GBLT Corp.

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Annual & Special Meeting of Shareholders

to be held on January 12, 2021

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of shareholders of GBLT Corp. (the “ Corporation ”) will be held by electronic means, on Tuesday, the 12[th] day of January, 2021 at the hour of 10:00 a.m. (Toronto time) for the following purposes:

to receive the audited financial statements of the Corporation for the years ended December 30, 2019 and 2018 and the auditor’s reports thereon, and the financial statements of the Corporation for the three and nine months ended September 30, 2020 and 2019;
to elect directors for the ensuing year;
to appoint auditors of the Corporation for the ensuing year and authorize the directors to fix their remuneration;
to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution (the text of which is disclosed in Section 8(iv) of the Management Information Circular) to ratify, confirm and approve the 2020 Option Plan (as such term is defined in the Management Information Circular), as more particularly described in the Management Information Circular; and
to transact such further or other business as may properly come before the said meeting or any adjournment or adjournments thereof.

A copy of the Management Information Circular, a form of proxy and a return envelope accompany this Notice of Meeting, and are available to the public on the SEDAR website at www.sedar.com.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting was December 4, 2020 (the “ Record Date ”). Shareholders of the Corporation whose names had been entered on the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

A shareholder may participate in the Meeting via Zoom or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof via Zoom are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof.

In order to register and participate in the Meeting via Zoom, please go to https://bit.ly/3nmbGfE.

The instrument appointing a proxy must be in writing and must be executed by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The individuals named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a proxyholder other than such individuals, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder’s behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

DATED this 7[th] day of December, 2020.

BY ORDER OF THE BOARD

(signed) “Dr. Thilo Senst ” Chief Executive Officer

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INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF GBLT CORP.

(this information is given as of December 7, 2020)

1. SOLICITATION OF PROXIES

This Information Circular is provided in connection with the solicitation of proxies by the management of GBLT Corp. (the “Corporation”) for use at the Annual and Special Meeting of the Shareholders of the Corporation (the “Meeting”), to be held on January 12, 2021, at the place and time and for the purposes set forth in the Notice of Annual and Special Meeting of Shareholders (the “Notice of Meeting”) and at any adjournment thereof. This solicitation is being made primarily by mail, but proxies may also be solicited by directors, officers or employees of the Corporation. The cost of the solicitation of proxies will be borne by the Corporation.

2. APPOINTMENT OF PROXYHOLDERS

The persons named in the enclosed form of proxy are directors and officers of the Corporation. A shareholder has the right to appoint a person other than the persons named in the enclosed forms of proxy to attend and vote for him or her at the Meeting. In order to do so, the shareholder may cross out the names printed in these forms of proxy and insert such person’s name in the blank space provided thereon or complete another form of proxy. In either case, the duly completed forms of proxy must be delivered to the Corporation, c/o TSX Trust, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, facsimile: (416) 595-9593, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment thereof or the Secretary of the Meeting, on the day of the Meeting or any adjournment thereof. It is not necessary to be a shareholder in order to act as a proxy.

3. REVOCATION OF PROXIES

A shareholder may revoke his proxy at any time, relating to any question for which the voting right granted by the proxy has not yet been exercised, by instrument in writing executed by the shareholder or by his attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized. Such revocation must be deposited with the Corporation, c/o TSX Trust, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, facsimile: (416) 595-9593, at any time up to an including the day preceding the day of the Meeting, or with the Chairman or Secretary of the Meeting on the day of the Meeting, or in any other manner permitted by law.

4. EXERCISE OF PROXY

The voting rights attached to the common shares in the capital of the Corporation (the “ Common Shares ”) represented by proxies will be voted or withheld from voting in accordance with the instructions indicated therein. If no instructions are given, the voting rights attached to said Common Shares will be exercised by those persons designated in the form of proxy and will be voted IN FAVOUR of all the matters described therein.

The enclosed form of proxy confers discretionary voting authority upon the persons named therein with respect to amendments to matters identified in the Notice of Meeting, and with respect to such matters as may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no such amendments or other matters to come before the Meeting.

5. NON-REGISTERED HOLDERS

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shareholders who do not hold their Common Shares in their own name (the “Non-Registered Shareholders”) are advised that only proxies from shareholders of record can be recognized and voted at the Meeting.

Most Shareholders are Non-Registered Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as The CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

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There are two kinds of Non-Registered Shareholders – those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” for Non-Objecting Beneficial Owners).

The Notice of Meeting, this Information Circular and the instrument of proxy or a voting instruction form and the request form (collectively, the “ Meeting Materials ”) are being sent to registered Shareholders, NOBOs and, indirectly through Intermediaries, to OBOs. If you are a Non-Registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these materials to NOBOs directly, the Corporation (and not the Intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Non-Objecting Beneficial Owners

If you are a NOBO, the Corporation is sending the Meeting Materials to you directly. Please complete the voting instruction form and carefully follow the instructions therein for return of the executed form or other method of response. If you wish to vote in person at the Meeting (or to have another person attend and vote on your behalf), you must insert your own name (or such other person’s name) in the space provided for the appointment of a proxyholder on the voting instruction form and carefully follow the instructions therein for return of the executed form or other method of response.

Objecting Beneficial Owners

In accordance with applicable securities law requirements, the Corporation has distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for distribution to OBOs. Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to OBOs. However, the Corporation does not intend to pay for Intermediaries to deliver the proxy-related materials to OBOs. If the Corporation does not pay for an intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their intermediary assumes the cost of delivery.

OBOs are not permitted to vote at the Meeting. Generally, OBOs who have not waived the right to receive Meeting Materials will either:

(i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company , will constitute voting instructions (often called a “ voting instruction form ”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of a one page preprinted form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the OBO must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
(ii) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the OBO but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the OBO when submitting the proxy. In this case, the OBO who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Intermediary.

In either case, the purpose of these procedures is to permit OBOs to direct the voting of the Common Shares they beneficially own. Should an OBO who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the OBO), the OBO should strike out the persons named in the instrument of proxy and insert the OBO or such other person’s name in the blank space provided. In either case, OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the Instrument of Proxy or voting instruction form is to be delivered .

An OBO may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting.

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Unless otherwise indicated in this Information Circular and in the form of proxy and Notice of Meeting attached hereto, shareholders shall mean registered shareholders.

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

Except as described elsewhere in this Information Circular, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of the Corporation, (b) any proposed nominee for election as a director of the Corporation, and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to be acted on at the Meeting.

7. VOTING SECURITIES AND PRINCIPAL HOLDERS

As at the date hereof, the Corporation had 112,525,619 Common Shares outstanding, representing the Corporation's only securities with respect to which a voting right may be exercised at the Meeting. Each Common Share carries the right to one vote at the Meeting. A quorum for the transaction of business at the Meeting is two shareholders, or one or more proxyholders representing two shareholders, or one shareholder and a proxyholder representing another shareholder, holding or representing not less than five percent (5%) of the issued and outstanding Common Shares enjoying voting rights at the Meeting.

The record date to determine a shareholders eligibility to receive the Notice of Meeting and vote at the Meeting was fixed at December 4, 2020 (the “ Record Date ”).

To the knowledge of the directors and senior officers of the Corporation as at the date hereof, based on information provided on the System for Disclosure by Insiders (SEDI) and on information filed by third parties on the System for Electronic Document Analysis and Retrieval (SEDAR), no person or corporation beneficially owned, directly or indirectly, or exercised control or discretion over, voting securities of the Corporation carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation, other than the following:

Name	Number of Common Shares	Percentage of Common Shares(1)
Dr. Thilo Senst(2)	77,094,767	66.8%

Notes:

(1) Calculated on partially diluted basis.

(2) Of the 77,094,767 Common Shares, Dr. Senst is the registered and beneficial holder of 5,000 Common Shares (and stock options exercisable for 2,865,108 Common Shares), and the beneficial holder of 74,224,659 held by SWT Beteiligungs AG.

8. REVERSE TAKE-OVER

On March 22, 2018, the Corporation changed its name from “CUP Capital Corp.” to “GBLT Corp.” and completed a business combination (the “ RTO ”) with GBLT German Battery & Lighting Technologies PLC (“ GBLT PLC ”), the sole shareholder of the operating company GBT GmbH (“ GBT ”). The RTO provided for the acquisition of all of the outstanding equity interests of GBLT PLC by the Corporation in a transaction in which the shareholders of GBLT PLC received common shares of the Corporation and, in case of outstanding convertible securities of GBLT PLC, convertible securities of the Corporation. As a result of the RTO, the Corporation became the sole beneficial owner of all of the outstanding securities (other than non-convertible debt) of GBLT PLC, and GBT remained a wholly owned subsidiary of GBLT PLC. The RTO is described in the long form final prospectus of the Corporation Corp. dated December 21, 2017, and filed on SEDAR at www.sedar.com under the Corporation’s profile.

