EastWest Bioscience Inc.

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF

To Be Held At 260 Okanagan Ave E Penticton, BC V2A 3J7 On March 23, 2022 At 10:00 A.M. (Vancouver Time)

February 7, 2022

EASTWEST BIOSCIENCE INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an annual and special Meeting (the " Meeting ") of the shareholders of EASTWEST BIOSCIENCE INC. (the " Corporation ") shall be held at 260 Okanagan Ave E, Penticton, BC V2A 3J7, on March 23, 2022, at 10:00 a.m. (Vancouver time) for the following purposes:

to fix the number of directors of the Corporation to be elected at the Meeting at five (5) members;
to elect the directors of the Corporation for the ensuing year;
to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors;
to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying management information circular and proxy statement (the " Circular "), approving the stock option plan of the Corporation; and
to transact such other business as may properly come before the Meeting.

Information relating to matters to be acted upon by the shareholders at the Meeting is set forth in the accompanying Circular.

Only shareholders of record as at the close of business on February 7, 2022 are entitled to receive notice of the Meeting.

Each Common Share will entitle the holder to one vote at the Meeting. Each resolution must be approved by a majority of the votes cast by the shareholders present in person or virtually online, or by proxy at the Meeting unless the resolution is a special resolution, in which case a majority of 66 2/3% of the votes cast will be required.

A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date, sign and return the accompanying instrument of proxy ("Instrument of Proxy"), or other appropriate form of proxy, in accordance with the instructions set forth in the accompanying Circular and instrument of proxy.

A proxy will not be valid unless it is deposited with our transfer agent Computershare Trust Company o f Canada, (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. Your proxy or voting instructions must be received in each case no later than 10am (Vancouver Time) on March 21, 2022 or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting.

In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be delivered by a shareholder should be delivered by facsimile to 1-866-249-7775 or completed online at www.investorvote.com.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Vancouver, British Columbia as of the 7[th] day of February, 2022

BY ORDER OF THE BOARD OF DIRECTORS

(signed) " Rodney Gelineau " Rodney Gelineau Director

EASTWEST BIOSCIENCE INC.

INFORMATION CIRCULAR

(unless otherwise stated, information contained herein is given as of February 7, 2022)

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE " CIRCULAR ") IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF EASTWEST BIOSCIENCE INC. (THE " CORPORATION ") of proxies from the holders (" Shareholders ") of common shares (" Shares ") for the annual and special meeting of the Shareholders of the Corporation (the " Meeting ") to be held on March 23, 2022, at 10:00 a.m. (Vancouver time) at 260 Okanagan Ave E, Penticton, BC V2A 3J7, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting (" Notice ").

Although it is expected that the solicitation of proxies shall be primarily by mail, proxies may also be solicited personally or by telephone, or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs associated with the solicitation of proxies shall be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the " Management Designees ") in the enclosed instrument of proxy (" Instrument of Proxy ") have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the Shareholder who appoints them. A Shareholder has the right to designate a person (who need not be a Shareholder) other than the Management Designees to represent him, her or it at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the Shareholder's Shares are to be voted. The nominee should bring personal identification with him to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a Shareholder personally attending at the Meeting and voting his, her or its Shares.

A form of proxy shall not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, the Corporate Secretary of the Corporation, c/o Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue Toronto, Ontario M5J 2Y1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A 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. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the Shareholder or by his or her authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation or with Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the Shareholder personally attending the Meeting and voting his, her or its shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name (referred to in this Circular as " Beneficial Shareholders ") should note that only proxies deposited by Shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Shares shall be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Shares shall, in all likelihood, not be registered in the Shareholder's name. Such Shares shall more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBOs". In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has elected to send the Notice of Meeting and this Circular (collectively, the " Meeting Materials ") directly to the NOBOs, and indirectly through intermediaries to the OBOs. The intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

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

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

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

VOTING OF PROXIES

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Shares by completing the blanks on the Instrument of Proxy. All Shares represented at the Meeting by properly executed proxies shall be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Shares represented by the proxy shall be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, shall vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Shares represented by such form of proxy shall be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

QUORUM

The by-laws of the Corporation provide that a quorum of Shareholders is present at a meeting of Shareholders of the Corporation if at least two persons are present at the meeting, holding or representing by proxy not less than ten (10%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting.

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

Except as disclosed in this Circular, none of the directors or senior officers of the Corporation, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted on.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Voting Shares and Record Date

The authorized share capital of the Corporation consists of an unlimited number of Shares. The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is February 7, 2022 (the " Record Date "). As at the Record Date, there were 100,664,323 Shares issued and outstanding as fully paid and non-assessable.

Common Shares

The holders of Shares are entitled to notice of and to vote at all annual and special meetings of Shareholders and are entitled to one vote per Share. The holders of Shares are entitled to receive such dividends as the board of directors of the Corporation (the " Board ") declare and, upon liquidation, to receive such assets of the Corporation as are distributable to holders of Common Shares.

Voting of Common Shares – General

Only Shareholders whose names are entered in the Corporation's register of Shareholders at the close of business on the Record Date and holders of Common Shares issued by the Corporation after the Record Date and prior to the Meeting shall be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Shares subsequent to the Record Date; and (ii) the transferee of those Shares produces properly endorsed share certificates, or otherwise establishes that he, she or it owns the Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his, her or its Shares at the Meeting.

