FinCanna Capital Corp. — Proxy Solicitation & Information Statement 2020

Sep 12, 2020

FINCANNA CAPITAL CORP.

MANAGEMENT INFORMATION CIRCULAR FOR THE 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

September 1, 2020

GENERAL INFORMATION	1
BUSINESS OF THE MEETING	6
ELECTION OF DIRECTORS	7
Description of Proposed Director Nominees7
Cease Trade Orders9
Bankruptcies10
Securities Penalties or Sanctions10
APPOINTMENT OF INDEPENDENT AUDITORS	10
STOCK OPTION PLAN APPROVAL	10
APPROVAL OF ADVANCE NOTICE POLICY	12
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION	14
Overview14 Director and Named Executive Officer Compensation, excludingCompensation Securities16
Terms of Employment Agreements with our Named Executive Officers17
Stock Options and Other Compensation Securities17
Exercise of Compensation Securities by Directors and NEOs18
Director Compensation 18
Termination and Change of Control Benefits18
CORPORATE GOVERNANCE	19
Board of Directors19
Directorships19
Orientation and Continuing Education19
Ethical Business Conduct19 Nomination of Directors19
Compensation20
Assessments20
Committees of our Board 20
AUDIT COMMITTEE INFORMATION	20
Audit Committee Charter20
Composition of Audit Committee and Independence20
Relevant Education and Experience20
Audit Committee Oversight 20
Pre-Approval Policies and Procedures21
External Auditor Service Fees21 Exemption 21
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION	PLANS.21
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	22
OTHER IMPORTANT INFORMATION	22
Voting Securities22
Principal Holders of Voting Securities22
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED	UPON23
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	23
ADDITIONAL INFORMATION	23
Documents you can request23
Approval24

GENERAL INFORMATION

The information in this document is as of September 1, 2020, unless otherwise indicated.

References to "we", "us", "our", "CALI" and "the Company" refer to FinCanna Capital Corp. and all entities controlled by it unless the context otherwise requires. "You" and "your" refer to CALI shareholders. Unless otherwise indicated, all references to "\$" or "dollars" in this Management Information Circular (the "Circular") refer to Canadian dollars.

This Circular is provided in connection with our annual general meeting of shareholders of the Company (the "Meeting") to be held on October 6, 2020 at Suite 550-800 West Pender Street, Vancouver, British Columbia. Your proxy is solicited by the management of the Company for the items described in the accompanying Notice of Meeting (the "Notice").

As a registered shareholder, you have the right to vote as set out in this Circular. Please read this Circular. It gives you information that you need to know to cast your vote. We also encourage you to read our comparative annual financial statements and related management's discussion and analysis for the fiscal years ended April 30, 2018, April 30, 2019 and April 30, 2020.

If you have any questions about any of the information in this Circular, please contact jdare@fincannacapital.com

Voting Information

The following information provides guidance on how to vote your common shares of the Company (the "Common Shares"). The Common Shares are sometimes referred to in this Circular as the "shares".

Your vote is important

As a shareholder of CALI, it is very important that you read this information carefully and then vote your shares. Due to the ongoing COVID-19 health crisis, we ask that you consider voting your shares by proxy and not attend the Meeting in person.

You are entitled to vote at the Meeting either in person or by proxy. However, in light of continually evolving public health guidelines related to the ongoing coronavirus (COVID-19) pandemic, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Shareholders who do wish to attend the Meeting in person should carefully consider and follow the instructions of the federal Public Health Agency of Canada at https://www.canada.ca/en/public-health.html.

Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote their shares using the enclosed form of proxy or voting instruction form, as applicable, prior to the Meeting by one of the means outlined in this Circular.

We reserve the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 health crisis, which could include changing the location of the Meeting, hosting the Meeting by means of remote communication only, placing further restrictions on in-person attendance (including limiting or prohibiting attendance), or postponing or adjourning the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on SEDAR. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting materials.

To mitigate health and safety risks, we strongly discourage shareholders from attempting physical attendance at the Meeting, accommodation for which cannot be guaranteed at this time, and ask that all shareholders instead vote by proxy in advance of the Meeting.

Voting by proxy means that you are giving the person or people named on your proxy form (each a "proxyholder") the authority to vote your shares for you at the Meeting or any adjournment or postponement thereof. A proxy form is included in this package.

If you vote by proxy, the individuals who are named on the proxy form will vote your shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the individuals designated in the enclosed form of proxy. If you appoint someone else, he or she must be present at the Meeting to vote your shares.

If you are voting your shares by proxy, our transfer agent, National Securities Administrators Ltd., or other agents we appoint must receive your signed proxy form by 10:00 a.m. (Vancouver time) on October 2, 2020 or if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Vancouver time) on the second business day preceding the day of the Meeting.

How to vote – Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or on the register maintained by our transfer agent, National Securities Administrators Ltd. If you are a registered shareholder, you will receive a proxy form.

