AMALGAMATION AGREEMENT

among

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC.

and

1378871 B.C LTD.

and

SMARTWERX SOLUTIONS INC.

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT (this “Agreement”) is made effective as of the 30th day of October 2024.

AMONG:

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC., a company incorporated under the laws of the Province of British Columbia and having its registered office at 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6

("FintechWerx")

AND:

1378871 B.C LTD., a company incorporated under the laws of the Province of British Columbia and having an office at 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6

("TargetCo")

AND:

SMARTWERX SOLUTIONS INC., a company incorporated under the laws of the Province of British Columbia and having an office at 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6

("SmartWerx")

WHEREAS:

A. The common shares of FintechWerx are listed for trading on the Canadian Securities Exchange (the “Exchange”) under the symbol “WERX”;

B. TargetCo is a private company that owns certain intellectual property pertaining to automated reconciliation for email money transfer records that is currently being licensed by SmartWerx (the “Technology”);

C. SmartWerx is a wholly-owned subsidiary of FintechWerx and is currently a party to a licensing arrangement with TargetCo whereby SmartWerx has the right to distribute the Technology to third parties;

D. FintechWerx, TargetCo and SmartWerx propose a business combination whereby TargetCo and SmartWerx will amalgamate under Section 269 of the BCBCA on the terms described in this Agreement, and will continue as Amalco, a wholly-owned subsidiary of FintechWerx and in connection therewith, FintechWerx proposes to issue securities of FintechWerx to the sole securityholder of TargetCo as hereinafter provided; and

E. TargetCo, SmartWerx, and FintechWerx will each require the approval of their respective shareholders for the Amalgamation and this Agreement pursuant to the requirements of the BCBCA.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby covenant and agree each with the others as follows:

ARTICLE 1

DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1 Definitions

In this Agreement, including the preamble hereto, unless the context otherwise requires, the following words shall have the following meanings:

"Affiliate" has the meaning ascribed to it under the BCBCA;

"Agreement" means this amalgamation agreement, together with the schedules attached hereto, as amended, restated or supplemented from time to time;

"Amalco" means the corporation resulting from the Amalgamation;

"Amalco Shares" means the common shares in the capital of Amalco;

"Amalgamation" means the amalgamation of TargetCo and SmartWerx pursuant to Section 269 of the BCBCA on the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

"Amalgamation Application" means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation;

"Applicable Securities Laws" means the securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders having the force of law, in force from time to time in any applicable jurisdiction, including without limitation, the Provinces of British Columbia and Ontario;

"Articles of Amalco" means the articles of Amalco, substantially in the form attached hereto as Schedule B;

"Authorization" means, with respect to any Person, any order, permit, approval, grant, consent, waiver, license, certificate, judgment, writ, award, determination, exemption, direction, decision, decree, bylaw, rule, regulation, registration or similar authorization of, from or required by any Governmental Entity having jurisdiction over the Person;

"BCBCA" means the Business Corporations Act (British Columbia), and the regulations promulgated thereunder, as amended from time to time;

"Business Day" means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Vancouver, British Columbia are open for business;

"Certificate of Amalgamation" means the certificate of amalgamation to be issued by the Registrar in respect of the Amalgamation in accordance with Subsection 281 of the BCBCA;

"Claim" means any claim, demand, complaint, action, grievance, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

"Closing" means the completion of the transactions contemplated by this Agreement, including the Amalgamation set forth herein and the issuance of securities of FintechWerx to the sole securityholder of TargetCo, which shall take place on the Effective Date;

"Contract" means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon FintechWerx or TargetCo, as the case may be;

"Effective Date" means the date shown on the Certificate of Amalgamation;

"Effective Time" means the earliest moment in time (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

"Encumbrance" means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, Contract or otherwise) capable of becoming any of the foregoing;

"EMT License Agreement" means the license agreement, as amended and restated, between TargetCo and SmartWerx, dated August 1, 2023;

"Exchange" means the Canadian Securities Exchange;

"FintechWerx" has the meaning ascribed thereto on the first page of this Agreement;

"FintechWerx Board" means the board of directors of FintechWerx, as constituted from time to time;

"FintechWerx Parties" means, collectively, FintechWerx and SmartWerx;

"FintechWerx Public Disclosure Record" means the entirety of the public documents filed by FintechWerx on SEDAR+ under FintechWerx's SEDAR+ profile;

"FintechWerx Resolution" means the resolution of the FintechWerx Board authorizing entry into the Agreement;

"FintechWerx Shareholder Approval" means the approval of the Amalgamation by a written resolution signed by shareholders of more than 50% of the FintechWerx Shares, as required by the policies of the Exchange;

"FintechWerx Shareholders" means, at any time, the holders of outstanding FintechWerx Shares;

"FintechWerx Shares" means the authorized common shares in the capital of FintechWerx;

"FintechWerx $0.10 Half Warrant" means one-half of one share purchase warrant, with each whole warrant being exercisable for one FintechWerx Share for a period of two years from the date of issuance at an exercise price of $0.10 per FintechWerx Share;

"FintechWerx $0.15 Half Warrant" means one-half of one share purchase warrant, with each whole warrant being exercisable for one FintechWerx Share for a period of two years from the date of issuance at an exercise price of $0.15 per FintechWerx Share;

"FintechWerx Unit" means a unit comprised of one FintechWerx Share, one FintechWerx $0.10 Half Warrant, and one FintechWerx $0.15 Half Warrant;

"Governmental Entity" means any applicable (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange, including the Exchange;

"IFRS" means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

"Indebtedness" means, with respect to any Person, without duplication, as of the date of determination: (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all lease obligations of such Person capitalized on the books and records of such Person, (iv) all Indebtedness of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the Indebtedness secured thereby have been assumed, (v) all letters of credit, bank guarantees, surety bonds or performance bonds issued for the account of such Person, to the extent drawn upon, (vi) all guarantees of such Person of any Liabilities of any other Person other than a wholly owned subsidiary of such Person, (vii) all obligations (including accrued interest) without duplication under a contract that is or would be recorded on a balance sheet pursuant to IFRS, (viii) all cash overdrafts and payments in process; (ix) any unfunded pensions or deferred compensation to any employee; (x) Liabilities relating to or arising out of any interest rate swap, forward contract or other hedging or derivative arrangement (assuming such arrangements were terminated on the date of determination); (xi) refundable grants from any Governmental Entity and (xii) accrued and unpaid interest, prepayment fees or penalties, expenses, make-whole payments, termination costs, breakage costs or other amounts owning in respect of all items in clauses (i) through (xi) above;

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

"Liability" means any and all debts, liabilities, claims, demands, losses, costs, damages and obligations, whether known or unknown, fixed, contingent or absolute, matured or unmatured, accrued or not accrued, determined or determinable, secured or unsecured, disputed or undisputed, subordinated or unsubordinated, or otherwise;

"Liens" means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances, encroachments, options, adverse rights or claims or other third Person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Material Adverse Change" means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on the FintechWerx Parties or TargetCo, as applicable, on a consolidated basis;

"Material Adverse Effect" means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of the FintechWerx Parties or TargetCo, as applicable, on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to:

(a) the announcement of the execution of this Agreement or any transactions contemplated herein, or communication by the applicable Party of its plans or intentions with respect to the other Party and/or any of its subsidiaries;

(b) changes in the United States and Canadian economies in general or the United States and Canadian capital or currency markets in general;

(c) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

(d) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

(e) any change in IFRS;

(f) any natural disaster;

(g) any change relating to foreign currency exchange rates; or
(h) changes affecting the Party's industry generally,

provided that, in the case of any changes referred to in clauses (b) to (h) above, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

"Material Contract" means any Contract entered into by TargetCo or the FintechWerx Parties, as applicable, (i) which has payment obligations on the part of such Party that exceed $5,000, (ii) which has been entered into out of the ordinary course of business, (iii) for which breach, non-performance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect on such Party, (iv) pursuant to which any payment or third party consent may be triggered in connection with such Party entering into this Agreement or carrying out the transactions contemplated thereby, or (v) which can reasonably be regarded as material to a securityholder of such Party;

"Party" means, as the context requires, either TargetCo, FintechWerx, or SmartWerx, and "Parties" means two or more of them, as applicable;

"Person" means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

"Privacy Laws" means all Laws relating to privacy or data protection, including without limitation, the Personal Information Protection and Electronic Documents Act (Canada);

"Proceeding" means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted, heard by or before, or otherwise involving, any Governmental Entity;

"Registrar" means the registrar appointed under section 400 of the BCBCA;

"Representatives" means, collectively, in respect of a Person and its subsidiaries, its and their directors, officers, employees, agents, representatives and any financial advisor, law firm, accounting firm or other;

"Securities Act" means the Securities Act (British Columbia);

"Securities Authorities" means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and any stock exchanges or other self-regulatory agencies having authority over FintechWerx or TargetCo (as applicable), including the Exchange;

"Securities Laws" means the Securities Act, together with all other applicable Canadian provincial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

"SEDAR+" means the Canadian System for Electronic Document Analysis and Retrieval;

"SmartWerx" has the meaning ascribed thereto on the first page of this Agreement;

"SmartWerx Board" means the board of directors of SmartWerx;

"SmartWerx Shareholder Resolution" means the unanimous consent resolution of the sole shareholder of SmartWerx approving the Amalgamation;

"SmartWerx Shares" means common shares in the capital of SmartWerx;

"TargetCo" has the meaning ascribed thereto on the first page of this Agreement;

"TargetCo Board" means the board of directors of TargetCo, as constituted from time to time;

"TargetCo Dissent Rights" means the dissent rights exercisable by the TargetCo Shareholders in connection with the Amalgamation pursuant to Section 272 of the BCBCA;

"TargetCo Intellectual Property" means domestic and foreign: (a) patents, applications for patents and reissues, divisions, continuations, renewals, extensions, and continuations-in-part of patents and patent applications; (b) proprietary and non-proprietary business information, including inventions, improvements, trade secrets, know-how, methods, processes, designs, technology, technical data and documentation relating to any of the foregoing; (c) trade-marks (both registered and unregistered), trade names, business names, corporate names, domain names, website names and website addresses, trade dress and logos, and the goodwill associated with any of the foregoing; (d) copyrights, copyright registrations and applications for copyright registrations; and (e) any other proprietary information or intellectual property owned or controlled by TargetCo;

"TargetCo Shareholder Approval" means the unanimous consent approval of the TargetCo Shareholders for the TargetCo Shareholder Resolution;

"TargetCo Shareholders" means the holders of TargetCo Shares as set forth in Schedule A of this Agreement;

TargetCo Shareholder Resolution" means the unanimous consent resolution of the TargetCo Shareholders approving the Amalgamation;

"TargetCo Shares" means the authorized common shares without par value in the capital of TargetCo;

"Tax" and "Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes,

alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

"Tax Act" means the Income Tax Act (Canada);

"Technology" has the meaning ascribed to it in Recital B; and

"Transfer Agent" means Endeavor Trust Company, the transfer agent for the FintechWerx Shares.

