Fireweed Metals Corp. - AGM Information 2023

R e a l C a p H o l d i n g s L i m i t e d

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INFORMATION CIRCULAR FOR

ANNUAL MEETING OF COMMON SHAREHOLDERS

TO BE HELD ON JUNE 9, 2023

This information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by the management of RealCap Holdings Limited (the “Corporation”) for the Annual Meeting of the Shareholders (the “Meeting”) to be held on Friday, the 9th[h] day of June 2023 and at any adjournment thereof, at the time and place and for the purposes set forth in the notice of Meeting. It is expected that the solicitation will be primarily by mail. However, proxies may also be solicited by telephone, telecopy, or in person. The total costs of the solicitation will be borne by the Corporation.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

174,400 common shares in the capital stock of the Corporation have been issued and are outstanding as of the date hereof, each such share carrying one vote at the Meeting for each common share registered in each shareholder’s name as at the close of business on May 10th, 2023 (the “Record Date”), being the date established by the directors as the Record Date for the purpose of determining those common shareholders entitled to receive notice of the Meeting.

Notice of the Meeting and this Information Circular are being sent to holders of non-voting Class A shares of the Corporation, although they are not entitled to attend or to vote at meetings of common shareholders. Holders of non-voting Class A shares have no right to participate if a takeover bid is made for the common shares of the Corporation.

To the knowledge of the directors or officers of the Corporation, the only persons who beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the common shares are as follows:

Name of Shareholder	Approximate Number of Common Shares Directed or Controlled	Percentage of Outstanding Common Shares
David S. Ades	121,498	69.67%
Ralph M. Ades	52,901	30.33%

VOTING OF PROXIES

The persons named in the accompanying form of proxy are directors and officers of the Corporation. A common shareholder has the right to appoint a person (who need not be a shareholder of the Corporation) other than the persons designated in the enclosed form of proxy to attend, vote and act for him or her and on his or her behalf at the Meeting or any adjournment thereof. To exercise this right the shareholder may insert the name of the desired person in the blank space provided in the accompanying form of proxy or may complete another appropriate form of proxy . To be valid, a proxy must be dated and signed by the shareholder or his or her attorney

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authorized in writing or, if the shareholder is a corporation, by a duly authorized officer or attorney. In order to be acted upon, the proxy must be deposited with or received by the Corporation by the close of business on the business day prior to the date on which the Meeting or any adjournment thereof is to be held, or with the chair of the Meeting on the day of the Meeting or any adjournment thereof.

The common shares represented by the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if a shareholder specifies a choice with respect to any matter to be acted upon, the common shares shall be voted accordingly. In the absence of such specifications, the common shares will be voted in favor of the election of three directors and the appointment of the auditors (including authorizing the directors to fix the auditors’ remuneration) as set out in this Information Circular.

The enclosed form of proxy confers discretionary authority with respect to amendments or variations to matters identified in the notice of Meeting and other matters, which may properly come before the Meeting. The management of the Corporation knows of no such amendments or variations to come before the Meeting. However, if any amendments or variations to matters identified in the notice of Meeting or other matters which are not now known to management should properly come before the Meeting, the enclosed form of proxy will be voted on such matters in accordance with the best judgment of the person voting the proxy.

Proxies given by common shareholders for use at the Meeting may be revoked at any time prior to use. A proxy may be revoked before it is exercised by an instrument in writing executed by the shareholder or by his or her attorney authorized in writing and deposited or received at the registered office of the Corporation at 20 Eglinton Avenue West, Suite 1002, Toronto, Ontario, M4R 1K8 at any time up to and including the close of business on the business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or deposited with the chair of the Meeting on the day of the Meeting or any adjournment thereof or in any other manner permitted by law.

A common shareholder or an attorney may sign, by electronic signature, a proxy, a revocation of proxy or a power of attorney authorizing the creation of either of them if the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of the common shareholder or the attorney, as the case may be.

INFORMATION CONCERNING NOMINEES AS DIRECTORS

At the Meeting a board of four directors is to be elected and each such director shall hold office until the next annual meeting of common shareholders or until his or her successor is duly elected or appointed in accordance with the Corporation’s bylaws.

The persons named in the enclosed form of proxy intend to vote the proxy for the election of the nominees whose names are set forth below. The persons named below are now members of the Board of Directors and have served continuously since the dates indicated. Management does not contemplate that any of the nominees will be unable to serve as directors, but in the event that prior to the Meeting any vacancies occur in the slate of nominees submitted herewith it is intended that discretionary authority shall be exercised to vote the proxy for the election of any other person or persons as directors.

