Emerita Resources Corp. — Proxy Solicitation & Information Statement 2026

Jan 29, 2026

CANTERRA SEEDS HOLDINGS LTD.
INFORMATION CIRCULAR
FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON FEBRUARY 19, 2026

This Information Circular (the "Circular") is furnished to Class "A" shareholders (the "Shareholders") of Canterra Seeds Holdings Ltd. (the "Corporation") in connection with the solicitation of proxies by the management of the Corporation for use at the annual meeting (the "Meeting") of the Shareholders of the Corporation to be held on Tuesday, the 19th day of February, A.D. 2026 that will be held with a Zoom meeting at 9:00 a.m. (Manitoba time) or any adjournment thereof, for the purposes set out in the notice of the annual meeting (the "Notice") accompanying this Circular.

The information contained in this Circular is given as known to the Corporation as of the 28th day of January, A.D. 2026.

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by the management of the Corporation to be used at the Meeting for the purposes set forth in the Notice. Proxies will be solicited primarily by mail and may also be solicited personally by the management of the Corporation at nominal cost. The cost of solicitation by management will be borne by the Corporation.

APPOINTMENT OF PROXYHOLDERS, REVOCATION OF PROXIES AND VOTING INSTRUCTIONS

The form of proxy accompanying this Circular (the "Proxy") affords each Shareholder an opportunity to direct that such Shareholder's nominee designated therein shall vote for or against the approval of or shall withhold from voting on each item identified in the Notice.

The persons named in the enclosed Proxy are directors and/or officers of the Corporation. Each Shareholder has the right to appoint any person or company, other than the persons designated in the Proxy, to attend and act for such Shareholder and on such Shareholder's behalf at the Meeting. A Shareholder may exercise such right by inserting the name of the person or company in the blank space provided in the Proxy or by submitting another appropriate proxy. A person or company appointed as a proxy need not be a director, officer, or Shareholder of the Corporation. However, if you appoint an alternate proxy, they will have to attend the meeting and vote your shares in the Zoom meeting.

To be effective, the Proxy must be:

(a) executed by a Shareholder or by such Shareholder's attorney authorized in writing (if a Shareholder is a corporation, the Proxy must be executed under its corporate seal by an officer of such corporation or signed by such corporation's duly authorized attorney); and
(b) deposited with the Corporation at 201-1475 Chevrier Blvd., Winnipeg, Manitoba, R3T 1Y7, at least 48 hours prior to the Meeting.

Where an attorney has executed a Proxy, the Proxy must be accompanied by written evidence of the attorney's authority.

A Proxy is revocable under subsection 148(4) of the Canada Business Corporations Act (the "Act"). Subject to compliance with the requirements of the following paragraph, the giving of a Proxy will not affect the right of a Shareholder to attend and vote in person at the Meeting.

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A Shareholder who executes and returns a Proxy may revoke it by instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or by a duly authorized attorney thereof and depositing it with (i) the Corporation at its registered office, Suite 1201, 409-3rd Avenue South, Saskatoon, Saskatchewan, S7K 5R5, Attention: Todd Rosenberg, at any time, up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used, or (ii) the Chairman of the Meeting at any time prior to the commencement of the Meeting or any adjournment thereof.

The Proxy confers discretionary authority upon the nominees named in the Proxy with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting. At the date hereof, the Corporation knows of no such amendment, variation, or other matter. If any amendment, variation, or other matter properly comes before the Meeting, the Class "A" shares (the "Class A Shares") represented by Proxies in favour of the Proxy nominees of the Corporation will be voted on such matters in accordance with the best judgement of the person voting the Proxy.

In the pursuit of simplicity and efficiency the AGM has evolved exclusively to an online platform, Zoom. An arrangement has been made to enable Shareholders to vote on any motions that come up at the meeting through a secure and confidential online platform. An invite to this Zoom meeting will be emailed to all Shareholders. When the Shareholder registers for the meeting they will be designated with an identifier which will be tied to your Class A shareholdings. Your online vote will then be accumulated to determine the final vote. We would suggest, whether you are able to attend the meeting live or not, that the simplest way to make your vote is to fill out and send in your proxy. You can make your elections on your own or you can designate a proxy to vote on your behalf. The options as a proxy on the proxy form are Kris Mayerle, Dan Richards, Lloyd Affleck, or Joe Dales. You can also designate another person for proxy, as was described in an earlier paragraph.

