Everybody Loves Languages Corp. — AGM Information 2021

Oct 20, 2021

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

RELATING TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF LINGO MEDIA CORPORATION

TO BE HELD ON

November 16, 2021

October 12, 2021

LINGO MEDIA CORPORATION 151 Bloor Street West, Suite 609 Toronto, Ontario M5S 1S4

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Lingo Media Corporation (the “ Corporation ”) will be held at its office at 151 Bloor Street West, Suite 609, Toronto, Ontario, Canada. M5S 1S4 on November 16, 2021 at 10:00 a.m. for the following purposes, each as more fully described in the management information circular dated October 12, 2021 (the “ Circular ”) accompanying this notice of Meeting:

1. to receive the audited financial statements of the Corporation for the financial year ended December 31, 2020 and the accompanying report of the auditors thereon;

2. to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration;

3. to elect six directors of the Corporation, to serve until the close of the next annual meeting of Shareholders or until their successors are elected or appointed; and

4. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is at the close of business on October 12, 2021 (the “ Record Date ”). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting and any adjournment or postponement thereof.

The Company is continuously monitoring the current coronavirus (COVID-19) outbreak. With respect to the current COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the Public Health Agency of Canada and the Ontario Health Agency https://covid19.ontario.ca/public-health-measures.

The Company strongly encourages shareholders not to attend the Meeting in person. Any person who is experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing or has travelled outside of Canada in the 14 days prior to the Meeting will not be permitted entry into the Meeting. The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak. Changes to the Meeting date and/or means of holding the Meeting may be announced by way of press release.

The Company does not intend to prepare an amended Information Circular in the event of changes to the Meeting format. Please monitor our website at https://www.lingomedia.com/ for updated information. If you are planning to attend the Meeting, please check the website one week prior to the meeting date.

Shareholders who are unable to attend the Meeting, or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy (registered Shareholders) or voting instruction form (beneficial Shareholders) for use at the Meeting or any adjournment thereof. To be effective, the enclosed form of proxy or voting instruction form must be mailed or faxed so as to reach or be deposited with Corporation’s transfer agent and registrar, Computershare Investor Services Inc. (in the case of registered Shareholders) at 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, not later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any postponement or adjournment thereof (the “ Proxy Deadline ”), or to your broker or other intermediary (in the case of beneficial Shareholders) with sufficient time for them to file a proxy by the Proxy Deadline.

DATED at Toronto, Ontario, this 12[th] day of October, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Michael P. Kraft”

Michael P. Kraft Chairman

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LINGO MEDIA CORPORATION

MANAGEMENT INFORMATION CIRCULAR

All time references are references to Toronto time.

Unless otherwise stated, the information contained in this Circular is given as of October 12, 2021.

Unless otherwise indicated, all references to “$” or “dollars” refer to Canadian dollars, and all references to “US$” refer to United States dollars.

PROXY RELATED INFORMATION

This Circular is furnished in connection with the solicitation of proxies by management of Lingo Media Corporation (the “ Corporation ”) for use at the annual general meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) in the capital of the Corporation. The Meeting will be held on November 16, 2021 at 10:00 a.m. at 151 Bloor Street West, Suite 609, Toronto, Ontario M5S 1S4, or at such other time or place to which the Meeting may be adjourned, for the purposes set forth in the notice of meeting in respect of the Meeting (the “ Notice ”) accompanying this Circular.

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

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings or securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. All references to Shareholders in this Circular and the accompanying form of proxy and Notice are to registered Shareholders unless specifically stated otherwise.

Accompanying this Circular and filed with applicable securities regulatory authorities is a form of proxy (a “ Form of Proxy ”) for use at the Meeting. Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a duly completed Form of Proxy to Computershare Investor Services Inc., Proxy Department, (the “ Transfer Agent ”) either in person, or by mail or courier, to 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, facsimile within North America (866) 249-7779 and outside North America (416) 263-9524.

The persons named as proxyholders in the Form of Proxy accompanying this Circular are directors or officers of the Corporation, or persons designated by management of the Corporation, and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act for him, her or it and on his, her or its behalf at the Meeting other than the management nominee designated in the Form of Proxy may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the accompanying Form of Proxy; or (ii) completing another valid Form of Proxy. In either case, the completed Form of Proxy must be delivered to the Transfer Agent, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in

the Form of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the Form of Proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the Form of Proxy).

In order to validly appoint a proxy, Forms of Proxy must be received by the Transfer Agent (the address is stated above or in the Form of Proxy) at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment or postponement thereof. After such time, the Chairman of the Meeting may accept or reject a Form of Proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late Form of Proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to the Transfer Agent, 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the Chairman of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the Chairman before the proxy is exercised) and vote in person (or withhold from voting).

Signature on Proxies

The Form of Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A Form of Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Common Shares by completing the blanks on the Form of Proxy.

Common Shares represented by any properly executed proxy in the accompanying form will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such direction, such Common Shares will be voted in favour of the matters described in the Form of Proxy and herein.

If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Form of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Common Shares represented by a valid Form of Proxy will be voted in favour of the election of nominees set forth in this Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder’s discretion.

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Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Circular as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders who are registered Shareholders (that is, Shareholders whose names appear on the records maintained by the registrar and Transfer Agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers (or their agents and nominees) are prohibited from voting shares for the broker’s clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“ NOBOs ”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, email address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“ OBOs ”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101, the Corporation is sending the Notice, Circular, and a voting instruction form or a Form of Proxy, as applicable (collectively, the “ Meeting Materials ”), directly to NOBOs and indirectly through intermediaries to OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials directly to NOBOs and indirectly through intermediaries to OBOs. The Corporation will pay the fees and expenses of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

The Corporation has used a NOBO list to send the Meeting Materials directly to NOBOs whose names appear on that list. If the Transfer Agent has sent these materials directly to a NOBO, such NOBO’s name and address and information about its holdings of Common Shares have been obtained from the intermediary holding such shares on the NOBO’s behalf in accordance with applicable securities regulatory requirements. As a result, any NOBO of the Corporation can expect to receive a voting instruction form from the Transfer Agent. NOBOs should complete and return the voting instruction form to the Transfer Agent in the envelope provided. In addition, Internet voting is available. Instructions in respect of the procedure for Internet voting can be found in the voting instruction form. The Transfer Agent will tabulate the results of voting instruction forms received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by such voting instruction forms.

