HAKKEN CAPITAL CORP. 4626 Lockehaven Pl.

North Vancouver, British Columbia V7G 2B8, Canada

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an annual general meeting (the “ Meeting ”) of shareholders of Hakken Capital Corp. (the “ Company ”) will be held at McMillan LLP, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 on August 16, 2024 at 10:00 a.m. (Pacific Time).

The Meeting is to be held for the following purposes:

to receive and consider the audited consolidated financial statements of the Company for the fiscal years ended June 30, 2023, together with the auditor’s report thereon, and the related management discussions and analysis;
to appoint, conditional upon, and effective as of the completion of the Company’s reverse take-over transaction with Eshbal Functional Food (Cooperative) Ltd. (the “ Transaction ”), Ziv Haft Certified Public Accountants (Isr), a BDO Member Firm as auditor of the Company for the ensuing year and to authorize the directors to fix their renumeration - see “ Appointment of Auditor” in the accompanying Information Circular;
to set the number of directors for the ensuing year - see “ Number of Directors” in the accompanying Information Circular;
to elect the directors of the Company for the ensuing year - see “ Election of Hakken Directors” in the accompanying Information Circular;
to set the number of directors conditional upon, and effective as of the completion of the Transaction - see “ Number of Directors” in the accompanying Information Circular;
to elect, conditional upon, and effective as of the completion of the Transaction, the following individuals as directors of the Company, Yuval Levy, Tamir Dagan, David Bar-Meir, Ifti Ifhar, Sokhie Puar, David Eto and Nancy Goertzen - see “ Election of Resulting Issuer Directors” in the accompanying Information Circular;
to consider and, if thought appropriate, to pass, conditional upon, and effective as of the completion of the Transaction, an ordinary resolution of disinterred shareholders, as more particularly set forth in the Information Circular, approving the adoption of a new omnibus incentive plan which will consist of a 10% rolling Option plan and 10% fixed restricted share unit plan - see “ Resulting Issuer Omnibus Plan” in the accompanying Information Circular; and
To consider any permitted amendment to or variation of any matter identified in this Notice and to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying Information Circular contains details of matters to be considered at the Meeting. Please review the Information Circular before voting.

The board of directors of the Company has fixed the close of business on July 2, 2024 as the record date, being the date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this notice may properly be considered at the Meeting.

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

Notice-and-Access

The Company has elected to use the notice-and-access model (“ Notice-and-Access Provisions ”) set out in National Instrument 51-102 – Continuous Disclosure Obligations and in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of meeting materials related to this Meeting. The Notice-and-Access Provisions allow the Company to reduce the volume of materials to be physically mailed to Shareholders by posting the Information Circular and any additional annual meeting materials (the “ Proxy Materials ”) online. Under Notice-and-Access, instead of receiving paper copies of the Information Circular, registered Shareholders will receive the Notice and Access Notification to Shareholders (the “ N&A Notification ”) and a form of proxy (the “ Proxy ”). In the case of beneficial (non-registered) Shareholders, they will receive the N&A Notification and a voting instruction form ( “VIF” ). The form of Proxy/VIF enables Shareholders to vote. Before voting, Shareholders are reminded to review the Information Circular online by logging onto the website access page provided and following the instructions set out below. Shareholders may also choose to receive a printed copy of the Information Circular by following the procedures set out below.

Copies of the Proxy Materials and the Annual Financial Statements and MDA are posted on at www.sedarplus.ca and at www.meetingdocuments.com/TSXT/Hakken.

How to Obtain Paper Copies of the Information Circular

Any Shareholder may request a paper copy of the Meeting Materials, including, in particular, the Circular, be mailed to them at no cost by contacting TSX Trust by email at [email protected], or by phone at 1-888-433-6443 (toll free). A Shareholder may also use the toll-free number noted above to obtain additional information about Notice-and-Access Provisions or to obtain a paper copy of the Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

To allow adequate time for a Shareholder to receive and review a paper copy of the Circular and then to submit their vote prior to 10:00 a.m. (Pacific Time) on August 14, 2024, a Shareholder requesting a paper copy of the Circular as described above, should ensure such request is received by the Company no later than August 2, 2024.

Under Notice-and-Access Provisions, Proxy Materials must be available for viewing for up to 1 year from the date of posting and a paper copy of the Information Circular can be requested at any time during this period. To obtain a paper copy of the Information Circular after the Meeting date, please contact the Company.

If you hold your shares in a brokerage account you are not a registered shareholder. Unregistered (beneficial) shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting.

The Company will not use a procedure known as ‘stratification’ in relation to its use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer while using Notice-and-Access Provisions also provides a paper copy of the management proxy circular to some of its shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

DATED at Vancouver, British Columbia, this 8[th] day of July, 2024

BY ORDER OF THE BOARD

“David Eto”

David Eto President and Chief Executive Officer

HAKKEN CAPITAL CORP. 4626 Lockehaven Pl. North Vancouver, British Columbia V7G 2B8, Canada

MANAGEMENT PROXY CIRCULAR

(as at July 8, 2024 except as otherwise indicated)

This Management Proxy Circular (“Circular”) is furnished in connection with the solicitation of proxies by the management of Hakken Capital Corp. (the “Company”) for use at the annual general meeting (the “Meeting”) of its shareholders to be held on August 16, 2024 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Circular, references to the “ Company ”, “ we ” and “ our ” refer to Hakken Capital Corp. “ Common Shares ” means common shares without par value in the capital of the Company. “ Beneficial Shareholders ” means shareholders who do not hold Common Shares in their own name and “ intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. “ Registered Shareholders ” means shareholders who hold Common Shares registered in their own name. “ Shareholders ” means all shareholders who hold Common Shares.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors and officers of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Notice and Access

The Company has elected to use the notice-and-access model (“ Notice-and-Access Provisions ”), provided for under National Instrument 51-102 - Continuous Disclosure Obligations, or NI 51-102 and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) for the delivery of the Meeting materials to its Shareholders. Under the Notice-and-Access Provisions, instead of receiving printed copies of the Circular, Shareholders will receive the Notice and Access Notification containing instructions on how to access such materials electronically. Together with the Notice and Access Notification, Shareholders will also receive a proxy (the “ Proxy ”) (in the case of registered Shareholders) or a voting instruction form (in the case of non-registered Shareholders) (collectively, the “ Meeting Materials ”), enabling them to submit their voting instructions ahead of the Meeting. The Company has not adopted a stratification procedure whereunder printed copies of the Meeting materials are delivered to certain shareholders and not to others.

Notice-and-Access Provisions concerning the delivery of proxy-related materials are found, in the case of registered Shareholders, in Section 9.1.1 of NI 51-102, and, in the case of non-registered or beneficial Shareholders, in Section 2.7.1 of NI 54-101. The Notice-and-Access Provisions allow an issuer to make the information circular forming part of proxy-related materials available to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met. In keeping with Notice-and-Access Provisions reporting issuers, other than investment funds, must deliver proxyrelated materials to registered holders and beneficial owners of securities of such issuer by posting the proxy-related materials on the System for Electronic Document Analysis and Retrieval (“ SEDAR+ ”),

and on a non-SEDAR+ website (usually the reporting issuer’s website and sometimes the registrar and transfer agent’s website) rather than by sending such materials by mail. The Notice-and-Access Provisions can be used to deliver materials for both general and special shareholder meetings. Pursuant to Notice-and-Access Provisions registered and beneficial Shareholders are entitled to request delivery of a paper copy of the Circular at the issuer’s expense. Reporting issuers may still choose to continue to deliver such materials by mail.

The use of Notice-and-Access Provisions reduces paper waste and mailing costs to the Company. To utilize Notice-and-Access Provisions the Company must send a notice (“ Notice and Access Notification ”) to all Shareholders including Registered and Beneficial Shareholders, at least 30 days before the Meeting date, which Notice and Access Notification must indicate that the proxy-related materials have been posted on the internet; and must explain how a Shareholder can access the Meeting proxy materials via the internet; or how a Shareholder may obtain a paper copy of the Circular. The Meeting materials have been posted under the Company’s SEDAR+ directory at www.sedarplus.ca and at the www.meetingdocuments.com/TSXT/Hakken.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the Meeting materials to be posted on the applicable website and other materials to be delivered to shareholders. The requirements of the Notice and Access Notification, which oblige the Company to provide basic information about the Meeting and the matters to be voted on, to explain how a Shareholder can obtain a paper copy of the Circular and any related financial statements and management’s discussion and analysis, and to explain the Notice-and-Access Provisions process, have been built into the Notice and Access Notification.

Individualized copies of the Proxy (or VIF) and a separate Financial Statements Request Form will be mailed together with the Notice and Access Notification (together the “ Meeting Materials ”) to all Shareholders entitled to receive notice of the Meeting. The Meeting Materials will also be furnished to banks, securities dealers, and clearing agencies (“ Intermediaries ”) holding in their names our Common Shares, beneficially owned by others to forward to such beneficial owners.

Under Notice-and-Access Provisions, Meeting Materials including the Circular must be available for viewing for up to 1 year from the date of posting and a paper copy of the Meeting Materials can be requested at any time during this period. To obtain a paper copy of the Circular, after the Meeting date, please contact the Company by email: [email protected] or call (604) 315-2640.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “ Proxy ” or “ form of proxy ”) are officers and directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do

so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by one of the following methods:

(a) by fax – complete, date and sign the enclosed form of Proxy (both sides) and return it to the Company’s transfer agent, TSX Trust Company (“ TSX Trust ”), at 1-416-595-9593;
(b) by e-mail – complete, date and sign the enclosed form of Proxy (both sides) and return it to TSX Trust at [email protected];
(c) by mail – complete, date and sign the enclosed form of Proxy (both sides) and mail it to TSX Trust, TSX Trust Company, Attn: Proxy Department, at: P.O. Box 721, Agincourt, ON, M1S 0A1;
(d) via the internet – go to www.meeting-vote.com and follow the instructions. You will need to refer to your 13-digit control number located on the accompanying form of Proxy.

In each of the above cases Registered Shareholders must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment thereof.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In Canada the vast majority of such Common 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), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing process and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners (“ OBOs ”) object to their name being made known to the issuers of securities which they own; and Non-Objecting Beneficial Owners (“ NOBOs ”) who do not object to the issuers of the securities they own knowing who they are.

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) the Company distributes copies of the Notice of Meeting, this Circular and the Proxy (collectively, the “ Meeting materials ”) to the depository and intermediaries for onward distribution to Beneficial Shareholders. The Company does not send Meeting materials directly to Beneficial Shareholders. Intermediaries are required to forward the Meeting materials to all Beneficial Shareholders for whom they hold Common Shares unless such Beneficial Shareholders have waived the right to receive them.

These securityholder materials are being sent to both registered and non-registered (beneficial) owners of Common Shares. If you are a Beneficial Shareholder, and the Company or its agent sent these materials to you directly, your name, address and information about your holdings of securities were obtained in accordance with applicable securities regulatory requirements by the intermediary holding securities on your behalf. Management of the Company does not intend to pay for intermediaries to forward the Meeting materials to OBOs, so OBOs will not receive the Meeting materials unless their intermediary assumes the cost of delivery.

If you are a Beneficial Shareholder:

If you are a Beneficial Shareholder you should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The proxy form supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada and in the United States. Broadridge mails a Voting Instruction Form (“ VIF ”) in lieu of the proxy provided by the Company. The VIF will name the same persons as are named on the Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), who is different from any of the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, insert the name of the desired representative, which may be you, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge in accordance with Broadridge’s instructions. Broadridge will then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting to vote your Common Shares.

Notice to Shareholders in the United States

The solicitation of proxies is not subject to the requirements of Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”), by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this

Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

This document does not address any income tax consequences of the disposition of the Company’s shares by shareholders. Shareholders in a jurisdiction outside of Canada should be aware that the disposition of shares by them may have tax consequences both in those jurisdictions and in Canada and are urged to consult their tax advisors with respect to their particular circumstances and the tax considerations applicable to them.

Any information concerning the Company has been prepared in accordance with Canadian standards under applicable Canadian securities laws and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada. Such consequences for the Company’s Shareholders who are resident in, or citizens of, the United States may not be described fully in this Circular.

The enforcement by the Company’s Shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that all of their officers and directors named herein are residents of a foreign country and that the major assets of the Company are located outside the United States.

Revocation of Proxies

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

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the registered shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to TSX Trust Company, or to the Company’s office at 4626 Lockehaven Pl., North Vancouver, British Columbia V7G 2B8, Canada, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

(b) personally attending the Meeting and voting the registered shareholder’s Common Shares.

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

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

Other than as set forth in this Circular, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer of the Company, any nominee for election as a director of the Company or any associate or affiliate of any such person, in any matter to be acted upon at the Meeting other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors of the Company (the “ Board ”) has fixed July 2, 2024, as the record date (the “ Record Date ”) for determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy or VIF in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

Hakken was incorporated under the Business Corporations Act (British Columbia) on October 11, 2018 under the name “Hakken Capital Corp.” Hakken is listed on TSX Venture Exchange (the “ Exchange ”).

Hakken is a Capital Pool Company (“ CPC ”) established in accordance with the rules and policies of the Exchange and, since its incorporation, the sole activities of the Company have been to identify, evaluate, and acquire assets, properties or businesses that could constitute a Qualifying Transaction, as such term is define in Policy 2.4 of the Exchange’s Corporate Governance Manual (the “ CPC Policy ”). Hakken has not commenced commercial operations and at present has no assets other than cash.

The authorized capital of the Company consists of an unlimited number of common shares without par value. As at the date of this Information Circular, 11,985,695 Common Shares were issued and outstanding, of which 2,676,000 Common Shares are held in escrow.

To the knowledge of the directors and executive officers of the Company, there was no shareholder who beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as at July 2, 2024.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the fiscal year ended June 30, 2023, the reports of the auditor thereon, and the related management discussion and analysis will be tabled at the Meeting and will be available at the Meeting. These documents will be available on the Company’s SEDAR+ profile at www.sedarplus.ca. Additional information relating to these documents may be obtained by Shareholders upon request without charge by contacting the Company’s Chief Executive Officer c/o McMillan LLP, 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia V6E 4N7.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the ordinary resolutions described herein. If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The provisions of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below.

The Audit Committee’s Charter

The Company’s audit committee (the “ audit committee ”) has a charter, a copy of which was attached as Schedule A to the Company’s information circular dated December 7, 2022 and filed on SEDAR+ on December 8, 2022.

Composition of the Audit Committee

Pursuant to Section 6.1.1(3) of NI 52-110, a majority of the audit committee must not be executive officers, employees or control persons of the Company. The members of the audit committee are Barry D. McKnight, Douglas H. Blakeway and Robert E. Trenaman. Barry D. McKnight is an executive officer of the Company and not considered to be independent. Douglas H. Blakeway and Robert E. Trenaman are not executive officers of the Company and are independent members of the audit committee. All members are considered to be financially literate.

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

A member of the audit committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

Each member of the Company’s audit committee has adequate education and experience relevant to their performance as an audit committee member and, in particular, the requisite education and experience that provides the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and
(c) an understanding of internal controls and procedures for financial reporting.

See further information for each audit committee in the section entitled “ Particulars of Matters to be Acted Upon– Number of Directors".

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Manning & Elliot LLP, and conditional upon completion of the Transaction (as defined below), Ziv Haft Certified Public Accountants (Isr), a BDO Member Firm.