The names of all the persons proposed to be nominated for election as directors, all other major positions and offices with the Corporation and significant affiliates now held by them, their principal occupations or employment and the approximate number of shares of the Corporation beneficially owned by each of them, directly or indirectly, or over which they exercise control or direction, are as follows:

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Name	Position with the Corporation and Significant Affiliates	Principal Occupation	Director Since	Number of Common Shares Owned, Controlled or Directed
David S. Ades, Ontario,Canada	President and director of the Corporation	President of the Corporation	1962	121,498
Ralph M. Ades, Ontario, Canada	Executive Vice-President, Secretary-Treasurer and director of the Corporation	Executive Vice-President of the Corporation	1985	52,901
Guillermo M. Banuelos, Ontario, Canada	Director of the Corporation	Guillermo M. Banuelos is a lawyer graduated from the University of Buenos Aires in Argentina. He practiced law in Argentina. He attended the University of Toronto as a special student. He started and ran a private language school in Toronto, managing all the financial matters involved, which gave him a solid grounding in both business and finance. In expanding the business, he developed financial network streams with individuals, organizations, and agents in different parts of the world. He was responsible for all marketing, recruiting strategies and operating budgets. After the private school was sold, he worked at Conestoga College and Seneca College of Applied Arts and Technology in the International Student Departments, both as an international student recruiter and international student services coordinator. He has retired from formal employment and,	2014	0

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currently, he is recruiting international students on a private basis and doing interpreting for Progressive International. Due to his business background, he is very familiar with financial matters.

The Corporation does not have an executive committee. Its audit committee consists of Messrs. David S. Ades, Guillermo M. Banuelos.

STATEMENT OF EXECUTIVE COMPENSATION

Annual Compensation Table

The following sets forth the compensation paid by the Corporation to its executive officers for the past three financial years:

Name and principal position (a)	Year (b)	Salary ($) (c)	Share- based awards ($) (d)	Option- based awards ($) (e)	Non-equity incentive plan compensation ($) (f)	Non-equity incentive plan compensation ($) (f)	Pension value ($) (g)	All other compensation(2) ($) (h)	Total compensation ($) (i)
					Annual incentive plans(1) (f1)	Long- term incentive plans (f2)
David S. Ades, President and through Management Agreement with Adesco	2022 2021 2020	107,423 72,692 71,209	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	107,423 72,692 71,209
Ralph M. Ades, Executive Vice- President, Secretary- Treasurer	2022 2021 2020	190,000 170,000 170,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	7,600 7,750 7,750	197,600 177,750 177,750

(1) Amounts payable under the incentive plan are paid in the following fiscal year. (2) Car benefits.

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Compensation Discussion & Analysis

a) Goals and Objectives .

Given the Corporation’s current size and stage of development, the Board of Directors has not appointed a compensation committee and accordingly the Board of Directors as a whole will be responsible for determining the compensation (including long-term incentives) to be granted to the Corporation’s executive officers and directors and to ensure that such arrangements reflect the responsibilities and risks associated with each position. Management directors are required to abstain from voting in respect of their own compensation, thereby providing the independent directors with considerable input as to executive compensation.

The Board of Directors reviews, on an annual basis, the corporate goals, and objectives relevant to executive compensation, evaluates each executive officer’s performance in light of those goals and objectives, and sets each executive officer’s compensation level based, in part, on this evaluation. The Board of Directors considers the Corporation’s overall performance, shareholder returns, and the awards given to executive officers in past years. The Board of Directors also considers the value of similar incentive awards to executive officers at comparable Portfolio Manager listed companies; however, as of the date of this Information Circular, no specific companies or selection criteria for the establishment of a benchmark group have been identified by the Board of Directors.

The Board of Directors’ compensation philosophy is aimed at attracting and retaining quality and experienced people which is critical to the success of the Corporation and will include a "pay-for-performance" element which supports the Corporation’s commitment to delivering strong performance for the shareholders.

b) Executive Compensation Program.

Generally speaking, executive compensation will be comprised of three elements: base fee or salary, short-term incentive compensation (discretionary cash bonuses) and long-term incentive compensation (see Schedule “A”). The Board of Directors reviews all three components in assessing the compensation of individual executive officers.