Applicable securities regulatory policy requires intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form 54-101F7. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting or any adjournment(s) or postponement(s) thereof. Often, the Form of Proxy supplied to a Beneficial Shareholder by its broker is identical to the Form of Proxy provided to registered

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shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to attend at the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) Broadridge typically mails a voting instruction form in lieu of the Form of Proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Broadridge will then provide aggregate voting instructions to the Transfer Agent, which tabulates the results and provides appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment or postponement thereof. By choosing to send the Meeting Materials to NOBOs directly, the Corporation (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of October 12, 2021 (the “ Record Date ”) are entitled to receive notice and attend and vote at the Meeting. As at the Record Date, the Corporation had 35,529,192 issued and outstanding Common Shares. These Common Shares are the only voting shares of the Corporation which are issued and outstanding as of the Record Date. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as at the date of this Circular, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officer, director, or employee of the Corporation, past or present, nor any proposed nominee for election as a director of the Corporation, nor any associate of any of the foregoing persons, at any time during the financial year ended December 31, 2020, and as at the date of this Circular, is or was indebted to the Corporation in connection with the purchase of securities or otherwise, nor is any such individual indebted to another entity with such debt being the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed in this Circular, no director or executive officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time since the beginning of the financial year ended December 31, 2020, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Circular, no one who has held the position of director or executive officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, during the financial year ended December 31, 2020, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

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STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this Circular, a named executive officer (“ NEO ”) of the Corporation means each of the following individuals:

• (a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a chief executive officer;

• (b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a chief financial officer;

• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers; and

• (d) each individual who would be a NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

During the financial year ended December 31, 2020, the Corporation had the following NEOs: Gali Bar-Ziv, President and CEO and Khurram R. Qureshi, Chief Financial Officer.

Director and Named Executive Officer Compensation Excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation or its subsidiaries, to each NEO and director, in any capacity, during the financial years ended December 31, 2020 and 2019:

Table of Compensation excluding Compensation Securities

Name andposition	Year Ended Dec. 31		Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites(1) ($)	Value of all other compensation ($)	Total compensation ($)
Michael P. Kraft Chairman and Director	2020 2019		72,000 72,000(2)	6,000 nil	nil nil	nil 3,852	nil nil nil	78,000 75,852
Gali Bar-Ziv President and CEO	2020 2019		186,000 186,000(3)	30,766 nil	nil nil	7,256 7,691	nil nil	224,022 193,691
Khurram R. Qureshi Chief Financial Officer	2020 2019		60,000 60,000(4)	16,000 nil	nil nil	5,443 14,581	nil nil	81,443 74,581
Jerry Grafstein Director	2020 2019		nil nil	nil nil	1,800(5) nil	nil nil	nil nil	1,800 nil

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Name andposition	Year Ended Dec. 31		Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites(1) ($)	Value of all other compensation ($)	Total compensation ($)
Weibing “Tommy” Gong Director	2020 2019		nil nil	nil nil	1,800 nil	nil nil	nil nil	1,800 nil
Martin Bernholtz(6) Director	2020 2019		nil nil	nil nil	Nil nil	nil nil	nil nil	nil nil
Robert Martellacci Director	2020 2019		nil nil	nil nil	900(7) nil	nil nil	nil nil	900 nil
Laurent Mareschal(8) Director	2020		nil	nil	600(8)	nil	nil	600

Notes:

• (1) Perquisites and other personal benefits, securities or property that do not in the aggregate exceed the lesser of $15,000 and 10% of the total of the annual salary and bonus for any NEO for the financial year, if any, are not disclosed.

(2) Paid to MPK Inc., a private corporation that is wholly owned by Mr. Kraft, pursuant to the Kraft Consulting Agreement.

• (3) Paid to Busy Babies Inc., a private corporation that is wholly owned by Mr. Bar-Ziv, pursuant to the Bar-Ziv Consulting Agreement.

• (4) Paid to 2240525 Ontario Inc., pursuant to the Qureshi Consulting Agreement.

• (5) Paid to New Court Corporation.

• (6) Ceased to be a director on May 22, 2019.

• (7) Paid to MindShare Learning Technology Corp.

• (8) Elected on September 3, 2020. Paid to Silver Peak Advisors Inc.

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each NEO and directors by the Corporation in the financial year ended December 31, 2020 for services provided directly or indirectly to the Corporation.

Compensation Securities

Name andposition	Type of compen- sation security	Number of compen- sation securities, number of underlying securities, and percentage of class (#)	Date of issue or grant		Closing price of security or underlying security on	Closing price of security or underlying security at year end ($)	Expiry Date
				Issue,
				conversion
				or exercise	date of
				price	grant ($)
				($)
Michael P. Kraft Chairman, former President and CEO, and Director Gali Bar-Ziv President and CEO, former Chief Operating Officer	Stock Option Stock Option	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil

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Khurram R.	Stock	nil	nil	nil	nil	nil	nil
Qureshi	Option
Chief Financial
Officer
Jerry Grafstein	Stock	nil	nil	nil	nil	nil	nil
Director	Option
Weibing	Stock	nil	nil	nil	nil	nil	nil
“Tommy” Gong	Option
Director
Martin	Stock	nil	nil	nil	nil	nil	nil
Bernholtz(1)	Option
Director
Robert	Stock	nil	nil	nil	nil	nil	nil
Martellacci	Option
Director
Laurent	Stock	nil	nil	nil	nil	nil	nil
Mareschal(2)	Option
Director

(1) Ceased to be a director on May 22, 2019.

(2) Elected September 3, 2020.