To the knowledge of the Directors and executive officers of the Corporation, other than the below, no person beneficially owns, directly or indirectly, or exercises control or direction over voting securities carrying 10% or more of the voting rights attached to all shares of the Corporation.

re of the voting rights attached to all	shares of the Corporation.
Name	Number of Shares	Percentage
Rodney Gelineau(1)	17,043,412	16.9%
Ciska Asriel(2)	12,490,254	12.4%

Notes:

(1) Includes shares held by 0999650 BC Ltd., a company wholly owned by Rodney Gelineau.

(2) Includes shares held by 1175218 BC Ltd. and 1080359 BC Ltd., companies wholly owned by Ciska Asriel.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation is required to be disclosed for the (i) Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year), (iii) each of the three most highly compensated executive officers (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year (or three most highly compensated individuals) and whose total compensation was, individually, more than $150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year (the " Named Executive Officers ").

The Named Executive Officers of the Corporation during the most recently completed financial year ended July 31, 2021, were Rodney Gelineau, Chief Executive Officer and Ciska Asriel, Chief Financial Officer. There were no other Named Executive Officers during the most recently completed financial year, as no other employees earned in excess of $150,000 in the financial year ended July 31, 2021.

The Corporation does not have a formalized compensation committee. Any final decision on the compensation of the Named Executive Officers is made by the Board in its entirety.

The compensation program of the Corporation is designed to attract, motivate, reward and retain knowledgeable and skilled executives required to achieve the Corporation's corporate objectives and increase Shareholder value. The main objective of the compensation program is to recognize the contribution of the Named Executive Officers to the overall success and strategic growth of the Corporation. The compensation program is designed to reward management performance by aligning a component of the compensation with the Corporation's business performance and share value. The philosophy of the Corporation is to pay management a total compensation amount that is competitive with other social media companies of a comparable size and is consistent with the experience and responsibility level of management. The purpose of executive compensation is to reward the executives for their contributions to the achievements of the Corporation on both an annual and long term basis.

The Board employs an executive compensation program that covers three key elements: (i) a base amount of salary and benefits; (ii) a cash bonus or commission in certain cases; and (iii) stock options. A description of the criteria used in each element of compensation is set forth below.

Base Salary

The objective of base salary compensation is to reward and retain executive officers. The program is designed to reward executive officers for maximizing Shareholder value in a volatile industry in a responsible and ethical manner. In setting base compensation levels, consideration is given to such factors as level of responsibility, experience, expertise and the amount of time devoted to the affairs of the Corporation. Subjective factors such as leadership, commitment and attitude are also considered. While it does not actively benchmark its compensation to other companies, the Corporation has reviewed the public disclosure available for other comparable social media

companies to assist in determining the competitiveness of base salary, bonuses, benefits and stock options paid to each of the executive officers of the Corporation. The Corporation pays base salary compensation to retain executive officers and has historically tried to pay base salary in the range of competitors.

Bonus and Commission

Although not all Named Executive Officers are entitled to same, the Corporation's compensation philosophy has been to encourage the maximization of Shareholder value at all levels of the organization by making cash bonuses or commissions a component of compensation in certain cases, taking into consideration performance by both the Corporation and the respective Named Executive Officer.

Certain Named Executive Officers are eligible to receive a bonus or commission in accordance with the terms of their employment agreements. In determining the size of bonuses or commissions that are to be granted, the Board considers bonus and commission levels at peer companies, positions, performance, and what is considered competitive in the industry.

Bonus and commission levels for Named Executive Officers are established by the Board.

Stock Options

The maximization of Shareholder value is encouraged by the granting of stock options at all levels. The Corporation has in place a stock option plan (the " Stock Option Plan ") under which awards have been made to executive officers in amounts relative to positions, performance, and what is considered competitive in the industry. The objective of the Stock Option Plan is to reward and retain executive officers.

The Corporation has reviewed the public disclosure available for other comparable companies to assist in determining the competitiveness of stock option awards. In general, stock options are granted under the Stock Option Plan to Named Executive Officers upon their commencement of service and in subsequent annual anniversaries of service. Additional grants may be made periodically to recognize the exemplary performance of, or the special contribution by, eligible individuals.

Summary Compensation Table

The following table sets forth information concerning the total compensation paid during the financial years ended July 31, 2021, July 31, 2020 and July 31, 2019, to the Named Executive Officers.

					Non-EquityIncentive	Non-EquityIncentive
					PlanCompensation(4)
					($)
			Share- based	Stock	Annual	Long- term	Pension	AllOther	Total
	Year	Salary(1)	Awards(2)	Option	Incentive	Incentive	Value	Compensation	Compensation
Nameand	Ended	($)	($)	Awards(3),(	Plans	Plans	($)	(4) ($)	($)
PrincipalPosition	July 31			4)
Rodney Gelineau President and Chief Executive Officer	2021 2020 2019	105,000 103,500 102,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	105,000 103,500 102,000
Ciska Asriel Chief Operating Officer & Chief Financial Officer	2021 2020 2019	140,000 97,500 87,500	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	140,000 97,500 87,500

Notes:

(1) Represents consulting fees paid to Named Executive Officers pursuant to consulting agreements or arrangements as applicable. See "Narrative Discussion".

(2) "Share-Based Award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

(3) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, stock options, stock appreciation rights and similar instruments that have option-like features.
(4) The value of perquisites and benefits ((including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) for each Named Executive Officer is less than 10% of each Named Executive Officer’s total salary for the financial year.