Voting by proxy

Registered shareholders have three options to vote by proxy:

• On the Internet

Go www.eproxy.ca and follow the instructions on screen. You will need the 12 digit control number and password listed on your proxy. You do not need to return your proxy form if you vote on the internet.

At any time, National Securities Administrators Ltd. may cease to provide internet voting, in which case registered shareholders can elect to vote by mail or fax, as described below.

• By Mail

Complete, sign and date the accompanying proxy form and return it in the envelope we have provided. Please see "Completing the Proxy Form" on the enclosed form for more information.

• By fax

Complete, sign and date the accompanying proxy form and send it by fax to 604-559-8908.

If you vote by proxy, the individuals named on the enclosed proxy form will vote your shares for you unless you appoint someone else to be your proxyholder. You have the right to appoint a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the persons designated in the enclosed proxy form. If you wish to do so, please write the name of the person you are appointing in the space provided. Complete, date and sign the accompanying form of proxy, and submit it in accordance with the instructions prior to the proxy cut-off time. Make sure that the person you appoint is aware that he or she has been appointed and attends the Meeting. Please see "Completing the Proxy Form" for more information.

Voting in Person at the Meeting

Registered shareholders, or the persons they appoint as their proxies, are permitted to vote at the Meeting in person. However, in light of continually evolving public health guidelines related to the ongoing coronavirus (COVID-19) pandemic, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada at https://www.canada.ca/en/public-health.html.

Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote their shares using the enclosed form of proxy or voting instruction form, as applicable, prior to the Meeting by one of the means outlined in the Management Information Circular accompanying this Notice.

We reserve the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 health crisis, which could include changing the location of the Meeting, hosting the Meeting by means of remote communication only, placing further restrictions on in-person attendance (including limiting or prohibiting attendance), or postponing or adjourning the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company's profile on SEDAR. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting materials.

To mitigate health and safety risks, we strongly discourage shareholders from attempting physical attendance at the Meeting, accommodation for which cannot be guaranteed at this time, and ask that all shareholders instead vote by proxy in advance of the Meeting.

If you are a registered holder and choose to vote in person at the Meeting, you do not need to complete or return your proxy form. Voting in person at the Meeting will automatically cancel any proxy you submitted earlier.

To vote shares registered in the name of a corporation or other legal entity, an authorized officer or attorney of that corporation or legal entity must attend the Meeting in person. This person may have to provide proof that he or she is authorized to act on behalf of the corporation or other legal entity. Shares registered in the name of a corporation or other legal entity cannot be voted in person without adequate proof of authorization.

Changing your vote

You may revoke a vote you made by proxy by:

• voting again on the internet before 10:00 am. (Vancouver time) on October 2, 2020;
• written instrument that is received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
• written request to the Chair of the Meeting, at the Meeting or any adjournment or postponement thereof, before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney.

How to vote – Non-Registered (or Beneficial) Shareholders

You are a non-registered (or beneficial) shareholder (a "Non-Registered Holder") if your shares are registered either:

• (a) in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans (each an "Intermediary") that represents the Non-Registered Holder in respect of its shares; or
• (b) in the name of a depository (a "Depository", such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

We have distributed copies of the Meeting Notice, the Circular, the form of proxy, and the supplemental mailing return list card (collectively, the "Meeting Materials") directly to non-objecting Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive such materials. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive the Meeting Materials will receive a package from their Intermediary containing either:

• (a) a voting instruction form that must be properly completed and signed by the Non-Registered Holder and returned to the Intermediary in accordance with the instructions on the voting instruction form; or, less typically,
• (b) a form of proxy that has already been stamped or signed by the Intermediary that is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which otherwise has not been completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with National Securities Administrators Ltd. at the address set forth herein.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of shares that they beneficially own. The Company does not intend to pay for Intermediaries to forward the Meeting Materials to objecting beneficial owners.

A Non-Registered Holder may revoke a voting instruction form or proxy which has been given to an Intermediary by written notice to the Intermediary or by submitting a voting instruction form or proxy bearing a later date in accordance with the applicable instructions. In order to ensure that an Intermediary acts upon a revocation of a proxy or voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

In Person at the Meeting

We do not have access to the names or holdings of all of our Non-Registered Holders. Should a Non-Registered Holder, who receives either a voting instruction form or a form of proxy, wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the Non- Registered Holder), the Non-Registered Holder should follow the instructions contained on the voting instruction form or form of proxy within the time periods specified and appoint themselves (or another person to vote on their behalf). In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and service companies. If you are a Non-Registered Holder and have not received a package containing a voting instruction form or form of proxy, please contact your Intermediary.

Completing the proxy form

You can choose to vote "For", "Against" or "Withhold", depending on the items listed on the proxy form.