Reliance on Certain Exemptions

At no time has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

The Company is a “venture issuer” as defined in NI 52-110 and is relying on the exemptions in section 6.1 of NI 52-110 relating to Parts 3 ( Composition of the Audit Committee ) and 5 (Reporting Obligations ).

Pre-Approval Policies and Procedures

See the Audit Committee Charter which was attached as Schedule A to the Company’s information circular dated December 7, 2022 and filed on SEDAR+ on December 8, 2022.

External Auditor Service Fees

Fees incurred with Manning & Elliot for audit and non-audit services in the last two fiscal years are outlined in the following table.

n the following table.
Nature of Services	Fees Paid to Auditor in Year Ended June 30, 2023	Fees Paid to Auditor in Year Ended June 30, 2022
Audit Fees(1)	$12,000	$12,000
Audit-Related Fees(2)	Nil	Nil
Tax Fees(3)	Nil	Nil
All Other Fees(4)	Nil	Nil
Total	$12,000	$12,000

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include all other non-audit services.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices; as such practices are both in the interests of Shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

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

The Board facilitates its exercise of independent judgement in carrying out its responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board requires management to provide complete and accurate information with respect to the Company’s activities and to provide relevant information concerning the industry in which the Company operates in order to identify and manage risks. The Board is responsible for monitoring the Company’s officers, who in turn are responsible for the maintenance of internal controls and management information systems.

Two of the Company’s four directors are independent. The independent members of the Board are Douglas H. Blakeway and Robert E. Trenaman. The non-independent member is Barry D. McKnight, who is the Chief Financial Officer and Corporate Secretary of the Company.

Directorships

Currently. no directors are directors of other reporting issuers.

Orientation and Continuing Education

New directors were provided with an informal orientation regarding the role of the Board, the Audit Committee, and individual directors, and the nature of the Company’s business. Members of the Board are encouraged to communicate with management of the Company, external legal counsel and auditors, and other external consultants to educate themselves about the Company’s business and applicable legal and regulatory developments.

Ethical Business Conduct

The Company has not adopted formal guidelines to encourage and promote a culture of ethical business conduct, but does so by nominating Board members it considers ethical, by avoiding or minimizing conflicts of interest, and by having at least one independent director. It is not anticipated that the Board will adopt formal guidelines in the 12 months following the date of this Circular.

Nomination of Directors

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

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

If there is a change in the directors of a CPC prior to the completion of a Qualifying Transaction, each new director must comply with the policies of the Exchange and provide the Exchange with an undertaking as described in Section 14.12 of the CPC Policy.

Compensation

The directors and senior management of the Company receive no cash compensation for acting in their capacity as directors and officers of the Company. See “ Statement Of Executive Compensation " below.

Other Board Committees

Given its size, the Company does not have an executive committee of its directors or any other committee except the audit committee.

When necessary, the Board will strike a special committee of independent directors to deal with matters requiring independent oversight.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and its committees.

No formal policy has been established to monitor the effectiveness of the directors, the Board and its audit committee. However, the Company believes that its corporate governance practices are appropriate and effective given the Company’s developmental stage.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

All capitalized terms used in this section shall have the meanings ascribed thereto in the CPC Policy, unless otherwise defined herein. Section 7.2 of the CPC Policy states that until the completion of a Qualifying Transaction, except as provided therein, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities, promotional or market-making services in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including,

(a) remuneration, which includes, but is not limited to:
(i) salaries;
(ii) consulting fees;
(iii) management contract fees or directors’ fees;
(iv) finders’ fees;
(v) loans;
(vi) advances;
(vii) bonuses; and
(b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Company, so long as it is a CPC, is the granting of incentive stock options. Due to the foregoing limitation, the Board does not consider the implications of the risks associated with the Company’s compensation policies and practices.

Named Executive Officer

In this section “Named Executive Officer” (an “ NEO ”) means the Chief Executive Officer (the “ CEO ”), the Chief Financial Officer (the “ CFO ”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation was more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year.

The NEOs of the Company for the purpose of the following disclosure are:

David Eto – President and Chief Executive Officer; and
Barry D. McKnight – Chief Financial Officer and Corporate Secretary

The Directors who are not NEOs of the Company for the purpose of the following disclosure are:

Douglas H. Blakeway – Director; and
Robert E. Trenaman – Director.

Director and Named Executive Officer Compensation

The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.

The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.	The following compensation table, excluding options and compensation securities, provides a summary of the compensation paid by the Company to NEOs and members of the Board for the two most recently completed financial years ended June 30, 2023 and June 30, 2022.

	Table of Compensation Excluding Compensation Securities
		Salary,
Name and principal position	Year	consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of Perquisites ($)	Value of all other compensation ($)	Total compensation ($)
David Eto(1)(2) President, CEO and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Barry D. McKnight(1)(2) CEO, Corporate Secretary and Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Douglas H. Blakeway(1) Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Robert E. Trenaman(1) Director	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Messrs. Eto, McKnight, Blakeway and Trenaman were each appointed director on October 11, 2018.

(2) Mr. Eto was appointed as President and Chief Executive Officer of the Company and Mr. McKnight was appointed Corporate Secretary and Chief Financial Officer on October 11, 2018.

Stock Options and Other Compensation Securities

The Company has a 10% “rolling” share option plan dated for reference June 14, 2019, as amended effective March 18, 2022 (the “ Option Plan ”), pursuant to which the Company may grant options to acquire up to a maximum of 10% of the issued and outstanding Common Shares of the Company.

The Company did not grant any stock options during the financial years ended June 30, 2023 and June 30, 2022 to any of the NEOs and directors of the Company who were not also NEOs.

Exercise of Compensation Securities by NEOs and Directors

There were no compensation securities exercised by any of the NEOs or directors of the Company during the financial years ended June 30, 2023 and June 30, 2022.

Stock Options and Other Incentive Plans

The Company has the Option Plan pursuant to which the Company may grant options to acquire up to a maximum of 10% of the issued and outstanding Common Shares of the Company, except that, so long as

the Company remains a CPC, the number of Common Shares reserved for issuance under the Option Plan is limited to 10% of the issued and outstanding Common Shares as at the date of grant.

The Company believes that encouraging its executives to become shareholders is the best way of aligning their interests with those of its long-term shareholders as the executives are provided with the opportunity to participate in the appreciation of the Company’s Common Share price. The Option Plan is implemented to provide incentive to officers, directors, employees and consultants to increase their proprietary interest in the Company. The Option Plan is administered by the Board and the Board determines the individuals receiving grants under the Option Plan, the number of options, date of and the corresponding exercise price of all grants made under the Option Plan.

Option Plan

Pursuant to the Exchange’s new Policy 4.4 – Share-Based Compensation (“ Policy 4.4 ”), the Company has the Option Plan. The Option Plan allows the Company to grant options to purchase Common Shares to a maximum of 10% of the issued and outstanding Common Shares at the time an option is granted. As such, as long as the Company is a CPC, a maximum of 660,000 Common Shares may be issued under the Option Plan until Completion of the Qualifying Transaction. Options may be granted at the discretion of the Board to eligible optionees (the “ Optionees ”) under the Option Plan.

Until the Company completes its Qualifying Transaction and ceases to be a CPC, all stock options granted under the Option Plan will be subject to the terms and conditions of the CPC Policy.

Eligible Optionees

Under Exchange policies, to be eligible for the issuance of an option under the Option Plan an Optionee must either be a director, officer or employee, a consultant, or an employee of a company providing management or other services to the Company or a subsidiary at the time the option is granted.

Pursuant to the Option Plan, an option is the right to purchase Common Shares granted pursuant to the Option Plan. Options may be granted only to an individual or to a non-individual that is wholly owned by individuals eligible for an option grant. If the option is granted to a non-individual, it must provide the Exchange with an undertaking that it will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect, without the consent of the Exchange or the Company.

Options granted to NEOs (defined below) take into account a number of factors, including the amount and term of Options previously granted, base salary or consulting fees, performance and market comparability. As the Company is a CPC there are currently 660,000 Options outstanding pursuant to the Option Plan. Of those Options granted, 660,000 were granted to directors and officers of the Company.

Material Terms of the Option Plan

The following is a summary of the material terms of the Option Plan:

(a) for options granted to employees or service providers (inclusive of management company employees), the Company must ensure that the proposed Optionee is a bona fide employee or service provider (inclusive of management company employees), as the case may be, of the Company or any subsidiary;
(b) no Optionee can be granted an option or options to purchase more than 5% of the outstanding listed shares of the Company in any one-year period, unless disinterested shareholder approval is obtained; and the number of Common Shares reserved for issuance pursuant to Options to all

technical consultants may not exceed 2% of the outstanding Common Shares at the date of grant. Options granted by a Capital Pool Company are subject to the percentage limitations set forth in Policy 4.4;

(c) no options will be granted under the Option Plan to any person providing Investor Relations Activities until the Company ceases to be a CPC, and upon ceasing to be a CPC, no option will be granted to a person providing Investor Relations Activities, unless the Company issues a news release at the time of grant of options to an Optionee engaged in Investor Relations Activities;
(d) Options granted by the Capital Pool Company must be granted in compliance with Policy 4.4 and Exchange Policy 2.4;
(e) options granted to any consultants in any 12-month period cannot exceed 2% of the issued and outstanding Common Shares of the Company, as at the date of grant, without prior consent of the Exchange;
(f) subject to a minimum exercise price of $0.10 per Common Share, the minimum exercise price of an option granted under the Option Plan must not be less than the Discounted Market Price (as defined in the policies of the Exchange);
(g) as long as the Company is a CPC, exercise price per Common Share must be equal to or greater than $0.10 per Common Share;
(h) all options granted under the Option Plan are non-assignable and non-transferable and exercisable for a period of up to 10 years;
(i) an option must be outstanding for at least one year before the Company may extend its term, however, subject to Exchange requirements, while the Company remains a CPC, all Common Shares issued upon exercise of options must be placed in escrow until closing of the Qualifying Transaction;
(j) options may be exercised the greater of 12 months after the date of cessation of being an Optionee (or such other time, not to exceed 12 months as shall be determined by the Board as at the time of grant or agreed to by the Board and the Optionee at any time prior to expiry of the options) and 90 days following cessation of the Optionee’s position with the Company, and only to the extent that such options were vested at the date the Optionee ceased to hold its position with the Company, provided that if the cessation of office, directorship, or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option;
(k) no one participant may be granted options to purchase more than 5% of the number of the issued and outstanding Common Shares and no more than 2% of the issued and outstanding Common Shares may be granted to any one consultant in any 12-month period. Following completion of the Company’s Qualifying Transaction and issuance of a news release advising of issuance of options to any investor relations consultant, no more than an aggregate of 2% of the issued and outstanding Common Shares may be granted to all investor relations service providers in any 12-month period. No more than 10% of the issued and outstanding Common Shares may be granted to insiders (as a group) within any 12-month period or at any point in time, subject to a majority disinterested shareholder vote in favour of an ordinary resolution to approve any grant surpassing the 10% maximum limit; and subject to the required Exchange approval;
(l) vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory

performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a Director of the Company or its affiliates during the vesting period. Following completion of the Company’s Qualifying Transaction and issuance of a news release advising of issuance of options to any investor relations consultant, all options granted to investor relations providers must vest in stages over twelve months with no more than 25% vesting in any three-month period;

(m) the Option Plan provides that appropriate adjustments, if any, are to be made by the Board in connection with a reorganization, reclassification, corporate consolidation, merger, distribution, amalgamation, or sale of the Common Shares issuable or amounts payable to preclude a dilution or enlargement of the benefits under the Option Plan. All such adjustments of share capital are subject to prior approval of the Exchange, except for share capital adjustments made with respect to a consolidation or a split of the Common Shares, in accordance with Policy 4.4, s. 4.7(d); and that any such adjustment must be made at the same time of the event giving rise to it, and all such adjustments are cumulative;
(n) the Board reserves the right in its discretion to amend, suspend, terminate or discontinue the Option Plan, subject to any required shareholder or Exchange approvals; and
(o) as long as the Company remains a “capital pool company” under the policies of the Exchange, the Company is subject to the requirements applicable to “capital pool companies,” including the limitation that the total number of Common Shares which may be reserved under option for issuance cannot exceed 10% of the Common Shares outstanding as at the date of reservation of such Common Shares.

A copy of the Option Plan is available under the Company’s SEDAR+ profile at www.sedarplus.ca.

Employment, consulting and management agreements

The Company has no agreements, compensatory plans or arrangements with any of its NEOs and/or directors under which compensation was provided to such persons during the two most recently completed financial year ends.

Oversight and description of director and NEO compensation

The Board is responsible for determining compensation for the officers and non-executive directors of the Company.

The Company is a “capital pool company” or “CPC” in accordance with Exchange policies and, at present, does not conduct any active business operations. Until such time as a “Qualifying Transaction” as defined in the Exchange policies has been completed, no compensation will be paid to any NEOs or directors. Pension Disclosure

The Company has no defined benefit, defined contribution, pension, retirement, deferred compensation or actuarial plans for the NEOs or directors of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Policy 4.4 specifies that all listed issuers must implement a stock option plan. The Company’s “rolling” 10% plan as characterized by Policy 4.4 pursuant to which the aggregate number of Common Shares reserved for issuance thereunder may not exceed, at the time of grant, in aggregate, 10% of the Company’s issued and outstanding Common Shares from time to time. In February 2022, the disinterested shareholders approved amendment of the Option Plan effective as of March 18, 2022 to make the terms of the Option

Plan compliant with the new Policy 4.4. Pursuant to Policy 4.4, the Company must obtain approval from both the Shareholders and the Exchange for continuation of the Option Plan annually.

A copy of the Option Plan is available under the Company’s SEDAR+ profile at www.sedarplus.ca.

The following table sets out equity compensation plan information as at the end of the financial years ended June 30, 2023:

Equity Compensation Plan Information

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 (the Option Plan)	660,000	$0.10	Nil
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	660,000	$0.10	Nil

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company or have any indebtedness that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction (other than solely in such person’s capacity a Shareholder) which has materially affected or would materially affect the Company during the year ended June 30, 2023, or has any interest in any material transaction in the current year or as of the date hereof.

MANAGEMENT CONTRACTS

The business of the Company is managed by its directors and officers and the Company has no management agreement with persons who are not officers or directors of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

The Company has entered into a business combination agreement dated May 28, 2024 (the “ Agreement ”) with ESHBAL Functional Food (Agricultural Cooperative) Ltd. (“ ESHBAL ”), an agricultural cooperative existing under the laws of Israeli, and the unitholder of ESHBAL, which sets forth the terms and conditions upon which the Company will acquire ESHBAL (the “ Transaction ”). The Transaction will result in a reverse takeover of Hakken by ESHBAL and which is expected to constitute the Company’s Qualifying

Transaction under the CPC Policy. The Transaction remains subject to a number of material conditions, including completion of a concurrent financing, approval of the Exchange, and other regulatory approvals. The resulting issuer from the Transaction (the “ Resulting Issuer ”) would operate the existing business of ESHBAL.

In connection with the Transaction, the Company will issue 49,000,000 Shares to the unitholders of ESHBAL as partial consideration. In addition, the Company will undertake a concurrent financing of a minimum of 7,000,000 units of the Company up to a maximum of 14,000,000 units of the Company (with each unit consisting of one Share and one Share purchase warrant). The Company will also issue 2,000,000 to a finder and 1,000,000 to Haywood Securities Inc. as compensation for assistance with the Transaction. The Company anticipates having a minimum of 70,985,695 Shares and a maximum of 77,985,695 Shares issued and outstanding upon the closing of the Transaction.

