively, included in the list of shareholders entitled to vote at the respective meeting prepared as at the Record Date.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or such shareholder's attorney authorized in writing or, if the shareholder is a Company, under its corporate seal or by an officer or attorney thereof duly authorized. The persons named in the enclosed Instruments of Proxy are directors or officers of Caprice or Leaf, as applicable. Each shareholder has the right to appoint a proxyholder other than the persons designated in the applicable Instrument of Proxy furnished by Caprice and Leaf, who need not be a shareholder, to attend and act for such shareholder and on such shareholder's behalf at the respective Meeting. To exercise such right, the names of the persons designated by management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

Persons Making the Solicitation

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors and officers of Caprice and Leaf. All costs of solicitation for the Caprice Meeting and the Leaf Meeting will be borne by Caprice and Leaf, respectively.

Caprice may pay the reasonable costs incurred by persons who are the registered but not beneficial owners of voting securities of Caprice (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Information Circular, the Caprice Notice of Meeting and Instrument of Proxy to the beneficial owners of such securities. Caprice will provide, without cost to such persons, upon request to Caprice, additional copies of the foregoing documents required for this purpose.

Date of Information Circular

Information contained in this Information Circular is given as at February 14, 2020, unless otherwise indicated

Revocability of Proxies

Caprice Shareholders

A Caprice Shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. A Caprice Shareholder may revoke a proxy by depositing an instrument in writing, executed by him or her or his or her attorney authorized in writing:

at the offices of the registrar and transfer agent of Caprice, Odyssey Trust Company at 323 - 409 Granville Street, Vancouver, British Columbia V6C 1T2, or by fax within North America to 1 (800) 517 4553, or by internet at https://odyssseytrust.com/TransferAgent/Login not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used;

8694862.1

21 -
at the registered office of Caprice at Suite 2080, 1055 West Georgia Street, Vancouver, British Columbia V6E 3R5, at any time up to and including the last business day preceding the day of the Caprice Meeting at which the proxy is to be used; or
with the chairperson of the Caprice Meeting on the date of the Caprice Meeting or any adjournment of the Caprice Meeting.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. In addition, a proxy may be revoked by the Caprice Shareholder personally attending the Caprice Meeting and voting his or her shares.

Leaf Shareholders

A Leaf Shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. A shareholder of Leaf may revoke a proxy by depositing an instrument in writing, executed by him or her or his or her attorney authorized in writing:

at the offices of Richards Buell Sutton LLP, 700 - 401 West Georgia, Vancouver, BC, V6B 5A1, Attention: Joe Chan, at any time up to and including the last business day preceding the day of the Leaf Meeting at which the proxy is to be used; or
with the chairperson of the Leaf Meeting on the date of the Leaf Meeting or any adjournment of the Leaf Meeting.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. In addition, a proxy may be revoked by the Leaf Shareholder personally attending the Leaf Meeting and voting his or her shares.

Exercise of Discretion By Proxy

The Caprice Shares or the Leaf Shares, as applicable, represented by the applicable Instrument of Proxy enclosed with the applicable Notice of Meeting and this Information Circular will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. However, if no specification is made, the shares will be voted in favour of the matters set forth in the proxy. If any amendments or variations are proposed at the Caprice Meeting or Leaf Meeting, as applicable, or any adjournment thereof to matters set forth in the proxy and described in the applicable Notice of Meeting and this Information Circular, or if any other matters properly come before the respective meetings or any adjournment thereof, the proxy confers upon the shareholder's nominee discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Caprice Meeting or Leaf Meeting, as applicable. At the date of this Information Circular, management of Caprice and Leaf know of no such amendments or variations or other matters to come before the Caprice Meeting or Leaf Meeting, as applicable.

Signing of Proxy

The Instrument of Proxy must be signed by the shareholder or the shareholder's duly appointed attorney authorized in writing or, if the shareholder is a Company, by a duly authorized officer.

8694862.1

22 -

An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate shareholder) should indicate that person's capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act.

Advice to Beneficial Holders of Caprice Shares and Leaf Shares on Voting

The information set forth in this section is of significant importance to multiple Caprice Shareholders and Leaf Shareholders, as a number of Caprice Shareholders do not hold Caprice Shares, and a number of Leaf Shareholders do not hold Leaf Shares, in their own name. Caprice Shareholders and Leaf 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 shareholders whose names appear on the respective records of Caprice and Leaf as the registered holders of Caprice Shares and Leaf Shares, as applicable, can be recognized and acted upon at the applicable meeting. If Caprice Shares or Leaf Shares, as applicable, are listed in an account statement provided to a Caprice Shareholder or Leaf Shareholder by a broker, then, in almost all cases, those Caprice Shares or Leaf Shares will not be registered in the applicable shareholder's name on the respective records of Caprice or Leaf. Such common shares will likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the majority of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depository for many Canadian brokerage firms). Caprice Shares or Leaf Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Caprice Shares or Leaf Shares, as applicable, are communicated to the appropriate Person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of the Caprice Meeting and Leaf Meeting. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholder in order to ensure that their Caprice Shares or Leaf Shares are voted at the applicable meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (" Broadridge "). Broadridge typically prepares a Voting Instruction Form (" VIF ") and mails the VIF to the Beneficial Shareholders and asks Beneficial Shareholders to return the VIF to Broadridge. Often, Beneficial Shareholders are provided with a toll-free telephone number or website address through either of which their Caprice Shares or Leaf Shares can be voted. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Caprice Shares or Leaf Shares, as applicable, to be represented at a meeting. A Beneficial Shareholder receiving a VIF from Broadridge cannot use that VIF to vote their common shares directly at the applicable meeting. The VIF must be returned to Broadridge well in advance of the Caprice Meeting and Leaf Meeting in order to have the Caprice Shares or Leaf Shares voted at the applicable meeting. If you have any questions respecting the voting of Caprice Shares or Leaf Shares, as the case may be, held through a broker or other intermediary please contact that broker or other intermediary for assistance.

8694862.1

23 -

Although a Beneficial Shareholder may not be recognized directly at the Caprice Meeting or Leaf Meeting, as applicable, for the purposes of voting Caprice Shares or Leaf Shares, as applicable, registered in the name of his or her broker (or an agent of the broker), a Beneficial Shareholder may attend at the meeting as proxyholder for the registered shareholder and vote the Caprice Shares or Leaf Shares in that capacity. A Beneficial Shareholder who wishes to attend the Caprice Meeting or Leaf Meeting and indirectly vote their Caprice Shares or Leaf Shares, as applicable, as proxyholder for the registered Caprice Shareholder or Leaf Shareholder, as applicable, should enter their own names in the blank space on the VIF provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Caprice Meeting or Leaf Meeting.

Voting Securities and Principal Holders of Voting Securities

Caprice

The authorized capital of Caprice consists of an unlimited number of Caprice Shares, of which 5,500,000 Caprice Shares were issued and outstanding as at the date of this Information Circular.

Each Caprice Shareholder is entitled to one vote for each Caprice Share shown as registered in his or her name on the list of shareholders, which will be available for inspection at the Caprice Meeting. The Caprice Board have fixed February 19, 2020 as the record date for the Caprice Meeting. Accordingly, only Caprice Shareholders of record as at the close of business on the Record Date are entitled to receive notice of and to attend and vote and the Caprice Meeting.

A quorum will be present at the Caprice Meeting, if there are at least two Caprice Shareholders present or represented by proxy holding not less than 5% of the Caprice Shares at the Caprice Meeting.

To the best of the knowledge of the directors and senior officers of Caprice, as at the Record Date, no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to the Caprice Shares, except the following:

Shareholder Name	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(1)(2)	Percentage of Outstanding Shares
Growthworks Blockchain Innovation FundI LP(3)	1,000,000	18.18%

Notes:

(1) This information was supplied to Caprice from insider reports and beneficial ownership reports filed on SEDI, and from the beneficial shareholders themselves.

(2) The holdings represent registered and beneficial ownership, and for the purposes hereof, beneficial ownership is presumed where sole voting and dispositive power is declared without disclaiming ownership.

(3) These Caprice Shares are held indirectly by Derek Lew, CEO and director of Caprice, as Mr. Lew has a controlling interest in Growthworks Blockchain Innovation Fund I LP.

Leaf

As at the date of this Information Circular, the authorized capital of Leaf consists of an unlimited number of Leaf Shares. As at the date of this Information Circular, 129,762,500 Leaf Shares and no other class of shares were issued and outstanding.

8694862.1

24 -

Each Leaf Shareholder is entitled to one vote for each Leaf Share shown as registered in his or her name of the list of shareholders, which will be available for inspection at the Leaf Meeting. The Leaf Board have fixed February 19, 2020 as the record date for the Leaf Meeting. Accordingly, only Leaf Shareholders of record as at the close of business on the Record Date are entitled to receive notice of and to attend and vote and the Leaf Meeting.

A quorum will be present at the Leaf Meeting, if there are at least two Leaf Shareholders present or represented by proxy holding not less than 5% of the Leaf Shares at the Leaf Meeting.

To the best of the knowledge of the directors and senior officers of Leaf, as at the Record Date, no person beneficially owns, controls or directs, directly or indirectly, shares carrying 10% or more of the voting rights attached to the Leaf Shares, except the following:

Shareholder Name	Number of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(1)(2)	Percentage of Outstanding Shares
Durban Holdings Ltd.~~(3)~~	50,000,000	38.53%
White Umbrella ConsultingInc.~~(4)~~	20,000,000	15.41%

Notes:

(1) This information was supplied to Caprice from the beneficial shareholders themselves.

(3) A private British Columbia company of which Julie Hamilton is the principal.

(4) A private British Columbia company of which Brad Roark is the principal.

Votes Necessary to Pass Resolutions

A special resolution of 66⅔% of affirmation votes cast at the Leaf Meeting, as applicable, is required to pass the Leaf Resolution approving the Amalgamation described herein. The Caprice Resolution approving the Amalgamation described herein must be approved by a majority of votes cast by Caprice Shareholders in respect thereof, other than any votes attached to the Caprice Shares held by Eastside or its associates and affiliates.

The Caprice Board and the Leaf Board both unanimously recommend that Caprice Shareholders and Leaf Shareholders, respectively, vote in favour of all resolutions.

Leaf Shareholders Right of Dissent

Persons who are beneficial shareholders of the Leaf Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that ONLY A REGISTERED LEAF SHAREHOLDER IS ENTITLED TO DISSENT . A LEAF Shareholder who beneficially owns Leaf Shares, but is not the registered holder thereof, should contact the registered holder for assistance.

Caprice Shareholders do not have dissent rights under the BCA with respect to the Amalgamation, and may only vote for or against the Caprice Resolution.

Procedure for Dissent under the BCA

Registered Leaf Shareholders (as defined below) have the right to dissent to the Leaf Resolution pursuant to Sections 237 to 247 (Part 8, Division 2) of the BCA. This summary is expressly subject to Sections 237 to 247 of the BCA, the text of which is reproduced in its

8694862.1

25 -

entirety in Appendix G hereto. Leaf is not required to notify, and will not notify, its shareholders of the time periods within which action must be taken in order for such shareholders to perfect their dissent rights. It is recommended that Leaf Shareholders wishing to avail themselves of their dissent rights seek legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BCA may prejudice any such rights.

A " Registered Leaf Shareholder " is a Leaf Shareholder whose Leaf Shares are registered in his or her name on shareholder register of Leaf. If a Leaf Shareholder holds his or her Leaf Shares through an investment dealer, broker or market intermediary, he or she will not be a Registered Leaf Shareholder as such Leaf Shares will be registered in the name of his or her investment dealer, broker or market intermediary. Any holder of Leaf Shares who wishes to invoke his or her dissent rights should register his or her shares in his or her name or arrange for the Registered Leaf Shareholder to dissent. Any shareholder of Leaf Shares who wishes to invoke his or her dissent rights is urged to consult with his or her legal or investment advisor to determine whether they are Registered Leaf Shareholders and to be advised of the strict provisions of Sections 237 to 247 of the BCA. Any shareholder who wishes to register his or her shares in his or her name is urged to consult with his or legal or investment advisor.

In the event that the Leaf Resolution is adopted and becomes effective, any Leaf Shareholder who dissents (a " Leaf Dissenting Shareholder ") in respect of such special resolution in compliance with Sections 237 to 247 of the BCA will be entitled to be paid by Amalco a sum representing the fair value of his or her Leaf Shares.

A Leaf Dissenting Shareholder must send to Leaf at or before the Leaf Meeting a written objection (a " Dissent Notice ") to the Leaf Resolution. A vote against the Leaf Resolution does not constitute a Dissent Notice. The BCA do not provide for partial dissent and, accordingly, a shareholder may only dissent with respect to all of the shares held by such shareholder or on behalf of any one beneficial owner whose shares are registered in his or her name.

Under the BCA, an application by Leaf, or by a Leaf Shareholder if he or she has sent a Dissent Notice as described above, may be made to the British Columbia Supreme Court to determine the payout value of the Leaf Shares if an agreement of such a payout value cannot be reached with Leaf. Promptly after a determination of the payout value of the Leaf Shares owned by the Leaf Dissenting Shareholder, Leaf shall pay such amount as ordered by the court to the Leaf Dissenting Shareholder or send notice to such Leaf Dissenting Shareholder that Leaf is unable lawfully to pay such amount (if Leaf was insolvent or such payment would render Leaf insolvent). Upon receiving such notice from Leaf, the Leaf Dissenting Shareholder may, within 30 days of such receipt, withdraw his or her Leaf Dissent Notice or remain a Leaf Dissenting Shareholder and Leaf shall pay the ordered amount as soon as Leaf is lawfully able to do so.

With respect to the Amalgamation, Leaf Dissenting Shareholders will not have any right other than those granted under the BCA to have their shares appraised or to receive the fair value thereof.

8694862.1

26 -

THE AMALGAMATION

At the Caprice Meeting and the Leaf Meeting, Caprice Shareholders and Leaf Shareholders will be asked to consider and, if thought advisable, to pass the Caprice Resolution and Leaf Resolution, respectively, to approve the Amalgamation and related transactions pursuant to the terms of the Amalgamation Agreement. The Amalgamation and the terms of the Amalgamation Agreement are summarized below. This summary does not purport to be complete, and is qualified in its entirety by reference to the Amalgamation Agreement, which has been filed by Caprice under its profile on SEDAR at www.sedar.com, and attached to this Information Circular as Appendix F.

A full description of the background, history, business, affairs, management and share structure of Caprice is contained in this Information Circular under the heading "Information Concerning Caprice".

A full description of the background, history, business, affairs, management and share structure of Leaf is contained in this Information Circular under the heading "Information Concerning Leaf".

A full description of the business, affairs, management and share structure of the Resulting Issuer and Amalco is contained in this Information Circular under the heading "Information Concerning the Resulting Issuer".

In order to implement the Amalgamation, the Caprice Resolution must be approved by a majority of votes cast by Caprice Shareholders in respect thereof, other than any votes attached to the Caprice Shares held by Eastside or any other Leaf Shareholders or their associates and affiliates, and the Leaf Resolution must be approved by not less than two-thirds of the votes cast by the Leaf Shareholders present in person or by proxy at the Leaf Meeting. The text of the Caprice Resolution and Leaf Resolution are set out in Appendix D and E to this Information Circular respectively.

The Amalgamation and the Offering, taken together, are intended to be Caprice's Qualifying Transaction. Further description of the Offering follows below in this Information Circular.

If the Amalgamation is approved at the Caprice Meeting and Leaf Meeting, and all conditions to the Amalgamation (including but not limited to the completion of the Offering for minimum gross proceeds of $3.41 million and Leaf's acquisition of LDRLY) are satisfied or waived in accordance with the Amalgamation Agreement, the Amalgamation is anticipated to take effect in April 2020.

Principal Steps of the Amalgamation

Pursuant to the Amalgamation, Leaf and Subco, a wholly-owned subsidiary of Caprice, will amalgamate under the BCA to form Amalco. It is intended that Amalco will be named "1182533 B.C. Ltd.".

Under the Amalgamation, the Leaf Shareholders will receive one Caprice Share for every one Leaf Share held on the Effective Date of the Amalgamation. In consideration, Caprice will receive one Amalco Share for every one Caprice Share that it issues to the Leaf Shareholders. Caprice will additionally receive one Amalco Share for the Subco Shares held by it. As a result, Amalco will be a wholly-owned subsidiary of Caprice.

8694862.1

27 -

The Caprice Shares to be issued to the Leaf Shareholders will be issued pursuant to exemptions from prospectus requirements contained in the securities legislation in several jurisdictions. The Caprice Shares to be issued to certain Leaf Shareholders will be held in escrow pursuant to the policies of the TSXV. See "Information Concerning the Resulting Issuer - Escrowed Securities".

The existing Caprice Shares that are issued and outstanding as at the date of this Information Circular and as at the Effective Date of the Amalgamation will not be affected by the Amalgamation, nor will any stock options granted by Caprice.

Once completed, the respective assets and liabilities of Leaf and Subco will become the assets and liabilities of Amalco.

Conditions to the Amalgamation

Completion of the Amalgamation is subject to several conditions, including the following:

Caprice and Leaf shall have received all necessary approvals from its respective shareholders;
the completion of the Offering for minimum gross proceeds of $3.41 million;
Leaf shall have completed its acquisition of LDRLY pursuant to the LDRLY Agreement. Further description of LDRLY and the LDRLY Agreement is provided in Appendix B;
the TSXV shall have granted conditional approval to the Amalgamation and the Minimum Offering as a Qualifying Transaction of Caprice; and
all other consents, orders and approvals required or necessary or desirable for the completion of the Amalgamation shall have been obtained.

Procedure for Exchange of Leaf Shares

At the time of sending this Information Circular to each Leaf Shareholder, Leaf is also sending to each registered Leaf Shareholder the Letter of Transmittal. The Letter of Transmittal is for use by registered Leaf Shareholders only and is not to be used by Leaf Beneficial Shareholders or Caprice Shareholders. Beneficial Shareholders should contact their broker or other intermediary for instructions and assistance in receiving the Caprice Shares issuable in respect of their Leaf Securities. The Letter of Transmittal requests the Leaf Shareholders to tender any certificates representing their Leaf Shares in exchange for Caprice Shares.

Registered Leaf Shareholders are requested to tender to the Depositary any share certificates representing their Leaf Shares along with the duly completed Letter of Transmittal. Within five Business Days after the Effective Date, the Depositary will forward to each registered Leaf Shareholder that submitted an effective Letter of Transmittal to the Depositary, together with the certificate representing the Leaf Shares held by such Leaf Shareholder immediately prior to the Effective Date, certificates representing the Caprice Shares to which the Registered Leaf Shareholder is entitled under the Amalgamation, to be delivered to or at the direction of such Leaf Shareholders.

8694862.1

28 -

Certificates representing Caprice Shares will be registered in such name or names as directed in the Letter of Transmittal will be either (i) delivered to the address or addresses as such Leaf Shareholders directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Leaf Shareholders in the Letter of Transmittal.

A Registered Leaf Shareholder that does not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the certificates representing the Caprice Shares to which such Leaf Shareholder is entitled pursuant to the Amalgamation, by delivering the certificate(s) representing Leaf Shares formerly held by it to the Depositary at the office indicated in the Letter of Transmittal at any time prior to the sixth anniversary of the Effective Date. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing the Caprice Shares will be registered in such name or names as directed in the Letter of Transmittal will be either (i) delivered to the address or addresses as such Leaf Shareholder directed in its Letter of Transmittal or (ii) made available for pick up at the office of the Depositary in accordance with the instructions of the registered Leaf Shareholder in the Letter of Transmittal, within five Business Days of receipt by the Depositary of the required certificates and documents.

In the event that any certificate which represented Leaf Shares in respect of which the holder was entitled to receive Caprice Shares pursuant to the Amalgamation is lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such affidavit or statutory declaration, certificates representing Caprice Shares to which such registered Leaf Shareholder is entitled pursuant to the Amalgamation. However, the Depositary, Caprice or Amalco may, as a condition precedent to the delivery thereof, require the Leaf Shareholder to give a bond in such form and/or amount that is satisfactory to them, or otherwise require the Leaf Shareholder to provide an indemnity in favour of the Depositary, Caprice and Amalco in a manner satisfactory to them against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

A Registered Leaf Shareholder must deliver to the Depositary at the office listed in the Letter of Transmittal:

the certificates representing their Leaf Shares;
a Letter of Transmittal in the form accompanying this Information Circular, or a manually executed photocopy thereof, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and
any other relevant documents required by the instructions set out in the Letter of Transmittal.

Cancellation of Rights after Six Years

Any certificate which immediately before the Effective Time represented an outstanding Leaf Share and which has not been surrendered, with a duly completed Letter of Transmittal and all other documents required by the Depositary, on or before the date that is six years after the Effective Date, will cease to represent any claim for Caprice Shares or any other claim against or interest of any kind or nature in Caprice, Amalco or the Resulting Issuer.

8694862.1

29 -

Accordingly, Leaf Shareholders who do not deposit with the Depositary a duly completed Letter of Transmittal and certificates representing their Leaf Shares on or before the date that is six years after the Effective Date will not receive Caprice Shares or any other consideration in exchange therefor and will not own any interest in Caprice, Leaf, Amalco or the Resulting Issuer, and such Leaf Shareholders will not be paid any other compensation.

New Control Persons of Caprice

Upon completion of the LDRLY Acquisition, it is anticipated that Eastside Games will hold 55,187,500 Leaf Shares, which will in turn be exchanged for 55,187,500 Caprice Shares under the Amalgamation, representing 25.94% of the Caprice Shares, on a non-diluted basis, expected to be issued and outstanding following completion of the Amalgamation and assuming only $3.41 million in gross proceeds are received under the Offering. As such, Eastside Games will be considered a "control person" of the Resulting Issuer upon Completion of the Qualifying Transaction.

Further information regarding Eastside Games is provided in Appendix B Information Concerning Leaf and LDRLY . As at the date of this Information Circular, Eastside Games does not hold any Leaf Shares or Caprice Shares, and is at arm's length to Caprice and Leaf.

Additionally, Durban Holdings Ltd. holds 50,000,000 Leaf Shares as at the date of this Information Circular, which will be exchanged for 50,000,000 Caprice Shares under the Amalgamation, representing 23.5% of the Caprice Shares, on a non-diluted basis, expected to be outstanding following completion of the Amalgamation and assuming only $3.41 million in gross proceeds are received under the Offering.

Durban Holdings Ltd. is a private British Columbia company of which Julie Hamilton is the principal. As such, Ms. Hamilton will also be considered a "control person" of the Resulting Issuer upon Completion of the Qualifying Transaction.

Regulatory Approvals

It is a condition of the Amalgamation that the TSXV shall have conditionally approved the Amalgamation and the Offering as the Qualifying Transaction for Caprice. Application has been made to obtain such approval.

Any approval will be subject to Caprice meeting the initial listing requirements of the TSXV after completion of the Amalgamation and Offering. There can be no assurance as to if, or when, such approval will be obtained.

Interests of Certain Persons in the Amalgamation

In considering the recommendation of the Caprice Board and Leaf Board with respect to the Amalgamation, Caprice Shareholders and Leaf Shareholders should be aware that certain members of the Caprice Board have interests in connection with the Amalgamation that may present them with actual or potential conflicts of interest in connection with the Amalgamation.

The Caprice directors and executive officers hold, in the aggregate, 11.2 million Leaf Shares, representing approximately 8.6% of the Leaf Shares outstanding on the Record Date, as is more fully described in the following table:

8694862.1

30 -

Shareholder Name	Number of Leaf Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly(1)(2)	Percentage of Outstanding Shares
Growthworks Blockchain Innovation FundI LP.(1)	9,200,000	7.09%
Derek Lew	2,000,000	1.54%

Notes:

(1) This information was supplied to Caprice from the beneficial shareholders themselves.

(3) These Leaf Shares are held indirectly by Derek Lew, CEO and director of Caprice, as Mr. Lew has a controlling interest in Growthworks Blockchain Innovation I LP.

All of the Leaf Shares held by such Caprice directors and executive officers will be treated in the same fashion under the Amalgamation as Leaf Shares held by every other Leaf Shareholder. No collateral benefit will be received by any of the above persons in connection with the Amalgamation.

Finder's Fees

Pursuant to the Finder's Fee Agreement, upon Completion of the Qualifying Transaction, the Finder will receive 1,000,000 Caprice Shares as a finder's fee with respect to the Amalgamation, subject to Caprice receiving all necessary prior approvals from the TSXV.

The Finder is at arm's length to Caprice and to Leaf.

Offering

Under the Offering, Leaf will offer, by way of a non-brokered private placement, a minimum of 21,312,500 Leaf Shares at a price of $0.16 per share, for minimum gross proceeds of $3.41 million. The Offering is not subject to a maximum amount. As a condition to completing the Amalgamation, and as a part of its Qualifying Transaction, Caprice must complete the Offering. All Leaf Shares sold under the Offering will be exchanged for Caprice Shares under the Amalgamation, such that investors under the Offering will receive Caprice Shares upon Completion of the Qualifying Transaction on the same basis as all other Leaf Shareholders.

Leaf has retained Haywood Securities Inc. (" Haywood ") as an agent to assist with the Offering. In consideration of its services, Leaf has agreed to pay Haywood a cash commission equal to 6% of the gross proceeds received by Leaf under the Offering from investors introduced by Haywood. In addition, Haywood will receive that number of Broker Warrants that will entitle it to acquire that number of Leaf Shares (or Caprice Shares, upon completion of the Amalgamation) that is equal to 6% of the total number of Leaf Shares sold under the Offering to investors introduced by Haywood. The Broker Warrants are exercisable at $0.16 per share for a period of 24 months from issuance.

The use of proceeds from the Offering are described in Appendix C Information Concerning the Resulting Issuer .

Caprice Resolution and Leaf Resolution

At the Caprice Meeting and the Leaf Meeting, Caprice Shareholders and Leaf Shareholders will be asked to consider, and if thought fit, to pass the Caprice Resolution and Leaf Resolution,

8694862.1

31 -

respectively, approving the Amalgamation. The full text of the Caprice Resolution and Leaf Resolution are included in Appendices D and E, respectively.

The Caprice Board recommends that the Caprice Shareholders vote in favour of the Caprice Resolution; the Leaf Board recommends that the Leaf Shareholders vote in favour of the Leaf Resolution. If named as proxy, the respective management designees of Caprice and Leaf intend to vote the Caprice Shares or Leaf Shares represented by such proxy, as applicable, at the Caprice Meeting or Leaf Meeting for the approval of the Caprice Resolution or Leaf Resolution, respectively, unless otherwise directed in the instrument of proxy.

RISK FACTORS

In evaluating the Qualifying Transaction, Caprice Shareholders and Leaf Shareholders should carefully consider the following risk factors relating to the Qualifying Transaction. The following risk factors are not a definitive list of all risk factors associated with the Qualifying Transaction. Additional risks and uncertainties, including those currently unknown or considered immaterial by Caprice and Leaf, may also adversely affect the Caprice Shares, Leaf Shares and/or the business of Caprice following the Completion of the Qualifying Transaction.

In addition to the risk factors set out below, Caprice Shareholders and Leaf Shareholders should also carefully consider the risk factors associated with the businesses of Caprice and Leaf included elsewhere in this Information Circular and in its Appendices. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated.

Risks Associated with the Qualifying Transaction

The Amalgamation Agreement may be terminated in certain circumstances

Each of Caprice and Leaf has the right to terminate the Amalgamation Agreement in certain circumstances. Accordingly, there is no certainty, nor can Caprice or Leaf provide any assurance, that the Amalgamation Agreement will not be terminated by either Caprice or Leaf before the completion of the Amalgamation.

There can be no certainty that all conditions precedent to the Amalgamation will be satisfied.

The completion of the Amalgamation is subject to a number of conditions precedent, certain of which are outside the control of Caprice and Leaf, including completion of the Offering. There can be no certainty, nor can Caprice or Leaf provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Amalgamation is not completed and the Caprice Board or Leaf Board decide to seek another merger or arrangement for Caprice or Leaf, respectively, there can be no assurance that either Caprice or Leaf will be able to find an alternative transaction.

Transaction Costs

Certain costs related to the Qualifying Transaction, such as legal, accounting and certain financial advisor fees, must be paid by Caprice and Leaf even if the Qualifying Transaction is not completed. Caprice and Leaf are each liable for their own costs incurred in connection with the Qualifying Transaction.

8694862.1

32 -

Dilution

Under the terms of the Amalgamation and Offering, additional Caprice Shares will be offered, thus causing a dilution to existing Caprice Shareholders.

Risk Associated with the Resulting Issuer

Uncertainty of Future Revenues

It is anticipated that, in the near term following Completion of the Qualifying Transaction, the Resulting Issuer will maintain LDRLY as a subsidiary through which its operations will be conducted.

The business objectives of the Resulting Issuer are described in Appendix C Information Concerning the Resulting Issuer . The future success of the Resulting Issuer is dependent on management's ability to implement LDRLY's ongoing strategies. There is no certainty that anticipated outcomes and sustainable revenue streams will be continued.

The Resulting Issuer's future growth and prospects will depend on its ability to expand LDRLY's current operations and gain additional revenue streams, while maintaining effective cost controls. Any failure to do so will likely have a material adverse effect on the Resulting Issuer's business, financial condition and results.

The Resulting Issuer's business will depend on developing, publishing and continuing to service games that consumers will download and spend time and money playing. It is primarily focused on mobile gaming, offering games on mobile devices, including smartphones and tablets on Apple’s iOS and Google’s Android operating systems, and on social networking platforms such as Facebook. Substantial resources have been and will be devoted to the research, development, analytics and marketing of its games. Development and marketing efforts are focused on both improving the experience of existing games (frequently through new content and feature releases for our live services) and developing new games. Revenue is primarily generated through the sale of in-game virtual items and advertising. For games distributed through third-party platforms, a portion of revenues are shared from in-game sales with the platform providers. Due to its focus on mobile gaming, these costs are expected to remain a significant operating expense. In order to remain profitable, the Resulting Issuer will need to generate sufficient bookings and revenues from existing and new game offerings to offset ongoing development, marketing and operating costs.

Successfully monetizing games is difficult, and requires that the Resulting Issuer deliver valuable and entertaining player experiences that a sufficient number of players will pay for or that the Resulting Issuer is able to otherwise sufficiently monetize its games (for example, by serving in-game advertising). The success of its games depends, in part, on unpredictable and volatile factors beyond the Resulting Issuer's control, including consumer preferences, competing games, new mobile platforms and the availability of other entertainment experiences. If its games do not meet consumer expectations, or if they are not brought to market in a timely and effective manner, the Resulting Issuer's ability to grow revenue and our financial performance will be negatively affected.

In addition to the market factors noted above, the Resulting Issuer's ability to successfully develop games for mobile platforms and its ability to achieve commercial success will depend on its ability to:

8694862.1

33 -
effectively market its games to existing and new players;
achieve benefits from player acquisition costs;
achieve organic growth and gain customer interest in its games through free or more efficient channels;
adapt to changing player preferences;
adapt to new technologies and feature sets for mobile and other devices;
expand and enhance games after their initial release;
attract, retain and motivate talented and experienced game designers, product managers and engineers;
partner with mobile platforms and obtain featuring opportunities;
continue to adapt game feature sets for an increasingly diverse set of mobile devices, including various operating systems and specifications, limited bandwidth, and varying processing power and screen sizes;
minimize launch delays and cost overruns on the development of new games and features;
achieve and maintain successful customer engagement and effectively monetize our games;
maintain a quality social game experience so as to retain players;
develop games that can be built upon or become franchise games;
compete successfully against a large and growing number of existing market participants;
accurately forecast the timing and expense of operations, including game and feature development, marketing and customer acquisition, customer adoption, and success of bookings growth;
minimize and quickly resolve bugs or outages; and
acquire and successfully integrate high quality mobile game assets, personnel or companies.

Further, it is difficult to predict if, or when, games will begin to decline, the decay rate for any particular game (i.e., the speed at which the popularity and player usage for a game declines) and the commercial success of new games and features. The success of the Resulting Issuer will depend on its ability to consistently and timely launch new games and features that achieve significant popularity and have the potential to become franchise games as bookings from older games decline. It is difficult to predict with certainty when new games will be launched, as games may require longer development schedules or soft launch periods to meet quality standards and player expectations. If decay rates are higher than expected in a particular

8694862.1

34 -

quarterly period and/or delays occur in the launch of new games that are needed to offset decay rates of older games, or if new games do not monetize well, the Resulting Issuer may not meet expectations or the expectations of securities analysts or investors for a given quarter.

These and other uncertainties make it difficult to know whether the Resulting Issuer will succeed in continuing to develop successful live service games and launch new games and features in accordance with its objectives. If it does not succeed in doing so, the business, financial condition, or results of operations of the Resulting Issuer will suffer.

Competition

The market in which the Resulting Issuer will operate is vastly competitive and fast moving, and may even grow more competitive. The gaming industry is subject to rapid changes, including from evolving consumer preferences and emerging technologies. Many new games are introduced in each major industry segment (mobile, web, PC and console), but only a relatively small number of game titles account for a significant portion of total revenue in each segment. Game developers and distributors vary vastly in size and resources, and some have significant resources for developing or acquiring additional games, or have a more diversified set of revenue sources than the Resulting Issuer, and may be less affected in consumer preferences, regulations or other developments that may impact the gaming industry. At the same time, management of the Resulting Issuer considers its user base to be specific and niche, with fewer competitors targeting the same user base.

As there are relatively low barriers to entry to develop mobile games, it is expected new competitors will enter the market and existing competitors will allocate more resources to develop and market competing games and applications. The proliferation of titles may make it difficult for the Resulting Issuer to differentiate itself from other developers or to compete for players without increasing its marketing expenses and development costs. There can be no guarantee that the Resulting Issuer's competitors will not develop similar or superior products to those of the Resulting Issuer, which may affect the Resulting Issuer's ability to compete.

As a subset of a larger entertainment industry, the Resulting Issuer also faces competition for leisure time, attention and discretionary spending of its game players from other non-gaming activities. Increasing competition could result in a loss of players, increasing player acquisition and retention costs, and loss of talent.

The Resulting Issuer may also face competition as between its own games. It is possible that new games or features may reduce the amount of time that players spend with other games published by the Resulting Issuer. In particular, the Resulting Issuer plans to continue to leverage its existing games to cross-promote new games and features, which may encourage players of existing games to divert some of their playing time and discretionary spending away from those existing games. If new games or features do not increase the Resulting Issuer's player base, increase the overall amount of time that players spend on its games, or generate sufficient new bookings to offset declines from existing games, the Resulting Issuer's financial results could be adversely affected.

Historical Dependence on Franchise Games

Historically, LDRLY has depended on a small number of games for a majority of its revenue and this dependency may continue for the foreseeable future. Bookings and revenue from many games may decline over time after reaching a peak of popularity and player usage. As a result,

8694862.1

35 -

the Resulting Issuer's success will depend on its ability to engage with players by consistently and timely launching new games and enhancing existing games with new content, features and events. Constant game enhancement requires the investment of significant resources, particularly with older games, and such costs on average have increased.

It is difficult to consistently anticipate player demand on a large scale, particularly as games are developed in new categories or new markets, including international markets and mobile platforms. If the Resulting Issuer does not successfully launch games that attract and retain a significant number of players and extend the life of its existing games, its financial results will be harmed.

Further, LDRLY's existing games are focused towards a niche audience of counter culture consumers. In order to sustain and grow revenue levels, it must attract, retain and increase the number of paying players or more effectively monetize players through advertising and other strategies. To retain players, the Resulting Issuer will need to devote significant resources so that its games retain their interest; similarly, the Resulting Issuer will need to devote significant resources to attract existing players to its other games. The Resulting Issuer might not succeed in its efforts to increase the monetization rates of users, particularly if it is unable to retain paying players. If the Resulting Issuer fails to grow or sustain the number of paying players, if the rates at which it attracts and retains paying players declines, or if the average amount each player pays declines, the Resulting Issuer's business may not grow and its financial results will suffer.

Virtual Items/Economies

Paying players purchase virtual items in the Resulting Issuer's games because of the perceived value of these goods, which is dependent on the relative ease of obtaining an equivalent good by playing the Resulting Issuer's game. The perceived value of these virtual items can be impacted by various actions that the Resulting Issuer may take in these games, including offering discounts for virtual items, giving away virtual items in promotions or providing easier non-paid means to secure these goods. Managing game economies is difficult, and relies on management's assumptions and judgement. If the Resulting Issuer fails to manage its virtual economies properly or fail to promptly and successfully respond to any such disruption, its reputation may suffer and players may be less likely to play its games and to purchase virtual items in the future, which would cause the Resulting Issuer's business, financial condition and results of operations to suffer.

Regulation

The Resulting Issuer is subject to general business regulations and laws, as well as regulations and laws governing the internet, gaming, ecommerce and electronic devices. Existing and future laws and regulations may impede the Resulting Issuer's growth or strategy. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, consumer protection, web services, websites, the characteristics and quality of products and, though the Resulting Issuer will not have any games that display cannabis or promote its use, the regulation of cannabis-related imagery and associated matters. Unfavourable changes in regulations and laws could decrease the ability of the Resulting Issuer to distribute its games, decrease demand for its games or events, thereby increasing its cost of doing business, or causing a material adverse effect on the popularity or availability of the Resulting Issuer's games, or its results of operations and financial condition.

8694862.1

36 -

Intellectual Property

Though the Resulting Issuer's business model will not emphasize the value of its own intellectual property in its games, any infringement of the Resulting Issuer's copyright in such games may affect the popularity of the Resulting Issuer's games.

The Resulting Issuer's games have been developed based, in part, on third-party open sourced software. The unavailability of such software will disrupt the Resulting Issuer's ability to develop games on a timely basis, and may negatively affect the Resulting Issuer's results of operations and financial condition.

The Resulting Issuer may face allegations that it has infringed the trademarks, copyrights, patents or other intellectual property rights of third parties, including from its competitors and former employers of the Resulting Issuer's personnel. Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to litigate, and the results are difficult to predict. The Resulting Issuer may not have the financial or human resources to defend against any infringement suits that may be brought. As a result of any court judgement or settlement, the Resulting Issuer may be obligated to cancel the launch of a new product offering, stop offering certain features or a game in its entirety, pay royalties or significant settlement costs, purchase licenses, or modify the Resulting Issuer's games and features, or develop substitutes.