The following table sets forth each exercise by a director or NEO of compensation securities during the financial year ended December 31, 2020:

Exercise of Compensation Securities by Directors and NEOs

Name andposition	Type of compen- sation security Options Options Options Options Options Options Options Options	Number of underlying securities exercised (#) nil nil nil nil nil nil nil nil	Exercise price per security ($) nil nil nil nil nil nil nil nil	Date of Exercise nil nil nil nil nil nil nil nil	Closing price per security on date of exercise ($) nil nil nil nil nil nil nil nil	Difference between exercise price and closing price on date of exercise ($) nil nil nil nil nil nil nil nil	Total value on exercise date ($)
Michael P. Kraft Chairman and Director Gali Bar-Ziv President and CEO Khurram R. Qureshi Chief Financial Officer Jerry Grafstein Director Weibing “Tommy” Gong Director Martin Bernholtz(1) Director Robert Martellacci Director Laurent Mareschal(2) Director							nil nil nil nil nil nil nil nil

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Notes:

(1) Ceased to be a director on May 22, 2019. (2) Elected September 3, 2020.

Stock Option Plans and other Incentive Plans

The Corporation’s stock option plan (the “ Option Plan ”) is the Corporation’s only equity compensation plan, which provides that the board of directors of the Corporation (the “ Board ”) may from time to time grant options to purchase common shares (“ Options ”) to directors, officers, employees, consultants of the Corporation and its subsidiaries (collectively, “ Eligible Persons ”).

The Option Plan was amended, restated and approved by the Shareholders on December 8, 2017. The Option Plan is a fixed option plan. The maximum aggregate number of Common Shares reserved for issuance and which could be purchased upon the exercise of all Options granted thereunder may not exceed 7,105,838 Common Shares, which represented 20% of the issued and outstanding Common Shares as at the date of this Circular. Any Common Shares subject to a prior option granted under the Option Plan which for any reason are cancelled or terminated prior to exercise will be available for a subsequent grant under the Option Plan.

The maximum number of Common Shares which may be reserved for issuance in a 12-month period to any one individual under the Option Plan, shall not, in the aggregate, exceed 5% of the issued and outstanding Common Shares of the Corporation at the time of grant. The maximum number of Common Shares which may be reserved for issuance in a 12-month period to consultants, and to all Eligible Persons engaged in investor relations activities for the Corporation, may not exceed 2% of the issued and outstanding Common Shares at the time of grant. The aggregate number of Common Shares reserved for issuance pursuant to Options granted to insiders of the Corporation at any given time, or within a 12-month period, may not exceed 10% of the total number of Common Shares then outstanding, unless disinterested Shareholder approval is obtained.

The Option Plan provides that the exercise price, vesting provisions, the extent to which an Option is exercisable, and other terms and conditions relating to such options shall be determined by the Board, subject to compliance with the policies of the TSX Venture Exchange (“ TSX-V ”). Awards of Options are evidenced by an option agreement that sets forth the terms, conditions and limitations for each award. The Corporation will not issue Common Shares pursuant to Options unless and until exercise price for such Common Shares is fully paid. The exercise price of any Option granted under the Option Plan cannot be less than the closing price of the Common Shares on the day immediately preceding the day upon which the Option is granted less any discount permitted under the policies of the TSX-V.

The maximum term of Options granted under the Option Plan is ten years, subject to earlier termination, upon the termination of the optionee’s employment, the optionee ceasing to be an Eligible Person, the optionee’s bankruptcy or insolvency, retirement, permanent disability, or death. Options are non-transferable.

The Option Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of a subdivision, consolidation, reclassification or change of the Common Shares, a merger, or other relevant changes in the Corporation’s capitalization.

Generally, the Board may amend the Option Plan, subject to any necessary regulatory approval, except that no general amendment of the Option Plan will, without the prior written consent of all optionees, materially alter or impair any Option previously granted. Shareholder approval is required for any amendment to the number of Common Shares authorized and available for issuance under the Option Plan.

Oversight and Description of Director and Named Executive Officer Compensation

The Board reviews the compensation of the directors and executive officers of the Corporation. The Board also administers the Option Plan. The compensation committee of the Board (the “ Compensation Committee ”) is responsible for assisting the Board in setting director and executive compensation, and for developing and submitting to the Board recommendations with respect to other employee benefits.

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Compensation of Executive Officers

At least annually, the Compensation Committee reviews the cash compensation, performance and overall compensation package for each executive officer. It then submits to the Board recommendations with respect to the basic salary, cash bonus, perquisites, and participation in stock option compensation arrangements for each executive officer. The Board reviews each recommendation and decides whether to accept, reject or alter such recommendation. Typically, the Board, acting upon recommendation of the Compensation Committee, determines executive compensation in May of each year for the 12-month period from January 1 to December 31. The Corporation does not use benchmarking in establishing compensation.

NEO compensation is based primarily on corporate performance which includes achievement of the Corporation’s strategic objective of growth and the enhancement of shareholder value through increases in the market price of the Common Shares price resulting from increases in sales, revenues and enhanced annual cash flow. In determining compensation, the Compensation Committee and the Board are guided by the goals of offering competitive compensation to attract, retain and motivate qualified executives in order for the Corporation to meet its goals, while advancing the interests of the Corporation and its Shareholders by acting in a fiscally responsible manner.

Fixed salary or consulting fees comprises the total cash-based compensation offered by the Corporation to executive officers. The Compensation Committee recommends, and the Board determines, the salary or consulting fee for each NEO. The salary/consulting fee review for each executive officer is also based on assessment of factors such as the particular responsibilities related to the position, the experience level of the executive officer, and his or her past performance at the Corporation. In determining the base salary or consulting fees of an executive officer, the Board considers the recommendations of the Compensation Committee, as well as the previous year’s remuneration paid to executives with similar titles at a comparative group of companies in the marketplace. To date, the Board has chosen to provide executive officers with base salaries and consulting fees that are typically on the lower end of the comparator group, and bonuses, if any, and equity compensation that are typically on the higher end of the comparator group.

Annual performance-based cash bonuses are a variable component of compensation designed to reward the Corporation’s executive officers for maximizing annual operating performance. Any bonus paid to the executive officers is entirely within the discretion of the Board, following consideration by the Compensation Committee. In making bonus determinations, the Board reviews corporate and individual performance, considering sales performance against budget, expense control, relative change in cash flow, performance factors, relative performance of the Common Shares, and other exceptional or unexpected factors.