Narrative Discussion

Compensation of Rodney Gelineau, President and Chief Executive Officer for the year ended July 31, 2021

Mr. Gelineau entered into a consulting agreement with the Corporation through his company effective February 1, 2015, as amended February 1, 2020, which provided for an annual fee of $105,000. Mr. Gelineau is entitled to participation in the Corporation's Stock Option Plan. Mr. Gelineau received 900,000 stock options.

For the fiscal year ended July 31, 2020, Mr. Gelineau converted part of his compensation payable to him in the amount of $25,528.12 for 510,652 shares at the conversion price of $0.05 pe r share.

For the fiscal year ended July 31, 2021, Mr. Gelineau converted part of his compensation payable to him in the amount of $20,000 for 400,000 shares at the conversion price of $0.05 per share.

Compensation of Ciska Asriel, Chief Financial Officer for the year ended July 31, 2021

Ms. Asriel has a consulting agreement with the Corporation which commenced February 2020, to act as Chief Operating Officer of the Corporation for an annual fee of $105,000. Ms. Asriel was appointed as Chief Financial Officer (Interim) on January 1,2021 and provided an annual fee of $60,000. Ms. Asriel is entitled to participation in the Corporation's Stock Option Plan. Ms. Asriel received 900,000 stock options.

For the fiscal year ended July 31, 2020, Ms. Asriel converted part of her compensation payable to her in the amount of $19,473.12 for 389,462 shares at the conversion price of $0.05 per share.

For the fiscal year ended July 31, 2021, Ms. Asriel converted part of her compensation payable to her in the amount of $20,000 for 400,000 shares at the conversion price of $0.05 per share.

For a summary of compensation paid to Ms. Asriel in respect of the years ended July 31, 2021 and 2020, please refer to the Summary Compensation Table above.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards - Named Executive Officers

The Stock Option Plan was established to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation to achieve the longer-term objectives of the Corporation, to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation and to attract to and retain in the employ of the Corporation, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

The following is a summary of the material terms of the Stock Option Plan and is qualified in its entirety by the full text of the Stock Option Plan, which is attached hereto as Schedule "A":

The number of Shares to be reserved and authorized for issuance pursuant to options granted under the Plan shall not exceed ten percent (10%) of the total number of issued and outstanding shares in the Corporation from time to time.
Under the Plan, the aggregate number of optioned Shares granted to any one optionee in a 12 month period must not exceed 5% of the Corporation's issued and outstanding shares. The number of optioned Shares granted to any one consultant in a 12 month period must not exceed 2% of the Corporation's issued and outstanding shares. The aggregate number of optioned Shares granted to an optionee who is employed to

provide investor relations' services must not exceed 2% of the Corporation's issued and outstanding Shares in any 12 month period.

The exercise price for options granted under the Plan shall not be less than the market price of the Corporation's Shares at the time of the grant, less applicable discounts permitted by the policies of the TSX Venture Exchange (" TSXV ").
Options shall be exercisable for a term of up to five years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.
Options granted under the Plan are non-assignable, except by shall or by the laws of descent and distribution.

As discussed in this Circular under "Adoption of Stock Option Plan", the Corporation is seeking Shareholder approval of the Stock Option Plan in substantially the form attached hereto as Schedule "A".

The following table sets forth details of all awards outstanding for each Named Executive Officer of the Corporation as of the most recent financial year end, including awards granted before the most recently completed financial year. None of the awards disclosed in the table below have been transferred at other than fair market value.

			Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards	Share-Based Awards
Name and Title	Date of Issuance	Number of Securities Underlyi ng Unexercis ed Options (#)	Optio n Exerci se Price ($)	Option Expiration Date	Value of Unexercis ed in-the- money Options(1) ($)	Number of Shares or Units of Shares that have not vested(2) (#)	Market or Payout Value of Share- Based Awards that have not vested ($)	Market or payout value of vested share- based awards not paid out or distributed ($)
Rodney Gelineau Chief Executive Officer	June 15, 2020	900,000	$0.05	June 15, 2023	N/A	300,000	$6,000	Nil
Ciska Asriel Chief Operating Officer & Chief Financial Officer	June 15, 2020	900,000	$0.05	June 15, 2023	N/A	300,000	$6,000	Nil

Notes:

(1) Unexercised "in-the-money" options refer to the options in respect of which the market value of the underlying securities as at the financial year end exceeds the exercise or base price of the option. There were no outstanding “in-the-money” options as at the financial year end.

(2) The Options vest yearly on the anniversary of the date of grant, as to one-third over the next three years.

Incentive Plan Awards - Value Vested or Earned During the Year - Named Executive Officers

The following table sets forth the value of option-based awards and share-based awards which vested or were earned during the most recently completed financial year ended July 31, 2021, for each Named Executive Officer.

Option-Based Awards – Value vested during the year CAD($)(1)	Share-Based Awards – Value vested during the year CAD($)	Non-Equity Incentive Plan Compensation – Value earned during the year CAD($)
N/A	N/A	N/A
N/A	N/A	N/A

Note:

(1) The aggregate dollar value that would have been realized if the options under the Option-Based Award had been exercised, based on the difference between the market price of the options at the vesting date and the exercise price.

Pension Plan Benefits

The Corporation does not have in place any defined benefits or defined compensation pension plans for Named Executive Officers that provides for payments or benefits at, following or in connection with retirement.