In addition, the Resulting Issuer uses open source software and expects to continue such use on an ongoing basis. From time to time, the Resulting Issuer may face claims from companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require the Resulting Issuer to purchase a costly license or require the Resulting Issuer to devote additional research and development resources, any of which would have a negative effect on the Resulting Issuer and its business.

Third Party Distributors

As with most providers of mobile device apps, LDRLY is heavily dependent, and the Resulting Issuer will be heavily dependent, on the distribution of its games through third party distributors such as Apple App Store and Google Play app store. These third party distributors each charge a fee for the usage of their services. In the event that these third party distributors increase their fees, or cease to provide distribution services to the Resulting Issuer, the ability of the Resulting Issuer to distribute its games will decrease, which may cause a material adverse effect on the popularity or availability of the Resulting Issuer's games, or the results of its operations and financial condition.

The Resulting Issuer will also be subject to the standard policies and terms of service of these third-party distribution platforms, which govern the promotion, distribution, content and operation generally of games on the platform. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to developers, and those changes may be unfavorable. A platform provider may also alter how the Resulting Issuer is able to advertise on the platform, change how the personal information of its users is made available to application developers on the platform, limit the use of personal information for advertising purposes, or restrict how players can share information with their friends on the platform or

8694862.1

37 -

across platforms. Any such changes may affect the Resulting Issuer's business, operations and financial results.

In addition, third-party platforms impose certain file size limitations, which may limit the ability of players to download some of the Resulting Issuer's games in "over-the-air" updates. Aside from these file size limitations, a larger game file size could cause players to delete games once the file size grows beyond the capacity of their devices' storage limitations or could reduce the number of downloads of these games.

Such terms of use changes may decrease the visibility or availability of the Resulting Issuer's games, limit distribution capabilities, prevent access to existing games, reduce the amount of bookings and revenue from in-game purchases, increase costs to operate on these platforms or result in the exclusion or limitation of games on such platforms. Any such changes could adversely affect the Resulting Issuer's business, financial condition or results of operations.

If the Resulting Issuer violates, or a platform provider believes it has violated, the terms of service, or if there is any change or deterioration in our relationship with these platform providers, that platform provider could limit or discontinue access to the platform. A platform provider could also limit or discontinue access to the platform if it establishes more favorable relationships with one or more of the Resulting Issuer's competitors. Any limit or discontinuation of access to any platform could adversely affect the Resulting Issuer's business, financial condition or results of operations.

The Resulting Issuer will also rely on the continued popularity, customer adoption, and functionality of third-party platforms. In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their in-app purchasing functionality. If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise that impact accessibility to the Resulting Issuer's games, access social features or purchase a license to virtual items, the Resulting Issuer's business, financial condition, results of operations or reputation may be harmed.

Third-Party Hosting

The Resulting Issuer's technology infrastructure is critical to the performance of its games and to player satisfaction. LDRLY's games and company systems presently run on a distributed system, or what is commonly known as cloud computing. Significant elements of this system are operated by third-parties which would require significant time and expense to replace. This dependence is anticipated to continue. Any interruption of service that is significant and/or prolonged may adversely affect the Resulting Issuer's business, financial condition, results of operations or reputation.

In particular, a significant portion, if not almost all, of LDRLY's game traffic, data storage, data processing and other computing services and systems is presently hosted by AWS. AWS provides computing and storage capacity pursuant to an agreement that continues until terminated by either party. The agreement requires AWS to provide standard computing and storage capacity and related support in exchange for timely payment. There may be disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. If a particular game is unavailable when players attempt to access it or navigation through a game is slower than they expect, players may stop playing the game and may be less likely to return to the game as often, if at all.

8694862.1

38 -

Any failure, disruption or interference with the use of hosted cloud computing services and systems provided by third-parties, like AWS, could adversely impact the Resulting Issuer's business, financial condition or results of operations. If the Resulting Issuer does not effectively respond to any such interruptions, upgrade its systems as needed or continually develop technology and network architecture to accommodate traffic, its business, financial condition or results of operations could be adversely affected. Additionally, the disaster recovery systems of the Resulting Issuer and those of third-parties may not function as intended or may fail to adequately protect critical business information, which may cause interruption in service of the Resulting Issuer's games, cause security breaches or the loss of data or functionality, leading to a negative effect on business, financial condition or results of operations.

Dependence on Key Executives

The Resulting Issuer depends heavily on its ability to retain the services of management and specialized staff, and to recruit, motivate and retain other suitably skilled personnel. The loss of the services of key individuals may have an adverse effect on the business, operations, and results.

Advertising Revenue

The Resulting Issuer is dependent, in part, on advertising revenue derived from its games. The inability of the Resulting Issuer to secure advertising partners may have a material adverse effect on its business, operations and results.

Brand awareness is critical to maintaining and creating favorable relationships that the Resulting Issuer will have with players, platform providers, advertisers and content licensors, as well as competing for key talent. Increasing brand awareness requires significant investment and extensive management time to execute successfully. Further, there can be no guarantee or assurance that such efforts will succeed in increasing brand awareness. Any failure may limit the Resulting Issuer's financial results.

If any of the Resulting Issuer's games contain content considered by others to be objectionable, the Resulting Issuer may suffer damage to its reputation and brand. This risk is heightened as the Resulting Issuer's games have historically had, and will continue to have, countercultural themes. Further, third party advertisements may contain content that others consider to be objectionable. If consumers believe that the Resulting Issuer's games or third-party advertisement displayed in a game contains objectionable content, it could harm the Resulting Issuer's brand and consumers could refuse to play it and could pressure the platform providers to remove the game from their platforms.

Further, the Resulting Issuer relies on third parties to source and manage advertisements for its games. These third parties charge a fee for their services. In the event that these third parties increase their fees, or cease to provide their services to the Resulting Issuer, the Resulting Issuer may be required to source and manage advertisements internally, which may increase its operating expenses.

In addition, internet-connected devices and operating systems controlled by third parties increasingly contain features that allow device users to disable functionality that allows for the delivery of advertising on their devices. Device and browser manufacturers may include or expand these features as part of their standard device specifications. If users elect to utilize the

8694862.1

39 -

opt-out mechanisms in greater numbers, the Resulting Issuer's ability to deliver effective advertising campaigns on behalf of its advertisers would suffer, which could cause the Resulting Issuer's business, financial condition, or results of operations to suffer. Finally, the revenues derived from advertisements and offers is subject to seasonality, as third party advertising budgets are generally highest during the calendar year end, and decline significantly in the first quarter of the following year, which may give rise to seasonality effects in the Resulting Issuer's financial performance.

Requirement for Further Funds

Although the Resulting Issuer does not anticipate an immediate need for funding for the 12 month period following Completion of the Qualifying Transaction, it may require additional financial resources to fund its long term operations. The Resulting Issuer may in the future raise any necessary additional funds through public or private financing. No assurance can be given that such additional funding will be available or, if available, that it will be on terms favourable to the Resulting Issuer.

Security

The Resulting Issuer cannot guarantee absolute protection against unauthorized attempts to access its IT systems, including malicious third party applications or denial of service attacks that may interfere with or exploit security flaws in its website. Viruses, worms and other malicious software programs could jeopardize the security of information stored in a user's computer, mobile device or in the Resulting Issuer's systems, or attempt to change the experience of players by interfering with the Resulting Issuer's ability to connect with them. If any compromise to the Resulting Issuer's security measures were to occur and any efforts to combat such breach were unsuccessful, the Resulting Issuer's reputation may be harmed, leading to an adverse effect on the Resulting Issuer's financial condition and prospects.

Share Price Volatility

The market price of the Caprice Shares may be subject to wide price fluctuations in response to many factors, including variations in the Resulting Issuer's operating results, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects of the Resulting Issuer, general economic conditions, legislative changes, and other events and factors outside of the Resulting Issuer's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic political conditions, could adversely affect the market price for the Caprice Shares.

Need to attract and retain qualified personnel

The Resulting Issuer's success depends to a significant extent on its ability to identify, attract, hire, train and retain qualified personnel. Competition for such personnel may be intense and there can be no assurance that the Resulting Issuer will be successful in identifying, attracting, hiring and retaining such personnel in the future. If the Resulting Issuer is unable to identify, attract, hire and retain qualified personnel in the future, such inability could have a material adverse effect on its business, operating results and financial condition.

8694862.1

40 -

Dividends

It is not anticipated that the Resulting Issuer will pay dividends on its shares in the foreseeable future. Dividends paid by the Resulting Issuer would be subject to tax and, potentially, withholdings.

Limited Market for Securities

Upon Completion of the Qualifying Transaction, the Caprice Shares will continue to be listed for trading on the Exchange. However, there can be no assurance that an active and liquid market for such shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Resulting Issuer.

8694862.1

41 -

APPENDIX A

INFORMATION CONCERNING CAPRICE

Caprice was incorporated on November 29, 2018 under the BCA. The company is a Capital Pool Company as defined by the CPC Policy.

The head office and registered office of the Corporation is located at Suite 2900, 550 Burrard Street, Vancouver, British Columbia, V6C 0A3. As at the date of this Information Circular, Caprice has one subsidiary, Subco, which was incorporated solely to complete the Amalgamation.

CAPRICE'S BUSINESS

Since its incorporation, Caprice has not conducted operations of any kind. As a Capital Pool Company pursuant to the policies of the Exchange, its sole business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. It proposes to complete the Amalgamation and the Offering as its Qualifying Transaction, as described in this Information Circular. However, there is no assurance that it will complete the Amalgamation or the Offering.

On July 15, 2019, Caprice completed its initial public offering of 2,000,000 Caprice Shares, at a price of $0.10 per share, for gross proceeds of $200,000.

Until Completion of a Qualifying Transaction, Caprice will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a potential Qualifying Transaction.

SELECTED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION & ANALYSIS

The following documents filed with the securities commissions in British Columbia, Alberta and Ontario are specifically incorporated by reference into, and form an integral part of, this Information Circular:

audited financial statements for the period from incorporation (November 29, 2018) to March 31, 2019, and the auditor's report thereon, included in Caprice's final prospectus dated June 7, 2019; and
unaudited financial statements for the period ended September 30, 2019, and the corresponding management discussion and analysis as filed on SEDAR on February 5, 2020.

Caprice Shareholders may obtain copies of such documents upon request without charge from Caprice at Suite 2900, 550 Burrard Street, Vancouver, British Columbia, V6C 0A3, attention: Derek Lew. These documents are also available online on SEDAR, which can be accessed at www.sedar.com.

DESCRIPTION OF THE SECURITIES

Under the Amalgamation, Caprice Shares will be issued.

8694862.1

42 -

Caprice is authorized to issue an unlimited number of Caprice Shares without nominal or par value, of which, as at the date of this Information Circular, 5,500,000 Caprice Shares are issued and outstanding as fully paid and non-assessable. 212,762,500 Caprice Shares will be issued under the Qualifying Transaction, assuming that gross proceeds of only $3.41 million are received under the Offering. The Offering, however, is not subject to a maximum amount.

Caprice has also reserved 550,000 Caprice Shares for issuance upon exercise of the incentive stock options previously granted to officers and directors of the Corporation, and 200,000 Caprice Shares for issuance upon exercise of agent's options previously granted as part of its initial public offering.

The holders of Caprice Shares shall be entitled to dividends if, as and when declared by the Caprice Board, to one vote per share at meetings of the Caprice Shareholders and, upon liquidation, to receive such assets of Caprice as are distributable to the holders of Caprice Shares. All of the Caprice Shares to be issued and outstanding upon Completion of the Qualifying Transaction will be issued as fully paid and non-assessable.

OPTIONS TO PURCHASE SECURITIES

Incentive Stock Options

Caprice has adopted an incentive stock option plan in accordance with the policies of the Exchange (the " Stock Option Plan ") which provides that the Caprice Board may from, time to time, in its discretion, grant to Caprice's directors, officers, employees and consultants of nontransferable options to purchase Caprice Shares, provided that the number of Caprice Shares reserved for issuance under the Stock Option Plan shall not exceed 10% of the issued and outstanding Caprice Shares exercisable for a period of up to 10 years. In addition, the number of Caprice Shares reserved for issuance to any one person shall not exceed 5% of the issued and outstanding Caprice Shares and the number of Caprice Shares reserved for issuance to consultants or employees conducting Investor Relations Activities (as such term is defined by the Exchange) will not exceed 2% of the issued and outstanding Caprice Shares in any 12 month period. Furthermore, until the Completion of the Qualifying Transaction, options granted to a director or an officer individually may not exceed 5% of the Common Shares outstanding as at the date of this Information Circular, and options granted to all technical consultants may not exceed 2% of the Common Shares outstanding as at the date of this Information Circular. No options may be granted to investor relations service providers. Other than in connection with a Qualifying Transaction, during the time that Caprice is a CPC, the aggregate number of Caprice Shares issuable upon exercise of all options granted under the Stock Option Plan shall not exceed 10% of the Caprice Shares issued and outstanding. The exercise price cannot be less than the greater of $0.10 per share and the discounted market price.

The Caprice Board determines the price per share and the number of Caprice Shares which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the Exchange. Options are exercisable for a period of up to 10 years. If the holder ceases to be a director, officer, employee or consultant of Caprice, such holder's options must also be exercised within the later of: (i) 12 months after the Completion of the Qualifying Transaction; and (ii) 90 days from the date of termination of employment or cessation of position with Caprice, other than by reason of death. The price per Caprice Share set by the Caprice Board shall not be less than the last closing price of the Caprice Shares on the Exchange prior to the date on which such option is granted, less the applicable discount permitted (if any) by the Exchange. If prior to the exercise of an option, the

8694862.1

43 -

holder ceases to be a director, officer, employee or consultant of Caprice, or its subsidiary, the option of the holder shall be limited to the number of shares purchasable by him/her immediately prior to the time of his/her cessation of office or employment and he/she will have no right to purchase any other shares.

Agents Options

Concurrent with the completion of its initial public offering of Caprice Shares in July 2019, Caprice granted non-transferable options to Haywood to acquire up to 200,000 Caprice Shares at an exercise price of $0.10 per share, exercisable until July 15, 2021.

PRIOR SALES

The following table summarizes the Caprice Shares and securities convertible into Caprice Shares issued by Caprice during the 12 months prior to the date of this Information Circular.

Date	Type of Security	No. of Securities Issued	Issue or Exercise Price per Security
December6,2018	Caprice Shares	2,000,000	$0.05
May 24, 2019	Caprice Shares	1,500,000	$0.05
July 15, 2019	Caprice Shares	2,000,000	$0.10
July 15, 2019	Stock options~~(1)~~	550,000	$0.10
July 15, 2019	Agent's option~~(2)~~	200,000	$0.10

Notes:

(1) Issued pursuant to Caprice's Stock Option Plan. Each such option has an exercise period of ten years. See "Information Concerning Caprice - Stock Option Plan" for further description.

(2) Issued to Haywood, who acted as sole lead agent of Caprice under its initial public offering. The agent's option has an exercise period of 24 months.

STOCK EXCHANGE PRICE

The Caprice Shares are listed for trading on the TSXV under the symbol "CAPB". The following table sets forth the reported high and low sale prices and the trading volumes for the Caprice Shares on the TSXV for the periods indicated.

	Price range ($)		Volume
	High	Low
August to November 2019(1)	N/A	N/A	Nil
July2019	0.20	0.155	134,743

Notes:

(1) Trading of the Caprice Shares was halted on August 2, 2019 at a closing price of $0.155 per share, and remain halted as at the date of this Information Circular.

LEGAL PROCEEDINGS

As at the date of this Information Circular, Caprice is not currently a party to any legal proceedings, nor is it currently contemplating any legal proceedings. Additionally, management of Caprice is not aware of any legal proceedings contemplated against Caprice.

8694862.1

44 -

AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

The auditor of Caprice is Dale Matheson Carr-Hilton Labonte LLP at 1500 - 1140 West Pender Street, Vancouver, British Columbia, V6E 4G1.

Registrar & Transfer Agent

The registrar and transfer agent of the Caprice Shares is Odyssey Trust Company at 323 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

MATERIAL CONTRACTS

The following are the material contracts of Caprice entered into since the date of its inception:

the agency agreement dated June 7, 2019 between Caprice and Haywood with respect to Caprice's initial public offering;
the escrow agreement dated May 31, 2019 between Caprice and Odyssey Trust Company, as escrow agent;
the transfer agent and registrar agreement dated March 20, 2019 between Caprice and Odyssey Trust Company, as transfer agent. See "Registrar & Transfer Agent" above;
the Stock Option Plan. See "Options to Purchase Securities" above; and
the Amalgamation Agreement. See "The Amalgamation" above.

Copies of the material contracts described above may be inspected at the registered office of Caprice located at Suite 2080 - 1055 West Georgia Street, Vancouver, British Columbia, during normal business hours until the date of the Caprice Meeting and for a period of 30 days thereafter.

8694862.1

45 -

APPENDIX B

INFORMATION CONCERNING LEAF AND LDRLY

Leaf was incorporated on October 10, 2018 under the BCA as "1182533 B.C. Ltd". Its head office is located at 2080 - 1055 West Georgia Street, Vancouver, British Columbia V6E 3R5, and its registered and records office is located at 700 - 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1.

As at the date of this Information Circular, Leaf does not have any subsidiaries. However, concurrent with completion of the Amalgamation, Leaf will acquire all of the outstanding securities of LDRLY; completion of LDRLY acquisition is a condition of completion of the Amalgamation. After the completion of such acquisition, LDRLY will be a wholly-owned subsidiary of Leaf. If the Amalgamation is completed as described in this Information Circular, LDRLY will be a wholly-owned subsidiary of Amalco.

LDRLY was incorporated on August 15, 2013 under the BCA. Its head office is located at 200 - 116 West Hastings Street, and its registered and records office is located at 400 - 725 Granville Street, PO Box 10325, Vancouver, British Columbia V7Y 1G5. LDRLY is a wholly-owned subsidiary of Eastside Games.

THE LDRLY ACQUISITION

Pursuant to the LDRLY Agreement, Leaf will acquire all of the issued and outstanding securities in the capital of LDRLY from Eastside Games. In consideration, Eastside Games will receive $1.25 million in cash consideration, and 55,187,500 Leaf Shares at a deemed price of $0.08 per share.

The completion of the acquisition of LDRLY will occur immediately prior to the Amalgamation. In turn, completion of the Amalgamation is conditional, upon other things, upon completion of the LDRLY acquisition.

Pursuant to the Amalgamation, all Leaf Shares issued to Eastside Games under the LDRLY Agreement will be exchanged for Caprice Shares on a one for one basis. It is thus anticipated that, upon Completion of the Qualifying Transaction, Eastside Games will hold 55,187,500 Caprice Shares, representing 25.94% of the Caprice Shares on a non-diluted basis (23.43% of the Caprice Shares on a fully-diluted basis), anticipated to be issued and outstanding at that time, assuming that gross proceeds of only $3.41 million are received under the Offering.

Eastside Games is a private software company based in Vancouver, British Columbia that builds, maintains and publishes mobile games and mobile game technologies. To date it has produced casual or idle mobile games affiliated with popular television shows, with such titles as It's Always Sunny in Philadelphia: The Gang Goes Mobile and Trailer Park Boys: Grea$y Money . The principal of Eastside Games is Jason Bailey.

Eastside Games is an arm's length party to both Leaf and Caprice.

8694862.1

46 -

LEAF AND LDRLY'S BUSINESS

History and Development

Since its incorporation, Leaf has completed ongoing equity financings, issuing a total of 129,762,500 Leaf Shares and raising aggregate gross proceeds of $1,658,010. To date, Leaf does not have any active operations, and has been incorporated primarily to acquire LDRLY pursuant to the LDRLY Agreement. As such, the discussion below focuses on the business of LDRLY.

Pursuant to the LDRLY Agreement, Leaf will acquire all of the outstanding shares of LDRLY. Completion of this acquisition is not conditional on the completion of the Amalgamation; however, completion of the Amalgamation is conditional on completion of the LDRLY Acquisition.

General

LDRLY is an interactive entertainment company which develops and produces mobile games for counterculture audiences. To date, LDRLY's primary focus has been on casual or idle mobile games, available on the vast majority of mobile devices, as well as on desktop computers.

The digital entertainment industry has undergone dramatic change over the recent past, driven by technology and consumer trends which have seen a rapid growth in mobile platforms and social media networks, as well as the heightened importance of app stores as key distribution and payment gateways.

These trends have had a significant impact on the digital gaming industry. The size of the global gaming audience has grown dramatically, and casual or idle and "free-to-play" models have expanded revenue opportunities and sophisticated targeting strategies, making the development of large game player groups more sustainable in many ways.

Casual/Incremental Games

LDRLY has been a developer and publisher of casual or idle games on digital platforms since 2013. These games, also known as "incremental" or "clicker" games, typically include evolving strategies, are easy to learn, and can be played in a few minutes or run by itself for long periods of time. They are typically suitable for play on a wide range of devices, including mobile phones.

A casual or idle game is one by which step-by-step progression is a prominent feature of the gameplay. Often, casual or idle games have a series of upgrades to the game, each of which needs to be "unlocked" by the user. The upgrade can be in a variety of forms: for example, an upgrade can be a new method of generating in-game currency or other aspects of the game that enhance or deepen gameplay. The act of "unlocking" each upgrade can be considered the game's primary feedback loop. Typically, a casual or idle game will require less attention from the player, and may often be played while the player is doing other activities. These games do not penalize the player for inactivity.

8694862.1

47 -

LDRLY's Games

To date, LDRLY's leading counterculture games include Bud Farm Idle Tycoon , Bud Farm 420 , Bud Farm Grass Roots , Bud Farm Quest for Buds , and Potfarm Legacy . Each game follows the casual or idle game format. These games each have a general cannabis theme, and are targeted to mature audiences. However, none of the games promotes the sale of cannabis, nor do they include any advertisements for cannabis producers, nor do they display any use of cannabis.

Collectively, LDRLY's games were installed over 30 million times, with approximately 2.066 million game installs in 2019 and 182,528 game installs in December 2019 alone. As at the end of December 2019, LDRLY's newest title, Bud Farm Idle Tycoon , has reached over $1.19 million in monthly gross revenue, and growing while averaging $0.76 in average revenue per daily active user (ARPDAU) per month.

LDRLY's games are generally easy to learn, and can be played in a few minutes or run by itself for longer periods of time. While gameplay is simple, each game has a series of story "upgrades," either in the form of a new method of generating in-game currency or another aspect of the game that enhances or deepens the gameplay. Each upgrade must be "unlocked" or otherwise earned by the player, thus creating a sense of achievement for the player, which further increases player retention for that game.

Various of LDRLY's game titles are considered to be "growth" games, which are titles that are continually updated with additional content and features, with an aim to grow revenue derived from those games. Other game titles are considered to be "evergreen" games, which are similar to growth games in that additional content and features are also introduced, but are titles where revenue trends are stable, and LDRLY's focus is primarily to continue ongoing revenue trends, or, where necessary, to reduce and ideally to reverse ongoing revenue declines from those titles, such that they become "growth" games again. Lastly, there are some game titles that LDRLY considers to be "legacy" or "sunset" games, which are titles that are still published by LDRLY and that earn revenue, but for which LDRLY expends little to no investment in terms of updates or enhancements.

Game Development

Game development focuses on creating new narrative-based game concepts, first launched across mobile platforms and on LDRLY's website, ldrlygames.io, in a fluid beta format. This format allows for constant development to occur, based on systematic player feedback derived from real-time data as well as direct player feedback. Further improvements are then made to each game, and further systemic player feedback measured, thus creating a continuous feedback loop to improve player experience.

The internal architecture for each game is generated on a base source code shared centrally across all of the current franchise games, such that all of LDRLY's game studios share a base development and game operation platform. This allows a faster "development to market" timespan for each new game originating from a standard base architecture, while also lowering overall development costs, and increasing game portfolio scalability.

New games have been typically developed by internal teams of six to eight persons per game, in an average of eight to twelve months per game. Game development requires a team with specialized skill and knowledge requirements. As at the date of this Information Circular,

8694862.1

48 -

LDRLY has 17 employees on a "steady state" basis. As LDRLY brings forward new game development projects, it can increase the number of employees or contractors by an average of six individuals. Specialized staff is needed for LDRLY's operations, in such key positions as unity engineers, software engineers, senior game designers, senior game producers and senior artists. As at the date of this Information Circular, LDRLY has retained all the specialized staff that it requires.

The key components of LDRLY's technology "stack" includes the following:

the Leaf "cloud", which is a decentralized data storage which hosts all of LDRLY's shared platform components. LDRLY's server infrastructure is located at a primary server and a back-up third party data centre, located in Oregon, Virginia and Toronto;
a social network abstraction layer, which allows LDRLY to easily support integration of its games with different social networks, using the same code base;
a single source code base, which allows LDRLY to develop its games to function on both the Apple iOS and Google Android operating systems. This allows LDRLY to launch its games simultaneously on both platforms;
a data "warehouse", which allows LDRLY to process large volumes of data related to game play and related activities. This data is also collated and structured in a variety of ways, allowing for ad-hoc analysis, real time in-line analysis, and in standardized reports with respect to each LDRLY game;
the "Live Ops" framework, which provides an active, flexible and ongoing shaping of each game's narrative aspects, increasing player engagement and thus LDRLY's potential monetization strategies. This framework also allows for continual player data analysis and direct player communications, which in turn informs further developments and updates to each game, again increasing player engagement and potential monetization strategies.

For LDRLY's existing games, LDRLY entered into service agreements with Eastside Games, which provided development services for those games, and continues to provide ongoing support services for current franchise games. In consideration, LDRLY pays Eastside Games a fee based on the net revenues received by LDRLY from the specific game, with the fee being variable as between each game. LDRLY also reimburses Eastside Games for any out-ofpocket expenses that Eastside Games may incur for the ongoing support of those games.

For new games, LDRLY may, in its discretion, elect not to use the services of Eastside Games for game development or ongoing game support, or it may negotiate different fee arrangements with Eastside Games for each new game. To that end, LDRLY is not dependent on the services of Eastside Games for game development or support in any manner.

Distribution, Pricing & Marketing

LDRLY offers its games for free through various channels (eg. Apple App Store, Google Play app store), though players can make "in app purchases" of virtual items priced relative to the entertainment value that they provide.

Downloads of these games are promoted by LDRLY's "app store optimisation" (ASO) strategies, focusing on keyword targeting in each app store's native search engine. LDRLY also runs

8694862.1

49 -

frequent discrete advertising campaigns, each with individual target metrics and subject to the same target return parameters, typically within a 24 hour cycle.

Advertising campaigns are also deployed across a wide mix of social and mobile channels, and cross-platform, particularly as each of LDRLY's games can be played on a cross-platform basis, allowing each player to switch seamlessly between devices and platforms to continue their game play wherever they have left off. Management of LDRLY believes that increasing awareness of its game "brands" across platforms will bring down the cost of "player acquisition".

Third party ad services are utilized by LDRLY with the following common functions: to upload advertisements and rich media; to traffic ads according to differing business rules; to target ads to different users, in order to optimize advertisements based on results; and to report impressions, clicks, post-click and post-impression activities and interaction metrics. All of these functions are an integral part of running a mobile online advertising campaign, to ensure that advertising content is displayed where or on what feature and to whom it is intended. It also assists with analysis to gauge the effectiveness of ad campaigns, and whether the advertisement content is generating desired results. Third party ad services are provided by such parties as IronSource for ad mediation, and parties such as Pollfish (for surveys), IronSource (for 'offer wall' promotions), and various ad providers (Facebook, AdMob, IronSource, Unity Ads, Tapjoy).

Each of LDRLY's games are also inherently social, and provide players with features that allow them to interact with other players, such as comparative relative progress, sharing milestones, sending gifts, or asking for help. These features enhance the "virality" of LDRLY's games, and can attract more players without incurring direct marketing expenses. LDRLY management has found that a large number of its players discover its games through such channels.

Revenue is generated through aforementioned "in app purchases," as well as "in-game" advertisements sold to third parties. LDRLY does not accept advertisements from cannabis producers, nor advertisements promoting the sale or use of cannabis. These ads can be in a variety of formats, including "rewarded video", "offer walls" or surveys, all of which reward the player for their active engagement with such advertisements with bonuses for use in the game.

From time to time, LDRLY also hosts game "events" on its website. Such events typically involve self-contained, time-limited game content that players may opt to play in return for ingame rewards and at no cost to the player, and are common among many casual or idle games.

Revenue depends on LDRLY's continued ability to publish games on mobile platforms, primarily iOS and Android, and on social networking sites. Use of such platforms and sites are governed by the provider's respective standard terms of service. Of LDRLY's revenues in the year ended December 31, 2018, approximately 89% was derived from "in app" purchases of virtual items, of which the facilitating app store (eg. Apple App Store, Google Play app store, etc.) charge a fee of approximately 30% on average of the after-tax payments collected. Eleven percent of revenues was derived from the sale of "in-game" advertising to third parties. For further discussion, see Appendix H.

Through LDRLY's "Live Ops" framework described above, LDRLY is able to continuously measure the success of its games and advertisements, with ongoing monitoring of LDRLY's average revenue per daily active user and other metrics for each game. Further discussion of LDRLY's financial performance can be found in Appendix H.

8694862.1

50 -

Intellectual Property

LDRLY's business is significantly based on the creation, acquisition, use and protection of intellectual property. Some of this intellectual property is in the form of software code and trade secrets used to develop LDRLY's games and to enable them to run properly on multiple platforms. Other intellectual property that LDRLY creates includes product and feature names and audio-visual elements, including graphics, music, story lines and interface design.

While most of the intellectual property that LDRLY uses is created by or on behalf of it, LDRLY may also acquire rights to proprietary intellectual property from third parties, primarily through licenses and service agreements. These licenses may limit usage of such third party intellectual property to specific uses and for specific time periods.

LDRLY protects its intellectual property rights by relying on legislative and common law protections, as well as contractual restrictions. It controls access to proprietary technology by entering into confidentiality and invention assignment agreements with employees and contractors, and confidentiality agreements with third parties.

Competitive Conditions

LDRLY faces significant competition in all aspects of its business. As the nature of its games is entertainment, LDRLY competes with business in a spectrum of industries that compete for the leisure time, attention and discretionary spending of its users, on the basis of multiple factors such as quality of experience, access and value.

LDRLY's competitors include:

existing game developers who develop products for social networks, mobile, PC and video game consoles, some of which include features that compete with the casual or idle games that LDRLY produces and that have similar community functions that allow such developers to engage with their players. Examples include LBC Studios Inc., Metamoki, Kongregate, Kolibri, and Hyper Hypo Games;
emerging and potential game developers who may enter into the gaming market, which may include larger companies with a significant online presence who may choose to enter into game development or otherwise increase their presence in game development; and
other forms of media and entertainment, which broadly compete for user's time and attention.

Government Regulation

LDRLY is subject to various laws and regulations that affect companies conducting business on the Internet and mobile platforms, including those relating to privacy, use and protection of player and employee personal information and data (including the collection of data from minors), the Internet, behavioral tracking, mobile applications, content, advertising and marketing activities (including sweepstakes, contests and giveaways), and anti-corruption. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which LDRLY can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with game players, and deliver products and services, and may significantly increase our compliance

8694862.1

51 -

costs. As business expands to include new uses or collection of data that are subject to privacy or security regulations, LDRLY's compliance requirements and costs will increase and it may be subject to increased regulatory scrutiny.

Seasonality

Many new mobile phones and tablets are released in, or shortly before, the fourth calendar quarter to coincide with the holiday shopping season. Because many players download games soon after they purchase or receive their new devices, LDRLY may experience seasonal sales increases based on the holiday selling period. Some of this seasonality may also result in lags in the first calendar quarter, due to a lag between device purchases and game purchases. In addition, the advertising budgets of third parties that advertise in LDRLY's games are generally assumed to be highest during the fourth quarter and decline significantly in the first quarter of the following year, which may affect revenue derived from advertisements and offers in LDRLY's games.

Future Developments

While LDRLY continues to improve upon and evolve its existing game titles, it also continues to produce new games on an ongoing basis. In this process, it continually develops potential new narrative themes for development, whether internally or externally. External development may include the incorporation of third-party licensed brands or properties.

Pursuant to a license agreement executed in July 2019, LDRLY has been granted the exclusive license rights from a company (" C&C ") controlled by well-known entertainers Cheech Marin and Tommy Chong. These license rights will allow LDRLY to develop new games using Messrs. Cheech and Chong's likenesses, characters developed by them, and their overall 'brand'. In consideration, LDRLY will grant C&C a royalty on net sales of a game developed using such intellectual property rights, and has paid a specified sum as advance payments on such royalty. If such royalty payments do not reach a specified dollar threshold in the two year period commencing from the launch of such game, then the licensing rights will become non-exclusive.

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION & ANALYSIS

Leaf's audited financial statements for the period from October 10, 2018 to December 31, 2018, its audited financial statements for the period ended September 30, 2019, and its corresponding management's discussion and analysis, are attached as Appendix H hereto.

Also included in Appendix H are LDRLY's audited financial statements for the years ended December 31, 2018, 2017 and 2016 and the unaudited interim financial statements for the period ended September 30, 2019, and its corresponding management's discussion and analysis.

EXECUTIVE COMPENSATION

For the purposes of this section, compensation information has been provided for Darcy Taylor, President & Secretary of Leaf and Brian Wideen, Chief Financial Officer of Leaf. As LDRLY has been and is currently, as at the date of this Information Circular, a wholly-owned subsidiary of Eastside Games, it does not have any executive officers.

8694862.1

52 -

Summary Executive Officer Compensation Table

Name & Position	Year	Salary, Consulting Fee, Retainer or Commission($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)(1)
Darcy Taylor, President and Secretary of Leaf	2019~~(2)~~	10,000 per month	N/A	N/A	N/A	N/A	$120,000
Brian Wideen, CFO of Leaf	2019(3)	$5,000 per month	N/A	N/A	N/A	N/A	$Nil

Notes:

(1) Reflects period of appointment or hire to end of September 2019.

(2) Mr. Taylor was appointed President and Secretary of Leaf in October 2018.

(3) Mr. Wideen was appointed CFO of Leaf in September 2019, but will be replaced by Mark Leung upon Completion of the Qualifying Transaction. Upon Completion of the Qualifying Transaction, Mr. Wideen will instead serve as Vice President Finance of the Resulting Issuer. Mr. Wideen has deferred all income payable to him until after Completion of the Qualifying Transaction.

Outstanding Option Based & Share Based Awards - Executives

None.

Termination and Change of Control Benefits

None.

Summary Directors Compensation Table

No compensation was provided to directors of Leaf other than in their roles as named executive officers. No compensation was provided to directors of LDRLY by LDRLY.

Outstanding Option Based & Share Based Awards - Directors

None.

Incentive Plan Awards

None.

Equity Compensation Plan

None.

CAPITALIZATION

As at the date of this Information Circular, the capitalization of Leaf is comprised of 129,762,500 Leaf Shares, with total shareholders' equity of $1,298,233 (consisting of share capital of $1,583,323 and a deficit of $285,090).

As at the date of this Information Circular, the capitalization of LDRLY is comprised of an unlimited number of common shares, of which 41,916 shares are issued and outstanding as at the date of this Information Circular.

PRIOR SALES

8694862.1

53 -

The following table describes the Leaf Shares sold since Leaf's incorporation to the date of this Information Circular:

Date	Number of Leaf Shares	Priceper share($)
April 8, 2019	2,062,500	0.08
February 26, 2019	375,000	0.08
February 6, 2019	17,125,000	0.08
January 22, 2019	4,000,000	0.01
January 9,2019	1,000,000	0.01
December 20, 2018	4,200,000	0.01
December 18, 2018	100,000,000	0.00001
October 10, 2018~~(1)~~	1,000,000	0.00001

Notes: (1) Date of incorporation.

LEGAL PROCEEDINGS

Management of Leaf is not aware of any material legal proceedings outstanding, pending or threatened as at the date of this Information Circular, by or against Leaf or LDRLY.

MATERIAL CONTRACTS

Leaf has not entered into any material contracts, other than contracts in the ordinary course of business, except the LDRLY Agreement, the Amalgamation Agreement, and an engagement letter for the services of Haywood Securities Inc. with respect to the Offering.

In the two years preceding the date of this Information Circular, LDRLY has not entered into any material contracts, other than the LDRLY Agreement and contracts in the ordinary course of business, except for the following:

an exclusive licensing agreement dated July 25, 2019 with Cheech & Chong, LLC, as described above;
an office lease dated December 1, 2018 with Nanaimo Port Authority, as landlord.

A copy of the Amalgamation Agreement is attached as Appendix F hereto. Copies of the LDRLY Agreement are available for inspection at the offices of Richards Buell Sutton LLP, counsel to Leaf, located at 700 - 401 West Georgia Street, Vancouver, British Columbia V6B 5A1, at any time during ordinary business hours up to and including the date of the Leaf Meeting, as well as for a period of 5 days thereafter.

8694862.1

54 -

APPENDIX C

INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Following Completion of the Qualifying Transaction, Caprice will be renamed "Leaf Mobile Inc.", and its registered office will be located at 700 - 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1, and its head office will be located at 2080 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R5.

The anticipated intercorporate relationship of the Resulting Issuer will be as follows:

Leaf Mobile Inc. (formerly "Caprice Business Development Canada Inc.") (British Columbia) Amalco (British Columbia) LDRLY (British Columbia)

As at the date of this Information Circular, it is anticipated that Amalco will be the successor entity of Leaf and Subco after the Amalgamation, and that LDRLY will be a wholly-owned subsidiary of Amalco. It is further anticipated that all business and operations of LDRLY will continue to be conducted through LDRLY.

Business of the Resulting Issuer

Upon Completion of the Qualifying Transaction, the Resulting Issuer will be the parent company of Amalco and, by extension, LDRLY. LDRLY will continue its current business and operations. See "Leaf and LDRLY's Business" in Appendix B for further discussion.