Decisions with respect to number of Options granted and vesting periods are based upon the particular executive officer’s level of responsibility and their contribution towards the Corporation’s goals and objectives, and additionally may be awarded in recognition of the achievement of a particular goal or extraordinary service. To date, no specific formulae have been developed to assign a specific weighting to each of these components. Previous grants and their status are taken into consideration to ensure the entire compensation program is adequate in light of the individual’s position, ongoing responsibilities and prevailing market conditions. The Board considers the overall number of Options that are outstanding relative to the number of outstanding Common Shares in determining whether to make any new grants of Options and the size of such grants.

The Corporation also offers perquisites in the form of an executive employee benefit program, which includes a health plan and automobile allowance.

Executive Officer Employment Agreements

Michael P. Kraft, Chairman

The Corporation entered into a consulting agreement (the “ Kraft Consulting Agreement ”) dated as of October 18, 2007 for the services of Michael P. Kraft as the President and Chief Executive Officer. Subsequently, the Agreement was amended with MPK Inc. effective December 1[st] , 2018 to provide the services of Michael P. Kraft as the Chairman of the Corporation. MPK Inc. is a corporation wholly-owned and controlled by Mr. Kraft.

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The Kraft Consulting Agreement provides for an initial term of 24 months beginning on January 1, 2008, and was renewed in January 2010, 2012, 2014, 2016, 2018, and 2020.

Pursuant to the Kraft Consulting Agreement, the Corporation pays to MPK Inc. a base fee of $6,000 per month plus HST ($12,500 from January 1, 2014 through May 31, 2015, reduced to $10,000 per month as of June 1, 2015, reduced to $6,000 per month as of December 1, 2018) for Mr. Kraft’s services. MPK Inc. is eligible to receive annual incentive cash bonuses based on Mr. Kraft’s performance, and Mr. Kraft is eligible to receive grants of stock options pursuant to the Option Plan from time to time, in each case at the discretion of the Board. The Amended Kraft Consulting Agreement also includes that the Corporation will provide to Mr. Kraft extended health benefits at his option.

MPK Inc. may terminate the Kraft Consulting Agreement upon ninety days written notice to the Corporation and the Corporation shall pay to MPK Inc., all amounts due and owing up to the effective date of termination. MPK Inc. may also terminate the Kraft Consulting Agreement for the following reasons: (i) a material change in the position, duties and responsibilities of Mr. Kraft; (ii) if Mr. Kraft ceases to be the most senior officer of the Corporation; (iii) any material reduction in compensation; and (iv) if the Corporation’s head office is located more than 50 kilometres from its current location and Mr. Kraft’s residence. If MPK Inc. terminates the Kraft Consulting Agreement for any of the foregoing reasons, the Corporation shall pay to MPK Inc. all amounts due and owing up to the effective date of termination and a settlement amount equal to 18 months’ compensation at the rate of compensation payable immediately prior to the effective date of termination.

The Corporation may terminate the Kraft Consulting Agreement for convenience by giving written notice to MPK Inc., and payment by the Corporation of all amounts due and owing up to the effective date of termination plus a settlement amount equal to 18 months’ compensation at the rate of compensation payable to MPK Inc. immediately prior to the effective date of termination.

In the event of a change of control, the MPK Inc. may, for a period of six months after the effective date of any such change of control, elect to terminate the Kraft Consulting Agreement upon eight weeks’ notice, and the Corporation shall pay to MPK Inc. all amounts due and owing up to the effective date of termination and a settlement amount equal to 18 months’ compensation at the rate of compensation payable immediately prior to the effective date of such voluntary termination. If the Corporation terminates MPK Inc. in connection with a change of control without cause, the settlement amount shall be equal to 24 months’ compensation at the rate of compensation payable immediately prior to the effective date of termination.

Mr. Kraft is subject to an 18 month non-compete period following the termination of the Kraft Consulting Agreement.

Gali Bar-Ziv, President and Chief Executive Officer

The Corporation entered into a consulting agreement (the “ Bar-Ziv Consulting Agreement ”) dated as of June 1, 2009, as amended, with Busy Babies Inc. to provide the services of Gali Bar-Ziv as Chief Operating Officer of the Corporation. On December 11, 2018, Gali Bar-Ziv was appointed as President and Chief Executive Office of the Company. Busy Babies Inc. is a corporation wholly-owned and controlled by Mr. Bar-Ziv.

The Bar-Ziv Consulting Agreement provided for an initial term of 12 months to begin on June 1, 2009, and automatically renews for subsequent one-year terms unless terminated in accordance with its terms.

Pursuant to the Bar-Ziv Consulting Agreement, the Corporation pays to Busy Babies Inc. a base fee of $15,500 per month plus HST ($10,500 from January 1, 2014 through May 31, 2015, and increased to $12,500 per month as of June 1, 2015, and increased to $15,500 per month as of December 1, 2018) for Mr. Bar-Ziv’s services. Mr. Bar-Ziv is eligible to receive performance bonus based on 3% of Lingo Media revenue from $1 million to $5 million; 5% of Lingo Media revenue from $5 million and above. In addition, Mr. Bar-Ziv also receives bonus based on 3% of Lingo Media consolidated EBITDA from $250,001 to $1 million and 4% from $1 million to $5 million. Mr. Bar-Ziv is eligible to receive grants of stock options pursuant to the Option Plan from time to time, in each case at the discretion of the Board.

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Busy Babies Inc. may terminate the Bar-Ziv Consulting Agreement upon 4-months’ written notice to the Corporation and the Corporation shall pay to Busy Babies Inc. all amounts due and owing up to the effective date of termination. Busy Babies Inc. may also terminate the Bar-Ziv Consulting Agreement for the following reasons: (i) a material change in the position, duties and responsibilities of Mr. Bar-Ziv; (ii) if Mr. Bar-Ziv ceases to be a senior officer of the Corporation; (iii) any material reduction in the compensation; and (iv) if the Corporation’s head office is located more than 50 kilometres from its current location and Mr. Bar-Ziv’s residence. If Busy Babies Inc. terminates the Bar-Ziv Consulting Agreement for any of the foregoing reasons, the Corporation shall pay to Busy Babies Inc. all amounts due and owing up to the effective date of termination, and a settlement amount equal to nine months’ compensation at the rate of compensation payable immediately prior to the effective date of termination.