When you sign the proxy form, you authorize the directors and officers of the Company who are named in the proxy form to vote your shares for you at the Meeting according to your instructions, unless you have appointed someone else to act as your proxy. If you return your proxy form and do not tell us how you want to vote your shares, your vote will be counted:

• FOR setting the number of directors at three (3);
• FOR electing the nominee directors who are listed in the Circular;
• FOR appointing Davidson & Company LLP as auditors;
• FOR approval of our Option Plan; and

If you are appointing someone else to vote your shares for you at the Meeting, write the name of the person voting for you in the space provided. If you do not specify how you want your shares voted, your proxyholder will vote your shares as he or she sees fit on each item and on any other matter that may properly come before the Meeting.

If you are an individual shareholder, you or your authorized attorney must sign the form. If you are a corporation or other legal entity, an authorized officer or attorney must sign the form.

If you have questions on how to complete your proxy form, please contact National Securities Administrators Ltd. at 604-559-8880.

Additional Voting Information

You have one vote for each Common Share you hold on September 1, 2020. As at the close of business on September 1, 2020, 100,289,734 Common Shares were entitled to be voted at the Meeting.

Setting the number of directors to be elected at the Meeting at three (3) and the approval of our Option Plan will be determined by a majority of votes cast at the Meeting in proxy or in person. Under our Articles, if there is a tie, the Chair of the Meeting does not cast the deciding vote. The appointment of auditors and the election of directors will each be determined by "FOR" votes cast at the Meeting by proxy or in person.

National Securities Administrators Ltd. will count and tabulate the votes for us.

• 6 -

For general shareholder enquiries, you can contact the transfer agent:

• by mail at:

National Securities Administrators Ltd. 702 – 777 Hornby Street Vancouver, BC V6Z 1S4

• or by telephone: 604-559-8880.
• or by fax: 604-559-8908

Record Date, Quorum and Votes Necessary to Pass Resolutions

Each shareholder of record at the close of business on September 1, 2020 (the "Record Date"), is entitled to vote at the Meeting the shares registered in his or her name on that date. The quorum for any meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting.

At the Meeting, shareholders will be asked to consider and, if thought advisable, to: (i) pass an ordinary resolution to set the number of directors at three (3); (ii) elect directors to the board of directors; (iii) approve the appointment of auditors for the ensuing year; and to (iv) pass an ordinary resolution to approve the Option Plan.

Pursuant to the Business Corporations Act (British Columbia) ("BCBCA") and our Articles, a simple majority of the votes cast at the Meeting (by person or proxy) is required to pass an ordinary resolution.

BUSINESS OF THE MEETING

We will address and vote on the following items at the Meeting:

• to set the number of directors at three (3)
• the election of the directors;
• to appoint the external auditors who will serve until the end of the next annual meeting of shareholders;
• to approve the Option Plan; and
• such other business that may properly come before the meeting or any adjournment or postponement thereof.

We will place before the Meeting the Company's audited financial statements, including the auditors' report, for the fiscal years ended April 30, 2020, April 30, 2019 and April 30, 2018, but no vote thereon is required. These financial statements together with the management's discussion and analysis thereon are available under our profile on SEDAR at www.sedar.com.

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your shares on these items as he

or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment.

FIXING THE NUMBER OF DIRECTORS AT THREE (3)

The shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at three (3), subject to any increases permitted by the Company's Articles. The Board recommends that the number of directors of the Company be set at three (3).

If you do not specify how you want your shares voted, the individuals named as proxyholders in the enclosed proxy form intend to vote FOR setting the number of directors of the Company at three (3).

ELECTION OF DIRECTORS

Directors are elected at each annual general meeting and hold office until the next annual general meeting or until that person sooner ceases to be a director.

Unless you provide other instructions, the enclosed proxy will be voted FOR the nominees listed below, all of whom are presently members of the Company's board of directors (the "Board"). Management does not expect that any of the nominees will be unable to serve as a director. If before the Meeting any vacancies occur among the nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the shares represented by the proxy for the election of any other person or persons as directors.

Management proposes to nominate the persons named in the table below for election as director. The information concerning the proposed nominees has been furnished by each of them.

Description of Proposed Director Nominees

The following sets out certain information regarding each of our nominee directors:

Andriyko Herchak Chief Executive Officer and				Mr. Herchak has over 20 years of executive leadership experience with
Director		publicly traded companies. He was the former CFO of an international
				sales and marketing company generating US\$1.4bn in annual sales and the
Director Since: July 24, 2017				former CFO of a mineral exploration company that raised C\$100m and was
				sold for C\$650m cash. Mr. Herchak brings extensive experience of
Non-Independent				financial raises, growing companies, and managing and deploying capital.
Committee Membership(1)
Audit Committee
Compensation Committee
Securities Held:
Common Shares	Options		Warrants	Convertible Debentures
4,347,300	1,500,000		2,750,000	\$550,000