In general, it is anticipated that the proceeds raised from the Offering will allow the Resulting Issuer to maintain the current level of LDRLY's operations, and to fund plans to expand such operations for the 12 month period following Completion of the Qualifying Transaction. See "Use of Proceeds" under "Available Funds and Principal Purposes" below.

The Resulting Issuer intends to meet the following objectives with respect to its operations following Completion of the Qualifying Transaction:

secure new third party intellectual property rights for new game development, and broaden LDRLY's game portfolio and reduce reliance on a singular game franchise;
optimize LDRLY's legacy franchise economics by disciplined financial management;
increase alternative revenue through the increased scale and frequency of in-game events and promotions, as well as continually evolving existing games;

8694862.1

55 -
continue to grow the user base and user retention of LDRLY's games, cultivating loyalty and organic 'viral' growth of LDRLY's game community, by enhancing Live Ops player platform;
identify and leverage innovation through technology partners; and
Strengthen consumer-centric marketing and analytics platforms to identify business opportunities.

Milestones

The following table summarizes each significant event that must occur for the business objectives described above to be accomplished, and the time period in which each event is anticipated to occur:

Event/Milestone	Estimated Completion Date
Completion of the Qualifying Transaction	Q2 2020
Add two third party intellectual property-driven growth games to LDRLY's development pipeline	Q3 2020
Launch one third party intellectual property- driven growth game	Q2 2020
"Bud Farm Idle Tycoon" game to reach key performance indicator of 40,000 daily active users (DAU), $1 million per month in revenue and average revenue per daily active user (ARPDAU) of >$0.30	Q1 2020
Transition "Pot Farm Legacy" to 'sunset' phase of game cycle, and migrate players to growth games such as "Bud Farm Idle Tycoon"	Q1 2020
Enhance "live ops" to weekly event frequency across legacy game franchise	Q1 2020
Reduce non-essential operating costs to improve Nanaimo studio profitability	Q1 2020
Streamline game development and launch to improve speed to market and game launch results	Q3 2020
Hire marketing and strategic insights leader	First half of 2020
Financial management processes deployment	Upon Completion of Qualifying Transaction

8694862.1

56 -

DESCRIPTION OF THE SECURITIES

The Resulting Issuer's existing share capital will remain the same upon the Completion of the Qualifying Transaction. It is currently comprised of an unlimited number of Caprice Shares, of which 5,500,000 are issued and outstanding as at the date of this Information Circular.

Upon the Completion of the Qualifying Transaction, it is anticipated that 212,762,500 Caprice Shares will be issued and outstanding, assuming that gross proceeds of only $3.41 million are received under the Offering. See "Description of the Securities" under Appendix A Information Concerning Caprice and also "Pro Forma Consolidated Capitalization" below for further discussion.

Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer after giving effect to the Qualifying Transaction:

Designation of Security	Amount authorized or to be authorized	Amount outstanding after giving effect to the Amalgamation and the Offering(1)
Caprice Shares	Unlimited	212,762,500
Incentive stock options	10% of outstanding Caprice Shares	21,276,250
Agents options~~(2)~~	N/A	200,000
Brokers warrants~~(3)~~	N/A	1,278,750

Notes:

(1) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

(2) Exercisable into additional Caprice Shares at a price of $0.10 per share until July 15, 2021.

(3) Exercisable into additional Leaf Shares (or, upon completion of the Qualifying Transaction, into Caprice Shares) at a price of $0.16 per share for a period of 24 months from issuance.

Fully Diluted Share Capital

The following table sets out the number and percentage of securities of the Resulting Issuer that are anticipated to be outstanding on a fully diluted basis after giving effect to the Amalgamation and the Offering, and if all outstanding incentive stock options, agents options and broker warrants are exercised.

	Caprice Shares Outstanding (fully diluted)	Caprice Shares Outstanding (fully diluted)
	Number	Percentage upon completion of the Offering(1)(2)(3)
Outstanding Leaf Shares to be exchanged for Caprice Shares under the Amalgamation	129,762,500	55.10%
Leaf Shares issuable under the LDRLY Agreement, to be exchanged for Caprice Shares undertheAmalgamation	55,187,500	23.43%
Caprice Sharesissuable undertheFindersFeeAgreement	1,000,000	0.42%
Leaf Shares issuable under the Offering, to be exchanged for Caprice Shares under the Amalgamation	21,312,500	9.05%
Current holders of Caprice Shares	5,500,000	2.34%
Caprice Shares issuable upon exercise of agent's options granted with respect to Caprice's IPO	200,000	0.08%
Caprice Shares issuable upon exercise of outstanding incentive stock options	21,276,250	9.03%
Caprice Shares issuable under Broker Warrants issued with respect to the Offering(2)	1,278,750	0.54%
TOTAL	235,517,550	100.00%
Notes:

8694862.1

57 -

(1) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

(2) Assumes all convertible securities are exercised in accordance with their respective terms.

(3) Haywood Securities Inc. will receive that number of Broker Warrants that will entitle it to acquire that number of Leaf Shares (or Caprice Shares, upon completion of the Amalgamation) that is equal to 6% of the number of Leaf Shares sold purchasers introduced by Haywood Securities Inc. to Leaf under the Offering. The number disclosed assumes all of the purchasers of Leaf Shares under the Offering are introduced by Haywood Securities Inc.

Dividend Policy

There are no restrictions in Caprice's current articles which would prevent the Resulting Issuer from paying dividends following the Completion of the Qualifying Transaction. All of the Caprice Shares are entitled to an equal share in any dividends declared and paid. It is anticipated, however, that available funds will be used to fund the Resulting Issuer’s business, and as at the date of the Information Circular, it is not anticipated that any dividends will be paid in the foreseeable future.

Principal Securityholders

As at the date of this Information Circular, it is anticipated that no person will own, directly or indirectly, or exercise control or direction over, more than 10% of the Caprice Shares that will be issued and outstanding following Completion of the Qualifying Transaction, except as follows:

Name of Securityholder & Municipality of Residence	Type of Ownership (Registered/Beneficial)	Number of Caprice Shares	Percentage upon completion of the Offering
Eastside Games	Registered	55,187,500	25.94%
Durban HoldingsLtd.	Registered	50,000,000	23.50%

Notes:

(1) Does not include Caprice Shares issuable upon exercise of outstanding share purchase warrants, incentive stock options, agent's options, or any securities issuable to the Agent with respect to the Offering.

(2) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

Escrowed Securities

The following table sets out the number of Caprice Shares which are currently subject to escrow as at the date of this Information Circular, or which are anticipated to be held in escrow upon Completion of the Qualifying Transaction.

Name of Securityholder & Municipality of Residence	Prior to giving effect to the Qualifying Transaction	Prior to giving effect to the Qualifying Transaction	After giving effect to the Qualifying Transaction	After giving effect to the Qualifying Transaction
	Number of shares	Percentage	Number of shares	Percentage~~(1)~~
Derek Lew~~(2)~~ (British Columbia)	1,000,000	18.18%	12,200,000	5.73%
Inclination Earth Sciences Inc.~~(3)~~ (British Columbia)	500,000	9.09%	500,000	0.24%
Oak Mason Investments Inc.~~(4)~~ (British Columbia)	500,000	9.09%	500,000	0.24%
Pallasite Ventures Inc.~~(5)~~ (British Columbia)	500,000	9.09%	500,000	0.24%
Tenuous Holdings Ltd.~~(6)~~ (BritishColumbia)	400,000	7.27%	400,000	0.19%

8694862.1

58 -


Carraway Capital Corp.~~(7)~~ (British Columbia)	400,000	7.27%	400,000	0.19%
Mark Leung (British Columbia)	100,000	1.82%	100,000	0.05%
0622738 B.C. Ltd.~~(8)~~ (British Columbia)	100,000	1.82%	100,000	0.05%
Letter 4 Consulting Ltd.~~(9)~~ (British Columbia)	Nil	Nil	6,000,000	2.82%
Eastside Games~~(10)~~ (British Columbia)	Nil	Nil	55,187,500	25.94%
Durban Holdings Ltd.~~(11)~~ (British Columbia)	Nil	Nil	50,000,000	23.50%

Notes:

(1) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

(2) A portion of these securities are held through Growthworks Blockchain Innovation Fund I LP, of which Mr. Lew, CEO and director of Caprice and proposed director of the Resulting Issuer, has a controlling interest.

(3) Controlled by Michael Moore, an arm's length party to Caprice, Leaf and LDRLY.

(4) Controlled by Possibilities Training Group and Marallo Holdings Inc., both controlled by parties at arm's length to Caprice, Leaf and LDRLY.

(5) Controlled by Christopher Bissonette, an insider of Caprice by reason of holding over 10% of the issued and outstanding Caprice Shares as at the date of this Information Circular, and at arm's length to Leaf and LDRLY.

(6) Controlled by Mr. MacLeod, director of Caprice and proposed director of the Resulting Issuer.

(7) Controlled by Mr. Rutledge, director of Caprice and proposed director of the Resulting Issuer.

(8) Controlled by Mark Tommasi, director of Caprice.

(9) Controlled by Mr. Taylor, director of Leaf and proposed CEO and director of the Resulting Issuer.

(10) Issued pursuant to Leaf's acquisition of LDRLY. See "The LDRLY Acquisition" under Appendix B Information Concerning Leaf and LDRLY . The principali of Eastside Games is Jason Bailey. (11) Controlled by Julie Hamilton.

Of these securities, 3.5 million Caprice Shares are held in escrow pursuant to an escrow agreement dated May 31, 2019 (the " IPO Escrow Agreement "), with Odyssey Trust Company acting as escrow agent. Pursuant to the IPO Escrow Agreement, upon Completion of the Qualifying Transaction, the escrowed securities will be released within a three year period, with 10% of the escrowed securities being releasable at the time of the issuance of the Final Exchange Bulletin, and 15% of the escrowed securities, being releasable every 6 months until the date which is 36 months after the Final Exchange Bulletin.

The remainder of the securities disclosed in the table above will be held in escrow pursuant to an escrow agreement to be entered into with Odyssey Trust Company acting as escrow agent, and will be released within a three year period in accordance with the following release schedule:

Release Date	Percentage released
Upon issuance of the Final Exchange Bulletin	5%
6monthsfrom Final ExchangeBulletin	5%
12 months from Final Exchange Bulletin	10%
18 months from Final Exchange Bulletin	10%
24 months from Final Exchange Bulletin	15%
30monthsfrom Final ExchangeBulletin	15%

8694862.1

59 -

36 months from Final Exchange Bulletin 40%

Additionally, there will be an additional 45 million Caprice Shares, held by persons who are not anticipated to be directors, officers or insiders of the Resulting Issuer, that will also be subject to escrow requirements under the policies of the TSX Venture Exchange. These will be held pursuant to a separate escrow agreement to be entered into with Odyssey Trust Company acting as escrow agent, and will be released within a three year period in accordance with the following release schedule:

ReleaseDate	Percentagereleased
Upon issuance of the Final Exchange Bulletin	10%
6monthsfrom Final ExchangeBulletin	15%
12 months from Final Exchange Bulletin	15%
18monthsfrom Final ExchangeBulletin	15%
24 months from Final Exchange Bulletin	15%
30 months from Final Exchange Bulletin	15%
36monthsfrom Final ExchangeBulletin	15%

AVAILABLE FUNDS & PRINCIPAL PURPOSES

Available Funds

It is anticipated that, following Completion of the Qualifying Transaction, the Resulting Issuer will have funds available to it, including estimated consolidated working capital as at December 31, 2019 (unaudited), as follows:

Source of Funds	Available Funds
Existing consolidated working capital	$372,845
Gross proceeds of the Offering	$3,410,000~~(1)~~
Less finder's fee payable to Haywood Securities Inc.	($204,600)~~(2)~~
Less remaining expenses and costs relating to the acquisition of LDRLY, Amalgamation and the Offering (including legal fees and other expenses)	($325,000)
Estimated funds available	$3,253,245

Notes:

(1) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

(20 Assume all subscribers under the Offering are introduced by Haywood Securities Inc.

Please note that the foregoing table does not include ongoing revenues that the Resulting Issuer receives from its games, and instead contemplates only those funds that may be received under the Offering. Please refer to Appendix H of this Information Circular for further financial information regarding LDRLY.

Use of Proceeds

Upon the Completion of the Qualifying Transaction, the estimated funds available to the Resulting Issuer will be approximately $3,782,845, assuming that gross proceeds of only $3.41 million are received under the Offering (the Offering is not subject to a maximum amount), and

8694862.1

60 -

without including ongoing revenues that the Resulting Issuer receives from its games. As at the date of this Information Circular, it is intended that the funds will be used to maintain and expand the current operations of LDRLY and for general working capital of the Resulting Issuer. The following provides a breakdown of the Resulting Issuer's estimated expenses for the 12 month period subsequent to the Completion of the Qualifying Transaction:

	Estimated Amount
Third party intellectual property licensing and acquisition fees	$250,000
Game development and publishing costs	$750,000
Gamelaunch marketing and other marketing expenses	$600,000
General and administrative expenses for 12 month period	$300,000
Unallocatedworking capital	$1,353,245

Notes:

(1) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

In the event that the Resulting Issuer does not receive sufficient revenues from its ongoing operations, it may seek out additional sources of funding to fund further business expansion, particularly by way of private placement equity financings. It has no arrangements with respect to any such financings at this time. There can be no assurance that any such financings or other sources of funding can be completed or obtained on terms favourable to the Resulting Issuer, or at all.

As at the date of this Information Circular, it is intended that the Resulting Issuer will spend the funds available to it as stated above. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

DIRECTORS AND OFFICERS

Directors and Officers of the Resulting Issuer Upon Completion of the Qualifying Transaction

The following table sets out the names, places of residence, occupations and proposed positions with the Resulting Issuer, and the number of Caprice Shares beneficially owned or controlled by such individuals, directly or indirectly, after giving effect to the Amalgamation and the Offering. As a group, the proposed directors and officers of the Resulting Issuer following the Completion of the Qualifying Transaction are expected to beneficially own or control, directly or indirectly, 19.1 million Caprice Shares, which will constitute approximately 8.98% of the issued and outstanding Caprice Shares following the Completion of the Qualifying Transaction, assuming that gross proceeds of only $3.41 million are received under the Offering.

8694862.1

61 -

Name & Municipality of Residence	Position(s) to be held	Principal Occupation during past 5 years	Prior term with Caprice/Leaf/ LDRLY	Percentage & No. of Caprice Shares upon the Completion of the Qualifying Transaction(1)(2)
Derek Lew~~(3)(4)~~ Vancouver, BC	Director of Resulting Issuer	Director of Caprice from November 2018 to present. CEO of Caprice from March 2019 to present. President & CEO of GrowthWorks Capital since August 2015 Self-employed lawyer since January 2001	Director of Caprice, November 2018 to present CEO of Caprice, March 2019 to present	12,200,000~~(5)~~ (5.73%)
Mark Leung Burnaby, BC	CFO of Resulting Issuer	CFO of Caprice from March 2019 to present. Director of Finance & Controller of Pacific Blue Cross from March 2019 to present VP Finance, Growthworks Capital from August 2017 to March 2019 Manager, Decision Support, BCLC, June 2013 to June 2016	CFO of Caprice, March 2019 to present	100,000 (0.05%)
Ian MacLeod~~(3)(4)~~ Vancouver, BC	Director of Resulting Issuer	Director of Caprice from November 2018 to present Corporate Secretary of Caprice from March 2019 to present General Counsel of Teligence Group Capital since 2006 to present	Director of Caprice, November 2018 to present Corporate Secretary of Caprice, March 2019 to present	400,000~~(7)~~ (0.19%)
Mark Rutledge~~(3)(4)~~ Vancouver, BC	Director of Resulting Issuer	Director of Caprice from November 2018 to present CEO of Motto Technologies PLC since May 2018 to present President of Carraway Capital Corporation since May 1998 to present	Director of Caprice, November 2018 to present	400,000~~(8)~~ (0.19%)

8694862.1

62 -

Darcy Taylor West Vancouver, BC	CEO and director of Resulting Issuer	Vice President of Marketing & Sales of JTI Korea from Dec 2013 to Nov 2015 Vice President of Brand & Product Marketing of Logic Technology Development LLC, from Nov 2015 to Dec 2017 President of Letter 4 Consulting Ltd. since Oct 2018 to present Executive Director of Motto Technologies PLC since May 2019 to present Director of Leaf Studios PLC since Oct 2018 Director of Orion Brands International Corp. since July 2019 to present Director of Level Sport CBD since Aug 2019 to present Director of Arrow Method since Aug 2019 to present Director of The Dibs eSports Corp. since Sept 2019 to present	President and director of Leaf, incorporation to present	6,000,000~~(5)~~ (2.82%)
Brian Wideen Burnaby, BC	VP Finance of Resulting Issuer	COO for Overinteractive Media Inc. from 2011 Founder & COO for The Coup Company Ltd. from 2012 Founder & CFO for Beats Eats Life Incorporated from 2018 Founder & President for S4C Media Inc. from 2018 Founder & President for RPRC Media Inc. from 2019 VP Finance for GrowthWorks Capital from 2019	CFO of Leaf since September 2019	Nil

Notes:

(1) Assumes that gross proceeds of only $3.41 million are received under the Offering. The Offering is not subject to a maximum amount.

(2) Does not include stock options or other securities convertible into Caprice Shares.

(3) Proposed member of the Resulting Issuer's audit committee.

(4) Proposed member of the Resulting Issuer's compensation committee.

(5) Held through Letter 4 Consulting Ltd., in which Mr. Taylor holds a controlling interest.

(6) A portion of these shares are held through Growthworks Blockchain Innovation I LP, in which Mr. Lew holds a controlling interest.

(7) Held through Tenuous Holdings Inc., in which Mr. MacLeod holds a controlling interest.

(8) Held through Carraway Capital Corp., in which Mr. Rutledge holds a controlling interest.

Darcy Taylor (51), CEO and Director

Mr. Taylor has over 20 years of senior executive experience building successful companies and brands spanning, Asia, Europe and North America. His experience spans private and public companies, including corporate, agency, and entrepreneurial environments across Fin Tech, Blockchain, FMCG/CPG, Sports & Entertainment and Digital Marketing & Media industries. His

8694862.1

63 -

C-suite and senior leadership roles include IMG, Logic Technologies, JT International S.A. and MASEV Communications Inc. As president of Ronin Blockchain Corp., he managed a successful $10 million exit in 2018. He is currently a director of Motto Technologies PLC, headquartered in London, United Kingdom, which is building a wealth management platform centred on digital currencies.

Mark Leung (42), CFO

Mr. Leung has over 15 years of experience in finance and accounting. He has diverse industry experience which includes investment management, telecommunications and gaming. Responsibilities included overseeing all aspects of financial planning and analysis, and strategic planning. Professionally, he is a Chartered Professional Accountant (CPA, CA), and a graduate of the University of British Columbia (MBA).

Brian Wideen (63), VP Finance

Mr. Wideen started his career as a computer programmer and launching his first company, Sphere Computer Literacy Inc. His entrepreneurial spirit has seen him hold executive roles in small companies and large, including in telecom, video games and media. This includes a thirteen year stint at Electronic Arts Canada, running large franchises, including Chief Operating Officer for "Need For Speed". In 2012, he co-founded CineCoup Media (now "The Coup Company"), building a digital media platform to find, finance and distribute content, including films and short-form content. In 2018, Mr. Wideen co-founded Beats Easts Life Incorporated, a hospitality company with restaurants in Toronto. Currently he holds the role of VP Finance, Growthworks Capital Ltd., where he is responsible for all things financial for that company and its related companies, including preparation and reporting to applicable securities regulatory authorities. Mr. Wideen also acts for two companies listed on the London Stock Exchange, and holds a Bachelor of Sciences degree in Computing Science from Simon Fraser University (British Columbia), with a minor in Business Administration.

Derek Lew (50), Director

Mr. Lew is the President, Chief Executive Officer and a director of GrowthWorks Capital Ltd. ("GWC"), and the President and Chief Executive Officer and/or a director of certain managed funds and operating subsidiaries of GWC, all of which are active venture capital investors. Mr. Lew is also a Partner with Initio Group Inc. ("Initio"), a Vancouver-based early stage angel investment firm, and is a lawyer with experience in the areas of corporate, commercial and real estate law. As CEO of GWC, and at Initio, Mr Lew is involved in overseeing these firms' venture capital and angel investments, respectively. Mr. Lew was Chair of the British Columbia Innovation Commission (now "Innovate BC") (2013 – 2018), the Crown agency of the Province of British Columbia responsible for the advancement of innovative businesses and entrepreneurs in the province. He has also been a director of Mobio Technologies Inc., a TSXVlisted company, since November 2012. Active in his community, Mr. Lew is a director of the Frank and Joan Lew Charitable Trust and the FJL Housing Society, which focuses on matters related to social housing in Vancouver's Downtown Eastside. Derek holds a Bachelor of Arts from the University of British Columbia and a Bachelor of Laws from the University of Alberta, and is a member of the Law Society of British Columbia.

8694862.1

64 -

Ian MacLeod (49), Director

Mr. MacLeod is the Corporate Secretary and General Counsel to the Teligence Group of Companies from 2007 to present. The Teligence Group actively pursues the acquisition of promising opportunities in the area of telecom, payments, e-commerce and software development. Mr. MacLeod is responsible for acquisitions, structuring and strategic direction of the Teligence portfolio. Mr. MacLeod holds a BA from Western University and an LLB from the University of British Columbia.

Mark Rutledge (59), Director

Mr. Rutledge has experience in technology, start-up structure and financing, and public markets. He is currently the Chief Executive Officer of Motto Technologies PLC, headquartered in London, UK, which is building a wealth management platform centered on digital currencies, aimed at millennials. Motto is regulated under the Financial Conduct Authority of the United Kingdom. Mr. Rutledge is also the President of Carraway Capital Corporation, a Vancouverbased early-stage angel investment group. Carraway's investments include: Twenty Year Media Corp., a technology company focused on innovations in artificial intelligence and conversational interfaces, as well as Sosido Networks Inc., a leading knowledge-exchange community for health care professionals. Mr. Rutledge is an active member of the technology start-up community in Vancouver. In the early 2000s, Mr. Rutledge was the co-founder of InternetStudios.com, one of the early pioneers in the streaming of digital media. InternetStudios was publicly traded in the United States from 1998-2003. Prior to that, Mr. Rutledge practised securities and entertainment law in Vancouver. Mr. Rutledge holds a BA cum laude and an LLB from the University of British Columbia.

Corporate Cease Trade Orders or Bankruptcies

No proposed director or executive officer of the Resulting Issuer, as constituted upon the Completion of the Qualifying Transaction, is, or has been, within the 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company that:

was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days; or
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 or executive officer of the Resulting Issuer, as constituted upon the Completion of the Qualifying Transaction, is, or has, within the 10 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, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director or executive officer.

8694862.1

65 -

Penalties or Sanctions

No proposed director or executive officer of the Resulting issuer, as constituted upon the Completion of the Qualifying Transaction, is, or has been:

been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Qualifying Transaction or an investment decision.

Conflicts of Interest

There are no known conflicts of interest involving the proposed directors or officers of the Resulting Issuer.

There are potential conflicts of interest to which the proposed directors, officers and promoters of the Resulting Issuer will be subject with respect to the operations of the Resulting Issuer as constituted upon the Completion of the Qualifying Transaction. Certain of the proposed directors and/or officers serve as directors and/or officers of other companies or have significant shareholdings in other companies. Situations may arise where the directors, officers and promoters of the Resulting Issuer will be engaged in direct competition with the Resulting Issuer as constituted after the Completion of the Qualifying Transaction. Any conflicts of interest will be subject to and governed by the law applicable to directors’ and officers’ conflicts of interest, including the procedures established by the British Columbia Business Corporations Act . The British Columbia Business Corporations Act requires that directors and officers of a party which enters into a material contract with the Resulting Issuer or otherwise have a material interest in a material contract entered into by the Resulting Issuer as constituted after the Completion of the Qualifying Transaction, must disclose their interest and, in certain circumstances, refrain from voting on any resolution of the Resulting Issuer’s directors to approve that contract.

Other Reporting Issuer Experience

The following table sets out the proposed directors and officers of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers in any Canadian jurisdiction.

Name	Name & Jurisdiction of Reporting Issuer	Position	From	To
Derek Lew	Plank Ventures Ltd. British Columbia	Director	May 2019	Present
	Mobio Technologies Inc. British Columbia	Director	November 2012	Present
	Aether Catalyst Solutions, Inc. British Columbia	CFO, Director	July 2011	Present
	Working Opportunity Fund (EVCC) Ltd. British Columbia	Director	June 2014	August 2015
		Director	October 2016	February 2019
		President & CEO	October 2015	February 2019

8694862.1

66 -


Mark Leung	Growthworks Atlantic Venture Fund Ltd. Canada	VP Finance	September 2017	March 2019
	Working Opportunity Fund (EVCC) LTd. British Columbia	VP Finance	September 2017	March 2019
Mark Rutledge	Plus 8 Global Ventures Ltd. (now "ParcelPal Technology Ltd.") BritishColumbia	Director	March 2014	June 2015

EXECUTIVE COMPENSATION

Upon Completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer will establish a compensation committee (the " Compensation Committee ") to formulate and administer an executive compensation program. It is anticipated that the executive compensation program will be comprised of two principal elements including base salaries and incentive stock options, which are designed to provide a combination of cash and equity-based compensation to effectively compensate, attract, retain and motivate the directors and executive officers of the Resulting Issuer (including directors and executive officers of LDRLY) and to closely align the personal interests of such persons to those of the shareholders of the Resulting Issuer.

It is anticipated that, upon Completion of the Qualifying Transaction, the Compensation Committee will be comprised of Derek Lew, Ian Macleod, and Mark Rutledge.

It is also anticipated that the Compensation Committee will recommend how much, if any, cash compensation will be paid to directors for services rendered by directors, in such capacity, to the Resulting Issuer; however, it is not anticipated that directors who are not otherwise employed by or engaged to provide services to the Resulting Issuer, will be paid any cash compensation for their services as directors. Notwithstanding the foregoing, it is anticipated that for the 12 months following Completion of the Qualifying Transaction all directors and officers will be primarily compensated for their services as directors and/or officers through the granting of stock options in such amounts and upon such terms as may be recommended by the Compensation Committee and approved by the Resulting Issuer's directors from time to time.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

There will be no indebtedness of the directors or executive officers of the Resulting Issuer, Amalco or LDRLY to the Resulting Issuer, Amalco or LDRLY, nor will there be any indebtedness of the directors or executive officers to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Resulitng Issuer, Amalco or LDRLY.

INVESTOR RELATIONS ARRANGEMENTS

After Completion of the Qualifying Transaction, the Resulting Issuer may retain promotional or investor relations services on an as-needed basis. However, as at the date of this Information Circular, no written or oral agreements or understandings reached with any persons to provide any promotional or investor relation services for the Resulting Issuer.

8694862.1

67 -

OPTIONS TO PURCHASE SECURITIES

Caprice has implemented an incentive stock option plan (the " Stock Option Plan "), which will continue upon Completion of the Qualifying Transaction. See Appendix A Information Concerning Caprice - Options to Purchase Securities for further description.

As at the date of this Information Circular, the following options to purchase the securities of the Resulting Issuer are issued and outstanding:

Holder	Nature of Security	Number of Securities	Exercise Price	Expiry Date
Derek Lew	Stock options~~(1)~~	110,000	$0.10	July 15, 2029
Mark Leung	Stock options~~(1)~~	110,000	$0.10	July 15, 2029
Ian MacLeod	Stock options~~(1)~~	110,000	$0.10	July 15, 2029
Mark Rutledge	Stockoptions~~(1)~~	110,000	$0.10	July15,2029
Mark Tommasi	Stock options~~(1)~~	110,000	$0.10	July 15, 2029
Haywood Securities	Agent's options~~(2)~~	200,000	$0.10	July15,2021

Notes:

(1) Issued pursuant to the Stock Option Plan.

(2) Issued concurrent with completion of Caprice's initial public offering. See Appendix A Issuer Concerning Caprice - Options to Purchase Securities for further description.

Additional options may be granted from time to time following Completion of the Qualifying Transaction, if and as determined by the Resulting Issuer's board of directors or compensation committee.

Pursuant to the Offering, Haywood Securities will receive brokers warrants entitling the holder to purchase that number of Leaf Shares that is equal to 6% of the total number of Leaf Shares purchased by investors introduced by Haywood Securities under the Offering. Upon completion of the Qualifying Transaction, such broker warrants will instead be exerciseable into Caprice Shares.

AUDITOR, TRANSFER AGENT AND REGISTRAR

D&H Group LLP will be the auditors of the Resulting Issuer after Completion of the Qualifying Transaction.

Odyssey Trust Company, at 323 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2 will remain as the transfer agent and registrar for the Caprice Shares.

INTEREST OF EXPERTS

The legal counsel of Leaf and LDRLY is Richards Buell Sutton LLP, 700 - 401 West Georgia Street, Vancouver, British Columbia V6B 5A1 and the legal counsel of Caprice is Owen Bird Law Corporation, Suite 2900, 595 Burrard Street, Vancouver, British Columbia V7X 1J5.

The partners and associates of both Richards Buell Sutton LLP and Owen Bird Law Corporation do not own any of the issued and outstanding Caprice Shares as at the date of this Information Circular, and, unless they participate in the Offering, are not anticipated to own any of the issued and outstanding Caprice Shares upon Completion of the Qualifying Transaction.

8694862.1

68 -

The auditors of Caprice are Dale Matheson Carr-Hilton LLP, of Vancouver, British Columbia and have confirmed that they are independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The auditors of Leaf and LDRLY are D&H Group LLP, Chartered Professional Accountants, and they have confirmed that they are independent with respect to Leaf and LDRLY within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

SPONSORSHIP

Caprice made an application to the TSXV for a discretionary waiver from the sponsorship requirements of the TSXV, which waiver was granted by the TSXV on January 28, 2020.

8694862.1

69 -

BOARD APPROVAL

The Caprice Board has approved the delivery of this Information Circular to the Caprice Shareholders. The Leaf Board has approved the delivery of this Information Circular to the Leaf Shareholders.

8694862.1

70 -

APPENDIX D

CAPRICE RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The Amalgamation of 1220311 B.C. Ltd., a wholly-owned subsidiary of Caprice Business Development Canada Inc. (" Caprice "), with 1182533 B.C. Ltd. (" Leaf "), pursuant to the Amalgamation Agreement dated as of October 29, 2019 as may be amended from time to time, and all ancillary transactions related thereto (including but not limited to the issuance of shares to Eastside Games Inc. and Durban Holdings Ltd., which will result in both of those entities becoming Control Persons (as such term is defined under TSX Venture Exchange policies) of Caprice by virtue of holding more than 20% of the then issued and outstanding common shares of Caprice), be and is hereby approved.
Any one officer or director of Caprice is authorized to do and perform all things, including the execution of the Amalgamation Agreement and documents related thereto, which may be necessary or desirable to give effect to the foregoing.
Notwithstanding that this special resolution has been duly passed by the shareholders of Caprice, the directors of Caprice be, and hereby are, authorized and empowered to revoke this special resolution at any time before the issue of a Certificate of Amalgamation with respect to aforementioned amalgamation, and to determine not to proceed with aforementioned amalgamation without further approval of the shareholders of Caprice.

8694862.1

71 -

APPENDIX E

LEAF RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The Amalgamation of 1220311 B.C. Ltd., a wholly-owned subsidiary of Caprice Business Development Canada Inc. (" Caprice "), with 1182533 B.C. Ltd. (" Leaf "), pursuant to the Amalgamation Agreement dated as of October 29, 2019 as may be amended from time to time, and all ancillary transactions related thereto, be and is hereby approved.
Any one officer or director of Leaf is authorized to do and perform all things, including the execution of the Amalgamation Agreement and documents related thereto, which may be necessary or desirable to give effect to the foregoing.
Notwithstanding that this special resolution has been duly passed by the shareholders of Leaf, the directors of Leaf be, and hereby are, authorized and empowered to revoke this special resolution at any time before the issue of a Certificate of Amalgamation with respect to aforementioned amalgamation, and to determine not to proceed with aforementioned amalgamation without further approval of the shareholders of Leaf.

8694862.1

72 -

APPENDIX F

AMALGAMATION AGREEMENT

see attached -

8694862.1

AMALGAMATION AGREEMENT

DATED October 29, 2019

AMONG :

CAPRICE BUSINESS DEVELOPMENT CANADA INC. (" Caprice ") and its wholly-owned subsidiary 1220311 B.C. LTD. (" Subco "), each a corporation incorporated under the laws of the Province of British Columbia, and having an office at Suite 2900, 550 Burrard Street, Vancouver, British Columbia V6C 0A3, email: [email protected]

AND :

1182533 BC LTD. (" Target "), a corporation incorporated under the laws of the Province of British Columbia, and having its registered and records office at 700 - 401 West Georgia Street, Vancouver, British Columbia V6B 5A1, email: [email protected]

WHEREAS :

A. Caprice is a "capital pool company" (as such term is defined under the policies of the TSX Venture Exchange), whose common shares are listed for trading on the TSX Venture Exchange;
B. Target is a technology company with interests in mobile game development and publication;
C. The parties propose a business combination whereby Subco and Target will be amalgamated under the provisions of the Business Corporations Act (British Columbia), pursuant to the terms and conditions contained herein;
D. It is intended by the parties that such amalgamation and the transactions contemplated hereunder will comprise Caprice's "qualifying transaction" and a "reverse takeover" of Caprice by the shareholders of Target, as such terms are defined under the policies of the TSX Venture Exchange;
E. The parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to aforementioned amalgamation;

NOW THEREFORE IN CONSIDERATION of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions. In this Agreement, unless the context otherwise requires:
(a) "affiliate" shall have that meaning ascribed to it under the BCBCA;

8684627.1

2 -
(b) "Agreement" means this agreement, including the recitals and Schedules hereto, as amended or supplemented from time to time, and "hereby," "hereof," "herein," "hereunder," "herewith" and similar terms refer to this Agreement and not to any particular provision of this Agreement;
(c) "Alternative Transaction" with respect to any party means a transaction relating to:
(i) the direct or indirect acquisition or disposition of any of the issued or unissued securities of such party or its subsidiaries; or
(ii) any arrangement, amalgamation, merger, sale of assets, takeover bid, reorganization, recapitalization, liquidation or winding up of, or other business combination, acquisition or similar transaction directly or indirectly involving such party or its subsidiaries and any other party;
(d) "Amalco" means the corporation resulting from the amalgamation of Subco and Target pursuant to the Amalgamation;
(e) "Amalco Share" means a common share of Amalco;
(f) "Amalgamation" means the amalgamation of Subco and Target pursuant to Part 9 of the BCBCA, as contemplated by this Agreement;
(g) "Applicable Securities Laws" means applicable securities laws, regulations and rules in the Province of British Columbia, all policies thereunder and the policies of the TSXV;
(h) "Articles of Amalgamation" means the articles of Amalgamation in respect of the Amalgamation required under Part 9 of the BCBCA to be filed with the Registrar;
(i) "BCBCA" means the Business Corporations Act (British Columbia), as amended, including the regulations promulgated thereunder;
(j) "business day" means a day, other than a Saturday, Sunday or statutory holiday in the Province of British Columbia;
(k) "Caprice Financial Statements" means the audited financial statements of Caprice for the period from November 29, 2018 to March 31, 2019, and any subsequent financial statements completed by Caprice prior to Closing;
(l) "Caprice Information" has the meaning ascribed thereto in Subsection 4.1(r) herein;
(m) "Caprice Meeting" means, if Caprice is required to obtain shareholder approval under Applicable Securities Laws with respect to the transactions contemplated hereunder, the special meeting of the Caprice Shareholders to be called to, inter alia, consider and, if thought advisable, authorize, approve and adopt the Amalgamation, and any adjournments thereof;
(n) INTENTIONALLY DELETED

8684627.1

3 -
(o) "Caprice Public Documents" means all documents or information filed by or on behalf of Caprice in compliance with or intended compliance with Applicable Securities Laws;
(p) "Caprice Shareholders" means the holders of the Caprice Shares;
(q) "Caprice Shares" means the common shares of Caprice as constituted on the date hereof;
(r) "Certificate of Amalgamation" means the certificate of amalgamation to be issued by the Registrar pursuant to Part 9 of the BCBCA giving effect to the Amalgamation;
(s) "Closing" means the completion of the transactions contemplated herein;
(t) "Concurrent Financing" means the private placement financing of Caprice as is further described in Section 6.2 herein;
(u) "control" and related terms including "controlling" and "controlled", shall mean the possession, directly or indirectly, by or on behalf of a person or group of persons acting jointly or in concert, of the following in respect of another person: (i) in the case where the other person is a corporation, the power to vote more than 50% of the securities having ordinary voting power for the election of directors of such corporation; (ii) in the case where the other person is a limited partnership, the power to control the general partner of the limited partnership; and (iii) in the case where the other person is other than a corporation or limited partnership, any of: (1) the power to exercise more than 50% of the voting rights in such person; or (2) the right to receive more than 50% of the distributions made by that person;
(v) "Depository" means Odyssey Trust Company or such other depository as the parties may agree upon;
(w) "Disclosure Document" means the filing statement of Caprice and information circular of Target to be sent to Target Shareholders, or, if Caprice is required to obtain shareholder approval with respect to the transactions contemplated hereunder, the information circular of Caprice to be sent to Caprice Shareholders, in connection with the transactions contemplated hereunder;
(x) "Dissent Rights" means the right of a Target Shareholder to dissent to the special resolution approving the transactions contemplated herein, and to be paid the fair value of the Target Shares in respect of which the holder dissents, all in accordance with Section 272 of the BCBCA;
(y) “Dissenting Target Shareholders” means, as the context requires, the registered Target Shareholders that validly exercise the Dissent Rights and "Dissenting Target Shareholder" means any one of them;
(z) "Effective Date" means the date shown on the Certificate of Amalgamation;
(aa) "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date;

8684627.1

4 -
(bb) "Encumbrance" includes, without limitation, any mortgage, pledge, assignment, charge, lien, security interest, claim, trust, royalty or carried, participation, net profits or other third party interest and any agreement, option, right of first refusal, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;
(cc) "GAAP" means Canadian generally accepted accounting principles, and, for greater certainty, includes International Financial Reporting Standards (IFRS);
(dd) "Governmental Authority" includes any federal, provincial, municipal or other political subdivision, government department, commission, board, bureau, agency or instrumentality, domestic or foreign;
(ee)
"LDRLY" means LDRLY (Technologies) Inc., a British Columbia company;
(ff) "LDRLY Agreement" means the agreement dated October 29, 2019 among the Target, LDRLY and Eastside Games Inc., pursuant to which the Target will purchase all of the issued and outstanding securities in the capital of LDRLY;
(gg) "Material Adverse Change" means any change (or any condition, event or development giving rise to a prospective change) in or to the business, operations, results of operations, assets, capitalization, financial condition, rights, liabilities, prospects or privileges, whether contractual or otherwise, of the Parties or any of them which is, or would reasonably be expected to be, materially adverse to the business of that entity, but "Material Adverse Change" shall not include a change resulting from (i) an action taken by a Party to which the other Parties have consented to in writing, or (ii) general economic, financial, currency exchange, securities or commodity market conditions in Canada or elsewhere;
(hh) "Material Adverse Effect" means any effect that is, or would reasonably be expected to be, materially adverse to the business, operations, results of operations, assets, capitalization or financial condition of the Parties or any of them, but "Material Adverse Effect"” shall not include an effect resulting from (i) an action taken by a Party, to which the other Parties have consented to in writing, or (ii) general economic, financial, currency exchange, securities or commodity market conditions in Canada or elsewhere;
(ii) "misrepresentation" means an untrue statement of a material fact, an omission to state a material fact that is required to be stated and an omission to state a material fact that is necessary to be stated in order for a statement not to be misleading;
(jj) "person" includes any individual, partnership, firm, trust, body corporate, government, governmental body, agency or instrumentality, unincorporated body of persons or association;
(kk) "Record Date" means the record date for the purpose of determining the Target Shareholders entitled to vote at the Target Meeting and, if Caprice is required to obtain shareholder approval under Applicable Securities Laws with respect to the transactions contemplated hereunder, the record date for the purpose of determining the Caprice Shareholders entitled to vote at the Caprice Meeting,

8684627.1

which record date shall be jointly chosen by the respective directors of Caprice and Target, and described in the Disclosure Document;

(ll) "Registrar" means the registrar appointed pursuant to Part 12 of the BCBCA;
(mm) "Subco Net Debt" means debt and current liabilities of Subco less the current assets of Subco calculated in accordance with GAAP;
(nn) "Subco Shareholders" means the holders of Subco Shares, and, for greater clarity, consists only of Caprice as at the date hereof;
(oo) "Subco Shares" means the common shares of Subco as constituted on the date hereof;
(pp) "Target Meeting" means the special meeting of the Target Shareholders to be called to, inter alia, consider and, if thought advisable, authorize, approve and adopt the Amalgamation, and any adjournments thereof;
(qq) "Target Shareholders" means the holders of Target Shares;
(rr) "Target Shares" means the common shares of Target as constituted on the date hereof; and
(ss) "TSXV" means the TSX Venture Exchange.
1.2 Schedules . The following Schedules form part of this Agreement:

Schedule A — Form of Articles of Amalco Schedule B — Form of Notice of Articles of Amalco Schedule C — Caprice Warrants, Options, Convertible Securities Schedule D — Form of Amalgamation Application

1.3 Headings . The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

1.4 References . Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph, clause, subclause or schedule by number or letter or both refer to the article, section, subsection, paragraph, clause, subclause or schedule, respectively, bearing that designation in this Agreement.