For additional information in respect of the Transaction, please see the press release of the Company dated June 6, 2024.

In connection with, and as a condition to, the completion of the Transaction, the Company intends to, among other things:

appoint Ziv Haft Certified Public Accountants (Isr), a BDO Member Firm, as the auditor of the Resulting Issuer, conditional upon, and effective as of the completion of the Transaction;
set the number of directors of the Company at seven (7), conditional upon, and effective as of the completion of the Transaction;
elect, conditional upon, and effective as of the completion of the Transaction, as directors of the Company, Yuval Levy, Tamir Dagan, David Bar-Meir, Ifti Ifhar, Sokhie Puar, David Eto and Nancy Goertzen (the “ Resulting Issuer Directors ”); and
adopt, subject to and effective as of the completion of the Transaction, a new omnibus plan that which will consist of a 10% rolling Option plan and 10% fixed restricted share unit (“ RSU ”) plan in place of the Company’s current Option Plan (the “ Omnibus Plan Resolution ”). (the “ Omnibus Plan ”).

SHAREHOLDER APPROVAL IS NOT REQUIRED FOR THE TRANSACTION AND, AS SUCH, SHAREHOLDERS ARE NOT BEING ASKED TO APPROVE THE TRANSACTION. However, the Transaction is important to the Company, and the appointment of the new auditor, the setting of the number of directors, election of the Resulting Issuer Directors, and the adoption of the Omnibus Plan to be considered at the Meeting are necessary in order to prepare the Company to complete the Transaction. Full details regarding ESHBAL and the Transaction will be disclosed in the filing statement (the “Filing Statement”) to be filed by the Company in connection with the Transaction. The Filing Statement will be posted on SEDAR+ at www.sedarplus.ca and will be provided to Shareholders free of charge upon request.

Appointing the new auditor, increasing the number of directors, the election of the Resulting Issuer Directors, and the adoption of the Omnibus Plan sought to be passed by the Shareholders at the Meeting are conditions, obligations and/or covenants to the Transaction and are therefore necessary to the completion of the Transaction.

Appointment of Auditor

At the Meeting the Board will nominate Ziv Haft Certified Public Accountants (Isr), a BDO Member Firm (“ Ziv Haft ”), for appointment as auditor of the Company, conditional on and effective upon the completion

of the Transaction and to hold such office until the next annual meeting of Shareholders, based on the recommendation of the Audit Committee and the Board, and to authorize the Board to fix the remuneration of the auditor (the “ Auditor Resolution ”). Manning & Elliot LLP is the current auditor of the Company, re-appointed at the annual meeting of shareholders of the Company held January 4, 2023, and first appointed as auditor of the Company on April 18, 2019. If the Transaction does not close, Manning & Elliott LLP will remain the auditor of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE AUDITOR RESOLUTION. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the Auditor Resolution.

Number of Directors

The term of office of each of the four (4) current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the BCA, each director elected will hold office until the conclusion of the next annual meeting of the Company, or if no director is then elected, until a successor is elected.

Management has proposed to increase the number of directors of the Company from four (4) to seven (7), subject to and effective upon the completion of the Transaction, to allow the Resulting Issuer to appoint a board composed of three “non-independent” members and four “independent” members as such term is defined under the rules and policies of the Exchange (the “ Board Number Resolution ”). If the Transaction does not close, the number of directors to be elected will remain at four (4). The Shareholders will be asked at the Meeting to approve an ordinary resolution to determine that the number of directors to be elected at the Meeting be set at four.

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE BOARD NUMBER RESOLUTION. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the Board Number Resolution.

Election of Hakken Directors

The Board currently consists of four directors, namely Dave Eto, Barry D. McKnight, Douglas H. Blakeway and Robert E. Trenaman (the “ Hakken Directors ”). The term of office of each of the current Hakken Directors will end at the conclusion of the Meeting, and each of the Hakken Directors will be put forward as management’s nominees for election at the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the British Columbia Business Corporations Act (the “ BCBCA ”), each director elected at the Meeting will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected. At the Meeting, Shareholders will be asked to approve an ordinary resolution to determine that the number of directors to be elected at the Meeting be set at four.

As set out below, it is contemplated that each of the Hakken Directors will resign and will be replaced by the Resulting Issuer Directors upon completion of the Transaction.

The following table and notes set out the name of each of the current Hakken Directors, their principal occupation, the date they first became a director of the Company and the number of shares of the Company beneficially owned, or controlled or directed, directly or indirectly, by each such individual as of the date hereof.

Name of Nominee; Current Position with the Company and Province and Country of Residence	Period as a Director of the Company	Principal Occupations in Past Five Years(1)	Common Shares Beneficially Owned or Controlled(1)
Dave Eto President, CEO and Director British Columbia, Canada	Since Oct 11, 2018	President of Qumai SA (January 2018 to Present). CEO of the Company	638,000(2)(3)
Barry D. McKnight(5) CFO and Director British Columbia, Canada	Since Oct 11, 2018	Principal of Barry D. McKnight Inc. (January 1991 to present)	538,000(2)(4)
Douglas H. Blakeway(5) Director British Columbia, Canada	Since Oct 11, 2018	Past CEO, Chairman and Director of Nanotech Security Corp. (May 1984 to October 2021)	500,000(2)
Robert E. Trenaman(5) Director British Columbia, Canada	Since Oct 11, 2018	Businessman – over 30 years’ experience in the mining industry and has been involved in all components of mining operations and management of Canadian publicly‐ listed mining organizations; Mr. Trenaman has been a consultant to various mining interests over the past 15 years	500,000(2)

Notes:

The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
Mr. Eto, Mr. McKnight, Mr. Blakeway and Mr. Trenaman also each hold options to purchase 165,000 Common Shares at $0.10 each, expiring March 13, 2030.
600,000 of these Common Shares are held by 1096210 B.C. Ltd., a corporation beneficially owned and controlled by Mr. Eto.
Of these Common Shares, 38,000 are held in Mr. McKnight’s RRIF.
Member of Audit Committee.

None of the nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

Biographies of Hakken Directors

David Eto, - Director, President and CEO

Mr. Eto is the Chief Executive Officer, President and a director of the Company and has served in these positions since October 11, 2018. Mr. Eto obtained his B.Sc. (Agriculture) from the University of British Columbia in 1985 and has accumulated 34 years of experience in various private and public companies. Mr. Eto specializes in bakery, fresh, refrigerated and frozen foods in the Retail and Foodservice sectors focussing on strategic and operational continuous improvement principles developing excellence in management teams and culture. Since January 2018, Mr. Eto has been the President of Qumai SA, a strategic advisory consulting firm. He was the General Manager of Creekside Custom Foods for six years prior to his three years as the Director of Corporate Affairs of Premium Brands Holding Corp. before serving as the Chief Executive Officer for the British Columbia Dairy Association from July 2012 to December, 2016. Mr. Eto was the Chief Executive Officer of Naturally Splendid Enterprise Inc., a reporting issuer in British Columbia and Alberta, from December 2016 to December 2017. Mr. Eto has been a director of Geyser Brands Inc. (formerly Kanzen Capital Corp.) since September 2016. Mr. Eto is presently a

director of Free Point Technologies Inc., a private “industrial internet of things” company specializing in the automotive industry.

Barry D. McKnight - Director, Chief Financial Officer and Corporate Secretary

Mr. McKnight is the Chief Financial Officer, Corporate Secretary and a director of the Company and has served in these positions since October 11, 2018. Mr. McKnight obtained his B.A. from the University of British Columbia and has been a Chartered Professional Accountant registered in British Columbia since June 2015 and a Certified Management Accountant registered in British Columbia since October 1984. He is currently a licensed sole practitioner of the Chartered Professional Accountants of BC with over thirty years of experience as the principal of Barry D. McKnight Inc. Mr. McKnight was a director of Geyser Brands Inc. (formerly Kanzen Capital Corp.) from September 2016 to December 2018 and is also the former Chief Financial Officer. Mr. McKnight was also a director of Indigo Sky Capital Corp., a reporting issuer from 2010 to 2013. See “ Other Reporting Issuer Experience ”.

Douglas H. Blakeway - Director

Mr. Blakeway is a director of the Company and has over 40 years of experience in executive management in technological business development. He founded Nanotech Security Corp. in May 1984 and served as a director and Chairman of the Board until October 2021. He also served as Chief Executive Officer of Nanotech Security from May 1984 to January 2019. From September 2006 until June 2012 he was Managing Director and a consultant providing product manufacturing management services to G4S Justice Services (Canada) Inc. Mr. Blakeway was also a director of Geyser Brands Inc. (formerly Kanzen Capital Corp.) from February 2017 to December 2018. Mr. Blakeway is a member of the Simon Fraser University Surrey – Business Advisory Council and is an Entrepreneur in Residence SFU Venture Connection. He is also a member of Canadian Listed Company Association and CMC Microsystems Inc., a government body operating through the National Science and Engineering Research Council of Canada. Since 1982, Mr. Blakeway has held director positions with various public companies listed on the TSX Venture Exchange. See “Other Reporting Issuer Experience”. Mr. Blakeway will devote the time necessary to perform the work required in connection with the management of the Company and the completion of the Qualifying Transaction.

Robert E. Trenaman – Director

Mr. Trenaman has spent his working career in the areas of mining and corporate finance. Mr. Trenaman began his career at Cominco Ltd. and Taurus Resources Inc. where he worked in all facets of underground mining operations. Using practical mining experience, Mr. Trenaman positioned himself into an eventual executive role at Tidal Royalty Corp. (formerly Treminco Resources Ltd., Tulloch Resources Ltd. and Elkhorn Gold Mining Corp.) (“ Treminco ”). Over the duration of his 14 years at Treminco, Mr. Trenaman served as a director, corporate secretary, vice‐president of operations, and president of Treminco. Most recently, Mr. Trenaman served as the President and Chief Operating Officer for Eastern Resources Inc. (formerly Montana Tunnels Mining Inc. and Elkhorn Goldfields, Inc.) in addition to his role at Geyser Brands Inc. (formerly Kanzen Capital Corp.) involving regulatory and exchange compliance. Mr. Trenaman holds a Bachelor of Arts degree from the University of British Columbia.

Election of Resulting Issuer Directors

At the Meeting, Shareholders of the Company will be asked to elect, conditional upon and effective as of the completion of the Transaction, the directors of the Company to hold office until the next annual meeting

of the Company’s Shareholders or until the successors of such directors are elected or appointed. If the Transaction is completed, the Resulting Issuer Directors will take office upon completion of the Transaction. At the time of the Meeting, the Transaction will not yet have been completed.

It is proposed that the Resulting Issuer Directors will be Yuval Levy, Tamir Dagan, David Bar-Meir, Ifti Ifhar, Sokhie Puar, David Eto and Nancy Goertzen. The Company’s Shareholders will be able to vote in favour of, or withhold from voting, separately for each of the Resulting Issuer Directors. If elected, such nominees will take office upon the completion of the Transaction. Immediately upon completion of the Transaction, and assuming the election of the aforementioned directors, each of the Hakken Directors will resign as directors of the Company, other than David Eto. If the Transaction is not completed, the Hakken Directors will remain as directors of the Company.

Management does not contemplate that any of the proposed nominees will be unable to serve as a director but, if that should occur for any reason before the Meeting, the management representatives designated in the form of proxy (or voting instruction form, as applicable) reserve the right to vote for another nominee at their discretion. Each Resulting Issuer Director elected will hold office from and after the completion of the Transaction until the Company’s next annual meeting or until his successor is elected or appointed.

The following table sets forth certain information regarding each of the proposed Resulting Issuer Directors. The names of the proposed directors of the Company, their province/state and country of residence, their proposed positions with the Company, the number and percentage of voting securities of the Company proposed to be beneficially owned by them, directly or indirectly (on a non-diluted basis), or over which control or direction is proposed to be exercised, and their principal occupations during the past five years are as follows:

Name of Nominee, Current Position with the Company and Province and Country of Residence	Period as a Director of the Company	Principal Occupations in Past Five Years(1)	Common Shares Beneficially Owned or Controlled(1)
Yuval Levy	N/A Resulting Issuer Nominee	Owner and Officer of Noki Infant Products Inc, entrepreneur and executive at other companies	Nil
Tamir Dagan	N/A ResultingIssuer Nominee	Owner and Officer of Shiran Representatives 2008 Ltd.	Nil
David Bar-Meir	N/A ResultingIssuer Nominee	Owner and Officer of L.D. Bar-El Ltd.	Nil
Ifti Ifhar	N/A ResultingIssuer Nominee	Advisor to companies in Israel	Nil
Sokhie Puar	N/A Resulting Issuer Nominee	Former CEO of Else Nutrition. Advisor to public and private companies in various sectors.	Nil
David Eto	Since October 11, 2018	President of Qumai SA (January 2018 to Present). CEO of the Company	638,000
Nancy Goertzen	N/A ResultingIssuer Nominee	Corporate director and advisor to companies in various sectors	Nil

Notes:

(1) The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by ESHBAL Functional Food (Cooperative) Ltd.

Biographies of the Resulting Issuer Directors

Yuval Levy - Mr. Yuval Levy, through Noki I.P. Ltd., is the major holder of Eshbal. Noki acquired several companies: Heintz-Remedia baby food, Arava Tea, Taami baby food and established Adama China, a flavors company. From 1991 to 2005 Mr. Levy served as Senior Executive Vice President at Frutarom and as General Manager of the Global Flavors Division, focusing mainly on business development and M&A of many companies around the world. Mr. Levy holds a B.A. (Hons) in International Marketing from F.I.T. University in New York.

Tamir Dagan - Mr. Tamir Dagan, through Shiran Representatives 2008 Ltd., is a holder of Eshbal. He has over 30 years of experience in the food industry, as well as other industries. Mr. Dagan is the owner and CEO of Shiran Representatives 2008 Ltd. whose field of activity is international trade in raw materials for industries and representation of international companies.

David Bar-Meir - Mr. David Bar-Meir, through L.D Bar-El Ltd., is a holder of Eshbal. David was part of the restaurant business managing “The Original Pancake House” in Israel for almost 30 years. In 2003, Mr. Bar-Meir established L.D Bar-El Ltd. and after an intensive three years of R&D was able to launch good quality gluten free baked goods while making “Bar-El Bakery” a leader in its field in the Israeli market. In 2016, Mr. Bar-Meir merged the bakery with Eshbal’s activity and with that also became part owner of Eshbal. Since 2016, Mr. Bar-Meir had various management positions in Eshbal and serves as one of its directors.

Ifti Ifhar - Mr. Ifhar is an experienced CEO, CFO and Head of M&A with strong strategic business acumen, team building and financial and operational expertise. Mr. Ifhar has experience with growing companies in different stages, from early-stage, fast growth start-ups as well as activities/units within matured, large, global corporations. Mr. Ifhar has extensive experience leading global strategic M&A transactions. Mr. Ifhar has a B.A degrees in Accounting and Economics, and Executive MBA from Recanati Business School in Tel Aviv University.