Morris L Reid			Mr. Reid is a globally recognized corporate & political strategist based
Director and Chairman of the Board		in Washington, D.C & London. He is a partner at Mercury, a high
			stakes public strategy firm representing the world's most successful
Director Since: October 12, 2017			companies, leading advocacy groups, governments, political parties,
Independent			NGOs, & prominent public & political figures. His media
		contributions as an expert in political & business marketing including; CNN, CNBC, MSNBC, NYT & USA Today
Committee Membership(1)
Audit Committee
Compensation Committee
Securities Held:
Common Shares	Options		Warrants		Convertible Debentures
100,000	600,000		nil		nil

Holger Heims			Mr. Heims is the Managing Partner of Falcon Equity Advisors GmbH
Director		of Switzerland and has been involved in international M&A and
			private equity investments for more than 25 years. Mr. Heims has
Director Since: September 19, 2019			served as Managing Partner in several international private equity
			funds with investment volumes of €300m to €800m supported by
Independent:			blue-chip institutional investors, including Deutsche Bank. His public
			company experience includes a CFO position of a NYSE-listed
		company.
Committee Membership(1)
Audit Committee
Compensation Committee
Securities Held:
Common Shares	Options	Warrants	Convertible Debentures
Nil	250,000	225,000	\$45,000

Notes:

(1) The director is currently a member of each Board committee noted.

Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

Bankruptcies

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees:

• (a) is, as at the date of this Circular, or has been within 10 years before the date of the Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• (b) has, within the last 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Securities Penalties or Sanctions

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the proposed director nominees has been subject to: (i) 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 (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board recommends that Davidson & Company LLP be reappointed as auditors. The auditors will serve until the end of the next annual meeting of shareholders or until a successor is appointed. Davidson & Company LLP have been the auditors of the Company since June 13, 2017 Davidson & Company LLP has confirmed that it is independent of the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

If you do not specify how you want your shares voted, the individuals named as proxyholders in the enclosed proxy form intend to vote FOR the appointment of Davidson & Company LLP as our auditors until the next annual meeting of shareholders.

STOCK OPTION PLAN APPROVAL

Our Board adopted a stock option plan (the "Option Plan") in 2017 whereby the maximum number of Common Shares that may be reserved for issuance under outstanding stock options ("Options") as long as we are a public company is 10% of the Company's issued and outstanding Common Shares on a non-diluted basis, as constituted on the date of any grant of Options under the Option Plan. As of the date of this Circular, there are 6,850,000 options outstanding under the OptionPlan (the "Outstanding Options").

Under the Option Plan, Options will be exercisable over periods of up to 10 years as determined by the Board and are required to have an exercise price no less than the closing market price of the Common Shares on the trading day immediately preceding the day on which the Company announces the grant of

Options (or, if the grant is not announced, the date specified in an option agreement as the date on which the Option is granted), less the applicable discount, if any, permitted by the policies of the Canadian Securities Exchange (the "CSE") and approved by the Board. Pursuant to the Option Plan, the Board may from time to time authorize the issue of Options to directors, senior officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The maximum number of Common Shares which may be issued pursuant to Options previously granted and those granted under the Option Plan or any other stock option plan of the Company will be 10% of the issued and outstanding Common Shares at the time of the grant as long as the Company is a public company. In addition, the number of Common Shares which may be reserved for issuance to any one individual may not exceed (without the requisite disinterested shareholder approval) 5% of the issued Common Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant. The Option Plan permits the Board to specify a vesting schedule in its discretion, subject to the CSE's minimum vesting requirements, ifany.

The Option Plan contains adjustment provisions with respect to outstanding Options in cases of share reorganizations, special distributions and other corporate reorganizations including an arrangement or other transaction under which the business or assets of the Company become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Company's shareholders, or the exchange with the Company's shareholders, of securities of the Company or securities of another company.

The Option Plan provides that on the death of an option holder, all vested Options will expire 12 months after the date of death. Where an optionee is terminated for cause, any outstanding Options (whether vested or unvested) are cancelled as of the date of termination. If an optionee retires or voluntarily resigns or is otherwise terminated by the Company other than for cause, then all vested Options held by such optionee will expire at the earlier of (i) the expiry date of such Options and (ii) the date which is 90 days (30 days if the optionee was engaged in investor relations activities) after the optionee ceases its office, employment or engagement with the Company.

The Option Plan also provides that if permitted pursuant to the rules and regulations of the stock exchange on which the Company is listed at the relevant time, the Board may allow an option holder to elect to exercise his or her Option on a "cashless basis", whereby the option holder, instead of making a cash payment for the aggregate exercise price, is entitled to be issued such number of Common Shares equal to the number which results when the difference between the aggregate fair market value of the Common Shares underlying the option and the aggregate exercise price of such Option is divided by the fair market value of each Common Share.