The Corporation may terminate the Bar-Ziv Consulting Agreement for convenience by giving written notice to Busy Babies Inc., and payment by the Corporation of all amounts due and owing up to the effective date of termination plus a settlement amount equal to nine months’ compensation at the rate of compensation payable to Busy Babies Inc. immediately prior to the effective date of termination.

In the event of a change of control, the Corporation elect to terminate the Bar-Ziv Consulting Agreement, the Corporation shall pay Busy Babies Inc. all amounts due and owing up to the effective date of termination and a settlement amount equal to 12 months’ compensation at the rate of compensation payable immediately prior to the effective date of such voluntary termination.

Mr. Bar-Ziv is subject to a nine month non-compete period following the termination of the Bar-Ziv Consulting Agreement.

Khurram Qureshi, Chief Financial Officer

The Corporation has entered into a consulting agreement dated as of August 1, 2011 with CQK Chartered Accountants LLP. The agreement was amended on August 1[st] , 2018 with 2240525 Ontario Inc. to provide the services of Khurram Qureshi as Chief Financial Officer of the Corporation.

The Qureshi Consulting Agreement provided for an initial term of 12 months to begin on August 1, 2011, and automatically renews for subsequent one-year terms unless terminated in accordance with its terms. The Corporation pays to 2240525 Ontario Inc. a base fee of $5,000 per month, plus applicable HST. Mr. Qureshi is eligible for reimbursement for certain expenses properly incurred in connection with the Corporation’s business. Mr. Qureshi is eligible to receive annual incentive bonuses and grants stock of options pursuant to the Option Plan from time to time, in each case at the discretion of the Board. The Qureshi Consulting Agreement also provides that the Corporation will provide to Mr. Qureshi extended health benefits.

Mr. Qureshi may terminate the Qureshi Consulting Agreement upon 90 days’ written notice to the Corporation and the Corporation shall pay to 2240525 Ontario Inc. all amounts due and owing up to the effective date of termination. The Corporation shall pay to 2240525 Ontario Inc. all amounts due and owing up to the effective date of termination, and a settlement amount equal to three months’ compensation at the rate of compensation payable within 30 days of the termination date.

The Corporation may terminate the Qureshi Consulting Agreement for convenience by giving written notice to 2240525 Ontario Inc. and payment by the Corporation of all amounts due and owing up to the effective date of termination plus a settlement amount equal to three months compensation at the rate of compensation payable to 2240525 Ontario Inc. within 30 days of the termination date.

In the event of a change of control, the Corporation elect to terminate the Qureshi Consulting Agreement upon three (3)-month notice, and the Corporation shall pay 2240525 Ontario Inc. all amounts due and owing up to the effective date of termination and a settlement amount equal to 12 months’ compensation at the rate of compensation payable immediately prior to the effective date of such voluntary termination.

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Estimated Incremental Payment on Change of Control or Termination

The following table provides details regarding the estimated incremental payments that would be triggered by, or result from, a change of control, severance, termination or constructive dismissal of a NEO, assuming a triggering event occurred on December 31, 2020:

Severance Period (# of months) 18 9 3	Base Salary (Fees) ($) 72,000 186,000 60,000	Bonus Target Value($) nil nil nil	Benefits ($) nil nil nil	Total Incremental Payment ($)
				108,000 139,500 15,000

Compensation of Directors

Director compensation is determined by the Board on the recommendations of the Compensation Committee. The Board has adopted a cash compensation program for directors with respect to general directors’ duties, meeting attendance or for additional service on board committees. Directors are also reimbursed for travel and other out-ofpocket expenses incurred in attending Board, committee and shareholder meetings.

Directors may receive option grants as pursuant to the Option Plan. Options are granted at the discretion of the Board.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the number of Common Shares to be issued pursuant to equity compensation plans, the weighted average exercise price of such outstanding Options and the number of Common Shares remaining available for future issuance under equity compensation plans of the Corporation as of December 31, 2020.

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders(1)	4,055,000	$0.07	3,050,838
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	4,055,000	$0.07	3,050,838

Notes: (1) Outstanding pursuant to the Option Plan.

CORPORATE GOVERNANCE PRACTICES

Corporate Governance Disclosure

For information about the Corporation’s corporate governance practices, see Schedule “A” to this Circular.

Audit Committee

For information about the audit committee of the Board (the “ Audit Committee ”), see Schedule “B” to this Circular.

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MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the board of directors, the only matters to be brought before the Meeting are set forth in the accompanying Notice. These matters are described in more detail under the headings below.

1. Financial Statements

The audited consolidated financial statements of the Corporation for the financial years ended December 31, 2020, and the auditor’s report thereon, will be presented to the Shareholders at the Meeting, and will not be voted on. Receipt at the Meeting of such financial statements and the auditor’s report thereon will not constitute approval or disapproval of any matter referred to therein.

2. Appointment of Auditor

RSM Canada LLP are the independent, registered certified auditors of the Corporation. At the meeting the Shareholders will be asked to consider and, if thought appropriate, pass, with or without variation, a resolution appointing RSM Canada LLP as auditors of the Corporation to hold office until the close of the next annual Meeting and authorizing the directors of the Corporation to fix the remuneration of the auditors. To be effective, this resolution must be passed by a majority of the votes cast in respect of this resolution.

Management recommends that Shareholders vote FOR the adoption of the ordinary resolution approving the appointment of the auditors of the Corporation.

Proxies received in favour of management will be voted FOR the approval of the above ordinary resolution unless a Shareholder has specified in the proxy that the Common Shares are to be withheld from such ordinary resolution.

3. Election of Directors

The Corporation’s articles provide that the Board shall consist of a minimum of three and a maximum of ten directors. The Board currently consists of six directors, and each of their current terms in office will expire at the Meeting. At the Meeting, Shareholders will be asked to consider, and if and, if thought fit, approve the election of six directors, to serve until the next annual meeting of Shareholders or until their successors are elected or appointed.

Management has nominated each of the persons set forth in the table below, to stand for election as directors of the Corporation. Shareholders have the option to (i) vote for all of the proposed nominees listed in the table below; (ii) vote for some of the proposed nominees and withhold for others; or (iii) withhold for all of the proposed nominees. Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted FOR the election of each of the proposed nominees set forth in the table below.

