Everyday People Financial Corp. — Proxy Solicitation & Information Statement 2021

Apr 20, 2021

JUSTIFY CAPITAL CORP.

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

WITH RESPECT TO

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF JUSTIFY CAPITAL CORP.

TO BE HELD ON MONDAY, MAY 17, 2021

DATED April 12, 2021

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

JUSTIFY CAPITAL CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, MAY 17, 2021

NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Shares ”) of Justify Capital Corp. (“ Justify ” or the “ Company ”) will be held at the Suite 1703, 595 Burrard Street, Vancouver, British Columbia V7X 1J1, at 9:30 a.m. (Vancouver time) and by teleconference as set out below, on Monday, May 17, 2021, for the following purposes:

1. to consider and, if deemed advisable, to approve, with or without variation, a special resolution of the Shareholders, the full texts of which are set forth in the Information Circular, approving the amendments to the articles of the Company (the “ Articles ”).

2. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders, the full texts of which are set forth in the Information Circular, approving the following matters of business required to give effect to certain amendments to the TSX Venture Exchange’s Policy 2.4 – Capital Pool Companies (the “ New CPC Policy ”): authorizing the Company to approve certain amendments to its stock option plan (the “ Option Plan ”) pursuant to which the total number of common shares of the Company reserved for issuance both before and after completion of a Qualifying Transaction is 10% of the issued and outstanding common shares of the Company as at the date of grant, rather than at the closing date of the initial public offering;

3. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders, the full texts of which are set forth in the Information Circular, approving the following matters of business required to give effect to certain amendments to New CPC Policy: the approving the removal of the consequences associated with the Company not completing a Qualifying Transaction (as that term is defined the New CPC Policy) within 24 months of its listing date in accordance with the New CPC Policy;

4. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders, the full texts of which are set forth in the Information Circular, approving the following matters of business required to give effect to certain amendments to New CPC Policy: authorizing the Company to make certain amendments to the Company’s escrow agreement to effect certain changes contemplated under the New CPC Policy;

5. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution of disinterested shareholders, the full texts of which are set forth in the Information Circular, approving the following matters of business required to give effect to certain amendments to New CPC Policy: authorizing and permitting the Company to pay any finders’ fee or commission to a Non-Arm’s Length Party (as that term is defined in the New CPC Policy) to the Company upon completion of the Qualifying Transaction, in accordance with the terms of the New CPC Policy.

6. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular of the Company accompanying this Notice of Special Meeting.

Conduct of the Meeting due to COVID 19

Due to the ongoing concerns about the Coronavirus (“ COVID-19 ”), the Company encourages Shareholders not to attend the Meeting in person but via teleconference using the following dial-in numbers :

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DIAL –IN NUMBERS	CONFERENCE ID CODE
1.866.895.5510(Toll Free North America) 1.858.384.5500(Outside of US and Canada)	2815808# 2815808#

Since the COVID-19 pandemic is evolving, the Company will continue to monitor and review provincial and federal governmental guidance and may implement measures to reduce the risk of spreading the virus at the Meeting. The Company will provide updates in respect of the Meeting by way of news release available from SEDAR at www.sedar.com, where copies of such news releases, if any, will be posted under the Company’s profile.

A Shareholder may attend the Meeting in person or may be represented by proxy. 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 for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the Internet ( www.voteproxyonline.com ) to vote their Common Shares.

If you are an unregistered shareholder of the Company and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chairman of the Meeting in his sole discretion and the Chairman is under no obligation to accept or reject any particular late form of proxy.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is April 12, 2021 (the “ Record Date ”). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

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DATED this April 12, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF JUSTIFY CAPITAL CORP.

(signed) “Richard Graham” Richard Graham Chief Executive Officer Justify Capital Corp.

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JUSTIFY CAPITAL CORP.

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, MAY 17, 2021

MANAGEMENT INFORMATION CIRCULAR

GENERAL

This management information circular (the “ Information Circular ”) is furnished to holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Justify Capital Corp. (the “ Company ”) in connection with the solicitation of proxies and voting instruction forms by the management of the Company for use at the special meeting (the “ Meeting ”) of Shareholders to be held at Suite 1703, 595 Burrard Street, Vancouver, British Columbia V7X 1J1, on Monday, May 17, 2021, at 9:30 a.m. (Vancouver time), and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting (the “ Notice of Meeting ”).