The foregoing is a summary of the material terms of the Option Plan. This summary is subject to, and qualified in its entirety by, reference to the full text of the Option Plan which may be viewed under our profile on SEDAR at www.sedar.com.

At the Meeting, the Shareholders will be asked to approve the following by ordinary resolution:

"BE IT RESOLVED, as an ordinary resolution that:

• (1) The Option Plan, is hereby approved, confirmed and ratified;
• (2) The Board be and is hereby authorized to make such changes, amendments or alterations to the Option Plan as may be necessary or desirable from time to time and without further approval of the shareholders of the Company: (i) in order that the Option Plan or any option granted hereunder complies with applicable legal or regulatory requirements; or

(ii) as may be required as a condition or regulatory approval or acceptance thereof; or (iii) to correct or rectify an error, ambiguity or inconsistency in the text of the Option Plan; or (iv) in any other manner as contemplated in the Option Plan;

• (3) The Outstanding Options granted under the Option Plan are hereby approved, confirmed and ratified; and
• (4) Any officer or director of the Company is hereby authorized and directed, for and on behalf of the Company, to do all things and execute and deliver all such agreements, documents and instruments necessary or desirable in connection with the foregoing resolution.

The Option Plan must be approved by a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting. The Board recommends that Shareholders vote FOR approval of the Option Plan. The persons named in the accompanying form of proxy intend to vote FOR approval of the Option Plan, unless otherwise instructed on a properly executed and validly deposited proxy.

DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

In this section, "Named Executive Officer" means each of the following individuals:

• (a) the Company's chief executive officer, including an individual performing functions similar to a chief executive officer (the "CEO");
• (b) the Company's chief financial officer, including an individual performing functions similar to a chief financial officer (the "CFO");
• (c) the most highly compensated executive officer of the Company and its subsidiaries, other than the CEO and CFO, 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 Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company and was not acting in a similar capacity, at the end of that financial year.

The Company's Named Executive Officers for the purposes of this section are:

• Andriyko Herchak, President, Chief Executive Officer and Director;
• Robert Scott, Chief Financial Officer

Overview

We operate in an emerging industry and rapidly evolving market. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers.

Our executive officer compensation program is designed to achieve the following objectives:

• provide market-competitive compensation opportunities in order to attract and retain talented, highperforming and experienced executive officers, whose knowledge, skills and performance are critical to our success;

• 13 -

• motivate our executive officers to achieve our business and financial objectives; and

• align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business.

We offer our executive officers cash compensation in the form of base salary or consulting fees and equitybased compensation awarded in the form of Options under the Option Plan. In the future, we may also grant long-term equity-based incentives consisting of units and/or restricted share units under a long- term incentive plan that may be adopted, though none are contemplated at this time. We believe that equitybased compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long-term interests of our shareholders. We provide base salary or consulting fees to compensate our employees or consultants for their day-to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent.

As a publicly-traded company, we will continue to evaluate our compensation philosophy and compensation program as circumstances require and plan to review compensation on an annual basis. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to us if we were required to find a replacement for a key employee.

The compensation of our executive officers will include two major elements: (i) base salary or consulting fees; and (ii) long-term equity incentives, consisting of Options granted from time to time under the Option Plan. While not a primary element of our compensation framework, we may also, from time to time, award cash or equity-based bonuses to our executive officers in recognition of exemplary performance. Perquisites and personal benefits are not a significant element of compensation of our executive officers.

Base salaries & Consulting fees

Base salary or consulting fees are provided as a fixed source of compensation for our executive officers. Adjustments to base salaries and/or consulting fees are expected to be determined annually and may be increased based on the executive officer's success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. Additionally, base salaries or consulting fees, as applicable, can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer's role or responsibilities.

Stock Option Plan

The Option Plan is used to grant Options to directors, officers (including Named Executive Officers), employees and consultants of the Company, as additional compensation and as an opportunity to participate in the success of the Company. The granting of such Options is intended to align the interests of such persons with that of our shareholders.

In determining the number of Options to be granted to directors or executive officers, including the Named Executive Officers, the Board takes into account, among other things:

• the number of Options, if any, previously granted to each director or executive officer; and
• the exercise price of any outstanding Options to ensure that such grants are in accordance with the policies of the CSE and closely align the interests of the directors and executive officers with the interests of shareholders.

Our Compensation Committee oversees our compensation policies, processes and practices and has the responsibility of administering the compensation policies related to the directors and executive management of the Company, including option-based awards. Please refer to the "Corporate Governance Disclosure – Compensation" section. In assessing the compensation of the Company's directors and

executive officers, including the Named Executive Officers, we do not have in place any formal objectives, criteria or analysis. The Company has not established any specific performance criteria or goals to which total compensation or any significant element of total compensation to be paid to any Named Executive Officer is dependent. Named Executive Officers' performance is reviewed in light of the Company's objectives from time to time.

