Galactic Gold Corp. - AGM Information 2020

LOGICA VENTURES CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

DECEMBER 18, 2020

AND

MANAGEMENT INFORMATION CIRCULAR

DATED NOVEMBER 18, 2020

LOGICA VENTURES CORP. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual general and special meeting (the “ Meeting ”) of the shareholders of Logica Ventures Corp. (the “ Corporation ”) will be held at the offices of Wildeboer Dellelce LLP, Suite 800, Wildeboer Dellelce Place, 365 Bay Street, Toronto, Ontario M5H 2V1 on Friday, December 18, 2020 at 10:00 a.m. (Toronto time) for the following purposes:

to receive the audited annual financial statements of the Corporation, together with the independent auditor’s report thereon, for the fiscal year ended December 31, 2019;
to re-appoint McGovern Hurley LLP as the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditors;
to elect the directors of the Corporation to serve from the date of the Meeting until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed, all as more fully described in the management information circular in respect of the Meeting (the “ Management Information Circular ”) accompanying this notice of Meeting;
to consider and, if deemed appropriate, to approve and re-confirm, with or without variation, by ordinary resolution, the Corporation’s current stock option plan in accordance with the rules of the TSX Venture Exchange; and
to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular. Only shareholders of record as of November 18, 2020, the record date, are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

IMPORTANT

It is desirable that as many common shares in the capital of the Corporation (“ Common Shares ”) as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your Common Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 (facsimile (866) 249-7775) later no later than 10:00 a.m. (Toronto time) on December 16, 2020 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy. As an alternative to completing and submitting an instrument of proxy, you may vote electronically on the internet at www.investorvote.com or by telephone by contacting Computershare Investor Services Inc. at 1-866-732-8683. Shareholders who wish to vote using the internet or by telephone should follow the instructions in the enclosed instrument of proxy.

DATED at Toronto, Ontario this 18[th] day of November, 2020.

By Order of the Board of Directors of LOGICA VENTURES CORP.

(signed) “ Robert Kidd ” Robert Kidd

Chief Executive Officer, Chief Financial Officer and Director

LOGICA VENTURES CORP.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (this “ Management Information Circular ” or “ Circular ”) is provided in connection with the solicitation of proxies by management of Logica Ventures Corp . (the “ Corporation ”).

Information in this Circular is given as of the 18th day of November, 2020 (the “ Effective Date ”), except as otherwise indicated. Unless otherwise indicated, dollar amounts are expressed in Canadian dollars.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The information contained in this Circular is furnished to the holders (the “ Shareholders ”) of common shares of the Corporation (the “ Common Shares ”) in connection with the solicitation by management of the Corporation of proxies to be voted at the annual general and special meeting (the “ Meeting ”) of the Shareholders to be held at the offices of Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario, M5H 2V1, on Friday, December 18, 2020 at 10:00 a.m. (Toronto time), or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting accompanying this Circular (the “ Notice ”).

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. The Corporation will pay reasonable expenses of persons who are the registered but not beneficial owners of Common Shares for forwarding copies of the Notice, Instrument of Proxy (as hereinafter defined), Circular and related material to beneficial owners.

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

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (facsimile (866) 249-7775). As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote electronically on the internet at www.investorvote.com or by telephone by contacting Computershare Investor Services Inc. at 1-866-732-8683. Votes cast electronically or by telephone are in all respects equivalent to, and will be treated in the same manner as, votes cast via a paper Instrument of Proxy. Shareholders who wish to vote using internet or by telephone should follow the instructions provided in the enclosed Instrument of Proxy. Votes cast electronically or by telephone must be submitted no later than 10:00 a.m. (Toronto time) on December 16, 2020 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

The persons named as proxyholders in the Instrument of Proxy accompanying this Circular are directors or officers of the Corporation and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his, her or its representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Corporate Secretary of the Corporation, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how Common Shares are to be voted. The nominee should bring personal identification to the

Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, Instruments of Proxy must be received by the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (facsimile (866) 249-7775) at no later than 10:00 a.m. (Toronto time) on December 16, 2020 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. After such time, the chair of the Meeting may accept or reject a form of proxy delivered to him or her in his or her discretion but is under no obligation to accept or reject any particular late Instrument of Proxy.

Non-Registered Holders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name and thus are considered non-registered beneficial shareholders. Only registered holders of Common Shares or the persons they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “ Non-Registered Holder ”) are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Holder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators (the “ CSA ”), the Corporation will have distributed copies of the Notice, the Circular and the enclosed Instrument of Proxy to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. If you are a Non-Registered Holder, your Intermediary will be the entity legally entitled to vote your Common Shares at the Meeting. Common Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Holders in advance of the Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Non-Registered Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Common Shares held by the Non-Registered Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Common Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have such Common Shares voted.

Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the Intermediary and vote the Common Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder, should enter their own names in the blank space on the Instrument of Proxy or voting instruction form provided to them by their Intermediary and/or Broadridge, as applicable, and return the same in accordance with the instructions provided by their Intermediary and/or Broadridge, as applicable, well in advance of the Meeting.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

The purpose of the above-noted procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Non-Registered Holders should carefully follow the instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding when and where the Instrument of Proxy or voting instruction form is to be delivered.

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) the Corporation is distributing copies of proxy-related materials in connection with the Meeting indirectly to non-objecting beneficial owners of Common Shares. The Corporation is not relying on the notice and access delivery procedures to distribute copies of proxy-related materials in connection with the Meeting. The Corporation will pay the reasonable costs of Intermediaries to deliver copies of the proxy-related materials to objecting beneficial owners.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed in the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the offices of counsel to the Corporation at Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario, M5H 2V1, at any time up to and including the last business day preceding the date 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. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. As well, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair of the Meeting before the proxy is exercised) and vote in person (or withhold from voting). If a Shareholder has voted on the internet or by telephone and wishes to change such vote, such Shareholder may vote again through such means before 10:00 a.m. (Toronto time) on December 16, 2020 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

Signature on Proxies

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

Voting of Proxies

Each Shareholder may instruct his, her or its proxyholder on how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy. Common Shares represented by the enclosed Instrument of Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW . If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, the management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of November 18, 2020 (the “ Record Date ”) are entitled to receive notice and attend and vote at the Meeting. As at the Effective Date, the Corporation had 6,740,000 issued and outstanding Common Shares and nil preferred shares. The Common Shares are the only voting shares of the Corporation which are issued and outstanding as of the Record Date. Each Common Share entitles the holder to one vote in respect of any matter that may come before the Meeting.

Except as set out below, to the knowledge of the directors and officers of the Corporation, as at the Effective Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares.

Shareholder	Type of Ownership	Number and Percentage of Common Shares held(1)
Munaf Ali	Direct	1,340,000 (19.9%)
Robert Kidd	Direct	1,340,000 (19.9%)

Note : (1) On a non-diluted basis.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Corporation or its subsidiaries at any time during the financial year ended December 31, 2019 (the “ Financial Year ”).

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them, has or has had, at any time during the Financial Year, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

No director or senior officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

All capitalized terms used herein shall have the meaning ascribed thereto in Policy 2.4 – Capital Pool Companies (the “ CPC Policy ”) of the TSX Venture Exchange (the “ TSXV ”), unless otherwise defined herein. Section 8.1 of the CPC Policy provides that until the completion of the Qualifying Transaction, no payment of any kind may be made, directly or indirectly, by a CPC to a Non-Arm’s Length Party of the CPC or a Non-Arm’s Length Party to the Qualifying Transaction, or to any person engaged in Investor Relations Activities in respect of the CPC or the securities of the CPC or any Resulting Issuer by any means including:

(a) remuneration, which includes, but is not limited to:

(i) salaries; (ii) consulting fees; (iii) management contract fees or directors’ fees; (iv) finder’s fees; (v) loans; (vi) advances; (vii) bonuses; and

(b) deposits and similar payments.

The only compensation that is permitted to the directors, officers, employees and consultants of the Corporation, so long as it is a CPC, is the granting of incentive stock options. The Corporation has reserved 674,000 Common Shares for stock options issued to its directors and officers. See “Option Plan”.

However, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”). No reimbursement may be made for any payment made to lease or buy a vehicle. In addition, no payment, other than the Permitted Reimbursements, will be made by the Corporation or by any party on behalf of the Corporation, after completion of the Qualifying Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Qualifying Transaction.