The information contained herein is given as of April 12, 2021, except where otherwise indicated. Enclosed herewith is a form of proxy or voting instruction form for use at the Meeting. Each Shareholder entitled to attend at meetings of Shareholders is encouraged to participate telephonically in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Conduct of the Meeting due to COVID 19

Due to the ongoing concerns about the Coronavirus (“ COVID-19 ”), the Company encourages Shareholders not to attend the Meeting in person but via teleconference using the following dial-in numbers:

DIAL –IN NUMBERS	CONFERENCE ID CODE
1.866.895.5510(Toll Free North America) 1.858.384.5500(Outside of US and Canada)	2815808# 2815808#

Shareholders should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Information Circular.

If you hold Common Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (collectively, an “ Intermediary ”), you should contact your Intermediary for instructions and assistance in voting the Common Shares that you beneficially own.

Persons Making the Solicitation

This solicitation is made on behalf of the management of the Company. The costs incurred in the preparation of both the form of proxy and this Information Circular will be borne by the Company. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Company who will not be directly compensated therefor.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Notice of Meeting, this Information Circular and the form of proxy have been sent by the Company to its registered Shareholders (Shareholders holding a paper share certificate or Direct Registration Statement registered in their name) and the Company has also sent such proxy-related materials

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directly to those unregistered (beneficial) Shareholders that have consented to the release of their addresses to the Company (“ NOBOs ”).

The Company does not intend to pay for intermediaries such as stockbrokers, securities dealers, banks, trust companies, clearing agencies, trustees and their agents and nominees (“ Intermediaries ”) to deliver proxyrelated materials or Form 54-101F7 – Request for Voting Instructions Made by Intermediary to the beneficial Shareholders that have refused to release their addresses to the Company (“ OBOs ”) and as such, OBOs will not receive such materials unless their Intermediary assumes the costs thereof.

The OBOs and NOBOs are herein collectively referred to as the “ Non-Registered Shareholders ”. See also “ Proxy Related Information – Advice to Non-Registered Shareholders ” in this Information Circular.

The Company will not be providing the Notice of Meeting, the Information Circular or the form of proxy to registered Shareholders or Non-Registered Shareholders through the use of notice-and-access, as such term is defined in NI 54-101.

PROXY RELATED INFORMATION

Appointment and Revocation of Proxies

Those Shareholders desiring to be represented at the Meeting by proxy must deposit their respective forms of proxy with Computershare Trust Company (“ Computershare ”), Attention: Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof. A proxy must be executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment or postponement of the Meeting.

Registered Shareholders may also use the Internet (www.voteproxyonline.com) to vote their Common Shares. Shareholders will be prompted to enter the control number which is located on the form of proxy when voting by the internet. Votes by the internet must be received not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the time of the Meeting or any adjournment or postponement thereof. The Internet may also be used to appoint a proxyholder to attend and vote at the Meeting on the Shareholder’s behalf and to convey a Shareholder’s voting instructions.

The Company will refuse to recognize any instrument of proxy deposited in writing or by the Internet received later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof.

The persons named in the enclosed form of proxy are officers and directors of the Company. Each Shareholder submitting a proxy has the right to appoint a person, who need not be a Shareholder, to represent them at the Meeting other than the persons designated in the form of proxy furnished by the Company. A Shareholder may exercise this right by inserting the name of the desired representative in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, depositing the proxy with Computershare, at the place and within the time specified above for the deposit of proxies.

A Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing (or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized), deposited at Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting or any adjournment or postponement thereof or with the Chairman of the

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Meeting on the day of the Meeting or any adjournment or postponement thereof, and upon either of such deposits, the proxy is revoked.

Exercise of Discretion

All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting in accordance with the instructions of the Shareholder where voting is by way of a show of hands or by ballot and, if the Shareholder specifies a choice with respect to any matter to be voted upon, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such instructions, the persons whose names appear on the enclosed form of proxy will vote in favour of the matters set forth in the Notice of Meeting and in this Information Circular.

The enclosed form of proxy confers discretionary authority on the persons named therein with respect to any amendments or variations of those matters specified in the form of proxy and Notice of Meeting and with respect to any other matters which may be properly brought before the Meeting or any adjournment or postponement thereof. If any such amendment, variation or other matter should come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxies in accordance with their best judgment, unless the Shareholder has specified to the contrary or that Common Shares are to be withheld from voting. At the time of printing this Information Circular, management of the Company knows of no such amendment, variation or other matter.