ADVICE TO BENEFICIAL SHAREHOLDERS

These securityholder materials are being sent to both registered and non-registered owners of the Class A Shares. If you are a non-registered owner and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of Class A Shares, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING SHARES AND HOLDERS THEREOF

Shareholders holding Class A Shares registered on the books of the Corporation (or their proxy) at the close of business on the day preceding the date on which the Notice was given (the "Record Date") are entitled to vote at the Meeting, except to the extent that a Shareholder transfers any of such Shareholder's Class A Shares after such Record Date and the transferee of such Class A Shares produces properly endorsed share certificates or otherwise establishes that such transferee owns such Class A Shares and demands, not later than 10 days before the Meeting, that such transferees name be included in the list of Shareholders entitled to vote at the Meeting.

As of January 28, 2026, the Corporation had 7,551,147 Class A Shares outstanding, each carrying the right to one vote per Class A Share. To the knowledge of the directors and senior officers of the Corporation, no person or company, other than LFS USA Corp. (Limagrain) and United Farmers of Alberta Co-operative Limited (UFA) beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the voting rights attached to any class of voting securities. As of January 28, 2026, Limagrain owns 2,265,344 Class A Shares or 30.0% of the overall

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voting rights of the Class A Shares and UFA owns 1,286,187 Class A Shares or 17.0% of the overall voting rights of the Class A Shares.

ELECTION OF DIRECTORS

The Shareholders are being asked at the Meeting to elect directors of the Corporation, such directors to hold office for the next year.

The Articles of the Corporation provide that the number of directors on the Board of Directors of the Corporation shall be a minimum of eight (8) and a maximum of twelve (12), with the actual number within this range to be determined by resolution of the directors from time to time. The directors have fixed the number of directors at nine (9). The following table sets out the names and addresses of all the persons nominated for election as director, their present principal occupation or employment and any other principal occupations and employment within the five preceding years, the number of Class A Shares of the Corporation beneficially owned, directly or indirectly, by each of them or over which control or direction is exercised, and the period during which any person currently a director of the Corporation has served as director:

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Name and Place of Residence	Principal Occupation, Business or Employment for Past 5 years	Class and Number of Voting Shares Held	Period When Director
Jim Wilson^{3} Morden, MB Canada	Farmer and Retired Seed Retailer	24,000 Class "A" (Held by Wilson Seeds Ltd.)	Since 03/08/10
Kris Mayerle^{1} Tisdale, SK Canada	Farmer and Seed Retailer	24,000 Class “A” (Held by Greenleaf Seed Ltd.)	Since 02/03/10
Lloyd Affleck^{2} Morden, MB Canada	Retired Farmer and Seed Retailer	24,000 Class "A"	Since 03/07/05
Joe Dales^{1} London, ON Canada	Entrepreneur and Thought Leader in the agriculture and food industry, Founder and Mentor RH Accelerator	0 shares held	Since 02/27/04
Dan Richards^{2} Sexsmith, AB Canada	Farmer and Seed Retailer	2,400 Class “A” (Held by Scenic Heights Farms Ltd.)	Since 07/20/23
Scott Bolton^{1} Calgary, AB Canada	Retired President and CEO, United Farmers of Alberta Co-operative Limited	0 held personally but represents 1,286,187 Class “A” held by United Farmers of Alberta Co-operative Limited	Since 07/01/24
Cecile Richard^{1} Curitiba, Brazil	CEO Americas, Limagrain Field Seeds CEO – Limagrain Field Seeds, Asia	0 held personally but represents 2,265,344 Class “A” held by Vilmorin USA Corp. (Limagrain)	Since 07/22/21
David Pearson^{1} Clermont Ferrand, France	Head of Branding, Limagrain Field Seeds	0 held personally but represents 2,265,344 Class “A” held by Vilmorin USA Corp. (Limagrain)	Since 02/01/23
Tatiana Henry^{2} Fort Collins, CO United States	COO, Limagrain Cereal Seeds CEO, Limagrain Cereals Research Canada	0 held personally but represents 2,265,344 Class “A” held by Vilmorin USA Corp. (Limagrain)	Since 07/01/17

Notes:
(1) Member of the Audit Committee
(2) Member of the Corporate Governance Committee
(3) Ex-Officio Member of the Audit Committee and the Corporate Governance Committee

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STATEMENT OF EXECUTIVE COMPENSATION