A Non-Arm’s Length Party under TSXV Policy 1.1 – Interpretation (“ Policy 1.1 ”) in relation to the Corporation, includes: a Promoter, officer, director, other Insider or Control Person of the Corporation and any Associates or Affiliates of any such persons; or another entity or an Affiliate of that entity, if that entity or its Affiliate have the same Promoter, officer, director, Insider or Control Person as the Corporation. The foregoing capitalized terms not otherwise defined herein are defined in Policy 1.1.

Compensation of Directors

The following table sets forth information concerning the total compensation during the Financial Year paid to the directors for serving in their capacity as directors, except that the Corporation reimburses the out-of-pocket expenses of its directors incurred in connection with attendance at or participation in meetings of the board of directors (the “ Board ”).

Executive officers of the Corporation who also act as directors of the Corporation do not receive any additional compensation for services rendered in such capacity, other than as paid by the Corporation to such executive officers in their capacity as executive officers. See “Compensation of Executive Officers”. Executive officers whose compensation is disclosed below under “Compensation of Executive Officers” are not disclosed in this section.

The following table shows the compensation paid to directors during the Financial Year other than directors who also serve as Named Executive Officers (as defined below):

		Share- Based	Option- Bd	Non-Equity Iti Pl			Total
	Fees				Pension	All Other
	Earned ($)	Awards	ase Awards	ncenve an Compensation	Value ($)	Compensation ($)	($)
Name		($)	($)(1)	($)

Munaf Ali	-	-	24,660	-	-	-	24,660
Paul Mesburis	-	-	15,750	-	-	-	15,750
Thomas Tewoldemedhin	-	-	4,500	-	-	-	4,500

Notes :

(1) Based on a grant date of December 19, 2019. The fair value of all of the outstanding stock options of the Corporation of $60,660 was estimated at the grant date based on the Black-Scholes pricing model, using the following weighted average assumptions:

Share price: $0.10 Expected dividend yield: Nil Risk-free interest rate: 1.6% Expected life: 10 years Expected volatility (i): 100%

(i) As historical volatility of the Corporation’s common shares is not available, expected volatility is based on the historical performance of the common shares of other similar companies.

Outstanding Share-Based Awards and Option-Based Awards for Directors

The officers and directors of the Corporation have been granted a total of 674,000 options, each option exercisable into one Common Share at an exercise price of $0.10 per Common Share and expiring ten (10) years from the date of grant.

The following table sets forth all share-based and option-based awards of the Corporation granted to directors that were granted, and remained outstanding during the Financial Year.

		Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards
						Market or
	Number of			Value of	Number of	Payout Value of
		Option
	Securities			Unexercised in-	Shares or Units	Share-Based
		Exercise	Option
Director	Underlying			the-money	of Shares that	Awards that
		Price	Expiration Date
	Unexercised			Options	Have Not	Have Not
		($)
	Options			($)(1)	Vested	Vested

						($)
Munaf Ali Director	274,000 Common Shares	$0.10	December 19, 2029	6,850	Nil	Nil
Paul Mesburis Director	175,000 Common Shares	$0.10	December 19, 2029	4,375	Nil	Nil
Thomas Tewoldemedhin Director and Corporate Secretary	50,000 Common Shares	$0.10	December 19, 2029	1,250	Nil	Nil

Note :

(1) Calculated based on the difference between the market value of the Common Shares underlying the options at December 31, 2019 and the exercise price of the options. The trading price of the Common Shares on December 31, 2019 was $0.125 per Common Share. During the Financial Year, no options were exercised by the directors.

Incentive Plan Awards – Value Vested or Earned During the Financial Period for Directors

The following table sets forth the value of all incentive plan awards of the Corporation granted to the directors of the Corporation that vested or were awarded during the Financial Year.

	Option-Based Awards –		Non-Equity Incentive Plan
		Share-Based Awards – Value
	Value Vested During the		Compensation – Value
		Vested During the Period
Director	Period		Earned During the Period
		($)
	($)(1)		($)

Munaf Ali	6,850	N/A	N/A
Paul Mesburis	4,375	N/A	N/A
Thomas Tewoldemedhin	1,250	N/A	N/A

Note:

Compensation of Executive Officers

The following table sets forth information concerning the total compensation during the Financial Year for the Chief Executive Officer and the Chief Financial Officer of the Corporation (the “ Named Executive Officer ”).

				Non-Equity	Non-Equity
				Incentive Plan
				Compensation ($)

					Long-
		Share-	Option	Annual		Pensio
Name and	Fees	Based	-Based	Incentiv	Term	n	All Other	Total
Principal	Earned	Awards	Award	e Plans	Incentive	Value	Compensatio	Compensati
Position(1)	($)	($)	s ($)(2)		Plans	($)	n ($)	on ($)

Robert Kidd(3) CEO, CFO and Director	-	-	15,750	-	-	-	-	15,750

Notes :

(1) No executive officer of the Corporation had total compensation exceeding $150,000 during the Financial Year.

(2) Based on a grant date of December 19, 2019. The fair value of all of the outstanding stock options of the Corporation of $60,660 was estimated at the grant date based on the Black-Scholes pricing model, using the following weighted average assumptions:

Share price: $0.10 Expected dividend yield: Nil Risk-free interest rate: 1.6% Expected life: 10 years Expected volatility (i): 100% (i) As historical volatility of the Corporation’s common shares is not available, expected volatility is based on the historical performance of the common shares of other similar companies.

(3) No compensation was received in connection with Mr. Kidd’s role as a director of the Corporation.

Outstanding Share-Based Awards and Option-Based Awards for the Named Executive Officer

The following table sets forth all share-based and option-based awards of the Corporation granted to the Named Executive Officer that were granted, and remained outstanding during the Financial Year.

		Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards
						Market or
	Number of			Value of	Number of	Payout Value of
		Option
	Securities			Unexercised in-	Shares or Units	Share-Based
Named Executive		Exercise	Option
	Underlying			the-money	of Shares that	Awards that
Officer		Price	Expiration Date
	Unexercised			Options	Have Not	Have Not
		($)
	Options			($)(1)	Vested	Vested

						($)
Robert Kidd CEO, CFO and Director	175,000 Common Shares	0.10	December 19, 2029	4,375	N/A	Nil

Note :

(1) Calculated based on the difference between the market value of the Common Shares underlying the options at December 31, 2019 and the exercise price of the options. The trading price of the Common Shares on December 31, 2019 was $0.125 per Common Share. During the Financial Year, no options were exercised by the Named Executive Officer.

Incentive Plan Awards – Value Vested or Earned During the Financial Period for the Named Executive Officer

The following table sets forth the value of all incentive plan awards of the Corporation granted to the Named Executive Officer that vested or were awarded during the Financial Year.

	Option-Based Awards –	Share-Based Awards –	Non-Equity Incentive Plan
	Value Vested During the	Value Vested During the	Compensation – Value
Named Executive Officer
	Period	Period	Earned During the Period

	($)(1)	($)	($)
Robert Kidd CEO, CFO and Director	4,375	N/A	N/A

Note:

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth the securities of the Corporation that are authorized for issuance under the equity compensation plans as at date hereof.

	Number of securities to be	Weighted-average	Number of securities
	issued upon exercise of	exercise price of	remaining available for
	outstanding options, warrants	outstanding options,	future issuance under equity
Plan Category	and rights	warrants and rights	compensation plans
		($)
Equity compensation plans approved by securityholders	Nil	Nil	Nil
Equity compensation plans not approved by securityholders(1)	674,000 Common Shares	0.10	Nil(2)

Notes :

(1) Options granted in accordance with CPC Policy and such grants did not require shareholder approval.

(2) As of the Effective Date, the Corporation had 6,740,000 Common Shares issued and outstanding. Pursuant to the Option Plan (as hereinafter defined), the Corporation is permitted to grant options to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the grant.

Pension and Other Benefit Plans

The Corporation has no pension or other benefit plans currently in place.

Termination of Employment, Change in Responsibilities and Employment Contracts

As at the Effective Date, the Corporation did not have any plan, contract or arrangement, compensatory or otherwise: (1) regarding the employment of a Named Executive Officer, or (2) whereby a Named Executive Officer is entitled to receive more than $100,000 (including periodic payments or instalments) in the event of the Named Executive Officer’s resignation, retirement or employment, a change of control of the Corporation, or a change in the Named Executive Officer’s responsibilities following a change in control of the Corporation.

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to the Named Executive Officer or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full time employees) during the last completed fiscal year other than benefits and perquisites which did not amount to $10,000 or greater per individual.