Termination and Change of Control Benefits

The Corporation does not have in place any agreements containing termination or change of control benefits with its Named Executive Officers.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to Named Executive Officers (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed financial year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth all compensation provided to directors of the Corporation for the financial year ended July 31, 2021:

July 31, 2021:
Name(3)	Fees Earned ($)	Share- Based Awards ($)(1)	Option- Based Awards ($)(2)(3)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Rodney Gelineau	Nil	Nil	0	Nil	Nil	Nil	0
Paul Mandl	Nil	Nil	400,000	Nil	Nil	Nil	400,000
Nathan Lidder	Nil	Nil	400,000	Nil	Nil	Nil	400,000
Jeff Bierman	Nil	Nil	400,000	Nil	Nil	Nil	400,000

Notes:

(1) "Share-Based Award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

(2) "Option-Based Award" means an award under an equity incentive plan of options, including, for greater certainty, stock options, stock appreciation rights and similar instruments that have option-like features.

(3) The Corporation had four (4) directors as at the financial year ended July 31, 2021. Rodney Gelineau was also a director for the financial year ended July 31, 2020, however, as he is a Named Executive Officers, his compensation is reflected earlier in this Circular under the heading "Executive Compensation- Summary Compensation Table".

Narrative Discussion

Calculating the value of stock options using the Black-Scholes option pricing model is very different from a simple "in-the-money" value calculation. In fact, stock options that are well out-of-the-money can still have a significant "grant date fair value" based on the Black-Scholes option pricing model, especially where, as in the case of the Corporation, the price of the share underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed financial year ended July 31, 2021, with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders(1)	8,022,696	$0.05	2,043,736
Equity compensation plans not approved by securityholders(2)	0	N/A	N/A
Total	8,022,696	$0.05	2,043,736

Notes:

(1) Consists of securities issued pursuant to the Corporation’s stock option plan. See “ Particulars of Matters to be Acted Upon – Approval of Stock Option Plan ” below.

(2) Consists of warrants to purchase common shares issued in connection with various private placements of securities.

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

There is no indebtedness of any Director, executive officer or proposed nominee for election as a Director to the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no proposed nominee of management of the Corporation for election as a director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors, adoption of the Corporation's Stock Option Plan or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102), nor any proposed nominee for election as a director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which, in either case, has or shall materially affect the Corporation and none of such

persons has any material interest in any transaction proposed to be undertaken by the Corporation that shall materially affect the Corporation.

CORPORATE GOVERNANCE DISCLOSURE

Please see the attached Schedule "B" for information on the Corporation's Corporate Governance (Form 58-101F2).

AUDIT COMMITTEE

The Audit Committee's Charter

Mandate

The primary function of the Audit 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 the Corporation to regulatory authorities and Shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee shall encourage continuous improvement of, and should foster adherence to, the Corporation’s policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements;
Review and appraise the performance of the Corporation's external auditors; and
Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board of Directors.

Composition

The Audit Committee shall be comprised of three directors as determined by the 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 Audit Committee.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate shall work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Corporation's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Audit Committee shall meet a least twice annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee shall 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 Audit Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Corporation's financial statements, MD&A and any annual and interim earnings, press releases before the Corporation 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 Audit Committee as representatives of the shareholders of the Corporation.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation, 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 the Corporation's accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements.
(g) Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
(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 the Corporation'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 the Corporation constitutes not more than five percent of the total amount of revenues paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;
ii. such services were not recognized by the Corporation at the time of the engagement to be nonaudit services; and
iii. such services are promptly brought to the attention of the Audit Committee by the Corporation and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee.

Provided the pre-approval of the non-audit services is presented to the Audit Committee's first scheduled meeting following such approval such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external 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 the Corporation of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

e following are the current members	of the Audit Committee:
Name	Independent	Financially literate(1)
Jeff Bierman	Yes	Yes
Paul Mandl	Yes	Yes
Nathan Lidder	Yes	Yes
Notes: (1) As defined in MI 52-110.

Relevant Education and Experience

Professor Jeff Bierman, CMT is a Technical Analyst with more than 31 years experience under his belt. Mr. Bierman started his career as a NASDAQ market maker assistant, and shortly thereafter decided to make the jump to

running his own hedge fund which he successfully managed for nearly 10 years. Mr. Bierman has worked in a variety of roles within the securities industry including portfolio manager, buy-side analyst, sell-side analyst, marketing technician and sales trader. Bierman is a prolific writer and has been published and quoted in a number of business media outlets including Kiplinger’s Personal Finance, TheStreet.com, MarketWatch.com and BusinessWeek. Mr. Bierman was also named by Bull & Bear Report as one of its top stock-pickers for 1999 and 2000. Mr. Bierman is well versed in financial matters and is financially literate.

Paul Mandl is an Economist with extensive International experience of Regional Economic Integration, Multilateral Trade Negotiations, and International Supply Chains. Specializing in harmonisation of regulatory regimes for the Development of Regional Markets, Mr Mandl has commercial and technical expertise in marketing, storage and distribution, and privatization in the Agribusiness Sector. Mr. Mandl is well versed in financial management of large international programmes and is highly financially literate.

Nathan Lidder was one of the first lawyers in British Columbia to begin practicing law involving cannabis and was the founding lawyer for Coal Harbour Law, a cannabis-focused law firm based in Vancouver, British Columbia that includes practice in corporate, estate and criminal law. He has provided counsel for some of BC’s largest medicinal cannabis dispensaries and growing operations and is financially literate.

Audit Committee Oversight

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

Reliance on Certain Exemptions

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

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above. See "Audit Committee Charter - External Auditors".