9. BUSINESS OF THE MEETING

To the knowledge of the directors of the Corporation, the only matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting.

(i) Financial Statements

Pursuant to the Business Corporations Act (Ontario) (the “ OBCA ”), the directors of the Corporation will place before the shareholders at the Meeting the audited financial statements of the Corporation for the years ended December 30, 2019 and 2018 and the auditor’s reports thereon, and the financial statements of the Corporation for the three and nine months ended September 30, 2020 and 2019. Shareholder approval is not required in relation to the financial statements.

(ii) Election of Directors

The board of directors of the Corporation presently consists of four directors. All of the current directors have been directors since the dates indicated below and all will be standing for re-election. The board of directors recommends that shareholders vote FOR the election of the four nominees of management listed in the following table.

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Each director will hold office until his reelection or replacement at the next annual meeting of the shareholders unless he resigns his duties or his office becomes vacant following his death, dismissal or any other cause prior to such meeting.

Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted for the election of the proposed nominees . If any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

Advance Notice Provisions

By-law No. 1 of the Corporation provides shareholders, as well as the directors and management of the Corporation, with a clear framework for nominating directors of the Corporation in connection with any annual or special meeting of shareholders. By-law No. 1 provides for advance notice of nominations of directors of the Corporation which require that advance notice be provided to the Corporation in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Corporation other than pursuant to: (i) a requisition of a meeting of shareholders made pursuant to the provisions of the OBCA; or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. A copy of By-law No. 1 is available under the Corporation’s profile on SEDAR at www.sedar.com.

Nominees to the Board of Directors

Name and Residence	Position and Office	Principal Occupation, Business or Employment within the last five years(1)	Served as Director Since	Number of Common Shares over which Control or Direction is Exercised(1)
Dr. Thilo Senst(2) North Rhine-Westphalia, Germany	Chief Executive Officer and Director	Chief Executive Officer of the Corporation since March 22, 2018 Chief Executive Officer of GBLT PLC since August 30, 2014 Chairman of the advisory board of GBT since February2004	March 22, 2018	77,094,767(3)
Alfred Schopf(2) Baden-Württemberg, Germany	Director	Member of B-to-V Partners, also the CEO of Leica Camera AG	March 22, 2018	Nil
John Denham(2) Toronto, Canada	Director	Chartered Financial Analyst, COO of Eomax Corp. and CFO of Opterus IOnc	March 22, 2018	Nil
Jean-Manuel Bullukian Redwood City, California	Director	VP Alliances AMERICAS & APAC of Ivaula, Inc.	January 7, 2019	Nil

Notes:

(1) The information as to principal occupation, business or employment and shares beneficially owned or controlled is not within the knowledge of management of the Corporation and has been furnished by the respective individuals.

(2) Member of the Audit Committee.

(3) Of the 77,094,767 Common Shares, Dr. Senst is the registered and beneficial holder of 5,000 Common Shares (and stock options exercisable for 2,865,108 Common Shares), and the beneficial holder of 74,224,659 held by SWT Beteiligungs AG.

Corporate Cease Trade Orders or Bankruptcies

None of the proposed directors of the Corporation is, as at the date hereof, or has been, within the previous 10 years, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of the proposed directors of the Corporation is, as at the date hereof, or has been, within the previous 10 years, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

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None of the proposed directors of the Corporation 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 securityholder in deciding whether to vote for a proposed director.

Personal Bankruptcies

None of the proposed directors of the Corporation has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

(iii) Appointment of Auditor

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”), the Corporation changed its auditors from MNP LLP to Dale Matheson Carr-Hilton LaBonte LLP effective April 2, 2018. Pursuant to subsection 4.11(5)(c) of NI 51-102 a copy of the “reporting package” is attached hereto as Schedule “A”. As indicated in the notice contained in the “reporting package”, there are no reportable disagreements between the Corporation and MNP LLP.

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the reappointment of Dale Matheson Carr-Hilton LaBonte LLP, as auditors of the Corporation to hold office until the next annual meeting of shareholders and the authorization of the directors of the Corporation to fix their remuneration.

The directors of the Corporation recommend that shareholders vote in favour of the appointment of Dale Matheson Carr-Hilton LaBonte LLP, and the authorization of the directors of the Corporation to fix their remuneration. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

(iv) Stock Option Plan

Pursuant to section 2.9(b) of Policy 4.4 – Incentive Stock Options (“ Policy 4.4 ”) of the TSX Venture Exchange (the “ Exchange ”), all rolling stock option plans, such as the Corporation’s 10% rolling stock option plan (the “ 2018 Option Plan ”) approved by the Corporation’s shareholders at the annual general and special meeting of shareholders of the Corporation held on March 23, 2017 (which became effective upon the completion of the RTO), must receive shareholder approval yearly, at the Corporation’s annual shareholders meeting.

Accordingly, at the Meeting, shareholders will be asked to pass a resolution approving an amended and restated stock option plan (the “ 2020 Option Plan ”), a copy of the comparison between the 2020 Option Plan compared to the 2018 Option Plan is attached hereto as Schedule “B”, amending and restating the 2018 Option Plan. The minimum exercise price of options is being set at Market Price (as such term is defined in the 2020 Option Plan), as opposed to Discounted Market Price (as such term is defined in the 2018 Option Plan), and certain non-material administrative changes have been made to the 2020 Option Plan.

At the Meeting, shareholders are being asked to consider and, if thought advisable, approve an ordinary resolution in the following form:

“BE IT RESOLVED THAT:

(1) the amended and restated stock option plan of the Corporation, substantially in the form attached at Schedule “B” to the Information Circular of the Corporation dated December 7, 2020, be and the same is hereby ratified, confirmed and approved as the stock option plan of the Corporation;
(2) any director or officer be and is hereby authorized to amend the stock option plan of the Corporation should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange; and
(3) any one director or officer of the Corporation be and is hereby authorized and directed to do all such things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution.”

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the approval of the 2020 Option Plan. The directors of the Corporation recommend that shareholders

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vote in favour of the approval of the 2020 Option Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting.

10. CORPORATE GOVERNANCE DISCLOSURE

Set forth below is a description of the Corporation’s current corporate governance practices, as prescribed by Form 58-101F2, which is attached to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”):

Board of Directors

The directors have determined that Alfred Schopf, John Denham and Jean-Manuel Bullukian, current and prospective members of the board of directors of the Corporation, are independent as such term is defined in NI 58-101.

The directors have determined that Dr. Thilo Senst (Chief Executive Officer), a current and prospective member of the board of directors of the Corporation, is not independent as such term is defined in NI 58-101, as he is an executive officer (as such term is defined in NI 51-102) of the Corporation.

Directorships

None of the directors and prospective directors of the Corporation are presently directors of other issuers that are reporting issuers (or the equivalent).

Orientation and Continuing Education

While the Corporation does not currently have a formal orientation and education program for new members of the board of directors, the Corporation provides such orientation and education on an ad hoc and informal basis. The directors believe that these procedures are a practical and effective approach in light of the Corporation’s particular circumstances, including the size of the Corporation, the number, experience and expertise of its directors.

Ethical Business Conduct

While the board of directors of the Corporation has not adopted a formal written “Code of Business Conduct and Ethics”, the directors monitor on an ongoing basis the activities of management to ensure that the highest standard of ethical conduct is maintained.

The directors’ maintain that the Corporation must conduct and be seen to conduct its business dealings in accordance with all applicable laws and the highest ethical standards. The Corporation’s reputation for honesty and integrity amongst its shareholders and other stakeholders is key to the success of its business. No employee or director will be permitted to achieve results through violation of laws or regulations, or through unscrupulous dealings.

Any director with a conflict of interest or who is capable of being perceived as being in conflict of interest with respect to the Corporation must abstain from discussion and voting by the board of directors or any committee of the board of directors on any motion to recommend or approve the relevant agreement or transaction. The board of directors must comply with conflict of interest provisions of the OBCA.

Nomination of Directors

Both the directors and management are responsible for selecting nominees for election to the board of directors. At present, there is no formal process established to identify new candidates for nomination. The board of directors and management determine the requirements for skills and experience needed on the board of directors from time to time. Nominees are recruited by the directors, and the recruitment process involves both formal and informal discussions among board members and the Chief Executive Officer of the Corporation. The Corporation monitors, but does not formally assess, the performance of individual board members and their contributions. The present board of directors and management expect that new nominees have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required, support for the Corporation’s business objectives and a willingness to serve.

Compensation

The directors carry out the evaluation of the Chief Executive Officer and develop the appropriate compensation policies for both the employees of the Corporation and the directors of the Corporation.