Option Plan

In July 2019, the Corporation adopted a stock option plan (the “ Option Plan ”), which permits the Board to grant options to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the grant. The Option Plan is the Corporation’s only equity compensation plan.

As of the date of this Circular, the Corporation has granted 674,000 options to purchase Common Shares of the Corporation.

The purpose of the Option Plan established by the Corporation, pursuant to which it may grant incentive stock options, is to promote the profitability and growth of the Corporation by facilitating the efforts of the Corporation to obtain and retain key individuals. The Option Plan provides an incentive for and encourages ownership of the Common Shares by its key individuals so that they may increase their stake in the Corporation and benefit from increases in the value of the Common Shares. Pursuant to the Option Plan, the maximum number of Common Shares reserved for issuance in any twelve (12) month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any twelve (12) month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant and the maximum number of Common Shares reserved for issuance in any twelve (12) month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant.

Incentive stock options may be exercised until ninety (90) calendar days following the date the optionee ceases to be a director, officer or employee of the Corporation or its affiliates or a consultant or a management company employee, provided that if the cessation of such position or arrangement was by reason of death, the options may be exercised within a maximum period of one year after such death, subject to the expiry date of such options, and provided that if the cessation of such position or arrangement was by reason of a termination for cause, the options shall expire and terminate immediately.

The Option Plan is administered by the Board.

The Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Corporation or any of its affiliates (“ Participants ”). The number of Common Shares reserved for issuance pursuant to options granted to any one Participant, other than a consultant, shall not, within any twelve (12) month period, exceed 5% of the total number of Common Shares then issued and outstanding unless disinterested shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Option Plan and all other security-based compensation arrangements of the Corporation shall not, at any time, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’ associates pursuant to the Option Plan and all other security-based compensation arrangements shall not, within any twelve (12) month period, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any twelve (12) month period, exceed 2% of the total number of Common Shares then issued and outstanding. The number of Common Shares issued to all persons engaged to conduct investor relations activities shall not, within any twelve (12) month period, exceed 2% of the total number of Common Shares then issued and outstanding.

The exercise price of an option is set by the Board at the time of grant, but may not be less than the Discounted Market Price (as defined in the policies of the TSXV). If a press release fixing the price is not issued, the Discounted Market Price is the closing price per Common Share on the TSXV on the last trading day preceding the date of grant on which there was a closing price (less the applicable discount) provided that, if the Board, in its sole discretion, determines that the closing price on the last trading day preceding the date of grant would not be representative of the market price of the Common Shares, then the Board may base the price on the greater of the closing price and the volume weighted average price per share for the Common Shares for five (5) consecutive trading days ending on the last trading day preceding the date of grant on which there was a closing price on the TSXV. The volume weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the TSXV during the said five (5) consecutive trading days, by the total number of Common Shares so sold.

The expiration of any option will be accelerated if the Participant’s employment or other relationship with the Corporation terminates.

An optionee that ceases to be a Participant (for reasons other than termination for cause) has ninety (90) days from the date of termination to exercise all existing vested options; provided that in no event shall such right extend beyond the option period. In the event of the death of a Participant, the options granted to the Participant shall be exercisable for a period of twelve (12) months from the date of death of the Participant by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution; provided that in no event shall such right extend beyond the option period. If the date on which an option expires occurs within or immediately following the last day of a trading black-out period imposed pursuant to the Corporation’s insider trading policy (as may be amended from time to time), then the expiry date of such option shall be the date that is ten (10) business days following the date of expiry of the trading black-out period.

Any exercise, cancellation or expiry of options will make new grants available under the Option Plan effectively resulting in re-loading of the number of options available to grant under the Option Plan.

The Option Plan further provides for the termination of options in connection with certain fundamental changes such as the dissolution, liquidation or merger of the Corporation, or in the event of a change of control of the Corporation and provides for accelerated vesting in such circumstances, at the discretion of the Board. Subject to the approval of any stock exchange on which the Corporation’s securities are listed, the Board may suspend, amend or terminate the Option Plan.

The following types of amendments to the Option Plan or an option granted under the Option Plan require shareholder

approval: (a) amendments to the number of Common Shares (or other securities) issuable under the Option Plan; (b) any amendment which reduces the exercise price of an option that is held by an insider; (c) any amendment to the number of Common Shares (or other securities) issuable to an insider; (d) any amendment which extends the term of an Option held by or benefiting an insider; (e) amendments to the definition of “Participants”; (f) any amendment which adds any form of financial assistance; (g) any amendment to a financial assistance provision which is more favourable to Participants; (h) any amendment which adds a cashless exercise feature which does not provide for a full deduction of the number of underlying securities from the Option Plan reserve; and (i) amendments adding a deferred or restricted share unit which results in Participants receiving securities while no cash consideration is received by the Corporation. The Board may approve all other amendments to the Option Plan or options granted under the Option Plan.

AUDIT COMMITTEE

Under National Instrument 52-110 - Audit Committees (“ NI 52-110 ”), the Corporation is required to include in this Management Information Circular the disclosure required under Form 52-110F2 with respect to the audit committee (the “ Audit Committee ”) of the Board, including the composition of the Audit Committee, the text of the Audit Committee charter (attached hereto as Schedule “A”), and the fees paid to the external auditor.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name	Independence(1)	Financial Literacy
Munaf Ali	Independent	Financially Literate
Robert Kidd	Not Independent(3)	Financially Literate
Paul Mesburis(2)	Independent	Financially Literate

Notes :

(1) The Corporation is a “venture issuer” for the purposes of NI 52-110. As such, the Corporation is exempt from the requirement to have the Audit Committee comprised entirely of independent members.

(2) Chair of the Audit Committee.

(3) Robert Kidd is not independent because he is the Chief Executive Officer and Chief Financial Officer of the Corporation.

Relevant Education and Experience

See “Matters to be Considered at the Meeting – Election of Directors” for a summary of the relevant education and experience of the members of the Audit Committee.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial period 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.

The Corporation is relying on the exemption provided in Section 6.1 of NI 52-110 as the Corporation is a “venture issuer”.

Audit Committee Charter

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in Schedule “A” attached hereto.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Corporation’s external auditors during the Financial Year are approximately as follows:

Period
	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
During the Financial Year ended December 31, 2019	$5,753	Nil	$2,260	Nil

CORPORATE GOVERNANCE

The Board assumes overall responsibility for the direction of the Corporation through its delegation to senior management and through the ongoing function of the Board and its committees, as applicable. The sole business activity of the Corporation to date has been the identification of a potential qualifying transaction.

There are four directors on the Board, of which Paul Mesburis, Munaf Ali are independent directors. Robert Kidd is not independent as he is an executive officer of the Corporation. Thomas Tewoldemedhin is not independent as he is the corporate secretary of the Corporation

MATTERS TO BE CONSIDERED AT THE MEETING

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

1. Financial Statements

The Board has approved the audited consolidated financial statements for the fiscal year ended December 31, 2019, together with the auditor’s report thereon. Copies of these financial statements have been sent to all Shareholders and are also available on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com.

2. Appointment and Remuneration of Auditor

At the Meeting, Shareholders will be asked to re-appoint McGovern Hurley LLP as the auditor of the Corporation until the next annual meeting of Shareholders, based on the recommendation of the Audit Committee and the Board, and to authorize the directors to fix the remuneration of the auditor. McGovern Hurley was the auditor of the Corporation for fiscal year ending December 31, 2019.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the appointment of McGovern Hurley as the auditor of the Corporation and for the authorization of the directors to fix the remuneration of the auditor.

3. Election of Directors

It is desirable to elect the proposed nominees named below as directors of the Corporation to serve from the date of the Meeting until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

At the Meeting, the Shareholders will be asked to consider, and if thought appropriate, to pass an ordinary resolution, the text of which is as follows:

“ BE IT HEREBY RESOLVED that the election of each of Munaf Ali, Robert Kidd, Paul Mesburis and Thomas Tewoldemedhin as directors of the Corporation to hold office from the date of this shareholders’ meeting of the Corporation until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed is hereby approved.”

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the election of the directors as set forth above and therein. The Corporation does not contemplate

that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by the persons designated as proxyholders in the accompanying Instrument of Proxy will be voted for another nominee in their discretion unless the Shareholder has specified in his or her form Instrument of Proxy that his or her Common Shares are to be withheld from voting in the election of directors. Each nominee elected as a director will hold office from the date of the Meeting until the close of the next annual meeting of shareholders of the Corporation, unless his office is earlier vacated in accordance with the articles and by-laws of the Corporation or the provisions of the Business Corporations Act (Ontario) (“ OBCA ”).