The Corporation had two named Executive Officers within the meaning of Form 51-102F6 – Statement of Executive Compensation during the year ended September 30, 2025. The following table sets forth the compensation paid to the Corporations' named Executive Officers during the last three fiscal periods:

		ANNUAL COMPENSATION			LONG-TERM COMPENSATION
					Awards			Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Options/ SARS Granted (#)	Shares or Units Subject to Resale Restrictions ($)	LTIP Payouts ($)	All Other Compensation ($)
Brent Derkatch^{1}	2024/25	$269,969	$60,039	Nil	Shares totalling to $2,198 were given during the year.	Nil	Nil	Nil
President and CEO	2023/24	$270,517	$Nil^{2}	Nil	Shares totalling to $2,660 were given during the year.	Nil	Nil	Nil
	2022/23	$176,753	$47,365	Nil	Shares totalling to $1,488 were given during the year.	Nil	Nil	Nil
Gerry Cantin^{2}	2023/24	$253,223	$56,404	Nil	None	Nil	Nil	Nil
CFO	2023/24	$245,603	$64,783	Nil	None	Nil	Nil	Nil
	2022/23	$232,854	$67,872	Nil	None	Nil	Nil	Nil

Notes:

1. Brent Derkatch was hired as President & CEO effective October 2, 2023.
2. Gerry Cantin was hired as Corporate Controller effective March 2, 2006, and acted as the acting CFO until his promotion to the role of CFO effective March 1, 2007. In addition to his role as CFO, Mr. Cantin was the Acting CEO of the Corporation from July 1, 2009, until October 12, 2009.
3. No bonus was recorded during the 2023/24 fiscal year as the prior year bonus was expensed in 2023 and the bonus earned for the 2024 results was recorded during the 2025 fiscal year. This is the regular process for the Executive team.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

During the fiscal year ended September 30, 2025, the Corporation carried liability insurance limited to an aggregate of $2,000,000.00. During the year ended September 30, 2025, the total annual premium expensed in respect of such insurance was $12,013.87.

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COMPENSATION OF DIRECTORS

Each director including the Chairman receives annual compensation of $10,000.00 for services rendered in his or her capacity as director along with a further amount of $750 per day for Board Committee Activity and is entitled to be reimbursed for expenses incurred in attending Board and Committee meetings. Also, for the year ended September 30, 2025, Jim Wilson was paid an additional fee of $20,000.00 as compensation for his tenure as Chairman of the Board of the Corporation. During the year ended September 30, 2025, the Corporation expensed directors' and Chairmen fees (including CPP expenses) totalling $111,885.

AUDITORS

Management of the Corporation recommends the appointment of MNP LLP as Auditors of the Corporation to hold office until the next Annual Meeting of Shareholders and to authorize the directors to fix the Auditors' remuneration. MNP LLP was first appointed as Auditors on November 5, 2004.

AMENDMENT TO THE ARTICLES OF INCORPORATION

At the Meeting, the Shareholders will be asked to consider passing a resolution approving an amendment to the Articles of the Corporation (the "Articles of Amendment"), in the form accompanying this Circular, which will create a new class of authorized shares, being Class E Preference Shares.

The attributes of the Class E Preference Shares are set forth in the Articles of Amendment and include the right of the Corporation to redeem such shares at any time for a redemption price of $1.00.

The Class E Preference Shares will not entitle the holder to vote at a meeting of Shareholders, nor to a dividend. In the event of a liquidation of the Corporation, the Class E Preference Shares will rank pari passu with the Class A Shares.

The rationale for the proposed amendments to the Articles is to allow the Board of Directors to consider liquidity options for long time holders of Class A Shares. From time to time, the holders of Class A Shares have expressed an interest in liquidating their investment in the Corporation. Shareholders often have difficulty identifying a buyer. Because Class A Shares are not redeemable at the option of either the Corporation or the holder, long time holders of Class A Shares often have no ability to liquidate their investment in the Corporation. Having a class of shares with the attributes of the Class E Preference Shares will enable the Board of Directors to consider creating liquidity options for Shareholders.

Assuming that the Articles of Amendment are approved by the Shareholders, the Board of Directors intends to consider a liquidity alternative for holders of Class A Shares that would involve such holders being offered an opportunity to exchange (on a voluntary basis) Class A Shares for a fixed number of Class E Preference Shares based on an exchange ratio to be determined by the Board of Directors and disclosed to Shareholders, which would then enable the Corporation to redeem the Class E Preference Shares over time (subject to compliance with corporate law and the Board of Directors determining that using its available funds for the redemption of Class E Preference Shares is the best use of the Corporation's capital resources at the time.