Sokhie Puar - Mr. Puar, with over 30 years in the public markets, has worked in various capacities in both public and private companies. He has worked with companies in the health and wellness, mining, oil and gas, technology, education and clean energy sectors since 2001. More recently Mr. Puar has held the position of CEO and Director of Else Nutrition Holdings Inc. and currently remains the lead director of that company. He also sits on the board of Adcore Inc. Mr. Puar holds a diploma in Mechanical Engineering Technology and a diploma in Business Administration from the British Columbia Institute of Technology. Mr. Puar sits and has sat on the board of many public and private companies including the board of Governors of Southpointe Academy, an independent school located in Tsawwassen, B.C., where he Chaired the Governance Committee, and currently sits on multiple committees and serves as Vice Chair.

David Eto – Mr. Eto is the Chief Executive Officer, President and a director of the Company and has served in these positions since October 11, 2018. Mr. Eto obtained his B.Sc. (Agriculture) from the University of British Columbia in 1985 and has accumulated 34 years of experience in various private and public companies. Mr. Eto specializes in bakery, fresh, refrigerated and frozen foods in the Retail and Foodservice sectors focussing on strategic and operational continuous improvement principles developing excellence in management teams and culture. Since January 2018, Mr. Eto has been the President of Qumai SA, a strategic advisory consulting firm. He was the General Manager of Creekside Custom Foods for six years prior to his three years as the Director of Corporate Affairs of Premium Brands Holding Corp. before serving as the Chief Executive Officer for the British Columbia Dairy Association from July 2012 to

December, 2016. Mr. Eto was the Chief Executive Officer of Naturally Splendid Enterprise Inc., a reporting issuer in British Columbia and Alberta, from December 2016 to December 2017. Mr. Eto has been a director of Geyser Brands Inc. (formerly Kanzen Capital Corp.) since September 2016. Mr. Eto is presently a director of Free Point Technologies Inc., a private “industrial internet of things” company specializing in the automotive industry.

Nancy Goertzen - Mrs. Goertzen is an experienced corporate director and has over 30 years’ experience in companies across multiple industry sectors. She is also a specialist in investor strategy for emerging companies. Nancy holds the Certified Professional in Investor Relations designation from Western University’s Ivey Business School and holds the ICD.D designation for corporate directors from Rotman School of Management and the Institute of Corporate Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES AS DIRECTORS. Unless instructed otherwise, the persons designated in the enclosed form of proxy intend to vote FOR the election of the above nominees as Directors. In the event that the Transaction is not completed, the election of the above nominees as Directors will not be completed.

Penalties, Sanctions, Cease Trade Orders, Bankruptcies Etc.

No proposed director is, as at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company, in respect of which this Circular is being prepared) that:

(a) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;
(b) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
(c) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(d) has, within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Resulting Issuer Omnibus Plan

At the Meeting, Hakken Shareholders will be asked to consider and, if thought appropriate, to pass, subject to and effective at the completion of the Transaction, with or without variation, an omnibus incentive plan (the “ Omnibus Plan ”) which will consist of a 10% rolling Option plan and 10% fixed restricted share unit (“ RSU ”) plan in place of the Option Plan (the “ Omnibus Plan Resolution ”). The purpose of the Omnibus Plan is to provide the Company with the flexibility to attract and maintain the services of executives, employees and other service providers in compensation with other companies in the industry.

Under TSXV policy, the initial adoption of the Omnibus Plan requires the approval of the shareholders by ordinary resolution and the continuation of the Plan requires annual shareholder approval at each annual meeting of the Company by ordinary resolution.

After completion of the Transaction, Resulting Issuer Options will be governed by the terms of the Omnibus Plan, assuming it is approved at the Meeting by the Shareholders.

The following is a summary of certain provisions of the Omnibus Plan. This summary is intended as a summary only and is qualified in its entirety by reference to the Omnibus Plan, which is attached as Schedule “A” to this Information Circular.

Summary of Material Terms

The Omnibus Plan, in respect of options to purchase Shares, serves as the successor to the Company’s Option Plan, and no further options to purchase Shares have been or will be granted under the Option Plan from and after the effective date of the Omnibus Plan.

The purpose of the Omnibus Plan is to promote the interests of the Company and its shareholders by aiding the Company in (i) attracting and retaining highly qualified directors, officers, employees and consultants (each, a “ Participant ”); (ii) aligning the interests of Participants with that of other shareholders of the Company generally; and (iii) enabling and encouraging Participants to participate in the long-term growth of the Company through the acquisition of Shares, by the granting of Awards in the form of Options or RSUs.

The Omnibus Plan is administered by the Board and provides that the Board may, from time to time, in its discretion, and in accordance with TSXV requirements or any other stock exchange on which the Shares are listed (the “ Exchange ”), grant to Eligible Participants, non-transferable Awards. Such Awards include Options and RSUs.

Under the Omnibus Plan, the total number of Shares reserved and available for the grant and issuance of Options shall not exceed ten percent (10%) of the Outstanding Issue, or such other number as may be approved by the TSXV and the shareholders of the Company from time to time. The total number of Shares, in aggregate, reserved and available for the grant and issuance of RSUs shall not exceed a number to be fixed at the time of the effective date of the Omnibus Plan (being the closing of the Transaction), which number shall not exceed 10% of the issued and outstanding shares on closing of the Transaction. The final number of securities fixed under the RSU portion of the Omnibus Plan can only be determined after the final number of shares issuable under the Transaction and Concurrent Financing is known but is expected to be approximately 7,098,569 Shares. The Company will issue a press release at the time the Omnibus Plan becomes effective confirming the number of shares reserved under the Omnibus Plan.

No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares subject to such Award to exceed the above noted total number of Shares reserved for issuance pursuant to the settlement of Awards.

The Option portion of the Omnibus Plan is an “evergreen” plan as Shares covered by Option Awards which have been exercised or settled, as applicable, and Option Awards which expire or are forfeited, cancelled or otherwise terminated or lapse for any reason without having been exercised, will be available for subsequent grant under the Omnibus Plan. The RSU portion of the Omnibus Plan is a “fixed” plan, meaning the number of Shares issuable under RSU portion of the Omnibus Plan may not exceed a certain threshold, and can only be added back into the RSU portion of the Omnibus Plan if RSU Awards are forfeited, cancelled or otherwise terminated.

Unless the Company obtains Disinterested Shareholder Approval: (i) the aggregate number of Shares for which Awards may be issued to any one Participant in any 12-month period, together with all other Security Based Compensation granted to such Participant, shall not exceed 5% of the Outstanding Issue, calculated on the date an Award is granted to the Participant, (ii) the aggregate number of Shares for which Awards may be issued to any one Consultant (as defined by the Exchange), together with all other Security Based Compensation granted to such Consultant, within any 12-month period shall not exceed 2% of the Outstanding Issue, calculated on the date an Award is granted to the Consultant; and (iii) the aggregate number of Shares for which Options may be issued to all Persons retained to provide Investor Relations Activities (as defined by the Exchange), together with all other Security Based Compensation granted to such Persons, within any 12-month period shall not exceed 2% of the Outstanding Issue, calculated on the date an Option is granted to such Persons.

Unless Disinterested Shareholder Approval as required by the policies of the Exchange is obtained: (i) the maximum number of Shares for which Awards may be issued to Insiders (as a group) at any point in time, together with all Shares issued pursuant to other Security Based Compensation granted to Insiders, shall not exceed 10% of the Outstanding Issue; and (ii) the maximum number of Shares issuable pursuant to Awards granted to Insiders (as a group), together with all Shares made issuable pursuant to other Security Based Compensation granted to Insiders, within any 12-month period, shall not exceed 10% of the Outstanding Issue, calculated at the date an Award is granted to any Insider.

The Omnibus Plan provides for customary adjustments or substitutions, as applicable, in the number of Shares that may be issued under the Omnibus Plan in the event of a merger, arrangement, amalgamation, consolidation, corporate reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to Shareholders, or any similar corporate event or transaction, subject to the prior acceptance of the Exchange other than for adjustments resulting from a share consolidation or stock split.

In the event of an actual or potential Change of Control (as is defined in the Omnibus Plan) of the Company, the Board shall have discretion as to the treatment of Awards, subject, where required by the policies of the Exchange, to the prior acceptance of the Exchange, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control.

Neither the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the United States Securities Act of 1933 (the “ U.S. Securities Act ”) or under any securities law of any state of the United States of America and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Shares will be affixed with an applicable restrictive legend as set forth in the Award Agreement.

Options

Subject to the terms and conditions of the Omnibus Plan, the Board may grant Options to Participants in such amounts and upon such terms (including the exercise price, duration of the Options, the number of Shares to which the Option pertains, and the conditions, if any, upon which an Option shall become vested and exercisable) as the Board shall determine.

The exercise price of the Options will be determined by the Board at the time any Option is granted. In no event will such exercise price be lower than the last closing price of the Shares on the Exchange less any discount permitted by the rules or policies of the Exchange at the time the Option is granted. Such price upon exercise of any Option shall be payable to the Company in full in cash, by certified cheque or by wire transfer, cashless exercise or net exercise.

In connection with a cashless exercise, the Participant shall elect, on a notice of exercise, to receive a loan from a brokerage firm, which the Company has an arrangement with, to purchase the underlying Shares. Upon the sale by the brokerage firm of an equivalent number of Shares received from the exercise of the Options to repay the loan made to the Participant, the Participant shall elect to receive either the balance of the Shares following the sale or the cash proceeds from the balance of the Shares.

In connection with a net exercise, the Participant shall elect on a notice of exercise to receive an amount equal to the number of underlying Shares listed on the Exchange that is the equal to the quotient obtained by dividing: (a) the product of the number of Options being exercised multiplied by the difference between the five-day volume weighted average price of the underlying Shares so listed and the exercise price of the subject Options; by (b) the five-day volume weighted average price of the underlying Shares so listed, provided, however, that persons retained to provide Investor Relations Activities shall not be permitted to exercise an Option using the net exercise method.

Unless otherwise specified in an Award agreement granting Options, Options shall vest subject to Exchange policies, and the Board may in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist, provided that Options issued to any Persons retained to provide investor relations activities shall vest solely subject to Exchange Policies as follows:

(i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;

(ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;

(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and

(iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

Subject to any requirements of the Exchange, the Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a blackout period, Options may be exercised for a period of up to ten (10) years after the grant date, provided that: (i) upon a Participant’s termination for cause, all Options, whether vested or not, as at the date on which a Participant ceases to be eligible to participate under the Omnibus Plan (the “ Termination Date ”) as a result of termination of employment, will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Omnibus Plan and be exercisable for a period of 180 days after the Termination Date; (iii) in the case of the retirement of a Participant, any unvested Options held by the Participant as at the Termination Date will continue to vest in accordance with their vesting schedules, and all vested Awards held by the Participant at the Termination Date may be exercised until the earlier of the Expiry Date of the Options or six (6) months following the Termination Date, provided that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Company, then any Options held

by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Company any “in-the-money” amounts realized upon exercise of Options following the Termination Date; and; (iv) in all other cases where a Participant ceases to be eligible under the Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Omnibus Plan and be exercisable for a period of 90 days after the Termination Date.

RSUs

Subject to the terms and conditions of the Omnibus Plan, the Board may grant RSUs to Participants in such amounts and upon such terms (including time-based restrictions on vesting, restrictions under applicable laws or under the requirements of the Exchange) as the Board shall determine.

No RSU may vest before one (1) year following the date it is granted or issued. The vesting of RSUs may be accelerated in limited circumstances, in the case of the death of a Participant or upon a RSU holder ceasing to be an eligible participant under the Omnibus Plan in connection with a Change of Control, takeover bid, reverse take-over or other similar transaction.

Unless otherwise specified in an Award agreement granting RSUs, RSUs shall vest at the discretion of the Board, subject to the policies of the Exchange, provided that, and subject to the Board’s discretion: (i) upon a Participant’s termination for cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and all Awards will expire one hundred eighty (180) calendar days after the death of such Participant; (iii) in the case of the retirement of a Participant, any unvested RSUs held by the Participant as at the Termination Date will continue to vest in accordance with their vesting schedules, and all vested RSUs held by the Participant at the Termination Date may be exercised until the earlier of the Expiry Date of the RSUs or six (6) months following the Termination Date, provided that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Company, then any RSUs held by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Company any “in-the-money” amounts realized upon exercise of Awards following the Termination Date; and (iv) in all other cases where a Participant ceases to be eligible under the Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested RSUs will be paid out in accordance with the Omnibus Plan.

When and if RSUs become payable, the Participant issued such RSUs shall be entitled to receive payment from the Company in settlement of such RSU: (i) in a number of Shares (issued from treasury) equal to the number of RSUs being settled, (ii) in a cash equivalent amount or (iii) subject to the prior approval of the Exchange, in any other form, all as determined by the Board. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the RSUs.

Participants holding RSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion; provided that in the event that the Company does not have a sufficient number of Shares available to settle RSUs in Shares or where the issuance of Shares would result in breaching a limit on grants or issuances set out in the Omnibus Plan, such RSUs may be settled in cash.

Participants who are retained to provide Investor Relations Activities cannot receive any RSUs.

At the Meeting, the Board will seek Shareholder approval of the Omnibus Plan. The Omnibus Plan replaces the Option Plan, last approved by Shareholders at the Company’s annual general meeting held on January 4, 2023.

The summary of the key terms of the Omnibus Plan set out above is not complete and is qualified in its entirety by reference to the Omnibus Plan, a copy of which is attached as Schedule “A” to this Information Circular and filed under the Company’s SEDAR+ profile at www.sedarplus.ca. The Omnibus Plan will also be available for inspection at the Meeting.

“ BE IT HEREBY RESOLVED as an ordinary resolution of disinterested shareholders of the Company that:

Subject to, and effective at, the completion of the Company’s proposed Qualifying Transaction with ESHBAL Functional Food (Cooperative) Ltd. (the “ Transaction ”), the Company is hereby authorized to adopt the Omnibus Plan substantially in the form set out as Schedule “A” to the management information circular of the Company dated July 8, 2024 in place of the Company’s existing Option Plan, and the same be and is hereby approved and authorized;
To the extent permitted by law, the Company be authorized to abandon all or any part of the Omnibus Plan if the board of directors deems it appropriate and in the best interests of the Company to do so;
The Company be authorized to grant Options and RSUs pursuant and subject to the terms and conditions of the Omnibus Plan;
The Board of Directors of the Company be authorized to fix the number of RSUs available at the time the Omnibus Plan is adopted and that the maximum number of RSUs fixed is 10% of the issued and outstanding Shares upon the closing of the Transaction;
The outstanding Options which have been granted prior to the implementation of the Omnibus Plan shall, for the purpose of calculating the number of Options and RSUs that may be granted under the Omnibus Plan, be treated as Options and RSUs granted under the Omnibus Plan;
Any amendments to the Omnibus Plan are subject to the Company receiving prior TSXV and shareholder approvals, as applicable, in accordance with the Omnibus Plan; and
Any one or more of the directors and officers of the Company be authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to these resolutions.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE OMNIBUS PLAN RESOLUTION. Unless instructed otherwise, the persons designated in the enclosed form of proxy intend to vote FOR the Omnibus Plan Resolution. In the event that the Transaction is not completed, the Omnibus Plan will not be effected.

To be effective, the Omnibus Plan Resolution must be approved by a majority of the votes cast by disinterested shareholders thereon at the Meeting.

Other Business

The Company knows of no other matters to be submitted to the Shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares they represent in accordance with their judgment on such matters.

ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Company for the year ended June 30, 2023 and in the related management’s discussion and analysis (together, the “ Financial Statements ”). Copies of the Financial Statements will be available on www.sedarplus.ca and will be available at the Meeting.

Additional information relating to the Company is available as filed on www.sedarplus.ca and upon request from the Company’s Chief Executive Officer c/o McMillan LLP, 1055 West Georgia Street, Suite 1500, Vancouver, B.C. V6E 4N7. Copies of documents will be provided free of charge to Shareholders. The Company may require the payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Circular.

The contents of this Circular and its distribution to Shareholders have been approved by the Board.

APPROVED by the Board at Vancouver, British Columbia, this 8[th] day of July, 2024.

BY ORDER OF THE BOARD

“David Eto”

David Eto

President and Chief Executive Officer

SCHEDULE “A” OMNIBUS PLAN

A-1

ESHBAL FUNCTIONAL FOOD INC. (FORMERLY HAKKEN CAPITAL CORP.)

OMNIBUS INCENTIVE PLAN

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ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

Page ARTICLE 1 – INTERPRETATION ............................................................................................... 1 Section 1.1 Definitions ................................................................................................................ 1 Section 1.2 Other Words and Phrases ......................................................................................... 7 Section 1.3 Gender ...................................................................................................................... 7 ARTICLE 2 – PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS ....................................................................................................................................... 7 Section 2.1 Purpose of the Plan ................................................................................................... 7 Section 2.2 Implementation and Administration of the Plan ...................................................... 8 Section 2.3 Eligible Participants ................................................................................................. 8 Section 2.4 Shares Subject to the Plan ........................................................................................ 9 Section 2.5 Granting of Awards ................................................................................................ 10 ARTICLE 3 – OPTIONS .............................................................................................................. 10 Section 3.1 Nature of Options ................................................................................................... 10 Section 3.2 Option Awards ....................................................................................................... 11 Section 3.3 Option Price ............................................................................................................ 11 Section 3.4 Option Term. .......................................................................................................... 12 Section 3.5 Exercise of Options ................................................................................................ 12 Section 3.6 Method of Exercise and Payment of Purchase Price .............................................. 12 Section 3.7 Cashless Exercise ................................................................................................... 13 Section 3.8 Option Commitments ............................................................................................. 14 Section 3.9 Hold Period ............................................................................................................ 14 ARTICLE 4 – RESTRICTED SHARE UNITS ............................................................................ 14 Section 4.1 Nature of RSUs ...................................................................................................... 14 Section 4.2 RSU Awards ........................................................................................................... 14 Section 4.3 Restriction Period ................................................................................................... 15 Section 4.4 Performance Criteria and Performance Period ....................................................... 15 Section 4.5 Credits for Dividends ............................................................................................. 16 Section 4.6 RSU Vesting Determination Date .......................................................................... 16 Section 4.7 Settlement of RSUs ................................................................................................ 16 Section 4.8 Determination of Amounts ..................................................................................... 17 Section 4.9 RSU Grant Agreements .......................................................................................... 18 ARTICLE 5 – GENERAL CONDITIONS ................................................................................... 18 Section 5.1 General Conditions Applicable to Awards ............................................................. 18

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

(i)

Section 5.2 Unfunded Plan ........................................................................................................ 20 ARTICLE 6 – ADJUSTMENTS AND AMENDMENTS ........................................................... 20 Section 6.1 Adjustment to Shares Subject to Outstanding Awards .......................................... 20 Section 6.2 Amendment or Discontinuance of the Plan ............................................................ 22 Section 6.3 Change in Control .................................................................................................. 24 ARTICLE 7 – MISCELLANEOUS ............................................................................................. 25 Section 7.1 Use of an Administrative Agent and Trustee ......................................................... 25 Section 7.2 Tax Withholding .................................................................................................... 25 Section 7.3 Reorganization of the Corporation ......................................................................... 26 Section 7.4 No Representation or Warranty .............................................................................. 26 Section 7.5 Governing Laws ..................................................................................................... 26 Section 7.6 Severability ............................................................................................................. 26 Section 7.7 Effective Date of the Plan ...................................................................................... 26 Schedule A – Form of Option Commitment Schedule B – Form of Exercise Notice Schedule C – Form of RSU Grant Agreement Schedule D – Form of RSU Settlement Notice

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

(ii)

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

ESHBAL Functional Food Inc. (the “ Corporation ”) hereby establishes an omnibus incentive plan to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Shares and Restricted Share Units of the Corporation. It is the intention of the Corporation that this Plan will at all times be in compliance with TSXV Policies and any inconsistencies between this Plan and TSXV Policies will be resolved in favour of the latter.

ARTICLE 1 – INTERPRETATION

Section 1.1 Definitions

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

(1) “ Affiliates ” means a company that is a Subsidiary or a parent of the Corporation, or that is controlled by the same entity as the Corporation;

(2) “ Associate ” has the meaning ascribed thereto by TSXV Policy 1.1;
(3) “ Awards ” means Options and RSUs granted hereunder to a Participant under this Plan;

(4) “ Black-Out Period ” means a period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain Persons designated by the Corporation;

(5) “ Board ” has the meaning ascribed thereto in Section 2.2(1) hereof;
(6) “ Business Day ” means a day other than a Saturday, Sunday or statutory holiday, on which the Exchange is open for trading;

(7) “ Cash Equivalent ” means the amount of money equal to the Market Value multiplied by the number of vested RSUs in the Participant’s Account, net of any applicable taxes in accordance with Section 7.2, on the RSU Settlement Date;

(8) “ Change in Control ” means the occurrence of any of the following events:
(a) any transaction at any time and by whatever means pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Corporation or any of its Affiliates) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business Corporations Act (British Columbia)) of, or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the then issued and outstanding voting securities of the Corporation in any manner whatsoever, including without limitation, as a result of a Take-Over Bid, an issuance or exchange of securities, an amalgamation of the Corporation with any other person, an arrangement, a capital reorganization or any other business combination or reorganization;

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

2 -
(b) the sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a Person or any group of two or more Persons acting jointly or in concert (other than a wholly-owned Subsidiary of the Corporation);
(c) the occurrence of a transaction requiring approval of the Corporation’s security holders whereby the Corporation is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any Person or any group of two or more Persons acting jointly or in concert (other than an exchange of securities with a wholly-owned Subsidiary of the Corporation);
(d) a majority of the Board consists of individuals that management of the Corporation has not nominated for election or appointment as Directors; or
(e) the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred;

(9) “ Charitable Organization ” means “charitable organization” as defined in the Income Tax Act (Canada) as amended from time to time;

(10) “ Charitable Stock Option ” means any Option granted by the Corporation to an Eligible Charitable Organization;

(11) “ Committee ” has the meaning ascribed thereto in Section 2.2(1) hereof;

(12) “ Consultant ” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or any of its Subsidiaries) or company that:

(a) is engaged to provide an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to a distribution;
(b) provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or the Corporation, as the case may be; and
(c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or any of its Subsidiaries;

(13) “ Corporation ” means the company named at the top hereof and includes, unless the context otherwise requires, all of its successors according to law;

(14) “ Director ” means a director (as defined under applicable securities laws) of the Corporation or any of its Subsidiaries;

(15) “ Discounted Market Price ” has the meaning ascribed thereto by TSXV Policy 1.1;
(16) “ Disinterested Shareholder Approval ” has the meaning ascribed thereto by Sections 5.3(b) and (c) of TSXV Policy 4.4;

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(17) “ Eligible Charitable Organization ” means:

(a) any Charitable Organization or Public Foundation which is a Registered Charity, but is not a Private Foundation; or
(b) a Registered National Arts Service Organization.
(18) “ Eligible Participants ” has the meaning ascribed thereto in Section 2.3(1) hereof;
(19) “ Employee ” means:
(a) an individual who is considered an employee of the Corporation or its Subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(b) an individual who works full-time for the Corporation or its Subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its Subsidiary over the details and methods of work as an employee of the Corporation or of the Subsidiary, as the case may be, but for whom income tax deductions are not made at source; or
(c) an individual who works for the Corporation or its Subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an Employee and who is subject to the same control and direction by the Corporation or its Subsidiary over the details and methods of work as an employee of the Corporation or the Subsidiary, as the case may be, but for whom income tax deductions are not made at source;

(20) “ Employment Agreement ” means, with respect to any Participant, any written employment agreement between the Corporation or an Affiliate and such Participant;

(21) “ Exchange ” means the principal stock exchange on which the Shares are listed, including the TSXV;

(22) “ Exchange Hold Period ” has the meaning ascribed thereto in TSXV Policy 1.1, as same may be amended, supplemented or replaced from time to time;

(23) “ Exercise Notice ” means a notice in writing signed by a Participant and stating the Participant’s intention to exercise an Option, if applicable, in the form attached hereto as Schedule B;

(24) “ Exercise Price ” means the amount payable per Share on the exercise of an Option, as determined in accordance with the terms hereof;

(25) “ Expiry Date ” means the day on which an Award as specified in the Grant Agreement therefor or in accordance with the terms of this Plan;

(26) “ Fair Market Value ” means, at any date, the higher of:

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(a) the weighted average price per Share at which the Shares have traded on the Exchange during the last five (5) Trading Days prior to that date; and
(b) the closing price of the Shares on the Exchange on the date prior to that date, or, if the Shares are not then listed and posted for trading on any stock exchange, then it shall be the Fair Market Value per Share as determined by the Board in its sole discretion; and for such purposes, the weighted average price per Share at which the Shares have traded on the Exchange shall be calculated by dividing (i) the aggregate sale price for all the Shares traded on the Exchange during the relevant five Trading Days by (ii) the aggregate number of Shares traded on the Exchange during the relevant five Trading Days;

(27) “ Grant Agreement ” means an agreement evidencing the grant to a Participant of an Award, including an Option Commitment, an RSU Grant Agreement or an Employment Agreement;

(28) “ Insider ” means an insider as defined in the TSXV Policies or as defined in securities legislation as applicable to the Corporation;

(29) “ Investor Relations Activities ” has the meaning ascribed thereto in TSXV Policy 1.1, as same may be amended, supplemented or replaced from time to time;

(30) “ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;

(31) “ Management Company Employee ” means an individual employed by a company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;

(32) “ Market Price ” has the meaning ascribed thereto in TSXV Policy 1.1;

(33) “ Market Value ” means, at any date when the market value of Shares of the Corporation is to be determined, the closing price of the Shares on the Trading Day prior to the date of grant on the principal stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith;

(34) “ Officer ” means an officer (as defined under applicable securities laws) of the Corporation or any of its Subsidiaries;

(35) “ Option ” means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, subject to the provisions hereof;

(36) “ Option Commitment ” means the notice of grant of an Option delivered by the Corporation hereunder to a Participant and substantially in the form set out in Schedule A hereto;

(37) “ Option Price ” has the meaning ascribed thereto in Section 3.2 hereof;

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(38) “ Option Term ” has the meaning ascribed thereto in Section 3.4 hereof;

(39) “ Optioned Shares ” means Shares that may be issued in the future to a Participant upon the exercise of an Option;

(40) “ Optionee ” means the recipient of an Option hereunder;

(41) “ Outstanding Issue ” means at the relevant time, the number of issued and outstanding Shares of the Corporation from time to time;

(42) “ Participant’s Account ” means an account maintained for each Participant’s participation in RSUs under the Plan;

(43) “ Participants ” means Eligible Participants that are granted Awards under the Plan;

(44) “ Performance Criteria ” means criteria established by the Board which, without limitation, may include criteria based on the Participant’s personal performance and/or the financial performance of the Corporation and/or of its Affiliates, and that may be used to determine the vesting of the Awards, when applicable;

(45) “ Performance Period ” means the period determined by the Board pursuant to Section 4.3 hereof;

(46) “ Person ” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

(47) “ Plan ” means this omnibus incentive plan, as amended and restated from time to time;

(48) “ Private Foundation ” means “private foundation” as defined in the Income Tax Act (Canada) as amended from time to time;

(49) “ Public Foundation ” means “public foundation” as defined in the Income Tax Act (Canada) as amended from time to time;

(50) “ Registered Charity ” means “registered charity” as defined in the Income Tax Act (Canada) as amended from time to time;

(51) “ Registered National Arts Service Organization ” means “registered national arts service organization” as defined in the Income Tax Act (Canada) as amended from time to time;

(52) “ Regulatory Approval ” means the approval of the Exchange and any other securities regulatory authority that has lawful jurisdiction over this Plan any Awards issued hereunder;

(53) “ Restricted Share Unit ” or “ RSU ” means a right awarded to a Participant to receive a payment in the form of Shares as provided in Article 4 hereof and subject to the terms and conditions of this Plan;

(54) “ Restriction Period ” means the period determined by the Board pursuant to Section 4.3 hereof;

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(55) “ RSU Awards ” means RSUs granted to a Participant pursuant to the terms of the Plan;

(56) “ RSU Grant Agreement ” means a written letter agreement between the Corporation and a Participant evidencing a grant of RSUs and the terms and conditions thereof, such RSU Grant Agreement to be substantially in the form of Schedule C hereto;

(57) “ RSU Settlement Date ” has the meaning determined in Section 4.7(1)(a);

(58) “ RSU Settlement Notice ” means a notice by a Participant to the Corporation electing the desired form of settlement of vested RSUs in the form attached hereto as Schedule D;

(59) “ RSU Vesting Determination Date ” has the meaning described thereto in Section 4.6 hereof;

(60) “ Securities Act ” means the Securities Act , R.S.B.C. 1996, c. 418, or any successor legislation;

(61) “ Security Based Compensation ” has the meaning ascribed thereto in TSXV Policy 4.4 – Security Based Compensation ;

(62) “ Service Provider ” means a Person who is a Director, Officer, Employee, Management Company Employee or Consultant, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers;

(63) “ Share Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time Employees, Directors, Officers, Insiders, Service Providers or Consultants of the Corporation or a Subsidiary including a Share purchase from treasury by a full-time Employee, Director, Officer, Insider, Service Provider or Consultant which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;

(64) “ Shareholder Approval ” means approval by a majority of the votes cast by eligible shareholders of the Corporation at a duly constituted shareholders’ meeting;

(65) “ Shares ” means the common shares in the capital of the Corporation;

(66) “ Subsidiary ” means a corporation, company, partnership or other body corporate that is controlled, directly or indirectly, by the Corporation;

(67) “ Successor Corporation ” has the meaning ascribed thereto in Section 6.1(3) hereof;

(68) “ Take-Over Bid ” means a take over bid as defined in National Instrument 62-104 (TakeOver Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Corporation;

(69) “ Tax Act ” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

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(70) “ Termination Date ” means the date on which a Participant ceases to be an Eligible Participant;

(71) “ Trading Day ” means any day on which the TSXV is open for trading;

(72) “ TSXV ” means the TSX Venture Exchange;

(73) “ TSXV Policies ” refers to policies contained within the TSXV Corporate Finance Manual; and

(74) “VWAP ” means the volume-weighted average trading price of the Shares on the Exchange calculated by dividing the total value by the total volume of the Shares traded for the five (5) Trading Days immediately preceding the exercise of the subject Option, provided that the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

Section 1.2 Other Words and Phrases

Words and phrases used in this Plan but which are not defined in this Plan, but are defined in the TSXV Policies, will have the meaning assigned to them in the TSXV Policies.