In addition, words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Headings, Original Agreement, etc.

The division of this Agreement into articles, sections and subsections and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa and words importing the use of either gender shall include both genders and neuter.

1.4 Date for any Action

If the date on which any action required to be taken hereunder by any Party is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.5 Statutory References

Any reference in this Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency

Unless otherwise stated, all references in this Agreement to dollar amounts are expressed in Canadian currency.

1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under, and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with, IFRS.

1.8 Meaning of "Ordinary and Regular Course of Business"

In this Agreement the phrase "in the ordinary and regular course of business" shall mean and refer to those activities that are normally conducted by management of corporations engaged in the businesses of TargetCo or FintechWerx, as applicable, without any need for the approval of the board of directors thereof.

1.9 Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part of, this Agreement:

Schedule "A" – List of TargetCo Shareholders
Schedule "B" – Articles of Amalco
Schedule "C" – Amalgamation Application

ARTICLE 2

THE AMALGAMATION

2.1 Terms of Amalgamation

FintechWerx, SmartWerx and TargetCo hereby covenant and agree to implement the Amalgamation in accordance with the terms and subject to the conditions of this Agreement, as follows:

(a) as soon as reasonably practicable following execution and delivery of this Agreement, FintechWerx shall, in its capacity as the sole shareholder of SmartWerx, approve and execute the SmartWerx Shareholder Resolution;
(b) as soon as reasonably practicable following execution and delivery of this Agreement, FintechWerx shall obtain the FintechWerx Shareholder Approval;
(c) as soon as reasonably practicable following the execution and delivery of this Agreement, TargetCo shall obtain the TargetCo Shareholder Approval for the TargetCo Shareholder Resolution;
(d) following approval of (i) the SmartWerx Shareholder Resolution; (ii) the TargetCo Shareholder Resolution; and (iii) FintechWerx obtaining the FintechWerx Shareholder Approval, TargetCo and SmartWerx shall jointly complete and file the Amalgamation Application with the Registrar to give effect to the Amalgamation in accordance with the requirements of the BCBCA;
(e) at the Effective Time, SmartWerx and TargetCo shall amalgamate and continue as one company, being Amalco, pursuant to the provisions of Section 269 of the BCBCA;

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(f) at the Effective Time:

(i) the TargetCo Shareholders shall receive, in exchange for the TargetCo Shares, such number of FintechWerx Units as set forth in Schedule “A” of this Agreement; and

(ii) all of the SmartWerx Shares outstanding immediately prior to the Effective Time shall be exchanged for an equal number of Amalco Shares and the SmartWerx Shares shall be deemed to have been cancelled as of the Effective Time;

(g) with respect to each TargetCo Share exchanged in accordance with Section 2.1(f)(i):

(i) the TargetCo Shareholders shall cease to be the holders of such TargetCo Shares and the name of such TargetCo Shareholders shall be removed from the applicable register of holders of such TargetCo Shares, as the case may be;

(ii) the TargetCo Shares shall be deemed to have been cancelled as of the Effective Date, and any and all rights the TargetCo Shareholders may have in or to any securities of TargetCo shall automatically (without any further action) be absolutely terminated and cancelled; and

(iii) the TargetCo Shareholders thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange or transfer such securities in accordance with Section 2.1(g); and

(h) the Articles of Amalco shall be in the form attached hereto as Schedule “A”.

2.2 Effective Date

The Amalgamation shall be completed on the Effective Date and shall be effective at the Effective Time.

2.3 Effecting the Amalgamation

Subject to the rights of termination contained in Article 8, and the other conditions contained in Article 7 being complied with or waived, TargetCo and SmartWerx shall file with the Registrar the Amalgamation Application and deliver such other documents as may be required in order to effect the Amalgamation as soon as practicable after TargetCo obtains the TargetCo Shareholder Approval, FintechWerx approves the SmartWerx Resolution, and FintechWerx obtains the FintechWerx Shareholder Approval.

2.4 Name of Amalco

The Parties agree that the name of Amalco shall be “SmartWerx Solutions Inc.”.

2.5 Registered Office of Amalco

The Parties agree that the address of the registered and records office of Amalco shall be 315 – 1275 West 6th Avenue, Vancouver, B.C., V6H 1A6.

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2.6 Authorized Capital of Amalco

The Parties agree that Amalco shall be authorized to issue an unlimited number of common shares (being the Amalco Shares) and an unlimited number of preferred shares.

2.7 Fiscal Year

The fiscal year end of Amalco shall be April 30 of each calendar year.

2.8 Initial Directors of Amalco

The number of directors of Amalco, until changed in accordance with the Articles of Amalco, will be three. The Parties agree that the first directors of Amalco shall be the following individuals:

Name	Municipality of Residence
Francisco Kent
Carasquero	Vancouver, BC, Canada
George Hofsink	Richmond, BC, Canada
Nafees Khan	Vancouver, BC, Canada

2.9 Initial Officers of Amalco

The first officers of Amalco shall be the person whose name and position appears below:

Name	Position
George Hofsink	Chief Executive Officer
Nafees Khan	President
Claudio Lai	Chief Technical Officer

2.10 Withholding Taxes

FintechWerx and SmartWerx will be entitled to deduct and withhold from the FintechWerx Units deliverable to any former TargetCo Shareholder such amounts as FintechWerx or SmartWerx may be required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that any amounts are so deducted and withheld, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. FintechWerx or SmartWerx may sell or otherwise dispose of (or direct the disposition or sale of) any portion of the FintechWerx Units issuable to a former TargetCo Shareholder as is necessary to provide sufficient funds to enable FintechWerx or SmartWerx to comply with such deduction and/or withholding requirements, and the former TargetCo Shareholder will co-operate to complete any such sale or disposition and will lose all rights in respect of the FintechWerx Units if they do no co-operate as requested.

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2.11 Actions to Satisfy Conditions

Each of TargetCo and the FintechWerx Parties shall take all such actions as are within its power to control and to use commercially reasonable efforts to cause other actions to be which are not within its power or control, so as to ensure compliance with all of the applicable conditions precedent as set forth in this Agreement.

2.12 Vesting of Assets and Assumption of Liabilities

From the Effective Date, Amalco is seized of and holds and possesses all the property, rights and interests and is subject to all the debts, liabilities and obligations of each of TargetCo and SmartWerx without further deeds, transfers or conveyances, as fully and effectually and to all intents and purposes as if held or borne by each of TargetCo and SmartWerx respectively immediately prior to the Effective Date, and the directors of Amalco will have full power to carry the amalgamation into effect and to perform such acts as are necessary or proper for such purposes, including satisfying any obligations to dissenting shareholders, and each shareholder of SmartWerx and TargetCo will be bound by the terms of this Agreement.

2.13 Creditors' Rights, Liens

The rights of creditors against the property, rights and assets of TargetCo and SmartWerx and all Liens upon their respective property, rights and assets, will be unimpaired by the Amalgamation, and all debts, contracts, liabilities and duties of each of TargetCo and SmartWerx will from the Effective Date attach to Amalco and may be enforced against it.

ARTICLE 3 SHAREHOLDER CONSENT

3.1 TargetCo Consent Resolution

The Parties acknowledge and agree that TargetCo may obtain shareholder approval of this Agreement by way of consent resolution.

3.2 SmartWerx Consent Resolution

The Parties acknowledge and agree that SmartWerx may obtain shareholder approval of this Agreement by way of consent resolution signed by FintechWerx as the sole shareholder of SmartWerx.

3.3 Preparation of Filings

The Parties will co-operate in the preparation of any application for any required Authorization and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals, and in the preparation of any documents, reasonably deemed by any of the Parties to be necessary to discharge its respective obligations under this Agreement or otherwise advisable under Applicable Laws.

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ARTICLE 4

MUTUAL ACKNOWLEDGEMENT

4.1 Obligations under the EMT License Agreement

The FintechWerx Parties and TargetCo mutually agree that any present and future obligations of the FintechWerx Parties and TargetCo under the EMT License Agreement shall be of no further force or effect as of the Effective Date.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the FintechWerx Parties

FintechWerx and SmarxWerx, jointly and severally, hereby represents and warrants to TargetCo and hereby acknowledges that TargetCo is relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Amalgamation, that:

(a) each of FintechWerx and SmartWerx has been incorporated and validly exists under the laws of the jurisdiction of its incorporation and is in good standing under applicable corporate laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. FintechWerx and SmartWerx are duly qualified to conduct business and are in good standing in each jurisdiction in which the character of their properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect in respect of FintechWerx or SmartWerx;

(b) FintechWerx is the registered and beneficial owner of all of the issued and outstanding shares of SmartWerx. Other than as disclosed in the FintechWerx Public Disclosure Record, neither FintechWerx nor SmartWerx has any other subsidiaries and does not hold any shares or securities of any other entity and is not affiliated with, nor is it a holding corporation of, any other body corporate;

(c) FintechWerx and SmartWerx has all necessary corporate power, authority and capacity to enter into this Agreement, and to perform its obligations hereunder. The execution and delivery of this Agreement by FintechWerx and SmartWerx and the completion by FintechWerx and SmartWerx of the transactions contemplated hereby have been authorized by the FintechWerx Board and the SmartWerx Board, and subject to obtaining approval of the Registrar, no other corporate proceedings on the part of FintechWerx or SmartWerx are necessary to authorize this Agreement or the filing of the Amalgamation Application with the Registrar. This Agreement has been executed and delivered by FintechWerx and SmartWerx and constitutes a legal, valid and binding obligation of FintechWerx and SmartWerx, enforceable against FintechWerx and SmartWerx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by FintechWerx and SmartWerx of this Agreement and the performance by each of FintechWerx and

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SmartWerx of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(i) result in a violation, contravention or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

(A) the notice of articles and articles of FintechWerx or SmartWerx or the constating documents of FintechWerx or SmartWerx;

(B) any applicable Law or rule or policy of the Exchange (except that the approval of the Exchange, which is required for the completion by FintechWerx of the transactions contemplated hereby, will be applied for by FintechWerx but has not been obtained as of the date thereof); or

(C) any Material Contract to which FintechWerx or SmartWerx is bound or is subject to or of which FintechWerx and SmartWerx is the beneficiary,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on FintechWerx or SmartWerx;

(d) no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by FintechWerx or SmartWerx in connection with the execution and delivery of this Agreement or the consummation by FintechWerx and SmartWerx of the transactions contemplated hereby other than:

(i) the approval of the SmartWerx Shareholder Resolution;

(ii) the FintechWerx Shareholder Approval;

(iii) filings required under the BCBCA;

(iv) such registrations and other actions required under Applicable Securities Laws and by Securities Authorities, as contemplated by this Agreement and registrations and applications required as a result of the formation of Amalco; and

(v) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on FintechWerx;

(e) the FintechWerx Board has:

(i) determined that the Amalgamation is in the best interests of FintechWerx; and

(ii) authorized the entering into of this Agreement and authorized the performance of FintechWerx's obligations hereunder by approving the FintechWerx Resolution;

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(f) FintechWerx is a reporting issuer in good standing in the provinces of British Columbia and Ontario. The FintechWerx Shares are listed on the Exchange and, to the knowledge of FintechWerx, FintechWerx is in material compliance with the rules and regulations of the Exchange; and

(g) the FintechWerx Shares will, upon issuance in accordance with the terms of this Agreement, be duly and validly issued, fully paid and non-assessable.