No definitive decision has been made by the Board of Directors with respect to a proposed liquidity transaction for long term holders of Class A Shares.

The Board of Directors is recommending that Shareholders vote in favour of the resolution approving the Articles of Amendment. Proxies delivered in favour of the management nominee will be voted in favour of the resolution.

To be effective, the resolution approving the Articles of Amendment must be approved by the affirmative vote of not less than two-thirds of the votes cast at the Meeting in respect of such resolution.

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FINANCIAL STATEMENTS

It is necessary at annual meetings that the Shareholders receive and consider the financial statements for the most recently completed fiscal period of the Corporation together with the Auditors' Report on such financial statements. Reference is made to the financial statements and Auditors' Report with respect to the fiscal period ended September 30, 2025, which has been delivered by email to all Shareholders.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 – Disclosure of Corporate Governance Practices requires all reporting issuers to provide certain annual disclosure of their corporate governance practices. The Corporation's approach to corporate governance is set out in Appendix A.

AUDIT COMMITTEE

Multilateral Instrument 52-110 – Audit Committees requires all reporting issuers to provide certain annual disclosure regarding the composition and responsibilities of the Corporation's Audit Committee. Information regarding the Corporation's Audit Committee is set out in Appendix B.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR+ at www.sedarplus.com. Shareholders may contact the Corporation by mail at 201-1475 Chevrier Blvd., by e-mail at g.cantin@canterra.com, by facsimile at 204-487-7682 or by telephone at 204-988-9750 to request copies of any documents filed on SEDAR+ including copies of the Corporation's financial statements and MD&A. Financial information is also provided for the Corporation's comparative financial statements and MD&A for its most recently completed financial period. The quarterly and annual financial results are also available on the corporate website, www.canterra.com.

CERTIFICATION

The contents and the forwarding of this Circular to the Shareholders have been approved by the directors of the Corporation.

DATED as of the 28th day of January 2026.

BY ORDER OF THE BOARD OF DIRECTORS

James Wilson, Chairman of the Board

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APPENDIX A TO THE INFORMATION CIRCULAR OF CANTERRA SEEDS HOLDINGS LTD.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101 – Disclosure of Corporate Governance Practices requires all reporting issuers to provide certain annual disclosure of their corporate governance practices. The Corporation's approach to corporate governance is set out below.

BOARD OF DIRECTORS

The current board of directors (the "Board") of the Corporation is composed of nine (9) directors.

All the directors of the Corporation are considered by the Board to be "independent" within the meaning of Multilateral Instrument 52-110 – Audit Committees ("MI 52-110"). Those directors are Mr. Jim Wilson, Mr. Kris Mayerle, Mr. Joe Dales, Mr. Scott Bolton, Mr. Lloyd Affleck, Mr. Dan Richards, Ms. Tatiana Henry, Mr. David Pearson, and Ms. Cecile Richard. In each case, they have no direct or indirect "material relationship", as such term is defined in MI 52-110, with the Corporation. As per the terms of the share agreement with Limagrain, LFS USA Corp. has the right to three (3) positions on the Board of Directors. Ms. Tatiana Henry became a director on July 1, 2017, Ms. Cecile Richard became a director on July 22, 2021, and Mr. David Pearson became a director on the Board effective February 1, 2023. In addition, as per the terms of the share agreement with United Farmers of Alberta Co-Operative Limited has the right to one (1) position on the Board of Directors. This position is held by Mr. Scott Bolton who became a director on July 1, 2024. The Directors have proposed for the 2025/26 fiscal period that the Board be set up with nine (9) directors.

The following slate of candidates has been presented for nomination by the Corporate Governance Committee.

Alberta Shareholder	Dan Richards
Saskatchewan Shareholder	Kris Mayerle
Manitoba Shareholder	Jim Wilson
Shareholder at Large	Lloyd Affleck
Limagrain	Cecile Richard
Limagrain	David Pearson
Limagrain	Tatiana Henry
of Alberta Co-Op	Scott Bolton
Joe Dales
	External Director

Mr. Jim Wilson is currently the Chairman of the Board and Mr. Kris Mayerle is the Vice-Chairman of the Board, and each has been elected to this role by the Board of Directors.