Advice to Non-Registered Shareholders

The information in this section is of significant importance to Non-Registered Shareholders, as most Shareholders do not hold their Common Shares in their own name. Non-Registered Shareholders are advised that only proxies from Shareholders of record can be recognized and voted upon at the Meeting. 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 name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common 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).

Voting by Non-Registered Shareholders

Common Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, brokers and their nominees are prohibited from voting Common Shares for their clients. The directors and officers of the Company do not know for whose benefit the Common Shares registered in the name of CDS & Co. are held, and directors and officers of the Company do not necessarily know for whose benefit the Common Shares registered in the name of any Intermediary are held.

Applicable regulatory policy requires brokers and other Intermediaries to seek voting instructions from NonRegistered Shareholders in advance of Shareholders’ meetings. Every broker and other Intermediary has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The form of proxy supplied by brokers and other Intermediaries to Non-Registered Shareholders may be very similar and in some cases identical to that provided to registered Shareholders. However, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Shareholder.

In Canada, the vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Non-Registered

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Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other Intermediary, please contact that broker or other Intermediary for assistance.

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

Non-Registered Shareholders should contact their broker or other Intermediary through which they hold Common Shares if they have any questions regarding the voting of such Common Shares.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Rights

The authorized share capital of the Company consists of an unlimited number of voting Common Shares and an unlimited number of non-voting preferred shares (“ Preferred Shares ”) without nominal or par value and issuable in series. As at the date of this Information Circular, there are 3,360,000 Common Shares currently issued and outstanding and no Preferred Shares issued and outstanding. Shareholders of the Record Date are entitled to receive notice of and attend and vote at the Meeting.

Each Shareholder will be entitled to one vote at the Meeting for each Common Share held by them on the Record Date.

Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof is April 12, 2021 (the “ Record Date ”).

The Company will prepare or cause to be prepared a list of the Shareholders recorded as holders of Common Shares on its register of Shareholders as of the close of business on the Record Date, each of whom shall be entitled to vote the Common Shares shown opposite their name on the list at the Meeting or any adjournment or postponement thereof.

In addition, persons who are Non-Registered Shareholders as of the Record Date will be entitled to exercise their voting rights in accordance with the procedures established under NI 54-101. See “ Proxy Related Information – Advice to Non-Registered Shareholders ”.

Principal Holders of Common Shares

To the best of the knowledge of the directors and executive officers of the Company, no person or company, other than those listed below, beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting rights attached to all the issued and outstanding Common Shares as at the date of this Information Circular.

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Name of Shareholder Ionic Securities Ltd.(2) Brian E. Bayley(2)	Number and Percentage of Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly(1)
	1,350,000 Common Shares (40.18 %)(3) 360,000 Common Shares (10.71 %)(4)

Note:

(1) Percentage of Common Shares beneficially owned is calculated based on an aggregate of 3,360,000 Common Shares issued and outstanding as of the Record Date.

• (2) Ionic Securities Ltd. is a private company wholly owned by A. Murray Sinclair and Brian E. Bayley.

(3) On a fully diluted basis, assuming the exercise of the Agent’s Warrants and the Directors’ and Officers’ Options, Ionic Securities Ltd. will be the registered holder of 1,350,000 Common Shares (35.90%).

(4) On a fully diluted basis, assuming the exercise of the Agent’s Warrants and the Directors’ and Officers’ Options, Brian E. Bayley will be the registered holder of 435,000 Common Shares (11.57%).

Quorum

Under the articles of the Company (the “ Articles ”), a quorum of Shareholders is present at a meeting if at least two (2) individuals are present in person, each of whom is entitled to vote at a meeting, and who hold or represent by proxy in the aggregate not less than twenty (20) percent of the total number of shares entitled to be voted at the meeting. If any share entitled to be voted at a meeting of Shareholders is held by two (2) or more persons jointly, the persons or those of them who attend the meeting of Shareholders constitute only one (1) Shareholder for the purpose of determining whether a quorum of Shareholders is present.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.

Certain directors and officers of the Company hold Options (as defined herein). At the Meeting, Shareholders will be asked to approve and adopt an ordinary resolution relating to the approval of the Option Plan (as defined herein). See “ Matters to be Considered at the Meeting – Approval of the Stock Option Plan ”.