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Base salaries are designed to compensate each Named Executive Officer’s core competencies, skills, experience, and contribution to the Corporation. To date, the Corporation has deliberately kept base salaries below market rates due to the Corporation’s past and operating at a loss.

Going forward, the board of directors of the Corporation intends to review and select a compensation peer group of companies operating in areas with an operational and risk profile similar to the area in which the Corporation operates. Base salaries will be compared to the Corporation's industry peer group through publicly available information and available compensation surveys prepared by compensation consultants. Consideration has been and will be given to the Corporation's growth plans, area of operations and its objective of attracting and retaining highly talented individuals from within the industry.

Assessments

The directors’ believe that nomination to the Corporation’s board of directors is not open ended and that directorships should be reviewed carefully for alignment with the strategic needs of the Corporation. To this extent, the directors constantly review (i) individual director performance and the performance of the board of directors as a whole, including processes and effectiveness; and (ii) the performance of the Chairman, if any, of the board of directors.

11. AUDIT COMMITTEE

National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires the Corporation, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor.

Audit Committee Charter

The Corporation’s Audit Committee is governed by an audit committee charter, a copy of which is attached hereto as Schedule “C”.

Composition of Audit Committee

The Corporation’s Audit Committee is comprised of three (3) directors, Dr. Thilo Senst, Alfred Schopf and John Denham. Each member of the audit committee is financially literate, as such term is defined in NI 52-110, and two of the members, Alfred Schopf and John Denham, are independent, as such term is defined in NI 52-110 and in the OBCA.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each audit committee member relevant to the performance of his responsibilities as an audit committee member is as follows:

Dr. Thilo Senst

Dr. Senst studied law and passed his second state exam in Cologne, Germany. He started his professional career as a judge in North Rhine-Westphalia, Germany in 1995. In 1996, he began working at TURA AG, a manufacturer of film, paper, and digital equipment, located in Duren, Germany, and in 1998, was appointed its Chief Executive Officer. In 2005, Dr. Senst was named the Managing Director of Blome GmbH Sundern, a curtain rod manufacturer and a subsidiary of B&C Netherlands and was concurrently named a member of the executive board of B&C Netherlands responsible for B&C Netherlands’ international expansion. Since 2008, Dr. Senst has been the Chairman of the advisory board at GBT.

Alfred Schopf

Alfred Schopf was the CEO of Leica Camera AG, the biggest camera manufacturer in Europe, from August 2010 to March 2015. He is a member of B-to-V Partners, a venture capital firm and a leading investor network in Europe. On February 21, 2017, Mr. Schopf was appointed the Chief Financial Officer of PVA TePla AG, effective April 1, 2017. Mr. Schopf was later appointed CEO of PVA TePla AG after the general meeting held on June 21, 2017. PVA TePla AG is a publicly listed company headquartered in Wettenberg, Germany.

John Denham

John Denham is a chartered financial analyst and a professional engineer. Mr. Denham was the managing director and head of mid-market investment banking for CIBC World Markets from 1988 to 2002, in this role Mr. Denham assisted mid-sized companies in mergers and acquisitions and in corporate financings of both public and private capital. From 2002 to 2008, Mr. Denham acted as Chief Operating Officer for Route1 Inc., an Exchange listed company he founded. In 2007, Mr. Denham

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was appointed Chief Operating Officer of Eomax Corp. a Canadian electro-optics provider to the military and law enforcement sector on a global basis. In 2008 Mr. Denham was appointed Chief Financial Officer of Opterus Inc., a retail operations software company.

External Auditor Matters

Since the commencement of the Corporation’s most recently completed financial year, the Corporation’s directors have not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor and the Corporation has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Corporation's directors and, where applicable, the Audit Committee, on a case-by-case basis.

In the following table, “Audit fees” are fees billed by the Corporation’s external auditor for services provided in auditing the Corporation’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The fees paid by the Corporation to its auditor in its previous four financial year-ends, by category, are as follows:

Financial Year Ending	Audit Fees	Audit-Related Fees	Tax Fees	AllOther Fees
December 31,2019	$61,000	Nil	Nil	Nil
December 31,2018	$58,000	Nil	Nil	Nil

Exemptions:

The Corporation is a “venture issuer” as defined in NI 52-110 and is relying on the exemption contained in Section 6.1 of NI 52110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

12. EXECUTIVE COMPENSATION

Securities legislation requires the disclosure of the compensation received by each “Named Executive Officer” (“ Named Executive Officer ”) of the Corporation for the most recently completed financial year. “Named Executive Officer” is defined by the legislation to mean: (i) the Chief Executive Officer of the Corporation; (ii) the Chief Financial Officer of the Corporation; (iii) each of the Corporation’s three most highly compensated executive officers or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be a “Named Executive Officer” under paragraph (iii) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

Compensation Discussion and Analysis

During the financial years ended December 31, 2019 and 2018, the Corporation’s executive compensation program was administered by the board of directors of the Corporation. The Corporation’s executive compensation program has the objective of attracting and retaining a qualified and cohesive group of executives, motivating team performance and the aligning of the interests of executives with the interests of the Corporation’s shareholders through a package of compensation that is simple and easy to understand and implement. Compensation under the program was designed to achieve both current and longer term goals of the Corporation and to optimize returns to shareholders. In addition, in order to further align the interests of executives with the interests of the Corporation’s shareholders, the Corporation has implemented share ownership incentives through incentive stock options. The Corporation’s overall compensation objectives are in line with its peer group of consumer goods companies with opportunities to participate in equity.

CAN: 35097517.2

In determining the total compensation of any member of senior management, the directors of the Corporation consider all elements of compensation in total rather than one element in isolation. The directors of the Corporation also examine the competitive positioning of total compensation and the mix of fixed, incentive and share-based compensation.

Base Salary

While there is no official set of benchmarks that the Corporation relies on and there is not a defined list of issuers that the Corporation uses as a benchmark, the Corporation makes itself aware of, and is cognisant of, how comparable issuers in its business compensate their executives. The Corporation’s peer group in connection with salary compensation consists of a sampling of other industrial companies both private and ones that are reporting issuers (or the equivalent) in one or more jurisdictions. The Chief Executive Officer reviews and updates the directors on the peer group and other informal channels and compares the salaries offered by the Corporation against those of the peer group generally to ensure the Corporation’s salary compensation is within the range of expected annual base salary for the group.

On June 30, 2020, the directors of the Corporation approved a quarterly sitting fee of CAD$3,750 for the third and fourth quarters of 2020 for each officer and director of the Corporation.

Bonus Framework

While the directors of the Corporation believe that a well-balanced executive compensation program must simultaneously motivate and reward participants to deliver financial results while maintaining focus on long-term goals that track financial progress and value creation, during the financial years ended December 31, 2018 and 2019, the Corporation did not have in place an annual team bonus or discretionary individual bonus plan and the Corporation did not pay any bonuses.

Perquisites and Personal Benefits

While the Corporation reimburses its Named Executive Officer’s for expenses incurred in the course of performing their duties as executive officers of the Corporation, the Corporation did not provide any compensation that would be considered a perquisite or personal benefit to its Named Executive Officers.

Independent Director Compensation

The directors of the Corporation believe in compensating the independent directors of the Corporation, but as of December 31, 2019, the directors had not approved any such formal compensation plan. The directors of the Corporation are eligible to receive incentive stock options to purchase Common Shares. On June 30, 2020, the directors of the Corporation approved a quarterly sitting fee of CAD$3,750 for the third and fourth quarters of 2020 for each officer and director of the Corporation.

Option-Based Awards

An important part of the Corporation’s compensation program is to offer the opportunity and incentive for executives and staff to own shares of the Corporation. The directors of the Corporation believe that ownership of the Corporation’s shares will align the interests of executives and future staff with the interests of the Corporation’s shareholders.

Incentive stock options are not granted on a regular schedule but rather as the compensation is reviewed by the directors of the Corporation from time to time with input from the Chief Executive Officer. When reviewing incentive stock option grants, consideration is given to the total compensation package of the executives and staff and a weighting of appropriate incentives groupings at the senior, mid and junior levels of the staff including past grants. At the time of any incentive stock option grant, consideration is also be given to the available incentive stock option pool remaining for new positions being contemplated by the Corporation.

The stock option plan currently in place and effective for the issuance of incentive stock options by the Corporation is the 2018 Option Plan. Pursuant to the 2018 Option Plan the board of directors of the Corporation may from time to time, in its discretion and in accordance with the Exchange requirements, grant to directors, officers and employees of the Corporation as well as Management Company Employees and Consultants (as such terms are defined in Policy 4.4 as amended from time to time), nontransferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10%, exercisable for a period of up to ten (10) years from the date of the grant. The number of Common Shares reserved for issuance to any individual director or officer of the Corporation will not exceed 5% of the issued and outstanding Common Shares (2% in the case of optionees providing investor relations services to the Corporation) unless disinterested shareholder approval is obtained. The exercise price of any option granted pursuant to the 2018 Option Plan shall be determined by the board of directors when granted, but shall not be less than the Discounted Market Price (as such term is defined in Policy 4.4 as amended from time to time). Options granted pursuant to the 2018 Option Plan are non-assignable, except by means of a will or pursuant to the laws of descent and distribution.