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation, all positions and offices in the Corporation presently held by such nominees, the nominees’ place of residence, principal occupation within the five (5) preceding years, the period during which the nominees have served as directors, and the number and percentage of Common Shares beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.


			Number and
	Position held with the		Percentage of
	Corporation and date		Common Shares
Name and Place of	first appointed to the		Beneficially Owned
Residence	Board	Principal Occupation	or Controlled(1)
Munaf Ali(2) Dubai, UAE	Director (March 2019)	Founder and Chief Executive Officer of Phoenix Technology Consultants	1,340,000 Shares (19.9%)
Robert Kidd(2) Ontario, Canada	CEO, CFO, Director (March 2019)	Managing Director of 3iQ Corp.	1,340,000 Shares (19.9%)
Paul Mesburis(2) Ontario, Canada	Director (March 2019)	Managing Principal of Empyrean Capital	560,000 Shares (8.3%)
Thomas Tewoldemedhin Ontario, Canada	Director (July 2019)	Founder, President and Chief Executive Officer of Booking Automation Inc.	100,000 Shares (1.5%)

Notes :

(1) Percentages are based on 6,740,000 Common Shares issued and outstanding as of the Effective Date. Information as to the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Corporation, has been furnished by the respective directors individually or obtained from the System for Electronic Disclosure by Insiders and may include Common Shares owned or controlled by spouses and/or children of such individuals and/or companies controlled by such individuals or their spouses and/or children.

(2) Member of the Audit Committee.

Biographical information regarding the proposed nominees is set out below.

Munaf Ali – Director

Mr. Munaf Ali is the founder and chief executive officer of Phoenix Technology Consultants, providing consulting and solutions in the blockchain, crypto currency and mining areas. Previously Mr. Ali was the Vice President of Capital Markets at Citigroup Private Bank in London from July 2005 to June 2006 and the Vice President of Capital Market at Citigroup Private Bank in Dubai from June 2006 – July 2007. After his time at Citigroup Private Bank, Mr. Ali went on to co-found and become the chief executive officer of Range Developments, developing luxury hotels in St Kitts and the Commonwealth of Dominica. Mr. Ali was previously a FSA Qualified General Representative and member of the Financial Markets Association. Mr. Ali received his BSc (honours) Insurance and Investment degree from the City University Business School in London, England.

Robert Kidd – Director, Chief Executive Officer and Chief Financial Officer

Robert Kidd is a Managing Director of 3iQ as of April 2020. Prior to this appointment he was a consultant to firms in the financial services industry and prior to this he was the Chief Executive Officer and Director of Marquest Asset Management Inc. from December 2016 to January 2018. Previously, Mr. Kidd was the Chief Executive Officer, President, and Director of Artemis Investment Management Limited, a Canadian asset management firm. Prior to his appointment as Chief Executive Officer in January of 2016, Mr. Kidd was Vice President, Business Development of Artemis. From January 2009 to May 2014 he was the Chief Executive Officer of Gradient Power Ltd., a private renewable energy developer based in Ontario, and a Vice President of 3IQ Corp. from July 2012 until July 2013. Prior to founding Gradient Power he was Chairman, Chief Executive Officer, President and a Director of Gatehouse Capital Inc., a manager of closed-end investment trusts from July 2004 to December 2008. From March 1997 to June 2004, Mr. Kidd was a Managing Director of Brenton Reef Capital Inc. and the President, Chief Executive Officer and a Director of Connor, Clark & Lunn Capital Markets Inc. from April 2001 to June 2004. Prior to such time, Mr. Kidd was a Vice-President, Investments of Triax Investment Management Inc., now First Asset Investment Management Inc., from May 1999 to March 2001. Mr. Kidd attended Queen’s University in Kingston, Ontario.

Paul Mesburis – Director

Mr. Paul Mesburis is the Managing Principal of Empyrean Capital, and has more than twenty years of international experience in financial and capital markets. His capital markets experience encompasses senior roles for both buy-side and sell-side firms. On the buy-side, he has managed portfolios for global investment strategies in both debt and equities. On the sell-side, his experience includes senior roles in mergers and acquisitions, investment banking, and institutional equity research at HSBC Securities, Scotiabank Global Banking and Markets and Deutsche Bank Securities. His views on investments have been quoted in the media, including Report on Business of The Globe and Mail and the Financial Post, as well as the subject of features on BNN – Business News Network. In 2012, he was honoured with a Canadian Lipper Fund Award which recognizes funds that have excelled in delivering consistently strong risk-adjusted performance, relative to their peers. Mr. Mesburis received his Master of Business Administration degree from the Schulich School of Business at York University, his Bachelor of Arts degree from the University of Toronto, and has completed Executive Education at Harvard Business School. Mr. Mesburis holds the Chartered Professional Accountant (Ontario), Certified Public Accountant (Illinois), and Chartered Financial Analyst designations. Mr. Mesburis serves on the board of directors and is the Chair of the Audit Committee of Avivagen Inc., and previously served as a director of EEStor Corp. and Prometic Life Sciences Inc.

Thomas Tewoldemedhin – Director and Corporate Secretary

Mr. Thomas Tewoldemedhin is the founder, President and CEO of Booking Automation Inc. He previous co-founded TNTech Canada, Canada’s largest on-site paging service company and served as the CEO from 2009 – 2012. Prior to founding TNTech Canada, Mr. Tewoldemedhin obtained corporate experience as a Software Developer and System Architect at IBM. He holds his academic degrees in Bachelor of Applied Science (BASc) in Electrical and Computer Engineering from University of Toronto in 2008. Thomas Tewoldemedhin is the founder of Booking Automation Inc from 2015 - Present. Thomas was president of TNTech Canada 2008 - 2012, Canada's largest on-site paging service company.

The following table sets out the proposed nominees that are directors of other issuers that are reporting issuers (or the equivalent) in Canada or a foreign jurisdiction, the name of such reporting issuers and the name of the exchange or market applicable to such reporting issuers:

		Name of Exchange or Market
Name	Name of Reporting Issuer
		(if applicable)

Paul Mesburis	Avivagen Inc.	TSXV

Corporate Cease Trade Orders or Bankruptcies

No proposed director is, or has been within the past ten (10) years prior to the Effective Date, a director, officer or promoter of any other issuer that, while such person was acting in that capacity, was:

(a) the subject of a cease trade or similar order or an order that denied the issuer access to any

exemptions under applicable securities law for a period of more than thirty (30) consecutive days, or

(b) was declared bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

No proposed director (or any personal holding company of any such individual) is or has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Other than as disclosed in this Circular, to the best of the Corporation’s knowledge, there are no known existing or potential conflicts of interest among it and its directors, officers or other members of management as a result of their outside business interests except that certain of its directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Corporation and their duties as a director or officer of such other companies.

4. Approval of the Corporation’s Option Plan

The policies of the TSXV require all listed companies with a ten percent (10%) rolling stock option plan to obtain shareholder approval of such plan on an annual basis. In July 2019, the Corporation adopted the Option Plan, which plan permits the Board to grant options (“ Options ”) to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the Option grant. At the Meeting, Shareholders will be asked to consider and, if thought appropriate, to pass an ordinary resolution (the “ Option Plan Resolution ”) to approve the current Option Plan. The full text of the Option Plan is attached hereto as Schedule “B”. Shareholders are encouraged to read the full text of the Option Plan.

The Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, Options to purchase Common Shares. The Option Plan provides for a floating maximum limit of Options to purchase ten percent (10%) of the outstanding Common Shares, as permitted by the policies of the TSXV. As at the date hereof, there are 674,000 Common Shares available under the Option Plan. To date, Options to purchase a total of 674,000 Common Shares have been issued to directors, officers, employees and consultants of the Corporation.

Unless disinterested shareholder approval is obtained, the number of Common Shares reserved for issuance pursuant to Options granted to (a) Insiders (as such term is defined in the policies of the TSXV) (as a group) within a twelve (12) month period shall not exceed ten percent (10%) of the outstanding Common Shares; and (b) any one person (other than consultants and employees performing investor relations activities) may not exceed five percent (5%) of the outstanding Common Shares in any twelve (12) month period. The aggregate number of Common Shares reserved for issuance pursuant to Options granted to a consultant in a twelve (12) month period may not exceed two percent (2%) of the outstanding Common Shares. The aggregate number of Common Shares reserved for issuance pursuant to Options granted to all persons retained to provide investor relations activities must not exceed two percent (2%) of the issued and outstanding Common Shares in any twelve (12) month period, calculated on the date of grant. The Board determines the price per Common Share issuable upon exercise of an Option and the number of Common Shares issuable upon the exercise of Options that may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the TSXV.