Director and Named Executive Officer Compensation, excluding Compensation Securities

The following table is a summary of compensation (excluding compensation securities) paid, awarded to or earned by the Named Executive Officers and any director who is not a Named Executive Officer for the fiscal years ended April 30, 2020, 2019 and 2018.

Table of Compensation Excluding Compensation Securities
Name and Position	Year	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or Meeting Fees (\$)	Value of Perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Andriyko Herchak	2020	240,000	-	-	-	-	240,000
Chief Executive Officer	2019	240,000	-	-	-	-	240,000
and Director	2018	60,000	-	-	-	-	60,000
	2020	210,000	-	-	-	-	210,000
Robert Scott	2019	210,000	-	-	-	-	210,000
Chief Financial Officer	2018	52,500	-	-	-	-	52,500

Terms of Employment Agreements with our Named Executive Officers

Andriyko Herchak – Chief Executive Officer and Director

Effective January 1, 2018, the Company entered into an Employment Agreement with Andriyko Herchak with respect to his position as President and CEO of the Company. Under the terms of the agreement, Mr. Herchak will be paid an annual salary of \$240,000. Upon termination without cause or Change of Control, the Mr. Herchak is entitled to a termination payment equal to 24 months of fees and additional lump sum equal to any Bonuses owed.

Robert Scott – Chief Financial Officer

Effective January 1, 2018 the company entered into an Independent Contractor Agreement with GSBC Financial Management Inc. to provide the services of Robert Scott as CFO. Under the terms of the contract, GSBC will be paid a monthly fee of \$17,500.00. Upon termination without cause or Change of Control, the Contractor is entitled to a termination payment equal to 24 months of fees and additional lump sum equal to any Bonuses owed.

Stock Options and Other Compensation Securities

The following table is a summary of all compensation securities paid, awarded to or earned by the Named Executive Officers and any director who is not a Named Executive Officer for the fiscal year ended April 30, 2020.

Compensation Securities
Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities and percentage of class	Date of Issue or Grant	Issue, conversi on or exercise price (\$)	Closing price of security or underlying security on date of grant (\$)	Closing price of security or underlying security at year end (\$)	Expiry Date
Andriyko Herchak Chief	Stock Option	500,000 options	July 6, 2017	\$0.30	N/A	N/A	July 6, 2022
Executive	Stock Options	1,000,000 options	December 27, 2017	\$0.50	N/A	N/A	December 27, 2022
Officer and Director	Limited Recourse Loan for Shares 1	1,600,000 common shares		\$ 0.30	N/A	N/A	N/A
Robert	Stock Options	500,000 options	July 6, 2017	\$0.30	N/A	N/A	July 6, 2022
Scott Chief	Stock Options	1,000,000 options	December 27, 2017	\$0.50	N/A	N/A	December 27, 2022
Financial Officer	Limited Recourse Loan for Shares 1	1,400,000 common shares		\$ 0.30	N/A	N/A	N/A
Morris	Stock Options	350,000 options	July 6, 2017	\$0.30	N/A	N/A	July 6, 2022
Reid Director	Stock Options	250,000 options	December 27, 2017	\$0.50	N/A	N/A	December 27, 2022
Holger Heims Director	Stock Options	250,000 options	September 19, 2019	\$0.25	N/A	N/A	September 19, 2024

Note: 1 In July 2017, the Company issued 1,500,000 common shares at \$0.30 per share for a total fair value of \$450,000, to certain officers of the Company pursuant to limited recourse shareholder loans. The common shares vested 20% immediately, with the remainder vesting evenly on January 5, 2018, July 5, 2018, January 5, 2019, and July 5, 2019. In June 2018, the Company issued 1,500,000 common shares at \$0.30 per share for a total fair value of \$450,000, to certain officers of the Company pursuant to limited recourse shareholder loans. The common shares vested 40% immediately, with the remainder vesting evenly on December 29, 2018, June 29, 2019, December 29, 2019.

Exercise of Compensation Securities by Directors and NEOs

During the fiscal year ended April 30, 2020 there were no stock options exercised by the Company's directors and Named Executive Officers.

Director Compensation

The Compensation Committee determines director compensation from time to time and Directors are compensated in their capacities as such. In addition the Company may, from time to time, grant to its directors Options to purchase Common Shares in the capital of the Company pursuant to the terms of the Option Plan and in accordance with CSE policies.

Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission (\$)	Bonus (\$)	Committee or meeting fees (\$)	Value of perquisites (\$)	Value of all other compensation (\$)	Total compensation (\$)
Morris	2020	\$60,000	N/A	N/A	N/A	N/A	\$60,000
Reid	2019	\$60,000	N/A	N/A	N/A	N/A	\$60,000
	2018	\$60,000	N/A	N/A	N/A	N/A	\$60,000
Holger Heims	2020	\$45,000	N/A	N/A	N/A	N/A	\$45,000
Bob	2019	\$48,603	N/A	N/A	N/A	N/A	\$48,603.40
Kamm (former Director)
Jeff Tindale (former Director)	2018	\$60,000	N/A	N/A	N/A	N/A	\$60,000

Termination and Change of Control Benefits

See section "Terms of Employment Agreements with our Named Executive Officers" above for details with respect to compensation for Named Executive Officers in the event of that Named Executive Officer's termination of employment, or in the event of a change of control of the Company. Furthermore the terms of our Option Plan provide that if a change of control occurs, all outstanding Options will vest in full.