CAN: 35097517.2

The options may be exercised no later than 12 months following the date the optionee ceases to be a director, officer or consultant of the Corporation, subject to the expiry date of such option. However, if the employment of an employee or consultant is terminated for cause no option held by such optionee may be exercised following the date upon which termination occurred.

At the Meeting, shareholders are being asked to approve the 2020 Option Plan. See “Item 8 – Business of the Meeting – Stock Option Plan”.

Summary Compensation Table for Named Executive Officers

The following table sets forth information concerning the total compensation paid to the Named Executive Officers of the Corporation for financial years ended December 31, 2019 and 2018:


					Non–equity incentive plan compensation (€)

Name and principal position	Year	Salary (€)	Share– based awards (€)	Option– based awards (€)	Annual incentive plans	Long term incentive plans	Pension value (€)	All other compensation (€)	Total compensation (€)
Dr. Thilo Senst CEO(1)	2019	72,603	N/A	N/A	N/A	N/A	N/A	13,927	86,530
	2018	72,288	N/A	See Note 4	N/A	N/A	N/A	5,415	77,703
Sven Carbow COO(2)	2019	87,300	N/A	N/A	N/A	N/A	N/A	12,996	100,296
	2018	89,920	N/A	See Note 4	N/A	N/A	N/A	12,996	102,916
Konstantin Lichtenwald former CFO(3)	2019	40,000	N/A	N/A	N/A	N/A	N/A	Nil	40,000
	2018	30,000	N/A	N/A	N/A	N/A	N/A	Nil	30,000

Notes:

(1) Dr. Senst was appointed the Chief Executive Officer of the Corporation upon completion of the RTO on March 22, 2018.

(2) Mr. Carbow was appointed the Chief Operating Officer of the Corporation upon completion of the RTO on March 22, 2018.

(3) Mr. Lichtenwald was appointed the Chief Financial Officer of the Corporation upon completion of the RTO on March 22, 2018. He resigned on March 31, 2020.

(4) Option issued in connection with the RTO to replace the options held in GBLT PLC not included as part of compensation. See disclosure in tables below.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth all awards outstanding for the Named Executive Officers as of December 31, 2019 and 2018:


			Option–Based Awards			Share–Based Awards

Name	Year	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in–the–money options(1) ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share based awards that have not vested ($)

Dr. Thilo Senst	2019	2,865,108	0.05	March 22, 2023	57,302	N/A	N/A
	2018	2,865,108	0.05	March 22, 2023	272,185	N/A	N/A
Sven Carbow	2019	1,910,072	0.05	March 22, 2023	38,201	N/A	N/A
	2018	1,910,072	0.05	March 22, 2023	181,457	N/A	N/A

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CAN: 35097517.2

Konstantin Lichtenwald
	2019	Nil	N/A	N/A	N/A	N/A	N/A
	2018	Nil	N/A	N/A	N/A	N/A	N/A

Notes:

(1) Aggregate value is calculated based on the difference between the exercise price of the options and the closing price of the Common Shares on the Exchange on the last day the Common Shares traded prior to the end of the financial year. (2) Issued in connection with the RTO to replace the options held in GBLT PLC.

Incentive Plan Awards – Value Vested or Earned During the Year

No incentive plan awards vested or were earned for the Named Executive Officers during the financial year ended December 31, 2019.

The following table sets forth the value of all incentive plan awards vested or earned for the Named Executive Officers during the financial year ended December 31, 2018:

Name	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Dr. Thilo Senst	1,575,809	N/A	N/A
Sven Carbow	821,331
Konstantin Lichtenwald	Nil	N/A	N/A

Notes:

(1) Aggregate value is calculated based on the difference between the exercise price of the options on the date they vest and the closing price of the Common Shares on the TSXV on such date, or in the event such date is not a trading date, the closing price on the next trading date. Options issued in connection with the RTO to replace the options held in GBLT PLC.

Pension Plan Benefits

The Corporation has not implemented a pension plan.

Termination and Change of Control Benefits

As at the end of the financial years ended December 31, 2019 and 2018 the Corporation had not entered into any contract, agreement, plan or arrangement that provides for payments to an Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in an Named Executive Officer’s responsibilities.

In the event that a Named Executive Officer ceases to be employed by the Corporation as a result of the death, disability or termination without cause of such Named Executive Officer, the directors of the Corporation may, in its discretion, resolve that all unvested options held by such Named Executive Officer under the 2018 Option Plan (and the proposed 2020 Option Plan) shall automatically vest in full.

Director Compensation

No compensation was paid, earned or accrued by the directors of the Corporation in their capacity as directors during the financial years ended December 31, 2019 and 2018. The directors of the Corporation are eligible to receive incentive stock options to purchase Common Shares pursuant to the terms of the 2018 Option Plan.

Director Compensation Table for Directors (other than the Named Executive Officers)

None of the directors of the Corporation (other than the Named Executive Officers, whose disclosure with respect to compensation is set out above) received any compensation from the Corporation for the financial years ended December 31, 2019 and 2018.

Outstanding Share-Based Awards and Option-Based Awards

None of the directors of the Corporation (other than the Named Executive Officers, whose disclosure with respect to incentive plan awards is set out above) had any awards outstanding as of December 31, 2019 and 2018.

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CAN: 35097517.2

Incentive Plan Awards – Value Vested or Earned During the Year

No incentive plan awards vested or were earned for each director of the Corporation (other than the Named Executive Officers, whose disclosure with respect to incentive plan awards is set out above) during the financial years ended December 31, 2019 and 2018.

13. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2019 regarding the number of Common Shares to be issued pursuant to equity compensation plans of the Corporation and the weighted-average exercise price of said securities:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted–average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	5,584,713	$0.05	5,667,848
Equity compensation plans not approved by securityholders	–	–	–
Total	5,584,713	$0.05	5,667,848

The following table provides information as of December 31, 2018 regarding the number of Common Shares to be issued pursuant to equity compensation plans of the Corporation and the weighted-average exercise price of said securities:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted–average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	5,584,713	$0.05	5,667,848
Equity compensation plans not approved by securityholders	–	–	–
Total	5,584,713	$0.05	5,667,848

The securities referred to in the tables above were granted under the 2018 Option Plan (or its predecessors plans).

14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, each proposed nominee for election as a director of the Corporation, and each associate of any such director, executive officer or proposed nominee, has been indebted to the Corporation or any of its subsidiaries in respect of loans, advances or guarantees of indebtedness, other than Sven Carbow who entered into a loan agreement with GBT on September 19, 2016, for an aggregate principal amount of €46,000 which bears interest at an annual rate of 4% and is due on December 31, 2022.

15. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as noted below, none of the informed persons (as such term is defined in NI 51-102) of the Corporation, any proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director, has had any material interest, direct or indirect, in any transaction of the Corporation since January 1, 2018 or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

GBT is indebted to SWT Beteiligungs AG, a company owned and controlled by Dr. Thilo Senst, in the amount of €116,307.57 as at December 31, 2018 and €167,953.16 as at December 31, 2019, in connection with loans advanced by SWT Beteiligungs AG to GBT between 2016 and 2019.

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CAN: 35097517.2

16. MANAGEMENT CONTRACTS

There are no management functions of the Corporation which are to any substantial degree performed by a person or a company other than the directors or executive officers of the Corporation.

17. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Other than the foregoing, management of the Corporation knows of no other matter to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters which are not known to the management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

18. ADDITIONAL INFORMATION

Additional information relating to the Corporation, including copies of the Corporation's financial statements and Management's Discussion and Analysis is available on SEDAR at www.sedar.com, copies of which may be obtained from the Corporation upon request. The Corporation may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Corporation.

DATED this 7[th] day of December, 2020.

BY ORDER OF THE BOARD

(signed) “Dr. Thilo Senst” Chief Executive Officer

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CAN: 35097517.2

SCHEDULE "A"

REPORTING PACKAGE

(see attached)

CAN: 35097517.1

GBLT CORP. (formerly Cup Capital Corp.)

NOTICE OF CHANGE OF AUDITOR

GBLT CORP. (the " Corporation ") hereby provides notice pursuant to National Instrument 51-102 - Continuous Disclosure Obligations (" NI 51-102 "), the change of auditor from MNP LLP, Chartered Accountants, to Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants.