1.5 Interpretation .

(a) In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa; words importing gender shall include all genders.
(b) In the event that the date on which any action is required to be taken hereunder by any of the parties is not a business day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a business day in such place.

8684627.1

6 -
(c) References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.
(d) All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, reorganization and other laws affecting creditors rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief).

ARTICLE 2 AMALGAMATION

2.1 Amalgamation : Subject to the terms, conditions and covenants of this Agreement, at the Effective Time, Subco and Target shall amalgamate pursuant to the provisions of the BCBCA and will continue as Amalco in accordance with the following: (a) each Target Shareholder shall receive one Caprice Share for every Target Share held, legally or beneficially, directly or indirectly, by such Target Shareholder;
(b) in consideration of Caprice issuing the Caprice Shares issuable pursuant to Subsection 2.1(a) above, Caprice shall receive one Amalco Share for every Caprice Share issued; and
(c) each issued and outstanding Subco Share shall be exchanged for one Amalco Share.

2.2 Continuity of Amalco : In addition to Section 2.1 herein, but subject to the terms, conditions and covenants of this Agreement, at the Effective Time, upon the amalgamation of Subco and Target to continue as Amalco: (a) all of the property, assets, rights and privileges of each of Subco and Target shall continue to be the property, assets, rights and privileges of Amalco;

(b) Amalco shall continue to be liable for all of the contracts, liabilities, debts and obligations of each of Subco and Target;
(c) any existing cause of action, claim or liability to prosecution of either of Subco or Target shall be unaffected;
(d) any civil, criminal or administrative action or proceeding pending by or against either of Subco or Target may be continued to be prosecuted by or against Amalco;
(e) any conviction against, or ruling, order or judgment in favour of or against, either of Subco or Target may be enforced by or against Amalco;
(f) the name of the amalgamated corporation shall be Leaf Digital Studios Corp. (or such other name as the parties may determine);
(g) the articles of Amalco shall be in the form set forth in Schedule A hereto;

8684627.1

7 -
(h) the notice of articles of Amalco shall be in the form set forth in Schedule B hereto;
(i) the board of directors of Amalco shall consist of a minimum of one director and a maximum of 5 directors, and the first board of directors shall be comprised of the following persons:

Name	Municipality of Residence
Derek Lew	Vancouver, BC
Ian McLeod	Vancouver,BC
Mark Rutledge	Vancouver, BC
Darcy Taylor	West Vancouver, BC

(j) the aggregate stated capital of Amalco will be an amount equal to the aggregate of the respective stated capital for the shares of each of Subco and Target immediately before the Effective Date.

2.3 No Fractional Shares . No certificates representing fractional Caprice Shares or Amalco Shares shall be issued pursuant to the Amalgamation. In lieu of any fractional Subco Shares or Amalco Shares, each person otherwise entitled to a fractional interest in a Caprice Share or Amalco Share will either: (a) where such fractional interest is less than 0.5, be rounded down to the nearest whole number of Caprice Shares or Amalco Shares, as applicable; or (b) where the fractional interest is equal to or greater than 0.5 be rounded up to the nearest whole number of Caprice Shares or Amalco Shares, as applicable.

2.4 Former Share Certificates . From and after the Effective Time certificates formerly representing Subco Shares and Target Shares, respectively, under the Amalgamation shall be cancelled and shall thereafter represent only the right to receive that number of Caprice Shares or Amalco Shares, as applicable, to which the holders are entitled under the Amalgamation.

2.5 Deposit of Target Shares : Subject to Section 2.7, each Target Shareholder as at the Record Date shall transfer to the Depository the certificates representing the Target Shares held, legally or beneficially, directly or indirectly, by such Target Shareholder, together with such other documents and instruments as the Depository may reasonably require. Upon such transfer to and deposit with the Depository, the Depository shall, as soon as practicable following the Effective Time, forward or cause to be forwarded by first class mail (postage prepaid) to such former Target Shareholder, as the case may be, at the address specified in the letter of transmittal or, if requested by such holder in the letter of transmittal, make available or cause to be made available at the Depository for pick up by such holder, certificates representing the number of Caprice Shares issuable to such holder in accordance with Subsection 2.1(a).

2.6 Lost, Stolen or Destroyed Target Share Certificates . Subject to Section 2.7 herein, if any certificate which immediately prior to the Effective Time represented an interest in outstanding Target Shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Target Shareholder claiming such certificate to have been lost, stolen or destroyed, Caprice and/or Amalco shall direct the Depository to issue and deliver in exchange for such affidavit, a certificate representing the Caprice Shares issuable to such Target Shareholder under Subsection 2.1(a) herein. Notwithstanding the generality of the foregoing, the Target Shareholder who is entitled to receive Caprice Shares hereunder shall, as a condition precedent to the receipt thereof, give a bond to Caprice, Amalco and their respective

8684627.1

transfer agents, if any, which bond is in form and substance satisfactory to Caprice, Amalco and their respective transfer agents against any claim that may be made against any of them with respect to the certificate or agreement alleged to have been lost, stolen or destroyed.

2.7 Expiry of Rights . Any certificate formerly representing Target Shares that is not deposited with all other documents pursuant to Section 2.5 or any affidavit that is not deposited with a bond as contemplated under Section 2.6 herein on or before the sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder of such Target Shares to receive Caprice Shares, and shall be deemed to be surrendered to Amalco.

2.8 Deposit of Subco Shares . Caprice shall surrender the certificate representing the Subco Shares held by it, and shall receive certificates as follows:

(a) on each issuance of a certificate representing Caprice Shares pursuant to Sections 2.5 or 2.6 herein, Caprice shall receive a certificate representing the Amalco Shares issuable to it pursuant to Subsection 2.1(b) herein; and
(b) on the Effective Date, Caprice shall receive a certificate representing the Amalco Shares issuable to it pursuant to Subsection 2.1(c) herein.

ARTICLE 3 DISSENTING SHAREHOLDERS

3.1 Dissent Rights .
(a) Each registered holder of Target Shares shall have the right to dissent with respect to the Amalgamation in accordance with the BCBCA. A Dissenting Target Shareholder shall, at the Effective Time, cease to have any rights as a holder of Target Shares, and shall only be entitled to be paid the fair value of the holder's Target Shares in accordance with the provisions of the BCBCA, and the Target Shares held by the Dissenting Target Shareholder shall be cancelled. For greater certainty, Dissenting Target Shareholders shall not be entitled to receive any Caprice Shares or Amalco Shares in relation to the Target Shares held by such Dissenting Target Shareholders.
(b) Caprice, as sole shareholder of Subco, agrees that it will not exercise any rights of dissent with respect to the transactions contemplated herein that Caprice, as sole shareholder of Subco, may have in accordance with the BCBCA.

3.2 Non-Entitlement to Dissent Rights . In the event that, for any reason whatsoever, a former holder of Target Shares who has exercised Dissent Rights is not ultimately entitled to be paid fair value for such person's Target Shares, such person shall be deemed to have participated in the Amalgamation on the same basis as any non-dissenting shareholder, as at the Effective Time, and is to receive Caprice Shares on the same basis determined in accordance with Subsection 2.1(a), but in no case is Amalco required to recognize such person as a holder of Amalco Shares, as the case may be, after the Effective Date.

8684627.1

ARTICLE 4 CAPRICE REPRESENTATIONS AND WARRANTIES

4.1 Caprice Representations and Warranties . Caprice represents, warrants and covenants to Target that:
(a) both Caprice and Subco are duly incorporated and validly existing under the laws of the Province of British Columbia;
(b) Caprice and Subco each have all requisite corporate power and authority to enter into this Agreement and all documents to be delivered pursuant hereto and, subject to the terms hereof, to perform its obligations hereunder and thereunder;
(c) this Agreement has been duly authorized, executed and delivered by Caprice and Subco, and all documents to be executed and delivered by either of them pursuant to this Agreement will be duly executed and delivered, and this Agreement constitutes, and each of the other documents to be executed and delivered by them pursuant to this Agreement will, once executed, constitute, a legal, valid and binding obligation of Caprice and Subco enforceable against them in accordance with its terms, except as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, or as limited by the rules of law governing equitable remedies and by general principles of equity;
(d) the execution and delivery of this Agreement and all documents to be delivered pursuant hereto, the performance of the terms hereof and thereof and the consummation of the transactions contemplated herein and therein do not and will not:
- (i) result in the breach of or violate any term or provision of the respective articles, bylaws or resolutions of Caprice or Subco;
- (ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, contract, instrument, license, permit or authority to which Caprice or Subco is a party or by which they are bound or to which any of their property is subject;
- (iii) give to any person any material interest or right, including the right of purchase, termination, cancellation or acceleration under any such agreement, contract, instrument, license, permit or authority;
- (iv) result in the creation of any Encumbrance upon any assets comprised in its business; or
- (v) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Caprice or Subco;
(e) Caprice and Subco have complied with and are in compliance with all laws or regulations applicable to them, including all Applicable Securities Laws, except where failure to do so would not have a Material Adverse Effect on Caprice;

8684627.1

10 -
(f) the authorized capital of Caprice consists of an unlimited number of Caprice Shares, of which as at the date hereof, 5,500,000 Caprice Shares are issued and outstanding, all of which are issued as fully paid and non-assessable;
(g) except as disclosed in Schedule C attached hereto, as at the date of this Agreement, there were no options, warrants or other rights, shareholder rights plans, agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by Caprice of any securities of Caprice or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of Caprice;
(h) except as reflected in the balance sheet included in the Caprice Financial Statements, as at the date of this Agreement, neither Caprice nor Subco carries on an active business, nor do they have any assets or property, excepting its interests in this Agreement;
(i) Subco does not have any indebtedness or liabilities. Caprice has positive working capital as of September 30, 2019 of approximately $277,000;
(j) the Caprice Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with that of prior periods (except as stated therein) and present fairly the financial positions of Caprice as of the dates provided therein and the results of its operations and the changes in their financial positions for the periods then ended and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of Caprice as at the dates thereof;
(k) there are no outstanding agreements or waivers material to Caprice extending the statutory period of limitations applicable to any federal, provincial or other income tax return for any period and there are no proposed or issued assessments or reassessments respecting Caprice pursuant to which there are amounts owing or discussions in respect thereof with any taxing authority;
(l) neither Caprice nor Subco have entered into any employment or consulting contracts, bonus or severance arrangements;
(m) except as have been disclosed in writing to Target prior to the date hereof, there are no contracts, bonus, severance or other arrangements to which Caprice or Subco are a party with any of their respective directors, officers, or consultants, or any associate or affiliate of any such director or officer, nor is there any indebtedness owing by Caprice or Subco to any such parties or by any such parties to Caprice or Subco;
(n) there is not in effect, and prior to the Effective Date Caprice will not implement, any shareholder rights plan or any other form of plan, agreement, contract or instrument that will trigger any rights to acquire Caprice Shares or other securities of Caprice or rights, entitlements or privileges in favour of any person upon the entering into of this Agreement or on the Amalgamation becoming effective;
(o) Caprice is a "reporting issuer" or has equivalent status in each of British Columbia, Alberta and Ontario, and the Caprice Shares are listed on the TSXV,

8684627.1

11 -

and Caprice has not been notified of any default or alleged default by Caprice of any requirement of securities and corporate laws, regulations, orders, notices and policies. Caprice is in compliance in all material respects with the timely and continuous disclosure obligations under Applicable Securities Laws;

(p) except for the approvals contemplated in this Agreement and approvals that have been obtained and other than in the normal course in connection with or in compliance with the provisions of Applicable Securities Laws, (i) there is no legal impediment to the consummation by Caprice or Subco of the transactions contemplated by this Agreement or any agreement contemplated hereunder and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary in connection with the making of this Agreement by Caprice or Subco or the consummation of the transactions contemplated by this Agreement or any agreement contemplated hereunder;
(q) Caprice's board of directors, upon consultation with its advisors, has determined that the Amalgamation is fair to its shareholders and is in the best interests of Caprice and its shareholders, has unanimously approved the Amalgamation and the entering into of this Agreement and will, subject to the terms of this Agreement, unanimously recommend that the Caprice Shareholders vote in favour of the Amalgamation;
(r) all information contained in the Disclosure Document relating to Caprice and Subco provided by them for inclusion in the Disclosure Document (collectively, the " Caprice Information ") shall be true and complete in all material respects and shall not contain any misrepresentation;
(s) the Caprice Public Documents as at the date hereof, relating to Caprice, are true, correct and complete, and do not contain any misrepresentation, as of the respective dates of such information or statements, and no material change has occurred in relation to Caprice which is not disclosed in the Caprice Public Documents, and Caprice has not filed any confidential material change reports which continue to be confidential; and
(t) all of the data and information relating to Caprice and Subco and their businesses provided or disclosed to Target and its officers, employees, agents or other representatives was accurate and correct in all material respects as at the date of such data and information.

ARTICLE 5

TARGET REPRESENTATIONS AND WARRANTIES

5.1 Target Representations and Warranties . Target represents to Caprice and Subco that:

(a) it is duly incorporated and validly existing under the laws of the Province of British Columbia;
(b) it has all requisite power and authority to enter into this Agreement and all documents to be delivered pursuant hereto and, subject to the terms hereof, to perform its obligations hereunder and thereunder;

8684627.1

12 -
(c) this Agreement has been duly authorized, executed and delivered by it, and all documents to be executed and delivered by it pursuant to this Agreement will be duly authorized, executed and delivered by it, and this Agreement constitutes, and each of the other documents to be executed and delivered by it pursuant to this Agreement will, once executed, constitute, a legal, valid and binding obligation of Target enforceable against it in accordance with its terms, except as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, or as limited by the rules of law governing equitable remedies and by general principles of equity;
(d) the execution and delivery of this Agreement and all documents to be delivered pursuant hereto, the performance of the terms hereof and thereof and the consummation of the transactions contemplated herein and therein do not and will not:
(i) result in the breach of or violate any term or provision of Target's articles, bylaws or resolutions;
(ii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, contract, instrument, license, permit or authority to which Target is a party or by which it is bound or to which any of its property is subject;
(iii) give to any person any material interest or right, including the right of purchase, termination, cancellation or acceleration under any such agreement, contract instrument, license, permit or authority;
(iv) result in the creation of any Encumbrance upon any assets comprised in its business; or
(v) violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to it or the Target Shares;
(e) it has complied with and is in compliance with all laws or regulations applicable to them, except where failure to do so would not have a Material Adverse Effect on it;
(f) the authorized capital of Target consists of an unlimited of Target Shares, which as at the date hereof, 129,762,500 Target Shares are issued and outstanding, all of which are issued as fully paid and non-assessable;
(g) except as reflected in the balance sheet included in the Target Financial Statements, as at the date of this Agreement, Target does not carry on an active business, nor do they have any assets or property, excepting its interests in the LDRLY Agreement;
(h) the Target Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with that of prior periods (except as stated therein) and present fairly the financial position of Target as of the dates provided therein and the results of its operations and the changes in financial position for the

8684627.1

13 -

periods then ended and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of Target, if any, as at the dates thereof;

(i) it has not entered into any employment or consulting contracts, bonus or severance arrangements;
(j) there are no contracts, bonus, severance or other arrangements to which Target is a party with any of its directors or officers, or any associate or affiliate of any such directors or officers, nor is there any indebtedness owing by Target to any such parties or by any such parties to it;
(k) except for the approvals contemplated in this Agreement and approvals that have been obtained and other than in the normal course in connection with or in compliance with the provisions of Applicable Securities Laws, (i) there is no legal impediment to the consummation by Target of the transactions contemplated by this Agreement or any agreement contemplated hereunder and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary in connection with the making of this Agreement by Target or the consummation of the transactions contemplated by this Agreement or any agreement contemplated hereunder;
(l) the LDRLY Agreement is in good standing; no party to the LDRLY Agreement is in breach thereof; no party has any right or standing to terminate the LDRLY Agreement; no “Closing” has occurred under the LDRLY Agreement as of the date hereof; notwithstanding that no closing has occurred under the LDRLY Agreement, the agreement remains in good standing and no party has given notice of default thereunder
(m) all information contained in the Disclosure Document relating to Target and LDRLY provided by it for inclusion in the Disclosure Document (collectively, the " Target Information ") shall be true and complete in all material respects and shall not contain any misrepresentation; and
(n) all of the data and information relating to Target provided or disclosed to Caprice, Subco or any of their respective officers, employees, agents or other representatives was accurate and correct in all material respects as at the date of such data and information.

ARTICLE 6 COVENANTS OF CAPRICE & SUBCO

6.1 Covenants . Caprice & Subco each covenants and agrees that, until Closing or the termination of this Agreement, whichever is the earlier:

(a) other than as contemplated under this Agreement or as otherwise approved by Target, it will not, directly or indirectly, do or permit to occur any of the following:
(i) issue, enter into any agreement to issue or grant any right to acquire (whether absolute or contingent) any securities of Caprice other than the issuance of Caprice Shares (A) pursuant to outstanding Caprice Options, or (B) pursuant to the Concurrent Financing;

8684627.1

14 -
(ii) propose or effect any changes in its capital structure or its constating documents;
(iii) split, combine or re-classify the outstanding Caprice Shares, or reduce the stated capital of Caprice or any of its outstanding Caprice Shares;
(iv) declare, pay or set aside any dividends or make any distributions or payments (whether cash, shares or property) to the Caprice Shareholders by reason of their ownership of Caprice Shares;
(v) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation or reorganization;
(vi) incur any indebtedness for borrowed money in excess of existing credit facilities, or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or entity, or make any loans or advances, other than in respect of fees payable to legal, financial and other advisors in respect of the transactions contemplated herein;
(vii) enter into any employment or independent contractor agreements;
(viii) take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere or affect the consummation of the transactions contemplated herein; or
(ix) authorize any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(b) it shall:
(i) except as otherwise permitted in this Agreement, conduct its business only in the usual ordinary course of business consistent with past practice and shall consult with Target in respect of its ongoing business and affairs and keep Target up to date on all material developments related thereto; and
(ii) promptly notify Target of any Material Adverse Change to it or Subco, and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);
(c) it will make available and cause to be made available to Target, its agents and advisors, as Target may reasonably request, all documents and agreements relating to or affecting Caprice, Subco, or the Caprice Shares, and such other documents or agreements as may be necessary to enable Target to verify the truth of the representations and warranties of Caprice herein and compliance by Target with the terms and conditions hereof;
(d) it will not disclose to any person, other than its officers, directors and professional advisors of Caprice, any confidential information relating to Target (excepting the

8684627.1

15 -

Target Information) or relating to LDRLY (excepting information required under Applicable Securities Laws to be included in the Disclosure Document), other than information generally known to the public or as required to be disclosed by law;

(e) it will not take any action that would render, or that may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue at any time prior to the Effective Time;
(f) from and after the Effective Date, it will and will cause Amalco to fulfill its obligations pursuant to indemnities provided or available to past and present directors and officers of Target pursuant to the provisions of the constating documents of Target and applicable corporate legislation and any written indemnity agreements between Target and its past and present directors and officers;
(g) it shall indemnify and save harmless Target and its directors, officers and agents from and against any and all liabilities, claims demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Target or any director, officer or agent thereof, may be subject or which Target or any director, officer or agent thereof, may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the Caprice Information;
(h) it will use its reasonable commercial efforts to fulfill or cause the fulfillment of the conditions set forth in Sections 9.1 and 10.1, to the extent the fulfillment of the same is within the control of Caprice;
(i) it will, if required under Applicable Securities Laws to obtain shareholder approval with respect to the transactions contemplated hereunder:
(i) convene the Caprice Meeting and solicit proxies to be voted at the Caprice Meeting in favour of the Amalgamation;
(ii) provide notice to Target of the Caprice Meeting and allow Target's representatives to attend the Caprice Meeting;
(iii) file and distribute to the Caprice Shareholders, in a timely and expeditious manner the Disclosure Document, and any amendments or supplements thereto, all as required by Applicable Securities Law, in all jurisdictions where the same is required, complying in all material respects with all applicable legal requirements on the date of issue thereof;
(iv) it will include in the Disclosure Document the unanimous recommendation of the board of directors of Caprice (excluding any directors which may have a conflict of interest in participating in such recommendation) that the Caprice Shareholders vote in favour of the Amalgamation; and
(v) conduct the Caprice Meeting in accordance with the constating documents of Caprice and any instrument governing the Caprice Meeting, and as otherwise required by law or the policies of the TSXV;

8684627.1

16 -
(j) if it is not required to obtain shareholder approval under Applicable Securities Laws with respect to the transactions contemplated hereunder, it will prepare, together with Target, file, in a timely and expeditious manner the Disclosure Document, and any amendments or supplements thereto, all as required by Applicable Securities Law, in all jurisdictions where the same is required, complying in all material respects with all applicable legal requirements on the date of issue thereof;
(k) if required by the TSXV, it will prepare financial statements of Subco for such time periods as may be required by the TSXV, and include such financial statements in the Disclosure Document;
(l) it will forthwith take all such steps as are required by it or Subco to file Articles of Amalgamation and the Amalgamation Application in the form attached hereto as Schedule D with the Registrar;
(m) except for proxies and other non-substantive communications with security holders, Caprice will furnish promptly to Target a copy of each notice, report, schedule or other document delivered, filed or received by Caprice in connection with: (i) the Amalgamation; (ii) the Caprice Meeting, as applicable; (iii) any filings under Applicable Securities Laws; and (iv) any dealings with regulatory agencies in connection with the transactions contemplated herein;
(n) it will make all necessary filings and applications under Applicable Securities Laws required on the part of Caprice in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Securities Laws; and
(o) it will not, directly or indirectly, through any director, officer, representative or agent, solicit, invite, induce, initiate or encourage any expression of interest, proposal or offers from, or negotiation with, or provide to or facilitate discussions with, any person other than the Target relating to an Alternative Transaction.

6.2 Concurrent Financing . Notwithstanding the generality of Section 6.1, each of the parties hereby acknowledge that Caprice and Target will be required to incur considerable expenses in order to complete the transactions contemplated herein, and further acknowledge and agree that, prior to the Effective Date, Caprice and Target will use their reasonable commercial efforts to raise capital by way of a private placement financing (the " Concurrent Financing "), pursuant to which Caprice may issue additional Caprice Shares for aggregate gross proceeds of at least $1,000,000, on such terms and conditions as Caprice and Target may mutually decide.

6.3 Finder's Fee . Notwithstanding the generality of Section 6.1, each of the parties acknowledge that Caprice will issue 1,000,000 Caprice Shares, representing a finder's fee payable with respect to the transactions contemplated hereunder, subject to Caprice obtaining the prior approval of the TSXV.

ARTICLE 7 COVENANTS OF TARGET

7.1 Target Covenants . Target covenants and agrees that, until the Closing or the termination of this Agreement, whichever is the earlier:

8684627.1

17 -
(a) other than as contemplated herein or as otherwise approved by Caprice in writing, Target will not, directly or indirectly, do or permit to occur any of the following:
(i) issue, enter into any agreement to issue or grant any right to acquire (whether absolute or contingent) any securities of Target, other than as may be required under the LDRLY Agreement;
(ii) split the outstanding Target Shares;
(iii) declare, pay or set aside any dividends or make any distributions or payments (whether cash, shares or property) to the Target Shareholders;
(iv) take any action, refrain from taking any action, permit any action to be taken or not taken, inconsistent with this Agreement, which might directly or indirectly interfere or affect the consummation of the transactions contemplated herein; or
(v) authorize any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(b) it shall:
(i) except as otherwise permitted in this Agreement, conduct its business only in the usual ordinary course of business consistent with past practice and shall consult with Target in respect of its ongoing business and affairs and keep Target up to date on all material developments related thereto; and
(ii) promptly notify Caprice orally and in writing of any Material Adverse Change to Target, and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);
(c) it will make available and cause to be made available to Caprice, its agents and advisors, as Caprice may reasonably request, all documents and agreements as may be necessary to enable Caprice to verify the truth of the representations and warranties of Target herein and compliance by Target with the terms and conditions hereof;
(d) it will not disclose to any person, other than its officers, directors and professional advisors, any confidential information relating to Caprice, (except the Caprice Information or information generally known by the public), other than as required to be disclosed by law.
(e) it shall not take any action that would render, or that may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue at any time prior to the Effective Time;
(f) it shall indemnify and save harmless Caprice, Subco and their respective directors, officers and agents from and against any and all liabilities, claims demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which any of them may suffer, whether under the

8684627.1

18 -

provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentation in the Target Information; and

(g) use their reasonable commercial efforts to fulfill or cause the fulfillment of the conditions set forth in Sections 8.1 and 10.1 as soon as reasonably possible to the extent the fulfillment of the same is within the control of Target;
(h) it will:
(i) convene the Target Meeting and solicit proxies to be voted at the Target Meeting in favour of the Amalgamation, or obtain written resolutions approved by all of the Target Shareholders in favour of the Amalgamation;
(ii) if the Target does convene the Target Meeting, provide notice to Caprice and allow Caprice's representatives to attend the Target Meeting;
(iii) file and distribute to the Target Shareholders, in a timely and expeditious manner the Disclosure Document, and any amendments or supplements thereto, complying in all material respects with all applicable legal requirements on the date of issue thereof;
(iv) include in the Disclosure Document the unanimous recommendation of the board of directors of the Target (excluding any directors which may have a conflict of interest in participating in such recommendation) that the Target Shareholders vote in favour of the Amalgamation; and
(v) if the Target does convene the Target Meeting, conduct the Target Meeting in accordance with the constating documents of the Target and any instruments governing the Target Meeting, and as otherwise required by law;
(i) it will prepare, together with Caprice, file and distribute to the Target Shareholders, in a timely and expeditious manner the Disclosure Document, and any amendments or supplements thereto, all as required by Applicable Securities Law, in all jurisdictions where the same is required, complying in all material respects with all applicable legal requirements on the date of issue thereof;
(j) it will include in the Disclosure Document the unanimous recommendation of the board of directors of Target (excluding any directors which may have a conflict of interest in participating in such recommendation) that the Target Shareholders vote in favour of the Amalgamation;
(k) it will forthwith take all such steps as are required by it to file Articles of Amalgamation and the Amalgamation Application in the form attached hereto as Schedule D with the Registrar;
(l) except for proxies and other non-substantive communications with security holders, Target will furnish promptly to Caprice a copy of each notice, report, schedule or other document delivered, filed or received by Target in connection with: (i) the Amalgamation; (ii) any filings under Applicable Securities Laws; and

8684627.1

19 -

(iii) any dealings with regulatory agencies in connection with the transactions contemplated herein;

(m) make all necessary filings and applications under Applicable Securities Laws required on the part of Target in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Securities Laws; and
(n) it will not, directly or indirectly, through any director, officer, representative or agent, solicit, invite, induce, initiate or encourage any expression of interest, proposal or offers from, or negotiation with, or provide to or facilitate discussions with, any person other than the Caprice and Subco relating to an Alternative Transaction.

ARTICLE 8 CAPRICE CLOSING CONDITIONS

8.1 Caprice Conditions . The obligation of Caprice and Subco to complete the transactions contemplated herein is subject to the fulfillment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) the representations and warranties made by Target herein this Agreement shall be true as of the Effective Date as if made on and as of such date (except for representations and warranties which refer to another date, which shall be true as of that date);
(b) Target shall have complied in all material respects with its covenants in this Agreement;
(c) before giving effect to the transactions contemplated by this Agreement, there shall have been no Material Adverse Change in respect of Target, except as has been previously disclosed in writing to Caprice prior to the date hereof; and
(d) there shall not have been any issuance of securities in the capital of Target prior to the Effective Date except as previously consented to by Caprice, and Caprice shall be satisfied that there are no other outstanding claims or rights or securities which could become claims or rights to Caprice Shares or Amalco Shares, other than pursuant to this Agreement.

The foregoing conditions precedent are for the benefit of Caprice and Subco and may be waived, in whole or in part, by Caprice (on behalf of itself and Subco) in writing at any time. If any of the said conditions precedent shall not be complied with or waived by Caprice on or before the date required for the performance thereof, Caprice may, in addition to the other remedies it may have at law or equity, rescind and terminate this Agreement by written notice to Target.

ARTICLE 9 TARGET CLOSING CONDITIONS

9.1 Target's Conditions . The obligation of Target to complete the transactions contemplated herein is subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below:

8684627.1

20 -
(a) the representations and warranties made by Caprice and Subco herein this Agreement shall be true as of the Effective Date as if made on and as of such date (except for representations and warranties which refer to another date, which shall be true as of that date);
(b) Caprice and Subco shall have complied in all material respects with their respective covenants in this Agreement;
(c) before giving effect to the transactions contemplated by this Agreement, there shall have been no Material Adverse Change in respect of Caprice except as disclosed in the Caprice Public Documents (including the Caprice Financial Statements) prior to the date hereof or except as have been previously disclosed in writing to Target prior to the date hereof, and there shall have been no Material Adverse;
(d) there shall not have been any issuance of securities in the capital of Caprice prior to the Effective Date except as previously consented to by Target, and Target shall be satisfied that there are no other outstanding claims or rights or securities which could become claims or rights to Caprice Shares or Amalco Shares, other than pursuant to this Agreement; and
(e) holders of not more than 5% of the issued and outstanding Target Shares shall have exercised rights of dissent in relation to the Amalgamation.

The foregoing conditions precedent are for the benefit of Target and may be waived, in whole or in part, by Target in writing at any time. If any of the said conditions precedent shall not be complied with or waived by Target on or before the date required for the performance thereof, Target may, in addition to the other remedies both may have at law or equity, rescind and terminate this Agreement by written notice to Caprice.

ARTICLE 10 MUTUAL CLOSING CONDITIONS

10.1 Mutual Conditions . The obligations of the parties to complete the transactions contemplated herein are subject to fulfilment of the following conditions precedent on or before the Effective Date or such other time as is specified below: (a) the Disclosure Document and related materials shall have been delivered by Target to the Target Shareholders, by Caprice to the Caprice Shareholders (if Caprice is required to obtain shareholder approval under Applicable Securities Laws with respect to the transactions contemplated hereunder), and filed with the TSXV;
(b) a special resolution shall have been passed by the Target Shareholders as required pursuant to the BCBCA, in form and substance satisfactory to each of Caprice and Target, acting reasonably, duly approving the transactions contemplated herein in accordance with the requirements of the BCBCA;
(c) if required under Applicable Securities Laws, an ordinary resolution shall have been passed by the disinterested Caprice Shareholders if and as required by the BCBCA and Applicable Securities Laws, in form and substance satisfactory to each of Caprice and Target, acting reasonably, duly approving the transactions contemplated herein;

8684627.1

21 -
(d) Caprice shall have provided to Target written resolutions executed by Caprice, as sole shareholder of Subco, approving the transactions contemplated herein;
(e) there shall be no action taken under any existing Applicable Securities Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions contemplated herein which are necessary to complete the Amalgamation; or
(ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein;
(f) the parties shall have each obtained all consents, approvals and authorizations (including, without limitation, all stock exchange, securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions satisfactory to Caprice and Target, acting reasonably, and all applicable statutory or regulatory waiting periods to the transactions contemplated under the Amalgamation shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period;
(g) Target shall have successfully completed the acquisition of LDRLY pursuant to the LDRLY Agreement, subject to the terms and conditions thereunder;
(h)
Caprice shall have successfully completed the Concurrent Financing;
(i) the TSXV shall have conditionally approved the transactions contemplated hereunder as the "Qualifying Transaction" of Caprice, to be effective on or before the Effective Date; and
(j) Darcy Taylor shall have been appointed as CEO and a director of Caprice, and Brian Wideen shall have been appointed as CFO of Caprice.

The foregoing conditions are for the mutual benefit of the parties and may be waived, in whole or in part, by the parties together, at any time. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, the parties may, in addition to the other remedies they may have at law or in equity, rescind and terminate this Agreement by written notice to the other party.

ARTICLE 11 TERMINATION

11.1 Termination . Notwithstanding any other rights contained herein, the parties may terminate this Agreement: (a) if the transactions contemplated herein is not approved by Caprice Shareholders and Target Shareholders in accordance with the requirements of the BCBCA and all Applicable Securities Laws;

8684627.1

22 -
(b) if the conditions precedent described in Articles 8, 9 or 10 have not been satisfied or waived according to the provisions herein on or before December 31, 2019;
(c) if a Governmental Authority shall have issued an order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the transactions contemplated herein; or
(d) upon mutual agreement of the parties.

11.2 No Waiver of Rights . Unless otherwise provided herein, the exercise by any party of any right of termination hereunder shall be without prejudice to any other remedy available to such party.

11.3 Return of Materials . If this Agreement is validly terminated pursuant to any provision of this Agreement, the parties shall return all materials and copies of all materials delivered to them by the other parties or their agents and, except for the rights and obligations set forth in this Section and Sections 6.1(d), 6.1(b), 7.1(d), 7.1(f), and 13.1 (which shall survive any termination of this Agreement and continue in full force and effect), no party shall have any further obligations to any other party hereunder with respect to this Agreement.

ARTICLE 12 AMENDMENTS

12.1 Amendments . This Agreement may, at any time and from time to time at any time prior to the Effective Date, be amended by written agreement of the parties hereto without further notice to or authorization on the part of their respective shareholders, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the parties hereto;
(b) waive any inaccuracies or modify any representation, term or provision contained herein or in any document delivered pursuant hereto; or
(c) waive compliance with or modify any of the covenants or conditions herein contained and waive or modify performance of any of the obligations of the parties hereto; provided that any such amendment may not reduce or materially adversely affect the consideration to be received by a Target Shareholder or Caprice unless, if required by the BCBCA or Applicable Securities Law, it is consented to by the Target Shareholders or Caprice, as applicable.

12.2 Approval of Amendments . Any amendment, modification or supplement to Article 2 herein may be proposed by any of the parties at any time prior to or at the Caprice Meeting, if applicable, and Target Meeting, whichever is earlier, provided that the parties shall have consented thereto with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Caprice Meeting, as applicable, or the Target Meeting, shall become part of this Agreement for all purposes.

12.3 Effecting of Amendments . Any amendment, modification or supplement to Article 2 herein following the earlier of the Caprice Meeting, if applicable, or Target Meeting shall be effective only:

(a) if it is consented to by the parties; and

8684627.1

23 -
(b) if required by the BCBCA or Applicable Securities Law, it is consented to by the Caprice Shareholders or Target Shareholders, as applicable.

12.4 Changes to Amalco . All matters relating to Amalco provided for in Article 2 herein may, after the Effective Time, be repealed, amended or altered by Amalco pursuant to the BCBCA and its constating documents.