DIRECTORSHIP

Jim Wilson served as the Chairman for the Manitoba Agriculture Services Corporation (MASC) from 2016 to 2024 and was a Director on the Board of Seeds Canada from 2020 to 2024. Jim also served on the Board of the Canadian International Grains Institute from 2012 to 2017.

Kris Mayerle currently sits on the Board of Directors of Northeast Ag Research Foundation and previously served on the Board of the Association of Canadian Custom Harvesters, and of Saskatchewan Canola Growers.

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Lloyd Affleck served as both the Chairman and Vice Chairman for Pulse Canada and as a Director with the Saskatchewan Pulse Crop Development Board.

Dan Richards sits on the Board of Directors of the Sexsmith seed cleaning plant.

Joe Dales is the past Chairman of the Board of Governors for the Western Fair Association in London, Ontario, and was recently on the Boards of Vive Crop Protection Inc., Farms.com, and A+L Canada Laboratories Inc.

Scott Bolton is the current Chairman of the Board of Directors of the Business Council of Alberta; he is also on the Boards of Calgary Quest School and FSHD Canada Foundation. He was the Chairman of the Agriculture & Forestry Table for the Premier of Alberta's Economic Recovery Council and was the agriculture representative on the Business Council of Alberta's Define the Decade Committee.

Tatiana Henry, David Pearson, and Cecile Richard sit on the Board of Directors of Limagrain Cereals Research Canada (LCRC) a cereal breeding company in Western Canada. LCRC is a joint venture that is owned 30% by Canterra Seeds and 70% by Limagrain through its subsidiary Vilmorin USA Corp.

ORIENTATION AND CONTINUING EDUCATION

New directors meet personally with the Chairman, the CEO, and the CFO to be educated on the Corporation's operations. The new director is briefed on the up-to-date business plan and strategic plans, financial projections and statements, previous Board minutes, business risks and mitigation strategies, corporate governance guidelines and company policies.

Currently, the skill and knowledge of the Board is such that no formal continuing education process is required. Board members are encouraged to communicate with management and auditors to keep themselves current with industry trends and developments and changes to legislation. Board members have full access to company records.

ETHICAL BUSINESS CONDUCT

The Board and the Corporation have established a set of corporate values that are communicated to all new Board members, business associates and staff. The aim of these values is to encourage a culture of ethical business conduct and corporate success.

1. Innovation – We create and share new ideas, developing product, systems, and processes that deliver the very best quality – always.
2. Passion – We bring enthusiasm, thoughtfulness, and dedication to everything we do.
3. Integrity – We do the right thing – even in the face of adversity.
4. Stewardship – We're committed to the health of the earth and the well-being of our communities. Through sustainable practices and responsible partnerships, we strive to create a better future.
5. Respect – We treat people how we wish to be treated.
6. Teamwork – We work together with a spirit of collaboration, supporting each other and the prairie communities where we were founded.
7. Commitment – We are dedicated to excellence – going above and beyond in everything we do. More than just delivering services, we create meaningful connection.

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NOMINATION OF DIRECTORS

A formal process for nominating directors has been established.

The Governance Committee’s role is to confirm the number of directors that will serve on the Board and to put forward a proposal for the makeup of the Board for the next fiscal year. The Board receives the nominations from the Corporate Governance Committee and passes a motion to accept the Committee’s suggestion.

The Corporate Governance Committee has developed certain criteria for nominations to be acceptable. Nominees must have capability, experience, appropriate expertise, and must be available and willing to commit the time required for this responsibility. The Corporate Governance Committee's role is to work with the Board to determine the various skills and capabilities required for an effective Board and then fill the roles based on a needs assessment that comes out of this analysis. The new slate of nominees is then presented to the Board.

COMPENSATION AND ASSESSMENT

The quantity and quality of the Board compensation is reviewed as required by the Corporate Governance Committee. If needed, the Corporate Governance Committee requisitions a survey to be performed by a third-party consultant examining director's fees and compensation for similar sized companies. Based on this survey, a flat fee is recommended by the Corporate Governance Committee, approved by the Board, and paid semi-annually. In addition to the flat fee, certain Directors are asked to work on the Governance Committee, or the Audit Committee. A flat per day fee is recommended by the Corporate Governance Committee, approved by the Board, and paid semi-annually based on the number of days spent on Committee activities.