On the recommendation of its Audit Committee, the Board of Directors of the Corporation decided to replace the auditor of the Corporation, MNP LLP, with Dale Matheson Carr-Hilton LaBonte LLP. The Corporation will ask that the shareholders of the Corporation to ratify the appointment of Dale Matheson Carr-Hilton LaBonte LLP at the next annual meeting of the shareholders of the Corporation.

MNP LLP did not have any reservations in the auditor's reports for the relevant period (as defined in NI 51-102), and in the Corporation's opinion there have been no reportable events (as defined in NI 51-102) on any of the Corporation's financial statements relating to the relevant period.

Datedasof this 3[rd] dayof April,2018.

GBLT CORP.

Per: (signed) “ Konstantin Lichtenwald ” Konstantin Lichtenwald Chief Financial Officer

CAN: 27014732.2

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April 5, 2018

To: British Columbia Securities Commissions Alberta Securities Commission
Securities Division - Financial and Consumer Affairs Authority (Saskatchewan) Ontario Securities Commission

Dear Sirs/Mesdames:

Re: Notice of Change of Auditor (the "Notice") – GBLT Corp. (formerly CUP Capital Corp.)

As required by Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations, we have read the Notice of GBLT Corp. dated April 3, 2018 and have no basis to agree or disagree with the Notice.

Yours truly,

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Chartered Accountants, Licensed Public Accountants

cc: GBLT Corp.

SUITE 300, 111 RICHMOND STREET W, TORONTO ON, M5H 2G4 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca

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April 5, 2018

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre 9[TH] Floor – 701 West Georgia Street Vancouver, B.C. V7Y 1L2

TSX Venture Exchange

P.O. Box 11633 Suite 2700 – 650 West Georgia Street Vancouver, B.C. V6B 4N9

Alberta Securities Commission

Suite 600, 250 – 5[th] Street S.W. Calgary, Alberta T2P 0R4

Ontario Securities Commission

20 Queen Street West, 22nd Floor Toronto, ON M5H 3S8

Saskatchewan Financial Services Commission

Suite 601 – 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2

Dear Sirs:

Re: GBLT Corp. (the “Company”) Notice Pursuant to National Instrument 51-102 - Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated April 3, 2018 and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.

Yours very truly,

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DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

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SCHEDULE "B"

AMENDED AND RESTATED OPTION PLAN (the 2020 Option Plan)

(and blackline to 2018 Option Plan)

(see attached)

CAN: 35097517.1

AMENDED AND RESTATED STOCK OPTION PLAN OF GBLT CORP.

(approved by shareholders on January 12, 2021)

PART 1 - INTRODUCTION

1.01 Purpose

The purpose of the Plan is to secure for the Corporation and its shareholders the benefits of incentive inherent in share ownership by the directors, officers, key employees and, subject to the terms and conditions herein, consultants of the Corporation and its Affiliates who, in the judgment of the Board, will be largely responsible for its future growth and success.

1.02 Definitions

(a) “Affiliate” has the meaning ascribed thereto in the Business Corporations Act (Ontario) as amended from time to time.
(b) “Associate” has the meaning ascribed to such term in the Securities Act (Ontario).
(c) “Blackout Period” means a period during which the Corporation prohibits Optionees from exercising their Options.
(d) “Board” means the board of directors of the Corporation.
(e) “Consultant” has the meaning ascribed to such term in Policy 4.4.
(f) “Corporation” means GBLT Corp., a corporation existing under the laws of the Province of Ontario, and its Affiliates, if any, and includes any successor or assignee entity or entities into which the Corporation may be merged, changed, or consolidated; any entity for whose securities the securities of the Corporation shall be exchanged; and any assignee of or successor to substantially all of the assets of the Corporation.
(g) “Discounted Market Price” has the meaning ascribed to such term in Policy 1.1.
(h) “Eligible Person” shall mean an officer or director of the Corporation (“ Executive ”) or an employee of the Corporation (“ Employee ”) or a Management Company Employee or a Consultant.
(i) “Exchange” means the TSX Venture Exchange.
(j) “Exercise Notice” means the notice respecting the exercise of an Option, substantially in the form attached to the Option Certificate, duly executed by the Optionee.
(k) “Exercise Price” means the price at which an Option may be exercised as determined in accordance with section 2.03.
(l) “Insider” means (i) an insider as defined in the Securities Act (Ontario), other than a person who falls within the definition solely by virtue of being a director or senior officer of a subsidiary of the Corporation, and (ii) an Associate of any person who is an insider by virtue of the preceding sub-clause (i).
(m) “Investor Relations Activities” has the meaning ascribed to such term in Policy 1.1.
(n) “Management Company Employee” has the meaning ascribed to such term in Policy 4.4.

Error! No document variable supplied.

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(o) “Material Information” has the meaning ascribed to such term in Policy 1.1.
(p) “Option” shall mean an option granted under the terms of the Plan.
(q) “Option Certificate” means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option.
(r) “Option Period” shall mean the period during which an option may be exercised.
(s) “Optionee” shall mean an Eligible Person to whom an Option has been granted under the terms of the Plan.
(t) “Outstanding Issue” means the number of Shares outstanding on a non-diluted basis.
(u) “Plan” means the stock option plan established and operated pursuant to Part 2 hereof.
(v) “Policy 1.1” means the Exchange’s Policy 1.1 entitled “Interpretation” as amended from time to time.
(w) “Policy 4.4” means the Exchange’s Policy 4.4 entitled “Incentive Stock Options” as amended from time to time.
(x) “Shares” shall mean the common shares of the Corporation.

PART 2 - SHARE OPTION PLAN

2.01 Participation

Options shall be granted only to Eligible Persons.

2.02 Determination of Option Recipients

The Board shall make all necessary or desirable determinations regarding the granting of Options to Eligible Persons and may take into consideration the present and potential contributions of a particular Eligible Person to the success of the Corporation and any other factors which it may deem proper and relevant.

2.03 Price

The price at which an Optionee may purchase a Share upon the exercise of an Option shall be determined from time to time by the Board and shall be as set forth in the Option Certificate issued in respect of such Option but, in any event, shall not be less than the Market Price.

2.04 Grant of Options

The Board may at any time authorize the granting of Options to such Eligible Persons as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan. The date of each grant of Options shall be determined by the Board when the grant is authorized.

In the event that Options are granted to Employees, Management Company Employees or Consultants, the Corporation represents that such Optionees shall be bona fide Employees, Management Company Employees or Consultants, as the case may be.

The Corporation may at the time of granting options hereunder provide for additional terms and conditions which are not inconsistent with Part 2 hereof including, without limitation, terms and conditions deferring or delaying the date at which an Option may be exercised in whole or in part. Such additional terms and conditions shall be as set forth in the Option Certificate issued in respect of such Option.

Notwithstanding any of the foregoing provisions, the Board may authorize the grant of an Option to a person not then in the employ of the Corporation or of an Affiliate, conditioned upon such person becoming eligible to become an Eligible Person at or prior to the execution of the Option Certificate evidencing the actual grant of such Option.

2.05 Term of Options

Unless otherwise expired pursuant to the terms of the Plan, all Options granted to an Optionee pursuant to this Plan shall expire at the close of business ten (10) years from the date of grant, or such earlier date as the Board shall decide when the Option is granted.

Upon the expiration of the Option Period the Options granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which the Option hereby granted has not then been exercised.

Notwithstanding the foregoing, if the expiration of the Option Period falls within a Blackout Period the expiration of the Option Period shall be automatically extended for ten (10) business days after the expiry of the Blackout Period on the condition that (i) the Blackout Period was formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information, (ii) the Blackout Period must be deemed to have expired upon the general disclosure of the undisclosed Material Information, and (iii) the automatic extension of an Optionee’s options will not be permitted where the Optionee or the Corporation is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Corporation’s securities.

No Optionee or his or her legal representative, legatees or distributees will be, or will be deemed to be, a holder of any Shares subject to an Option, unless and until certificates for such Shares are issued to him, her or them or a securities intermediary with whom the Optionee (or his or her legal representative, legatees or distributees) has an account, is recorded as the owner of such Shares in a book-entry system under the terms of the Plan.

2.06 Exercise of Options

Except as set forth in section 2.10, no Option may be exercised unless the Optionee is at the time of such exercise;

(a) in the case of an Employee, in the employ of the Corporation or any Affiliate and shall have been continuously so employed since the grant of his or her Option, or have been a Consultant of the Corporation during such time thereafter, but absence on leave, having the approval of the Corporation or such Affiliate, shall not be considered an interruption of employment for any purpose of the Plan;
(b) in the case of a Consultant, under contract with the Corporation or any Affiliate and shall have been continuously so contracted since the grant of the Option; or
(c) in the case of an Executive, a director or officer of the Corporation or any Affiliate and shall have been such a director or officer continuously since the grant of his or her Option.