Options may be exercisable for up to ten (10) years from the date of grant, but the Board has the discretion to grant Options that are exercisable for a shorter period. Options under the Option Plan are not transferable or assignable. If prior to the exercise of an Option, the holder ceases to be a director, officer, employee or consultant of the Corporation, the Option shall be limited to the number of Common Shares purchasable by the holder immediately prior to the time of his or her cessation of office or employment and the holder shall have no right under the Option to purchase any other Common Shares. Pursuant to the Option Plan, Options must be exercised within a reasonable period following termination of employment or cessation of the optionee’s position with the Corporation, or such other period established by the Board, subject to a maximum of one (1) year following the cessation of office, directorship, consulting

arrangement or employment. If the cessation of office, directorship, consulting arrangement or employment was by reason of death or disability, the Option may be exercised within one (1) year, subject to the expiry date.

Management of the Corporation believes that it would be in the best interest of the Corporation to approve the Option Plan to encourage the interest of directors, officers, employees and consultants of the Corporation and its affiliates in the growth and development of the Corporation and its affiliates by providing them with the opportunity through stock options to acquire an increased proprietary interest in the Corporation.

The Option Plan is subject to approval by the TSXV and subject to approval by the Shareholders of the Corporation, as required by the policies of the TSXV.

Shareholders will be asked to approve and confirm the Option Plan by passing the Option Plan Resolution at the Meeting, such resolution to be substantially in the form set forth below:

“ BE IT HEREBY RESOLVED as an ordinary resolution of the Corporation that:
(1) the continued use of the incentive stock option plan of the Corporation, substantially as described in and attached as Schedule “B” to the Management Information Circular of the Corporation dated November 18, 2020 be and is hereby approved and confirmed, including the reservation for issuance thereunder at any time of a maximum of 10% of the issued and outstanding common shares of the Corporation, in accordance with the policies of the TSX Venture Exchange;
(2) the form of the incentive stock option plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;
(3) any one director or officer of the Corporation be authorized to make all such arrangements, to do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise, as may be considered necessary or advisable to give full force and effect to the foregoing; and
(4) the directors of the Corporation may revoke this resolution before it is acted upon without further approval of the Shareholders.”

For the Option Plan to be approved and confirmed, the Option Plan Resolution must be passed by at least a majority of the votes cast with respect to the Option Plan Resolution by the Shareholders of the Corporation present in person or by proxy at the Meeting. If the Option Plan is not approved and confirmed by the Shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees, consultants and other personnel.

The persons designated as proxyholders in the accompanying Instrument of Proxy (absent contrary directions) intend to vote FOR the Option Plan Resolution.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s consolidated financial statements and accompanying management’s discussion and analysis (“ MD&A ”) for the year ended December 31, 2019 and the six months ended June 30, 2020. Copies of the audited consolidated financial statements and MD&A for the year ended December 31, 2019 and interim financial statements and MD&A for the quarter ended June 30, 2020, are available under the Corporation’s profile on SEDAR.

Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com.

DIRECTOR APPROVAL

The contents of this Management Information Circular and the sending hereof to the Shareholders of the Corporation have been approved by the Board.

DATED at Toronto, Ontario this 18th day of November, 2020.

(signed) “Robert Kidd” Robert Kidd Chief Executive Officer, Chief Financial Officer and Director

A-1

SCHEDULE “A”

LOGICA VENTURES CORP. (THE “CORPORATION”) AUDIT COMMITTEE CHARTER

A. Composition and Process

The audit committee of the Corporation (the “ Audit Committee ”) shall be composed of a minimum of three members of the board of directors of the Corporation (the “ Board of Directors ”), a majority of whom are independent. An independent director, as defined in National Instrument 52-110 - Audit Committees (“ NI 52110 ”) is a director who has no direct or indirect material relationship which could, in the view of the Corporation’s Board of Directors, be reasonably expected to interfere with the exercise of a members independent judgment or as otherwise determined to be independent in accordance with NI 52-110.
Members shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience.
The chairperson of the Audit Committee (the “ Chairperson ”) shall be appointed by the Board of Directors for a one-year term, and may serve any number of consecutive terms.
All members of the Audit Committee are encouraged to become financially literate if they are not already. Financial literacy is the ability to read and understand a balance sheet, income statement and cash flow statement that present a breadth and level of complexity comparable to the Corporation’s financial statements.
The Chairperson shall, in consultation with management, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members with sufficient time for study prior to the meeting.
The Audit Committee shall try to meet at least four times per year and may call special meetings as required. A quorum at meetings of the Audit Committee shall be its Chairperson and one of its other members or the Chairman of the Board of Directors. The Audit Committee may hold its meetings, and members of the Audit Committee may attend meetings, by telephone conference if this is deemed appropriate.
The minutes of the Audit Committee meetings shall accurately record the decisions reached and shall be distributed to Audit Committee members with copies where applicable to the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the external auditor.
The Audit Committee enquires about potential claims, assessments and other contingent liabilities.
The Charter of the Audit Committee shall be reviewed by the Board of Directors on an annual basis.

B. Authority

Appointed by the Board of Directors pursuant to provisions of the Business Corporations Act (Ontario) and the Memorandum and Articles of Association of the Corporation.
Primary responsibility for the Corporation’s financial reporting, accounting systems and internal controls is vested in senior management and is overseen by the Board of Directors. The Audit Committee is a standing committee of the Board of Directors established to assist it in fulfilling its responsibilities in this regard. The Audit Committee shall have responsibility for overseeing management reporting on internal controls. While it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the Audit Committee to ensure that management has done so.
In fulfilling its responsibilities, the Audit Committee shall have unrestricted access to the Corporation’s personnel and documents and will be provided with the resources necessary to carry out its responsibilities.

A-2

The Audit Committee shall have direct communication channels with the internal auditor (if any) and the external auditor to discuss and review specific issues, as appropriate.
The Audit Committee shall have the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties.
The Audit Committee shall establish the compensation to be paid to any advisors employed by the Audit Committee and such compensation shall be paid by the Corporation as directed by the Audit Committee.

C. Relationship with External Auditors

An external auditor must report directly to the Audit Committee.
The Audit Committee is directly responsible for overseeing the work of the external auditor including the resolution of disagreements between management and the external auditor regarding financial reporting.
The Audit Committee shall implement structures and procedures to ensure that it meets with the external auditor on at least an annual basis in the absence of management.

D. Accounting Systems, Internal Controls and Procedures

Obtain reasonable assurance from discussions with and/or reports from management, and reports from external auditors that accounting systems are reliable and that the prescribed internal controls are operating effectively for the Corporation and its subsidiaries and affiliates.
The Audit Committee shall review to ensure to its satisfaction that adequate procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements and will periodically assess the adequacy of those procedures.
Direct the external auditor’s examinations to particular areas.
Review control weaknesses identified by the external auditor, together with management’s response.
Review with the external auditor its view of the qualifications and performance of the key financial and accounting executives.
In order to preserve the independence of the external auditor the Audit Committee will:
(a) Recommend to the Board of Directors the external auditor to be nominated; and
(b) Recommend to the Board of Directors the compensation of the external auditor’s engagement;
The Audit Committee shall review and pre-approve any engagements for non-audit services to be provided by the external auditor or its affiliates, together with estimated fees, and consider the impact on the independence of the external auditor.
Review with management and with the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting.
The Audit Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and most recent former external auditor of the Corporation.
The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

A-3

The Audit Committee shall on an annual basis, prior to public disclosure of its annual financial statements, ensure that the external auditor’s participant status has not been terminated, or, if its participant status was terminated, has been reinstated in accordance with the Canadian Public Accountability Board (“ CPAB ”) bylaws and is in compliance with any restriction or sanction imposed by the CPAB.