CORPORATE GOVERNANCE

Board of Directors

Our Board consists of three directors, two of whom, Morris Reid and Holger Heims, are independent based upon the tests for independence set forth in NI 52-110. Andriyko Herchak is not independent as he is the President & Chief Executive Officer.

Directorships

None of the directors of the Company currently serve as directors of other reporting issuers except the following:

Director	Other Reporting Issuers
Andriyko Herchak	Sixty North Gold Mining Ltd. – CSE:SXTY

Orientation and Continuing Education

Each new director of our Company is briefed about the nature of the Company's business, its corporate strategy and current issues within the Company. New directors will be encouraged to review our public disclosure records as filed under our SEDAR profile at www.sedar.com. Directors are also provided with access to management to better understand the operations of the Company, and to the Company's legal counsel to discuss their legal obligations as directors of the Company.

Ethical Business Conduct

Our Board has adopted a Code of Conduct (the "Code"). The Code applies to all of our directors, officers, employees and consultants. The objective of the Code is to provide guidelines for maintaining our integrity, reputation, honesty, objectivity and impartiality. The Code addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with our shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behavior.

The Board is also required to comply with the conflict of interest provisions of the Business Corporations Act (British Columbia) and relevant securities regulation in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director is required to declare the nature and extent of his interest and is not entitled to vote on any matter that is the subject of the conflict of interest.

Nomination of Directors

We do not have a stand-alone nomination committee. Our management is responsible for, among other things, identifying and recommending qualified candidates for appointment, election and re-election to the Board and its committees. In recommending candidates to the Board, management considers, among other factors and in the context of the needs of the Board, potential conflicts of interest, professional experience, personal character, diversity, outside commitments and particular areas of expertise. The Company conducts due diligence, reference checks and background checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to us, the ability to devote the time required, integrity of character and a willingness to serve.

Compensation

We have formed a compensation committee (the "Compensation Committee") which determines the compensation of our CEO and CFO and does so with reference to industry standards and the financial situation of the Company. The Compensation Committee has the sole responsibility for determining the compensation of the directors of the Company. For further information regarding how we determine compensation for our directors and executive officers, see "Executive Compensation".

The members of our Compensation Committee are Morris Reid, Holger Heims and Andriyko Herchak. Mr. Reid and Mr. Heims are both independent. Mr. Herchak is not as he is the President and CEO of the Company.

Assessments

Neither the Company nor the Board has developed a formal review system to assess the performance of the directors or the Board as a whole. The contributions of individual directors are monitored by other members of the Board on an informal basis through observation.

Committees of our Board

Our Board has established two committees: the Audit Committee and the Compensation Committee.

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The text of the Company's audit committee charter is attached as Schedule "A" hereto.

Composition of Audit Committee and Independence

The following are the members of the audit committee:

Andriyko Herchak	Non-Independent(1)	Financially literate(1)
Morris L Reid	Independent(1)	Financially literate(1)
Holger Heims	Independent(1)	Financially literate(1)

(1) As defined under National Instrument 52-110 Audit Committees ("NI 52-110").

Relevant Education and Experience

For the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member, please see the section entitled "Election of Directors" in this Circular.

Audit Committee Oversight

At no time has a recommendation of the audit committee to nominate or compensate an external auditor not been adopted by our Board.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, we have not relied on:

• (a) the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110;
• (b) the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer) of NI 52-110;
• (c) the exemption in subsection 6.1.1(5) (Events Outside Control of Member) of NI 52-110;
• (d) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation) of NI 52-110; or
• (e) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The audit committee has not adopted any specific policies and procedures for the engagement of nonaudit services.

External Auditor Service Fees

The following table sets out the audit fees incurred by the Company since incorporation:

Period	Audit Fees \$	Audit Related Fees \$	Tax Fees \$	All Other Fees \$
F2020	70,000	n/a	n/a	67,000
F2019	49,500	n/a	n/a	49,500
F2018	40,000	n/a	n/a	40,000

Exemption

The Company is relying on the exemption in section 6.1 of NI 52-110 from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of the fiscal year ended April 30, 2020 regarding the number of Common Shares to be issued pursuant to the Company's Option Plan. For a summary of our Option Plan, see "Stock Option Plan Approval" beginning on page 10 of this Circular.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by shareholders	N/A	N/A	N/A
Equity compensation plans not approved by shareholders	6,850,000	\$0.39	3,178,973
Total	6,850,000		3,178,973

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Circular, no executive officer, director, employee or former executive officer, director or employee of the Company or any of its subsidiaries is indebted to the Company, or any of its subsidiaries, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, or any of its subsidiaries.