No Option may be exercised by an Optionee until the Plan has been approved by the shareholders of the Corporation.

The exercise of any Option will be contingent upon receipt by the Corporation of cash payment of the full Exercise Price of the Shares being purchased by 5:00 p.m. (EST) on the last day of the Option Period by delivering to the Corporation an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

2.07 Vesting of Options

Executives, Employees, Management Company Employees and Consultants

All Options granted to an Eligible Person, other than Optionees performing Investor Relations Activities, pursuant to this Plan shall vest and become fully exercisable as determined by the Board when the Option is granted.

Optionees performing Investor Relations Activities

All Options granted to Optionees performing Investor Relations Activities, pursuant to this Plan shall vest and become full exercisable as follows or as determined by the Board when the Option is granted, but in any event such Options shall not vest any sooner:

(a) one quarter (1/4) of the Options on the date which is three (3) months from the date said Options are granted;
(b) one quarter (1/4) of the Options on the date which is six (6) months from the date said Options are granted;
(c) one quarter (1/4) of the Options on the date which is nine (9) months from the date said Options are granted; and
(d) the final one quarter (1/4) of the Options on the date which is twelve (12) months from the date said Options are granted.

2.08 Restrictions on Grant of Options

The granting of Options shall be subject to the following conditions:

(a) not more than two (2%) percent of the Outstanding Issue may be granted to any one Consultant in any 12 month period;
(b) not more than an aggregate of two (2%) percent of the Outstanding Issue may be granted in aggregate to Eligible Persons conducting Investor Relations Activities in any 12 month period;
(c) unless the Corporation has obtained disinterested shareholder approval, not more than five (5%) percent of the Outstanding Issue may be issued to any one individual in any 12 month period;
(d) unless the Corporation has obtained disinterested shareholder approval, not more than an aggregate of ten (10%) percent of the Outstanding Issue may be issued to Insiders in any 12 month period; and
(e) unless the Corporation has obtained disinterested shareholder approval, the Corporation shall not decrease the Exercise Price of Options previously granted to Insiders.

If disinterested shareholder approval is required, the proposed grant(s) or plan must be approved by a majority of the votes cast by all shareholders at the shareholders’ meeting excluding votes attaching to shares beneficially owned by (i) Insiders to whom options may be granted under the stock option plan; and (ii) Associates of such Insiders. Holders of non-voting and subordinate voting shares must be given full voting rights on a resolution that requires disinterested shareholder approval.

2.09 Lapsed Options

If Options are surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options.

2.10 Effect of Termination of Employment, Death or Disability

5 -
(a) If an Optionee shall die while employed or retained by the Corporation, or while an Executive, any Options held by the Optionee at the date of death, which have vested pursuant to section 2.07, shall become exercisable, in whole or in part, but only by the persons or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution (the “ Successor Optionee ”). All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for one (1) year after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner, except that in the event the expiration of the Option Period is earlier than one (1) year after the date of death, with the consent of the Exchange, the Options shall be exercisable for up to one (1) year after the date of death of the Optionee as determined by the Board. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee at the date of death which have not yet vested shall vest immediately upon death.
(b) If the employment or engagement of an Optionee shall terminate with the Corporation due to disability while the Optionee is employed or retained by the Corporation, any Option held by the Optionee on the date the employment or engagement of the Optionee is terminated due to disability, which have vested pursuant to section 2.07, shall become exercisable, in whole or in part. All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her termination due to disability and only for one (1) year after the date of termination or prior to the expiration of the Option Period in respect thereof, whichever is sooner, provided that Options that become exercisable due to disability shall only be exercisable by the person or persons who have the legal authority to act on behalf of the Optionee in connection with the rights of the Optionee to the Options. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee on the date the employment or engagement of the Optionee is terminated due to disability which have not yet vested shall vest immediately upon such date.
(c) Subject to section 2.10 (d), if an Optionee ceases to be an Eligible Person (other than as provided in section 2.10 (a), (b) or (d)), any Options held by the Optionee on the date such Optionee ceased to be an Eligible Person, which have vested pursuant to section 2.07, shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date such Optionee ceased to be an Eligible Person and only for ninety (90) days after the date such Optionee ceased to be an Eligible Person, subject to the Board’s discretion to extend such period for up to one (1) year, or prior to the expiration of the Option Period in respect thereof, whichever is sooner. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee on the date the Optionee ceased to be an Eligible Person which have not yet vested shall vest immediately upon such date.
(d) If the employment of an Employee or Consultant is terminated for cause (as determined by the Board) no Option held by such Optionee may be exercised following the date upon which Termination occurred.

2.11 Effect of Offer or Sale

If at any time when the Option hereby granted remains unexercised with respect to any Shares, (a) a general offer to purchase all of the issued shares of the Corporation is made by a third party or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its reasonable best efforts to provide notice of such offer or proposal to the Optionee as soon as practicable and (i) the Corporation may, at its option, permit the Option hereby granted to be exercised, as to all or any of the Optioned Shares in respect of which such Option has not previously been exercised by the Optionee at any time up to and including (but not after) a date twenty (20) days following the date of notice of such offer, sale or other similar transaction or prior to the close of business on the expiration date of the Option

Period, whichever is the later; and (ii) the Corporation may, at its option, determine that upon the expiration of such twenty (20) day period, all rights to exercise the Option shall terminate and cease to have any further force or effect.

The Corporation may, in its sole discretion and without the consent of Optionees, provide for one or more of the following: (i) the assumption of the Plan and outstanding Options by the surviving entity or its parent; (ii) the substitution by the surviving entity or its parent of Options with substantially the same terms for such outstanding Options; (iii) immediate exercisability of such outstanding Options followed by cancellation of such Options; and (iv) settlement of the intrinsic value of the outstanding vested Options in cash or cash equivalents or equity followed by the cancellation of all Options (whether or not then vested or exercisable).

2.12 Effect of Amalgamation, Consolidation or Merger

If the Corporation amalgamates, consolidates with or merges with or into another corporation, upon the exercise of an Option following such amalgamation, consolidation or merger, the Optionee shall be entitled to receive, and shall accept, in lieu of Shares, the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation or merger if the Optionee had exercised his Option and held Shares immediately prior to the effective date of such amalgamation, consolidation or merger, and the number of Shares and the option price shall be adjusted appropriately by the directors of the Corporation and such adjustment shall be binding for all purposes herein.

2.13 Adjustment in Shares Subject to the Plan

If there is any change in the Shares through or by means of a declaration of stock dividends of Shares or consolidations, subdivisions or reclassification of Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option, and the Exercise Price thereof shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Plan.

2.14 Hold Period

All Options and any Shares issued on the exercise of Options may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws. Any Shares issued on the exercise of Options may be subject resale restrictions contained in National Instrument 45-102 – Resale of Securities which would apply to the first trade of the Shares.

2.15 Notification of Grant of Option

Following the granting of an Option by the Board, the Corporation shall notify the Optionee in writing of the Option and shall enclose with such notice the Option Certificate representing the Option so granted. Each Optionee, concurrently with the notice of the grant of an Option, shall be provided with a copy of the Plan.

2.17 Disclosure of Personal Information

By acceptance of an Option Certificate representing the grant of an Option, the Optionee is deemed to consent to (a) the disclosure of Personal Information by the Corporation to the Exchange (as defined in Appendix 6A of the Exchange) pursuant to Form 4G Summary Form – Incentive Stock Options (“ Form 4G ”) of the Exchange, and (b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A of the Exchange or as otherwise identified by the Exchange, from time to time. “Personal Information” means any information about an identifiable individual, and includes the information contained in the tables, as applicable, found in Form 4G.

2.18 Options Granted To Corporations

Except in relation to a Consultant that is a corporation, Options may only be granted to an individual or a corporation that is wholly-owned by an Eligible Person. If a corporation is an Optionee, it must provide the Exchange with a completed Form 4F – Certification and Undertaking Required from a Corporation Granted an Incentive Stock Option . The corporation must agree not to effect or permit any transfer of ownership or option of shares of the corporation nor to issue further shares of any class in the corporation to any other individual or entity

as long as the Option remains outstanding, except with the written consent of the Exchange.

PART 3 - GENERAL

3.01 Number of Shares

The aggregate number of Shares that may be reserved for issuance, from time to time, under the Plan shall not exceed ten (10%) percent of the total Outstanding Issue.

Any Shares subject to an Option which has been granted under the Plan and which is cancelled or terminated in accordance with the terms of the Plan without being exercised as provided for in this Plan shall again be available under the Plan.

3.02 Transferability

All benefits, rights and options accruing to any Optionee in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of an Optionee, all benefits, rights and options may only be exercised by the Optionee.