In addition, certain directors and officers of the Company hold Seed Shares (as such term is defined in the TSX Venture Exchange Polices). At the Meeting, disinterested shareholders will be asked to approve and adopt (i) an ordinary resolution relating to the removal of the consequences of failing to complete a Qualifying Transaction (as such term is defined in the TSX Venture Exchange Polices) within 24 months of listing, which consequences includes the cancellation of certain of the Seed Shares; (ii) an ordinary resolution relating to the amendment of the escrow terms applicable to the Seed Shares, so that such Seed Shares are released from escrow on an accelerated schedule, both of which will benefit the holders of Seed Shares; and (iii) an ordinary resolution relating to the permitting to the Company to pay a finders’ fee to a Non-Arm’s Length Party in connection with a Qualifying Transaction. See “ Matters to be Considered at the Meeting - Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Listing Date and Associated Consequences ” and “ Matters to be Considered at the Meeting - Amendments to the Escrow Agreement ”.

MATTERS TO BE CONSIDERED AT THE MEETING

To the knowledge of the board of directors of the Company (the “ Board ”), the only matters to be brought before the Meeting are those matters set forth in the Notice of Meeting.

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A. SPECIAL BUSINESS

1. Amendments to the Articles of the Company

At the Meeting, the Shareholders will be asked to consider, and if deemed appropriate, to pass a special resolution of the Shareholders in the form set out below (the “ Amended Articles Resolution ”), approving certain amendments to the Company’s articles (the “ Articles ”) to reduce the quorum requirements for a general meeting to 10% of the issued shares of the Company carrying the right to vote at that meeting. The amendments to the section 8.2 of the Articles are set out in the blacklined extract of section 8.2 of the Articles attached as Schedule B to this Information Circular (the “ Amended Articles ”).

The Board recommends the approval of the Amended Articles Resolution. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the Amended Option Plan Resolution.

The text of the Amended Articles Resolution to be submitted to the Shareholders at the Meeting is set forth below:

“ BE IT HEREBY RESOLVED as a special resolution that :

1. the Articles of the Company be amended by deleting Article 8.2 (Quorum) in its entirety and replaced with the following:

8.2 Quorum

Subject to this Part 8, a quorum for a general meeting is not less than two individuals who are shareholders, proxy holders representing shareholders or duly authorized representatives of corporate shareholders personally present and representing shares aggregating not less than 10% of the issued shares of the Company carrying the right to vote at that meeting. In the event there is only one shareholder, the quorum is one person personally present and being, or representing by proxy, that shareholder, or in the case of a corporate shareholder, a duly authorized representative of that shareholder.

1. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

2. Amendments to the Option Plan

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders in the form set out below (the “ Amended Option Plan Resolution ”), approving certain amendments to the Company’s stock option plan (the “ Option Plan ”) to update it in accordance with the updates to Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) in the Corporate Finance Manual of the TSX Venture Exchange ( the “TSXV” or the “Exchange” ) which became effective January 1, 2021 (the “ New CPC Policy ”).

The principal amendment that the Company wishes to make to the Option Plan is to change it to a “10% rolling” plan, in accordance with the New CPC Policy, such that the total number of Shares that may be reserved for

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issuance pursuant to options under the Option Plan may not exceed 10% of the Shares issued and outstanding at the date of grant.

The Company’s current Option Plan, provides that the total number of Shares reserved for issuance pursuant to options under the Option Plan shall not exceed 10% of the Shares outstanding as at the closing of the Company’s initial public offering on October 15, 2020 (“ IPO ”). At the closing of the IPO, 3,360,000 common shares in the Company were issued and outstanding, meaning that under the current Option Plan, a maximum of 336,000 common shares can be reserved for issuance pursuant to options under the Option Plan.

As of the date hereof, there are 36,000 shares of the Company available for future grants as options under the Option Plan. In keeping with the purpose of the Option Plan, the Company believes that options are a valuable mechanism that assist in compensating, attracting, retaining and motivating persons such as directors, officers, employees and consultants of the Company and its affiliates and closely aligns the personal interests of such persons to that of the Shareholders by providing such persons the opportunity, through options, to acquire an increased proprietary interest in the development and financial success of the Company. As a result of the low number of options remaining that are available for future grants under the Option Plan, the Company wishes to amend the Option Plan so that the total number of Shares that may be reserved for issuance pursuant to options under the Option Plan may not exceed 10% of the Shares issued and outstanding at the date of grant.