External Auditors Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years are as follows.

Financial Year Ending July 31	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees(1)
2021	$92,995	Nil	Nil	Nil
2020	$82,899	Nil	Nil	Nil

Notes:

(1) Represents fees paid for professional services rendered by the Corporation's current auditors, Dale Matheson Carr-Hilton Labante LLP, for the audit of the Corporation's annual financial statements and services provided in connection with statutory and regulatory filings in respect of the July 31, 2021 financial year. Dale Matheson Carr-Hilton Labante LLP, chartered accountants was appointed as auditor of the Corporation on September 24, 2020.

Exemption in Section 6.1 of MI 52-110

The Corporation is relying on the exemption in Section 6.1 of MI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

Financial Statements

Note, the audited consolidated financial statements of the Corporation for the year ended July 31, 2021, and the auditors' report thereon shall be mailed to registered Shareholders and NOBOs on or about February 24, 2022, following filing of these on the Corporations SEDAR profile at www.sedar.com.

Fix Number of Directors to be Elected at the Meeting

Shareholders of the Corporation shall be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting.

At the Meeting, the Shareholders shall be asked to fix the number of directors to hold office until the next annual general meeting or until their successors are elected or appointed at four (4).

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the ordinary resolution fixing the number of directors to be elected at the Meeting at four (4).

Approval of the number of directors to be elected at the Meeting must be passed by a majority of the votes cast by Shareholders at the Meeting.

Election of Directors

The term of office of each of the present directors expires at the Meeting. Management of the Corporation proposes to nominate the persons named below for election as directors of the Corporation at the Meeting, each to serve until the next annual meeting of the Shareholders of the Corporation, unless his office is earlier vacated.

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote in favour of the election as directors of the four (4) directors listed below.

The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee's municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the date hereof.

Name, Municipality of Residence and Position with the Corporation	Principal Occupation for Past Five Years	Director Since	Number of shares beneficially owned, directly or indirectly, or Controlled or directed(1)(3)
Rodney Gelineau Penticton, British Columbia President, Chief Executive Officer and a Director	Since April 2017, President & CEO of Eastwest Bioscience Inc. Prior thereto, independent investment banker since 2009.	April 2017	17,043,412 (16.9%)
Jeff Bierman(2) Chicago, Illinois Director	Since Jan 2016, Adjunct Professor of Finance at both Loyola University, Chicago and DePaul University. Since Aug 2016, Chief Market Technician at TheoTrade.17043412	April 12, 2019	Nil
Paul Mandl(2) Jakarta, Jakarta Selatan, Director	Since November 2012, Advisor to A.E.T.S Consultants, France.	April 12, 2019	96,667 (0.09%)
Nathan Lidder(2) Vancouver, British Columbia Director	Founding and Principal Lawyer at Coal Harbour Law since 2016, prior thereto, lawyer JMD Law Corporation.	September 30, 2018	266,667 (0.2%)

Notes:

(1) The information regarding the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees. These figures do not include any securities that are exercisable for Common Shares.
(2) Member of the Audit Committee.
(3) Includes common shares purchased and/or sold in connection with the transfer within escrow of shares that has yet to be completed.

As of the date of this Circular, the Common Shares beneficially owned, directly or indirectly, by all promoters, directors, officers and Control Persons of the Corporation, as a group, is 29,897,000 Common Shares or approximately 29.7% of the 100,646,323 issued and outstanding Common Shares as at the date hereof.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, to the knowledge of the Corporation, no proposed director:

(a) is, as at the date of the Circular, or has been, within 10 years before the date of the Circular, a director or executive officer of any Corporation (including the Corporation) that, while that person was acting in that capacity,
(i) was the subject of a cease trade or similar order or an order that denied the relevant Corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days;
(ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the Corporation being the subject of a cease trade or similar order or an order that denied the relevant Corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
(iii) 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 the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Mr. Gelineau is a director of 1020650 B.C. Ltd. (“ 1020650 ”) which, on April 5, 2019 the BCSC issued an cease trade order (“ CTO ”) ordering the cessation of trading in the securities of 1020650. The CTO was issued for failing to file the financial statements, management’s discussion and analysis and related certifications for the year ended November 30, 2018. As of February 7, 2022, 1020650 is in active and ongoing discussions with the BCSC to revoke the CTO.

Mr Gelineau was a director of Haltain Developments Corp. (“ Haltain ”) which, on October 6, 2021 the BCSC issued a CTO ordering the cessation of trading in the securities of Haltain. The CTO was issued for failure to file its interim financial statements and interim management’s discussion and analysis for the period ended July 31, 2021. On October 19, 2021 the BCSC, pursuant to the requisite filings, revoked the CTO.

Ms Asriel was a director of Haltain Developments Corp. (“ Haltain ”) which, on October 6, 2021 the BCSC issued an CTO ordering the cessation of trading in the securities of Haltain. The CTO was issued for failure to file its interim financial statements and interim management’s discussion and analysis for the period ended July 31, 2021. On October 19, 2021 the BCSC, pursuant to the requisite filings, revoked the CTO.

Penalties or Sanctions

No director or proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority. No director or proposed director of the Corporation has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Conflicts of Interest

The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other issuers, in which case a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Business Corporations Act (Alberta).

Appointment of Auditors

Unless otherwise directed, the management designees named in the accompanying Instrument of Proxy intend to vote in favour of the appointment of Dale Matheson Carr-Hilton Labante LLP (“ DMCL ”), as auditor of the Corporation. DMCL has been the auditor of the Corporation since September 24, 2020. Approval of the appointment of the auditors shall require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting.