ARTICLE 13 GENERAL

13.1 Public Disclosure . No party hereto shall disclose, by press release, any aspect of the transactions contemplated hereby, without prior consent of the other party. Notwithstanding the foregoing, if either party is required by law or administrative regulation to make any disclosure relating to the transactions contemplated herein, such disclosure may be made, but that party will inform, to the extent reasonably feasible, the other party as to the wording of such disclosure prior to its being made.

13.2 Notices . Any and all notices and other communications provided for herein shall be given by way of e-mail, in writing by registered or certified mail, or actual delivery, which shall be addressed to either party hereto to its office address as denoted on the face page hereof. However, any notice given by way of e-mail will not be deemed to have been delivered or received without a "read receipt" or other acknowledgement of receipt from the intended recipient.

13.3

Time. Time shall be of the essence in this Agreement.

13.4 Entire Agreement : This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any other person any rights or remedies hereunder unless expressly provided for herein.

13.5 Severability . If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom and:

(a) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and
(b) the invalidity, illegality or unenforceability of any provision or part thereof contained in this Agreement in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Agreement in any other jurisdiction.

13.6 Further Assurances . Each party hereto shall, from time to time, and at all times hereafter, at the request of the other parties hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

13.7 Jurisdiction . This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and applicable laws of Canada but the reference to such laws shall not, by conflict of laws rules or otherwise, require the

8684627.1

24 -

application of the law of any jurisdiction other than the Province of British Columbia. Each party hereto hereby irrevocably attorns to the jurisdiction of the Courts of the Province of British Columbia in respect of all matters arising under or in relation to this Agreement.

13.8 No Waiver . No waiver by any party hereto shall be effective unless in writing and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence.

13.9 Enurement . This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior consent of the other party hereto.

13.10 Counterparts . This Agreement may be signed in counterparts and by PDF scan (transmitted electronically), each of which will be considered an original, and together will be considered one document.

Execution page follows .

8684627.1

25 -

IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the 29th day of October, 2019.

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

Per: "Derek Lew"

Authorized Signatory

1220311 B.C. LTD.

Per: "Derek Lew"

Authorized Signatory

1182533 BC LTD.

Per: "Darcy Taylor"

Authorized Signatory

8684627.1

SCHEDULE A TO AMALGAMATION AGREEMENT

ARTICLES OF AMALCO

- See attached -

8684627.1

Incorporation No.

1182533 B.C. LTD.

(the “Company”)

The Company has as its articles the following articles.

Full name and signature of director		Date of signing
		,2019
ARTICLES PART 1 INTERPRETATION ...................................................................................................... 1 PART 2 SHARES AND SHARE CERTIFICATES ....................................................................... 3 PART 3 ISSUE OF SHARES ..................................................................................................... 5 PART 4 SHARE REGISTERS .................................................................................................... 6 PART 5 SHARE TRANSFERS ................................................................................................... 6 PART 6 TRANSMISSION OF SHARES ..................................................................................... 8 PART 7 ACQUISITION OF COMPANY'S SHARES ................................................................... 8 PART 8 BORROWING POWERS .............................................................................................. 9 PART 9 FINANCIAL ASSISTANCE ........................................................................................... 9 PART 10 ALTERATIONS ........................................................................................................... 9 PART 11 MEETINGS OF SHAREHOLDERS ............................................................................10 PART 12 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS ...........................................12 PART 13 VOTES OF SHAREHOLDERS ..................................................................................17 PART 14 DIRECTORS .............................................................................................................20 PART 15 ELECTION AND REMOVAL OF DIRECTORS ..........................................................22 PART 16 ALTERNATE DIRECTORS ........................................................................................24 PART 17 POWERS AND DUTIES OF DIRECTORS.................................................................26 PART 18 DISCLOSURE OF INTEREST OF DIRECTORS .......................................................26 PART 19 PROCEEDINGS OF DIRECTORS ............................................................................27 PART 20 EXECUTIVE AND OTHER COMMITTEES ................................................................30 PART 21 OFFICERS ................................................................................................................31 PART 22 INDEMNIFICATION ...................................................................................................32 PART 23 DIVIDENDS ...............................................................................................................33 PART 24 ACCOUNTING RECORDS AND AUDITOR ...............................................................35 PART 25 NOTICES ..................................................................................................................35 PART 26 EXECUTION OF DOCUMENTS ................................................................................37 PART 27 PROHIBITIONS .........................................................................................................38

PART 1 INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

2 -
(a) "acknowledgement" means a non-transferable written acknowledgement of a shareholder's right to obtain a share certificate representing the shares of each class or series of shares registered in such shareholder's name;
(b) "appropriate person" has the meaning assigned in the Securities Transfer Act ;
(c) “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
(d) “ Business Corporations Act ” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments made pursuant thereto;
(e) "Instrument of Transfer" means a written request to register the transfer of a security and such other documents as the Company may require from time to time;
(f) " Interpretation Act " means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments made pursuant thereto;
(g) “legal personal representative” means the personal or other legal representative of the shareholder, and includes a trustee in bankruptcy of the shareholder;
(h) "protected purchaser" has the meaning assigned in the Securities Transfer Act ;
(i) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;
(j) “seal” means the seal of the Company, if any;
(k) "securities legislation" means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; "Canadian securities legislation" means the securities legislation in any province or territory of Canada and includes the Securities Act (British Columbia); and "U.S. securities legislation" means the securities legislation in the federal jurisdiction of the United States of America and in any state of the United States of America and includes the Securities Act of 1933 and the Securities Exchange Act of 1934;
(l) " Securities Transfer Act " means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments made pursuant thereto.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act , with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the

Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act , the Business Corporations Act will prevail.

PART 2 SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of the kinds, classes and series of shares described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .

2.3 Shareholder Entitled to Certificate or Acknowledgment

Each shareholder is entitled, without charge, to receive either:

(a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name, or
(b) an acknowledgment,

unless the shares are uncertificated shares within the meaning of the Business Corporations Act . In respect of a share held jointly by two or more persons, the Company is not bound to issue more than one share certificate or an acknowledgement and delivery of a share certificate or an acknowledgment to one of the joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all. A shareholder may waive such shareholder's right to receive either a share certificate or an acknowledgement.

2.4 Delivery by Mail

Any share certificate or acknowledgment may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or an acknowledgement is worn out or defaced they must, on production to them of the share certificate or acknowledgement, as the case may be, and on such terms, if any, as they think fit:

(a) order the share certificate or acknowledgement, as the case may be, to be cancelled; and
(b) issue a replacement share certificate or acknowledgement, as the case may be.
4 -

2.6 Replacement of Lost, Destroyed or Wrongfully Taken Certificate

The directors may determine under what circumstances a new share certificate for a lost, destroyed or wrongfully taken share certificate to be issued. If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate if that person:

(a) so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;
(b) provides the Company with an indemnity bond sufficient in the Company's judgment to protect the Company from any loss that the Company may suffer by issuing a new certificate; and
(c) satisfies any other reasonable requirements imposed by the directors.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

2.7 Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights pursuant to the indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.9 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount determined by the directors, if any, and which amount must not exceed the amount prescribed under the Business Corporations Act .

2.10 Recognition of Trusts

Except as required by law or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3 ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the shareholders of the Company, the Company may issue, allot, sell or otherwise dispose of any of its unissued shares and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be set by director's resolution and be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company or a wholly owned subsidiary of the Company for the issue of the share by one or more of the following:
(i) past services performed for the Company;
(ii) property;
(iii) money; and
(b) the value of the consideration received by the Company equals or exceeds the issue price determined or set for the share under Article 3.1.

The value of past services or property given in consideration for the issue of shares will be the value attributed to it by the directors which must not exceed the fair market value of those past services or property.

3.5 Consideration Paid to Subsidiary

Consideration paid to a subsidiary, all of the issued shares of which are held by the Company, for the issue of a share of the Company, will be deemed to be paid to the Company for the purposes of determining if a share has been fully paid.

3.6 Share Purchase Warrants and Rights

Subject to the Business Corporations Act , the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

PART 4 SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporations Act , the Company must maintain in British Columbia a central securities register at its records office or at any other location in British Columbia designated by the directors and may maintain branch securities registers at any locations inside or outside British Columbia designated by the directors. The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register and any branch securities registers. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

PART 5 SHARE TRANSFERS

5.1 Registering Transfers

The Company:

(a) may register a transfer of a share of the Company, if the Company or the transfer agent or registrar for the class or series of share to be transferred has received:
(i) in the case of a certificated security, the share certificate in respect of the share to be transferred or, in the case of an acknowledgement, the acknowledgement in respect of the share to be transferred, and an Instrument of Transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;
(ii) in the case of an uncertificated security, an Instrument of Transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and
(iii) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to
7 -

prove the title of the transferor or transferor's right to transfer the share, that the Instrument of Transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser;

or,

(b) must register a transfer of a share of the Company if all the preconditions for a transfer of a share under the Securities Transfer Act have been met and the Company is required under the Securities Transfer Act to register the transfer.

5.2 Form of Instrument of Transfer

The Instrument of Transfer must be in the form, if any, on the back of the Company’s share certificates, or in accordance with the Securities Transfer Act or, in any other form that may be approved by the directors or the transfer agent for the class or series of shares to be transferred.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or other appropriate person or agent who has authority to act on behalf of that person, signs an Instrument of Transfer in respect of shares registered in the name of the shareholder, the signed Instrument of Transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the Instrument of Transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the Instrument of Transfer:

(a) in the name of the person named as transferee in that Instrument of Transfer; or
(b) if no person is named as transferee in that Instrument of Transfer, in the name of the person on whose behalf the Instrument of Transfer is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the Instrument of Transfer as transferee or, if no person is named as transferee in the Instrument of Transfer, of the person on whose behalf the Instrument of Transfer is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any acknowledgement for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount of a transfer fee, if any, determined by the directors.

PART 6 TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder. The directors may determine their requirements before recognizing a person as a legal personal representative. The directors may require the original grant of probate or letters of administration or a court certified copy of them, or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder if the appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act has been deposited with the Company. The requirement to provide appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.

PART 7 ACQUISITION OF COMPANY'S SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2 Purchase, Redemption or Acquisition Prohibited When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a) the Company is insolvent, as defined in subsection 1.1 of the Business Corporations Act ; or
(b) making the payment or providing the consideration would render the Company insolvent, as defined in subsection 1.1 of the Business Corporations Act .

7.3 Cancellation and Retention of Shares

If the Company retains a share purchased, redeemed or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;
9 -
(b) must not pay a dividend in respect of the share; and
(c) must not make any other distribution in respect of the share.

PART 8 BORROWING POWERS

8.1 Borrowing

If authorized by the directors, and such authorization may be general in nature, the Company may:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company and at such discounts or premiums and on such other terms as they consider appropriate; and
(c) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

PART 9 FINANCIAL ASSISTANCE

9.1 Financial Assistance

If authorized by the directors, and such authorization may be general in nature, the Company may give financial assistance to any person for any purpose by means of a loan, a guarantee, the provision of security or otherwise.

9.2 Disclosure

The Company must disclose any financial assistance that is material to the Company as required by the Business Corporations Act.

PART 10 ALTERATIONS

10.1 Alteration of Authorized Share Structure

Subject to Article 10.2 and the Business Corporations Act , the Company may by special resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c) subdivide or consolidate all or any of its unissued or issued shares;
10 -
(d) if the Company is authorized to issue shares of a class of shares with par value:
(i) decrease the par value of those shares; or
(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued or issued shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f) alter the identifying name of any of its shares; or
(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act ;

and, must alter its Notice of Articles and Articles, when required.

10.2 Special Rights or Restrictions

Subject to the Business Corporations Act , the Company may by special resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any of those shares have been issued; or
(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued,

and alter its Articles and Notice of Articles accordingly, but no right or special right to any issued shares must be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares whose right or special right is so prejudiced or interfered with consent by a special separate resolution of those shareholders.

10.3 Change of Name

The Company may by director's resolution authorize an alteration of its Notice of Articles in order to change its name or any translation of its name.

10.4 Other Alterations

Subject to the Business Corporations Act , the Company may by special resolution alter these Articles.

PART 11 MEETINGS OF SHAREHOLDERS

11.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an

11 -

annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

11.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any such unanimous resolution, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

11.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders to be held on such date, and at such time and location as determined by the directors.

11.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and if the Company has appointed an auditor, to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;
(b) otherwise, 10 days.

11.5 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 12.2, the notice of meeting must:

(a) state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, if the directors deem appropriate, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:
(i) at the Company's records office, or at such other reasonably accessible location in British Columbia, including electronic access, as is specified in the notice; and
(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11.6 Notice of Resolution to Which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to

12 -

dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;
(b) otherwise, 10 days.

11.7 Record Date for Notice

The directors may set a date as the notice record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The notice record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. The notice record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days;
(b) otherwise, 10 days.

If no notice record date is set, the notice record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

11.8 Record Date for Voting

The directors may set a date as the voting record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The voting record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act , by more than four months. If no voting record date is set, the voting record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

11.9 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting, unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

PART 12 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

12.1 Meetings by Telephone or Other Communications Facilities

Any person entitled to attend and vote at a meeting of shareholders:

(a) may vote at the meeting in person or by proxy and, subject to any determinations made from time to time by the directors, may appoint a proxy by any method
13 -

permitted by law, including over the internet, by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities; and

(b) may participate in the meeting by means of telephonic or other communications facilities that permit all participants to communicate with each other during the meeting, if the Company makes available such communication facilities; provided however, that nothing in this section will obligate the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of the shareholders.

12.2 Special Business

At:

(a) a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(b) an annual general meeting, all business is special business except for the following:
(i) business relating to the conduct of or voting at the meeting;
(ii) consideration of any financial statements of the Company presented to the meeting;
(iii) consideration of any reports of the directors or auditor;
(iv) the setting or changing of the number of directors;
(v) the election or appointment of directors;
(vi) the appointment of an auditor;
(vii) the setting of the remuneration of a director and the auditor;
(viii) business arising out of a report of the directors not requiring the passing of a special resolution;
(ix) any other business which, under these Articles or the Business Corporations Act , may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

12.3 Special Majority

The majority of votes required for the Company to pass a special resolution or a special separate resolution at a general meeting of shareholders is two-thirds of the votes cast on that resolution.

12.4 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares and Article 12.5, the quorum for the transaction of business at a meeting of shareholders

14 -

is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

12.5 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders the quorum is that one shareholder and that shareholder, whether present in person or by proxy, will constitute the meeting.

12.6 Other Persons May Attend

The directors, any officer, any lawyer for the Company, the auditor of the Company, any other persons invited by the directors, and any persons entitled or required under the Business Corporations Act are entitled to attend any meeting of shareholders but any of those persons attending a meeting will not be counted in the quorum and will not be entitled to vote at the meeting unless that person is a shareholder or a proxy holder entitled to vote at the meeting.

12.7 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

12.8 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

12.9 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 12.8(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

12.10 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any;
(b) if there is no chair or the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any; or
(c) if designated or appointed by the chair of the board or the president, the Company solicitor.
15 -

12.11 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board, president or the Company solicitor if designated or appointed pursuant to Article 12.10 (c) present within 15 minutes after the time set for holding the meeting, or if the chair of the board, the president and the Company solicitor are unwilling to act as chair of the meeting, or if the chair of the board, the president and the Company solicitor have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose by ordinary resolution any person present at the meeting to chair the meeting.

12.12 Adjournments

The chair of a meeting of shareholders may, and if so directed by the shareholders must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

12.13 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

12.14 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act , every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by a show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

12.15 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 12.14, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

12.16 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

16 -

12.17 No Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

12.18 Manner of Taking Poll

Subject to Article 12.19, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:
(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs, and
(ii) in the manner, at the time and at the place that the chair of the meeting directs;
(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(c) the demand for the poll may be withdrawn by the person who demanded it.

12.19 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

12.20 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the chair's determination made in good faith is final and conclusive.

12.21 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all votes in the same way.

12.22 No Demand for Poll for Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

12.23 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

12.24 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxy holder

17 -

entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

PART 13 VOTES OF SHAREHOLDERS

13.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 13.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

13.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative for a shareholder who is entitled to vote at the meeting.

13.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

13.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 13.3, deemed to be joint shareholders.

13.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must:
(i) be received at the registered office of the Company or at any other place specified in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice for the receipt of
18 -

proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(ii) unless the notice calling the meeting provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;
(b) if a representative is appointed under this Article 13.5:
(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the represented corporation as if such corporation was a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company or other place specified in the notice calling the meeting by written instrument, fax or any other method of transmitting legibly recorded messages.

13.6 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 13.5;
(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;
(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or
(d) the Company is a public company or is a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply.

13.7 Proxy Provisions Do Not Apply to All Companies

If and so long as the Company is a public company or a pre-existing company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply, Articles 13.8 to 13.16 apply only insofar as they are not inconsistent with any securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

19 -

13.8 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

13.9 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

13.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
(b) unless the notice provides otherwise, be provided at the meeting to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

13.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(b) by the chair of the meeting, before the vote is taken.

13.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting;

[name of company] (the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name] , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting. Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder):

20 -

Signed [month, day, year]

[Signature of shareholder] [Name of shareholder—printed]

13.13 Revocation of Proxy

Subject to Article 13.14, every proxy may be revoked by an instrument in writing that is received:

(a) at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or
(b) at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

13.14 Revocation of Proxy Must be Signed

An instrument referred to in Article 13.13 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or the shareholder's legal personal representative;
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 13.5.

13.15 Chair May Determine Validity of Proxy

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 13 as to form, execution, accompanying documentation, time of filing or otherwise, will be valid for use at the meeting and any such determination made in good faith will be final, conclusive and binding upon the meeting.

13.16 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

PART 14 DIRECTORS

14.1 First Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act .

21 -

14.2 Number of Directors

The number of directors, excluding additional directors appointed under Article 15.8, will be:

(a) subject to paragraphs (b) and (c), set at the number of the Company’s first directors;
(b) if the Company is a public company, the greater of three and the most recent of:
(i) the number of directors set from time to time by ordinary resolution (whether or not previous notice of the resolution was given); or
(ii) the number of directors set under Article 15.4;
(c) if the Company is not a public company, the most recent of:
(i) the number of directors set from time to time by ordinary resolution (whether or not previous notice of the resolution was given); or
(ii) the number of directors set under Article 15.4.

14.3 Change in Number of Directors

If the number of directors is set under Articles 14.2(b)(i) or 14.2(c)(i):

(a) the shareholders may by ordinary resolution elect or appoint the directors needed to fill any vacancies in the board of directors up to that number,
(b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors, subject to Article 15.8, may appoint directors to fill those vacancies.

14.4 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

14.5 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as qualification for such director's office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

14.6 Remuneration of Directors

The directors are entitled to remuneration for acting as directors, if any, as the directors may from time to time determine. In the alternative, the directors may refer the remuneration of the directors, if any, to be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

22 -

14.7 Reimbursement of Expenses of Directors

The Company must reimburse a director for the reasonable expenses that a director may incur in connection with the business of the Company.

14.8 Special Remuneration for Directors

If any director performs any professional or other services for the Company which in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in connection the Company’s business, that director may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration which the director may be entitled to receive.

14.9 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to the director's spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

PART 15 ELECTION AND REMOVAL OF DIRECTORS

15.1 Election at Annual General Meeting

At every annual general meeting or in every unanimous resolution contemplated by Article 11.2:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors must elect by ordinary resolution, or appoint by unanimous resolution, a board of directors consisting of the number of directors for the time being set under or pursuant to these Articles; and
(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

15.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(a) that individual consents to be a director in the manner provided for in the Business Corporations Act ;
(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(c) with respect to first directors, the designation is otherwise valid under the Business Corporations Act .
23 -

15.3 Failure to Elect or Appoint Directors

If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 11.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or
(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 11.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(c) the date on which the director's successor is elected or appointed; and
(d) the date on which the director otherwise ceases to hold office under the Business Corporations Act or these Articles.

15.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles leaving the directors unable to form a quorum necessary for the transaction of business, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

15.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

15.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.

15.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

24 -

15.8 Additional Directors

Notwithstanding Articles 14.2 and 14.3, between annual general meetings or unanimous resolutions contemplated by Article 11.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 15.8 must not at any time exceed:

(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 15.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 15.1(a), but is eligible for re-election or re-appointment.

15.9 Ceasing to be a Director

A director ceases to be a director when:

(a) the term of office of the director expires;
(b) the director dies;
(c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(d) the director is removed from office pursuant to Articles 15.10 or 15.11.

15.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of the director's term of office by special resolution. In that event, the shareholders may elect or appoint by ordinary resolution a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint a director to fill that vacancy.

15.11 Removal of Director by Directors

The directors may remove any director before the expiration of the director's term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

PART 16 ALTERNATE DIRECTORS

16.1 Appointment of Alternate Director

Subject to the approval of the Board of Directors, a director of the Company (an “appointor”) may by notice in writing to the Company ("notice of appointment") appoint any person who is qualified to act as a director (an “appointee”) to be such appointor's alternate to act in such appointor's place (an "alternate director") at meetings of the directors or committees of the directors at which such appointor is not present.

25 -

16.2 Notice of Meetings

An alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which such alternate director's appointor is a member and to attend and vote as a director at any such meetings at which such alternate director's appointor is not present.

16.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a) will be counted in determining the quorum for a meeting of directors once for each of such alternate director's appointors and, if such alternate director is also a director, once more in that capacity;
(b) has a separate vote at a meeting of directors for each of such alternate director's appointors and, if such alternate director is also a director, an additional vote in that capacity;
(c) will be counted in determining the quorum for a meeting of a committee of directors once for each of such alternate director's appointors who is a member of that committee and, if such alternate director is also a member of that committee as a director, once more in that capacity;
(d) has a separate vote at a meeting of a committee of directors for each of such alternate director's appointors who is a member of that committee and, if such alternate director is also a member of that committee as a director, an additional vote in that capacity.

16.4 Consent Resolutions

An alternate director may sign in place of such alternate director's appointor any resolutions to be consented to in writing in accordance with the notice of appointment.

16.5 Alternate Director Not an Agent

An alternate director is deemed not to be the agent of such alternate director's appointor.

16.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of such appointer's alternate director.

16.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a) the appointor of an alternate director ceases to be a director and is not re-elected or re-appointed;
(b) an alternate director dies;
26 -
(c) an alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
(d) an alternate director ceases to be qualified to act as a director; or
(e) the appointor of an alternate director revokes the appointment such alternate director.

16.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if such alternate director were a director, and such alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor of such alternate director as the appointor may from time to time direct.

PART 17 POWERS AND DUTIES OF DIRECTORS

17.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

17.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in such attorney.

PART 18 DISCLOSURE OF INTEREST OF DIRECTORS

18.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .

18.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter may be counted in the quorum but is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

27 -

18.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

18.4 Disclosure of Conflict of Office or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .

18.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to such director's office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

18.6 No Disqualification

No director or intended director is disqualified by such director's office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

18.7 Professional Services by Director or Officer

Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

18.8 Director or Officer in Other Corporations

A director or officer of the Company may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by such director or officer as a director, officer or employee of, or from such director or officer's interest in, such other person.

PART 19 PROCEEDINGS OF DIRECTORS

19.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit.

28 -

19.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

19.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(a) the chair of the board, if any;
(b) in the absence of the chair of the board, the president, if any, if the president is a director; or
(c) any other director chosen by the directors if:
(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

19.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors in person, by telephone, or by other communications medium, if all directors participating in the meeting are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 19.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner .

19.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

19.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 19.1 or as provided in Article 19.7, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 25.1 or orally or by telephone.

19.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

29 -
(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(b) the director or alternate director, as the case may be, has waived notice of the meeting.

19.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

19.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by such director or alternate director waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director or, unless the director otherwise requires by notice in writing to the Company, to such director's alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternative director at a meeting of the directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

19.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, will be a majority of the directors or, if the number of directors is set at one will be one director.

19.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

19.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(a) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or
(b) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest and each of the other directors who have not made such a disclosure consents in writing to the resolution.
30 -

A consent in writing by a director may be by any written instrument, fax, email or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article is effective on the date stated in the resolution or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

PART 20 EXECUTIVE AND OTHER COMMITTEES

20.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and during the intervals between meetings of the board of directors, all of the directors’ powers are delegated to the executive committee, except:

(a) the power to fill vacancies in the board of directors;
(b) the power to remove a director;
(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

20.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b) delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:
(i) the power to fill vacancies in the board of directors;
(ii) the power to remove a director;
(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and
(iv) the power to appoint or remove officers appointed by the directors; and
(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.
31 -

20.3 Obligations of Committees

Any committee appointed under Articles 20.1 or 20.2, in the exercise of the powers delegated to it, must conform to any rules that may from time to time be imposed on it by the directors and report as the directors may require.

20.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 20.1 or 20.2:

(a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(b) terminate the appointment of, or change the membership of, the committee; and
(c) fill vacancies in the committee.

20.5 Committee Meetings

Subject to Article 20.3 and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 20.1 or 20.2:

(a) the committee may meet and adjourn as it thinks proper;
(b) the committee may make rules for the conduct of its business and may appoint such assistants as it may deem necessary;
(c) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(d) a majority of the members of the committee constitutes a quorum of the committee; and
(e) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

PART 21 OFFICERS

21.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

21.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

32 -
(a) determine the functions and duties of the officer;
(b) delegate to the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

21.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

21.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after such officer ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

PART 22 INDEMNIFICATION

22.1 Definitions

In this Part 22 “eligible penalty”, “eligible proceeding” and "expenses” have the meanings set out in the Business Corporations Act (Section 159).

22.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act , the Company must indemnify a director, former director or alternate director of the Company and such person's heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 22.2.

22.3 Indemnification of Other Persons

Subject to Article 22.2 and any restrictions in the Business Corporations Act , the Company may indemnify any person.

22.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles, or if applicable, any predecessor legislation or former Articles, does not invalidate any indemnity to which a director is entitled under this Part.

33 -

22.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of a person (or such person's heirs or legal personal representatives) who:

(a) is or was a director, alternate director, officer, employee or agent of the Company;
(b) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(c) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(d) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by such person as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

PART 23 DIVIDENDS

23.1 Payment of Dividends Subject to Special Rights

The provisions of this Part 23 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

23.2 Declaration of Dividends

Subject to the Business Corporations Act and any special rights or restrictions attached to the shares of the Company, the directors may from time to time declare and authorize payment of such dividends as they may consider appropriate.

23.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 23.2.

23.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months.

23.5 If Not Fixed

The record date for determining shareholders if not fixed will be 5 p.m. on the day immediately preceding the date on which the resolution declaring the dividend is passed.

34 -

23.6 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money, or by the distribution of specific assets, or of fully paid shares, bonds, debentures, negotiable instruments or other securities of the Company, or any other corporation, or in any one or more of those ways.

23.7 Valuation of Distribution

The directors will as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;
(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(c) vest any such specific assets in trustees for the persons entitled to the dividend.

23.8 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

23.9 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

23.10 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

23.11 Dividend Bears No Interest

No dividend bears interest against the Company.

23.12 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

23.13 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

35 -

23.14 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or any surplus of the Company and may from time to time issue, as fully paid, shares or other securities of the Company as a dividend representing the retained earnings or the surplus so capitalized or any part thereof.

PART 24 ACCOUNTING RECORDS AND AUDITOR

24.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act .

24.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24.3 Remuneration of Auditors

The directors may set the remuneration of the auditor of the Company.

PART 25 NOTICES

25.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:
(i) for a record mailed to a shareholder, the shareholder’s registered address;
(ii) for a record mailed to a director or officer, the director's or officer's prescribed address or mailing address shown in the records kept by the Company;
(iii) in any other case, the mailing address of the intended recipient;
(b) delivery at the applicable address for that person as follows, addressed to the person:
(i) for a record delivered to a shareholder, the shareholder’s registered address;
36 -
(ii) for a record delivered to a director or officer, the director's or officer's prescribed address or mailing address shown in the records kept by the Company;
(iii) in any other case, the delivery address of the intended recipient;
(c) unless the intended recipient is the auditor of the Company, sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d) unless the intended recipient is the auditor of the Company, sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
(e) physical delivery to the intended recipient.

25.2 Deemed Receipt of Mailing

A record referred to in Article 25.1 is deemed to be received by the person to whom it is sent, as follows:

(a) if mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;
(b) if delivered on the day of delivery;
(c) if sent by facsimile on the day sent;
(d) if sent by email on the day sent.

25.3 Certificate of Sending

A certificate signed by any officer, director, employee or any other corporation on behalf of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 25.1, prepaid and mailed or otherwise sent as permitted by Article 25.1 is conclusive evidence of that fact.

25.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

25.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:
(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
37 -
(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(b) if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25.6 Undelivered Notices

If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 25.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company will not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

PART 26 EXECUTION OF DOCUMENTS

26.1 Use of Seal

The directors may provide a seal for the Company and, if they do so, must provide for the safe custody and use of the seal which will not be affixed to any instrument except in the presence of, or attested by the signatures of, the following persons:

(a) any two directors,
(b) if the Company has only one director, that director;
(c) any officer together with any director,
(d) the Company's attorney, appointed pursuant to Article 17.2,
(e) such person or persons as the directors may from time to time by resolution appoint, and any such resolution may be general in its nature, or
(f) for the purpose of executing a certificate of incumbency or a true copy of any resolution or other document, any director or officer or any other person as may be determined by the directors,

and the said directors, officers, attorney, person or persons in whose presence the seal is so affixed to an instrument will sign such instrument. For the purpose of certifying under seal true copies of any document or resolution the seal may be affixed in the presence of any one of the foregoing persons.

26.2 Execution without Seal

If the directors do not provide a seal for the Company or if the Company does have a seal but the directors wish to execute a document or instrument without affixing the seal and such document or instrument does not by law require a seal to be affixed, then such document or instrument must be signed on behalf of the Company by the following persons:

(a) any two directors,
(b) if the Company has only one director, that director,
38 -
(c) any officer together with any director,
(d) the Company's attorney, appointed pursuant to Article 17.2,
(e) such person or persons as the directors may from time to time by resolution appoint, and any such resolution may be general in its nature, or
(f) for the purpose of executing a certificate of incumbency or a true copy of any resolution or other document, any director or officer or any other person as may be determined by the directors,.

26.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer, an assistant secretary-treasurer or any other director or officer, if any, determined by the directors may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

PART 27 PROHIBITIONS

27.1 Definitions

In this Part 27:

(a) "security", has the meaning assigned in the Securities Act (British Columbia);
(b) "transfer restricted security" means:
(i) a share of the Company;
(ii) a security of the Company convertible into shares of the Company;
(iii) any other security of the Company which must be subject to restrictions on transfer in order for the Company to satisfy the requirement for restrictions on transfer under the "private issuer" exemption of Canadian securities legislation or under any other exemption from prospectus or registration requirements of Canadian securities legislation or U.S. securities legislation similar in scope and purpose to the "private issuer" exemption.
39 -

27.2 Application

Article 27.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

27.3 Consent Required for Transfer of Shares or Transfer Restricted Securities

No share or other transfer restricted security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

SCHEDULE B TO AMALGAMATION AGREEMENT NOTICE OF ARTICLES OF AMALCO

- See attached -

8684627.1

NOTICE OF ARTICLES

A NAME OF COMPANY

Set out the name of the company as set out in Item B of the Amalgamation Application.

1182533 B.C. Ltd.

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.	Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.	Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.	Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.
LAST NAME FIRST NAME MIDDLE NAME Lew Derek
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
2080 -1055 West Georgia Street, Vancouver	BC	Canada	V6E 3R5
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
2080 -1055 West Georgia Street, Vancouver	BC	Canada	V6E 3R5
LAST NAME FIRST NAME MIDDLE NAME McLeod Ian
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
9714-150A Street, Surrey	BC	Canada	V3R 7M4
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
9714-150A Street, Surrey	BC	Canada	V3R 7M4
LAST NAME FIRST NAME MIDDLE NAME Rutledge Mark
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
LAST NAME FIRST NAME MIDDLE NAME Taylor Darcy George
DELIVERY ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
5185 Alderfeild Place, West Vancouver	BC	Canada	V7W 2W7
MAILING ADDRESS POSTAL CODE/ZIP CODE COUNTRY PROVINCE/STATE
5185 Alderfeild Place, West Vancouver	BC	Canada	V7W 2W7

NOA Page 1

FORM 13/WEB Rev. 2014 / 03 / 17

D

REGISTERED OFFICE ADDRESSES

D	REGISTERED OFFICE ADDRESSES
	DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE	PROVINCE	POSTAL CODE
	700 - 401 West Georgia Street, Vancouver	BC	V6B 5A1
	MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE	PROVINCE	POSTAL CODE
	700 - 401 West Georgia Street, Vancouver	BC	V6B 5A1
E	RECORDS OFFICE ADDRESSES
	DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE	PROVINCE	POSTAL CODE
	700 - 401 West Georgia Street, Vancouver	BC	V6B 5A1
	MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE	PROVINCE	POSTAL CODE
	700 - 401 West Georgia Street, Vancouver	BC	V6B 5A1

F AUTHORIZED SHARE STRUCTURE

Identifying name of class or series of shares	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number. THERE IS NO MAXIMUM (✔) MAXIMUM NUMBER OF SHARES AUTHORIZED	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number. THERE IS NO MAXIMUM (✔) MAXIMUM NUMBER OF SHARES AUTHORIZED	Kind of shares of this class or series of shares.	Kind of shares of this class or series of shares.	Kind of shares of this class or series of shares.	Are there special rights or restrictions attached to the shares of this class or series of shares?	Are there special rights or restrictions attached to the shares of this class or series of shares?
	HERE IS NO MAXIMUM (✔)	MAXIMUM NUMBER OF SHARES AUTHORIZED	WITHOUT PAR VALUE (✔)	WITH A PAR VALUE OF ($)	Type of currency	YES (✔)	NO (✔)
Common	?		?				?







FORM 13/WEB Rev. 2014 / 03 / 17	NOA Page 2 RESET

SCHEDULE C TO AMALGAMATION AGREEMENT

CAPRICE OPTIONS, WARRANTS, CONVERTIBLE SECURITIES

As at the date of the Agreement, the following options, warrants and convertible securities exercisable or otherwise convertible into securities of Caprice were issued and outstanding:

Agent's option issued to Haywood Securities Inc. (the " Agent "), entitling the Agent to acquire 200,000 Caprice Shares at an exercise price of $0.10 per share, exercisable for a period ending July 15, 2021;
Stock options to purchase 550,000 Caprice Shares at a price of $0.10 per share, issuable to directors and officers of Caprice, exercisable for a period ending July 15, 2029;

8684627.1

SCHEDULE D TO AMALGAMATION AGREEMENT AMALGAMATION APPLICATION

- See attached -

8684627.1

==> picture [162 x 48] intentionally omitted <==

AMALGAMATION APPLICATION

FORM 13 – BC COMPANY

Section 275 Business Corporations Act

Telephone: 1 877 526-1526

www.bcregistryservices.gov.bc.ca

DO NOT MAIL THIS FORM to BC Registry Services unless you are instructed to do so by registry staff. The Regulation under the Business Corporations Act requires the electronic version of this form to be filed on the Internet at www.corporateonline.gov.bc.ca

Freedom of Information and Protection of Privacy Act (FOIPPA): Personal information provided on this form is collected, used and disclosed under the authority of the FOIPPA and the Business Corporations Act for the purposes of assessment. Questions regarding the collection, use and disclosure of personal information can be directed to the Executive Coordinator of the BC Registry Services at 1 877 526-1526, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A INITIAL INFORMATION – When the amalgamation is complete, your company will be a BC limited company. What kind of company(ies) will be involved in this amalgamation? (Check all applicable boxes.)

BC company BC unlimited liability company B NAME OF COMPANY – Choose one of the following: The name reserved for the amalgamated company. The name reservation number is: OR The company is to be amalgamated with a name created by adding “B.C. Ltd.” after the incorporation number,

is the name

OR

The amalgamated company is to adopt, as its name, the name of one of the amalgamating companies.

The name of the amalgamating company being adopted is:

1182533 B.C. Ltd.

BC1182533 The incorporation number of that company is:

Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name approval before completing this amalgamation application. C AMALGAMATION STATEMENT – Please indicate the statement applicable to this amalgamation. With Court Approval: This amalgamation has been approved by the court and a copy of the entered court order approving the amalgamation has been obtained and has been deposited in the records office of each of the amalgamating companies.

OR

Without Court Approval:

This amalgamation has been effected without court approval. A copy of all of the required affidavits under section 277(1) have been obtained and the affidavit obtained from each amalgamating company has been deposited in that company’s records office.

Page 1

FORM 13/WEB Rev. 2014 / 03 / 17

D AMALGAMATION EFFECTIVE DATE – Choose one of the following: The amalgamation is to take effect at the time that this application is filed with the registrar. YYYY / MM / DD The amalgamation is to take effect at 12:01a.m. Pacific Time on being a date that is not more than ten days after the date of the filing of this application.

YYYY / MM / DD

The amalgamation is to take effect at

12:01 a.m. or p.m. Pacific Time on

being a date and time that is not more than ten days after the date of the filing of this application.

E AMALGAMATING CORPORATIONS

Enter the name of each amalgamating corporation below. For each company, enter the incorporation number. If the amalgamating corporation is a foreign corporation, enter the foreign corporation’s jurisdiction and if registered in BC as an extraprovincial company, enter the extraprovincial company’s registration number. Attach an additional sheet if more space is required.

NAME OF AMALGAMATING CORPORATION	NAME OF AMALGAMATING CORPORATION	BC INCORPORATION NUMBER, OR EXTRAPROVINCIAL REGISTRATION NUMBER IN BC
1. 1182533 B.C. Ltd.		BC1182533
2. 1220311 B.C. Ltd.		BC1220311
3.
4.
5.

F	FORMALITIES TO AMALGAMATION

F

FORMALITIES TO AMALGAMATION

If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from the foreign corporation’s jurisdiction to be filed. This is to confirm that each authorization for the amalgamation required under section 275(1)(b) is being submitted for filing concurrently with this application. G CERTIFIED CORRECT – I have read this form and found it to be correct.

This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.


NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 1.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 2.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 3.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 4.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD
NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION 5.	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION X	DATE SIGNED YYYY / MM / DD

Page 2

FORM 13/WEB Rev. 2014 / 03 / 17

73 -

APPENDIX G

DISSENT RIGHTS (LEAF)

Business Corporations Act , S.B.C. 2002, C. 57 Part 8 Proceedings — Division 2 Dissent Proceedings

Definitions and application

237(1) In this Division:

"dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,
(b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement, or
(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a) the court orders otherwise, or
(b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238(1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

8694862.1

74 -
(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;
(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;
(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;
(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;
(g) in respect of any other resolution, if dissent is authorized by the resolution;
(h) in respect of any court order that permits dissent.
(2) A shareholder wishing to dissent must
(a) prepare a separate notice of dissent under section 242 for
- (i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
- (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,
(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and
(c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.
(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must
(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239(1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

8694862.1

75 -

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for
(i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
(ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and
(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240(1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in

8694862.1

76 -

paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

(a) a copy of the entered order, and
(b) a statement advising of the right to send a notice of dissent.
Notice of dissent

242(1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of
(i) the date on which the shareholder learns that the resolution was passed, and

8694862.1

77 -
- (ii) the date on which the shareholder learns that the shareholder is entitled to dissent.
(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company
(a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and
(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;
(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
(i) the name and address of the beneficial owner, and

8694862.1

78 -
(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243(1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of
- (i) the date on which the company forms the intention to proceed, and
- (ii) the date on which the notice of dissent was received, or
(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.
(2) A notice sent under subsection (1) (a) or (b) of this section must
(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244(1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.
(2) The written statement referred to in subsection (1) (c) must

8694862.1

79 -
(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out
- (i) the names of the registered owners of those other shares,
- (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
- (iii) that dissent is being exercised in respect of all of those other shares.
(3) After the dissenter has complied with subsection (1),
(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245(1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.
(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

8694862.1

80 -
(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.
(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must
(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.
(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),
(a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

8694862.1

81 -
(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company;
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,
(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and
(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

8694862.1

82 -

APPENDIX H

LEAF AND LDRLY FINANCIAL INFORMATION

See attached -

8694862.1

1182533 B.C. Ltd.

Financial Statements

(Presented in Canadian dollars)

9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

==> picture [227 x 50] intentionally omitted <==

Independent Auditor's Report

To the Shareholders of 1182533 B.C. Ltd.

Opinion

We have audited the financial statements of 1182533 B.C. Ltd. (the “Company”), which comprise the statements of financial position as at September 30, 2019 and December 31, 2018, and the statements of loss and comprehensive loss, statements of changes in equity and statements of cash flows for the nine month period ended September 30, 2019 and for the period from incorporation on October 10, 2018 to December 31, 2018, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2019 and December 31, 2018, and its financial performance and its cash flows for the nine month period ended September 30, 2019 and for the period from incorporation on October 10, 2018 to December 31, 2018 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

==> picture [277 x 14] intentionally omitted <==

==> picture [227 x 50] intentionally omitted <==

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

§ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
§ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
§ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
§ Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
§ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

“D&H Group LLP”

Vancouver, B.C. February 14, 2020

Chartered Professional Accountants

==> picture [277 x 14] intentionally omitted <==

1182533 B.C. Ltd. Statements of Financial Position (Presented in Canadian dollars)

	September 30,	December 31,
As at	2019	2018
Assets
Current
Cash	$ 40,618	$ -
GST/HST receivable	14,905	-
Due from director (Note 8)	910	1,010
Advance payment (Note1)	1,250,000	-
	$1,306,433	$1,010
Liabilities
Current
Accounts payable and accrued liabilities	$ 33,200	$ 8,139
Advances (Note 4)	49,940	-
	83,140	8,139
Shareholders’ Equity (Deficit)
Share capital(Note 5)	1,588,323	40,168
Deficit	(365,030)	(47,297)
	1,223,293	(7,129)
	$1,306,433	$1,010

Nature of operations (Note 1)

These financial statements were approved and authorized for issue by the Director on February 14, 2020 and signed on its behalf by:

“ ” Darcy Taylor ___ Darcy Taylor, Director

The accompanying notes are an integral part of these financial statements.

1182533 B.C. Ltd. Statements of Loss and Comprehensive Loss (Presented in Canadian dollars)

	September 30,	December 31,
ForthePeriod ended	2019	2018
Expenses
Advertising and promotion	$ 5,424	$ -
Consulting (Note 8)	303,842	45,526
Interest and bank charges	360	71
Office expenses	5,030	-
Professional fees	-	1,700
Travel	3,077	-
	317,733	47,297
Net and comprehensive loss for the period	$ (317,733)	$ (47,297)
Basic and diluted net lossper common share	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding	126,344,991	17,417,073

The accompanying notes are an integral part of these financial statements.

1182533 B.C. Ltd. Statements of Changes in Equity (Presented in Canadian dollars)

	Number of	Share
	shares	Capital	Deficit	Total
Balance, October 10, 2018	-	$ -	$ -	$ -
Proceeds from common shares issued	105,200,000	43,010	-	43,010
Share issuance costs		(2,842)	-	(2,842)
Net loss for the period		-	(47,297)	(47,297)
Balance, December 31, 2018	105,200,000	40,168	(47,297)	(7,129)
Proceeds from common shares issued	24,562,500	1,615,000	-	1,615,000
Share issuance costs		(66,845)	-	(66,845)
Netlossforthe period		-	(317,733)	(317,733)
Balance,September 30,2019	129,762,500	$1,588,323	$ (365,030)	$ (1,223,293)

The accompanying notes are an integral part of these financial statements.

1182533 B.C. Ltd.

Statements of Cash Flows (Presented in Canadian dollars)

	September 30,	December 31,	December 31,
For theperiods ended	2019	2018
Cash Provided By (Used In) Operating Activities
Net loss for the period	$ (317,733)	$	(47,297)
Changes in Non-Cash Working Capital
GST/HST receivable	(14,905)		-
Accounts payable and accrued liabilities	25,061		8,139
Advancesreceived	49,940		-
Cash FlowsProvided by (Usedin) OperatingActivities	(257,637)		(39,158)
Cash Flows From Financing Activities
Loan from (to) director	100		(1,010)
Issuance of common shares	1,615,000		43,010
Share issue costs paid	(66,845)		(2,842)
Cash FlowsProvided byFinancingActivities	1,548,255		39,158
Cash Flows Used In Investing Activities
Advance payment	(1,250,000)		-
Net Increase in cash	40,618		-
Net Cash, beginning ofperiod	-		-
Net Cash,end ofperiod	$40,618	$	-

The accompanying notes are an integral part of these financial statements.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

1. Nature of Operations

1182533 B.C. Ltd. (the “Company”) was incorporated on October 10, 2018 under the Business Corporations Act of British Columbia. The Company was formed to acquire a business that develops countercultural mobile games.

The Company’s head office is located at 1055 West Georgia Street, Suite 2080, Vancouver, British Columbia, Canada.

Proposed transaction

On October 29, 2019, the Company entered into a Share Purchase Agreement (the “SPA”) with East Side Games Inc. (the “Vendor”) to purchase all issued and outstanding shares of LDRLY (Technologies) Inc. (“LDRLY”). Pursuant to the agreement, the purchase price of $5,665,000 is to be paid as follows:

Cash advance of $1,250,000 (paid on February 14, 2019), and
Issuance of 55,187,500 common shares.

This transaction comprises, in part, a qualifying transaction of Caprice Business Development Canada Inc. (“Caprice”), a capital pool company listed on the TSX Venture Exchange. Pursuant to the transaction, all of Company’s common shares will be exchanged for common shares in the capital of Caprice. Therefore, the closing of the SPA agreement is subject to receipt of applicable regulatory and TSX Venture Exchange approvals.

2. Basis of Presentation

(a) Statement of compliance

These financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

(b) Basis of measurement

These financial statements have been prepared under the historical cost basis, except for certain financial instruments that are measured at fair value.

These financial statements are presented in Canadian dollars, which is the Company’s functional currency.

(d) Significant accounting judgments and estimates

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

2. Basis of Presentation (continued)

Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Significant assumptions about the future and other sources of estimated uncertainty that management has made as at the balance sheet dates that could result in a material adjustment to the carrying amount of assets and liabilities in the event that actual results differ from assumptions made, related to, but are not limited to, the following:

i) Critical accounting estimates

Critical accounting estimates and assumptions made by management that may result in a material adjustment to the carrying amounts of assets and liabilities include, but are not limited to, the following:

Income taxes

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.

ii) Critical accounting judgments

Financial instruments

The determination of categories of financial assets and financial liabilities has been identified as an accounting policy which involves judgments or assessments made by management.

Recovery of deferred tax assets

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements.

The assessment of the probability of future taxable income in which deferred tax assets can be utilized is based on the Company’s estimate of future profits or losses adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

2. Basis of Presentation (continued)

Functional currency

The determination of the functional currency for the Company was based on management's judgment of the underlying transactions, events and conditions relevant to each entity.

Determination of cash-generating units (“CGU”) CGUs are defined as the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash flows of other assets or groups of assets. The classification of assets into CGUs requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, external users and the way in which management monitors the Company’s operations.

Going concern assumption

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

3. Significant Accounting Policies

The significant accounting policies of the Company include the following:

(a) Cash

Cash consists of cash on deposit with a Canadian bank. Cash also includes cash equivalents. Cash equivalents are considered to be any term deposit with a maturity of three months or less that the Company may hold. As at September 30, 2019 and December 31, 2018, the Company did not hold any cash equivalents.

(b) Accounts payable and accrued liabilities

Payables are obligations to pay for services that have been acquired in the ordinary course of business from suppliers and contractors. Payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

(c) Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

3. Significant Accounting Policies (continued)

Measurement

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Due from director, advance payment and accounts payable and accrued liabilities are classified as amortized cost.

Financial assets and liabilities carried at FVTPL are initially recorded at fair value. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in comprehensive income or loss in the period in which they arise. Cash is classified as FVTPL.

Financial assets and liabilities carried at FVOCI are initially recorded at fair value. Unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVOCI are included in comprehensive income or loss in the period in which they arise. As at September 30, 2019 and December 31, 2018, the Company has not classified any financial assets as FVOCI.

Impairment of financial asset at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. Regardless of whether credit risk has increased significantly, the loss allowance for trade receivables without a significant financing component classified at amortized cost, are measured using the lifetime expected credit loss approach. The Company shall recognize in the statements of net (loss) income, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of net (loss) income.

(d) Impairment of non-financial assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the asset group and are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. When an impairment loss subsequently reverses (except for goodwill), the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

3. Significant Accounting Policies (continued)

(e) Income Taxes

Income taxes are comprised of current and deferred income taxes. Income taxes are recognized in the statement of income (loss) except to the extent that they relate to items recognized directly in other comprehensive income or directly in equity, in which case the income tax is also recognized directly in other comprehensive income or equity, respectively. The Company records income tax assets and liabilities for the current and prior period by measuring the amounts expected to be recovered from, or paid to, the taxation authorities. The current income tax payable is based on taxable income for the period, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years and for any installments made during the period.

Taxable income may differ from income reported on the statements of income in the Company’s financial statements since taxable income excludes certain items that are taxable or deductible in other years and also excludes items that are never taxable or deductible for tax purposes. In general, deferred income tax is recognized in respect of temporary differences between the accounting and tax bases of assets and liabilities. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the deferred income tax asset is realized or liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized.

(f) Earnings (loss) per share

Basic earnings (loss) per share is calculated by dividing net loss attributable to common shares of the Company by the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted earnings (loss) per share. Under this method the dilutive effect on earnings per share is calculated on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

(g) Capital stock

Proceeds from the exercise of stock options and warrants are recorded as capital stock in the amount for which the option or warrant enabled the holder to purchase a share in the Company. Capital stock issued for consideration other than cash are valued at the fair value of assets received or services rendered. If the fair value of assets received or services rendered cannot be reliably measured, shares issued for consideration will be valued at the quoted market price at the date of issuance. The proceeds from the issuance of units are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are allocated first to capital stock based on the fair value of the common shares at the time the units are priced and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in capital stock and the related residual value is transferred from warrant reserve to capital stock. For unexercised warrants that expire, the recorded value is transferred to deficit.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

3. Significant Accounting Policies (continued)

(h) New accounting pronouncements

The Company has not early-adopted these standards and is currently assessing the impact that the standards will have on the financial statements.

IFRS 16 Leases

IFRS 16 specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17 Leases .

Applicable to the Company’s annual period beginning January 1, 2019.

4. Advances

The Company is negotiating a profit-sharing arrangement with East Side Games Inc. The balance consists of advance payments received from East Side Games Inc.

5. Share Capital

(a) Authorized Share Capital

Authorized share capital of the Company consists of an unlimited number of common shares with a par value of $0.00001 per share.

(b) Reconciliation of Changes in Share Capital

For the period from incorporation on October 10, 2018 to December 31, 2018, the Company had the following transactions:

(i) On October 10, 2018, the Company issued 1,000,000 common shares at a price of $0.00001 per common share for gross proceeds of $10. There were no share issuance costs in connection with this transaction.
(ii) (ii) On December 18, 2018, the Company issued 100,000,000 common shares at a price of $0.00001 per common share for gross proceeds of $1,000. An additional 4,200,000 shares were issued on December 20, 2018 at a price of $0.01 per share for gross proceeds of $42,000. Share issuance costs of $2,842 were incurred in relation to these transactions.

For the nine-month period ended September 30, 2019, the Company had the following transactions:

(i) On January 9, 2019, the Company issued 1,000,000 common shares as a price of $0.01 per common share for gross proceeds of $10,000. An additional 4,000,000 shares were issued on January 22, 2019 at a price of $0.01 per common share for gross proceeds of $40,000.
(ii) On February 6, 2019, the Company issued 17,125,000 common shares at a price of $0.08 per common share for gross proceeds of $1,370,000. An additional 375,000 shares were issued on February 26, 2019 at a price of $0.08 per common share for gross proceeds of $30,000, and 2,062,500 shares were issued on April 8, 2019 at a price of $0.08 per common share for gross proceeds of $165,000.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

5. Share Capital (continued)

(iii) Share issuance costs of $66,845 were incurred in relation to the above transactions.

6. Financial Instruments

Categories of financial assets and financial liabilities

Financial instruments are classified into one of the following three categories: fair value through profit or loss (“FVTPL”); fair value through other comprehensive income ("FVOCI"); and amortized cost. The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument	Category	September 30,	December 31,
		2019	2018
		$	$
Cash	FVTPL	40,618	-
Due from director	Amortized cost	910	1,010
Advance payment	Amortized cost	1,250,000	-
Accounts payable and
accrued liabilities	Amortized cost	33,200	8,139

Fair value

IFRS 7 establishes a fair value hierarchy for financial instruments measured at fair value that reflects the significance of inputs in making fair value measurements as follows:

Level 1 - applied to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly such as quoted prices for similar assets or liabilities in active markets or indirectly such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
Level 3 - applies to assets or liabilities for which there are unobservable market data.

The carrying values of due from director, advance payment and accounts payable and accrued liabilities approximate their fair value due to their short-term nature. The Company’s fair value of cash under fair value hierarchy are measured using Level 1 inputs.

The Company is developing a risk management framework to monitor, evaluate and manage the principal risks assumed with financial instruments. The risks that arise from financial instruments include interest rate risk, credit risk, liquidity risk, and market (other price) risk. Price risk arises from changes in interest rates, foreign currency exchange rates and market prices.

The Company’s primary exposure to financial instrument related risks are as noted below:

i. Interest Rate Risk

The Company is subject to interest risk through its bank deposits and short-term investments. The Company’s sensitivity to cash flow changes as a result of interest rate changes is minimal due to the short-term duration of the invested assets.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

6. Financial Instruments (continued)

ii. Credit Risk Exposure:

Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk in the event of non-performance by counterparties in connection with its cash, advance payment and receivables. The Company may not always obtain collateral to support financial assets but mitigates this risk by dealing only with counterparties that management believes to be financially sound and, accordingly, does not anticipate significant losses from non-performance. The Company holds cash with financial institutions that are believed to be credit worthy, and receivables are from an agency of the Government of Canada for goods and services input tax credits. The maximum credit risk represented by the Company’s financial assets is represented by their carrying amounts. The Company’s exposure to credit risk is considered minimal.

iii. Liquidity Risk:

The Company's exposure to liquidity risk is dependent on the receipt of funds from its related sources as operational costs and debt payments come due. Management monitors the Company's cash requirements closely and will seek related party loans or alternative sources of financing to meet minimum capital requirements and financial commitments as they come due.

Cash Due from director Advance payment Accounts payable and accrued liabilities	Contractual Maturity Analysis at September 30, 2019
	Less than 3-12 1-5 over 5 Total 3 months months years years $
	40,618 - - - 40,618 910 - - - 910 - 1,250,000 - - 1,250,000 (33,200) - - - (33,200)

Due from director Accounts payable and accrued liabilities	Contractual Maturity Analysis at December 31, 2018
	Less than 3-12 1-5 over 5 Total 3 months months years years $
	- 1,010 1,010 (8,139) - - - (8,139)

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

7. Income taxes

The Company’s income tax expense differs from the amount that would be computed by applying the combined Canadian federal and provincial statutory income tax rate as a result of the following:

	2019	2018
Statutory rates	27%	27%
Income taxes (recovery) at substantively enacted rates	$ (85,800)	$ (12,770)
Share issue cost deduction	(3,760)	(450)
Loss carryforwards available	89,560	13,220
Income taxprovision(recovery)	$-	$-

The following table details the components of the Company’s deferred income tax assets and liabilities as at September 30, 2019, and December 31, 2018:

	2019	2018
Deferred income tax assets and (liabilities):
Available non-capital loss carryforwards	$ 101,350	$ 11,800
Share issue costs	14,900	600
Valuationallowance	(116,250)	(12,400)
Net deferred income tax asset	$-	$-

As at September 30, 2019, the Company had $375,371 (December 31, 2018 – $43,701) of unused non-capital losses for which no benefit has been recognized in these financial statements. These noncapital losses begin to expire in 2029.

8. Related Party Disclosures

Transactions with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Transactions with Key Management Personnel

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that its key management personnel consists of the President and Director.

During the nine-months ended September 30, 2019, the Company paid $80,000 (December 31, 2018 - $17,500) of consulting fees to a corporation controlled by the Director. As at September 30, 2019 $10,500 (December 31, 2018 - $5,250) remained payable to a corporation controlled by the Director and is included in accounts payable and accrued liabilities.

1182533 B.C. Ltd. Notes to the Financial Statements (Presented in Canadian dollars)

For the 9-month period ended September 30, 2019 and the period from incorporation on October 10, 2018 to December 31, 2018

8. Related Party Disclosures (continued)

As at September 30, 2019, the Company had a balance of $910 (December 31, 208 - $1,010) due from the Director. The amount is non-interest bearing, has no repayment terms and is unsecured. The Director repaid the full balance in December 2019.

During the period from incorporation on October 10, 2018 to December 31, 2018, the Company issued 6,000,000 common shares to the Director and a corporation controlled by the Director for total proceeds of $60.

9. Capital Management

The Company considers its capital to be comprised of shareholders’ equity and advances.

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition of a new business venture and to safeguard its ability to continue as a going concern. This is done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds on acceptable terms in the future. There were no changes to the Company’s approach to capital management during the periods ended September 30, 2019 and December 31, 2018. The Company is not subject to externally imposed capital requirements.

83 -

Leaf Management's Discussion and Analysis

The following management's discussion and analysis for the financial condition and results of operations for the Company for the period from incorporation to December 31, 2018, and the interim period ended September 30, 2019, should be read in conjunction with the financial statements and the notes thereon provided above. This management's discussion and analysis is dated February 14, 2020.

The following management's discussion and analysis may contain statements that are forwardlooking in nature, involving known and unknown risks and uncertainties such as general economic and business conditions, operating costs, changes in foreign currency exchange rates and other factors. Since forward-looking statements address future events and conditions, by their nature, they involve inherent risks and uncertainties. Therefore, actual results may be materially different from those expressed or implied in such statements. See "Cautionary Note Regarding Forward-Looking Statements."

Overall Performance

Leaf was incorporated as 1182533 B.C. Ltd., solely for the purposes of raising capital to complete the acquisition of LDRLY pursuant to the LDRLY Agreement. Further discussion regarding this acquisition can be found in Appendix B Information Concerning Leaf and LDRLY .

Leaf has not conducted any commercial operations other than to negotiate the terms of the LDRLY Agreement and to perform due diligence investigations with respect to LDRLY. Until Completion of the Qualifying Transaction, it does not intend to carry on any business other than to complete the acquisition of LDRLY, the Amalgamation and the Offering.

Results of Operations

Leaf has no assets other than a minimal amount of cash, and has incurred expenses with respect to completing the acquisition of LDRLY, the Amalgamation and the Offering.

From incorporation to December 31, 2018, the Company had no assets other than amount due from shareholders (which has since been repaid in its entirety), and did not incur any significant expenses . As at September 30, 2019, Leaf completed equity financings for aggregate gross proceeds of $1,658,010 and paid $69,687 in share issuance costs. A portion of such proceeds were paid to Eastside Games as payment of the cash portion of the purchase price owing under the LDRLY Agreement. For the nine month period ended September 30, 2019, Leaf did not generate any revenue and incurred operating expenses of $317,733, Leaf incurred indebtedness owing from a director in an amount of $910 (December 31, 2018 - $1,010) for overpayment of subscription amounts for Leaf shares, which amount will be repaid prior to Completion of the Qualifying Transaction.

Liquidity and Capital Resources

As described above, Leaf was incorporated solely for the purposes of completing the acquisition of LDRLY, and does not generate operating income or cash flow. To date, it has relied primarily upon the sale of equity securities to raise capital to complete such acquisition, and to fund its expenses with respect to same, as well as for expenses with respect to the Amalgamation and the Offering. Upon Completion of the Qualifying Transaction, it is intended that Leaf will be

8694862.1

84 -

amalgamated with Subco to form Amalco, which will have no purpose other than to hold the securities of LDRLY.

The Company raised aggregate gross proceeds of $1,658,100 in equity financings since its incorporation to the date of this Information Circular.

Concurrent with the completion of the acquisition of LDRLY, the Company will complete the Offering, for minimum gross proceeds of $3.41 million. See "The Offering" in the "The Amalgamation" section of the Information Circular for further discussion.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that could have a material effect on current or future operations, or the financial condition of Leaf.

Events Subsequent to September 30, 2019

Other than with respect to the acquisition of LDRLY, the Amalgamation and the Offering as described in the Information Circular and Appendix B Information Concerning Leaf and LDRLY , there have been no other events material to Leaf subsequent to September 30, 2019.

Dividends

Leaf has neither declared nor paid any dividends on the Leaf Shares to date. It does not anticipate paying any dividends on the Leaf Shares in the foreseeable future.

8694862.1

LDRLY (TECHNOLOGIES) INC.

Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

LDRLY (TECHNOLOGIES) INC.

Index to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

	Page
CONDENSED INTERIM FINANCIAL STATEMENTS
Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss)	1
Condensed Interim Statements of Financial Position	2
Condensed Interim Statements of Changes in Equity	3
Condensed Interim Statements of Cash Flows	4
Notes to Condensed Interim Financial Statements	5 - 12

LDRLY (TECHNOLOGIES) INC. Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss) (Unaudited - Presented in Canadian dollars) For the Three Month and Nine Month Period Ended September 30, 2019

	*September 30* September 30 *September 30* September 30 2019 2018 2019 2018 *(three month)* (three month) *(nine month)* (nine month)
REVENUE Gaming Advertising COST OF SALES GROSS PROFIT EXPENSES Adminstrative expenses Amortization of equipment and right-of-use asset Other operating expenses Research and development expenses Selling and distribution expenses (Note 8) INCOME (LOSS) FROM OPERATIONS OTHER INCOME Foreign exchange gain (loss) NET AND COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	1,949,418 $ 342,250 $ 3,951,698 $ 1,366,156 $ 707,690 43,526 1,092,919 169,566
	2,657,108 385,776 5,044,617 1,535,722 2,302,785 137,685 3,804,502 538,135
	354,323 248,091 1,240,115 997,587
	310,801 279,347 865,871 823,522 13,300 94 38,925 282 48,895 8,386 160,436 14,232 1,926 - 111,429 962 8,141 89,102 53,112 390,595
	383,063 376,929 1,229,773 1,229,593
	(28,740) (128,838) 10,342 (232,006) (20,851) 20,029 (54,213) 28,320
	(49,591) $ (108,809) $ (43,871) $ (203,686) $
	(0.06) $ (0.14) $ (0.06) $ (0.26) $
	791,916 791,916 791,916 791,916

See notes to condensed interim financial statements

LDRLY (TECHNOLOGIES) INC. Condensed Interim Statements of Financial Position

(Unaudited - Presented in Canadian dollars) As at September 30, 2019

	*September 30* December 31 2019 2018
ASSETS CURRENT Cash Trade and other receivables_(Note 6) Prepaid expenses NON-CURRENT Equipment(Note 5) Right-of-use assets(Note 9) LIABILITIES CURRENT Trade and other payables(Note 7) Due to related party(Note 8) Lease obligation(Note 9) NON-CURRENT Lease obligation(Note 9)_ EQUITY Share capital Retained earnings (deficit)	860,834 $ 363,484 $ 1,374,310 294,478 92,739 33,366
	2,327,883 691,328 36,493 17,165 50,062 -
	86,555 $ 17,165 $
	2,414,438 $ 708,493 $
	28,403 $ 3,037 $ 2,267,856 595,689 44,360 -
	2,340,619 598,726 7,923 -
	2,348,542 598,726 77,470 77,470 (11,574) 32,297
	65,896 109,767
	2,414,438 $ 708,493 $

DESCRIPTION OF OPERATIONS (Note 1)

EVENTS AFTER THE REPORTING PERIOD (Note 10)

These condensed interim financial statements were approved and authorized for issue by the Board of Directors on February 14, 2020 and signed on its behalf by:

"Jason Bailey" Director "Joshua Nilson" Director

See notes to condensed interim financial statements

LDRLY (TECHNOLOGIES) INC. Condensed Interim Statements of Changes in Equity (Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

	Number of shares Share capital Retained earnings Total equity
As at January 1, 2018 Comprehensive loss for the period As at September 30, 2018 As at January 1, 2019 Comprehensive loss for the period As at September 30, 2019	791,916 77,470 $ 32,341 $ 109,811 $ - - $ (203,686) $ (203,686) $
	791,916 77,470 $ (171,345) $ (93,875) $
	791,916 77,470 $ 32,297 $ 109,767 $ - - $ (43,871) $ (43,871) $
	791,916 77,470 $ (11,574) $ 65,896 $

See notes to condensed interim financial statements

LDRLY (TECHNOLOGIES) INC. Condensed Interim Statements of Cash Flow (Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

	*September 30* September 30 2019 2018 *(nine month)* (nine month)
OPERATING ACTIVITIES Net and comprehensive income (loss) Item not affecting cash: Amortization of equipment and right-of-use asset Interest expense on lease obligation Changes in non-cash working capital Trade and other receivables Trade and other payables Prepaid expenses Cash flow from operating activities INVESTING ACTIVITY Purchase of equipment FINANCING ACTIVITY Advances from (to) related parties Payment of lease obligation Cash flow from financing activities INCREASE IN CASH FLOW Cash - beginning of period CASH - END OF PERIOD CASH CONSISTS OF: Cash	(43,871) $ (203,686) 38,925 282 6,223 - (1,079,832) 202,472 25,366 5,076 (59,373) (1,300)
	(1,112,562) 2,844
	(26,070) -
	1,672,167 (29,347) (36,185) -
	1,635,982 (29,347)
	497,350 (26,503) 363,484 64,099
	860,834 $ 37,596
	860,834 $ 37,596

See notes to condensed interim financial statements

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars)

For the Nine Month Period Ended September 30, 2019

1. DESCRIPTION OF OPERATIONS

LDRLY (Technologies) Inc. (the "Company") was incorporated provincially under the Business Corporations Act of British Columbia on August 15, 2013. The head office of the Company is 550 - 555 West 12th Avenue, Vancouver, British Columbia, V5Z 3X7.

The Company was created as a subsidiary of Eastside Games Inc. It originally was developing a social and mobile gaming leaderboard software which will integrate users' social media friends with their leaderboards. The platform was unsuccessful and the Company transitioned its focus to online game development. The focus of the Company is to develop a brand in counter culture mobile gaming and is currently an industry leader in the development of counter culture mobile games. None of the Company's games promotes the sale of cannabis, nor do they include any advertisements for cannabis producers, nor do they display any use of cannabis.

These condensed interim financial statements have been prepared on a going-concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. The Company’s ability to continue as a going concern is dependent upon its ability to generate profits and positive cash flows from operations from the launch of its online games under development, to obtain additional funding from financing arrangements, if and when needed by the Company and the continued support by its related parties. However, there can be no assurance that these activities will be successful.

These condensed interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption determined to be inappropriate and these adjustments could be material.

2. BASIS OF PRESENTATION

Statement of Compliance

These condensed interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These condensed interim financial statements should be read in conjunction with the audited financial statements for the years ended December 31, 2018, December 31, 2017 and December 31, 2016, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies followed in these condensed interim financial statements are consistent with those applied in the Company’s financial statements for the years ended December 31, 2018, December 31, 2017 and December 31, 2016, other than the adoption of IFRS 16 – Leases (“IFRS 16”). The disclosures which follow do not include all disclosures required for the annual financial statements.

Basis of Measurement

The financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments that are measured at fair value. The financial statements are presented in Canadian dollars unless otherwise noted.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

2. BASIS OF PRESENTATION (continued)

Significant Estimates and Judgements

The preparation of these condensed interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes could differ from these estimates.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Leases

The Company recognizes a right-of-use asset and a lease liability for its leases. The right-of-use asset is measured at cost and depreciated over its estimated useful life. At the commencement date, the lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease or if that rate cannot be readily determined, the Company’s incremental borrowing rate. If the lease terms are subsequently changed, the present value of the lease liability is re-measured using the revised lease terms and applying the appropriate discount rate to the remaining lease payments. The Company recognizes the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. However, if the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in profit or loss. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Changes in accounting policy

The Company has adopted IFRS 16 Leases (“IFRS 16”) as of January 1, 2019. IFRS 16 requires lessees to recognize most leases on the balance sheet to reflect the right to use an asset for a period of time and the associated liability for payments. The Company has adopted IFRS 16 using the modified retrospective method, under which the cumulative effect of the initial application is recognized in retained earnings at January 1, 2019.

On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases and applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 Leases were not reassessed for whether a lease existed.

On transition to IFRS 16, the Company has elected to not recognize right of use assets and lease liabilities that have lease terms which end within 12 months of the date of initial application and leases of low-value assets.

Lease liabilities were measured at the present value of the remaining lease payments discounted at the incremental borrowing rate as at January 1, 2019. Right of use assets were measured at an amount equal to the lease liability.

The following summarizes the impacts of adopting IFRS 16 on the financial statements:

($) Operating lease commitments at December 31, 2018 92,542 Discounted using the incremental borrowing rate at January 1, 2019 82,245

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

4. FINANCIAL INSTRUMENTS

Categories of financial assets and financial liabilities

Financial Instrument	Category	September 31, 2019	December 31, 2018
Cash	FVTPL	860,834	363,484
Trade receivables	Amortized Cost	1,372,174	292,098
Trade and other payables	Amortized Cost	28,403	3,037

Fair value

IFRS 7 establishes a fair value hierarchy for financial instruments measured at fair value that reflects the significance of inputs in making fair value measurements as follows:

Level 1 - applied to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly such as quoted prices for similar assets or liabilities in active markets or indirectly such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
Level 3 - applies to assets or liabilities for which there are unobservable market data.

The carrying values of trade receivables, and trade and other payables approximates their fair value due to their short-term nature. The Company’s fair value of cash under fair value hierarchy are measured using Level 1 inputs.

(a) Credit risk

Credit risk arises from the potential that a counter party will fail to perform its obligations. The company's main exposure to credit risk relates to its trade receivables. The credit risk is minimal since the balance of the company's receivables come from large corporations who pay the company advertising and software sales revenue. There is no bad debt expense in the current year and in the opinion of management, none of the amounts comprising this balance were considered impaired.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next fiscal period. The following table is based on the contractual maturity dates of financial assets and the earliest date on which the Company can be required to settle financial liabilities.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars)

For the Nine Month Period Ended September 30, 2019

4. FINANCIAL INSTRUMENTS (continued)

Cash
Trade receivables
Trade and other payables
Cash
Trade receivables
Trade and other payables

Contractual Maturity Analysis at September 30, 201
9
Less than
3-12
1-5
over 5
3 months
months years years Total
860,834
- - - 860,834
1,372,174
- - - 1,372,174
(28,403)
- - - (28,403)
Contractual Maturity Analysis at December 31, 201
8
Less than
3-12
1-5
over 5
3 months
months years years Total
363,484
- - - 363,484
292,098
- - - 292,098
(3,037)
- - - (3,037)

(c) Currency risk

Currency risk is the risk to the company's earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates. The company is exposed to foreign currency exchange risk on cash, trade receivable, and trade payable held in U.S. dollars. The company does not use derivative instruments to reduce its exposure to foreign currency risk.

At September 30, 2019, 1 Canadian Dollar was equal to $0.75510 US Dollar (2018 - $0.7330 USD).

Cash Trade receivables Trade and other payables	September 30, 2019 US CDN Dollar Equivalent 314,389 416,354 818,732 1,084,269 - -	December 31 2018 US CDN Dollar Equivalent 56,209 76,680 156,126 212,987 - -

Based on the net exposures as of December 31, 2019 and assuming that all other variables remain constant, a 10% fluctuation on the Canadian Dollar against the US Dollar would result in the Company’s net income (loss) being approximately $36,750 (2018 - $28,967) higher (or lower).

Unless otherwise noted, it is management’s opinion that the company is not exposed to significant other price risks arising from these financial instruments.

LDRLY (TECHNOLOGIES) INC.

Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars)

For the Nine Month Period Ended September 30, 2019

5. EQUIPMENT

September 30, 2019 Computer equipment Furniture and fixtures December 31, 2018 Computer equipment Furniture and fixtures	Cost Accumulated Amortization Net book value
	$ 36,129 $ (16,867) $ 19,262 22,686 (5,455) 17,231
	$ 58,815 $ (22,322) $ 36,493
	$ 18,570 $ (13,142) $ 5,428 14,175 (2,438) 11,737
	$ 32,745 $ (15,580) $ 17,165

6. TRADE AND OTHER RECEIVABLES

Trade receivables, net of allowance for impairment GST recoverable	*September 30* December 31 2019 2018
	$ 1,372,174 $ 292,098 2,136 2,380
	$ 1,374,310 $ 294,478

There is no bad debt expense for the year. There are no trade receivables owing from related parties, and all trade and other receivables are current.

7. TRADE AND OTHER PAYABLES

Trade payables Vacation payables	*September 30* December 31 2019 2018
	$ 8,989 $ 871 19,414 2,166
	$ 28,403 $ 3,037

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

8. DUE TO RELATED PARTY

The related party balance is due to the parent company Eastside Games Inc. Advances from a related company are due on demand, non-interest bearing and have no set repayment terms. During the nine month period ended September 30, 2019, the company was charged royalty fees of $- (2018 - 75,884) by its parent.

9. LEASES

Lease liabilities have been measured by discounting future lease payments using the Company’s incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 12%. Rates implicit in the leases were not readily determinable. Interest expense on lease obligations for the nine months ended September 30, 2019 was $6,223.

Lease commitments at December 31, 2018 Discounted balance at January 1, 2019 Lease payments Balance, as at September 30, 2019 Current portion of lease obligation Long-term portion of lease obligation	*September 30* 2019
	$ 92,542 82,245 (29,962)
	52,283
	44,360 7,923

Right-of-use assets

The following table presents the right-of-use assets for the Company. The right-of-use asset consists of an office lease which is amortized over its estimated useful life of 23 months on a straight-line basis.

Balance, January 1, 2019 Additions Depreciation Balance, September 30, 2019	82,245 - (32,183)
	50,062

LDRLY (TECHNOLOGIES) INC. Notes to Condensed Interim Financial Statements

(Unaudited - Presented in Canadian dollars) For the Nine Month Period Ended September 30, 2019

10. EVENTS AFTER THE REPORTING PERIOD

On October 29, 2019, 1182533 B.C. Ltd. (the "Purchaser") entered into a Share Purchase Agreement (the "SPA") with Eastside Gaims Inc. (the "Vendor") to purchase all issued and outstanding shares of the Company. Pursuant to the agreement, the purchase price of $5,655,000 is to be paid by the Purchaser as follows:

l Cash advance of $1,250,000 (paid on February 14, 2019), and
l Issuance of 55,187,500 common shares.

This transaction comprises, in part, a qualifying transaction of Caprice Business Development Canada Inc. ("Caprice"), a capital pool company listed on the TSX Venture Exchange. Therefore, the closing of the SPA is subject to receipt of applicable regularoty and TSX Venture Exchange approvals.

LDRLY (TECHNOLOGIES) INC.

Financial Statements

For the Years Ended December 31, 2018, 2017, 2016

==> picture [226 x 49] intentionally omitted <==

Independent Auditor's Report

To the Shareholders of LDRLY (Technologies) Inc.

Opinion

We have audited the financial statements of LDRLY (Technologies) Inc. (the “Company”), which comprise the statements of financial position as at December 31, 2018, December 31, 2017 and December 31, 2016 and the statements of income (loss) and comprehensive income (loss), statements of changes in equity and statements of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018, December 31, 2017 and December 31, 2016, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

==> picture [277 x 14] intentionally omitted <==

==> picture [226 x 49] intentionally omitted <==

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

“D&H Group LLP”

Vancouver, B.C. February 14, 2020

==> picture [277 x 14] intentionally omitted <==

Chartered Professional Accountants

LDRLY (TECHNOLOGIES) INC. Index to Financial Statements

For the Years Ended December 31, 2018, 2017, 2016

	Page
FINANCIAL STATEMENTS
Statement of Income (Loss) and Comprehensive Income (Loss)	1
Statement of Financial Position	2
Statement of Changes in Equity	3
Statement of Cash Flows	4
Notes to Financial Statements	5 - 14

LDRLY (TECHNOLOGIES) INC.