The Company also wishes to amend the Option Plan in accordance with the New CPC Policy such that prior to the completion of its Qualifying Transaction (as defined in the New CPC Policy): (i) the minimum exercise price for options granted before the IPO is the lowest price at which any Shares were issued by the Company prior to the IPO; (ii) the number of Shares reserved for issuance as options under the Option Plan to any individual director or senior officer may not exceed 5% of the Shares outstanding as at the date of grant, rather than at the closing of the IPO; (iii) the number of Shares reserved for issuance as options under the Option Plan to any consultant of the Company may not exceed 2% of the Shares outstanding as at the date of grant, rather than at the closing of the IPO; and (iv) no options granted pursuant to the Option Plan may be granted unless the optionee first enters into a CPC Escrow Agreement (as defined in the New CPC Policy) agreeing to deposit the options, and the Shares acquired pursuant of the exercise of such options, into escrow as described in the New CPC Policy. The amendments to the Option Plan are set out in the blacklined version of the Option Plan attached as Schedule “A” to this Information Circular (the “ Amended Option Plan ”).

The Amended Option Plan Resolution requires the affirmative vote of not less than a majority of the votes cast by disinterested shareholders who vote in respect thereof, in person or by proxy, at the Meeting (“ Disinterested Approval ”). In accordance with the New CPC Policy, the votes attached to the listed shares of the Company held by shareholders who are Insiders to whom options may be granted under the Option Plan and their associates and affiliates (“ Interested Shareholders ”) are excluded from the calculation of any such approval in connection with the adoption of the Amended Option Plan. The Company currently has 2,010,000 shares issued and outstanding held by Interested Shareholders, and therefore, these 2,010,000 shares will be excluded from the calculation of this approval.

If Disinterested Approval is obtained at the Meeting, the Amended Option Plan will replace the current Option Plan and the Amended Option Plan will be filed on SEDAR.

The Board recommends the adoption of the Amended Option Plan Resolution and has approved the amendments to the Plan, subject to Disinterested Approval and Exchange approval. The Exchange has conditionally approved the adoption of Amended Option Plan, subject to Disinterested Approval. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the Amended Option Plan Resolution .

The text of the Amended Option Plan resolution to be submitted to the disinterested shareholders at the Meeting is set forth below:

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“BE IT HEREBY RESOLVED :

1. subject to the approval of the Exchange, the adoption of the Company’s Amended Option Plan as described in this Information Circular, with such amendments as are set out in the blacklined version of the Option Plan attached as Schedule A to this Information Circular, is hereby authorized, ratified, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

3. Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Listing Date and Associated Consequences

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders in the form set out below (the “ 24 Months Resolution ”), removing the applicability of section 14.13 of Policy 2.4 to reflect the New CPC Policy, thereby removing the requirement of the Company to complete a “Qualifying Transaction” within 24 months of its date of listing on the Exchange (the “ Listing Date ”), and removing the associated consequences of not completing such requirement.

Under Policy 2.4, if the Company fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having its Shares delisted or suspended from the Exchange, or (ii) subject to the approval of the majority of shareholders, transferring the Shares to list on the NEX and cancelling certain Shares issued to the Company’s founders.

The New CPC Policy eliminates the requirement for a Capital Pool Company, such as the Company, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Company believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, will put the Company in a better position to complete a Qualifying Transaction that will be beneficial to the Shareholders and the Company, by allowing increased flexibility to complete such a transaction. Further, this change will allow the Company to better withstand any potential volatility in the capital markets which was clearly evident in 2020 with the COVID-19 pandemic.

The 24 Months Resolution requires Disinterested Approval. In accordance with the New CPC Policy, requires the votes attached to the listed shares of the CPC held by non-arm’s length parties to the CPC who own seed shares and their associates and affiliates (“ Interested Shareholders ”) are excluded from the calculation of any such approval in connection with removal of the potential consequences for failing to complete a Qualifying Transaction within twenty-four (24) months after the date of listing. The Company currently has 2,010,000 shares issued and outstanding held by Interested Shareholders, and therefore, these 2,010,000 shares will be excluded from the calculation of this approval.