Management has no reason to believe that any of the nominees will be unable to serve as a director. However, if any proposed nominee is unable to serve as a director, the individuals named in the Form of Proxy will be voted in favour of the remaining nominees, and may be voted in favour of a substitute nominee unless the Shareholder has specified in the proxy that the Common Shares represented thereby are to be withheld from voting in respect of the election of directors.

The following table states the name of each person nominated by management for election as a director, such person’s principal occupation or employment, period of service as a director of the Corporation, and the approximate number of voting securities of the Corporation that such person beneficially owns, or over which such person exercises direction or control:

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Name, and Province and Country of Residence	Principal Occupation During the Last Five Years(1)	Director Since	Common Shares Owned or Controlled(1)
Michael P. Kraft(2)(3) Ontario, Canada	Chairman of Buckingham Group Limited (1993 - present), President of MPK Inc. (1993 – present), Chairman & Director of Cannabio Inc. (2019 – present), Chairman of KPK & Partners Co. Inc. (2020 – present), Chairman of MaCanna Corporation (2020 – present), former Chairman of WeedMD Inc. (2014-2019) and former President & CEO of Lingo Media Corporation (1996-2018).	November 1996	128,438
Gali Bar-Ziv Ontario, Canada	President and CEO (2018 - present) and former Chief Operating Officer (2009 -2018)	August 2019	471,364
Jerry Grafstein(2)(3)(4) Ontario, Canada	Counsel Emeritus, Minden Gross LLP (2010 - present).	September 2010	1,100,000
Weibing “Tommy” Gong(2) Shanghai, China	Chairman, Zysteq North America Corporation; Shanghai Tommy Real Estate Development Co., Ltd; Shanghai Tommy & Jane Property Investment and Management Co., Ltd., and Shanghai Tommy Hotels Investment and Management Co., Ltd. (2000 – present)	September 2010	nil
Robert Martellacci(3)(4) Ontario, Canada	Founder and CEO, MindShare Learning Technology (2002 - present).	December 8, 2017	nil
Laurent Mareschal(2) Ontario, Canada	COO & CFO, The Group Ventures (2019 – present), SVP and Head, Scotiabank - Small Business Banking (2016-2018), CFO, Scotiabank – Canadian Banking (2012-2016) September 3, 2020		nil

Notes:

(1) Information about principal occupation, business or employment and number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by respective persons set forth above.

(2) Member of the Audit Committee. Mr. Mareschal serves as Chair.

(3) Member of the Compensation Committee. Mr. Grafstein serves as Chair.

(4) Member of the Corporate Governance and Nominating Committee. Mr. Grafstein serves as Chair.

Cease Trade Orders, Bankruptcies and Penalties

None of the proposed directors are, as at the date hereof, or has been, within ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any Corporation (including the Corporation) that: (i) while that person was acting in that capacity was the subject of a cease trade or similar order or an order that denied the relevant Corporation access to any exemption under securities legislation, that was in effect for a period of more than thirty consecutive days; (ii) was subject to a cease trade order or similar order or any order that denied the relevant Corporation access to an exemption under securities legislation, that was in effect for a period of more than thirty consecutive days 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; or (iii) 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 the 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.

None of the proposed directors has, within the ten years prior to the date hereof, 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 his assets.

None of the proposed directors is, as at the date hereof, or 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

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regulatory body that would be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s issuer profile on SEDAR, which can be accessed at www.sedar.com. Financial information of the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation for the most recently completed financial year, which are also available on SEDAR. Inquiries, including requests for copies of Corporation’s financial statements and management discussion and analysis, may be directed to the Corporation at 151 Bloor Street West, Suite 703, Toronto, Ontario M5S 1S4, attention: Chief Financial Officer, by telephone at (416) 927-7000, or by email at investor@lingomedia.com.

APPROVAL

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board.

DATED at Toronto, Ontario, this 12[th] day of October, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Michael P. Kraft”

Michael P. Kraft Chairman

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SCHEDULE “A” STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 – Corporate Governance Guidelines (“ NP 58-201 ”) of the Canadian Securities Administrators sets out a series of guidelines for effective corporate governance (the “ Guidelines ”). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires the disclosure by each listed corporation of its approach to corporate governance with reference to the Guidelines as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

Set out below is a description of the Corporation’s approach to corporate governance in relation to the Guidelines in accordance with NI 58-101F2 – Corporate Governance Disclosure (Venture Issuers).

Board of Directors

The Board facilitates its exercise of independent supervision over the Corporation’s management through frequent discussions with management and regular meetings of the Board.

NI 58-101 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors. NI 58-101 defines an “independent director” as a director who has no direct or indirect material relationship with the Corporation. A “material relationship” is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgment.

The Board is currently composed of six directors, namely Michael P. Kraft, Gali Bar Ziv, Jerry S. Grafstein, Weibing “Tommy” Gong, Mr. Robert Martellacci and Laurent Mareschal.

Messrs. Grafstein, Gong, Martellacci and Mareschal are considered independent within the meaning of NI 58-101. Mr. Kraft is not considered independent within the meaning of NI 58-101 because he is an “executive officer” (as such term is defined in NI 52-110) of the Corporation, and is thereby considered to have material relationship with the Corporation.

Directorships

The following table sets forth the directors of the Corporation who currently hold directorships with other reporting issuers:

Director	Reporting Issuer
Michael P. Kraft	Pioneering Technology Corp.
	JM Capital II Corp.
	TruTrace Technologies Inc.
Jerry S. Grafstein	Wangton Capital Corp.
	Predictiv AI Inc.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. When new directors are appointed, the existing Board members ensure that they receive orientation, commensurate with their previous experience, on the Corporation’s business, and industry and on the responsibilities of directors.

The Board’s continuing education is typically derived from correspondence with the Corporation’s legal counsel to remain up to date with developments in relevant corporate and securities law matters. Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

In addition, the Board has adopted a Code of Business Conduct, a Whistleblower Policy, an Insider Trading and Blackout Policy; and Corporate Disclosure Policy and Practices with respect to maintaining the highest standards of integrity and ethical behaviour in the conduct of its business.