5.2 Representations and Warranties of TargetCo

TargetCo hereby represents and warrants to FintechWerx and SmartWerx, and hereby acknowledges that the FintechWerx Parties are relying upon such representations and warranties in connection with entering into this Agreement and agreeing to complete the Amalgamation, as follows:

(a) TargetCo is a corporation duly incorporated or an entity duly created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary power and authority to own its property and assets and to conduct its business as now owned and conducted. TargetCo is duly qualified to conduct business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect in respect of TargetCo;

(b) the authorized capital of TargetCo consists of an unlimited number of common shares without par value of which, as of the date of this Agreement, only the TargetCo Shares set forth in schedule "A" of this Agreement were outstanding as fully paid and non-assessable shares in the capital of TargetCo;

(c) as of the date of this Agreement, TargetCo has no options, warrants, stock appreciation rights, restricted stock units, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by TargetCo of any securities of TargetCo (including TargetCo Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of TargetCo (including TargetCo Shares);

(d) all outstanding TargetCo Shares have been duly authorized and validly issued and are fully paid and non-assessable. The TargetCo Shares have been issued in compliance with all applicable Laws and Securities Laws;

(e) there are no securities of TargetCo outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the holder of the outstanding TargetCo Shares on any matter. There are no outstanding contractual or other obligations of TargetCo to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities. There are no outstanding bonds, debentures or other evidences of Indebtedness of TargetCo having the right to vote with the holder of the outstanding TargetCo Shares on any matters;

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(f) TargetCo is not a party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding shares in the capital of TargetCo or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in TargetCo and TargetCo has not adopted a shareholder rights plan;

(g) TargetCo has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by TargetCo as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by TargetCo and the completion by TargetCo of the transactions contemplated by this Agreement have been authorized by the TargetCo Board, and subject to obtaining the TargetCo Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of TargetCo are necessary to authorize this Agreement or the completion by TargetCo of the transactions contemplated hereby. This Agreement has been executed and delivered by TargetCo and constitutes a legal, valid and binding obligation of TargetCo, enforceable against TargetCo in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity. The execution and delivery by TargetCo of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:

(i) result in a violation, contravention or breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:

(A) its constating documents;

(B) any Laws, regulation, order, judgment or decree applicable to TargetCo or its or its properties or assets; or

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on TargetCo;

(ii) give rise to any right of purchase or sale, right of first refusal or right of first offer, trigger any change in control provision or any restriction or limitation under, any provision of any Material Contract of TargetCo or any material Authorization to which TargetCo is a party or to which TargetCo' properties or assets are bound;

(iii) give rise to any right of termination, cancellation, suspension or acceleration, allow any Person to exercise any material right, or cause or permit the termination, cancellation, suspension, acceleration or other change of any material right or obligation or the loss of any material benefit to which TargetCo is entitled under, any provision of any Material Contract of TargetCo or any material Authorization

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to which TargetCo is a party or to which TargetCo's properties or assets are bound; or

(iv) result in the imposition of any Lien upon any of the property or assets of TargetCo (whether owned or leased), or restrict, hinder, impair or limit the ability of TargetCo to conduct its business as and where it is now being conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect in respect of TargetCo;

(h) the execution, delivery and performance by TargetCo of its obligations under this Agreement and the consummation by TargetCo of the Amalgamation and the other transactions contemplated by this Agreement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by TargetCo other than:

(i) the TargetCo Shareholder Approval;

(ii) filings required under the BCBCA and the issuance of the Certificate of Amalgamation; and

(iii) any other consents, approvals, orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on TargetCo;

(i) the TargetCo Board has unanimously:

(i) determined that the Amalgamation is in the best interests of TargetCo;

(ii) determined to recommend that the TargetCo Shareholders vote in favour of the TargetCo Shareholder Resolution; and

(iii) authorized the entering into of this Agreement, and the performance of TargetCo's obligations hereunder;

(j) TargetCo has performed in all material respects all of its obligations required to be performed by it under the Material Contracts of TargetCo. All such Material Contracts are in full force and effect, and TargetCo is entitled to all rights and benefits thereunder in accordance with the terms thereof. TargetCo has not waived any material rights under such Material Contracts and no material default or breach exists in respect thereof on the part of TargetCo, to the knowledge of TargetCo, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts;

(k) no consents, approvals or notices are required to be obtained from, or given to, any third party under any Material Contract of TargetCo in order for TargetCo to proceed with the execution and delivery of this Agreement and the consummation of the Amalgamation and the other transactions contemplated by this Agreement;

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(l) there are no waivers, consents, notices or approvals required to complete the transactions contemplated under this Agreement from other parties to the Material Contracts of TargetCo;

(m) there is no Claim, audit, indictment or investigation against or involving TargetCo or any of its properties or assets pending or, to the knowledge of TargetCo, threatened which, if adversely determined, would reasonably be expected to have a Material Adverse Effect in respect of TargetCo or would significantly impede the ability of TargetCo to consummate the Amalgamation and, to the knowledge of TargetCo, no event has occurred which would reasonably be expected to give rise to any such Claim, audit, indictment or investigation. Neither TargetCo nor any of its assets or properties is subject to any outstanding judgment, order, writ, injunction or decree material to TargetCo taken as a whole;

(n) TargetCo has obtained and is in compliance with all material Authorizations necessary for the ownership, operation and use of the assets of TargetCo or otherwise required in connection with carrying on the business and operations of TargetCo. All such Authorizations are in full force and effect, and, to the knowledge of TargetCo, no suspension or cancellation thereof has been threatened, except for cancellation of such Authorizations as would not, individually or in the aggregate, have a Material Adverse Effect in respect of TargetCo. There is no action, investigation or proceeding pending or, to the knowledge of TargetCo threatened, regarding any such Authorizations, which if successful would, individually or in the aggregate, have a Material Adverse Effect in respect of TargetCo. Neither TargetCo nor, to the knowledge of TargetCo, any of its directors or officers, has received any notice, whether written or oral, of revocation or non-renewal or material amendments of any such Authorizations except for revocations, non-renewals or amendments which would not, individually or in the aggregate, have a Material Adverse Effect in respect of TargetCo. None of such Authorizations will in any way be affected by, or terminate or lapse by reason of, or require notice as a result of, the execution and delivery of this Agreement by TargetCo or the consummation by TargetCo of the Amalgamation or the other transactions contemplated by this Agreement;

(o) to the knowledge of TargetCo, TargetCo has complied with, and is not in violation of, any applicable Laws, other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on TargetCo;

(p) TargetCo has not received any written notices or other written correspondence from any Governmental Entity regarding any material violation (or any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any material violation) of any Law. To the knowledge of TargetCo, no investigation, inspection, audit or other proceeding by any Governmental Entity involving allegations of any material violation of any Law is threatened or contemplated;

(q) the operations of TargetCo are and have been conducted at all times in compliance with, in all material respects, Privacy Laws and no Claim by or before any Governmental Entity involving TargetCo with respect to the Privacy Laws is pending or, to the knowledge of TargetCo, threatened;

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(r) TargetCo is not a party to any Contract providing for termination notice, payment in lieu of termination notice, change of control payments, or severance payments to, or any employment or consulting agreement with, any director, officer or employee of TargetCo other than such arising from any applicable Law;

(s) there is no Contract or Authorization binding upon TargetCo that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of TargetCo or any of its Affiliates or the conduct of business by TargetCo or any of its Affiliates (including following consummation of the Amalgamation) other than any Contract or Authorization containing any such prohibition or restriction which has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect in respect of TargetCo;

(t) TargetCo has reasonable grounds for believing that no creditor of TargetCo will be prejudiced by the Amalgamation;

(u) to the knowledge of TargetCo, the TargetCo Intellectual Property is subsisting, valid and enforceable, and TargetCo has received notice of any Proceeding challenging the extent, validity or enforceability of, or TargetCo’s ownership of, any TargetCo Intellectual Property, in whole or in part, and in the case of pending applications for TargetCo Intellectual Property, TargetCo has received notice of any Proceeding seeking to oppose any such application, or have any such application canceled, re-examined or found invalid, in whole or in part;

(v) TargetCo has not permitted or licensed any other Person to use any of the TargetCo Intellectual Property, other than in connection with the EMT License Agreement. TargetCo has not agreed to indemnify any Person against any charge of infringement or other violation with respect to TargetCo Intellectual Property, other than in the EMT License Agreement;

(w) TargetCo is the sole and exclusive legal and beneficial owner of all right, title and interest in and to the TargetCo Intellectual Property;

(x) except as otherwise disclosed in this Agreement, the consummation of this Agreement will not result in the loss or impairment of, or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, TargetCo’s right to own, use or hold for use any TargetCo Intellectual Property as owned, used or held for use in the conduct of TargetCo’s business;

(y) TargetCo’s rights in the TargetCo Intellectual Property are valid, subsisting and enforceable;

(z) to the knowledge of TargetCo, all of the TargetCo Intellectual Property is owned solely by TargetCo, free and clear of any Encumbrances. To the knowledge of TargetCo, TargetCo is not obligated to provide any consideration (whether financial or otherwise) to any other Person nor is any other Person otherwise entitled to any consideration, with respect to any exercise of rights by TargetCo or the FintechWerx Parties in the TargetCo Intellectual Property;

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(aa) to the knowledge of TargetCo, there is no Proceeding (including any oppositions, interferences or re-examinations) settled, pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or violation of the TargetCo Intellectual Property of any Person by TargetCo; (ii) challenging the validity, enforceability, registrability or ownership of any TargetCo Intellectual Property or TargetCo’s rights with respect to any TargetCo Intellectual Property; or (iii) by TargetCo or any other Person alleging any infringement, misappropriation, dilution or other violation by any Person of the TargetCo Intellectual Property, and TargetCo is not a party to any other Proceeding with respect to any TargetCo Intellectual Property or any other rights arising with respect to any Intellectual Property; and

(bb) TargetCo is not required to pay any royalty or other fees to any other Person in respect of the TargetCo Intellectual Property.