Statement of Income (Loss) and Comprehensive Income (Loss) For the Year Ended December 31

	2018 2017 2016
REVENUE Gaming Advertising COST OF SALES GROSS PROFIT EXPENSES Administrative expenses Amortization Other operating expenses Selling and distribution expenses INCOME (LOSS) FROM OPERATIONS OTHER INCOME (LOSS) Foreign exchange gain (loss) COMPREHENSIVE INCOME (LOSS) FOR THE YEAR	$ 1,989,213 $ 4,537,826 $ 6,659,495 242,009 484,343 488,019
	2,231,222 5,022,169 7,147,514 582,890 1,361,348 2,341,581
	1,648,332 3,660,821 4,805,933
	1,148,140 495,568 7,301 2,479 513 1,609 35,665 9,190 8,217 514,081 3,134,446 4,348,035
	1,700,365 3,639,717 4,365,162
	(52,033) 21,104 440,771 51,989 (20,310) 7,299
	$ (44) $ 794 $ 448,070

See notes to financial statements

LDRLY (TECHNOLOGIES) INC. Statement of Financial Position

	*December 31* December 31 December 31 2018 2017 2016
ASSETS CURRENT Cash and cash equivalents Trade and other receivables_(Note 6) Prepaid expenses NON-CURRENT EQUIPMENT(Net of accumulated_ amortization) (Note 5) LIABILITIES CURRENT Trade and other payables_(Note 7) Due to related parties(Note 8) EQUITY Share capital(Note 10)_ Retained earnings	$ 363,484 $ 64,099 $ 583,987 294,478 387,689 422,141 33,366 - 139
	691,328 451,788 1,006,267 17,165 1,483 1,996
	$ 708,493 $ 453,271 $ 1,008,263
	$ 212,448 $ 84,257 $ 71,575 386,279 259,203 827,671
	598,727 343,460 899,246
	77,470 77,470 77,470 32,296 32,341 31,547
	109,766 109,811 109,017
	$ 708,493 $ 453,271 $ 1,008,263

These financial statements were approved and authorized for issue by the Board of Directors on February 14, 2020 and signed on its behalf by:

_ "Jason Bailey "_ Director_ _ "Joshua Nilson" _ Director

See notes to financial statements

LDRLY (TECHNOLOGIES) INC. Statement of Changes in Equity For the Year Ended December 31

	Share capital Retained earnings Total equity
As at January 1, 2016 Comprehensive income for the year As at December 31, 2016 As at January 1, 2017 Comprehensive income for the year As at December 31, 2017 As at January 1, 2018 Comprehensive loss for the year As at December 31, 2018	77,470 $ (416,523) $ (339,053) $ - $ 448,070 $ 448,070 $
	77,470 $ 31,547 $ 109,017 $
	77,470 $ 31,547 $ 109,017 $ - $ 793 $ 793 $
	77,470 $ 32,340 $ 109,810 $
	77,470 $ 32,340 $ 109,810 $ - $ (44) $ (44) $
	77,470 $ 32,296 $ 109,766 $

See notes to financial statements

LDRLY (TECHNOLOGIES) INC.

Statement of Cash Flows

For the Year Ended December 31

	2018 2017 2016
OPERATING ACTIVITIES Comprehensive income (loss) Item not affecting cash: Amortization of equipment Changes in non-cash working capital: Trade and other receivables Trade and other payables Prepaid expenses Cash flow from operating activities INVESTING ACTIVITY Purchase of equipment FINANCING ACTIVITY Advances from (to) related parties INCREASE (DECREASE) IN CASH FLOW Cash - beginning of year CASH - END OF YEAR	$ (44) $ 794 $ 448,070 2,479 513 1,609
	2,435 1,307 449,679
	93,212 34,452 (421,325) 128,192 12,682 125,069 (33,366) 139 (3)
	188,038 47,273 (296,259)
	190,473 48,580 153,420
	(18,164) - -
	127,076 (568,468) 428,489
	299,385 (519,888) 581,909 64,099 583,987 2,078
	$ 363,484 $ 64,099 $ 583,987

See notes to financial statements

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

1. DESCRIPTION OF OPERATIONS

2. BASIS OF PRESENTATION

Statement of Compliance

These financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

Basis of Measurement

Significant Estimates and Assumptions

The preparation of financial statements in conformity with IFRS requires management to make estimates, assumptions and judgements that affect the application of policies and reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the financial statements, along with reported amounts of expenses and net losses during the period. Actual results may differ from these estimates, and as such, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognized in the period in which the estimates are revised and in any future periods affected. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the balance sheet reporting date that could result in a material adjustment to the carrying value of assets and liabilties, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Judgements:

a) Financial instruments

Financial assets and liabilities are designated upon inception to various classifications. The designation determines the method by which the financial instruments are carried on the balance sheet subsequenet to inception and how changes in value are recorded. The designation may require the company to make certain judgement, taking into account management's intention of the use of the financial instruments.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

2. BASIS OF PRESENTATION (continued)

b) Going concern

The assumption that the company is a going concern and will continue in operation for the foreseeable future and at least one year.

Assumptions:

a) Useful lives of equipment

The estimated useful lives and residual value of equipment which are included in the statement of financial position and the related amortization included in the statement of comprehensive income.

b) Income Taxes

The determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and short term investments

Cash includes cash equivalents. Cash equivalents are considered to be any term deposit with a maturity of three months or less that the company may hold.

Equipment

Equipment is stated at cost or deemed cost less accumulated amortization. Equipment is amortized over their estimated useful lives on a declining balance basis at the following rates and methods:

Computer equipment 55% declining balance method Furniture and fixtures 20% declining balance method

The company regularly reviews its equipment to eliminate obsolete items.

Equipment acquired during the year but not placed into use are not amortized until they are placed into use. In the year of acquisition one-half of the stated rate is claimed.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of equipment and long-lived assets

The company's tangible assets are reviewed for an indication of impairment at each financial position date. If indication of impairment exists, the asset's recoverable amount is estimated.

An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment losses recognized in the statement of comprehensive income (loss) when incurred. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

The recoverable amount is the greater of the asset's fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss with respect to goodwill is never reversed.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial instruments policy

Financial assets

The company classifies its financial assets into one of the following categories as follows:

Fair value through profit or loss - This category comprises of derivatives and financial assets acquired principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or less. The company classifies cash and cash equivalents as fair value through profit or loss.

Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost using the effective interest method less any provision for impairment. The company classifies its receivables as loans and receivables.

Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest method less any provision for impairment.

Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized in other comprehensive income (loss). Where a decline in the fair value of an available-for-sale financil asset constitutes objective evidence of impairment, the amount of the loss is removed from accumulated other comprehensive income (loss) and recognized in profit or loss.

All financial assets except those measured at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is objective evidence of impairment as a result of one or more events that have occured after initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets.

Financial liabilities

The company classifies its financial liabilities into one of two categories as follows:

Fair value through profit or loss - This category comprises of derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or less. Derivative liability is included in this category.

Other financial liabilities - Other financial liabilities include accounts payable and accrued liabilities, wages payable and due to related parties. They are initially measured at fair value and are subsequently measured at amortized cost using the effective interest method.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Future income taxes

The company follows the asset and liability method for accounting for income taxes. Under the asset and liability method, the changes in the net deferred tax asset or liability is to be included in income. Deferred tax assets and liabilities are measured using the substantively enacted tax rates expected to apply to taxable income in the years in which temporary differencres are expected to be recovered or settled.

Revenue recognition

Advertising services

Revenue associated with advertising is recognized when it is probable that economic benefits associated with the transaction will flow to the company and the amount of revenue can be measured reliably and collection is reasonably assured.

Software games

Revenue from sales of interactive software games on PCs and mobile apps are recognized as revenue when games are purchased by a customer. Sales of the company's games are made by third party gaming platform companies pursuant to licencse agreements, and these gaming platform companies retain an greed upon portion of sales as fees. The company reports revenues related to these arrangements as gross of the fees retained by the gaming platform companies.

Foreign currency translation

Transactions entered into in a currency other than the currency of the primary economic environment in which it operates (the "functional currency") are recorded at the rates applicable when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates applicable at the balance sheet date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are similarly recognized immediately in the statement of loss and comprehensive income.

(continues)

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

New standards and interpretations recently adopted

The following new standards, and amendments to standards and presentations, are effective for the company for the year ended December 31, 2018. They are not expected to have a significant effect on the company's financial statements.

IFRS 9 - Financial Instruments: Classification and Measurement : IFRS 9, which replaces IAS 39, Financial Instruments: Recognition and Measurement, establishes principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity's future cash flows. This new standard is effective for the company's annual financial statements commencing January 1, 2018. The company has determined that there is no impact from this amendment to its annual financial statements.

IFRS 15 - Revenue from Contracts with Customers : The International Accounting Standards Board and the Financial Accounting Standards Board of the United States worked on this joint project to clarify the principles for the recognition of revenue and to develop the common revenue standard. The new standard was released in May 2014 and supersedes existing standards and interpretations including IAS 18, Revenue. It is required to be applied for years beginning on or after January 1, 2018. The company has determined that the impact from this new standard is immaterial to its annual financial statements.

IFRIC 22 - Foreign Currency Transactions and Advance Consideration : This addresses how to determine the 'date of transaction' when applying IAS 21. It is required to be applied for annual periods beginning on or after January 1, 2018. The company does not anticipate this standard having a material effect on the company's annual financial statements.

Accounting pronouncements not yet adopted

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended December 31, 2018, and have not been applied in preparing these financial statements.

IFRIC 23 - Uncerrtainty Over Income Tax Treaments : This clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. It is effective for annual periods beginning on or after Januairy 1, 2019 with early adoption permitted. The company does not anticipate this standard having a material effect on the annual financial statements.

Amendment to IFRS 9 Financial Statements - In April 2017, the IFRS Interpretation Committee proposed a few changes to IFRS 9. The first, a change regarding symmetric prepayment options, amends the existing requirements regarding termination rights in order to allow measurement at amortized cost even in the case of negative compensation payments. The second amendment provides clarification regarding the accounting for a medication or exchange of a financial liability measured at amortized cost that does not result in the derecognition of the financial liability. The effective date for these amendments are for periods beginning on or after January 1, 2019. The compant does not anticipate any impact from this amendment to its annual financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the company's financial statements.

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

4. FINANCIAL INSTRUMENTS

The company's financial instruments consist of cash, trade receivables, trade and other payables and due to related party. The fair value of all these financial instruments approximate their carrying values because of the relatively short-term nature of these instruments.

The company is exposed to various risks through its financial instruments and has a comprehensive risk management framework to monitor, evaluate and manage these risks. The following analysis provides information about the company's risk exposure and concentration as of December 31, 2018.

(a) Credit risk

(b) Currency risk

Currency risk is the risk to the company's earnings that arise from fluctuations of foreign exchange rates and the degree of volatility of these rates. The company is exposed to foreign currency exchange risk on cash, accounts receivable, and accounts payable held in U.S. dollars. The company does not use derivative instruments to reduce its exposure to foreign currency risk.

Unless otherwise noted, it is management’s opinion that the company is not exposed to significant other price risks arising from these financial instruments.

5. EQUIPMENT

Computer equipment Furniture and fixtures	2018 2017 Accumulated Net book Net book Cost amortization value value
	$ 18,570 $ 13,142 $ 5,428 $ 800 14,175 2,438 11,737 683
	$ 32,745 $ 15,580 $ 17,165 $ 1,483

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

TRADE AND OTHER RECEIVABLES

Trade receivables, net of allowance for impairment GST recoverable	2018 2017
	$ 292,098 $ 387,592 2,380 97
	$ 294,478 $ 387,689

There is no bad debt expense for the year. There are no trade receivables owing from related parties, and all trade and other receivables are current.

TRADE AND OTHER PAYABLES

Trade payables Vacation payables	2018 2017
	$ 210,282 $ 84,258 2,166 -
	$ 212,448 $ 84,258

DUE TO RELATED PARTY

Current portion due to related party Eastside Games Inc. (Parent company)	2018 2017
	$ 386,279 $ 259,203

Advances from a related company are due on demand, non-interest bearing and have no set repayment terms. During the year ended December 31, 2018, the company was charged royalty fees of $75,884 (2017 - 1,888,695, 2016 - 2,829,428) by its parent.

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

9. INCOME TAXES

The reported income tax recovery differs from the amount computed by applying the Canadian basic statutory rate to income (loss) before income taxes. The reasons for the difference and the related tax effect are as follows:

Net income (loss) before income taxes Corporate tax rate (%) Expected income tax expense (recovery) at statutory rates Amortization expense Capital cost allowance Non-deductible meal expenses Non-deductible charitable donation Current income tax recovery for the year	2018 2017
	$ (44) $ 793 12.00 12.62 (5) 100 297 65 (807) (165) 133 - 26 -
	(356) -

The company has accumulated non-capital losses of $2,971 as of December 31, 2018.

The company has provided a full valuation allowance against its potential future income tax assets (liabilities) due to the immaterial amounts of temporary differences. The valuation allowance reflected the company's estimate that the tax assets (liabilities) will likely not be realized.

The significant components of the company's future income tax assets (liabilities) are as follows:

Equipment Unused tax losses Subtotal Valuation allowance	(4,529) (279) 2,971 -
	(1,558) (279) 1,558 279
	- -

LDRLY (TECHNOLOGIES) INC. Notes to Financial Statements

10. SHARE CAPITAL

Authorized:

Unlimited Common voting shares

Issued: 791,916 Common shares	2018 2017
	$ 77,470 $ 77,470

There were no shares issued during the year ended December 31, 2018.

11. COMPARATIVE FIGURES

Some of the comparative figures have been reclassified to conform to the current year's presentation.

LDRLY (Technologies) Inc.

Management Discussion and Analysis

For the 9 months ended September 30[th] and Years Ended December 31, 2018, 2017 and 2016

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

This Management’s Discussion and Analysis (“MD&A”) provides a detailed analysis of the business of LDRLY (Technologies) Inc. (“LDRLY”) and compares its financial results for the nine month period ended September 30, 2019, and the years ended December 31, 2018, 2017 and 2016. The MD&A should be read in conjunction with the condensed interim financial statements of LDRLY for the nine month period ended September 30, 2019 and 2018, and the audited financial statements of LDRLY for the years ended December 31, 2018, 2017 and 2016, and their respective related notes, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”). LDRLY's reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars. This MD&A is dated as at February 14, 2020.

This MD&A contains certain statements that may constitute “forward looking statements”. Forward looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, and business and financing plans. No assurance can be given that such expectations will prove to be correct. Forward looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. Forward looking statements are not guarantees of future performance, and actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, LDRLY's ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

CAUTION ON FORWARD-LOOKING STATEMENTS

The MD&A contains certain forward-looking statements concerning anticipated developments in LDRLY's operation in future periods. Forward-looking statements are frequently, but not always identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. The forward-looking statements in the MD&A may include statements regarding budgets, capital expenditures, timelines, strategic plans, or other statements that are not statements of fact. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of LDRLY may differ materially from those reflected in forward-looking statements due to a variety of risks, uncertainties and other factors. The forward-looking statements are based on beliefs, expectations and opinions on the date the statements are made, and none of Caprice, Leaf nor LDRLY assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward looking statements. Important factors that could cause actual results to differ materially from expectations include uncertainties involved in disputes, arbitration and litigation; uncertainty of estimates of capital and operating costs, the need to obtain additional financing to develop products and contents; uncertainty as to the availability and terms of future financing; the possibility of delay in research or development programs and uncertainty in meeting anticipated milestones..

COMPANY BACKGROUND & DESCRIPTION OF BUSINESS

LDRLY is a subsidiary of Eastside Games Inc. ("ESG"), a leader in the development and publishing of mobile gaming applications. While LDRLY was originally formed to develop a social and mobile gaming leaderboard software, since 2016 its focus has exclusively been on development and publishing of counter culture mobile games, with all such games formally transferred from ESG to LDRLY in November 2018 for the purposes of facilitating its sale. Further discussion of LDRLY's operations can be found in Appendix B of the Information Circular to which this MD&A is attached, including a discussion of Leaf's proposed acquisition of LDRLY.

Various of LDRLY's game titles move through a lifecycle of 3 phases: "growth" games, which are titles that are continually updated with additional content and features, with an aim to grow revenue derived from those games;

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

"Evergreen" games, which are similar to growth games in that additional content and features are also introduced, but are titles where revenue trends are stable, and LDRLY's focus is primarily to continue ongoing revenue trends, or, where necessary, to reduce and ideally to reverse ongoing revenue declines from those titles, such that they become "growth" games again; and "legacy" or "sunset" games, which are titles that still earn revenue, but for which LDRLY expends little to no investment in terms of updates or enhancements prior to retiring or “sunset” of the game.

LDRLY currently has [6] games generating revenue, including:

"Bud Farm: Idle Tycoon", which is currently in “growth” phase;
"Bud Farm Grass Roots", "Pot Farm Grass Roots" which are currently in "evergreen" phase; and
"Pot Farm Raiders/Legacy", "Bud Farm 420", "Bud Farm Quest for Buds” which are in “sunset” phase.

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

SELECTED INFORMATION

	For the 9	months	For the 9	months
	period	ended	period	ended
	September 30,2019		September 30,2018
Revenue	5,044,617		1,535,722
Cost of Sales	3,804,502		538,135
Gross Profit	1,240,115		997,587
Expenses	1,229,773		1,229,593
Income (Loss) from operations	10,342		(232,006)
Foreign exchangegain(loss)	(54,213)		28,320
Net and Comprehensive income(loss)	(43,871)		(203,686)
	As at September 30,		As at December 31,
	2019		2018
Working capital	12,736		92,602
Total assets	2,414,438		708,493
Total liabilities	2,348,542		598,726
Shareholders’ equity	65,896		109,767
	For the year ended		For the year	ended	For the year ended
	December 31,2018		December 31,2017		December 31,2016
Revenue	2,231,222		5,022,169		7,147,514
Cost of Sales	790,594		1,508,942		2,341,581
Gross Profit	1,440,628		3,513,227		4,805,933
Expenses	1,492,661		3,492,123		4,365,162
Income (Loss) from operations	(52,033)		21,104		440,771
Foreign exchangegain(loss)	51,989		(20,310)		7,299
Net and Comprehensive income(loss)	(44)		794		448,070
Working capital	92,602		108,328		107,021
Total assets	708,493		453,271		1,008,263
Total liabilities	598,726		343,460		899,246
Shareholders’ equity	109,767		109,811		109,017

SUMMARY OF QUARTERLY RESULTS FOR 2017-2018

	Q4 F2018	Q3 F2018	Q2 F2018	Q1 F2018
Revenue	695,500	385,776	455,300	694,646
Cost of Sales	252,459	137,685	164,040	236,410
Gross Profit	443,041	248,091	291,260	458,236
Expenses	206,104	395,908	498,509	392,139
Income (Loss) from operations	236,937	(147,817)	(207,249)	66,096
Foreign exchangegain(loss)	23,618	20,037	(22,800)	31,134
Net and Comprehensive income(loss)	260,555	(127,780)	(230,049)	97,230

	Q4 F2017	Q3 F2017	Q2 F2017	Q1 F2017
Revenue	895,710	1,033,652	1,513,150	1,579,657
Cost of Sales	295,204	337,974	451,228	424,537
Gross Profit	600,506	695,678	1,061,922	1,155,120
Expenses	904,479	928,682	868,000	790,962

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

Income (Loss) from operations	(303,973)	(233,003)	193,922	364,158
Foreign exchangegain(loss)	37,625	(32,203)	(14,249)	(11,483)
Net and Comprehensive income(loss)	(266,348)	(265,206)	179,673	352,675

RESULTS OF OPERATIONS

Year ended December 31, 2016

LDRLY transitioned in 2016 from developing a social and mobile gaming leaderboard software to exclusively on development and publishing of counter culture mobile games. The catalyst for this transition was Apple Inc.'s decision in February 2016 to red flag and then ban, as of May 2016, the "Pot Farm Grass Roots" ("PFGR") title from its app store and IOS platforms, due to the use of the word “Pot” in its game title. As the impact of the scheduled ban would have significantly reduced revenue for PFGR the game was renamed “Bud Farm Grass Roots" ("BFGR") and published exclusively under LDRLY entity. However, ESG continued to publish the game under its original name for Android platforms. In 2016, BFGR made a total of $7,147,514 in gross revenue in 2016. The total revenue mix of $6,659,495 from micro-transactions (in-app purchases) and advertising revenue of $488,019. LDRLY received a gross profit of $4,805,933 for the year ended December 31, 2016.

Operating expenses increased in 2016, relative to the prior year. This was mainly attributable to an increase in advertising expense as of May 2016 related to the introduction of BFGR.

Year ended December 31, 2017

LDRLY focused on continued marketing investment self-published mobile games, including for BFGR and PFGR, and an accelerated launch of the "Bud Farm Quest for Buds" ("QFB") title to defend market share against competitive launches of LBC Studios Inc.'s “Hempire” title and Metamoki's "Wiz Khalifa Weed Farm” title in April 2017. Additionally, LDRLY incurred development costs of $347,301 for a new title, "Bud Farm 420", with a launch scheduled for April 2018, so as to refresh the overall "Bud Farm" franchise and defend market share against competitors.

In 2017, BFGR made a total of $4,993,758 ($7,147,514 – 2016) in gross revenue. The total revenue mix in BFGR was $4,519,105 from micro-transactions (in-app purchases) and advertising revenue of $484,343. Newly launched QFB made a total of $27,972 ($Nil – 2016) in gross revenue.

Revenue for 2017 was $5,022,169, a 29.70% decrease compared to 2016, in which we reported revenue of $7,147,514. The decrease in total revenue was driven by a $2,121,669 decrease in our revenue from microtransactions (in-app purchases), with advertising revenue stable at $0.5M million. The decrease in in-app purchases revenue was evenly distributed across our 'evergreen’ game titles (including BFGR and PFGR), while [$2.6M] in total 2017 marketing investment was primarily focused on PFGR of [$1,391,265] and BFGR of [$1,233,601].

LDRLY received a gross profit of $3,513,227 for the year ended December 31, 2017 compared to gross profit of $4,805,933 in 2016.

Operating expenses were lower for the year ended December 31, 2017 compared to the same period in 2016. This is mainly attributable to a [$873,039] reduction in total distribution and advertising expenses on “evergreen” games, offsetting the increased investment in game development of [$347,301] for BF420 in 2017.

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

Year ended December 31, 2018

In 2018, LDRLY focused on its self-published “evergreen” phase mobile games (PFGR, BFGR, QFB) and launched a new “growth” game BF420 in May.

On April 1 2018, LDRLY published BF420. The game was originally launched on Google in April 2018 and later launched on Apple iTunes in October 2018. This game was developed by ESG on behalf of LDRLY, and all the developmental costs remained in ESG with the exception of the outsourcing costs to Shiny Shoe LLC.

On July 1 2018, a separate office for LDRLY was opened in Nanaimo, BC. A share work space with a third party was setup for five months and in December 1, 2018, a lease was signed with the Nanaimo Port Authority for 12 months effective on that date, with a 3 year option to renew, for $3,952 per month. The lease was renewed for another year effective December 1, 2019, with no renewal option, for $4,089 per month.

Revenue for 2018 was $2,231,222, a 125% decrease compared to 2017 which was $5,022,169. The decrease in total revenue was primarily related to a $2,548,613 decrease in our revenue from micro-transactions (in-app purchases) and a $242,333 million decrease in our revenue from advertisements due to increased competition in the segment and full year impact of April 2017 launches of competing titles. The increased competition in the market negatively impacted revenue primarily from PFGR and BFGR as well as muting launch performance of BF420.

BFGR made a total of $1,865,174 ($4,993,758 – 2017) in gross revenue in 2018. QFB made a total of $32,596 ($27,972 – 2017) in gross revenue in 2018. BF420 had total gross revenue (including advertising revenue) of $36,990 in 2018 ($Nil – 2017).

LDRLY received a gross profit of $1,440,628 for the year ended December 31, 2018 compared to gross profit of $3,513,227 in 2017.

Operating expenses were lower for the year ended December 31, 2018 compared to the same period in 2017. This was mainly attributable to a $2,122,517 reduction in total advertising expenses on “evergreen” games vs previous year, and payment of royalty fees to ESG.

In Q4 2018, LDRLY began paying wages directly rather than staff being paid by ESG, as was the case previously. As a result, an additional $116,000 of wage expense was recorded as operating expense.

On November 1 2018, ESG completed its formal transfer of all "Bud Farm" franchise games to LDRLY for the purposes of facilitating its sale. See Appendix B Information Concerning Leaf & LDRLY for further discussion.

9 months ended September 30, 2019

In March 2019, LDRLY published “Bud Farm: Idle Tycoon” ("BFIT") on Google, and then later launched on Apple iTunes in April 2019. This game was developed by ESG on behalf of LDRLY, and all the developmental costs for that title remained in ESG.

On July 25 2019, LDRLY signed a contract with Cheech & Chong LLC for the development of a mobile game using the "Cheech & Chong" brand. LDRLY paid 50% of the licensing fee in that month, with the remaining 50% to be paid on the earlier of the game's launch date or August 1, 2020. The terms of the contract are subject to confidentiality provisions.

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

The revenue for the 9 month period ended September 30, 2019 was $5,044,617, a 228% increase compared to $1,535,722 for the same period in 2018. The primary driver of the return to revenue growth was the March launch of BFIT, generating revenue of $2,066,439 in micro transactions (in-app purchases) and $943,337 in advertising revenue, coupled with stable legacy game total revenue ($2,034,841 from BF420, BFGR/PFGR and PFL for the period).

LDRLY’s gross profit increased to $1,240,115 compared to a gross profit of $997,587 for the same period in 2018. Cost of sales also increased to $3,804,502 in the period, compared to $538,135 the same period in 2018. The cost of sales increase was driven by the BFIT launch marketing, growth-related distribution costs and payment of revenue share fees to ESG over the same period, relative to the same period in 2018.

Operating expenses of $1,229,773 remained stable compared to same period in 2018 of $1,229,593. Early phase development costs for the future "Cheech & Chong" title were included in the operating expenses.

EVENTS AFTER THE REPORTING PERIOD

On October 30, 2019, ESG and Leaf entered into a share purchase agreement for the purchase and sale of LDRLY. Additional information regarding the purchase/sale can be found in Appendix B Information Concerning Leaf & LDRLY .

Additionally, formal agreements were entered into between ESG and LDRLY with respect to the titles developed by ESG on behalf of LDRLY. Under such agreements, the former royalty payments to ESG will cease, with LDRLY to retain all revenues derived from most of its titles, excepting BFIT and the new "Cheech & Chong" title under development, which are subject to a revenue share arrangement as between LDRLY and ESG.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2018, LDRLY had working capital of $92,602 (December 31, 2017 - $108,328; December 31, 2016 - $107,021) including cash and cash equivalents of $363,484 (December 31, 2017 - $64,099; December 31, 2016 - $583,987).

As at September 30, 2019, LDRLY had working capital of $12,736, including cash and cash equivalents of $860,834.

LDRLY has adequate operating revenue to finance its existing obligations.

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

The chart below highlights LDRLY's cash flows during the nine month period ended September 30, 2019 and during the years ended December 31, 2018 and 2017.

	For the 9 month period ended September 30, 2019	For the year ended December 31, 2018	For the year ended December 31, 2017	For the year ended December 31, 2016
Cash flow from (used in) operating activities	(1,112,562)	(18,938)	48,579	153,420
Cash flows used in investingactivities	(26,070)	(18,164)	-	-
Cash flows provided by (used in) financing activities	1,635,982	336,487	(568,467)	428,489
Increase (decrease) in cash duringtheyear	497,350	299,385	(519,888)	581,909
Cash, beginning of year	363,484	64,099	583,987	2,078
Cash,end ofyear	860,834	363,484	64,099	583,987

The net cash outflows (inflows) from operating activities were $18,938 (December 31, 2017 - $(48,579); December 31, 2016 - $(153,420)). LDRLY had cash available of $363,484 for the year ended December 31, 2018 (December 31, 2017 - $64,099; December 31, 2016 - $583,987). The increase in cash outflows from operating activities is mainly attributed to a decrease in trade payables at year end.

For the nine month period ended September 30, 2019, net cash outflows (inflows) from operating activities was $1,112,562. LDRLY had cash available of $860,834 for that period. The increase in cash outflows from operating activities was mainly attributed to an increase in trade receivables at the period end.

Cash used by investing activities increased to $18,164 on December 31, 2018 (December 2017, 2016 - $nil) due to the purchase of furniture and computers.

Cash provided by (used by) financing activities for year ended December 31, 2018 improved by $904,953 compared to the prior year. There was a reduction of cash in the amount of $568,467 for the year ended December 31, 2017 and an improvement of $428,489 for the year ended December 31, 2016. Financing activities are solely based on an intercompany loan with ESG, and the loan payable has increased in December 31, 2018 by $336,487.

For the period ended September 30, 2019, cash used by investing activities increased by $26,070, due to the purchase of additional furniture and computers. Cash provided by (used by) financing activities in that period improved by $1,665,329 compared to the prior year. Financing activities are solely based on an intercompany loan with ESG, and the loan payable has increased in the period by $1,701,514. There was also a payment of lease obligations of $36,185.

RELATED PARTY TRANSACTIONS

In 2018, LDRLY incurred royalty fees of $75,884 (2017 - $1,888,695; 2016 - $2,829,428) to ESG, its parent company. An intercompany loan payable to ESG has increased by $336,487 to $595,689 as of December 31, 2018,

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

and to $2,267,856 as at September 30, 2019. Advances to ESG are due on demand, are non-interest bearing and have no set repayment terms.

FINANCIAL INSTRUMENT RISKS & EXPOSURES

LDRLY may be at risk for regulatory issues and fluctuations in exchange rates.

LDRLY’s financial instruments are exposed to certain financial risks, which include the following:

Credit risk

Credit risk arises from the potential that a counter party will fail to perform its obligations. LDRLY's main exposure to credit risk relates to its trade receivables. The credit risk is minimal since the balance of LDRLY’s receivables comes from large corporations who pay advertising and software sales revenue. There is no bad debt expense in the current year and in the opinion of LDRLY's management, none of the amounts comprising this balance were considered impaired.

Liquidity risk

Liquidity risk is the risk that LDRLY will encounter difficulties in meeting obligations when they become due. LDRLY intends to ensure that there is sufficient capital in order to meet short-term operating requirements, after taking into account LDRLY’s holdings of cash.

As at December 31, 2018, LDRLY had cash of $363,484 (December 31, 2017 - $64,099; December 31, 2016 - $583,987) to settle the total current liabilities of $598,726 (December 31, 2017 - $343,460; December 31, 2016 - $899,246).

As at September 30, 2019, LDRLY had cash of $860,834 to settle total current liabilities of $2,340,619.

LDRLY has sufficient cash flow to meet its short-term obligations and is therefore not exposed to significant liquidity risk.

Currency risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. At December 31, 2018, and as at September 30, 2019, LDRLY is exposed to foreign currency exchange risk on cash, trade receivables, and trade payables held in U.S. dollars. LDRLY has not hedged its exposure to currency fluctuations.

OFF-BALANCE SHEET ARRANGEMENTS

LDRLY has not entered into any off-balance sheet arrangements as at September 30, 2019 or as at December 31, 2018.

ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

IFRS 16 – Leases : specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless

8694880.1

LDRLY (Technologies) Inc. Management’s Discussion and Analysis For the 9 months ended September 30[th] , 2019 and Years Ended December 31, 2018, 2017 and 2016

the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17. The standard was issued in January 2016 and is effective for annual periods beginning on or after January 1, 2019. Management is currently evaluating the impact this standard will have on LDRLY’s financial statements.

8694880.1

85 -

APPENDIX I

PRO FORMA FINANCIAL INFORMATION

8694862.1

Caprice Business Development Canada Inc.

Unaudited Pro Forma Consolidated Financial Statements

(Expressed in Canadian dollars)

September 30, 2019

CAPRICE BUSINESS DEVELOPMENT CANADA INC. ProForma Consolidated Statement of Financial Position

As at September 30, 2019 (Unaudited - Expressed in Canadian dollars)

	LDRLY (Technologies) Inc. 1182533 B.C. Ltd Note Ref. Acquisition Adjustment Caprice Business Development Canada Inc. Note Ref. Pro Forma Adjustments Pro Forma Consolidated
ASSETS CURRENT Cash Trade receivables GST receivable Due from director Prepaid expense Advance payment NON-CURRENT Equipment Right-of-use assets Intangible assets LIABILITIES CURRENT Accounts payable and accrued liabilities Advances Due to related party Lease obligation - current portion NON-CURRENT Lease obligation SHAREHOLDER'S EQUITY Share capital Retained earnings (deficit)	860,834 40,618 - 318,696 3(b)(iv) 3,205,400 4,425,548 1,372,174 - - - - 1,372,174 2,136 14,905 - - - 17,041 - 910 - - - 910 92,739 - - 2,000 - 94,739 - 1,250,000 3(a) (1,250,000) - - -
	2,327,883 1,306,433 (1,250,000) 320,696 3,205,400 5,910,412 36,493 - - - - 36,493 50,062 - - - - 50,062 - - 3(a) 5,599,104 - - 5,599,104
	86,555 - 5,599,104 - - 5,685,659
	2,414,438 1,306,433 4,349,104 320,696 3,205,400 11,596,071
	28,403 33,200 - 77,237 - 138,840 - 49,940 - - - 49,940 2,267,856 - - - - 2,267,856 44,360 - - - - 44,360
	2,340,619 83,140 - 77,237 - 2,500,996 7,923 - - - - 7,923
	2,348,542 83,140 - 77,237 - 2,508,919
	77,470 1,588,323 3(a) 4,415,000 330,724 3(b)(i) (330,724) 10,248,723 3(a) (77,470) 3(b)(iii) 880,000 3(b)(iv) 3,205,400 3(b)(v) 160,000 (11,574) (365,030) 3(a) 11,574 (87,265) 3(b)(ii) 87,265 (1,161,571) 3(b)(iii) (636,541) 3(b)(v) (160,000)
	65,896 1,223,293 4,349,104 243,459 3,205,400 9,087,152
	2,414,438 1,306,433 4,349,104 320,696 3,205,400 11,596,071

See notes to unaudited proforma consolidated financial statements

CAPRICE BUSINESS DEVELOPMENT CANADA INC. ProForma Consolidated Statement of Loss and Comprehensive Loss For the Nine Months Ended September 30, 2019 (Unaudited - Expressed in Canadian dollars)

	LDRLY (Technologies) Inc. 1182533 B.C. Ltd Caprice Business Development Canada Inc. Note Ref. Pro Forma Adjustments Pro Forma Consolidated
REVENUE Gaming Advertising COST OF SALES GROSS PROFIT EXPENSES Administrative expenses Amortization of equipment and right-of-use asset Other operating expenses Research and development expenses Selling and distribution expenses INCOMER (LOSS) FROM OPERATIONS OTHER ITEMS Foreign exchange loss NET AND COMPREHENSIVE LOSS FOR THE PERIOD BASIC AND DILUTED NET LOSS PER COMMON SHARE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	3,951,698 - - - 3,951,698 1,092,919 - - - 1,092,919
	5,044,617 - - - 5,044,617 3,804,502 - - - 3,804,502
	1,240,115 - - - 1,240,115
	865,871 303,842 65,173 - 1,234,886 38,925 - - - 38,925 160,436 8,467 - 3(b)(iii) 636,541 965,444 3(b)(v) 160,000 111,429 - - - 111,429 53,112 5,424 - - 58,536
	1,229,773 317,733 65,173 796,541 2,409,220
	10,342 (317,733) (65,173) (796,541) (1,169,105) (54,213) - - - (54,213)
	(43,871) (317,733) (65,173) (796,541) (1,223,318)
	(0.01)
	212,762,500

See notes to the unaudited proforma consolidated financial statements

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

ProForma Consolidated Statement of Loss and Comprehensive Loss For the Year Ended December 31, 2018 (Unaudited - Expressed in Canadian dollars)

	LDRLY (Technologies) Inc. 1182533 B.C. Ltd Caprice Business Development Canada Inc. Note Ref. Pro Forma Adjustments Pro Forma Consolidated
REVENUE Gaming Advertising COST OF SALES GROSS PROFIT EXPENSES Administrative expenses Amortization of equipment Other operating expenses Research and development expenses Selling and distribution expenses LOSS FROM OPERATIONS OTHER ITEMS Foreign exchange gain NET AND COMPREHENSIVE LOSS FOR THE YEAR BASIC AND DILUTED NET LOSS PER COMMON SHARE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	1,989,213 - - - 1,989,213 242,009 - - - 242,009
	2,231,222 - - - 2,231,222 790,594 - - - 790,594
	1,440,628 - - - 1,440,628
	143,138 45,526 22,092 - 210,756 2,479 - - - 2,479 33,338 1,771 - - 35,109 799,625 - - - 799,625 514,081 - - - 514,081
	1,492,661 47,297 22,092 - 1,562,050
	(52,033) (47,297) (22,092) - (121,422) 51,989 - - - 51,989
	(44) (47,297) (22,092) - (69,433)
	(0.00)
	209,262,500

See notes to unaudited proforma consolidated financial statements

Caprice Business Development Canada Inc. Notes to the Pro Forma Consolidated Financial Statements (Unaudited - Expressed in Canadian dollars)

1. Basis of presentation

The accompanying unaudited pro forma consolidated statement of financial position and statements of income (loss) and comprehensive loss of LDRLY (Technologies) Ltd. (“LDRLY”) have been prepared by management to reflect the acquisition (the “Acquisition”) of LDRLY by 1182533 B.C. Ltd. (“Leaf”) and the Amalgamation (the “Qualifying Transaction”) between Leaf and 1220311 B.C. Ltd. (SubCo), a wholly-owned subsidiary of Caprice Business Development Canada Inc. (Caprice), a capital pool company whose common shares are listed for trading on the TSX Venture Exchange (the “Exchange”).

The unaudited pro forma consolidated statement of financial position and the statements of loss and comprehensive loss have been prepared using the accounting policies and practices consistent with those used in the preparation of LDRLY’s, Leaf’s and Caprice’s recent financial statements, all three of which are prepared under International Financial Reporting Standards (“IFRS”). In the opinion of management, the unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the transactions contemplated in the SPA and Qualifying Transaction Agreement.