The Board recommends the adoption of the 24 Months Resolution and has approved the 24 Month Resolution, subject to Disinterested Approval and Exchange approval. The Exchange has conditionally approved the 24 Months Resolution, subject to Disinterested Approval. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the 24 Months Resolution.

The text of the 24 Months Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

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“ BE IT HEREBY RESOLVED :

1. subject to the approval of the Exchange, the removal of the potential consequences of the Company failing to complete a Qualifying Transaction within 24 months after the date of listing of the Shares of the Company on the Exchange in accordance with the updates to Policy 2.4 which became effective January 1, 2021, is hereby authorized, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

4. Amendments to the Escrow Agreement

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders in the form set out below (the “ Amended Escrow Agreement Resolution ”), allowing the Company to make certain amendments to the Company’s escrow agreement dated September 9, 2020 (the “ Escrow Agreement ”) to reflect the New CPC Policy.

The Escrow Agreement was initially entered into under Policy 2.4 and in the form of escrow agreement published by the Exchange as at June 14, 2010. The Escrow Agreement imposes restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Company’s IPO. For the Company, such securities are subject to restrictions on transfer until the competition of a Qualifying Transaction, after which such securities begin to be released over a 36 month period. Under the New CPC Policy and the new CPC Form of Escrow Agreement effective as at January 1, 2021, the Company’s escrowed securities will be subject to only an 18 month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues its Final QT Exchange Bulletin (as such term is defined in the New CPC Policy), and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.

In addition, the Company wishes to amend the Escrow Agreement as follows to also reflect that all options granted prior to the date the Exchange issues its Final QT Exchange Bulletin and all Shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on such date, other than options that were granted prior to the Company’s IPO with an exercise price less than the issue price of the Shares issued in the IPO and any Shares that were issued pursuant to the exercise of such options, which shall be released from escrow in accordance with the schedule set out above.

The Amended Escrow Agreement Resolution requires Disinterested Approval. In accordance with the New CPC Policy, the votes attached to the listed shares of the Company held by shareholders who are parties to the Company Escrow Agreement and their associates and affiliates (“ Interested Shareholders ”) are excluded from the calculation of any such approval in connection with amending the Company Escrow Agreement. The Company currently has 2,010,000 shares issued and outstanding held by Interested Shareholders, and therefore, these 2,010,000 shares will be excluded from the calculation of this approval.

If the Amended Escrow Agreement Resolution receives Disinterested Approval, the Company will work with the escrow agent to finalize the amendments and a new Escrow Agreement will replace the current Escrow Agreement, and this new Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

The Board recommends the adoption of the Amended Escrow Agreement Resolution and has approved the Amended Escrow Agreement Resolution, subject to Disinterested Approval and Exchange approval. The Exchange has conditionally approved the Amended Escrow Agreement Resolution, subject to Disinterested

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Approval. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the Amended Escrow Agreement Resolution.

The text of the Amended Escrow Agreement Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

“ BE IT HEREBY RESOLVED :

1. subject to the approval of the Exchange the Company is authorized and approved to amend the Escrow Agreement to make the changes as are deemed necessary for the Escrow Agreement to reflect the New CPC Policy, including the changes to the escrow release schedule contained in the New CPC Policy; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

5. Permission to Pay Finder’s Fee or Commission to a Non-Arm’s Length Party

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders in the form set out below (the “ Non-Arm’s Length Party Resolution ”), permitting the Company to pay a finder’s fee or a commission to a Non-Arm’s Length Party (as that term is defined in the New CPC Policy) to the Company upon Completion of the Qualifying Transaction (as that term is defined in the New CPC Policy).

The Non-Arm’s Length Party Resolution requires Disinterested Approval. In accordance with the New CPC Policy, the votes attached to the listed shares of the Company held by all non-arm’s length parties to the CPC and their associates and affiliates (“ Interested Shareholders ”) are excluded from the calculation of any approval in connection with a Finder’s Fee Payment. The Company currently has 2,010,000 shares issued and outstanding held by Interested Shareholders, and therefore, these 2,010,000 shares will be excluded from the calculation of this approval;

The Board recommends the adoption of the Non-Arm’s Length Party Resolution and has approved the NonArm’s Length Party Resolution, subject to Disinterested Approval and Exchange approval. The Exchange has conditionally approved the Non-Arm’s Length Party Resolution, subject to Disinterested Approval. Unless otherwise directed, the Management Designees, if named as proxyholders, intend to vote proxies IN FAVOUR of the Non-Arm’s Length Party Resolution.