Base fees or salaries and bonuses (discretionary) are intended to provide current compensation and a short-term incentive for executive officers to meet the Corporation’s goals, as well as to remain competitive within the industry. Base fees or salaries are compensation for job responsibilities and reflect the level of skills, expertise and capabilities demonstrated by the executive officers. Executive officers are also be eligible to receive discretionary bonuses as determined by the Board of Directors based on each executive officer’s responsibilities, his or her achievement of individual and corporate objectives and the Corporation’s financial performance. Cash bonuses are intended to reward the executive officers for meeting or exceeding the individual and corporate performance objectives set by the Board of Directors.

There are no stock options outstanding at this time and there is no intention to issue any in the foreseeable future.

c) Compensation Risk.

As the Corporation has not paid significant compensation to its executive officers for the last several financial years, the Board of Directors has not considered the implications of risks associated with the Corporation’s compensation policies and practices. The Board of Directors will determine whether such consideration is necessary if and when the Corporation implements compensation policies and practices in the future.

d) Non-Equity Incentive Plan Compensation – Incentive Plan.

The incentive plan is based on the net profit earned by the Corporation after a specified percentage is earned, based on the capital of the Corporation. Details are shown under Schedule “A”, which forms part of this Information Circular.

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Management Agreement

On June 28, 1989, the Corporation entered into an agreement (the “Management Agreement”) with David Ades Management Co. Limited (“Adesco”), a corporation of which all of the issued and outstanding common shares are owned by David S. Ades. Under the terms of the Management Agreement, Adesco agreed to provide to the Corporation the management services of David S. Ades, an employee of Adesco, for the period June 28, 1989 to December 31, 1989. The Management Agreement has been renewed annually thereafter.

The address of Adesco Management is: 20 Eglinton Avenue West, Suite 1002, P.O. Box 2081, Toronto, Ontario, M4R 1K8.

Under the Management Agreement, Adesco pays the remuneration of Mr. Ades together with all expenses incurred by Adesco in connection with the provision of Mr. Ades’ services to the Corporation with the exception of travel and promotional expenses and directors’ fees, which are paid by the Corporation directly to Mr. Ades. The Management Agreement provided for the payment of an annual fee of $150,000 to Adesco and entitled Adesco to participate in the Senior Management Bonus Pool as described in attached Schedule “A”.

The sum of $150,000 was agreed to be paid by the Corporation to Adesco with respect to 1992 under the Management Agreement. The Management Agreement was renewed for the years 1993 through 2006 on the basis of an annual fee of $100,000 and otherwise on the same terms and conditions as formerly. The fee for 2006 was increased to $125,000 and was the same for 2007, 2008, 2009, and 2010. It was increased to $150,000 for 2011 and to $160,000 for 2013 and

2014 and 2015. It was than reduced to $150,000 from 2017 to 2022 . Adesco has not taken the full management fee to which it is entitled since 2007. The Corporation has renewed this contract with Adesco for the year 2022 on the basis of 150,000.

Termination of Employment or Change in Control

The Corporation has no contracts or arrangements with its executive officers for the payment of any compensation in the event of retirement, resignation, or termination of their employment, a change of control of the Corporation, or a change in their employment responsibilities.

Compensation of Directors

As a director, Mr. Banuelos will be paid $400 for each meeting of the Board of Directors or of the audit committee he attends. No other director receives any compensation.

The following table sets out the compensation paid to the directors during 2022:

Name and principal position (a)	Fees earned ($) (b)	Share- based awards ($) (d)	Option- based awards ($) (e)	Non-equity incentive plan compensation ($) (f)	Pension value ($) (g)	All other compensation ($) (h)	Total ($) (i)
Guillermo Banuelos	2,000	Nil	Nil	Nil	Nil	Nil	2,000
David S. Ades	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ralph M. Ades	Nil	Nil	Nil	Nil	Nil	Nil	Nil

AUDIT COMMITTEE

Audit Committee Charter (the “Charter”)

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Mandate

The primary function of the audit committee (the “Committee”) is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting and the Corporation’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to: (i) serve as an independent and objective party to monitor the Corporation’s financial reporting and internal control system and review the Corporation’s financial statements; (ii) review and appraise the performance of the Corporation’s external auditors; and (iii) provide an open avenue of communication among the Corporation’s auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of two directors as determined by the Board of Directors, at least one of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation’s financial statements. The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders’ meeting. Unless a chair is elected by the full Board of Directors, the members of the Committee may designate a chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Corporation’s financial statements, Management’s Discussion and Analysis (“MD&A”) and any annual and interim earnings press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion or review rendered by the external auditors.