5.3 Survival of Representations and Warranties

The representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

ARTICLE 6 COVENANTS

6.1 Covenants of the FintechWerx Parties

FintechWerx and SmartWerx hereby covenant and agree with TargetCo as follows:

(a) the FintechWerx Parties shall furnish promptly to TargetCo a copy of any dealings or communications with any Governmental Entity or Securities Authority in connection with, or in any way affecting, the transactions contemplated by this Agreement;

(b) the FintechWerx Parties shall:

(i) not take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification) inconsistent with the provisions of this Agreement, or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by the FintechWerx Parties in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made, or that would have a Material Adverse Effect on FintechWerx; and

(ii) promptly notify TargetCo of any material information, change or event in the business, operations, financial condition or other affairs of the FintechWerx Parties prior to Closing;

(c) the FintechWerx Parties shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is

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within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain all consents, approvals and authorizations as are required to be obtained by FintechWerx and SmartWerx under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on FintechWerx or SmartWerx;

(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;

(iii) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by the FintechWerx Parties; and

(iv) co-operate with TargetCo in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate FintechWerx or SmartWerx to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement;

(d) the FintechWerx Parties shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, certificates, resolutions, opinions and other closing documents as may be required by TargetCo, all in form satisfactory to TargetCo, acting reasonably;

(e) in its capacity as the sole shareholder of SmartWerx, FintechWerx shall take all such action as is necessary or desirable to cause SmartWerx to satisfy its obligations hereunder, including without limitation, passing a resolution approving the Amalgamation, on or prior to the Effective Date, or such other date as may be agreed to by FintechWerx and TargetCo, acting reasonably;

(f) at the Effective Time, FintechWerx will issue the FintechWerx Units to the TargetCo Shareholders who are entitled to receive the FintechWerx Units pursuant to the Amalgamation in accordance with the terms thereof;

(g) FintechWerx shall, effective as of the Effective Date, provide to the Transfer Agent a direction authorizing and directing the Transfer Agent to issue the FintechWerx Shares issuable under the Amalgamation to the TargetCo Shareholders and shall direct the Transfer Agent to distribute such FintechWerx Shares to the TargetCo Shareholders in accordance with the terms of the Amalgamation;

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6.2 Covenants of TargetCo

TargetCo hereby covenants and agrees with the FintechWerx Parties as follows:

(a) as promptly as practicable after the date hereof, TargetCo shall take all steps necessary to obtain the TargetCo Shareholder Approval;

(b) until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.2, TargetCo shall, except as required by this Agreement or as otherwise expressly contemplated by this Agreement or as required by Laws or any Governmental Entity or as consented to by FintechWerx (in its sole discretion), conduct its business in the ordinary course of business and use commercially reasonable efforts to maintain and preserve its business organization, assets, goodwill and business relationships with its customers, suppliers, vendors, creditors and employees it currently maintains. TargetCo shall promptly notify FintechWerx of any material information, change or event in the business, operations, financial condition or other affairs of TargetCo prior to Closing;

(c) until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.2, TargetCo shall not:

(i) take any action, or refrain from taking any action or permit any action to be taken or not taken (subject to a commercially reasonable efforts qualification), inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that would reasonably be expected to render, any representation or warranty made by TargetCo in this Agreement untrue or inaccurate in any material respect at any time on or before the Effective Date if then made or that would have a Material Adverse Effect on TargetCo;

(ii) except as provided for in this Agreement, issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares or other debt securities or equity securities of TargetCo or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other debt securities or equity securities of TargetCo or its subsidiaries, other than the issuance of TargetCo Shares issuable on the exercise of convertible securities existing as of the date thereof;

(iii) incur, create, assume or otherwise become liable for, any Indebtedness or any other Liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances or prepay any Indebtedness before its scheduled maturity or amend, terminate, waive or otherwise modify the definitive documentation in respect of any Indebtedness;

(iv) sell, assign, lease, exclusively license, abandon or permit to lapse, transfer or otherwise dispose of any TargetCo Intellectual Property that is material to TargetCo or its subsidiaries, other than the expiration of TargetCo Intellectual Property at the end of its statutory term;

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(v) adopt a plan of liquidation or resolution providing for the liquidation or dissolution, restructuring, recapitalization or reorganization of TargetCo or any of its subsidiaries; or

(vi) other than as is necessary to comply with Laws or any contract in effect as of the date hereof:

(A) grant to, or agree or promise to grant to, any current or former officer, director, manager, employee, independent contractor or consultant of TargetCo or any of its subsidiaries an increase in salary or other form of compensation or benefits or grant any new form of compensation or benefits, except for wage and/or salary increases to non-directors, non-executives, and non-officers made in the ordinary course;

(B) make any loan to any officer, employee, consultant or director of TargetCo or any of its subsidiaries;

(C) take any action with respect to the grant of, acceleration of, or increase of, any severance, change of control, transaction, retention, bonus or termination pay to, or enter into, establish, amend or terminate any employment agreement, service agreement, deferred compensation or other similar agreement with, or hire, or terminate employment or service (except for just cause or poor performance, and the backfill of those positions in the ordinary course) of, any current or former officer, director, employee, manager, independent contractor, or consultant of TargetCo or any of its subsidiaries; or

(D) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of TargetCo or any of its subsidiaries;

(d) TargetCo shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

(i) obtain the TargetCo Shareholder Approval in accordance with the BCBCA and the requirements of any applicable regulatory authority;

(ii) promptly advise FintechWerx of the number of TargetCo Shares for which TargetCo receives notices of dissent or written objections to the Amalgamation;

(iii) have a senior officer execute an Affidavit to be delivered in connection with the Amalgamation Application and take all actions required in relation to the swearing of such Affidavit;

(iv) obtain all other consents, approvals and authorizations as are required to be obtained by TargetCo under any applicable Laws or from any Governmental

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Entity, Security Authority or other third parties, including any third party consents and the filing of any notices, that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on TargetCo;

(v) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

(vi) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement or the transactions contemplated hereby, or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the TargetCo Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, TargetCo advises FintechWerx in writing that it has received such advice and provides written details thereof to FintechWerx;

(vii) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by TargetCo; and

(viii) co-operate with the FintechWerx Parties in connection with the performance by FintechWerx of its obligations hereunder, provided however that the foregoing shall not be construed to obligate TargetCo to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement;

(e) TargetCo shall make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws;

(f) TargetCo shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of TargetCo contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date; and

(g) TargetCo shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, certificates, opinions, resolutions and other closing documents as may be required by FintechWerx, all in form satisfactory to FintechWerx, acting reasonably.

6.3 Mutual Covenants of TargetCo and FintechWerx

(a) Each of TargetCo and the FintechWerx Parties hereby agrees from the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.2:

(i) not to take any action that would prevent the Amalgamation from being consummated on the terms contemplated by this Agreement; and
(ii) to cooperate fully with each other and to use their reasonable efforts to complete the Amalgamation.

ARTICLE 7

CONDITIONS

7.1 Mutual Conditions in Favour of TargetCo and FintechWerx

The respective obligations of FintechWerx, SmartWerx and TargetCo to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below:

(a) the SmartWerx Shareholder Approval and the TargetCo Shareholder Approval shall have been obtained in accordance with the provisions of the BCBCA and the requirements of any applicable regulatory authority;
(b) FintechWerx shall have obtained the FintechWerx Shareholder Approval;
(c) each of the FintechWerx Parties and the TargetCo shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by FintechWerx, SmartWerx and TargetCo, to permit the consummation of the Amalgamation and all other matters contemplated in this Agreement;
(d) the Parties shall have obtained all consents, approvals and authorizations as are required to be obtained under any applicable Laws, including the policies of the Exchange, or from any Governmental Entity or Security Authorities that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement;
(e) the number of TargetCo Shares that are the subject of a notice of TargetCo Dissent Rights that has not been withdrawn shall not exceed 10% of the total number of TargetCo Shares issued and outstanding prior to the Effective Time;
(f) there shall be no material legal proceedings or threatened material legal proceedings involving TargetCo, FintechWerx, SmartWerx and/or the Amalgamation;
(g) the distribution of the FintechWerx Units, and the FintechWerx Shares issuable upon the exercise of the FintechWerx $0.10 Half Warrants and FintechWerx $0.15 Half Warrants pursuant to the Amalgamation shall be exempt from prospectus and registration requirements under Applicable Securities Laws of Canada; and
(h) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Amalgamation.

The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of TargetCo and the FintechWerx Parties in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties.

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7.2 FintechWerx Conditions

The obligation of the FintechWerx Parties to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) the representations and warranties made by TargetCo in this Agreement shall be true in all material respects at the Effective Time with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct;

(b) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of TargetCo;

(d) the FintechWerx Parties shall be satisfied that following the closing of the Amalgamation there will be no outstanding rights to acquire TargetCo Shares and FintechWerx and its Affiliates or any amalgamated issuer will own, or be amalgamated with, 100% of the TargetCo Shares, free and clear of all claims, liens and encumbrances;

(e) the TargetCo Board shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by TargetCo and FintechWerx to permit the consummation of the Amalgamation and the transactions to be completed by TargetCo pursuant to the terms of this Agreement;

(f) TargetCo shall have furnished the FintechWerx Parties with:

(i) certified copies of the resolutions duly passed by the TargetCo Board approving this Agreement and the consummation of the transactions contemplated hereby;

(ii) certified copy of the TargetCo Shareholder Resolution approved by the TargetCo Shareholder;

(iii) a certificate of TargetCo addressed to FintechWerx and SmartWerx and dated the Effective Date, signed on behalf of TargetCo by a senior officer of TargetCo, confirming that the conditions in Section 7.2(a), 7.2(b) and 7.2(c) have been satisfied; and

(iv) such other closing documents as may be requested by FintechWerx, acting reasonably.

The foregoing conditions are for the benefit of the FintechWerx Parties and may be waived, in whole or in part, by FintechWerx in writing at any time. No such waiver shall be of any effect unless it is in writing signed by FintechWerx.

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7.3 TargetCo Conditions

The obligation of TargetCo to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Effective Time or such other time as is specified below:

(a) the representations and warranties made by the FintechWerx Parties in this Agreement shall be true in all material respects at the Effective Time with the same effect as though such representations and warranties had been made at and as of such time, other than in respect of representations and warranties qualified by materiality which representations and warranties shall be true and correct;

(b) from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Change in respect of the FintechWerx Parties;

(d) the FintechWerx Board shall have adopted the FintechWerx Resolution and any other necessary resolutions, and all other necessary corporate action shall have been taken by FintechWerx to permit the consummation of the Amalgamation and the transactions to be completed by FintechWerx pursuant to the terms of this Agreement;

(e) the FintechWerx Parties shall have furnished TargetCo with:

(i) certified copies of the resolutions duly passed by the boards of directors of FintechWerx and SmartWerx approving this Agreement and the consummation of the transactions contemplated hereby;

(ii) certified copies of the resolutions of FintechWerx, as the sole shareholder of SmartWerx, approving this Agreement and the consummation of the transactions contemplated hereby;

(iii) a certificate of FintechWerx and SmartWerx, respectively, addressed to TargetCo and dated the Effective Date, signed on behalf of FintechWerx by a senior officer of FintechWerx, confirming that the conditions in Section 7.3(a), 7.3(b) and 7.3(c) have been satisfied; and

(iv) such other closing documents as may be requested by TargetCo, acting reasonably.