The quantity and quality of the CEO's compensation is reviewed by the Chairman and the Corporate Governance Committee. As required, the Corporate Governance Committee requests a survey to be performed by a third-party consultant examining the President & CEO’s compensation for similar sized companies. Based on this survey, fees and compensation are recommended by the Corporate Governance Committee.

The Board does not have a formal external process in place for assessing the effectiveness of the entire Board, its committees, or individual directors. The Board evaluates its own effectiveness by using a self-evaluation analysis tool that points out areas of strength and concerns. In addition, the Board does a further self-evaluation to determine what strengths and characteristics should be on the Board. The Board plans to continue to evaluate itself in this manner in the future. The Chairman monitors but does not formally assess the performance of individual Board members or committee members or their contributions. Using the results of the various efforts to gauge the effectiveness of the Board, the Governance Committee will draft a plan to improve the effectiveness of the Board in the future.

FORCED LABOUR AND CHILD LABOUR REPORT

Canterra Seeds is legislated to complete an annual report that shows the plan and progress to eliminate the use of forced and child labour within the Corporation and its suppliers. The Board is responsible for reviewing and approving this report.

COMMITTEE RESPONSIBILITIES AND ACTIVITIES

Committees of the Board are an integral part of the Board's governance structure. The Board has two standing committees: the Audit Committee and the Corporate Governance Committee.

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The Audit Committee is currently made up of five (5) Board directors: Joe Dales (Chairman), Kris Mayerle, David Pearson, Cecile Richard, and Scott Bolton, all of which are considered independent directors.

The Corporate Governance/Human Resources Committee currently consists of three (3) Board directors: Lloyd Affleck (Chairman), Dan Richards, and Tatiana Henry. The Corporate Governance Committee has the responsibility to review and set the appropriate Corporate Governance structure for the Board. It also has the responsibility for determining the appropriate levels of compensation for the President & CEO and for determining related compensatory matters such as the granting of incentive stock options and the overall corporate compensation structure at Canterra Seeds.

There are no other current standing committees of the Board.

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APPENDIX B TO THE INFORMATION CIRCULAR OF CANTERRA SEEDS HOLDINGS LTD.

THE AUDIT COMMITTEE

MI 52-110 requires all reporting issuers to provide certain annual disclosure regarding the composition and responsibilities of the Corporation's Audit Committee. Information regarding the Corporation's Audit Committee is set out below.

THE AUDIT COMMITTEE CHARTER

Roles and Objective

The Audit Committee (the "Committee") is a committee of the Board to which the Board has delegated its responsibility for oversight of the nature and scope of the annual audit, managements reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board approval, the audited financial statements and other mandatory disclosure releases containing financial information.

The objectives of the Committee are as follows:

1. To assist directors in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Corporation and related matters.
2. To enhance communication between directors and external auditors.
3. To enhance and ensure the external auditors' independence; and
4. To increase the credibility and objectivity of financial reports.

Membership of Committee

1. The Committee shall be comprised of at least three (3) directors, each of which shall be deemed as "independent" as that term is used in MI 52-110.
2. The Board shall have the power to appoint the Audit Committee Chairman.

Meetings

1. At all meetings of the Committee every question shall be decided by a majority of the votes cast. In case of an equality of votes, the Chairman of the meeting shall not be entitled to a second or casting vote.
2. A quorum for meetings of the Committee shall be a majority of its members (three or more), and the rules for calling, holding, conducting, and adjourning meetings of the Committee shall be the same as those governing the Board.
3. Meetings of the Committee should be scheduled to take place at least four times per year. Minutes of all meetings of the Committee shall be taken. The Audit Committee can choose to hold its meetings with the entire Board of Directors present.

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1. The Committee shall forthwith report the results of meetings and reviews undertaken and any associated recommendations to the Board.

2. The Committee shall meet with the external auditors at least once per year in connection with the preparation of the year end financial statements and at such other times as the external auditors and the Committee consider appropriate.

Mandate and Responsibilities of Committee

1. It is the responsibility of the Committee to oversee the work of the external auditors, including resolution of disagreements between management and the external auditors regarding financial reporting.

2. It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to the Corporation’s internal control system:

3. identifying, monitoring, and mitigating business risks; and

4. be assured that there is compliance with legal, ethical, and regulatory requirements.

5. It is a responsibility of the Committee to review the annual financial statements of the Corporation prior to their submission to the Board for approval. The process should include but is not limited to:

6. reviewing changes in accounting principles, or in their application, which may have a material impact on the current or future years’ financial statements.