Nomination of Directors

The Corporate Governance and Nomination Committee is responsible for identifying individuals believed to be qualified to become board members, consistent with criteria approved by the Board. In recommending candidates, the Corporate Governance Committee shall take into consideration the criteria approved by the Board, including any set forth in the Charter of the Board of Directors and the Corporate Governance Committee Charter , and such other factors as it deems appropriate. These factors shall include judgment, skill, integrity, independence, diversity, experience with business and organizations of comparable size, the interplay of a candidate’s experience with the experience of other Board’ members, willingness to commit the necessary time and energy to serve as director, and a genuine interest in the Corporation’s business, and the extent to which a candidate would be a desirable addition to the Board or any committees of the Board.

Board Committees

The Board has three committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the Corporation’s external audit function, internal controls and management information systems, accounting and financial reporting requirements, legal and regulatory compliance, risk management, such other functions as may be delegated to the Audit Committee by the Board. Further disclosure with respect to the Audit Committee is attached to this Circular as Schedule “B” .

The Audit Committee currently consists of three directors, namely Laurent Mareschal (Chair), Jerry Grafstein, and Michael P. Kraft.

Compensation Committee

The Compensation Committee assists the Board in fulfilling its obligations relating to human resource and compensation matters of the Corporation and its subsidiaries and to establish a plan for the continuity and development of senior management. The Compensation Committee is responsible for assisting the Board in setting director and senior executive compensation and to develop and submit to the Board recommendations with respect to other employee benefits as they see fit.

The Compensation Committee currently consists of three directors, namely, Jerry S. Grafstein (Chair), Michael Kraft and Robert Martellacci.

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Corporate Governance and Nomination Committee

The Corporate Governance and Nomination Committee assists the Board by: (i) developing, reviewing and planning the Corporation’s approach to corporate governance issues, including developing a set of corporate governance principles and guidelines specifically applicable to the Corporation; (ii) identifying and recommending to the Board potential new nominees to the Board; (iii) monitoring management’s succession plan for the CEO and other senior management; and (iv) overseeing enforcement of and compliance with the Corporation’s Code of Business Conduct.

The Corporate Governance and Nomination Committee currently consists of three directors, namely Jerry S. Grafstein (Chair), Laurent Mareschal, and Robert Martellacci.

Compensation

The Board reviews the compensation of the directors and executive officers of the Corporation, including the CEO. The Compensation Committee is responsible for assisting the Board in setting director and executive compensation, and for developing and submitting to the Board recommendations with respect to other employee benefits.

For more information about the Corporation’s compensation practices and procedures, including the Compensation Committee’s powers and responsibilities, please refer to “ Statement of Executive Compensation – Oversight and Description of Director and Named Executive Officer Compensation ” in the Circular.

Other Board Committees

Except as disclosed herein, the Board has no other committees other than the Audit Committee, Compensation Committee and the Corporate Governance and Nomination Committee.

Assessments

The Board will consider the Board, committee, and individual director performance from time to time, as required.

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SCHEDULE “B” AUDIT COMMITTEE DISCLOSURE

The Audit Committee’s Charter

The full text of the charter of the Audit Committee (the “ Audit Committee Charter ”) is attached as Appendix “1” to this Schedule “B”.

Composition of the Audit Committee

The Audit Committee members are currently Laurent Mareschal (Chair), Jerry Grafstein, and Michael P. Kraft. Messrs. Mareschal and Grafstein are not executive officers, employees, or control persons of the Corporation or any of its affiliates, and each of them is considered independent within the meaning of NI 52-110. Mr. Kraft is not considered independent within the meaning of NI 52-110 because he is an “executive officer” of the Corporation, and is thereby considered to have material relationship with the Corporation.

Each member of the Audit Committee is considered to be “financially literate” within the meaning of NI 52-110, which includes 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 Corporation’s financial statements.

Relevant Education and Experience

For more information about the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with (a) an understanding of the accounting principles used by the Corporation to prepare its financial statements, (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves, (c) experience preparing, auditing, analyzing or evaluating financial statements, and (d) an understanding of internal controls and procedures for financial reporting, please see the biographical notes on the directors set out at “ Matters to be Acted Upon at the Meeting – Election of Directors ” in the Circular.

Audit Committee Oversight

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

Pre-Approval Policies and Procedures

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Board, and where applicable by the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the Corporation’s external auditor in each of the last two financial years:

Nature of Services Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total	Fees paid to external auditor during financialyear ended December 31, 2019 $71,235 $11,978 8,912 nil $92,125	Fees paid to external auditor during financialyear ended December 31, 2020
		$73,651 $13,157 $4,000 nil $90,808

Notes:

(1) Includes fees billed for professional services rendered by the auditor for the audit of the Corporation’s annual financial statements, and any reviews of the Corporation’s unaudited interim financial statements.

(2) Includes fees billed for professional services rendered by the auditor consisting of employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews, review of subsidiary financials, and audit or attestation services not required by legislation or regulation.

• (3) Includes 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) No other fees were billed by the auditor of the Corporation other than those listed in the other columns.

Exemption

The Corporation is relying on the exemption provided by section 6.1 of NI 52-110 which provides that the Corporation, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

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EXHIBIT “1” TO SCHEDULE “B” AUDIT COMMITTEE CHARTER

LINGO MEDIA CORPORATION AUDIT COMMITTEE CHARTER

Name

There shall be a committee of the Board of Directors (the “ Board ”) of Lingo Media Corporation (the “ Corporation ”) known as the Audit Committee (the “ Committee ”).

General Purpose

The Committee has been established to assist the Board in fulfilling its oversight responsibilities with respect to the following areas: the Corporation’s external audit function; internal control and management information systems; the Corporation’s accounting and financial reporting requirements; the Corporation’s compliance with law and regulatory requirements; the Corporation’s risks and risk management policies and such other functions as are delegated to it by the Board. Specifically, with respect to the Corporation’s external audit function, the Committee assists the Board in fulfilling its oversight responsibilities relating to: the quality and integrity of the Corporation’s financial statements; the independent auditors’ qualifications; and the performance of the Corporation’s independent auditors.

The Committee is intended to facilitate and provide a means of open communication between management, the external auditors and the Board.