The foregoing conditions are for the benefit of TargetCo and may be waived, in whole or in part, by TargetCo in writing at any time. No such waiver shall be of any effect unless it is in writing signed by TargetCo.

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ARTICLE 8

AMENDMENT AND TERMINATION

8.1 Amendment

This Agreement may, at any time and from time to time be amended by mutual written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the FintechWerx Shareholders or the TargetCo Shareholders, and any such amendment may, without limitation:

(a) change the time for the performance of any of the obligations or acts of any of the Parties;

(b) waive any inaccuracies in, or modify, any representation or warranty contained herein or in any document delivered pursuant hereto;

(c) waive compliance with, or modify, any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the parties hereto; and

(d) waive compliance with, or modify, any condition herein contained,

provided, however, that, no such amendment shall change materially the provisions hereof regarding the consideration to be received by the TargetCo Shareholders without approval by such TargetCo Shareholders given in the same manner as required for the approval of the Amalgamation.

8.2 Termination

This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement by FintechWerx, TargetCo and SmartWerx;

(b) by FintechWerx, if any condition in Section 7.2 is not satisfied or waived in accordance with such section;

(d) by FintechWerx or by TargetCo, if any of the conditions in Section 7.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section 7.1;

(e) by TargetCo if there is a material breach of the covenants of the FintechWerx Parties contained herein by the FintechWerx Parties or any of its directors, officers, employees, agents, consultants or other Representatives, in each case on or before the Effective Date, which breach cannot be cured; or

(f) by FintechWerx if there is a material breach of the covenants of TargetCo contained herein by TargetCo or any of its directors, officers, employees, agents, consultants or other Representatives, in each case on or before the Effective Date, which breach cannot be cured,

29 -

provided that any termination by a Party in accordance with the paragraphs above shall be made by such Party delivering written notice thereof to the other Parties prior to the Effective Date and specifying therein in reasonable detail the matter or matters giving rise to such termination right.

ARTICLE 9

CLOSING

9.1 Closing Matters

The Amalgamation will be completed on the Effective Date, at such location and time as is mutually agreed to by FintechWerx and TargetCo. Notwithstanding the location of the Closing, each Party agrees that the Closing may be completed by undertakings or the email exchange of documents between the respective legal counsel for FintechWerx and TargetCo, provided such undertakings and exchanges are satisfactory to each Party's respective legal counsel.

ARTICLE 10

GENERAL

10.1 Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and shall be delivered by hand to the Party or Parties to which the notice is to be given at the following address or sent by electronic means to the following numbers or to such other address or email address as shall be specified by such other Party or Parties by like notice. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day or, if not, then the next succeeding Business Day) and if sent by electronic means be deemed to have been given and received at the time of receipt (if a Business Day or, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service of each of the Parties shall be as follows:

If to FintechWerx or SmartWerx:

Fintechwerx International Software Services Inc.
315 - 1275 West 6th Avenue
Vancouver, British Columbia, V6H 1A6
Attention: Nafees Khan
Email: [email protected]

30 -

With a copy to (which will not constitute notice):

Cozen O' Connor
Bentall 5 - 550 Burrard Street
Vancouver, British Columbia, V6C 2B5
Attention: Virgil Hlus
Email: [email protected]

If to TargetCo or the TargetCo Shareholders:

1378871 B.C. Ltd.
315 - 1275 West 6th Avenue
Vancouver, British Columbia, V6H 1A6
Attention: Francisco Carasquero
Email: [email protected]

10.2 Expenses

The Parties agree that each Party shall pay for its costs incurred in connection with this Agreement and the transactions contemplated hereby, including legal and accounting fees, printing costs, financial advisor fees and all disbursements by advisors, and that nothing in this Agreement shall be construed so as to prevent the payment of such expenses, whether or not the Amalgamation is completed. The provisions of this Section 10.2 shall survive the termination of this Agreement.

10.3 Time of the Essence

Time shall be of the essence in this Agreement.

10.4 Entire Agreement

This Agreement together with any agreements and other documents herein or therein referred to, constitutes the sole and entire agreement between the Parties pertaining to the subject matter thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter thereof. There are no representations, warranties, covenants or conditions with respect to the subject matter thereof except as contained herein.

10.5 Schedules

The schedules attached hereto are incorporated herein and expressly intended to be part of this Agreement.

10.6 Severability

If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such covenant or other provision will be severed from and will not affect any other covenant or other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable covenant or provision had never been contained in this Agreement. All other covenants and provisions of this

31 -

Agreement will, nevertheless, remain in full force and effect, and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.

10.7 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Amalgamation.

10.8 Governing Law

This Agreement shall be governed by, and be construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

10.9 Execution in Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same. Delivery of an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering an executed counterpart of the signature page to this Agreement by facsimile, email or other functionally equivalent electronic means of transmission to any other Party shall thereafter also promptly deliver a manually executed original counterpart of this Agreement to such other Party, but the failure to deliver such manually executed original counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

10.10 Waiver

No waiver or release by any Party shall be effective unless in writing and executed by the Party granting such waiver or release and any waiver or release shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. Waivers may only be granted upon compliance with the provisions governing amendments set forth in Section 8.1.

10.11 No Personal Liability

No director, officer or employee of FintechWerx shall have any personal liability to TargetCo under this Agreement. No director, officer or employee of TargetCo shall have any personal liability to FintechWerx under this Agreement.

10.12 Enurement and Assignment

This Agreement shall enure to the benefit of the Parties and their respective successors and permitted assigns and shall be binding upon the Parties and their respective successors. This

32 -
Agreement may not be assigned by any Party without the prior written consent of the other Parties.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC.

Per: "Nafees Khan"
Nafees Khan
Authorized Signatory

1378871 B.C. LTD.

Per: "Francisco Carasquero"
Francisco Kent Carasquero
Authorized Signatory

SMARTWERX SOLUTIONS INC.

Per: "Nafees Khan"
Nafees Khan
Authorized Signatory

A-1

SCHEDULE A
LIST OF TARGETCO SHAREHOLDERS

Name and Address of TargetCo Shareholder	TargetCo Shares Held Prior to the Effective Date	Percentage of TargetCo Shares held Prior to the Effective Date	Number of FintechWerx Units Issuable to TargetCo Shareholder on the Effective Date
Looking Glass Media Limited	150,100	*	150,100
Manford Limited	2,050,000	10.25%	2,050,000
Inzik Investments Inc.	750,000	3.75%	750,000
Honmax Investments Limited	2,000,000	10.00%	2,000,000
Cai Zhijun	1,975,000	9.88%	1,975,000
Wang Zhixia	1,900,000	9.50%	1,900,000
Expressway Enterprises Limited	2,000,000	10.00%	2,000,000
Venda Distributors Inc.	2,000,000	10.00%	2,000,000

A-2


Audendum Investments Inc	1,150,000	5.75%	1,150,000
AR62 Holdings Inc.	2,075,000	10.38%	2,075,000
Henley Holdings Corp	750,000	3.75%	750,000
Andy Lewis	750,000	3.75%	750,000
13390365 Canada Association	500,000	2.50%	500,000
Carmelo Mamertino	605,000	3.03%	605,000
Mike Del Debbio	500,000	2.50%	500,000
Derek John Keall	300,000	1.50%	300,000
Zaman Valli Hasham	300,000	1.50%	300,000

A-3


Anne Vanderhaak	10,000	*	10,000
Bishop Carasquero	45,000	*	45,000
Samuel Carasquero	39,900	*	39,900
Dylan Callum	40,000	*	40,000
Clarence Hofsink	110,000	*	110,000
TOTAL	20,000,000	100%	20,000,000

means less than 1%

B-1

SCHEDULE B

ARTICLES OF AMALCO

[see attached]

BC1511812

BUSINESS CORPORATIONS ACT

ARTICLES

SMARTWERX SOLUTIONS INC.

Part 1 – Interpretation...1
Part 2 – Shares and Share Certificates...2
Part 3 – Issue of Shares...3
Part 4 – Share Transfers...3
Part 5 – Acquisition of Shares...4
Part 6 – Borrowing Powers...4
Part 7 – General Meetings...4
Part 8 – Proceedings at Meetings of Shareholders...6
Part 9 – Alterations and Resolutions...9
Part 10 – Votes of Shareholders...10
Part 11 – Directors...13
Part 12 – Election and Removal of Directors...15
Part 13 – Proceedings of Directors...21
Part 14 – Committees of Directors...23
Part 15 – Officers...24
Part 16 – Certain Permitted Activities of Directors...24
Part 17 – Indemnification...25
Part 18 – Auditor...25
Part 19 – Dividends...25
Part 20 – Accounting Records...26
Part 21 – Execution of Instruments...26
Part 22 – Notices...27
Part 23 – Restriction on Share Transfer...28
Part 24 – Special Rights and Restrictions...29

BC1511812

BUSINESS CORPORATIONS ACT
ARTICLES
OF
SMARTWERX SOLUTIONS INC.
(the "Company")

PART 1- INTERPRETATION

1.1 Definitions

Without limiting Article 1.2, in these Articles, unless the context requires otherwise:

(a) "adjourned meeting" means the meeting to which a meeting is adjourned under Article 8.6 or 8.9;
(b) "board" and "directors" mean the board of directors of the Company for the time being;
(c) "Business Corporations Act" means the Business Corporations Act, S.B.C. 2002, c.57, and includes its regulations;
(d) "Company" means Smartwerx Solutions Inc.;
(e) "Interpretation Act" means the Interpretation Act, R.S.B.C. 1996, c. 238; and
(f) "trustee", in relation to a shareholder, means the personal or other legal representative of the shareholder, and includes a trustee in bankruptcy of the shareholder.

1.2 Business Corporations Act definitions apply

The definitions in the Business Corporations Act apply to these Articles.

1.3 Interpretation Act applies

The Interpretation Act applies to the interpretation of these Articles as if these Articles were an enactment.

1.4 Conflict in definitions

If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles.

1.5 Conflict between Articles and legislation

If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2 - SHARES AND SHARE CERTIFICATES

2.1 Form of share certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.2 Shareholder Entitled to Certificate or Acknowledgement

Unless the shares are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgement of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.3 Sending of share certificate

Any share certificate to which a shareholder is entitled may be sent to the shareholder by mail and neither the Company nor any agent is liable for any loss to the shareholder because the certificate sent is lost in the mail or stolen.

2.4 Replacement of worn out or defaced certificate

If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to them of the certificate and on such other terms, if any, as they think fit:

(a) order the certificate to be cancelled; and
(b) issue a replacement share certificate.

2.5 Replacement of lost, stolen or destroyed certificate

If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that certificate if the directors receive:

(a) proof satisfactory to them that the certificate is lost, stolen or destroyed; and
(b) any indemnity the directors consider adequate.

2.6 Splitting share certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two (2) or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company must cancel the surrendered certificate and issue replacement share certificates in accordance with that request.