Certain significant estimates have been made by management in the preparation of these pro forma consolidated financial statements, in particular, the determination of the fair value of LDRLY’s assets and liabilities acquired and the fair value of the consideration given by Leaf.

The unaudited pro forma consolidated statement of financial position and the consolidated statements of loss and comprehensive loss have been compiled from and include:

The unaudited pro forma consolidated statement of financial position as at September 30, 2019 has been compiled from:

The statement of financial position of LDRLY as at September 30, 2019, obtained from the condensed interim financial statements of LDRLY for the nine months ended September 30, 2019
The statement of financial position of Leaf as at September 30, 2019, obtained from the audited financial statements of Leaf for the nine months ended September 30, 2019
The statement of financial position of Caprice as at September 30, 2019, obtained from the condensed interim financial statements of Caprice for the nine months ended September 30, 2019

The unaudited pro forma consolidated statement of loss and comprehensive loss for the nine months ended September 30, 2019 has been compiled from:

The statement of loss and comprehensive loss of LDRLY as at September 30, 2019, obtained from the condensed interim financial statements of LDRLY for the nine months ended September 30, 2019
The statement of loss and comprehensive loss of Leaf as at September 30, 2019, obtained from the audited financial statements of Leaf for the nine months ended September 30, 2019
The statement of loss and comprehensive loss of Caprice as at September 30, 2019, obtained from the condensed interim financial statements of Caprice for the nine months ended September 30, 2019

The unaudited pro forma consolidated statement of loss and comprehensive loss for the year ended December 31, 2018 has been compiled from:

The statement of loss and comprehensive loss of LDRLY for the year ended December 31, 2018, obtained from the audited financial statements of LDRLY for the year ended December 31, 2018
The statement of loss and comprehensive loss of Leaf for the year ended December 31, 2018, obtained from the audited financial statements of Leaf for the period ended December 31, 2018
The statement of loss and comprehensive loss of Caprice for the year ended December 31, 2018, obtained from the financial statements of Caprice for the year ended December 31, 2018

The unaudited pro forma consolidated statement of financial position and pro forma consolidated statements of loss and comprehensive loss have been prepared as if the transaction had occurred as of September 30, 2019 for the purposes of the pro forma consolidated statement of financial position and September 30, 2019 for the purposes of the pro forma consolidated statements of loss and comprehensive loss for the nine months ended September 30, 2019.

Caprice Business Development Canada Inc. Notes to the Pro Forma Consolidated Financial Statements (Unaudited - Expressed in Canadian dollars)

1. Basis of presentation (continued)

The unaudited pro forma consolidated statement of financial position and statements of loss and comprehensive loss have been prepared for illustration purposes only and may not be indicative of the combined results or financial position had the Acquisition been in effect at the date indicated.

2. The proposed transactions

Acquisition of LDRLY by Leaf

Pursuant to the Share Purchase Agreement (“SPA”) signed on October 29, 2019, Leaf will acquire all of the issued and outstanding securities in the capital of LDRLY from Eastside Games. In consideration, Eastside Games will receive $1,250,000 in cash (paid on February 14, 2019), and 55,187,500 Leaf common shares.

After the Amalgamation, all Leaf Shares issued to Eastside Games under the LDRLY Agreement will be exchanged for Caprice Shares on a one for one basis. It is thus anticipated that, upon Completion of the Qualifying Transaction, Eastside Games will hold 55,187,500 Caprice Shares, representing 27.06% (if the Minimum Offering is completed) or 26.25% (if the Maximum Offering is completed) of the Caprice Shares anticipated to be issued and outstanding at that time.

The transaction, as presented in the pro forma consolidated financial statements, is considered a business acquisition and has been accounted for in accordance with IFRS 3. For accounting purposes, the purchase price, calculated as the fair value of consideration received, being Leaf’s common shares and cash, was allocated to the identifiable assets and liabilities being acquired. The remaining difference was allocated to intangible assets. On acquisition, LDRLY’s share capital and deficit were eliminated.

Amalgamation between Leaf and Caprice

On October 29, 2019, Leaf, Caprice and SubCo entered into an Amalgamation Agreement to amalgamate and form Amalco. The property of each of Leaf and Subco will become property of Amalco, which will continue to be liable for the obligations of each of Leaf and Subco.

Pursuant to the Amalgamation Agreement, each one Leaf Share will be exchanged for one Caprice share; and all of the Subco shares will be exchanged for one Caprice share. As a result, 129,762,500 Caprice shares will be issued to Leaf shareholders, and the transaction will be a "reverse takeover" transaction under the policies of the TSX Venture Exchange. In addition, 1,000,000 Caprice shares will be issued as finder’s fees.

In connection with the transaction, Leaf will complete a private placement of a minimum of 21,312,500 shares for minimum total gross proceeds of $3,410,000 at a price of $0.16 per share, less estimated transaction costs of $204,600 (6% cash commission of total gross proceeds). The agent will also receive a minimum of 1,278,750 (6% of the total shares sold) broker warrants exercisable into common shares for 24 months at $0.16 per share.

The transaction has been presented, in the pro forma consolidated financial statements, as a reverse acquisition with recapitalization in accordance with IFRS 2. Upon completion of the transaction, the combined venture will continue to carry on the business of Leaf, the legal subsidiary, and will be listed on TSX-V. For accounting purposes Leaf is deemed to be the acquirer and Caprice the acquiree. As such, Leaf's balances were accounted for at cost and Caprice was accounted for as if it were acquired as at closing of the transaction. Caprice's historical share capital and deficit were eliminated, the consideration transferred by Caprice was allocated to share capital and transaction costs were expensed. Authorized and issued share capital, presented on the consolidated financial statements, is of Caprice, the legal parent.

Caprice Business Development Canada Inc. Notes to the Pro Forma Consolidated Financial Statements (Unaudited - Expressed in Canadian dollars)

3. Pro forma assumptions and adjustments

The unaudited pro forma consolidated financial statements give effect to the following assumptions and adjustments:

a) For the purpose of determining the value of the purchase price consideration for the acquisition, the company used $1,250,000 in cash consideration and 55,187,500 Leaf Shares at $0.08 per share, as a total consideration of $5,665,000.

The preliminary allocation of the purchase price is as follows:

Purchase price consideration

Common shares of Leaf issued for the Share Purchase Agreement Fair value per share - September 30, 2019 Share consideration Cash consideration Allocation of purchase price Cash Trade receivables GST receivable Prepaid expense Equipment Right-of-use assets Accounts payable and accrued liabilities Due to related party Lease obligation - current portion Lease obligation Intangible assets	55,187,500 $ 0.08
	4,415,000 1,250,000
	$ 5,665,000
	$ 860,834 1,372,174 2,136 92,739 36,493 50,062 (28,403) (2,267,856) (44,360) (7,923) 5,599,104
	$ 5,665,000

On acquisition, LDRLY’s historical share capital of $77,470 and historical deficit of $11,574 are eliminated.

b) The following assumptions and adjustments were made to account for the Amalgamation transaction:
i. A reduction in share capital of $330,724 to eliminate Caprice’s historical share capital.
ii. An adjustment to $87,265 to eliminate the Caprice’s historical deficit.
iii. An increase of $880,000 to share capital and $636,541 transaction cost expense has been allocated based on the following:

	Amount
Consideration transferred (5,500,000 Caprice shares at a price of $0.16 per share)	$ 880,000
Cash Prepaid expenses Accounts payable and accrued liabilities Transaction costs	318,696 2,000 (77,237) 636,541
	$ 880,000

iv. An increase in cash and share capital in the amount of $3,410,000 less estimated issuance costs of $204,600.

Caprice Business Development Canada Inc. Notes to the Pro Forma Consolidated Financial Statements (Unaudited - Expressed in Canadian dollars)

v. An increase of $160,000 to share capital resulting from issuance of 1,000,000 Caprice shares as finder’s fees.

4. Pro forma share capital

(a) The following table summarizes the pro-forma share capital:

Common shares resulting from Acquisition Common share of LDRLY outstanding at September 30, 2019 Common share of Leaf outstanding at September 30, 2019 (Pre-Acquisition) Issuance of shares pursuant to Share Purchase Agreement Elimination of LDRLY’s share capital Leaf’s common shares (Post-Acquisition) Common shares resulting from Amalgamation Leaf’s common shares (Post-Acquisition) Common shares of Caprice outstanding at September 30, 2019 Eliminate Caprice’s equity Fair value of net assets received as consideration Finder’s fees issued pursuant to the Amalgamation Agreement Shares issued in relation to the private placement net of issue costs Caprice’s common shares at September 30, 2019	Number 791,916 129,762,500 55,187,500 (791,916) 184,950,000 184,950,000 5,500,000 - - 1,000,000 21,312,500 212,762,500	Amount
		77,470 1,588,323 4,415,000 (77,470)
		6,003,323 6,003,323 330,724 (330,724) 880,000 160,000 3,205,400
		10,248,723

(b) The weighted average shares outstanding for Caprice have been adjusted to reflect the additional shares resulting from the transactions noted in note 3.

	September 30, 2019
Pro forma net loss for the period	(1,223,318)
Weighted average number of shares	5,500,000
Adjustment for estimated number of shares to be issued for acquisition	207,262,500
Pro forma weighted average number of shares-basic and diluted	212,762,500
Pro forma basic and diluted lossper share	(0.01)
	December 31, 2018
Pro forma net loss for the year	(69,433)
Weighted average number of shares	2,000,000
Adjustment for estimated number of shares to be issued for acquisition	207,262,500
Pro forma weighted average number of shares-basic and diluted	209,262,500
Pro forma basic and diluted lossper share	(0.00)

86 -

APPENDIX J

INFORMATION REGARDING THE BUSINESS TO BE CONDUCTED AT THE ANNUAL GENERAL MEETING OF CAPRICE BUSINESS DEVELOPMENT CANADA INC

FINANCIAL STATEMENTS

The audited financial statements of Caprice for the fiscal year ended December 31, 2019, together with the report of the auditor, and related management discussion and analysis, will be placed before the Caprice Meeting for consideration.

ELECTION OF DIRECTORS

Management is nominating four individuals to stand for election as directors.

The directors of Caprice are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. Management proposes to nominate the persons listed below for election as directors of Caprice to serve until their successors are elected or appointed. In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by Management will be voted for the nominees listed in this Information Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following table sets out the names of the persons to be nominated for election as directors, the positions and offices which they presently hold with Caprice, their respective principal occupations or employments during the past five years if such nominee is not presently an elected director and the number of shares of Caprice which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular:

Name, Province/State and Country of Residence and Other Positions, if any, held with Caprice	Date First Became a Director	Principal Occupation	Number of Shares1
DEREK LEW British Columbia, Canada CEO and Director	November 29, 2018	Chief Executive Officer of Caprice since March 4, 2019. President and Chief Executive Officer of Growth Works Capital since August 24, 2015, an active venture capital investor. Partner with Initio Group Inc. (“Initio”), a Vancouver-based early stage angel investment firm. Self- employed lawyer since January 2001 with experience in the areas of corporate, commercial and real estate law.	1,000,000
IAN MACLEOD~~2~~ British Columbia, Canada Corporate Secretary and Director	November 29, 2018	Corporate Secretary of Caprice since March 14, 2019. General Counsel of Teligence Group Capital since 2006.	400,000~~4~~
MARK RUTLEDGE~~2~~ British Columbia, Canada Director	November 29, 2018	Chief Executive Officer of Motto Technologies PLC since May 2018, a London, UK based technology company. President of Carraway Capital Corporation since May 1998, a Vancouver-based early-stage angel investment group	400,000~~5~~

8694862.1

87 -

MARK TOMMASI~~2~~ British Columbia, Canada Director	March 4, 2019	Owner of 622738 BC Ltd., a private investment company that provides consulting services to public and private companies	100,000~~6~~

Notes:

Information as to voting shares beneficially owned, not being within the knowledge of Caprice, has been furnished by the respective nominees individually.
Member of Audit Committee.
Derek Lew owns these shares indirectly through Growthworks Blockchain Innovation Fund I LP.
Ian MacLeod owns these shares indirectly through Tenuous Holdings Ltd.
Mark Rutledge owns these shares indirectly through Carraway Capital Corp.
Mark Tommasi owns these shares indirectly through 622738 B.C. Ltd.

None of the proposed nominees for election as a director of Caprice are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of Caprice acting solely in such capacity.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director is, as at the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including Caprice) that:

(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.

For the purposes hereof, the term “order” means:

(a) a cease trade order;
(b) an order similar to a cease trade order; or
(c) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days.

No proposed director:

(a) is, as 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 Caprice) that, while such person was acting in such capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets; or
(b) has, within 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or

8694862.1

88 -

become subject to or instituted any proceedings, arrangement or compromise with creditors, or has a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director has been subject to:

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

STATEMENT OF EXECUTIVE COMPENSATION

For the purpose of this Appendix J to the Information Circular:

" CEO " means each individual who acted as chief executive officer of Caprice or acted in a similar capacity for any part of the most recently completed financial year;

" CFO " means each individual who acted as chief financial officer of Caprice or acted in a similar capacity for any part of the most recently completed financial year; and

" Named Executive Officer " or " NEO " means: (a) a CEO; (b) a CFO; (c) Caprice's most highly compensated executive officers, including any of Caprice’s subsidiaries, or the 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 and 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 – Venture Issuers , for that financial year; and (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of Caprice, nor acting in a similar capacity at the end of the most recently completed financial year.

During the year ended December 31, 2019, Caprice had two Named Executive Officers, namely Derek Lew, the CEO of Caprice, and Mark Leung, the CFO of Caprice.

All dollar amounts referenced herein are Canadian Dollars unless otherwise specified.

Oversight and Description of Director and Named Executive Officer Compensation

Caprice is a capital pool company, or "CPC" in accordance with the policies of the TSXV and at present does not conduct any active business operations other than looking for acquisition opportunities.

As a CPC, Caprice is prohibited from paying any kind of remuneration, including salaries, consulting fees, management fees or directors' fees, to non-arm's length parties until such time as it completes its Qualifying Transaction, except for the granting from time to time of stock options in accordance with the requirements of the TSXV and Caprice's stock option plan.

8694862.1

89 -

Consequently, (i) Caprice does not presently have any agreements in place with its Named Executive Officers or directors; (ii) the Caprice Board has not adopted any specific policies or practices to determine the compensation for Caprice's directors and officers, and (iii) the Caprice Board has not yet formed a compensation committee or a nominating committee.

Upon completion of the proposed Qualifying Transaction with Leaf, it is anticipated Caprice will provide a blend of base salaries, bonuses and equity incentive components in the form of stock options to further align the interests of its new directors and management with the interests of its shareholders.

Director and Named Executive Officer Compensation

The following table (presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers ) sets forth all annual and long term compensation for services (excluding compensation securities) paid to or earned by each director and NEO for the two most recently completed financial year ended December 31, 2019 and the period from incorporation (November 28, 2018) to December 31. 2018.

Table of Compensation excluding Compensation Securities

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compen- sation ($)	Total compen- sation ($)
Derek Lew CEO and _Director _	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Mark Leung CFO	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Ian MacLeod Corporate Secretary and Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Mark Rutledge Director	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil
Mark Tommasi _Director _	2019 2018	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

Stock Options and Other Compensation Securities

The only compensation securities available to be issued or granted by Caprice to its directors and NEOs during the financial year ended December 31, 2019 were incentive stock options under Caprice’s stock option plan.

The following table sets forth all compensation securities granted or issued to each NEO and director by Caprice in the financial year ended December 31, 2019 for services provided or to be provided, directly or indirectly, to Caprice:

8694862.1

90 -

Name and Position	Type of compen -sation security	Number of compensation securities, number of underlying securities, and percentage of class (#)	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Derek Lew CEO and _Director _	Stock options	110,000 2.0%	15/07/19	0.10	n/a1	0.1552	15/07/29
Mark Leung CFO	Stock options	110,000 2.0%	15/07/19	0.10	n/a1	0.1552	15/07/29
Ian MacLeod Corporate Secretary and Director	Stock options	110,000 2.0%	15/07/19	0.10	n/a1	0.1552	15/07/29
Mark Rutledge Director	Stock options	110,000 2.0%	15/07/19	0.10	n/a1	0.1552	15/07/29
Mark Tommasi _Director _	Stock options	110,000 2.0%	15/07/19	0.10	n/a1	0.1552	15/07/29

Notes:

Granted prior to Caprice’s July 22, 2019 listing on the TSXV.
Last trading price prior to the August 2, 2019 halt on the TSXV.

Exercise of Compensation Securities by Directors and NEOs

The following table discloses each exercise by a director or NEO of compensation securities during the financial year ended December 31, 2019:

Name and Position	Type of compen -sation security	Number of underlying securities exercised	Exercise price per security ($)	Date of exercise	Closing price of security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Derek Lew CEO and _Director _	Stock options	nil	n/a	n/a	n/a	n/a	n/a
Mark Leung CFO	Stock options	nil	n/a	n/a	n/a	n/a	n/a
Ian MacLeod Corporate Secretary and Director	Stock options	nil	n/a	n/a	n/a	n/a	n/a
Mark Rutledge Director	Stock options	nil	n/a	n/a	n/a	n/a	n/a
Mark Tommasi _Director _	Stock options	nil	n/a	n/a	n/a	n/a	n/a

Stock Option Plans and Other Incentive Plans

Caprice has a "rolling" Stock Option Plan in place, pursuant to which the maximum number of options that may be reserved for issuance or issued in any 12 month period is limited to 10% of the issued and outstanding securities of Caprice. While Caprice is a CPC, the maximum number of options that may be issued or reserved for issuance is limited to 550,000 common shares.

8694862.1

91 -

The underlying purpose of the Stock Option Plan is to attract and motivate the directors, officers, employees and consultants of Caprice and to advance the interests of Caprice by affording such persons with the opportunity to acquire an equity interest in Caprice through rights granted under the Stock Option Plan. For details of the Stock Option Plan, see "Renewal of Stock Option Plan" below.

Caprice has no other form of compensation plan under which equity securities of Caprice are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

Employment, Consulting and Management Agreements

There were no agreements or arrangements in place under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to Caprice that were:

(a) performed by a director or named executive officer, or
(b) performed by any other party but are services typically provided by a director or a named executive officer,

other than the grant of options under the Plan, and the reimbursement of expenses any director or NEO may have incurred on behalf of Caprice.

In particular, there were no agreements or arrangement containing provisions with respect to change of control, severance, termination or constructive dismissal.

Pension disclosure

Caprice does not provide any form of pension to any of its directors or Named Executive Officers.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information regarding the number of Caprice Shares to be issued upon the exercise of outstanding options and the weighted-average exercise price of the outstanding options in connection with the Stock Option Plan as at December 31, 2019:

Plan Category	Number of Caprice Shares to be issued upon exercise of outstanding options	Weighted average exercise price of outstanding options ($)	Number of Caprice Shares remaining available for future issuance under equity compensation plan
Equity compensation plans approved by security holders	550,000	0.10	nil
Equity compensation plans not approved by security holders	nil	nil	nil
Total	550,000	0.10	nil

8694862.1

92 -

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the last completed financial year was any current director, executive officer or employee or any former director, executive officer or employee of Caprice, or any proposed nominee for election as a director of Caprice (i) indebted to Caprice; or (ii) indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Caprice, other than routine indebtedness.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of Caprice, other than as disclosed in the Information Circular, no informed person or nominee for election as a director of Caprice, or any associate or affiliate of an informed person or proposed director, has or had any material interest, direct or indirect, in any transaction since the commencement of Caprice's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Caprice or any of its subsidiaries. The term "informed person" as defined in National Instrument 51-102 Continuous Disclosure Obligations means a director or executive officer of Caprice, or any person or company who beneficially owns, directly or indirectly, voting securities of Caprice or who exercises control or direction over voting securities of Caprice carrying more than 10% of the voting rights attached to all outstanding voting securities of Caprice, other than voting securities held by the person or company as underwriter in the course of a distribution.

APPOINTMENT OF AUDITOR

Management proposes to nominate Dale Matheson Carr-Hilton Labonte LLP (" DMCL "), Chartered Professional Accountants, as Caprice’s auditors for the ensuing year. DMCL have been the auditors of Caprice since February 27, 2019. Accordingly, unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the appointment of DMCL as auditors of Caprice for the financial year ending December 31, 2020 and to authorize the directors to fix the auditors’ remuneration.

MANAGEMENT CONTRACTS

Management functions of Caprice are generally performed by directors and senior officers of Caprice and not, to any substantial degree, by any other person to whom Caprice has contracted.

AUDIT COMMITTEE

Pursuant to the provisions of applicable corporate and securities law, and the policies of the TSXV, Caprice is required to have an Audit Committee comprised of at least three directors, the majority of which must not be officers or employees of Caprice.

Caprice must also, pursuant to the provisions of National Instrument 52-110 Audit Committees (" NI 52-110 "), have a written charter, which sets out the duties and responsibilities of its audit committee. In providing the following disclosure, Caprice is relying on the exemption provided under NI 52-110, which allows for the short form disclosure of the audit committee procedures of venture issuers.

8694862.1

93 -

Audit Committee's Charter

Mandate

The primary function of the audit committee (the " Committee ") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by Caprice to regulatory authorities and shareholders, Caprice's systems of internal controls regarding finance and accounting, and Caprice's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, Caprice's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor Caprice's financial reporting and internal control system and review Caprice's financial statements.
Review and appraise the performance of Caprice's external auditors.
Provide an open avenue of communication among Caprice's auditors, financial and senior management and its board of directors.

Composition

The Committee shall be comprised of at least three directors as determined by Caprice's board of directors, the majority of whom shall be free from any relationship that, in the opinion of the board of directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee should have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate so as to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Charter, the definition of " financially literate " is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by Caprice's financial statements.

The members of the Committee shall be elected by Caprice's board of directors at its first meeting following each annual shareholders’ meeting. Unless a Chair is elected by the full board of directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least once quarterly, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

8694862.1

94 -

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review Caprice's financial statements, MD&A and any annual and interim earnings, press releases pertaining to financial matters before Caprice publicly discloses this information, and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of Caprice.
(b) Obtain annually, a formal written statement from the external auditors setting forth all relationships between the external auditors and Caprice, consistent with Independence Standards Board - Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of Caprice's accounting principles, internal controls and the completeness and accuracy of Caprice's financial statements.
(g) Review and approve Caprice's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of Caprice.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by Caprice's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to Caprice constitutes not more than five percent of the total amount of revenues paid by Caprice to its external auditors during the fiscal year in which the non-audit services are provided;

8694862.1

95 -
ii. such services were not recognized by Caprice at the time of the engagement to be non-audit services; and
iii. such services are promptly brought to the attention of the Committee by Caprice and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of Caprice's financial reporting process, both internal and external.
(b) Consider the external auditors’ judgments about the quality and appropriateness of Caprice's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to Caprice's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Establish a procedure for the confidential, anonymous submission by employees of Caprice of concerns regarding questionable accounting or auditing matters.

Other

Review, with Caprice's counsel, any legal matters that could have a significant impact on Caprice's financial statements; and to review any related-party transactions.

8694862.1

96 -

Composition of the Audit Committee

The Audit Committee is comprised of the following members:

Ian MacLeod	Independent(1)	Financiallyliterate(1)
Mark Rutledge	Independent(1)	Financially literate(1)
Mark Tommasi	Independent(1)	Financiallyliterate(1)

Note:

(1) As defined by NI 52-110.

Relevant Education and Experience

All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance 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 Caprice's financial statements, and have an understanding of internal controls.

In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is as follows:

Ian MacLeod - Mr. MacLeod is the Corporate Secretary and General Counsel to the Teligence Group of Companies from 2007 to present. The Teligence Group actively pursues the acquisition of promising opportunities in the area of telecom, payments, Ecommerce and software development. Mr. MacLeod is responsible for acquisitions, structuring and strategic direction of the Teligence portfolio. Mr. MacLeod holds a BA from Western University and an LLB from the University of British Columbia. By virtue of his corporate and academic experience, Mr.MacLeod has received sufficient training in business and financial acumen to be considered financially literate.

Mark Rutledge - Mr. Rutledge has experience in technology, start-up structure and financing, and public markets. He is currently the Chief Executive Officer of Motto Technologies PLC, headquartered in London, UK, which is building a wealth management platform centered on digital currencies, aimed at millennials. Motto is regulated under the Financial Conduct Authority of the United Kingdom. Mr. Rutledge is also the President of Carraway Capital Corporation, a Vancouver-based early-stage angel investment group. In the early 2000s, Mr. Rutledge was the co-Founder of InternetStudios.com, one of the early pioneers in the streaming of digital media. InternetStudios was publicly traded in the United States from 1998-2003. Prior to that, Mr. Rutledge practised securities and entertainment law in Vancouver. Mr. Rutledge holds a BA cum laude and an LLB from the University of British Columbia. By virtue of his corporate and academic experience, Mr. Rutledge has received sufficient training in business and financial acumen to be considered financially literate.

Mark Tommasi - Mr. Tommasi the owner of 622738 BC Ltd., a private investment company that provides consulting services to public and private companies. Mr. Tommasi currently serves as a director and member of the audit committee of several public companies and, in such roles, has had experience with the review and understanding of the accounting principles relevant to public companies.

8694862.1

97 -

Audit Committee Oversight

At no time since the commencement of Caprice's most recent completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Caprice Board.

Reliance on Certain Exemptions

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

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

External Auditor Service Fees (By Category)

The aggregate fees billed by Caprice's external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees1	Tax Fees2	All Other Fees3
2019 2018	$8,000 $7,750	$2,000 Nil	Nil Nil	Nil Nil

Notes:

Fees charged for assurance and related services reasonably related to the performance of an audit, and not included under "Audit Fees".
Fees charged for tax compliance, tax advice and tax planning services.
Fees for services other than disclosed in any other column.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Caprice Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Caprice Board and who are charged with the day-to-day management of Caprice. National Policy 58-201 Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Caprice Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (" NI 58101 ") Caprice is required to disclose its corporate governance practices, as summarized below. The Caprice Board will continue to monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.

8694862.1

98 -

Board of Directors

The Caprice Board is currently composed of four directors, namely Derek Lew, Ian MacLeod, Mark Rutledge and Mark Tommasi. All of the current directors will be standing for re-election as directors at the Caprice Meeting. However, see "Appendix C Information Concerning the Resulting Issuer " for details of the proposed directors of Caprice following completion of the Qualifying Transaction.

NI 58-101 suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as "independent" directors. An "independent" director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of Caprice, other than interests and relationships arising from shareholding. In addition, where a company has a significant shareholder, NP 58-101 suggests that the board of directors should include a number of directors who do not have interests in either the company or the significant shareholder. Of the proposed nominees of Caprice, Ian MacLeod, Mark Rutledge and Mark Tommasi are considered by the Caprice Board to be "independent" within the meaning of NI 58-101 and Derek Lew (CEO) is considered to be "non-independent".

Each member of the Caprice Board understands that he is entitled, at the cost of Caprice, to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances. No director found it necessary to do so during the financial year ended December 31, 2019.

Directorships

The following directors of Caprice are presently directors of other reporting issuers as set out below:

below:
Director	Other Reporting Issuer(s)	Exchange
Derek Lew	Plank Ventures Ltd. Mobio Technologies Inc. Aether Catalyst Solutions Inc.	Reporting but not listed TSXV Canadian Securities Exchange
Mark Tommasi	HIT Technologies Inc. Zadar Ventures Ltd.	TSXV TSXV

Orientation and Continuing Education

The Caprice Board briefs all new directors with respect to the policies of the board and other relevant corporate and business information. The Caprice Board does not provide any continuing education.

Ethical Business Conduct

As Caprice is a CPC and, at present, does not conduct any active business operations, the Caprice Board has found that the fiduciary duties placed on individual directors by Caprice'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 Caprice Board operates independently of management and in the best interests of Caprice.

8694862.1

99 -

Nomination of Directors

The Caprice Board determines new nominees to the Caprice Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Caprice Board members, including both formal and informal discussions among Board members. Caprice conducts the due diligence, reference and background checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to Caprice, the ability to devote the time required and a willingness to serve.

Compensation

As Caprice is a CPC, Caprice is prohibited from paying any kind of remuneration to directors until such time as it completes its qualifying transaction. Upon completion of its qualifying transaction, Caprice anticipates that its Board will conduct reviews with regard to the compensation of the directors and officers once a year, taking into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies.

Other Board Committees

The Caprice Board has no committees other than the Audit Committee. All Caprice Board decisions are made by full board of director meetings or consent resolutions.

Assessments

Being a venture issuer with limited administration resources, the Caprice Board works closely with management and, accordingly, is in a position to assess individual director’s performance on an ongoing basis.

OTHER MATTERS TO BE ACTED UPON

Annual Approval of Stock Option Plan

Background

Caprice has adopted an incentive stock option plan in accordance with the policies of the TSXV (the " Stock Option Plan ") which provides that the Caprice Board may from, time to time, in its discretion, grant to directors, officers, employees and consultants of Caprice non-transferable options to purchase Common Shares, provided that the number of common shares reserved for issuance under the Stock Option Plan shall not exceed 10% of the issued common shares outstanding from time to time (calculated at the time of any particular grant).

The TSXV requires listed companies who have “rolling” stock option plans in place to receive shareholder approval to such plan on a yearly basis at Caprice’s annual general meeting. Accordingly, the directors of Caprice wish to ratify and approve the Stock Option Plan.

The Stock Option Plan has been established to provide incentive to qualified parties to increase their proprietary interest in Caprice and thereby encourage their continuing association with Caprice. The Stock Option Plan is administered by the Caprice Board and provides that options

8694862.1

100 -

will be issued to directors, officers, employees or consultants of Caprice or a subsidiary of Caprice.

Material Terms of the Stock Option Plan

The Stock Option Plan provides that the terms of the options and the option price may be fixed by the Caprice Board subject to the price restrictions and other requirements of the TSXV. The Stock Option Plan also provides that no option may be granted to any person except upon the recommendation of the Caprice Board, and only directors, officers, employees, consultants and other key personnel of Caprice or any subsidiary may receive options. Options granted under the Stock Option Plan may not be exercisable for a period longer than five years and the exercise price must be paid in full upon exercise of the option.

The Stock Option Plan is subject to the additional following restrictions:

(a) Caprice shall not grant options to any one person in any 12 month period which could, when exercised, result in the issuance of common shares exceeding 5% of the issued and outstanding common shares of Caprice;
(b) Caprice shall not grant options to any one consultant in any 12 month period which could, when exercised, result in the issuance of common shares exceeding 2% of the issued and outstanding common shares of Caprice;
(c) Caprice shall not grant options in any 12 month period, to persons employed or engaged by Caprice to perform investor relations activities which could, when exercised, result in the issuance of common shares exceeding, in the aggregate, 2% of the issued and outstanding common shares of Caprice;
(d) if any option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares in respect of which the option expired or terminated shall again be available for the purposes of the Stock Option Plan;
(e) if an option holder dies, any vested option held by him or her at the date of death will become exercisable by the optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such optionee and the date of expiration of the term otherwise applicable to such option;
(f) if an option holder ceases to be a director, officer or employed by or provide services to Caprice, other than by reason of death, the options granted will expire on the 90th day following the date the option holder ceases to be affiliated with Caprice (30 days if the option holder was providing investor relation services), subject to any regulatory requirements;
(g) all options granted to consultants performing investor relations activities will vest in stages over 12 months with no more than one-quarter of the options vesting in any three month period; and
(h) the Caprice Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Stock Option Plan with respect to all common shares under the Stock Option Plan in respect of options which have not yet been granted under the Stock Option Plan, subject to regulatory approval.

8694862.1

101 -

A four month hold period (commencing on the date the stock options are granted) is required for options granted to insiders of Caprice or granted at any discount to the Market Price (as defined in TSXV Policy 1.1). Notice of options granted under the Stock Option Plan must be given to the TSXV at the end of each calendar month in which stock options are granted. Any amendments to the Stock Option Plan must also be approved by the TSXV and, if necessary, by the shareholders of Caprice prior to becoming effective.

While Caprice is a CPC, the maximum number of options that may be issued or reserved for issuance is limited to 550,000 common shares.

A copy of the Stock Option Plan may be inspected at the offices of Owen Bird Law Corporation, 29th Floor, 595 Burrard Street, Vancouver, British Columbia, until the business day immediately preceding the date of the Caprice Meeting.

Outstanding Options

As at the date of the Information Circular, Caprice has options outstanding under the Stock Option Plan to purchase 550,000 common shares, representing 100% of the available options which could be granted under the Stock Option Plan, and 10% of the issued common shares, as at that date.

Annual Shareholder Approval of the Stock Option Plan

Shareholders will be asked at the Caprice Meeting to consider and, if thought fit, pass an ordinary resolution in substantially the following form:

"RESOLVED, as an ordinary resolution, that Caprice's Stock Option Plan, as described in the Information Circular dated February 14, 2020, and the grant of options thereunder in accordance therewith, be approved."

An ordinary resolution is a resolution passed by the Caprice Shareholders at a general meeting by a simple majority of the votes cast in person or by proxy.

Disinterested shareholder approval of the foregoing resolution is not required because the Stock Option Plan cannot result at any time in: (i) the number of common shares reserved for issuance under stock options granted to insiders exceeding 10% of the issued common shares; (ii) the grant to insiders, within a 12 month period, of a number of options exceeding 10% of the issued common shares; or (iii) the issuance to any one optionee, within a 12 month period, of a number of common shares exceeding 5% of the issued common shares.

The Caprice Board considers that the ability to grant incentive stock options is an important component of its compensation strategy and is necessary to enable Caprice to attract and retain qualified directors, officers, employees and consultants. The Caprice Board therefore recommends that Shareholders vote “For” the resolution re-approving Caprice's Stock Option Plan. Unless otherwise instructed, the persons named in the enclosed form of Proxy will vote "IN FAVOUR" of the above resolution. If the Stock Option Plan is not re-approved by the Shareholders, existing options will not be affected, but new options granted by Caprice will be required to be approved by the shareholders before they can be exercised by the holders thereof.

8694862.1

102 -

General Matters

Management knows of no other matters to come before the Caprice Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Caprice Meeting, the shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

ADDITIONAL INFORMATION

Additional information regarding Caprice and its business activities is available on the SEDAR website located at www.sedar.com under "Company Profiles – Caprice Business Development Canada Inc." Caprice's financial statements and management discussion and analysis (" MD&A ") for the financial year ended December 31, 2019 are available for review under Caprice’s profile on SEDAR. Shareholders may contact Caprice to request copies of the financial statements and MD&A by mail to 1055 West Georgia Street, Suite 2080, Vancouver, BC, V6E 3R5.

8694862.1

103 -

CERTIFICATE OF CAPRICE

The foregoing document constitutes full, true, and plain disclosure of all material facts relating to the securities of Caprice, assuming completion of the Amalgamation and Offering.

Dated February 14, 2020

"Derek Lew" "Mark Leung" Derek Lew Mark Leung Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE CAPRICE BOARD

"Ian Macleod" "Mark Rutledge" Ian Macleod Mark Rutledge Director Director

8694862.1

104 -

CERTIFICATE OF LEAF

The foregoing document constitutes full, true, and plain disclosure of all material facts relating to the securities of Leaf, assuming completion of the Amalgamation and Offering.

Dated February 14, 2020

"Darcy Taylor"

Darcy Taylor Chief Executive Officer

ON BEHALF OF THE LEAF BOARD

"Darcy Taylor"

Darcy Taylor Director

8694862.1

AI assistant

East Side Games Group Inc. — Proxy Solicitation & Information Statement 2020

47766_rns_2020-03-03_e7c668ca-ca32-4db9-b3da-c4da4858b81b.pdf

NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS OF 1182533 B.C. LTD.

&

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

JOINT INFORMATION CIRCULAR

DATED AS OF FEBRUARY 14, 2020

WITH RESPECT TO THE PROPOSED REVERSE TAKEOVER TRANSACTION INVOLVING 1182533 B.C. LTD. & CAPRICE BUSINESS DEVELOPMENT CANADA INC.

TABLE OF CONTENTS

1182533 B.C. LTD.

NOTICE OF SPECIAL MEETING OF LEAF SHAREHOLDERS

1182533 B.C. LTD.

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF CAPRICE SHAREHOLDERS

CAPRICE BUSINESS DEVELOPMENT CANADA INC.

GLOSSARY OF TERMS

affiliate

BCA

Subco Shares

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

SUMMARY

The Companies

Caprice

Leaf

LDRLY

The Amalgamation

Procedure for the Amalgamation

Exchange of Leaf Share Certificates

The Offering

Interests of Certain Persons and Companies in Matters to be Acted On

Arm's Length Transaction

Board of Directors and Management

Board Recommendations

Rights of Dissent

Summary of Pro Forma Financial Information

Available Funds

Use of Available Funds

Risk Factors

Interest of Experts

Accompanying Documents

Sponsorship

Conditional Approval

INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Persons Making the Solicitation

Date of Information Circular

Revocability of Proxies

Caprice Shareholders

Leaf Shareholders

Exercise of Discretion By Proxy

Signing of Proxy

Advice to Beneficial Holders of Caprice Shares and Leaf Shares on Voting

Voting Securities and Principal Holders of Voting Securities

Caprice

Leaf

Votes Necessary to Pass Resolutions

Leaf Shareholders Right of Dissent

Procedure for Dissent under the BCA

THE AMALGAMATION

Principal Steps of the Amalgamation

Conditions to the Amalgamation

Procedure for Exchange of Leaf Shares

Cancellation of Rights after Six Years

New Control Persons of Caprice

Regulatory Approvals

Interests of Certain Persons in the Amalgamation

Finder's Fees

Offering

Caprice Resolution and Leaf Resolution

RISK FACTORS

Risks Associated with the Qualifying Transaction

There can be no certainty that all conditions precedent to the Amalgamation will be satisfied.

Transaction Costs

Dilution

Risk Associated with the Resulting Issuer

Uncertainty of Future Revenues

Competition

East Side Games Group Inc. Proxy Solicitation & Information Statement 2020