Section 1.3 Gender

Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals and vice versa. ARTICLE 2 – PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

Section 2.1 Purpose of the Plan

(1) The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

(a) to increase the interest in the Corporation’s welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;
(b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;
(c) to reward the Participants for their performance of services while working for the Corporation or a Subsidiary; and
(d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or into contractual arrangements.

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Section 2.2 Implementation and Administration of the Plan

(1) The Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board (the “ Committee ”) and consisting of not less than three (3) members of the Board. If a Committee is appointed for this purpose, all references to the term “Board” will be deemed to be references to the Committee.

(2) The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan, subject to any applicable rules of the Exchange.

(3) Subject to the provisions of the Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration of the Plan as it may deem necessary or advisable. The interpretation, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible Participants.

(4) No member of the Board shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder.

(5) Any determination approved by a majority of the Board shall be deemed to be a determination of that matter by the Board.

Section 2.3 Eligible Participants

(1) The Persons who shall be eligible to receive Awards (“ Eligible Participants ”) shall be the Directors, Officers and other Employees of the Corporation or a Subsidiary, Management Company Employees, Eligible Charitable Organizations, Consultants and Service Providers providing ongoing services to the Corporation and its Affiliates, who the Board may determine from time to time, in its sole discretion, to hold contributory positions in the Corporation or a Subsidiary. In determining Awards to be granted under the Plan, the Board shall give due consideration to the value of each Eligible Participant’s present and potential future contribution to the Corporation’s success. For greater certainty, a Person whose employment with the Corporation or a Subsidiary has ceased for any reason, or who has given notice or been given notice of such cessation, whether such cessation was initiated by such Employee, Service Provider, the Corporation or such Subsidiary, as the case may be, shall cease to be eligible to receive Awards hereunder as of the date on which such Person provides notice to the Corporation or the Subsidiary, as the case may be, in writing or verbally, of such cessation, or on the Termination Date for any cessation of a Participant’s employment initiated by the Corporation.

(2) For Eligible Participants who are Employees, Consultants or Directors of the Corporation, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Director, as the case may be.

(3) Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Corporation.

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(4) Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee of employment or appointment by the Corporation to the Participant.

Section 2.4 Shares Subject to the Plan

Subject to adjustment pursuant to provisions of Article 6 hereof, and as may be approved by the Exchange and the shareholders of the Corporation from time to time:

(1) The total number of Shares reserved and available for the grant and issuance of Options shall not exceed ten percent (10%) of the Outstanding Issue, or such other number as may be approved by the TSXV and the shareholders of the Corporation from time to time.

(2) The total number of Shares, in aggregate, reserved and available for the grant and issuance of RSUs shall not exceed ● Shares.

(3) The maximum number of Shares issued to Insiders (as a group), at any point in time, under this Plan and all other proposed or established Share Compensation Arrangements, shall not exceed ten percent (10%) of the Outstanding Issue from time to time, pursuant to section 4.11(b) of TSXV Policy 4.4.

(4) The maximum number of Shares granted, pursuant to all proposed or established Share Compensation Arrangements, in any twelve (12) month period, to Insiders (as a group), shall not exceed ten percent (10%) of the Outstanding Issue from time to time, pursuant to section 4.11(c) of TSXV Policy 4.4.

(5) The maximum number of Shares issued to any one Person (and companies wholly owned by that Person) within any one (1) year period shall not exceed five percent (5%) of the Outstanding Issue, calculated on the date such Award is granted to the Person.

(6) The maximum number of Shares issued to any one Consultant, within any one (1) year period, under this Plan and all other proposed or established Share Compensation Arrangements, shall not exceed two percent (2%) of the Outstanding Issue calculated as at the date any Award is granted or issued to any Insider.

(7) The maximum number of Shares issued, in aggregate, to all Investor Relations Service Providers, within any twelve (12) month period, under this Plan and any other proposed or established Share Compensation Arrangements, shall not exceed two percent (2%) of the Outstanding Issue from time to time, calculated at the date an Option is granted to such Investor Relations Service Providers.

(8) Investor Relations Service Providers are eligible pursuant to this Plan to receive only Awards of Options. Investor Relations Service Providers are not eligible to receive RSUs or any Award other than Options, pursuant to this Plan.

(9) The maximum number of Shares issued, in aggregate, to all Eligible Charitable Organizations, under this Plan and any other proposed or established Share Compensation Arrangements, shall not exceed one percent (1%) of the Outstanding Issue from time to time, calculated at the date a Charitable Stock Option is granted to such Eligible Charitable Organizations.

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(10) Eligible Charitable Organizations are eligible pursuant to this Plan to receive only Awards of Charitable Stock Options. Eligible Charitable Organizations are not eligible to receive RSUs or any Award other than Charitable Stock Options, pursuant to this Plan.

(11) All Charitable Stock Options must expire on or before the earlier of:
(a) the date that is 10 years from the date of grant of the Charitable Stock Option; and (b) the 90th day following the date that the holder of the Charitable Stock Option ceases to be an Eligible Charitable Organization.

(12) Any Award granted pursuant to the Plan and any other Share Compensation Arrangements, prior to a Participant becoming an Insider, shall be included for the purposes of the limits set out in Section 2.4(3) and Section 2.4(5).

(13) Shares in respect of which an Award is granted under the Plan, but not exercised prior to the termination of such Award or not vested or settled prior to the termination of such Award due to the expiration, termination, cancellation or lapse of such Award, shall be available for Awards to be granted thereafter pursuant to the provisions of the Plan.

Section 2.5 Granting of Awards

(1) Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

(2) Any Award granted under the Plan shall be subject to the requirement that the Corporation has the right to place any restriction or legend on any securities issued pursuant to this Plan including, but in no way limited to, placing a legend to the effect that the securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States unless registration or an exemption from registration is available.

ARTICLE 3 – OPTIONS

Section 3.1 Nature of Options

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, subject to the provisions hereof.

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Section 3.2 Option Awards

(1) Subject to the provisions set forth in this Plan and any shareholder or Regulatory Approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, and (iii) determine the price per Share to be payable upon the exercise of each such Option (the “ Option Price ”) and the relevant vesting provisions (including Performance Criteria, if applicable) and Option Term for such Eligible Participants, subject to the terms and conditions prescribed in this Plan, in any Option Commitment and any applicable rules of the Exchange.

(2) The Board shall also, from time to time by resolution, in its sole discretion,
(a) designate the Investor Relations Service Providers who may receive Options under the Plan,
(b) designate the Eligible Charitable Organizations who may receive Charitable Stock Options under the Plan,
(c) fix the number of Options, if any, to be granted to each Investor Relations Service Provider and the date or dates on which such Options shall be granted,
(d) fix the number of Charitable Stock Options, if any, to be granted to each Eligible Charitable Organization and the date or dates on which such Charitable Stock Options shall be granted,
(e) determine the Option Price and the Option Term for such Investor Relations Service Providers,
(f) determine the Option Price and the Option Term for such Eligible Charitable Organizations,
(g) determine relevant vesting provisions (including Performance Criteria, if applicable) for such Investor Relations Service Providers, provided vesting of the Options will occur in stages over a period of not less than twelve (12) months with a maximum of 25% of the Options vesting in any three (3) month period, provided that there can be no acceleration of the vesting requirements applicable to Options granted to Investor Relations Service Providers; and

the whole being subject to the terms and conditions prescribed in this Plan, in any Option Commitment and any applicable rules of the Exchange.

(3) Each Option granted shall be subject to vesting terms as set forth in the Option Commitment or as otherwise specified by the Board.

Section 3.3 Option Price

The Option Price for Shares that are the subject of any Option shall be fixed by the Board when such Option is granted, and shall not be less than the Discounted Market Price.

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Section 3.4 Option Term.

(1) The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing on the date such Option is granted to the Participant and ending as specified in this Plan, or in the Option Commitment, but in no event shall an Option expire on a date which is later than ten (10) years from the date the Option is granted (“ Option Term ”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.

(2) Should the expiration date for an Option fall within a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiration date for such Option for all purposes under the Plan, provided that such automatic extension of the applicable Expiry Date for an Option will not apply where the Participant or the Corporation is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Corporation’s securities.

Section 3.5 Exercise of Options

(1) Subject to the provisions of this Plan and of the relevant Grant Agreement, a Participant shall be entitled to exercise an Option granted to such Participant at any time prior to the expiry of the Option Term, subject to vesting limitations which may be imposed by the Board at the time such Option is granted.

(2) Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable as to all or such part or parts of the Optioned Shares and at such time or times and/or pursuant to the achievement of such Performance Criteria (if applicable) and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, no Option shall be exercised by a Participant during a Black-Out Period.

Section 3.6 Method of Exercise and Payment of Purchase Price

(1) Subject to the provisions of this Plan and the alternative exercise procedures set out herein, an Option granted under the Plan may be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Chief Financial Officer & Corporate Secretary of the Corporation (or the individual that the Chief Financial Officer & Corporate Secretary of the Corporation may from time to time designate), together with a bank draft, certified cheque or other form of payment acceptable to the Corporation in an amount equal to the aggregate Option Price of the Shares to be purchased pursuant to the exercise of the Options.

(2) Where Shares are to be issued to the Participant pursuant to the terms of this Section 3.6, as soon as practicable following the receipt of the Exercise Notice and, if Options are exercised in accordance with the terms of Section 3.6(1), the required bank draft, certified cheque or other acceptable form of payment, the Corporation shall duly issue such Shares to the Participant as fully paid and non-assessable.

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(3) Upon the exercise of an Option pursuant to Section 3.6(1), the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares to either:

(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or
(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

Section 3.7 Cashless Exercise

(1) Subject to the provisions of this Plan (including, without limitation Section 7.2) and, upon prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:

(a) excluding Options held by any Investor Relations Service Providers, a “net exercise” procedure in which the Corporation issues to the Optionee, Shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the Exercise Price of the subject Options by (ii) the VWAP of the underlying Shares; or
(b) a broker assisted “cashless exercise” in which the Corporation delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Corporation to sell the Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Corporation an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Corporation against delivery of the Shares to settle the applicable trade.

An Option may be exercised pursuant to this Section 3.7 from time to time by delivery to the Corporation, at its head office or such other place as may be specified by the Corporation of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Corporation arising under applicable law and verified by the Corporation to its satisfaction (or by entering into some other arrangement acceptable to the Corporation in its discretion, if any). The Participant shall comply with Section 7.2 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Corporation may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

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(2) In the event of a net exercise pursuant to Section 3.7(1)(a) or a cashless exercise pursuant to Section 3.7(1)(b), the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Corporation, must be included in calculating the limits set forth in Section 2.4 of this Plan.

Section 3.8 Option Commitments

Options shall be evidenced by an Option Commitment or included in an Employment Agreement or other services agreement, in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Article 3 and Article 5 hereof be included therein. The Option Commitment shall contain such terms that may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 3.9 Hold Period

(1) An Exchange Hold Period will be applied from the date of grant for all Options granted to:
(a) Insiders;
(b) Consultants; or
(c) where Options are granted to any Participants, including Insiders and Consultants, where the Exercise Price is at a discount to the Market Price.

(2) Pursuant to TSXV Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated Shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the effective date of the grant of the Options.

ARTICLE 4 – RESTRICTED SHARE UNITS

Section 4.1 Nature of RSUs

An RSU is an Award entitling the recipient to acquire Shares, at such purchase price (which may be zero) as determined by the Board, subject to such restrictions, vesting and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives.

Section 4.2 RSU Awards

(1) The Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of such RSUs, (provided, however, that no such Restriction Period shall exceed the three (3) years referenced in

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Section 4.4), and (iv) any other terms and conditions applicable to the granted RSUs, which need not be identical and which, without limitation, may include non-competition provisions, subject to the terms and conditions prescribed in this Plan and in any RSU Grant Agreement.

(2) Each RSU shall be subject to vesting terms as set forth in the applicable Grant Agreement or as otherwise specified by the Board, and, pursuant to TSXV Policy 4.4, s. 4.6, in all instances RSUs will not vest until a minimum of one (1) year following award of the RSUs has passed.

(3) The RSUs are structured so as to be considered to be a plan described in Section 7 of the Tax Act or any successor to such provision.

(4) Subject to the vesting and other conditions and provisions set forth herein and in the applicable Grant Agreement, the Board shall determine whether each RSU awarded to a Participant shall entitle the Participant: (i) to receive one Share issued from treasury; (ii) to receive the Cash Equivalent of one (1) Share; or (iii) to elect to receive either one (1) Share from treasury, the Cash Equivalent of one (1) Share or a combination of cash and Shares.

(5) RSUs shall be settled by the Participant at any time beginning on the first (1[st] ) Business Day following their RSU Vesting Determination Date but no later than the RSU Settlement Date (as such terms are defined in Section 4.6 and 4.7, respectively).

Section 4.3 Restriction Period

The applicable Restriction Period in respect of a particular RSU Award shall be determined by the Board but in all cases shall end no later than December 31 of the calendar year, which is three (3) years after the calendar year in which the Award is granted (“ Restriction Period ”). For example, the Restriction Period for a grant made in June 2025 shall end no later than December 31, 2028. Subject to the Board’s determination, any vested RSUs with respect to a Restriction Period will be paid to Participants in accordance with Article 4 no later than the end of the Restriction Period. Unless otherwise determined by the Board, all unvested RSUs shall be cancelled on the RSU Vesting Determination Date and, in any event, no later than the last day of the Restriction Period, but no earlier than one year from the date of the award of the RSUs to be settled.

Section 4.4 Performance Criteria and Performance Period

(1) For each award of RSUs, the Board shall establish the period in which any Performance Criteria and other vesting conditions must be met in order for a Participant to be entitled to receive Shares in exchange for all or a portion of the RSUs held by such Participant (the “ Performance Period ”), provided that such Performance Period may not expire after the end of the Restriction Period, being a minimum of one (1) year from the date of award of the RSUs, and ending no longer than three (3) years after the calendar year in which the Award was granted. For example, a Performance Period determined by the Board to be for a period of three (3) financial years will start on the first day of the financial year in which the Award is granted and will end on the last day of the second financial year after the year in which the grant was made. In such a case, for a grant made on January 4, 2025, the Performance Period will start on January 4, 2026 and will end on December 31, 2028.

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(2) For each award of RSUs, the Board shall establish any Performance Criteria and other vesting conditions which must be met during the Performance Period in order for a Participant to be entitled to receive Shares in exchange for his or her RSUs.

(3) For greater clarity, in the event the Corporation does not have a sufficient number of Shares available under this Plan to satisfy its obligations under this Section 4.4, the Corporation may make payment in cash to satisfy such obligations.

Section 4.5 Credits for Dividends

A Participant’s Account shall be credited with additional RSUs as of each dividend payment date in respect of which cash dividends are paid on Shares. The number of additional RSUs to be credited to a Participant’s Account shall be computed by dividing: (a) the dividends that would have been paid to such Participant if each RSU in the Participant’s Account on the relevant dividend record date had been one (1) Share, by (b) the Fair Market Value of the Shares determined as of the date of payment of such dividend. Any fractional RSUs resulting from such calculation shall be rounded to the nearest whole number. For greater certainty, a fractional entitlement that is equal to or greater than 0.5 shall be shall be rounded up to the next greater whole number and a fractional entitlement that is less than 0.5 shall be rounded down to the next lesser whole number. Any such additional RSUs credited to the Participant’s Account shall vest in proportion to and shall be paid hereunder in the same manner as the RSUs to which they relate. The foregoing does not obligate the Corporation to pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

In the event that the issuance of RSUs in lieu of dividends, any additional RSUs issued pursuant to the dividends will be factored into the limits on grants to individuals and groups as set out in Section 2.4 of this Plan. The Corporation may settle such RSUs in cash where the issuance of Shares would result in a breach on the limits as set out in Section 2.4 of this Plan or where it does not have sufficient Shares available to satisfy the obligation in Shares.