E. Statutory and Regulatory Responsibilities

Annual Financial Information - review the annual audited financial statements and related management’s discussion and analysis (“ MD&A ”), including any related press releases if same contains material information, and recommend their approval to the Board of Directors, after discussing matters such as the selection of accounting policies (and changes thereto), major accounting judgments, accruals and estimates with management and the external auditor.
Annual Report - review the management MD&A section and all other relevant sections of the annual report, if prepared, to ensure consistency of all financial information included in the annual report.
Interim Financial Statements - review the quarterly interim financial statements and related MD&A, related press releases and recommend their approval to the Board of Directors.
Earnings Guidance/Forecasts - review forecasted financial information and forward looking statements.

F. Reporting

Report, through the Chairperson of the Audit Committee, to the Board of Directors following each meeting on the major discussions and decisions made by the Audit Committee.
Review the Audit Committee’s Charter annually and recommend the approval of any proposed amendments to the Board of Directors.

G. Other Responsibilities

Investigating fraud, illegal acts or conflicts of interest.
Discussing selected issues with corporate counsel or the external auditor or management.

B-1

SCHEDULE “B” OPTION PLAN

1. Purpose of the Plan

The purpose of the Plan is to provide the Participants with an opportunity to purchase Common Shares and benefit from the appreciation thereof. This proprietary interest in the Corporation will provide an increased incentive for the Participants to contribute to the future success and prosperity of the Corporation, thus enhancing the value of the Common Shares for the benefit of all the shareholders and increasing the ability of the Corporation and its Subsidiaries to attract and retain individuals of exceptional skill.

2. Defined Terms

1 Where used herein, the following terms shall have the following meanings (all other capitalized terms used and not defined herein shall have the meanings ascribed to them in the TSX Venture Exchange Corporate Finance Manual):
(a) “ Acceleration Right ” means the Participant’s right, in certain circumstances, to exercise its outstanding Option as to all or any of the Common Shares in respect of which such Option has not previously been exercised and which the Participant is entitled to exercise, including in respect of Common Shares not otherwise vested at such time;
(b) “ Board ” means the board of directors of the Corporation;
(c) “ Business Day ” means each day other than a Saturday, Sunday or statutory holiday in Ontario, Canada;
(d) “ Common Shares ” means the common shares in the capital of the Corporation or, in the event of an adjustment contemplated by Article 8 hereof, such shares to which a Participant may be entitled upon the exercise of an Option as a result of such adjustment;
(e) “ Corporation ” means Logica Ventures Corp., and includes any successor corporation thereof;
(f) “ Exchange ” means the TSX Venture Exchange or, if the Common Shares are not then listed and posted for trading on the TSX Venture Exchange, then on any stock exchange in Canada on which such shares are listed and posted for trading or any other regulatory body having jurisdiction as may be selected for such purpose by the Board;
(g) “ Exercise Notice ” means the notice in writing signed by the Participant or the Participant’s legal personal representatives addressed to the Corporation specifying an intention to exercise all or a portion of the Option;
(h) “ Expiry Time ” means the time at which the Options will expire, being 4:00 p.m. (Toronto time) on a date to be fixed by the Board at the time the Option is granted, which date will not be more than ten years from the date of grant;
(i) “ Fair Market Value ” means, for the purposes of sections 4.5 and 9.4 hereof, at any date in respect of the Common Shares, the closing price of the Common Shares as reported by the Exchange on the last trading day immediately preceding such date or, if the Common Shares are not listed on any stock exchange, a price determined by the Board;
(j) “ Insider ” has the meaning ascribed thereto in the Exchange Corporate Finance Manual;
(k) “ Option ” means an option to purchase Common Shares from treasury granted by the Corporation to a Participant, subject to the provisions contained herein;

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(l) “ Option Price ” means the price per share at which Common Shares may be purchased under the Option, as the same may be adjusted herein;
(m) “ Participants ” means the directors, officers and employees of, and consultants to, the Corporation or its Subsidiaries, as defined by the relevant Exchange, subject to compliance with the applicable requirements of the Exchange, the Personal Holding Companies of such persons, to whom an Option has been granted by the Board pursuant to the Plan and which Option or a portion thereof remains unexercised;
(n) “ Personal Holding Company ” means a company of which 100% of the voting shares are beneficially owned, directly or indirectly, by a director, officer or employee of, or consultant to, the Corporation or its Subsidiaries and such entity shall be bound by the Plan in the same manner as if the Options were held directly;
(o) “ Plan ” means this stock option plan of the Corporation, as the same may be amended or varied from time to time;
(p) “ Subsidiary ” means any corporation that is a subsidiary of the Corporation, as such term is defined under the Business Corporations Act (Ontario), as such provision is from time to time amended, varied or re-enacted, or a “related entity” as defined in section 2.22 of National Instrument 45-106; and
(q) “ Take-Over Bid ” has the meaning ascribed thereto in the Securities Act (Ontario), as such provision is from time to time amended, varied or re-enacted.

3. Administration of the Plan

1 The Board shall administer this Plan. Options granted under the Plan shall be granted in accordance with determinations made by the Board pursuant to the provisions of the Plan as to: (a) the Participants to whom and the time or times at which the Options will be granted; the number of Common Shares which shall be the subject of each Option; (b) any vesting provisions attaching to the Option; and (c) the terms and provisions of the respective stock option agreements, provided however, that each director, officer, employee or consultant shall have the right not to participate in the Plan and any decision not to participate therein shall not affect the employment by or engagement with the Corporation. The Board shall ensure that Participants under the Plan are eligible to participate under the Plan, and, if required by the Exchange, shall represent and confirm that the Participant is a bona fide employee, consultant or management company employee (as defined in the policies of the Exchange).
2 The Board may, from time to time, adopt such rules and regulations for administering the Plan as it may deem proper and in the best interests of the Corporation and may, subject to applicable law, delegate its powers hereunder to administer the Plan to a committee of the Board (the “ Committee ”). The Committee shall be comprised of two or more members of the Board who shall serve at the pleasure of the Board. Vacancies occurring on the Committee shall be filled by the Board.
3 The Committee (or the Board where the Committee has not been constituted) shall have the power to delegate to any member of the Board or officer so designated (the “ Administrator ”), the power to determine which Participants are to be granted Options and to grant such Options, the number of Common Shares purchasable under each Option, the Option Price and the time or times when and the manner in which Options are exercisable, and the Administrator shall make such determinations in accordance with the provisions of this Plan and with applicable securities and stock exchange regulatory requirements, subject to final approval by the Committee or Board.

4. Granting of Option

1 Participants may be granted Options from time to time. The grant of Options will be subject to the conditions contained herein and may be subject to additional conditions determined by the Board from time to time. Each Option granted hereunder shall be evidenced by an agreement in writing, signed on behalf of the Corporation and by the Participant, in such form as the Board shall approve from time to time. Each such agreement shall recite that it is subject

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to the provisions of this Plan.

2 The aggregate number of Common Shares of the Corporation allocated and made available to be granted to Participants under the Plan shall not exceed 10% of the issued and outstanding Common Shares of the Corporation as at the date of grant (on a non-diluted basis). Any issuance of Common Shares from treasury pursuant to the exercise of Options shall automatically replenish the number of Common Shares available for Option grants under the Plan. Common Shares in respect of which Options are cancelled or not exercised prior to expiry, for any reason, shall be available for subsequent Option grants under the Plan. No fractional shares may be purchased or issued hereunder.
3 The Corporation shall at all times, during the term of the Plan, reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of the Plan.
4 Any grant of Options under the Plan shall be subject to the following restrictions:
(a) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to any one Participant, other than a consultant, in any 12 month period may not exceed 5% of the Corporation’s total issued and outstanding Common Shares, unless disinterested shareholder approval is obtained;
(b) the aggregate number of Common Shares issuable pursuant to Options granted to Insiders pursuant to the Plan and other security based compensation arrangements may not exceed 10% of the Corporation’s total issued and outstanding Common Shares, unless disinterested shareholder approval is obtained;
(c) the aggregate number of Common Shares issued to Insiders pursuant to the Plan and other security based compensation arrangements in any 12 month period may not exceed 10% of the Corporation’s total issued and outstanding Common Shares, unless disinterested shareholder approval is obtained;
(d) no more than 2% of the total issued and outstanding Common Shares at the time of grant may be granted to any one consultant in any 12 month period; and
(e) no more than an aggregate of 2% of the total issued and outstanding Common Shares at the time of grant may be granted to all persons engaged to conduct Investor Relations Activities in any 12 month period.
5 Provided that the Corporation is listed on the Toronto Stock Exchange (the “ TSX ”) and is in compliance with applicable TSX requirements, the Board may grant Options which allow a Participant to elect to exercise its Option on a “cashless basis”, whereby the Participant, instead of making a cash payment for the aggregate exercise price, shall be entitled to be issued such number of Common Shares equal to the number which results when: (i) the difference between the aggregate Fair Market Value of the Common Shares underlying the Option and the aggregate exercise price of such Option is divided by (ii) the Fair Market Value of each Common Share. For greater certainty, the Options may not be exercised on a “cashless basis” while the Common Shares are listed on the Exchange.
6 All Options granted pursuant to this Plan shall be subject to rules and policies of the Exchange and any other regulatory body having jurisdiction.
7 A Participant who has been granted an Option may, if otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional Option if the Board so determines.