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the ordinary resolution appointing the auditors of the Corporation.

Approval of Stock Option Plan

The Corporation is approving Stock Option Plan attached as Schedule "A". The initial stock option plan was adopted by the Corporation on November 9, 2018. The Board approved the adoption of the Stock Option Plan, subject to the approval of the TSXV and the Shareholders of the Corporation.

Pursuant to the policies of the Corporation respecting restrictions on trading, there are a number of periods each year during which directors, officers and certain employees are precluded from trading in the Corporation's securities. These periods are referred to as "black out periods". A black out period is designed to prevent a person from trading

while in possession of material information that is not yet available to other Shareholders. The Stock Option Plan includes a provision that should an option expiration date fall within a black out period or immediately following a black out period, the expiration date shall automatically be extended for ten business days following the end of the black out period.

The purpose of the Stock Option Plan is to allow the Corporation to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Corporation. The granting of such options is intended to align the interests of such persons with that of the Shareholders. Options shall be exercisable over periods of up to five years as determined by the Board of the Corporation and are required to have an exercise price no less than the closing market price of the Corporation's shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount, if any, varying with market price in accordance with the policies of the Exchange. Pursuant to the Stock Option Plan, the Board may, from time to time, authorize the issue of options to directors, officers, employees and consultants of the Corporation and its subsidiaries or employees of companies providing management or consulting services to the Corporation or its subsidiaries. The maximum number of common shares which may be reserved for issuance pursuant to options granted under the Stock Option Plan from time to time, shall not exceed 10% of the issued and outstanding Common Shares.

In addition, the number of Shares which may be reserved for issuance:

(a) to all optionees under the Stock Option Plan in aggregate shall not exceed 10%; and
(b) to any one individual may not exceed:
(i) 5% of the issuer shares on a yearly basis; and
(ii) 2% of the issued Shares on a yearly basis if the optionee is engaged in investor relations activities or is a consultant.

A copy of the Stock Option Plan is attached as Schedule "A".

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the resolution to adopt the Stock Option Plan.

At the Meeting Shareholders shall be asked to pass a resolution in the following form:

"BE IT RESOLVED as an ordinary resolution of the Corporation that:

the stock option plan of the Corporation in substantially the form attached as Schedule "A" to the management information circular and proxy statement (the " Stock Option Plan ") be and is hereby approved and adopted as the stock option plan of the Corporation;
the form of the Stock Option Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;
the shareholders of the Corporation hereby expressly authorize the board of directors to revoke this resolution before it is acted upon without requiring further approval of the shareholders in that regard; and
any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this ordinary resolution."

The Stock Option Plan is also subject to regulatory approval.

MANAGEMENT CONTRACTS

There are no management functions of the Corporation that are to any substantial degree performed by a person or Corporation other than the directors or officers (or private companies controlled by them, either directly or indirectly) of the Corporation.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Shareholders may contact the Corporation by phone at 1-800-409-1930 or by mail at 260 Okanagan Ave E, Penticton, BC V2A 3J7 to request copies of the Corporation's financial statements and management’s discussion and analysis.

Financial information is provided in the Corporation's comparative financial statements and management discussion and analysis for its most recently completed financial year which are filed on SEDAR.

OTHER MATTERS

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

DATED this 7[th] day of February, 2022.

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SCHEDULE "A"

STOCK OPTION PLAN

EASTWEST BIOSCIENCE INC.

STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of EASTWEST BIOSCIENCE INC. (the “ Corporation ”) is to advance the interests of the Corporation and each Affiliate of the Corporation by encouraging the Directors, Consultants and Employees of the Corporation and its Affiliates to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its Affiliates and furnishing them with additional incentive in their efforts on behalf of the Corporation and its Affiliates.

2. Definitions

Unless otherwise defined in this Plan, all capitalized words shall have the meanings ascribed thereto in the policies of the TSX Venture Exchange Inc. (the “ Exchange ”), as such policies are from time to time amended or varied (the “ Policies ”).

3. Administration

The Plan shall be administered by the board of directors of the Corporation. A majority of the board of directors shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the board of directors shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the board of directors shall be binding and conclusive on the Optionees and on their legal personal representatives and beneficiaries.

Notwithstanding the foregoing or any other provision contained herein, the board of directors shall have the right to delegate the administration and operation of the Plan, in whole or in part, to a committee of the board of directors or to the President or any other officer of the Corporation. Whenever used herein, the term “board of directors” shall be deemed to include any committee or officer to which the board of directors has, fully or partially, delegated responsibility and/or authority relating to the Plan or the administration and operation of the Plan pursuant to this Section 3.

Each option granted hereunder shall be evidenced by an agreement, signed on behalf of the Corporation and by the Optionee, in such form as the directors shall approve. Each such agreement shall recite that it is subject to the provisions of the Plan.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the shares to be offered under the Plan shall consist of shares of the Corporation's authorized but unissued common shares (the “ Shares ”). The aggregate number of Shares to be delivered upon the exercise of all options granted under the Plan shall not exceed 10% of the issued Shares of the Corporation as at time of granting of options. If any

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option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Shares subject thereto shall again be available for the purpose of the Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. Eligibility and Participation

Directors, Employees and Consultants of the Corporation and its Affiliates shall be eligible for selection to participate in the Plan. The board of directors shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, and the number of Shares to be subject to each option. An Optionee may, if he is otherwise eligible, and if permitted under the Policies, be granted an additional option or options if the directors shall so determine.