Section 4.6 RSU Vesting Determination Date

The vesting determination date means the date on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to a RSU have been met (the “ RSU Vesting Determination Date ”), and as a result, establishes the number of RSUs that become vested, if any. For greater certainty, the RSU Vesting Determination Date must fall after the end of the Performance Period, if any, but no later than the last day of the Restriction Period. Unless otherwise specified in the RSU Grant Agreements, one-third (1/3) of RSUs awarded pursuant to an RSU Grant Agreement shall vest on each of the first (1[st] ) three (3) anniversaries of the date of grant. Provided that no RSUs may vest prior to one year from the date of award of such RSU. Acceleration of vesting is permitted in connection with the death of a Participant, in the event the holder of RSUs ceases to be an Eligible Participant under this Plan, or in connection with a Change in Control, Take-Over Bid, reverse-take-over or other similar transaction.

Section 4.7 Settlement of RSUs

(1) Except as otherwise provided in the RSU Grant Agreement, in the event that the vesting conditions, the Performance Criteria and Performance Period, if applicable, of an RSU are satisfied:

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(a) all of the vested RSUs covered by a particular grant may, subject to Section 4.7(5), be settled at any time beginning on the first Business Day following their RSU Vesting Determination Date but no later than the date that is five (5) years from their RSU Vesting Determination Date (the “ RSU Settlement Date ”); and
(b) a Participant is entitled to deliver to the Corporation, on or before the RSU Settlement Date, an RSU Settlement Notice in respect of any or all vested RSUs held by such Participant.

(2) Subject to Section 4.7(5), settlement of RSUs shall take place promptly following the RSU Settlement Date and take the form set out in the RSU Settlement Notice through:

(a) in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;
(b) in the case of settlement of RSUs for Shares, delivery of a Share certificate to the Participant or the entry of the Participant’s name on the Share register for the Shares; or
(c) in the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above.

(3) If an RSU Settlement Notice is not received by the Corporation on or before the RSU Settlement Date, settlement shall take the form of Shares issued from treasury as set out in Section 4.8(2).

(4) If, upon receipt by the Corporation of a RSU Settlement Notice pursuant to the terms hereof, the Corporation does not have a sufficient number of Shares reserved and available for issuance under this Plan, the Corporation will make payment of a cash amount to a Participant for a value equal to the number of RSUs multiplied by the Market Value, subject to any applicable deductions and withholdings, in lieu of issuing Shares.

(5) Notwithstanding any other provision of this Plan, in the event that a RSU Settlement Date falls during a Black-Out Period or other trading restriction imposed by the Corporation and the Participant has not delivered a RSU Settlement Notice, then such RSU Settlement Date shall be automatically extended to the tenth (10[th] ) Business Day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed. Notwithstanding the foregoing, in the event that a Participant receives Shares in satisfaction of an Award during a Black-Out Period, the Corporation shall advise such Participant of the same in writing and such Participant shall not be entitled to sell or otherwise dispose of such Shares until such Black-Out Period has expired.

Section 4.8 Determination of Amounts

(1) Cash Equivalent of RSUs . For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 4.7, such calculation will be made on the RSU Settlement Date and shall equal the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account which the Participant desires to settle in cash pursuant to the RSU Settlement Notice.

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(2) Payment in Shares; Issuance of Shares from Treasury . For the purposes of determining the number of Shares from treasury to be issued and delivered to a Participant upon settlement of RSUs pursuant to Section 4.7, such calculation will be made on the RSU Settlement Date and be the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account which the Participant desires to settle pursuant to the RSU Settlement Notice. Shares issued from treasury will be issued in consideration for the past services of the Participant to the Corporation and the entitlement of the Participant under this Plan shall be satisfied in full by such issuance of Shares.

Section 4.9 RSU Grant Agreements

RSUs shall be evidenced by an RSU Grant Agreement or included in an Employment Agreement or other services agreement, in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of Article 5 hereof be included therein. The RSU Grant Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

ARTICLE 5 – GENERAL CONDITIONS

Section 5.1 General Conditions Applicable to Awards

Each Award, as applicable, shall be subject to the following conditions:

(1) Employment . The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ in any capacity. For greater certainty, the granting of Awards to a Participant shall not impose any obligation on the Corporation to grant any Awards in the future nor shall it entitle the Participant to receive future grants.

(2) Rights as a Shareholder . Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant’s Awards until the date of issuance of a Share certificate to such Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) or the entry of such Person’s name on the Share register for the Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Share certificate is issued or entry of such Person’s name on the Share register for the Shares.

(3) Conformity to Plan . In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

(4) Non-Assignable and Non-Transferable . All Awards are exercisable only by the Participant to whom they were awarded and will not be assignable or transferable. Awards may be exercised only by:

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(a) the Participant to whom the Awards were granted;
(b) upon the Participant’s death, the legal representative of the Participant’s estate; or
(c) upon the Participant’s incapacity, the legal representative having authority to deal with the property of the Participant,

provided that any such legal representative in (b) or (c) shall first deliver evidence satisfactory to the Corporation of legal representation and the right to exercise an Award.

(5) Cease to be an Eligible Participant . Notwithstanding this Section 5.1, any Award granted or issued to a Participant who is a Director, Officer, Employee, Consultant or Management Company Employee must expire within a reasonable period, not exceeding twelve (12) months, following the date such Participant ceases to be an Eligible Participant under this Plan.

(6) Termination for Cause . Upon a Participant ceasing to be an Eligible Participant for “cause”, all unexercised vested and unvested Awards granted to such Participant shall terminate on the effective date of the termination as specified in the notice of termination. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for cause shall be binding on the Participant. “Cause” shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation’s Code of Conduct and any reason determined by the Corporation to be cause for termination.

(7) Retirement . In the case of a Participant’s retirement, any unvested Awards held by the Participant as at the Termination Date will continue to vest in accordance with their vesting schedules, and all vested Awards held by the Participant at the Termination Date may be exercised until the earlier of the Expiry Date of the Awards or six (6) months following the Termination Date, provided that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any Awards held by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Corporation any “in-the-money” amounts realized upon exercise of Awards following the Termination Date. For further clarity, all unvested Awards as at the earlier of the Expiry Date of the Awards or six (6) months following the Termination Date, will be forfeited and cancelled without payment and shall be of no further force or effect from and after such date.

(8) Resignation . In the case of a Participant ceasing to be an Eligible Participant due to such Participant’s resignation, subject to any later expiration dates determined by the Board, all Awards shall expire on the earlier of ninety (90) days after the effective date of such resignation, or the Expiry Date of the Award, to the extent such Awards were vested and exercisable by the Participant on the effective date of such resignation and all unexercised unvested Awards granted to such Participant shall terminate on the effective date of such resignation. For further clarity, any later expiration date determined by the Board must not exceed a twelve (12) month period commencing on the date of the Participant’s resignation.

(9) Termination or Cessation . In the case of a Participant ceasing to be an Eligible Participant for any reason (other than for “cause”, resignation or death), the number of unvested Awards that may vest is subject to proration over the applicable vesting or Performance Period and shall expire on the earlier of ninety (90) days after the effective date of the Termination Date,

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or the Expiry Date of the Awards. For greater certainty, the proration calculation referred to above shall be net of previously vested Awards.

(10) Death . If a Participant dies while in his or her capacity as an Eligible Participant, all unvested Awards will immediately vest and all Awards will expire one hundred eighty (180) calendar days after the death of such Participant. If a Participant’s heirs or administrators are entitled to any portion of the Participant’s outstanding Awards, the period in which they shall be entitled to make a claim in respect of such RSUs may not exceed one hundred eighty days (180) calendar days after the death of such Participant.

(11) Change in Control . If a Participant is terminated without “cause” or resigns for good reason during the twelve (12) month period following a Change in Control, or after the Corporation has signed a written agreement to effect a Change in Control but before the Change in Control is completed, then any unvested Awards will immediately vest and may be exercised within thirty (30) calendar days of such date. In the case of an Investor Relations Service Provider, where the Corporation has signed a written agreement to effect a Change in Control and before the Change in Control is completed, any unvested Awards may, subject to prior acceptance by the Exchange, vest immediately and be exercised within thirty (30) calendar days of such Exchange approval.

Section 5.2 Unfunded Plan

Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation. Notwithstanding the foregoing, any determinations made shall be such that the Plan continuously meets the requirements of paragraph 6801(d) of the Income Tax Regulations, adopted under the Tax Act or any successor provision thereto.

ARTICLE 6 – ADJUSTMENTS AND AMENDMENTS

Section 6.1 Adjustment to Shares Subject to Outstanding Awards

(1) In the event of any subdivision of the Shares into a greater number of Shares at any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant, at the time of any subsequent exercise or vesting of such Award in accordance with the terms hereof, in lieu of the number of Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration payable therefor, such number of Shares as such Participant would have held as a result of such subdivision if, on the record date thereof, the Participant had been the registered holder of the number of Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award.

(2) In the event of any consolidation of Shares into a lesser number of Shares at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant at the time of any subsequent exercise or vesting of such Award in accordance with the terms hereof, in lieu of the number of Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration payable therefor, such number of Shares as such Participant would have held as a result of such consideration if, on the record date thereof, the Participant had been the

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registered holder of the number of Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award.

(3) If, at any time after the grant of an Award to any Participant, and prior to the expiration of the term of such Award, the Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 6.1(1) or Section 6.1(2) hereof or, subject to the provisions of Section 6.1(3) hereof, the Corporation shall consolidate, merge, reorganize or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger, reorganization, amalgamation, plan of arrangement, spin-off, dividend payment or recapitalization, being herein called the “ Successor Corporation ”), the Participant shall be entitled to receive, upon the subsequent exercise or vesting of Award, in accordance with the terms hereof and shall accept in lieu of the number of Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of Shares of the appropriate class or other securities of the Corporation or the Successor Corporation (as the case may be) or other consideration from the Corporation or the Successor Corporation (as the case may be) that such Participant would have been entitled to receive as a result of such reclassification, reorganization or other change of Shares or, subject to the provisions of Section 6.2(3) hereof, as a result of such consolidation, merger, reorganization, amalgamation, plan of arrangement, spin-off, dividend payment or recapitalization, if on the record date of such reclassification, reorganization or other change of Shares or the effective date of such consolidation, merger reorganization, amalgamation, plan of arrangement, spin-off, dividend payment or recapitalization, as the case may be, such Participant had been the registered holder of the number of Shares to which such Participant was immediately theretofore entitled upon such exercise or vesting of such Award. Provided that all adjustments made to the aggregate number of Shares of the appropriate class or other securities of the Corporation or the Successor Corporation (as the case may be) or other consideration from the Corporation or the Successor Corporation (as the case may be) that such Participant would have been entitled to receive as a result of such reclassification, reorganization or other change of Shares or, subject to the provisions of Section 6.2(3) hereof, as a result of such consolidation, merger, reorganization, amalgamation, plan of arrangement, spin-off, dividend payment or recapitalization, shall be subject to the prior acceptance of the Exchange.

(4) If, at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation shall make a distribution to all holders of Shares or other securities in the capital of the Corporation, or cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or Shares, but including, for greater certainty, Shares or equity interests in a Subsidiary or business unit of the Corporation or one of its Subsidiaries or cash proceeds of the disposition of such a Subsidiary or business unit), or should the Corporation effect any transaction or change having a similar effect, then the price or the number of Shares to which the Participant is entitled upon exercise or vesting of Award shall be adjusted to take into account such distribution, transaction or change. The Board shall determine the appropriate adjustments to be made in such circumstances in order to maintain the Participants’ economic rights in respect of their Awards in connection with such distribution, transaction or change.

(5) For greater clarity, any adjustment, other than in connection with a security consolidation or security split, to Awards granted or issued under this Plan must be subject to the prior acceptance of the Exchange, including but not limited to adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

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Section 6.2 Amendment or Discontinuance of the Plan

(1) The Board may amend the Plan or any Award at any time subject to Shareholder Approval as a condition to Exchange acceptance of the amendment. For greater certainty, without limitation, amendments to any of the following provisions of this Plan will be subject to Shareholder Approval, in particular amendments:

(a) to Persons eligible to be granted or issued Security Based Compensation under this Plan;
(b) to the maximum number or percentage, as the case may be, of Shares that may be issuable upon exercise of Options or conversion of RSUs under this Plan;
(c) to the limits under this Plan on the amount of Options or RSUs that may be granted or issued to any one Person or any category of Persons (such as, for example, Insiders);
(d) to the method for determining the Exercise Price of Options;
(e) to the maximum term of any Award granted under this Plan;
(f) to the expiry and termination provisions applicable to any Award granted under this Plan, including the addition of a Black-Out Period;
(g) to include the addition of a net exercise provision; and
(h) to any method or formula for calculating prices, values or amounts under this Plan that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right (as defined in the TSXV Policies).

Provided that Shareholder Approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to amendments of a general “housekeeping” or clerical nature that:

(i) correct typographical errors; and
(ii) clarify existing provisions of this Plan, that do not have the effect of altering the scope, nature and intent of such provisions.

(2) Notwithstanding Section 6.2(1), the Board shall be required to obtain Disinterested Shareholder Approval to make the following amendments:

(a) any change to the maximum number of Shares issuable from treasury under the Plan, except such increase by operation of Section 2.4 and in the event of an adjustment pursuant to Article 6;
(b) any amendment which reduces the Exercise Price of any Award, as applicable, after such Awards have been granted or any cancellation of an Award and the

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substitution of that Award by a new Award with a reduced price, except in the case of an adjustment pursuant to Article 6;

(c) any amendment which reduces the Exercise Price or extends the term of any Stock Option held by a Participant who is an Insider of the Corporation at the time of the proposed amendment;
(d) any amendment which extends the Expiry Date of any Award or the Restriction Period of any RSU beyond the original Expiry Date, except in case of an extension due to a Black-Out Period;
(e) any amendment which would permit a change to the pool of Eligible Participants, including a change which would have the potential of broadening or increasing participation by Insiders;
(f) any amendment which increases the maximum number of Shares that may be (i) issuable to Insiders and Associates of such Insiders at any time; or (ii) issued to Insiders and Associates of such Insiders under the Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article 6; or
(g) any amendment to the amendment provisions of the Plan, provided that Shares held directly or indirectly by Insiders benefiting from the amendments in Section 6.2(2)(b) and Section 6.2(2)(c) shall be excluded when obtaining such Shareholder Approval.

(3) The Board may, by resolution, but subject to applicable Regulatory Approvals, decide that any of the provisions hereof concerning the effect of termination of the Participant’s employment shall not apply for any reason acceptable to the Board.

(4) The Board may, subject to Regulatory Approval, discontinue the Plan at any time without the consent of the Participants, provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Plan.