5. Option Price

1 Subject to applicable Exchange approval, the Option Price shall be fixed by the Board at the time the Option is granted to a Participant. In no event shall the price be less than the Discounted Market Price (as defined in the policies of the Exchange). If a press release fixing the price is not issued, the Discounted Market Price is the closing price per Common Share on the Exchange on the last trading day preceding the date of grant on which there was a closing price (less the applicable discount) or, if the Common Shares are not listed on any stock exchange, a price determined

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by the Board; provided that, if the Board, in its sole discretion, determines that the closing price on the last trading day preceding the date of grant would not be representative of the market price of the Common Shares, then the Board may base the price on the greater of the closing price and the weighted average price per share for the Common Shares for five (5) consecutive trading days ending on the last trading day preceding the date of grant on which there was a closing price on the Exchange. The weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the Exchange during the said five (5) consecutive trading days, by the total number of Common Shares so sold.

2 Once the Option Price has been determined by the Board, accepted by the Exchange and the Option has been granted, if the Participant is an Insider, the Option Price may only be reduced if disinterested shareholder approval is obtained; provided that such disinterested shareholder approval is then a requirement of the Exchange or other regulatory body having jurisdiction.

6. Term of Option

1 The term of the Option shall be a period of time fixed by the Board, not to exceed ten years from the date of grant. Unless the Board determines otherwise, Options shall be exercisable in whole or in part at any time during this period in accordance with such vesting provisions, conditions or limitations (including applicable hold periods) as are herein contained or as the Board may from time to time impose, or as may be required by the Exchange or under applicable securities law.
2 Each Option and all rights thereunder shall be expressed to expire at the Expiry Time, but shall be subject to earlier termination in accordance with Section 12 hereof.
3 Subject to any specific requirements of the Exchange, the Board shall determine the vesting period or periods within the Option term, during which a Participant may exercise an Option or a portion thereof.
4 In addition to any resale restriction under securities laws, an Option may be subject to a four month Exchange hold period commencing on the date the Option is granted.
5 Except in the case of a Participant’s Option that terminates pursuant to section 12.4 below, in the event that the term of any Option expires within or immediately following a “blackout period” imposed by the Corporation, the Option shall expire on the date (the “ Blackout Expiration Date ”) that is ten Business Days following the end of such blackout period. The Blackout Expiration Date shall not be subject to the discretion of the Board.

7. Exercise of Option

1 Subject to the provisions of the Plan and the terms of any stock option agreement, an Option or a portion thereof may be exercised, from time to time, by delivery of the Exercise Notice to the Corporation’s principal office in Toronto, Ontario. The Exercise Notice shall state the intention of the Participant or the Participant’s legal personal representative to exercise the said Option or a portion thereof and specify the number of Common Shares in respect of which the Option is then being exercised, and shall be accompanied by the full purchase price of the Common Shares which are the subject of the exercise. Such Exercise Notice shall contain the Participant’s undertaking to comply, to the satisfaction of the Corporation, with all applicable requirements of the Exchange and any applicable regulatory authorities.

8. Adjustments in Shares

1 If the outstanding shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation through a re-organization, plan of arrangement, merger, recapitalization, re-classification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made by the Board, in its discretion, in the number or kind of shares optioned and the exercise price per share with respect to: (a) previously granted and unexercised Options or portions thereof; and (b) Options which may be granted subsequent to any such change in the Corporation’s capital.

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2 Determinations by the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. The Corporation shall not be obligated to issue fractional securities in satisfaction of any of its obligations hereunder.

9. Accelerated Vesting

1 In the event that certain events such as a liquidation or dissolution of the Corporation or a re-organization, plan of arrangement, merger or consolidation of the Corporation with one or more corporations, as a result of which the Corporation is not the surviving corporation, or the sale by the Corporation of all or substantially all of the property and assets of the Corporation to another corporation prior to the Expiry Time, are proposed or contemplated, the Board may, notwithstanding the terms of this Plan or any stock option agreements issued hereunder, exercise its discretion, by way of resolution, to permit accelerated vesting of Options on such terms as the Board sees fit at that time. If the Board, in its sole discretion, determines that the Common Shares subject to any Option granted hereunder shall vest on an accelerated basis, all Participants entitled to exercise an unexercised portion of Options then outstanding shall have the right at such time, upon written notice being given by the Corporation, to exercise such Options to the extent specified and permitted by the Board and within the time period specified by the Board, which shall not extend past the Expiry Time.
2 An Option may provide that whenever the Corporation’s shareholders receive a Take-Over Bid and the Corporation supports this bid, pursuant to which the “offeror” would, as a result of such Take-Over Bid being successful, beneficially own in excess of 50% of the outstanding Common Shares, the Participant may exercise the Acceleration Right. The Acceleration Right shall commence on the date of the mailing of the Board circular recommending acceptance of the Take-Over Bid and end on the earlier of:
(a) the Expiry Time; and
(b) (i) in the event the Take-Over Bid is unsuccessful, the expiry date of the Take-Over Bid; and (ii) in the event the Take-Over Bid is successful, the tenth (10th) day following the expiry date of the TakeOver Bid.
3 At the time of the termination of the Acceleration Right, the original vesting terms of the Options shall be reinstated with respect to the Common Shares issuable thereunder which were not acquired by the holders of such Options pursuant to the terms thereof. Notwithstanding the foregoing, the Acceleration Right may be extended for such longer period as the Board may resolve.
4 Provided that the Corporation is listed on the TSX and is in compliance with applicable TSX requirements, the Corporation may satisfy any obligations to a Participant hereunder by paying to the Participant in cash the difference between the exercise price of all unexercised Options granted hereunder and the Fair Market Value of the Common Shares to which the Participant would be entitled upon exercise of all unexercised Options, regardless of whether all conditions of exercise relating to continuous employment have been satisfied.

10. Capital Pool Company Restrictions

As long as the Corporation is classified as a Capital Pool Company (as defined in Policy 2.4 of the Exchange) (a “ CPC ”), the terms and conditions of the Plan will remain subject to the following specific restrictions:

(a) Options granted by the CPC may only entitle the Participant to acquire Common Shares of the CPC. Options may only be granted to a director or officer of the CPC, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors or the Target Company, as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant. The total number of Common Shares reserved for issuance pursuant to Options may not exceed 10% of the Common Shares outstanding as at the closing of the CPC’s initial public offering (the “ IPO ”).

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(b) The number of Common Shares reserved for issuance pursuant to Options to any individual director or officer may not exceed 5% of the Common Shares outstanding as at the closing of the IPO. The number of Common Shares reserved for issuance pursuant to Options to all technical consultants may not exceed 2% of the Common Shares outstanding as at the closing of the IPO. Options granted by a CPC are subject to the percentage limitations set forth in Policy 4.4 of the Exchange.
(c) The CPC is prohibited from granting Options to any person providing Investor Relations Activities, promotional or market-making services.
(d) The exercise price per Common Share under any Option granted by a CPC cannot be less than the greater of the IPO Share price and the Discounted Market Price.

11. Decisions of the Board

All decisions and interpretations of the Board respecting the Plan or Options granted thereunder shall be conclusive and binding on the Corporation and the Participants and their respective legal personal representatives and on all directors, officers, employees and consultants of the Corporation who are eligible to participate under the Plan.