Composition and Qualifications

The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three (3) members who are appointed by the Board. The composition of the Committee shall meet all applicable independence, financial literacy and other legal and regulatory requirements. More specifically, all members of the Committee shall be “financially literate” and a majority shall be “independent”, as such terms are defined by the applicable securities law[1] .

The Board shall designate the Chairman of the Committee, who shall have responsibility for overseeing that the Committee fulfills its mandate and duties effectively.

Each member of the Committee shall continue to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director. The Board may fill a vacancy which occurs in the Committee at any time.

Meetings

The Chairman of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings provided that the Committee will meet at least four (4) times in each fiscal year and at least once in every fiscal quarter. The Committee shall have the authority to convene additional meetings as circumstances require. A schedule for each of the meetings will be disseminated to the Committee members prior to the start of each fiscal year. A detailed agenda for each meeting will be disseminated to the Committee members as far in advance of each meeting as is practicable.

The Committee shall meet separately, periodically, with management, counsel and the external auditors. The Committee shall meet separately with the external auditors at every meeting of the Committee at which external auditors are present.

1National Instrument 52-110, Sections 1.4 and 1.6

Responsibilities

The Committee is mandated to carry out the following responsibilities:

A. External Auditors

1. Subject to applicable law, the Committee shall be responsible for the appointment, compensation, oversight and termination of the external auditor. The external auditor shall report directly to the Committee and shall be accountable to the Board and the Committee as representatives of the shareholders.

2. The Committee shall pre-approve all non-audit mandates for services the external auditor shall undertake.

3. The Committee shall satisfy itself, on behalf of the Board, that the external auditor is independent of management. In assessing such independence, the Committee shall discuss with the external auditors, and may require a letter from the external auditor outlining, any relationships between the external auditors and the Corporation or its affiliates.

4. The Committee shall review the audit plan of the external auditors, the integration of the external audit with the internal control program, and the results of the audit, which shall include reviewing the external auditor’s letter to management and management’s response thereto and other material written communications between management and the external auditors.

5. The Committee shall satisfy itself, annually or more frequently as the Committee considers appropriate, as to the external auditors’ internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the external auditor, or by any public enquiry, review, or investigation by governmental, professional or other regulatory authorities.

6. The Committee shall periodically review and discuss with management and the external auditors the quality and acceptability of the Corporation’s accounting policies and practices, the materiality levels which the external auditors propose to employ, any significant changes in the accounting policies and any proposed changes in accounting or financial reporting that may have a significant impact on the Corporation.

7. The Committee shall discuss with management and the external auditors all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management by the external auditors, the ramifications of these alternative treatments and the treatment preferred by the external auditors.

B. Financial Information

1. The Committee shall discuss with management and the external auditors whether the audited annual financial statements present fairly (in accordance with Canadian generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the annual audited financial statements of the Corporation.

2. The Committee shall discuss with management and the external auditors whether the unaudited quarterly financial statements present fairly (in accordance with generally accepted accounting principles) in all material respects the financial condition, results of operations and cash flows of the Corporation as of and for the periods presented and, where appropriate, recommend for approval to the Board, the unaudited quarterly financial statements of the Corporation.

3. The Committee shall review the Annual Report to Shareholders and other financial information (including the annual and quarterly Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Annual Information Form and any prospectus or offering circular) prepared by the

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Corporation with management and, where appropriate, recommend for approval to the Board and recommend for filing with regulatory bodies.

1. The Committee shall review any news releases and reports to be issued by the Corporation containing earnings guidance or financial information for research, analysts and rating agencies. The Committee shall also review the Corporation’s policies relating to financial disclosure and the release of earnings guidance and the Corporation’s compliance with financial disclosure rules and regulations.

The Committee shall discuss with management and the external auditors important trends and developments in financial reporting practices and requirements and their effect on the Corporation’s financial statements.

C. Internal Control

1. The Committee shall oversee the adequacy and effectiveness of the Corporation’s internal control systems, through discussions with the Corporation’s external auditors and management and shall report to the Board on an annual basis.

2. The Committee shall review annually the Corporation’s Whistleblower Policy and its effectiveness and enforcement.

D. Risk Management

1. The Committee shall review with management the principal risks facing the Corporation, and the policies, processes and procedures for management’s monitoring and managing of such risks or exposures. If necessary, the Committee will mandate, monitor and evaluate the steps management has taken to monitor and manage such exposures, including insuring against such risks, where appropriate.

E. Compliance with Legal and Regulatory Requirements

1. The Committee shall review with management, and any internal or external counsel as the Committee considers appropriate, any legal matters (including the status of pending litigation) that may have a material impact on the Corporation and any material reports or inquiries from regulatory or governmental agencies.

2. The Committee shall review with counsel the adequacy and effectiveness of the Corporation’s procedures to ensure compliance with the legal and regulatory responsibilities.

F. Other

1. The Committee shall also perform such other activities related to this Charter as requested by the Board.

2. The Committee shall review and assess the adequacy of this Charter annually and shall submit any proposed changes to the Board for approval.

3. The Committee may delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.

Reporting

The Committee shall report its deliberations and discussions regularly to the Board and shall submit to the Board the minutes of its meetings.

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Resources

The Committee shall have the authority, in its sole discretion, to retain independent legal, accounting and other consultants to advise the Committee at the expense of the Corporation. The Committee shall be provided with the necessary funding to compensate the external auditors and any other advisors they engage.

The Committee may request any officer or employee of the Corporation or the Corporation’s external counsel or external auditors to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee. The Committee shall have full access to all of the Corporation’s books, records, facilities and personnel.

Complaints Procedure

Any director, officer or employee who has any concern or complaints regarding accounting, internal control or auditing matters or any potential violations of law or regulatory provisions may, in accordance with the Corporation’s Whistleblower Policy, make an anonymous submission to any member of the Committee. The Committee shall establish procedures for the review and resolution of such complaints.

Limitation on the Oversight Role of the Committee

Nothing in this Charter is intended, or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject. Each member of the Committee shall be entitled, to the fullest extent permitted by law, to rely on the integrity of those persons and organizations within and outside the Corporation from whom he or she receives financial and other information, and the accuracy of the information provided to the Corporation by such persons or organizations.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles in Canada and applicable rules and regulations. These are the responsibility of management and the external auditors.

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