3.03 Employment

Nothing contained in any Plan shall confer upon any Optionee any right with respect to employment or continuance of employment with the Corporation or any Affiliate, or interfere in any way with the right of the Corporation or any Affiliate to terminate the Optionee’s employment at any time. Participation in any Plan by an Optionee is voluntary.

3.04 Approval of Plan

Options issued under the Plan shall only become exercisable after the Plan has been approved by the shareholders of the Corporation; provided, however:

(a) unless consistent with the terms contained herein and approved by the Board, nothing contained herein shall in any way affect Options previously granted by the Corporation and currently outstanding;
(b) the Plan must receive shareholder approval yearly, at the Corporation’s annual general meeting.

The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchanges on which the Shares are listed for trading which may be required in connection with the authorization, issuance or sale of such Shares by the Corporation. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Optionee’s option price paid to the Corporation shall be returned to the Optionee.

3.05 Administration of the Plan

The Board is authorized to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan. The interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

3.06 Income Taxes

As a condition of and prior to participation in the Plan, if requested by the Board, a Optionee shall authorize the Corporation in written form to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such

participation in the Plan.

In addition, if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to make source deductions in respect of employee stock option benefits to the Optionee and to remit to the applicable governmental authority an amount on account of tax on the value of the taxable benefit associated with the issuance of Shares on exercise of Options, then the Optionee shall (i) pay to the Corporation, in addition to the Exercise Price for the Options, sufficient cash as is reasonably determined by the Corporation to be the amount necessary to permit the required tax remittance, (ii) authorize the Corporation, on behalf of the Optionee, to sell in the market on such terms and at such time or times as the Corporation determines a portion of the Shares being issued upon exercise of the Options to realize cash proceeds to be used to satisfy the required tax remittance, or (iii) make other arrangements acceptable to the Corporation to fund the required tax remittance.

3.07 Amendments to the Plan

The Board reserves the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board. However, any amendments of the Plan which could result, at any time, in:

(a) a material increase in the benefits under the Plan; or
(b) an increase in the number of Shares which would be issued under the Plan (except any increase resulting automatically from an increase in the total Outstanding Issue); or
(c) a material modification in the requirement as to eligibility for participation in the Plan;

shall be effective only upon the approval of the shareholders of the Corporation. Any amendment to any provision of the Plan shall be subject to approval, if required, by any regulatory body having jurisdiction over the securities of the Corporation.

3.08 No Representation or Warranty

The Corporation makes no representation or warranty as the future market value of any Shares issued in accordance with the provisions of the Plan.

3.09 Interpretation

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

3.10 Compliance with Applicable Law, etc.

If any provision of the Plan or of any Option Certificate delivered pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Corporation or the Plan then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

SCHEDULE “ A ”

GBLT CORP. STOCK OPTION PLAN

If issued to officers or directors or at a discount to the Market Price - WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE GRANT DATE].

GBLT CORP.

STOCK OPTION PLAN OPTION CERTIFICATE

(Canadian Optionees)

This Certificate is issued pursuant to the provisions of the GBLT Corp. (the “ Corporation ”) stock option plan (the “ Plan ”) and evidences that ______ is the holder (the “ Optionee ”) of an option (the “ Option ”) to purchase up to ____ common shares (the “ Shares ”) in the capital stock of the Corporation at a purchase price of CAD$______ per Share (the “ Exercise Price ”).

Subject to the provisions of the Plan:

(a) the effective date of the grant of the Option is _, 20_; (b) the Option expires at 5:00 p.m. (EST) on __, 20; and (c) the Options shall vest as follows:

Date	Percent of Stock	Number of Stock	Aggregate Number of
	Options Vested	Options Vested	Stock Options Vested

The vested portion or portions of the Option may be exercised at any time and from time to time from and including the date of the grant of the Option through to 5:00 p.m. (EST) on the expiration date of the Option Period by delivering to the Corporation an Exercise Notice, in the form attached as Appendix A, together with this Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised.

All Options and any Shares issued on the exercise of Options may be subject to resale restrictions and may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws. The Options hereby granted are subject to the approval of the Exchange.

This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Optionee hereby expressly agrees with the Corporation to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Corporation shall prevail.

All terms not otherwise defined in this Certificate shall have the meanings given to them under the Plan.

10 -

Dated this _ day of _, 20.

GBLT CORP.

Per:

Authorized Signatory

APPENDIX “A” GBLT CORP.

STOCK OPTION PLAN EXERCISE NOTICE

TO: GBLT CORP. (the “Corporation”)

The undersigned (the “ Optionee ”), being the holder of options to purchase ____ common shares of the Corporation at the exercise price of __ per share, hereby irrevocably gives notice, pursuant to the stock option plan of the Corporation (the “ Plan ”), of the exercise of the Option to acquire and hereby subscribes for ____ of such common shares of the Corporation.
The Optionee tenders herewith a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the aforesaid common shares exercised and directs the Corporation to issue a share certificate evidencing said common shares in the name of the Optionee to be mailed to the Optionee at the following address:

By executing this Exercise Notice, the Optionee hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have the meanings given to them under the Plan or the attached Option Certificate.
The Optionee is resident in Canada.
The undersigned Optionee hereby represents, warrants, acknowledges and agrees that the certificate(s) representing the Shares may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws.

DATED the _ day of ____, _.

Signature of Optionee

Error! No document variable supplied.

AMENDED AND RESTATED STOCK OPTION PLAN OF GBLT CORP.

(approved by shareholders on March 23 January 12, 20172 021)

PART 1 - INTRODUCTION

1.01 Purpose

1.02 Definitions

(a) “Affiliate” has the meaning ascribed thereto in the Business Corporations Act (Ontario) as amended from time to time.
(b) “Associate” has the meaning ascribed to such term in the Securities Act (Ontario).
(c) “Blackout Period” means a period during which the Corporation prohibits Optionees from exercising their Options.
(d) “Board” means the board of directors of the Corporation.
(e) “Consultant” has the meaning ascribed to such term in Policy 4.4.
(f) “Corporation” means GBLT ~~CORP. (formerly CUP Capital~~ Corp. ~~)~~ , a corporation existing under the laws of the Province of Ontario, and its Affiliates, if any, and includes any successor or assignee entity or entities into which the Corporation may be merged, changed, or consolidated; any entity for whose securities the securities of the Corporation shall be exchanged; and any assignee of or successor to substantially all of the assets of the Corporation.
(g) “Discounted Market Price” has the meaning ascribed to such term in Policy 1.1.
(h) “Eligible Person” shall mean an officer or director of the Corporation (“ Executive ”) or an employee of the Corporation (“ Employee ”) or a Management Company Employee or a Consultant.
(i)
“Exchange” means the TSX Venture Exchange.
(j) “Exercise Notice” means the notice respecting the exercise of an Option, substantially in the form attached to the Option Certificate, duly executed by the Optionee.
(k) “Exercise Price” means the price at which an Option may be exercised as determined in accordance with section 2.03.
(l) “Insider” means (i) an insider as defined in the Securities Act (Ontario), other than a person who falls within the definition solely by virtue of being a director or senior officer of a subsidiary of the Corporation, and (ii) an Associate of any person who is an insider by virtue of the preceding sub-clause (i).
(m) “Investor Relations Activities” has the meaning ascribed to such term in Policy 1.1.
(n) “Management Company Employee” has the meaning ascribed to such term in Policy 4.4.

LEGAL_25174132.6

(o) “Material Information” has the meaning ascribed to such term in Policy 1.1.
(p) “Option” shall mean an option granted under the terms of the Plan.
(q) “Option Certificate” means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option.
(r) “Option Period” shall mean the period during which an option may be exercised.
(s) “Optionee” shall mean an Eligible Person to whom an Option has been granted under the terms of the Plan.
(t) “Outstanding Issue” means the number of Shares outstanding on a non-diluted basis.
(u) “Plan” means the stock option plan established and operated pursuant to Part 2 hereof.
(v) “Policy 1.1” means the Exchange’s Policy 1.1 entitled “Interpretation” as amended from time to time.
(w) “Policy 4.4” means the Exchange’s Policy 4.4 entitled “Incentive Stock Options” as amended from time to time.
(x) “Shares” shall mean the common shares of the Corporation.

PART 2 - SHARE OPTION PLAN

2.01 Participation

Options shall be granted only to Eligible Persons.

2.02 Determination of Option Recipients

2.03 Price

2.04 Grant of Options

~~LEGAL_25174132.6~~

2.05 Term of Options

2.06 Exercise of Options

Except as set forth in section 2.10, no Option may be exercised unless the Optionee is at the time of such exercise;

(a) in the case of an Employee, in the employ of the Corporation or any Affiliate and shall have been continuously so employed since the grant of his or her Option, or have been a Consultant of the Corporation during such time thereafter, but absence on leave, having the approval of the Corporation or such Affiliate, shall not be considered an interruption of employment for any purpose of the Plan;
(b) in the case of a Consultant, under contract with the Corporation or any Affiliate and shall have been continuously so contracted since the grant of the Option; or
(c) in the case of an Executive, a director or officer of the Corporation or any Affiliate and shall have been such a director or officer continuously since the grant of his or her Option.