12. Ceasing to be a Director, Officer, Employee or Consultant

1 Subject to the terms of the applicable stock option agreements and subject to sections 12.2 and 12.5 hereof, in the event of the Participant ceasing to be a director, officer, employee or consultant of the Corporation or a Subsidiary for any reason other than death, including the resignation or retirement of the Participant or the termination by the Corporation or a Subsidiary of the employment of the Participant, prior to the Expiry Time, such Option (including an Option held by a Participant’s Personal Holding Company) may be exercised as to such Common Shares in respect of which the Option has not previously been exercised (and as the Participant would have been entitled to exercise) at any time up to and including (but not after) the earlier of: (a) the Expiry Time; and (b) a date that is ninety (90) days (or such other period as may be determined by the Board, provided that such period is not more than one year) following the effective date of such resignation or retirement or a date that is ninety (90) days (or such other period as may be determined by the Board, provided that such period is not more than one year) following the date notice of termination of employment is given by the Corporation or a Subsidiary, whether such termination is with or without reasonable notice, and subject to such shorter period as may be otherwise specified in the stock option agreement, after which date the Option shall forthwith expire and terminate and be of no further force or effect whatsoever.
2 Options granted to any Participant while the Corporation is a CPC that does not continue as a director, officer, technical consultant or employee of the Resulting Issuer (being the Issuer that was formerly a CPC, which exists upon issuance of the Exchange Bulletin following closing of the Qualifying Transaction) (the “ Resulting Issuer ”), have a maximum term of the later of 12 months after the Completion of the Qualifying Transaction (as defined in Exchange Policy 2.4) and 90 days after the Participant ceases to be a director, officer, technical consultant or employee of the Resulting Issuer. Any Common Shares acquired on exercise of Options prior to the Completion of the Qualifying Transaction (as defined in Exchange Policy 2.4) must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin (as defined in Exchange Policy 2.4) is issued.
3 In consideration of the Option hereby granted, in the event of the resignation or retirement of the Participant or the termination of employment by the Corporation without cause, the Participant hereby covenants not to sue the Corporation for damages arising from the loss of rights granted hereunder and releases the Corporation from any damages.
4 Notwithstanding the foregoing, in the event of termination for cause, such Option (including an Option held by a Participant’s Personal Holding Company) shall expire and terminate immediately at the time of delivery of notice of termination of employment for cause to the Participant by the Corporation or a Subsidiary and shall be of no further force or effect whatsoever as to the Common Shares in respect of which an Option has not previously been exercised.
5 In the event of the death of a Participant on or prior to the Expiry Time, such Option (including an Option held by a Participant’s Personal Holding Company) may be exercised as to such of the Common Shares in respect of which

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such Option has not previously been exercised (and as the Participant would have been entitled to purchase), by the legal personal representatives of the Participant at any time up to and including (but not after) a date one (1) year from the date of death of the Participant, after which date the Option shall forthwith expire and terminate and be of no further force or effect whatsoever.

6 Options shall not be affected by any change of employment of the Participant where the Participant continues to be employed by the Corporation or any of its Subsidiaries.

13. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or to the extent, if any, permitted by the Exchange.

14. Amendment or Discontinuance of Plan

(a) The approval of the Board and the requisite approval from the Exchange and the shareholders shall be required for any of the following amendments to be made to the Plan:

(i) any increase to the fixed maximum percentage of Common Shares issuable under the Plan;
(ii) a reduction in the exercise price or purchase price of an Option (other than for standard antidilution purposes) held by or benefiting an Insider;
(iii) an increase in the maximum number of Common Shares that may be issued to Insiders within any one year period or that are issuable to Insiders at any time;
(iv) an extension of the term of an Option held by or benefiting an Insider;
(v) any change to the definition of “Participants” which would have the potential of broadening or increasing Insider participation;
(vi) the addition of any form of financial assistance;
(vii) any amendment to a financial assistance provision which is more favourable to Participants;
(viii) provided that the Corporation is listed on the TSX, the addition of a cashless exercise feature, payable in cash or securities which does not provide for a full deduction of the number of underlying securities from the Plan reserve;
(ix) the addition of a deferred or restricted share unit or any other provision which results in Participants receiving securities while no cash consideration is received by the Corporation; and
(x) any other amendments that may lead to significant or unreasonable dilution in the Corporation’s outstanding securities or may provide additional benefits to Participants, especially Insiders, at the expense of the Corporation and its existing shareholders.
(b) The Board may, without shareholder approval but subject to receipt of requisite approval as required by the Exchange, in its sole discretion make all other amendments to the Plan that are not of the type contemplated in subsection 14(a) above including, without limitation:
(i) amendments of a housekeeping nature;
(ii) a change to the vesting provisions of an Option or the Plan;

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(iii) a change to the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date, except as contemplated in Section 6.5 above; and
(iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Plan reserve.

15. Participants’ Rights

1 A Participant shall not have any rights as a shareholder of the Corporation until the issuance of a certificate for Common Shares upon the exercise of an Option or a portion thereof, and then only with respect to the Common Shares represented by such certificate or certificates.
2 Nothing in the Plan or any Option shall confer upon any Participant any rights to continue in the employ of the Corporation or any Subsidiary or affect in any way the right of the Corporation or any such Subsidiary to terminate the employment of the Participant at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any such Subsidiary to extend the employment of any Participant beyond the time such Participant would normally retire pursuant to the provisions of any present or future retirement plan of the Corporation or any Subsidiary, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Subsidiary.

16. Approvals

1 The Plan shall be subject, if applicable, to the approval of the Exchange or other regulatory body having jurisdiction at that time and, if so required thereby, to the approval of the shareholders of the Corporation.
2 Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless such approval and acceptance is given.

17. Government Regulation

1 The Corporation’s obligation to issue and deliver Common Shares under any Option is subject to:
(a) the satisfaction of all requirements under applicable securities laws in respect thereof and obtaining all regulatory approvals as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;
(b) the admission of such Common Shares to listing on any stock exchange on which such Common Shares may then be listed; and
(c) the receipt from the Participant of such representations, warranties, agreements and undertakings as to future dealings in such Common Shares as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.
2 In this regard, the Corporation shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares and for the listing of such Common Shares on the Exchange, in compliance with applicable securities laws. If any shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such shares shall terminate and the Option Price paid to the Corporation will be returned to the Participant.

18. Costs

The Corporation shall pay all costs of administering the Plan.

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19. Interpretation

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

20. Compliance with Applicable Law

If any provision of the Plan or any Option contravenes any law or any order, policy, bylaw or regulation of any regulatory body or the Exchange, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

AI assistant

Galactic Gold Corp. — AGM Information 2020

47818_rns_2020-11-25_b8028156-6bcf-4491-8855-7d7165433813.pdf

LOGICA VENTURES CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

AND

LOGICA VENTURES CORP. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

IMPORTANT

By Order of the Board of Directors of LOGICA VENTURES CORP.

LOGICA VENTURES CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment, Time for Deposit and Revocation of Proxies

Non-Registered Holders

Revoking a Proxy

Signature on Proxies

Voting of Proxies

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation of Directors

Outstanding Share-Based Awards and Option-Based Awards for Directors

Incentive Plan Awards – Value Vested or Earned During the Financial Period for Directors

Compensation of Executive Officers

Securities Authorized for Issuance under Equity Compensation Plans

Pension and Other Benefit Plans

Termination of Employment, Change in Responsibilities and Employment Contracts

Other Compensation

Option Plan

The Option Plan is administered by the Board.

AUDIT COMMITTEE

Composition of the Audit Committee

Notes :

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Audit Committee Charter

External Auditor Service Fees (By Category)

CORPORATE GOVERNANCE

MATTERS TO BE CONSIDERED AT THE MEETING

1. Financial Statements

2. Appointment and Remuneration of Auditor

3. Election of Directors

Munaf Ali – Director

Robert Kidd – Director, Chief Executive Officer and Chief Financial Officer

Paul Mesburis – Director

Thomas Tewoldemedhin – Director and Corporate Secretary

Corporate Cease Trade Orders or Bankruptcies

Conflicts of Interest

4. Approval of the Corporation’s Option Plan

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

SCHEDULE “A”

LOGICA VENTURES CORP. (THE “CORPORATION”) AUDIT COMMITTEE CHARTER

A. Composition and Process

B. Authority

C. Relationship with External Auditors

D. Accounting Systems, Internal Controls and Procedures

E. Statutory and Regulatory Responsibilities

F. Reporting

G. Other Responsibilities

SCHEDULE “B” OPTION PLAN

1. Purpose of the Plan

2. Defined Terms

3. Administration of the Plan

4. Granting of Option

5. Option Price

6. Term of Option

7. Exercise of Option

8. Adjustments in Shares

9. Accelerated Vesting

10. Capital Pool Company Restrictions

11. Decisions of the Board

12. Ceasing to be a Director, Officer, Employee or Consultant

13. Transferability

14. Amendment or Discontinuance of Plan

Galactic Gold Corp. AGM Information 2020