For options granted to Employees, Consultants or Management Company Employees, the Corporation shall represent in the agreement granting the option that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

7. Exercise Price

The exercise price of the Shares covered by each option shall be determined by the directors. The exercise price shall be not less than the price permitted by the Policies.

8. Number of Optioned Shares

The number of Shares subject to an option to an Optionee shall be determined in the resolution of the board of directors, provided that:

(a) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, no Optionee shall, during any 12 month period, be granted an option which exceeds 5% of the issued and outstanding Shares of the Corporation at the time of granting of the option, calculated at the date an option is granted to any such person;
(b) no one Consultant shall, during any 12 month period, be granted an option which exceeds 2% of the issued and outstanding Shares of the Corporation at the time of granting of the option;
(c) the aggregate number of options granted to all persons retained to provide Investor Relations Activities, including any Consultant that performs Investor Relations Activities and any Employee or Director whose role and duties primarily consist of Investor Relations Activities (each such person being referred to herein as an “ Investor Relations Provider ”), must not exceed 2% of the issued and outstanding Shares of the Corporation, during any 12 month period, calculated at the date an option is granted to any such person. In addition, options issued to Investor Relations Providers must vest in stages over a period of not less than 12 months with no more than ¼ of the options vesting in any three month period. Notwithstanding the foregoing, if the Shares of the Company are listed on the NEX board of the TSX Venture Exchange, no Options shall be granted to persons engaged in Investor Relations Activities; and
(d) unless the Corporation has obtained disinterested shareholder approval and meets applicable Exchange requirements, no options shall be granted to Insiders, as defined in the Exchange policies, if such grant could result in the Insiders, as a group, being

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granted, within a 12 month period, options to purchase a number of common shares exceeding 10% of the issued common shares of the Corporation, calculated at the date an option is granted to any Insider.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreements and shall be subject to earlier termination as provided in Sections 11, 12 and 15.

10. Option Period, Consideration and Payment

(a) The period within which such option shall be exercised (the “ Option Period ”) shall be a period of time fixed by the board of directors, not to exceed ten (10) years from the date the option is granted, provided that the Option Period shall be reduced with respect to any option as provided in Sections 11, 12 and 15.
(b) An option shall vest and may be exercised (in each case to the nearest full share) during the Option Period in such manner as the board of directors may fix by resolution. Options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period.
(c) The exercise of any option shall be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque, bank draft, or such other form of payment as shall be accepted by the Corporation, for the full purchase price of such Shares with respect to which the option is exercised plus payment of any required withholding tax (unless the Corporation has agreed to make alternative arrangements with the Optionee to cover the tax withholding obligation). No Optionee or his legal representatives, legatees or distributees shall be, or shall be deemed to be, a holder of any Shares subject to an option under the Plan, unless and until the certificates for such Shares are issued to him or them under the terms of the Plan.
(d) Should the expiry date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board. " Black Out Period " means the period during which the relevant Optionee is prohibited from exercising an Option due to trading restrictions imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that time.

11. Ceasing To Be a Director, Employee or Consultant

(a) If an Optionee ceases to be a Director, Employee, Consultant or Management Company Employee of the Corporation or any of its Affiliates for any reason (other than death), the Optionee may, within 90 days next succeeding the Optionee's ceasing to be in at least one of the foregoing categories, exercise the Optionee's option to the extent that the Optionee was entitled to exercise such option at the date of such cessation.
(b) If the Optionee who has been engaged in Investor Relations Activities shall cease to be employed to provide Investor Relations Activities for any reason (other than death), the Optionee may, within 90 days next succeeding the Optionee's ceasing to be employed to provide Investor Relations Activities, exercise the Optionee's option to the extent that the Optionee was entitled to exercise such option at the date of such cessation.

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Notwithstanding the foregoing, if the Shares of the Company are listed on the NEX board of the TSX Venture Exchange, no Options shall be granted to persons engaged in Investor Relations Activities.

(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Optionee any right with respect to continuance as a Director, Employee, Consultant or Management Company Employee of the Corporation or of any of its Affiliates.

12. Death of Optionee

In the event of the death of an Optionee, the Optionee's option shall be exercisable only within one year next succeeding such death and then only:

(a) by the person or persons to whom the Optionee's rights under the option shall pass by the Optionee's will or the laws of descent and distribution; and
(b) to the extent that the Optionee was entitled to exercise the option at the date of the Optionee's death.

13. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued.

14. Proceeds from Sale of Shares

The proceeds from sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the board of directors may determine and direct.

15. Adjustments

In the event that the outstanding Shares of the Corporation are changed into or exchanged for a different number or kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in the capital stock of the Corporation, then each Optionee shall thereafter upon the exercise of the option granted to him, be entitled to receive, in lieu of the number of Shares to which the Optionee was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the Optionee would have been entitled to receive as a result of any such event if, on the effective date thereof, the Optionee had been the holder of the Shares to which he was theretofore entitled upon such exercise.

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares of the Corporation or any part thereof shall be made to all holders of Shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each Optionee, to require the exercise of the option granted within the thirty (30) day period next following the date of such notice and to determine that upon the expiry of such thirty (30) day period, all rights of the Optionee to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

A-5

16. Transferability

All benefits, rights and options accruing to any Optionee in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of an Optionee any benefits, rights and options may only be exercised by the Optionee.