The text of the Non-Arm’s Length Party Resolution to be submitted to disinterested shareholders at the Meeting is set forth below:

“ BE IT HEREBY RESOLVED :

1. subject to the approval of the Exchange, payment of a finder’s fee or commission to a NonArm’s Length Party to the Company upon Completion of the Qualifying Transaction (as that term is defined in the New CPC Policy) in accordance with the New CPC Policy is hereby authorized, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments,

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as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

6. Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the Management Designees, if named as proxyholders, to vote the same in accordance with their best judgment in such matters.

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SCHEDULE A

STOCK OPTION PLAN OF JUSTIFY CAPITAL CORP.

A-1

STOCK OPTION PLAN OF JUSTIFY CAPITAL CORP.

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of Justify Capital Corp. , a corporation incorporated under the Business Corporations Act (British Columbia) (the “ Corporation ”) is to advance the interests of the Corporation by encouraging the directors, senior officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

This Plan shall be administered by the board of directors of the Corporation or by a special committee of the directors appointed from time to time by the board of directors of the Corporation pursuant to rules of procedure fixed by the board of directors (such committee or, if no such committee is appointed, the board of directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

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

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

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or exchanges on which the Shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”).

In particular, during the time that the Corporation is a Capital Pool Company (as defined in Policy 2.4 of the Exchange), this Plan is subject to Section ~~76~~ of Policy 2.4 of the Exchange as it relates to the issuance of options.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 17 hereof, the Shares offered under this Plan shall consist of the Corporation’s authorized but unissued common shares. Subject to Section 10 hereof, the aggregate number of Shares issuable upon the exercise of all options granted under this Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted

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hereunder expires or terminates for any reason in accordance with the terms of this Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

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

6. Eligibility and Participation

Directors, senior officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company that provides management services to the Corporation or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in this Plan (such persons hereinafter collectively referred to as “ Participants ”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by this Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation and that Participant that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

• (a) The exercise price of the Shares subject to each option is determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be less than the Discounted Market Price (as defined in Policy 1.1 of Exchange).

• (b) Once the exercise price has been determined by the Board, accepted by the Exchange and the option is granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation’s shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

• (a) The number of Shares subject to an option granted to any one Participant is determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

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• (b) The aggregate number of options granted to any single Participant in a twelve-month period must not exceed 5% of the issued common shares of the Corporation unless the Corporation has obtained disinterested shareholder approval in respect of such grant and the grant meets all other applicable Exchange requirements.

• (c) The aggregate number of options granted to any single consultant of the Corporation in a twelve-month period must not exceed 2% of the issued common shares of the Corporation.

• (d) The aggregate number of options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued common shares of the Corporation in any twelve month period. Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than ¼ of the options vesting in any 3 month period.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and subject to earlier termination as provided in Sections 13 and 14, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the TSX Venture Exchange, the maximum term may not exceed ten (10) years.

10. Corporation as a Capital Pool Company

Pursuant to Policy 2.4 of the Exchange, as may be amended from time to time, during the time that the Corporation is a Capital Pool Company the following restrictions apply:

• (a) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the ~~closingd~~ ate of ~~the Corporation’s initial public offering (“~~ ~~IPO ”)~~ grant of any options;

• (b) the aggregate number of Shares issuable upon exercise of all options granted under this Plan to any director or officer of the Corporation shall not exceed 5% of the common shares of the Corporation issued and outstanding at the ~~closingd~~ ate of ~~the IPOg~~ rant of any options;

• (c) the aggregate number of Shares issuable upon the exercise of all options granted under this Plan to any technical consultant of the Corporation shall not exceed 2% of the common shares of the Corporation issued and outstanding at the ~~closingd~~ ate of ~~the IPOg~~ rant of any options;

• (d) the ~~exercise price of the options cannot be less than the greater of the IPO share price and the Discounted Market Price; a~~ ggregate number of Shares issuable upon the exercise of all options granted under this Plan to any Eligible Charitable Organizations shall not exceed 1% of the common shares of the Corporation issued and outstanding at the date of grant of any options;