2.7 Shares may be uncertificated

Notwithstanding any other provisions of this Part, the directors may, by resolution, provide that:

(a) the shares of any or all of the classes and series of the Company's shares may be uncertificated shares; or

(b) any specified shares may be uncertificated shares.

PART 3 - ISSUE OF SHARES

3.1 Directors authorized to issue shares

The directors may, subject to the rights of the holders of the issued shares of the Company, issue, allot, sell, grant options on or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors and officers, in the manner, on the terms and conditions and for the issue prices that the directors, in their absolute discretion, may determine.

3.2 Company need not recognize unregistered interests

Except as required by law or these Articles, the Company need not recognize or provide for any person's interests in or rights to a share unless that person is the shareholder of the share.

PART 4 - SHARE TRANSFERS

4.1 Recording or registering transfer

A transfer of shares of the Company must not be registered:

(a) unless a duly signed instrument of transfer in respect of the shares has been received by the Company and the certificate (or acceptable documents pursuant to Article 2.5 hereof) representing the shares to be transferred has been surrendered and cancelled; or

(b) if no certificate has been issued by the Company in respect of the shares, unless a duly signed instrument of transfer in respect of the shares has been received by the Company.

4.2 Form of instrument of transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

4.3 Signing of instrument of transfer

If a shareholder, or its, his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or

(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate is deposited for the purpose of having the transfer registered.

4.4 Enquiry as to title not required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is

named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

4.5 Transfer fee

There must be paid to the Company, in relation to the registration of any transfer, the amount determined by the directors from time to time.

PART 5 - ACQUISITION OF SHARES

5.1 Company authorized to purchase shares

Subject to the special rights and restrictions attached to any class or series of shares, the Company may, if it is authorized to do so by the directors, purchase or otherwise acquire any of its shares.

5.2 Company authorized to accept surrender of shares

The Company may, if it is authorized to do so by the directors, accept a surrender of any of its shares.

5.3 Company authorized to convert fractional shares into whole shares

The Company may, if it is authorized to do so by the directors, convert any of its fractional shares into whole shares in accordance with, and subject to the limitations contained in, the Business Corporations Act.

PART 6 - BORROWING POWERS

6.1 Powers of directors

The directors may from time to time on behalf of the Company:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person, and at any discount or premium and on such other terms as they consider appropriate;

(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future assets and undertaking of the Company.

PART 7 - GENERAL MEETINGS

7.1 Annual general meetings

Unless an annual general meeting is deferred or waived in accordance with section 182(2)(a) or (c) of the Business Corporations Act, the Company must hold its first annual general meeting

within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.

7.2 When annual general meeting is deemed to have been held

If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 7.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

7.3 Calling of shareholder meetings

The directors may, whenever they think fit, call a meeting of shareholders.

7.4 Notice for meetings of shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting and to each director, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;
(b) otherwise, 10 days.

7.5 Record date for notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days;
(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

7.6 Record date for voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set as provided above, the record date for determining the shareholders entitled to vote at the meeting shall be 5:00 p.m. the day before the meeting.

7.7 Failure to give notice and waiver of notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

7.8 Notice of special business at meetings of shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 8.1, the notice of meeting must:

(a) state the general nature of the special business; and
(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice, and
(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

PART 8 - PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

8.1 Special business

At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting or the election or appointment of directors;
(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of or voting at the meeting,
(ii) consideration of any financial statements of the Company presented to the meeting,
(iii) consideration of any reports of the directors or auditor,
(iv) the setting or changing of the number of directors,
(v) the election or appointment of directors,
(vi) the appointment of an auditor,
(vii) the setting of the remuneration of an auditor,
(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution, and
(ix) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

8.2 Special resolution

The votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

8.3 Quorum

Subject to the special rights and restrictions attached to the shares of any affected class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one or more persons, present in person or by proxy.

8.4 Other persons may attend

The directors, the president, if any, the secretary, if any, and any lawyer or auditor for the Company are entitled to attend any meeting of shareholders, but if any of those shareholders do attend a meeting of shareholders, that person is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

8.5 Requirement of quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote at the meeting is present at the commencement of the meeting.

8.6 Lack of quorum

If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved; and
(b) in the case of any other meeting of shareholders, the shareholders entitled to vote at the meeting who are present, in person or by proxy, at the meeting may adjourn the meeting to a set time and place.

8.7 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any;
(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

8.8 Alternate chair

At any meeting of shareholders, the directors present must choose one of their number to be chair of the meeting if:

(a) there is no chair of the board or president present within 15 minutes after the time set for holding the meeting;
(b) the chair of the board and the president are unwilling to act as chair of the meeting; or

(c) if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting. If, in any of the foregoing circumstances, all of the directors present decline to accept the position of chair or fail to choose one of their number to be chair of the meeting, or if no director is present, the shareholders present in person or by proxy must choose any person present at the meeting to chair the meeting.

8.9 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

8.10 Notice of adjourned meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

8.11 Motion need not be seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

8.12 Manner of taking a poll

Subject to Article 8.13, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within 7 days after the date of the meeting, as the chair of the meeting directs, and
(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be a resolution of, and passed at, the meeting at which the poll is demanded; and
(c) the demand for the poll may be withdrawn.

8.13 Demand for a poll on adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

8.14 Demand for a poll not to prevent continuation of meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

8.15 Poll not available in respect of election of chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

8.16 Casting of votes on poll

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

8.17 Chair must resolve dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the same, and his or her determination made in good faith is final and conclusive.

8.18 Chair has no second vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

8.19 Declaration of result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting.

8.20 Meetings by telephone or other communications medium

A shareholder or proxy holder who is entitled to participate in a meeting of shareholders may do so in person, or by telephone or other communications medium, if all shareholders and proxy holders participating in the meeting are able to communicate with each other; provided, however, that nothing in this Section shall obligate the Company to take any action or provide any facility to permit or facilitate the use of any communications medium at a meeting of shareholders. If one or more shareholders or proxy holders participate in a meeting of shareholders in a manner contemplated by this Article 8.20:

(a) each such shareholder or proxy holder shall be deemed to be present at the meeting; and

(b) the meeting shall be deemed to be held at the location specified in the notice of the meeting.

PART 9 - ALTERATIONS AND RESOLUTIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by resolution of the directors:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number

10 -

of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(i) decrease the par value of those shares,

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares,

(iii) subdivide all or any of its unissued or fully paid issued shares with par value into shares of smaller par value, or

(iv) consolidate all or any of its unissued or fully paid issued shares with par value into shares of larger par value;

(d) subdivide or consolidate all or any of its unissued or fully paid issued shares without par value;

(e) change all or any of its unissued or fully paid issued shares with par value into shares without par value or all or any of its unissued shares without par value into shares with par value;

(f) alter the identifying name of any of its shares; or

(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2 Change of Name

The Company may by resolution of the directors authorize an alteration to its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.3 Other Alterations or Resolutions

If the Business Corporations Act does not specify:

(a) the type of resolution and these Articles do not specify another type of resolution, the Company may by resolution of the directors authorize any act of the Company, including without limitation, an alteration of these Articles; or

(b) the type of shareholders' resolution and these Articles do not specify another type of shareholders' resolution, the Company may by ordinary resolution authorize any act of the Company.

PART 10 - VOTES OF SHAREHOLDERS

10.1 Voting rights

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 10.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote; and

(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy.

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10.2 Trustee of shareholder may vote

A person who is not a shareholder may vote on a resolution at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting in relation to that resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be considered, or satisfies all of the directors present at the meeting, that the person is a trustee for a shareholder who is entitled to vote on the resolution.

10.3 Votes by joint shareholders

If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders, but not both or all, may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint shareholder present whose name stands first on the central securities register in respect of the share is alone entitled to vote in respect of that share.

10.4 Trustees as joint shareholders

Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of Article 10.3, deemed to be joint shareholders.

10.5 Representative of a corporate shareholder

If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must

(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least two (2) business days before the day set for the holding of the meeting, or

(ii) unless the notice of the meeting provides otherwise, be provided, at the meeting, to the chair of the meeting; and

(b) if a representative is appointed under this Article 10.5:

(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder, and

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

10.6 When proxy provisions do not apply

Articles 10.7 to 10.13 do not apply to the Company if and for so long as it is a public company.

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10.7 Appointment of proxy holder

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint a proxy holder to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

10.8 Alternate proxy holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

10.9 When proxy holder need not be shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 10.5;

(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

10.10 Form of proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

(Name of Company)

The undersigned, being a shareholder of the above named Company, hereby appoints ... or, failing that person, ... as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on the day of and at any adjournment of that meeting.

Signed this ... day of ..., ...

...

Signature of shareholder

10.11 Provision of proxies

A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice or, if no number of days is specified, two (2) business days before the day set for the holding of the meeting; or

(b) unless the notice of the meeting provides otherwise, be provided at the meeting to the chair of the meeting.

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10.12 Revocation of proxies

Subject to Article 10.13, every proxy may be revoked by an instrument in writing that is:

(a) 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
(b) provided at the meeting to the chair of the meeting.

10.13 Revocation of proxies must be signed

An instrument referred to in Article 10.12 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her trustee; or
(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 10.5.

10.14 Validity of proxy votes

A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) 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
(b) by the chair of the meeting, before the vote is taken.

10.15 Production of evidence of authority to vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

10.16 Chair May Determine Validity of Proxy

Unless prohibited by applicable law, the chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Article 10 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at the meeting and any such determination made in good faith shall be final, conclusive and binding upon the meeting.

PART 11 - DIRECTORS

11.1 First directors; number of directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 12.7, is set at:

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(a) subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company's first directors;

(b) if the Company is a public company, the greater of three and the number most recently elected by ordinary resolution (whether or not previous notice of the resolution was given); and

(c) if the Company is not a public company, the number most recently elected by ordinary resolution (whether or not previous notice of the resolution was given).

11.2 Change in number of directors

If the number of directors is set under Articles 11.1(b) or 11.1(c):

(a) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(b) if, contemporaneously with setting that number, the shareholders do not elect or appoint the directors needed to fill vacancies in the board of directors up to that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

11.3 Directors' acts valid despite vacancy

An act or proceeding of the directors is not invalid merely because fewer directors have been appointed or elected than the number of directors set or otherwise required under these Articles.

11.4 Qualifications of directors

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

11.5 Remuneration of directors

The directors are entitled to the remuneration, if any, for acting as directors as the directors may from time to time determine. If the directors so decide, the remuneration of the directors will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to a director in such director's capacity as an officer or employee of the Company.

11.6 Reimbursement of expenses of directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

11.7 Special remuneration for directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

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11.8 Gratuity, pension or allowance on retirement of director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

PART 12 - ELECTION AND REMOVAL OF DIRECTORS

12.1 Election at annual general meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 7.2:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in the unanimous resolution appoint, a board of directors consisting of up to the number of directors for the time being set under these Articles; and

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

12.2 Consent to be a director

No election, appointment or designation of an individual as a director is valid unless:

(a) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

12.3 Failure to elect or appoint directors

If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 7.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 7.2, to elect or appoint any directors;

then each director in office at such time continues to hold office until the earlier of:

(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

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12.4 Directors may fill casual vacancies

Any casual vacancy occurring in the board of directors may be filled by the remaining directors.