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External Auditors

(a) Review annually the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Corporation.
(b) Obtain annually a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation, consistent with Independence Standards Board Standard No. 1 – Independence Discussions with Audit Committees .
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take or recommend that the full Board of Directors take appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation’s financial statements.
(g) Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.
(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation’s external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
(i) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than 5% of the total amount of revenues paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;
(ii) such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and
(iii) such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s first scheduled meeting following such approval, such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Corporation’s financial reporting process, both internal and external.

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(b) Consider the external auditor’s judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Other

(a) Review any related party transactions.

Composition of the Audit Committee

The following are the present members of the Committee:

David S. Ades	Not independent(1)	Financially literate(2)
Guillermo M. Banuelos	Independent(1)	Financially literate(2)

Notes: (1) As defined by National Instrument 52-110 – Audit Committees (“NI 52-110”).

(2) Each Committee member is financially literate as such term is defined in NI 52-110; i.e., is able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

The following is the education and experience of each member of the Committee that is relevant to his or her responsibilities as a Committee member:

David S. Ades, BSc, A.M.C.T., has been President and C.E.O of the Corporation since 1964. He was President and C.E.O. of Federal Trust Company and RealGrowth Mutual Funds. In each of these positions he was very familiar with all aspects of financial statements and their complexity.

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Guillermo M. Banuelos is a lawyer graduated from the University of Buenos Aires in Argentina. He practiced law in Argentina where he earned a Public Relations Certificate. He attended the University of Toronto as a special International Mature student. His affiliations include:

a) Canadian Bureau for International Education (CBIE) – current;
b) Treasurer of the Latin America and Caribbean Chamber of Commerce – current; and
c) Canadian Association of Private Language Schools (CAPLS) – expired.

He is a fellow of the Strong College, York University. He started and ran a private language school in Toronto, managing all the financial matters involved, which gave him a solid grounding in both business and finance. In expanding the business, he developed financial network streams with individuals, organizations and agents in different parts of the world. He was responsible for all marketing, recruiting strategies and operating budgets.

He worked at Conestoga College, Kitchener Campus, helping develop a venue for international students. He ran a partnership with Seneca College of Applied Arts and Technology, Toronto, the Toronto District and School Board, and the Ontario Ministry of Training, College and Universities.

Mr. Banuelos was employed at Seneca College of Applied Arts and Technology, York University Campus, Toronto.

Currently he is responsible for the management of services to international students at Seneca College of Applied Arts and Technology (York University Campus).

Due to his business background he is very familiar with financial matters.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completely financial year has the Corporation relied on the exemption in section 2.4 of NI 52-110 ( De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions).

Pre-approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above under the heading “External Auditors”.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditors in each of the last two fiscal years for audit fees are as follows:

Year	Total Fees ($)	Audit-Related Fees ($)(1)	Tax Fees ($)(2)	AllOther Fees ($)
2022	13,000	12,000	1000	NIL
2021	19,500	17,500	2,000	Nil

(1) The nature of the Audit-Related Fees is to provide the Corporation with audited financial statements.

(2) Fees associated with the preparation of tax returns.

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Exemption

NI 52-110 exempts “venture issuers” such as the Corporation from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110. As a result, the members of the Committee are not required to be either “independent” or “financially literate” within the meaning of NI 52-110; however, the Corporation is required to provide, on an annual basis, the disclosure regarding its audit committee made in this Information Circular. The majority of the Committee members are not independent and all of its members are financially literate. See the disclosure above under the heading “Composition of the Audit Committee”.

Corporate Governance Practices

Description of Required Disclosure	Corporation's Practices
1. Board of Directors	After reviewing the roles and relationship of each of the four nominee directors, Mr. Guillermo M. Banuelos is the only nominee director that may be considered independent pursuant to the definition thereof in NI 52-110. Currently he is responsible for the management of services to international students at Seneca College of Applied Arts and Technology (York University Campus). Mr. David S. Ades is acting as President and Chief Executive Officer; Mr. Ralph M. Ades is acting as Executive Vice-President and Treasurer. For more information about each director, please refer to the section entitled “Information Concerning Nominees as Directors” inthisInformationCircular.
2. Directorships	No director is a director of any other corporation.
3. Orientation and Continuing Education	The Corporation has not adopted a formal orientation and education program for new directors. The Board of Directors believes that a formal program is not presently warranted given the size of the Corporation and the nature of its business. Prospective directors are provided sufficiently detailed background information on the Corporation's specific status, affairs and business plan, as well as on the responsibilities and duties of directors under Canadian law. Directors are entitled to attend seminars they determine necessary to keep them up-to-date with current issues relevant to their service as directors of the Corporation.
4. Ethical Business Conduct	The Corporation’s developmental stage allows the Board of Directors to effectively monitor the ethical conduct of the Corporation and ensure that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions. The Board of Directors manages the business of the Corporation on behalf of the shareholders and is responsible for, among other things, strategic planning, monitoring, and management of the Corporation’s principal risks. Any responsibility that is not delegated to senior management or a committee of the Board of Directors remains with the full Board of Directors.