(5) Notwithstanding any other provision of this Plan, at all times when the Corporation is listed on the TSXV:

(a) the Corporation shall be required to obtain prior TSXV acceptance of any amendment to this Plan; and
(b) the Corporation shall be required to obtain Disinterested Shareholder Approval in compliance with the applicable policies of the TSXV for this Plan if the Plan, together with all of the Corporation’s previously established and outstanding equity compensation plans or grants, could permit at any time: (1) the aggregate number of Shares reserved for issuance under Awards granted to any one Person in any twelve (12) month period exceeding 5% of the Outstanding Issue, calculated on the date of such grant; (2) the aggregate number of Shares reserved for issuance under Awards granted to Insiders (as a group) at any point in time exceeding 10% of the Outstanding Issue; and (3) the grant to Insiders (as a group), within a 12 month

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period, of an aggregate number of Awards exceeding 10% of the issued Shares, calculated at the date an Award is granted to any Insider.

Section 6.3 Change in Control

All provisions herein this Section 6.3 shall be subject to the prior acceptance of the TSXV, if required.

(1) Notwithstanding anything else in this Plan or any Grant Agreement, the Board has the right to provide for the conversion or exchange of any outstanding Awards into or for options, rights, units or other securities of substantially equivalent (or greater) value in any entity participating in or resulting from a Change in Control.

(2) Upon the Corporation entering into an agreement relating to a transaction which, if completed, would result in a Change in Control, or otherwise becoming aware of a pending Change in Control, the Corporation shall give written notice of the proposed Change in Control to the Participants, together with a description of the effect of such Change in Control on outstanding Awards, not less than seven (7) days prior to the closing of the transaction resulting in the Change in Control.

(3) The Board may, in its sole discretion, change the Performance Criteria or accelerate the vesting and/or the Expiry Date of any or all outstanding Awards to provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards or any Grant Agreement, such designated outstanding Awards shall be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the Change in Control, provided that the Board shall not, in any case, authorize the exercise of Awards pursuant to this Section 6.3(3) beyond the Expiry Date of the Awards. If the Board elects to change the Performance Criteria or accelerate the vesting and/or the Expiry Date of the Awards, then if any of such Awards are not exercised within seven (7) days after the Participants are given the notice contemplated in Section 6.3(2) (or such later Expiry Date as the Board may prescribe), such unexercised Awards shall, unless the Board otherwise determines, terminate and expire following the completion of the proposed Change in Control. If, for any reason, the Change in Control does not occur within the contemplated time period, the satisfaction of the Performance Criteria, the acceleration of the vesting and the Expiry Date of the Awards shall be retracted and vesting shall instead revert to the manner provided in the Grant Agreement.

(4) To the extent that the Change in Control would also result in a capital reorganization, arrangement, amalgamation or reclassification of the Share capital of the Corporation and the Board does not change the Performance Criteria or accelerate the vesting and/or the Expiry Date of Awards pursuant to Section 6.3(3), the Corporation shall make adequate provisions to ensure that, upon completion of the proposed Change in Control, the number and kind of Shares subject to outstanding Awards and/or the Option Price per Share of Options shall be appropriately adjusted (including by substituting the Awards for Awards to acquire securities in any successor entity to the Corporation) in such manner as the Board considers equitable to prevent substantial dilution or enlargement of the rights granted to Participants. The Board may make changes to the terms of the Awards or the Plan to the extent necessary or desirable to comply with any rules, regulations or policies of any stock exchange on which any securities of the Corporation may be listed, provided that the value of previously granted Awards and the rights of Participants are not materially adversely affected by any such changes.

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(5) Notwithstanding anything else to the contrary herein, in the event of a potential Change in Control, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Awards (including, for greater certainty, to cause the vesting of all unvested Awards) to assist the Participants to tender into a Take-Over Bid or other transaction leading to a Change in Control. For greater certainty, in the event of a Take-Over Bid or other transaction leading to a Change in Control, the Board shall have the power, in its sole discretion, to permit Participants to conditionally exercise their Awards, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such Take-Over Bid in accordance with the terms of such Take-Over Bid (or the effectiveness of such other transaction leading to a Change in Control). If, however, the potential Change in Control referred to in this Section 6.3(5) is not completed within the time specified therein (as the same may be extended), then notwithstanding this Section 6.3(5) or the definition of “Change in Control”: (i) any conditional exercise of vested Awards shall be deemed to be null, void and of no effect, and such conditionally exercised Awards shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to the exercise of Awards which vested pursuant to this Section 6.3 shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Awards which vested pursuant to this Section 6.3 shall be reinstated.

ARTICLE 7 – MISCELLANEOUS

Section 7.1 Use of an Administrative Agent and Trustee

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

Section 7.2 Tax Withholding

(1) Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding obligation may be satisfied by (a) having the Participant elect to have the appropriate number of such Shares sold by the Corporation, the Corporation’s transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 7.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.

(2) Notwithstanding the first paragraph of this Section 7.2, the applicable tax withholdings may be waived where the Participant directs in writing that a payment be made directly to the Participant’s registered retirement savings plan in circumstances to which regulation 100(3) of the regulations of the Tax Act apply.

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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Section 7.3 Reorganization of the Corporation

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, Shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Section 7.4 No Representation or Warranty

The Corporation makes no representation or warranty as to the future Market Value of Shares issued in accordance with the provisions of this Plan or to the effect of the Tax Act or any other taxing statute governing the Options or the Shares issuable thereunder or the tax consequences to a Participant. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Corporation.

Section 7.5 Governing Laws

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Section 7.6 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

Section 7.7 Effective Date of the Plan

The Plan was approved by the Board and shall take effect on ●, 2024

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

Schedule A – Form of Option Commitment

ESHBAL FUNCTIONAL FOOD INC.

OPTION COMMITMENT

Notice is hereby given that, effective this __ day of __, _, pursuant to the provisions of the Omnibus Incentive Plan (the “ Plan ”) of ESHBAL Functional Food Inc. (the “ Corporation ”), the Corporation has granted to ___ (the “ Optionee ”), an Option to acquire __ common shares in the capital of the Corporation (“ Optioned Shares ”) up to 5:00 p.m. (Vancouver Time) on the _ day of __, __ (the “ Expiry Date ”), or such earlier date as determined in accordance with the terms of this Plan, at an Exercise Price of CAD$______ per Optioned Share.

[Optioned Shares are to vest immediately.]

OR

[Optioned Shares will vest ( INSERT VESTING SCHEDULE AND TERMS) ]

The grant of the Option evidenced hereby is made subject to the terms and conditions of this Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in this Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of this Plan and the records of the Corporation shall prevail.

To exercise the Option, (1) deliver a written notice in the form attached as Schedule B to this Plan (or in such other form as established by the Corporation) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Corporation for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a “net exercise” basis or “cashless exercise” basis in accordance Section 3.7 of this Plan and the Corporation’s Board approves the exercise on a “net exercise” basis or “cashless exercise” basis, deliver a written notice and comply with such other conditions as established by the Corporation for a “net exercise” or “cashless exercise”. A certificate, or written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Corporation or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.

[ Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant] ”.]

The Corporation and the Optionee represent that the Optionee, under the terms and conditions of this Plan, is a bona fide Service Provider (as defined in this Plan), entitled to receive Options under TSX Venture Exchange policies.

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the Policies of the TSX Venture Exchange) by both the Corporation and the TSX Venture Exchange as more particularly set out in the Acknowledgement - Personal Information in use by the TSX Venture Exchange on the date of this Option Commitment.

ESHBAL FUNCTIONAL FOOD INC.

Authorized Signatory

[Insert name of Optionee]

The Optionee acknowledges receipt of a copy of this Plan and represents to the Corporation that the Optionee is familiar with the terms and conditions of this Plan, and hereby accepts this Option subject to all of the terms and conditions of this Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Corporation in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.

Signature of Optionee:

Signature Date signed:

Print Name

Address

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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Schedule B – Form of Exercise Notice

ESHBAL FUNCTIONAL FOOD INC.

EXERCISE NOTICE FOR OPTIONS

ESHBAL FUNCTIONAL FOOD INC.

1500-1055 West Georgia St., Vancouver, British Columbia V6E 4N7

Re: Notice of Exercise - Options

Attn: Omnibus Incentive Plan Administrator of ESHBAL Functional Food Inc. (the “Corporation”)

This letter is to inform the Omnibus Incentive Plan Administrator that I, ____, wish to exercise _ Options, at per Share, on this day of __, 20____.

The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.

Payment issued in favour of ESHBAL Functional Food Inc. for the amount of $____ will be forwarded, including withholding tax amounts.

Please register the share certificate in the name of:

Name of Optionee:

Address:

Please send share certificate to:

Name of Optionee:

Address:

Sincerely,

Signature of Optionee

Date SIN Number (for T4)

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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Schedule C – Form of RSU Grant Agreement

ESHBAL FUNCTIONAL FOOD INC.

RESTRICTED SHARE UNIT GRANT AGREEMENT

This restricted share unit agreement (“ RSU Grant Agreement ”) is entered into between ESHBAL Functional Food Inc. (the “ Corporation ”) and the Participant named below (the “ Recipient ”) of the restricted share units (“ RSUs ”) pursuant to the Corporation’s omnibus incentive plan (the “ Plan ”). Capitalized terms used and not otherwise defined in this RSU Grant Agreement shall have the meanings set forth in the Plan.

The terms of the RSUs, in addition to those terms set forth in the Plan, are as follows:

Recipient . The Recipient is ● and the address of the Recipient is currently ●.
Grant of RSUs . The Recipient is hereby granted ● RSUs.
Settlement . The RSUs shall be settled as follows:

(Select one of the following three options):

(a) ☐ One Share issued from treasury per RSU.
(b) ☐ Cash Equivalent of one Share per RSU.
(c) ☐ Either (a), (b), or a combination thereof, at the election of the Recipient.
Restriction Period . In accordance with Section 4.3 of the Plan, the Restriction Period in respect of the RSUs granted hereunder, as determined by the Board, shall commence on ● and terminate on ●.
Performance Period . ●.
Vesting . Subject to any acceleration in vesting as provided in the Plan and approved by the Board, the RSUs granted in this award vest as follows:

% of RSUs Which Vest [insert]% [insert]% [insert]%	# of RSUs Which Vest [insert] [insert] [insert]	Vesting Date [insert] [insert] [insert]

Transfer of RSUs . The RSUs granted hereunder are neither transferable nor assignable except in accordance with the Plan.

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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Inconsistency . This RSU Grant Agreement is subject to the terms and conditions of the Plan and, in the event of any inconsistency or contradiction between the terms of this RSU Grant Agreement and the Plan, the terms of the Plan shall govern.
Severability . Wherever possible, each provision of this RSU Grant Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this RSU Grant Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this RSU Grant Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
Entire Agreement . This RSU Grant Agreement and the Plan embody the entire agreement and understanding among the parties and supersede and pre-empt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
Successors and Assigns . This RSU Grant Agreement shall bind and enure to the benefit of the Recipient and the Corporation and their respective successors and permitted assigns.
Time of the Essence . Time shall be of the essence of this Agreement and of every part hereof.
Governing Law . This RSU Grant Agreement and the RSUs shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
Counterparts . This RSU Grant Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

[Remainder of page left intentionally blank; Signature page follows]

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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By signing this RSU Grant Agreement, the Participant acknowledges that he or she has been provided with, has read and understands the Plan and this RSU Grant Agreement.

IN WITNESS WHEREOF the parties hereof have executed this RSU Grant Agreement as of the __ day of __, 20_.

ESHBAL FUNCTIONAL FOOD INC.

By:

Name: ● Title: ●

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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Schedule D – Form of RSU Settlement Notice

ESHBAL FUNCTIONAL FOOD INC.

RSU SETTLEMENT NOTICE

TO: ESHBAL FUNCTIONAL FOOD INC. (the “Corporation”)

The undersigned (the “ Holder ”), being the holder of _______ restricted share units (“ RSUs ”) of the Corporation pursuant to the Corporation’s omnibus incentive plan, as amended from time to time (the “ Plan ”), hereby irrevocably gives notice to the Corporation of the Holder’s election to settle the RSUs. The Holder acknowledges that, in accordance with the terms of the Plan and the applicable restricted share unit agreement, the RSUs will be settled in common shares in the capital of the Corporation (the “ Shares ”).
The Holder directs the Corporation, for the Shares to be issued in settlement of the RSUs, to issue a Share certificate or DRS advice evidencing said Shares registered as follows: [ Instructions: Please insert name and address for registration and delivery .]

In order to satisfy the Corporation’s withholding obligations in connection with the settlement of the RSUs, the Holder hereby agrees and authorizes the Corporation to withhold, as applicable, an amount of cash or such number of Shares that is equal in value to the Corporation’s withholding obligations. The number of Shares, which may be held back, if applicable, will be equal to the amount of the Corporation’s withholding obligations divided by the closing trading price of the common shares on the date of settlement of the RSUs. For the purposes hereof, the date of settlement of the RSUs will be the date on which the Corporation receives an executed copy of this RSU Settlement Notice.
By executing this RSU Settlement Notice, the Holder hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this RSU Settlement Notice shall have the meanings given to them under the Plan.
The Holder represents, warrants and certifies that the Holder at the time of settlement of RSUs is not in the United States, is not a “U.S. person” as defined in Regulation S under the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”) and is not settling RSUs on behalf of, or for the account or benefit of a U.S. person or a person in the United States and did not execute or deliver this exercise form in the United States. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

DATED the __ day of ___, 20____.

[Name of Holder]

ESHBAL FUNCTIONAL FOOD INC. OMNIBUS INCENTIVE PLAN

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AI assistant

Eshbal Functional Food Inc. — Proxy Solicitation & Information Statement 2024

47795_rns_2024-07-12_0a3a027a-ddff-4d50-af7f-7d85e98cb615.pdf

HAKKEN CAPITAL CORP. 4626 Lockehaven Pl.

North Vancouver, British Columbia V7G 2B8, Canada

NOTICE OF ANNUAL GENERAL MEETING

Notice-and-Access

How to Obtain Paper Copies of the Information Circular

BY ORDER OF THE BOARD

HAKKEN CAPITAL CORP. 4626 Lockehaven Pl. North Vancouver, British Columbia V7G 2B8, Canada

MANAGEMENT PROXY CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Notice and Access

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

If you are a Beneficial Shareholder:

Notice to Shareholders in the United States

Revocation of Proxies

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

VOTES NECESSARY TO PASS RESOLUTIONS

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

The Audit Committee’s Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

Notes:

CORPORATE GOVERNANCE

General

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officer

Director and Named Executive Officer Compensation

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by NEOs and Directors

Stock Options and Other Incentive Plans

Option Plan

Eligible Optionees

Material Terms of the Option Plan

Employment, consulting and management agreements

Oversight and description of director and NEO compensation

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Appointment of Auditor

THE BOARD OF DIRECTORS RECOMMENDS THAT EACH SHAREHOLDER VOTE “FOR” THE AUDITOR RESOLUTION. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote FOR the Auditor Resolution.

Number of Directors

Election of Hakken Directors

Biographies of Hakken Directors

David Eto, - Director, President and CEO

Barry D. McKnight - Director, Chief Financial Officer and Corporate Secretary

Douglas H. Blakeway - Director

Robert E. Trenaman – Director

Election of Resulting Issuer Directors

Notes:

Biographies of the Resulting Issuer Directors

Penalties, Sanctions, Cease Trade Orders, Bankruptcies Etc.

Resulting Issuer Omnibus Plan

Summary of Material Terms

Options

RSUs

Other Business

Eshbal Functional Food Inc. Proxy Solicitation & Information Statement 2024