12.5 Remaining directors' power to act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or for the purpose of summoning a meeting of shareholders to fill any vacancies on the board of directors or for any other purpose permitted by the Business Corporations Act.

12.6 Shareholders may fill vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, and the directors have not filled the vacancies pursuant to Article 12.5 above, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

12.7 Additional directors

Notwithstanding Articles 11.1 and 11.2, between annual general meetings or unanimous resolutions contemplated by Article 7.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 12.7 must not at any time exceed:

(a) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 12.7.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 12.1(a), but is eligible for re-election or re-appointment.

12.8 Ceasing to be a director

A director ceases to be a director when:

(a) the term of office of the director expires;
(b) the director dies;
(c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(d) the director is removed from office pursuant to Articles 12.9 or 12.10.

12.9 Removal of director by shareholders

The Shareholders may, by special resolution, remove any director before the expiration of his or her term of office, and may, by ordinary resolution, elect or appoint a director to fill the resulting vacancy. If the shareholders do not contemporaneously elect or appoint a director to fill the vacancy created by the removal of a director, then the directors may appoint, or the shareholders may elect or appoint by ordinary resolution, a director to fill that vacancy.

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12.10 Removal of director by directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

12.11 Nominations of directors

(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company.

(b) Nominations of persons for election to the board may be made at any annual meeting of shareholders or at any special meeting of shareholders (if one of the purposes for which the special meeting was called was the election of directors):

(i) by or at the direction of the board, including pursuant to a notice of meeting,

(ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act, or

(iii) by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving of the notice provided for below in this Article 12.11 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 12.11.

(c) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof (as provided for in Article 12.11(d)) in proper written form to the secretary of the Company at the principal executive offices of the Company.

(d) To be timely, a Nominating Shareholder’s notice to the secretary of the Company must be given:

(i) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be given not later than the close of business on the tenth (10th) day after the Notice Date in respect of such meeting; and

(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

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In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

(e) To be in proper written form, a Nominating Shareholder's notice to the secretary of the Company must set forth:

(i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person during the past five years; (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (D) a statement as to whether such person would be "independent" of the Company (as such term is defined under Applicable Securities Laws (as defined below)) if elected as a director at such meeting and the reasons and basis for such determination; (E) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Nominating Shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting jointly or in concert therewith, on the one hand, and such nominee, and his or her respective associates, or others acting jointly or in concert therewith, on the other hand; and (F) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and

(ii) as to the Nominating Shareholder giving the notice: (A) any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company; (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of the record by the Nominating Shareholder as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (C) any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below).

(f) The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee.

(g) The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions set forth in this Article 12.11

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and, if any proposed nomination is not in compliance with such provisions, to declare that such defective nomination shall be disregarded.

(h) For purposes of this Article 12.11:

(i) "Affiliate", when used to indicate a relationship with a person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person;

(ii) "Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

(iii) "Associate", when used to indicate a relationship with a specified person, means:

A. any corporation or trust of which such person beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding,

B. any partner of that person,

C. any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity,

D. a spouse of such specified person,

E. any person of either sex with whom such specified person is living in a conjugal relationship outside marriage, or

F. any relative of such specified person or of a person mentioned in clauses D or E of this definition if that relative has the same residence as the specified person;

(iv) "Derivatives Contract" means a contract between two parties (the "Receiving Party" and the "Counterparty") that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the "Notional Securities"), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts;

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(v) "owned beneficially" or "owns beneficially" means, in connection with the ownership of shares in the capital of the Company by a person:

A. any such shares as to which such person or any of such person's Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing,

B. any such shares as to which such person or any of such person's Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing,

C. any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty's Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person's Affiliates or Associates is a Receiving Party; provided, however, that the number of shares that a person owns beneficially pursuant to this clause in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty's Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty's Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate, and

D. any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities, and

(vi) "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

(i) Notwithstanding any other provision of this Article 12.11, notice given to the secretary of the Company pursuant to this Article 12.11 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to

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time by the secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid, provided that receipt of confirmation of such transmission has been received) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

(j) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 12.11.

PART 13 - PROCEEDINGS OF DIRECTORS

13.1 Meetings of directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place and at the time that the board may by resolution from time to time determine.

13.2 Chair of meetings

Meetings of directors are to be chaired by:

(a) the chair of the board, if any;

(b) in the absence of the chair of the board, the president, if any, if the president is a director; or

(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting,

(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting, or

(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

13.3 Voting at meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

13.4 Meetings by telephone or other communications medium

A director may participate in a meeting of the directors or of any committee of the directors in person, or by telephone or other communications medium, if all directors participating in the meeting are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 13.4 is deemed for all purposes of the Business

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Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

13.5 Who may call extraordinary meetings

A director may call a meeting of the board at any time. The secretary, if any, must on request of a director, call a meeting of the board.

13.6 Notice of extraordinary meetings

Subject to Articles 13.7 and 13.8, if a meeting of the board is called under Article 13.5, reasonable notice of that meeting, specifying the place, date and time of that meeting, must be given to each of the directors:

(a) by mail addressed to the director’s address as it appears on the books of the Company or to any other address provided to the Company by the director for this purpose;

(b) by leaving it at the director’s prescribed address or at any other address provided to the Company by the director for this purpose; or

(c) orally, by delivery of written notice or by telephone, voice mail, e-mail, fax or any other method of legibly transmitting messages.

13.7 When notice not required

It is not necessary to give notice of a meeting of the directors to a director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed;

(b) the director has filed a waiver under Article 13.9; or

13.8 Meeting valid despite failure to give notice

The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.

13.9 Waiver of notice of meetings

Any director may file with the Company a notice waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal.

13.10 Effect of waiver

After a director files a waiver under Article 13.9 with respect to future meetings of the directors, and until that waiver is withdrawn, notice of any meeting of the directors need not be given to that director unless the director otherwise requires in writing to the Company.

13.11 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is a majority of the directors.

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13.12 If only one director

If, in accordance with Article 11.1, the number of directors is one, the quorum necessary for the transaction of the business of the directors is one director, and that director may constitute a meeting.

PART 14 - COMMITTEES OF DIRECTORS

14.1 Appointment of committees

The directors may, by resolution:

(a) appoint one or more committees consisting of the director or directors that they consider appropriate;

(b) delegate to a committee appointed under paragraph (a) any of the directors' powers, except:

(i) the power to fill vacancies in the board,

(ii) the power to change the membership of, or fill vacancies in, any committee of the board, and

(iii) the power to appoint or remove officers appointed by the board; and

14.2 Obligations of committee

Any committee formed under Article 14.1, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and

(b) report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after the act or thing has been done.

14.3 Powers of board

The board may, at any time:

(a) revoke the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation or overriding;

(b) terminate the appointment of, or change the membership of, a committee; and

14.4 Committee meetings

Subject to Article 14.2(a):

(a) the members of a directors' committee may meet and adjourn as they think proper;

(b) a directors' committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

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(d) questions arising at any meeting of a directors' committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.

PART 15 - OFFICERS

15.1 Appointment of officers

The board may, from time to time, appoint a president, secretary or any other officers that it considers necessary or desirable, and none of the individuals appointed as officers need be a member of the board.

15.2 Functions, duties and powers of officers

The board may, for each officer:

(a) determine the functions and duties the officer is to perform;

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

15.3 Remuneration

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are subject to termination at the pleasure of the board.

PART 16 - CERTAIN PERMITTED ACTIVITIES OF DIRECTORS

16.1 Other office of director

A director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.2 No disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise.

16.3 Professional services by director or officer

Subject to compliance with the provisions of the Business Corporations Act, a director or officer of the Company, or any corporation or firm in which that individual has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such corporation or firm is entitled to remuneration for professional services as if that individual were not a director or officer.

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16.4 Remuneration and benefits received from certain entities

A director or officer may be or become a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.

PART 17 - INDEMNIFICATION

17.1 Indemnification of directors

The directors must cause the Company to indemnify its directors and former directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of the Business Corporations Act.

17.2 Deemed contract

Each director is deemed to have contracted with the Company on the terms of the indemnity referred to in Article 17.1.

PART 18 - AUDITOR

18.1 Remuneration of an auditor

The directors may set the remuneration of the auditor of the Company without the prior approval of the shareholders.

18.2 Waiver of appointment of an auditor

The Company shall not be required to appoint an auditor if all of the shareholders of the Company, whether or not their shares otherwise carry the right to vote, resolve by a unanimous resolution to waive the appointment of an auditor. Such waiver may be given before, on or after the date on which an auditor is required to be appointed under the Business Corporations Act, and is effective for one financial year only.

PART 19 - DIVIDENDS

19.1 Declaration of dividends

Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the directors may from time to time declare and authorize payment of any dividends the directors consider appropriate.

19.2 No notice required

The directors need not give notice to any shareholder of any declaration under Article 19.1.

19.3 Directors may determine when dividend payable

Any dividend declared by the directors may be made payable on such date as is fixed by the directors.

26 -

19.4 Dividends to be paid in accordance with number of shares

Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

19.5 Manner of paying dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the Company, or in any one or more of those ways, and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they consider expedient, and, in particular, may set the value for distribution of specific assets.

19.6 Dividend bears no interest

No dividend bears interest against the Company.

19.7 Fractional dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

19.8 Payment of dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed:

(a) subject to paragraphs (b) and (c), to the address of the shareholder;
(b) subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder whose name stands first on the central securities register in respect of the shares; or
(c) to the person and to the address as the shareholder or joint shareholders may direct in writing.

19.9 Receipt by joint shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

PART 20 - ACCOUNTING RECORDS

20.1 Recording of financial affairs

The board must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business Corporations Act.

PART 21 - EXECUTION OF INSTRUMENTS

21.1 Who may attest seal

The Company's seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of:

27 -

(a) any two (2) directors;
(b) any officer, together with any director;
(c) if the Company has only one director, that director; or
(d) any one or more directors or officers or persons as may be determined by resolution of the directors.

21.2 Sealing copies

For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be impressed on that copy and, despite Article 21.1, may be attested by the signature of any director or officer.

21.3 Execution of documents not under seal

Any instrument, document or agreement for which the seal need not be affixed may be executed for and on behalf of and in the name of the Company by any one director or officer of the Company, or by any other person appointed by the directors for such purpose.

PART 22 - NOTICES

22.1 Method of giving notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:

(i) for a record mailed to a shareholder, the shareholder’s registered address,
(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class, or
(iii) in any other case, the mailing address of the intended recipient;

(b) delivery at the applicable address for that person as follows, addressed to the person:

(i) for a record delivered to a shareholder, the shareholder’s registered address,
(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class,
(iii) in any other case, the delivery address of the intended recipient;

(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
(e) physical delivery to the intended recipient; or

(f) such other manner of delivery as is permitted by applicable legislation governing electronic delivery.