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	In addition to those matters, which must by law be approved by the Board of Directors, the approval of the Board of Directors is required for major transactions or expenditures.
5. Nomination of Director	The Board of Directors defines and assesses the competencies and skills required of directors and determines the profile sought in light of the Corporation's specific profile and needs. The Board of Directors assessment of a new candidate is also based on such candidate’s prior service on the board of directors of other corporations and his or her corporate background, experience and expertise.
6. Compensation	Please refer to the section entitled “Statement of Executive Compensation” in this Information Circular.
7. Other Board of Directors Committees	The Board of Directors does not presently have any standing committees other than the audit committee. The Board of Directors may establish other committees as it deems necessary.
8. Assessment	The Board of Directors has not adopted formal procedures for assessing its own effectiveness, or that of its committees or the individual directors. However, the Corporation believes that its corporate governance practices are appropriate and effective given the size of the Corporation and the nature of its business. The Corporation’s method of corporate governance enables the Corporation to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

During 2022 the Corporation may have had a loan to an officer of the corporation. The amount of the loans outstanding at the date of this Information Circular is $0.

APPOINTMENT OF AUDITORS

The persons named in the enclosed form of proxy intend to vote for the appointment of Jones & O’Connell, St. Catherine, ON, as auditors of the Corporation to hold office until the next annual meeting of shareholders at remuneration to be fixed by the directors. Jones & O’Connell was appointed auditors of the Corporation by the Board of Directors on August 15[th] , 2022

STOCK OPTIONS

As at the date of this Information Circular, there were no stock options outstanding to any employees or officers of the Corporation.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Corporation does not currently maintain liability insurance for the directors and officers of the Corporation.

GENERAL

The information contained herein is given as of March 24th, 2023. Management knows of no matters to come before the Meeting other than the matters referred to in the notice of Meeting. However, if any other matters, which are not

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now known to management, should properly come before the Meeting, any proxy in whom the persons designated by management are named will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR website at www.sedar.com. Financial information is provided in the Corporation’s comparative financial statements and MD&A. To obtain a copy of the Corporation’s financial statements and MD&A you may contact us at (416) 486-7729.

*** * * * * * * * * ***

The contents and the sending of this Information Circular have been approved by the Board of Directors of the Corporation.

Dated this 24th day of March 2023

By order of the Board of Directors

Ralph M. Ades Secretary-Treasurer

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SCHEDULE “A”

CALCULATION OF SENIOR MANAGEMENT BONUS POOL

Net profit of 5% or less of shareholders’ equity at the beginning of the year:	Nil
Net profit of greater than 5%, but less than or equal to 7.5%, of the shareholders’ equity at the beginning of the year:	5%
Net profit of greater than 7.5%, but less than or equal to 10%, of the shareholders’ equity at the beginning of the year:	7.5%
Net profit of greater than 10%, but less than or equal to 12.5%, of the shareholders’ equity at the beginning of the year:	10%
Net profit of greater than 12.5%, but less than or equal to 15%, of the shareholders’ equity at the beginning of the year:	12.5%
Net profit of greater than 15% of the shareholders’ equity at the beginning of the year:	15%

Notes:

Net profit refers to consolidated net profit of the Corporation after deducting income tax and minority interest if any, and including any extraordinary gains or losses but before deducting this Senior Management Bonus Pool.
The Senior Management Bonus Pool will be allocated 90% to the President. However, the President will set aside a part of his Senior Management Bonus Pool allocation, which he may allocate, to other staff members as per his determination of each of their performances over the past year.
Where the Corporation has a net profit (not including the payment next mentioned as an expense) a payment will be made of 1% of management fee or salary (excluding any benefits, bonuses or other remuneration) to the President and Executive Vice President. The amount payable to any person will only be payable in the event that this amount is greater than the amount payable in accordance with the above formula and is not in addition to that bonus amount.