17. Amendment and Termination of Plan

The board of directors may, at any time, suspend or terminate the Plan. The board may also at any time amend or revise the terms of the Plan subject to the Policies; provided that no such amendment or revision shall alter the terms of any options theretofore granted under the Plan.

18. Reduction of Exercise Price

If the Corporation agrees to amend any option agreement by reduction of the exercise price of an option, and if the Optionee is an Insider at the time of the amendment, such amendment shall be subject to disinterested shareholder approval in accordance with the Policies.

19. Necessary Approvals

The obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Optionee for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Optionee.

20. Hold Period

The Exchange Hold Period (commencing on the date the stock options are granted), pursuant to the Policies, is required for all stock options granted to Insiders or for any stock options granted at any discount to the Market Price. All such Options shall be legended with the Exchange Hold Period.

21. Effective Date of Plan

The Plan has been adopted by the board of directors of the Corporation subject to the approval of the TSX Venture Exchange and, if so approved, the Plan shall become effective upon such approval being obtained, subject to disinterested shareholder approval being obtained in accordance with the Policies.

22. Interpretation

The Plan will be governed by and construed in accordance with the laws of Canada and of the Province of Alberta.

B-1

SCHEDULE "B"

CORPORATE GOVERNANCE DISCLOSURE (FORM 58-101F2)

CORPORATE GOVERNANCE POLICY

1. Board of Directors — Disclose how the board of directors (the "Board") facilitates its exercise of independent supervision over management, including

(i) the identity of directors that are independent, and

Paul Mandl, Jeff Bierman and Nathan Lidder.

(ii) the identity of directors who are not independent, and the basis for that determination.

Rodney Gelineau is not independent as he is, a member of the management of the Corporation.

In determining whether a director is independent, the Corporation chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director’s ability to objectively assess the performance of management.

2. Directorships — If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The following current and proposed directors of the Corporation presently serve as directors of other reporting issuers (all of which are in Canada):

*Director*	*Reporting Issuer*
Rodney Gelineau (current & proposed)	1020650 B.C. LTD

3. Orientation and Continuing Education — Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.

The Corporation has not developed an official orientation or training program for new directors. As required, new directors will have the opportunity to become familiar with the Corporation by meeting with other directors and its officers and employees. Orientation activities will be tailored to the particular needs and expertise of each director and the overall needs of the Board.

4. Ethical Business Conduct — Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct.

The Corporation does not currently have a formal code of business conduct or policy in place for its directors, officers, employees and consultants. The Board believes that the Corporation's size facilitates informal review of and discussions with employees and consultants. The Board monitors ethical conduct of the Corporation and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

5. Nomination of Directors — Disclose what steps, if any, are taken to identify new candidates for Board nomination, including:

(i) who identifies new candidates, and
(ii) the process of identifying new candidates.

B-2

The Board has not appointed a nominating committee as the Board fulfills these functions. When the Board identifies the need to fill a position on the Board, the Board requests that current Directors forward potential candidates for consideration.

6. Compensation — Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:

(i) who determines compensation, and

Management of the Corporation is responsible for making recommendations to the Board with respect to compensation for the directors and the CEO. The Board has the ability to adjust and approve such compensation.

(ii) the process of determining compensation.

Market comparisons as well as evaluation of similar positions in different industries in the same geography are the criteria used in determining compensation.

7. Other Board Committees — If the Board has standing committees other than the audit, identify the committees and describe their function.

There are no other standing committees.

8. Assessments — Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively.

The Board takes responsibility for monitoring and assessing its effectiveness and the performance of individual directors, its committees, including reviewing the Board's decision-making processes and the quality of information provided by management.

AI assistant

EastWest Bioscience Inc. — Proxy Solicitation & Information Statement 2022

47355_rns_2022-02-28_b9bf42bc-0969-47da-b4c8-12aabf2f6c33.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF

EASTWEST BIOSCIENCE INC.

EASTWEST BIOSCIENCE INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

BY ORDER OF THE BOARD OF DIRECTORS

EASTWEST BIOSCIENCE INC.

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING OF PROXIES

QUORUM

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Voting Shares and Record Date

Common Shares

Voting of Common Shares – General

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Base Salary

Bonus and Commission

Stock Options

Summary Compensation Table

Narrative Discussion

Compensation of Rodney Gelineau, President and Chief Executive Officer for the year ended July 31, 2021

Compensation of Ciska Asriel, Chief Financial Officer for the year ended July 31, 2021

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards - Named Executive Officers

Note:

Pension Plan Benefits

Termination and Change of Control Benefits

Other Compensation

DIRECTOR COMPENSATION

Director Compensation Table

Notes:

Narrative Discussion

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Notes:

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE DISCLOSURE

AUDIT COMMITTEE

The Audit Committee's Charter

Mandate

Composition

Meetings

Responsibilities and Duties

Documents/Reports Review

External Auditors

Financial Reporting Processes

Other

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditors Service Fees (By Category)

Notes:

Exemption in Section 6.1 of MI 52-110

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Fix Number of Directors to be Elected at the Meeting

Election of Directors

Penalties or Sanctions

Conflicts of Interest

Appointment of Auditors

Approval of Stock Option Plan

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the resolution to adopt the Stock Option Plan.

MANAGEMENT CONTRACTS

ADDITIONAL INFORMATION

OTHER MATTERS

SCHEDULE "A"

STOCK OPTION PLAN

1. Purpose

EastWest Bioscience Inc. Proxy Solicitation & Information Statement 2022