OTHER IMPORTANT INFORMATION

Voting Securities

Our authorized share capital consists of an unlimited number of Common Shares without par value. Holders of Common Shares are entitled to one vote per Common Share on all matters upon which holders of Common Shares are entitled to vote.

As at the date of this Circular, there are 100,289,734 Common Shares issued and outstanding.

This summary is qualified by reference to, and is subject to, the detailed provisions of our Articles available under the Company's profile on SEDAR at www.sedar.com.

Principal Holders of Voting Securities

The following table sets forth information regarding the beneficial ownership of securities as of the date of this Circular by each person or entity known to beneficially own, or control or direct, 10% or more of the outstanding Common Shares (the "Principal Shareholders"). No person or entity beneficially owns, or controls or directs, 10% or more of the outstanding Common Shares as of the date of this Circular.

Equity Compensation Plan Information

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

To the knowledge of the directors and executive officers of CALI, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular, no informed person of the Company, proposed director, or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

ADDITIONAL INFORMATION

Documents you can request

You can ask us for a copy of the following documents at no charge:

• our most recent annual report, which includes our comparative financial statements for themost recently completed financial year together with the accompanying auditors' report;
• any interim financial statements that were filed after the financial statements for our most recently completed financial year; and
• our management's discussion and analysis related to the above financial statements.

These documents are also available on SEDAR at www.sedar.com.

Information contained on, or that can be accessed through, our website does not constitute a part of this Circular and is not incorporated by reference herein.

Financial information is provided in our comparative annual financial statements and related management's discussion and analysis for the year ended April 30, 2020

Approval

Our Board has approved the contents of this Circular and the sending thereof to our shareholders, directors and auditor.

DATED this 1st day of September, 2020.

By order of the Board of Directors,

(signed) Andriyko Herchak Andriyko Herchak Chief Executive Officer and Director Vancouver, British Columbia

FINCANNA CAPITAL CORP.

CHARTER OF THE AUDIT COMMITTEE

Purpose

The purpose of the Audit Committee (the "Committee") is to act as the representative of the Board of Directors in carrying out its oversight responsibilities relating to:

• The audit process;
• The financial accounting and reporting process to shareholders and regulatory bodies; and
• The system of internal financial controls.

Composition

The Committee shall consist of three Directors, the majority of whom are "independent" within the meaning of Multilateral Instrument 52-110, Audit Committees, for so long as the Company is a "venture issuer", as defined therein. The Committee shall be appointed annually by the Board of Directors immediately following the Annual General Meeting of the Company. Each member of the Committee shall be financially literate, meaning that he must be able to read and understand financial statements. One member of the Committee must have accounting and financial expertise, meaning that he possesses financial or accounting credentials or has experience in finance or accounting.

Duties

The Committee's duty is to monitor and oversee the operations of Management and the external auditor. Management is responsible for establishing and following the internal controls, financial reporting processes and for compliance with applicable laws and policies. The external auditor is responsible for performing an independent audit of the Company's financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements. The Committee should review and evaluate this Charter on an annual basis.

The specific duties of the Committee are as follows:

• Management Oversight:
• o Review and evaluate the Company's processes for identifying, analysing and managing financial risks that may prevent the Company from achieving its objectives;
• o Review and evaluate the Company's internal controls, as established by Management;
• o Review and evaluate the status and adequacy of internal information systems and security;
• o Meet with the external auditor at least one a year in the absence of Management;
• o Request the external auditor's assessment of the Company's financial and accounting personnel;
• o Review and evaluate the adequacy of the Company's procedures and practices relating to currency exchange rates; and

• o Review and evaluate the Company's banking arrangements.

• External Auditor Oversight

• o Review and evaluate the external auditor's process for identifying and responding to key audit and internal control risks;
• o Review the scope and approach of the annual audit;
• o Inform the external auditor of the Committee's expectations;
• o Recommend the appointment of the external auditor to the Board;
• o Meet with Management at least once a year in the absence of the external auditor;
• o Review the independence of the external auditor on an annual basis;
• o Review with the external auditor both the acceptability and the quality of the Company's accounting principles; and
• o Confirm with the external auditor that the external auditor is ultimately accountable to the Board of Directors and the Committee, as representatives of the shareholders.
• Financial Statement Oversight
• o Review the quarterly reports with both Management and the external auditor;
• o Discuss with the external auditor the quality and the acceptability of the generally accepted accounting principles applied by Management;
• o Review and discuss with Management the annual audited financial statements; and
• o Recommend to the Board whether the annual audited financial statements should be accepted, filed with the securities regulatory bodies and publicly disclosed