7. reviewing significant accruals or other estimates.
8. reviewing accounting treatment of unusual or non-recurring transactions.
9. ascertaining compliance with covenants under loan agreements.
10. reviewing disclosure requirements for commitments and contingencies.
11. reviewing adjustments raised by the external auditors, whether included in the financial statements or not.
12. reviewing unresolved differences between management and the external auditors; and

13. obtaining explanations of significant variances within comparative reporting periods.

14. The Committee is to review the financial statements (and make a recommendation to the Board with respect to their approval), prospectuses, management discussion and analysis and all public disclosure containing audited or unaudited financial information before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of the Corporation's disclosure of all other financial information and shall periodically assess the accuracy of those procedures.

15. With respect to the appointment of external auditors by the Board, the Committee shall:

16. recommend to the Board the appointment of the external auditors.

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• recommend to the Board the terms of engagement of the external auditors, including the compensation of the external auditors and a confirmation that the external auditors shall report directly to the Committee; and

• when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change.

• The Committee shall review with external auditors their assessment of the internal controls of the Corporation, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit and upon completion of the audit, their reports upon the financial statements of the Corporation and its subsidiaries.

• The Committee must pre-approve all non-audit services to be provided to the Corporation or its subsidiaries by the external auditors. The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre-approval and the member(s) comply with such other procedures as may be established by the Committee from time to time.

• The Committee shall review risk management policies and procedures of the Corporation (i.e. hedging, litigation and insurance).

• The Committee shall establish a procedure for:

• The receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and

• The confidential, anonymous submission by employees and agents of the Corporation of concerns regarding questionable accounting or auditing matters.

• The Committee shall review and approve the Corporation’s hiring policies regarding employees and former employees of the present and former external auditors of the Corporation.

• The Committee shall have the authority to investigate any financial activity of the Corporation. All employees and agents of the Corporation are to cooperate as requested by the Committee.

• The Committee may retain any person having special expertise and/or obtain independent professional advice to assist in satisfying their responsibilities at the expense of the Corporation without any further approval of the Board.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee is currently made up of five (5) Directors of the Board as follows: Joe Dales (Chairman), Kris Mayerle, Cecile Richard, David Pearson, and Scott Bolton all of whom are "financially literate" and deemed as "independent" as per MI 52-110.

RELEVANT EDUCATION AND EXPERIENCE

Joe Dales is an experienced business executive and is currently an entrepreneur and thought leader on innovation in both the agriculture and food industry. He has years of experience in all areas of business, including finance.

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Kris Mayerle owns and operates Greenleaf Seeds Ltd, a pedigreed seed farm and processing plant in Tisdale, Saskatchewan. He has years of experience in all areas of business within the agriculture sector, including finance.

Cecile Richard is currently the CEO, Americas for the Limagrain Field Seeds Division and has extensive management experience in all areas of business including finance.

David Pearson is currently the Head of Branding for the Limagrain Field Seeds Division. He holds a degree in agronomy and business management at the Durham College of Agriculture and has extensive management experience in all areas of business including finance.

Scott Bolton is the retired President & Chief Executive Officer of United Farmers of Alberta Co-Operative Limited. He has a Bachelor of Commerce degree and is a CPA, CA and has extensive management and finance experience and expertise.

AUDIT COMMITTEE OVERSIGHT

Since the commencement of the Corporation’s most recently completed financial year, there has not been a recommendation by the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

RELIANCE ON CERTAIN EXEMPTIONS

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on the exemption in section 2.4 (De Minimis Non-Audit Services) of MI 52-110 or an exemption from MI 52-110, in whole or in part, granted under Part 8 (Exemptions) of MI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

As provided for in MI 52-110 the Audit Committee must pre-approve all non-audit services to be provided to the Corporation or its subsidiaries, unless otherwise permitted by MI 52-110.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees & SR&ED Prep Fees	All Other Fees
2024/25	$78,400	$10,976	$16,530	$Nil
2023/24	$65,400	$Nil	$19,250	$Nil

The audit related fees are for the PST and administration fees billed as part of the audit fee.

Pursuant to section 6.1 of MI 52-110, the Corporation is exempt from the requirements of Part 3 Composition of the Audit Committee and Part 5 Reporting Obligations of MI 52-110 because it is a venture issuer.