22.2 Deemed receipt of mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 22.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

22.3 Certificate of sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 22.1, prepaid and mailed or otherwise sent as permitted by Article 22.1 is conclusive evidence of that fact.

22.4 Notice to joint shareholders

A notice, statement, report or other record may be provided by the Company to the joint registered shareholders of a share by providing the notice to the joint registered shareholder first named in the central securities register in respect of the share.

22.5 Notice to trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:

(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description, and
(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b) if an address referred to in Article 22.5(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

PART 23 - RESTRICTION ON SHARE TRANSFER

23.1 Application

Article 23.2 does not apply to the Company if and for so long as it is a public company.

23.2 Consent required for transfer

No shares may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

29 -

PART 24 - SPECIAL RIGHTS AND RESTRICTIONS

24.1 Preferred shares issuable in series

The Preferred shares may include one or more series and, subject to the Business Corporations Act, the directors may, by resolution, if none of the shares of that particular series are issued, alter the Articles of the Company and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of the following:

(a) create a series of shares;
(b) create an identifying name for the shares of that series, or alter any such identifying name;
(c) determine the maximum number of shares of that series that the Company is authorized to issue, determine that there is no such maximum number, or alter any such determination; and
(d) attach special rights or restrictions to the shares of that series, or alter any such special rights or restrictions.

Full Name and Signature of Director	Date of Signing
	__, 2024

C-1

SCHEDULE C

AMALGAMATION APPLICATION

[see attached]

BC Limited Company
AMALGAMATION APPLICATION
BUSINESS CORPORATIONS ACT, section 275

BRITISH COLUMBIA
BC Registry Services

Telephone: 1 877 526-1526
www.bcreg.ca
Mailing Address: PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
Courier Address: 200 – 940 Blanshard Street
Victoria BC V8W 3E6

DO NOT MAIL THIS FORM to BC Registry Services
unless you are instructed to do so by registry staff.
The Regulation under the Business Corporations Act
requires the electronic version of this form to be filed
on the Internet at www.corporateonline.gov.bc.ca

Freedom of Information and Protection of Privacy Act (FOIPPA):
Personal information provided on this form is collected, used and
disclosed under the authority of the FOIPPA and the Business
Corporations Act for the purposes of assessment. Questions regarding
the collection, use and disclosure of personal information can be
directed to the Manager of Registries Operations at 1 877 526-1526,
PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A INITIAL INFORMATION – When the amalgamation is complete, your company will be a BC limited company.
What kind of company(ies) will be involved in this amalgamation?
(Check all applicable boxes.)
☑ BC company
☐ BC unlimited liability company

B NAME OF COMPANY – Choose one of the following:
☐ The name ________ is the name
reserved for the amalgamated company. The name reservation number is: ________,
OR
☐ The company is to be amalgamated with a name created by adding “B.C. Ltd.” after the incorporation number,
OR
☑ The amalgamated company is to adopt, as its name, the name of one of the amalgamating companies.
The name of the amalgamating company being adopted is:
Smartwerx Solutions Inc.
The incorporation number of that company is: BC1390503

Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name
approval before completing this amalgamation application.

C AMALGAMATION STATEMENT – Please indicate the statement applicable to this amalgamation.
☐ With Court Approval:
This amalgamation has been approved by the court and a copy of the entered court order approving the amalgamation
has been obtained and has been deposited in the records office of each of the amalgamating companies.
OR
☑ Without Court Approval:
This amalgamation has been effected without court approval. A copy of all of the required affidavits under section
277(1) have been obtained and the affidavit obtained from each amalgamating company has been deposited in that
company’s records office.

FORM 13 LTD (SEP 2017)
Page 1

FORM 13 LTD (SEP 2017)
Page 2

0 AMALGAMATION EFFECTIVE DATE – Choose one of the following:

☑ The amalgamation is to take effect at the time that this application is filed with the registrar.

☐ The amalgamation is to take effect at 12:01a.m. Pacific Time on being a date that is not more than ten days after the date of the filing of this application.

☐ The amalgamation is to take effect at __ a.m. or ____ p.m. Pacific Time on being a date and time that is not more than ten days after the date of the filing of this application.

E AMALGAMATING CORPORATIONS

Enter the name of each amalgamating corporation below. For each company, enter the incorporation number.

If the amalgamating corporation is a foreign corporation, enter the foreign corporation's jurisdiction and if registered in BC as an extraprovincial company, enter the extraprovincial company's registration number. Attach an additional sheet if more space is required.

NAME OF AMALGAMATING CORPORATION	BC INCORPORATION NUMBER, OR EXTRAPROVINCIAL REGISTRATION NUMBER IN BC	FOREIGN CORPORATION'S JURISDICTION
1. Smartwerx Solutions Inc.	BC1390503
2. 1378871 B.C. Ltd.	BC1378871
3.
4.
5.

F FORMALITIES TO AMALGAMATION

If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from the foreign corporation's jurisdiction to be filed.

☐ This is to confirm that each authorization for the amalgamation required under section 275(1)(b) is being submitted for filing concurrently with this application.

6 CERTIFIED CORRECT – I have read this form and found it to be correct.

This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.

| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| --- | --- | --- |
| 1. Francisco Carasquero | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 2. Francisco Carasquero | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 3. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 4. | X | |
| NAME OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR THE AMALGAMATING CORPORATION | DATE SIGNED
YYYY / MM / DD |
| 5. | X | |

NOTICE OF ARTICLES

A NAME OF COMPANY

Set out the name of the company as set out in Item B of the Amalgamation Application.

SmartWerx Solutions Inc.

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required.

LAST NAME	FIRST NAME	MIDDLE NAME
Carasquero	Francisco	Kent
DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY
MAILING ADDRESS		PROVINCE/STATE	COUNTRY
LAST NAME	FIRST NAME	MIDDLE NAME
Hofsink	George
DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY
MAILING ADDRESS		PROVINCE/STATE	COUNTRY
LAST NAME	FIRST NAME	MIDDLE NAME
Khan	Nafees
DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY
MAILING ADDRESS		PROVINCE/STATE	COUNTRY
LAST NAME	FIRST NAME	MIDDLE NAME
DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY
MAILING ADDRESS		PROVINCE/STATE	COUNTRY

FORM 13 LTD (SEP 2017)

D REGISTERED OFFICE ADDRESSES

| DELIVERY ADDRESS OF THE COMPANY'S REGISTERED OFFICE
315 - 1275 West 6th Avenue, Vancouver | PROVINCE
BC | POSTAL CODE
V6H 1A6 |
| --- | --- | --- |
| MAILING ADDRESS OF THE COMPANY'S REGISTERED OFFICE
315 - 1275 West 6th Avenue, Vancouver | PROVINCE
BC | POSTAL CODE
V6H 1A6 |

E RECORDS OFFICE ADDRESSES

| DELIVERY ADDRESS OF THE COMPANY'S RECORDS OFFICE
315 - 1275 West 6th Avenue, Vancouver | PROVINCE
BC | POSTAL CODE
V6H 1A6 |
| --- | --- | --- |
| MAILING ADDRESS OF THE COMPANY'S RECORDS OFFICE
315 - 1275 West 6th Avenue, Vancouver | PROVINCE
BC | POSTAL CODE
V6H 1A6 |

F AUTHORIZED SHARE STRUCTURE

Identifying name of class or series of shares	Maximum number of shares of this class or series of shares that the company is authorized to issue, or indicate there is no maximum number.		Kind of shares of this class or series of shares.			Are there special rights or restrictions attached to the shares of this class or series of shares?
	THERE IS NO MAXIMUM (✓)	MAXIMUM NUMBER OF SHARES AUTHORIZED	WITHOUT PAR VALUE (✓)	WITH A PAR VALUE OF ($)	Type of currency	YES (✓)	NO (✓)
Common Shares	✓		✓				✓
Preferred Shares	✓		✓			✓

FORM 13 LTD (SEP 2017)

AI assistant

FintechWerx International Software Services — M&A Activity 2026

48470_rns_2026-04-09_f809b5bc-7bd0-43ec-815a-450b23dd3313.pdf

AMALGAMATION AGREEMENT

AMONG:

AND:

AND:

WHEREAS:

ARTICLE 1

1.1 Definitions

1.2 Headings, Original Agreement, etc.

1.3 Number and Gender

1.4 Date for any Action

1.5 Statutory References

1.6 Currency

1.7 Accounting Matters

1.8 Meaning of "Ordinary and Regular Course of Business"

1.9 Schedules

ARTICLE 2

2.1 Terms of Amalgamation

2.6 Authorized Capital of Amalco

2.7 Fiscal Year

2.8 Initial Directors of Amalco

2.9 Initial Officers of Amalco

2.10 Withholding Taxes

2.11 Actions to Satisfy Conditions

2.12 Vesting of Assets and Assumption of Liabilities

2.13 Creditors' Rights, Liens

ARTICLE 3 SHAREHOLDER CONSENT

3.1 TargetCo Consent Resolution

3.2 SmartWerx Consent Resolution

3.3 Preparation of Filings

ARTICLE 4

4.1 Obligations under the EMT License Agreement

ARTICLE 5

5.1 Representations and Warranties of the FintechWerx Parties

5.2 Representations and Warranties of TargetCo

5.3 Survival of Representations and Warranties

ARTICLE 6 COVENANTS

6.1 Covenants of the FintechWerx Parties

6.2 Covenants of TargetCo

6.3 Mutual Covenants of TargetCo and FintechWerx

ARTICLE 7

7.1 Mutual Conditions in Favour of TargetCo and FintechWerx

7.2 FintechWerx Conditions

7.3 TargetCo Conditions

ARTICLE 8

8.1 Amendment

8.2 Termination

ARTICLE 9

CLOSING

9.1 Closing Matters

ARTICLE 10

GENERAL

10.1 Notices

10.2 Expenses

10.3 Time of the Essence

10.4 Entire Agreement

10.5 Schedules

10.6 Severability

10.7 Further Assurances

10.8 Governing Law

10.9 Execution in Counterparts

10.10 Waiver

10.11 No Personal Liability

10.12 Enurement and Assignment

FINTECHWERX INTERNATIONAL SOFTWARE SERVICES INC.

SMARTWERX SOLUTIONS INC.

SCHEDULE B

ARTICLES OF AMALCO

BUSINESS CORPORATIONS ACT

ARTICLES

SMARTWERX SOLUTIONS INC.

Table of Contents

PART 2 - SHARES AND SHARE CERTIFICATES

2.1 Form of share certificate

2.2 Shareholder Entitled to Certificate or Acknowledgement

2.3 Sending of share certificate

2.4 Replacement of worn out or defaced certificate

2.5 Replacement of lost, stolen or destroyed certificate

FintechWerx International Software Services M&A Activity 2026