• (e) the exercise price of the options granted prior to the closing of the initial public offering of the Corporation (the “ IPO ”) cannot be less than the lowest price at which any Shares were issued by the Corporation prior to the IPO;

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• (f) ~~(e) n~~ o options may be granted to a person providing investor relations activities, promotional or marketing services;

• (g) ~~(f) options granted tot~~ he term of any ~~person that does not continue as a director, officer, technical consultant or employee of the Resulting Issuer (as defined in Policy 2.4 of the Exchange), have a maximum term of theo~~ ption grant must expire not later ~~of~~ than twelve (12) months after the ~~Completion of the Qualifying Transaction (as such term is defined in Policy 2.4 of the Exchanged) and 90 days after the OptioneeP~~ articipant ceases to ~~becomeb~~ e a director, officer ~~,~~ or technical consultant of the Corporation while it is a Capital Pool Company, or ~~employee~~ of the Resulting Issuer (as defined in Policy 2.4 of the Exchange), as the case may be, subject to any earlier expiry date of such option; and

• (h) ~~(g) n~~ o options may be granted ~~pursuant to this Plan may be exercised prior to the Completion of the Qualifying Transaction unless the person exercising such options agrees in writingb~~ y the Corporation while it is a Capital Pool Company unless the Participant first enters into a CPC Escrow Agreement (as defined in Policy 2.4 of the Exchange) agreeing to deposit the ~~Shares~~ options, and the common shares of the Corporation acquired pursuant to the exercise of such option, into escrow ~~until the issuance of the Final Exchange Bulletin (as defineda~~ s described in Part 10 Policy 2.4 of the Exchang ~~e).~~

11. Option Period, Consideration and Payment

• (a) The option period is a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 13 and 14.

• (b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

• (c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan is approved by a resolution duly passed by the shareholders of the Corporation.

• (d) Except as set forth Sections 13 and 14, no option may be exercised unless the Participant is, at the time of such exercise, a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

• (e) The exercise of any option is contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under this Plan are issued to him or them under the terms of this Plan.

12. Exchange Hold Period

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In addition to any resale restrictions under securities laws and any other circumstance for which the Exchange Hold Period (as defined in Policy 1.1 of the Exchange) may apply, where the exercise price of any options granted pursuant to this Plan is at a discount to the Market Price (as defined in Policy 1.1 of the Exchange), all such options and any Listed Shares (as defined in Policy 1.1 of the Exchange) under such options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date such options were granted.

13. Ceasing To Be a Director, Officer, Consultant or Employee

• (a) Subject to subsection 13(b), if a Participant ceases to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within ~~90 dayst~~ welve (12) months after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant's services to the Corporation.

• (b) If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer upon completion of the Corporation's Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within ~~the later of t~~ welve (12) months after completion of the Qualifying Transactio ~~n and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer.~~

• (c) Nothing contained in this Plan, nor in any option granted pursuant to this Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

14. Death of Participant

Notwithstanding Section 13, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

• (a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant's will or the laws of descent and distribution; and

• (b) if and to the extent that such Participant was entitled to exercise the option at the date of his death.

15. Rights of Optionee

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

16. Proceeds from Sale of Shares

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

17. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section 17 shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share are required to be issued under this Plan on any such adjustment.

18. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of this Plan are neither transferable nor assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

19. Amendment and Termination of Plan

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the ~~Common~~ Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend this Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate this Plan. The Board may not, however, without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

20. Necessary Approvals

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

21. Effective Date of Plan

This Plan has been adopted by the Board, subject to the approval of the Exchange, and if so approved, subject to the discretion of the Board, this Plan becomes effective upon such approvals being obtained.

22. Interpretation

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This Plan is governed by and construed in accordance with the laws of the Province of British Columbia.

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SCHEDULE B

AMENDED SECTION 8.2 OF THE ARTICLES

B-2

8.2 Quorum. Subject to this Part 8, a quorum for a general meeting is not less than two individuals who are shareholders, proxy holders representing shareholders or duly authorized representatives of corporate shareholders personally present and representing shares aggregating not less tha ~~n either: (a) if and so long as the Company is a public company, 20%; or (b) at any other time,~~ 10% of the issued shares of the Company carrying the right to vote at that meeting. In the event there is only one shareholder, the quorum is one person personally present and being, or representing by proxy, that shareholder, or in the case of a corporate shareholder, a duly authorized representative of that shareholder.