No Option may be exercised by an Optionee until the Plan has been approved by the shareholders of the Corporation.

2.07 Vesting of Options

~~LEGAL_25174132.6~~

Executives, Employees, Management Company Employees and Consultants

All Options granted to an Eligible Person, other than Optionees performing Investor Relations Activities, pursuant to this Plan shall vest and become fully exercisabl ~~e in accordance with the vesting terms~~ as determined by the Board when the Option is granted.

Optionees performing Investor Relations Activities

(a) one quarter (1/4) of the Options on the date which is three (3) months from the date said Options are granted;
(b) one quarter (1/4) of the Options on the date which is six (6) months from the date said Options are granted;
(c) one quarter (1/4) of the Options on the date which is nine (9) months from the date said Options are granted; and
(d) the final one quarter (1/4) of the Options on the date which is twelve (12) months from the date said Options are granted.

2.08 Restrictions on Grant of Options

The granting of Options shall be subject to the following conditions:

(a) not more than two (2%) percent of the Outstanding Issue may be granted to any one Consultant in any 12 month period;
(b) not more than an aggregate of two (2%) percent of the Outstanding Issue may be granted in aggregate to Eligible Persons conducting Investor Relations Activities in any 12 month period;
(c) unless the Corporation has obtained disinterested shareholder approval, not more than five (5%) percent of the Outstanding Issue may be issued to any one individual in any 12 month period;
(d) unless the Corporation has obtained disinterested shareholder approval, not more than an aggregate of ten (10%) percent of the Outstanding Issue may be issued to Insiders in any 12 month period; and
(e) unless the Corporation has obtained disinterested shareholder approval, the Corporation shall not decrease the Exercise Price of Options previously granted to Insiders.

2.09 Lapsed Options

If Options are surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options.

~~LEGAL_25174132.6~~

2.10 Effect of Termination of Employment, Death or Disability

(a) If an Optionee shall die while employed or retained by the Corporation, or while an Executive, any Options held by the Optionee at the date of death, which have vested pursuant to section 2.07, shall become exercisable, in whole or in part, but only by the persons or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution (the “ Successor Optionee ”). All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for one (1) year after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner, except that in the event the expiration of the Option Period is earlier than one (1) year after the date of death, with the consent of the Exchange, the Options shall be exercisable for up to one (1) year after the date of death of the Optionee as determined by the Board. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee at the date of death which have not yet vested shall vest immediately upon death.
(b) If the employment or engagement of an Optionee shall terminate with the Corporation due to disability while the Optionee is employed or retained by the Corporation, any Option held by the Optionee on the date the employment or engagement of the Optionee is terminated due to disability, which have vested pursuant to section 2.07, shall become exercisable, in whole or in part. All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her termination due to disability and only for one (1) year after the date of termination or prior to the expiration of the Option Period in respect thereof, whichever is sooner, provided that Options that become exercisable due to disability shall only be exercisable by the person or persons who have the legal authority to act on behalf of the Optionee in connection with the rights of the Optionee to the Options. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee on the date the employment or engagement of the Optionee is terminated due to disability which have not yet vested shall vest immediately upon such date.
(c) Subject to section 2.10 (d), if an Optionee ceases to be an Eligible Person (other than as provided in section 2.10 (a), (b) or ( ~~ed~~ )), any Options held by the Optionee on the date such Optionee ceased to be an Eligible Person, which have vested pursuant to section 2.07, shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date such Optionee ceased to be an Eligible Person and only for ninety (90) days after the date such Optionee ceased to be an Eligible Person, subject to the Board’s discretion to extend such period for up to one (1) year, or prior to the expiration of the Option Period in respect thereof, whichever is sooner. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee on the date the Optionee ceased to be an Eligible Person which have not yet vested shall vest immediately upon such date.
(d) If the employment of an Employee or Consultant is terminated for cause (as determined by the Board) no Option held by such Optionee may be exercised following the date upon which Terminationoccurred.
~~(e) Notwithstanding anything to the contrary contained herein, Options granted to Optionees while the Corporation was a “capital pool company” (as defined in Policy 2.4 of the Exchange), who cease to be an Eligible Person following the completion of the Corporation’s “qualifying transaction” (as defined in Policy 2.4 of the Exchange), shall expire on the date that is the later of: (i) 12 months after the completion of the “qualifying transaction”, and (ii) the earlier of March 30, 2021 and 90 days after the date the Optionee ceases to be an Eligible Person.~~

2.11 Effect of Offer or Sale

~~LEGAL_25174132.6~~

company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its reasonable best efforts to provide notice of such offer or proposal to the Optionee as soon as practicable and (i) the Corporation may, at its option, permit the Option hereby granted to be exercised, as to all or any of the Optioned Shares in respect of which such Option has not previously been exercised by the Optionee at any time up to and including (but not after) a date twenty (20) days following the date of notice of such offer, sale or other similar transaction or prior to the close of business on the expiration date of the Option Period, whichever is the later; and (ii) the Corporation may, at its option, determine that upon the expiration of such twenty (20) day period, all rights to exercise the Option shall terminate and cease to have any further force or effect.

2.12 Effect of Amalgamation, Consolidation or Merger

If the Corporation amalgamates, consolidates with or merges with or into another corporation, upon the exercise of an Option following such amalgamation, consolidation or merger, the Optionee shall be entitled to receive, and shall accept, in lieu of Shares, the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation or merger if the Optionee had exercised his Option and held Shares immediately prior to the effective date of such amalgamation, consolidation or merger, and the number of ~~sharesS~~ hares and the option price shall be adjusted appropriately by the directors of the Corporation and such adjustment shall be binding for all purposes herein.

2.13 Adjustment in Shares Subject to the Plan

2.14 Hold Period

2.15 Notification of Grant of Option

2.16 2.17 Disclosure of Personal Information

~~LEGAL_25174132.6~~

Appendix 6A of the Exchange or as otherwise identified by the Exchange, from time to time. “Personal Information” means any information about an identifiable individual, and includes the information contained in the tables, as applicable, found in Form 4G.

2.18 Options Granted To Corporations

Except in relation to a Consultant that is a corporation, Options may only be granted to an individual or a corporation that is wholly-owned by an Eligible Person. If a corporation is an Optionee, it must provide the – Exchange with a completed Form 4F Certification and Undertaking Required from a Corporation Granted an Incentive Stock Option . The corporation must agree not to effect or permit any transfer of ownership or option of shares of the corporation nor to issue further shares of any class in the corporation to any other individual or entity as long as the Option remains outstanding, except with the written consent of the Exchange.

PART 3 - GENERAL

3.01 Number of Shares

The aggregate number of Shares that may be reserved for issuance, from time to time, under the Plan shall not exceed ten (10%) percent of the total Outstanding Issue.

3.02 Transferability

3.03 Employment

3.04 Approval of Plan

Options issued under the Plan shall only become exercisable after the Plan has been approved by the shareholders of the Corporation; provided, however:

(a) unless consistent with the terms contained herein and approved by the Board, nothing contained herein shall in any way affect Options previously granted by the Corporation and currently outstanding;
(b) the Plan must receive shareholder approval yearly, at the Corporation’s annual general meeting.

3.05 Administration of the Plan

~~LEGAL_25174132.6~~

3.06 Income Taxes

3.07 Amendments to the Plan

(a) a material increase in the benefits under the Plan; or
(b) an increase in the number of Shares which would be issued under the Plan (except any increase resulting automatically from an increase in the total Outstanding Issue); or
(c) a material modification in the requirement as to eligibility for participation in the Plan;

3.08 No Representation or Warranty

The Corporation makes no representation or warranty as the future market value of any Shares issued in accordance with the provisions of the Plan.

3.09 Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of ~~British Columbia~~ Ontario and the laws of Canada applicable therein.

3.10 Compliance with Applicable Law, etc.

~~LEGAL_25174132.6~~

SCHEDULE “ A ”

GBLT CORP. STOCK OPTION PLAN

GBLT CORP.

STOCK OPTION PLAN OPTION CERTIFICATE

(Canadian Optionees)

Subject to the provisions of the Plan:

(a) the effective date of the grant of the Option is _, 20_; (b) the Option expires at 5:00 p.m. (EST) on __, 20; and (c) the Options shall vest as follows:

Date	Percent of Stock Options Vested	Number of Stock Options Vested	Aggregate Number of Stock Options Vested

~~LEGAL_25174132.6~~

All terms not otherwise defined in this Certificate shall have the meanings given to them under the Plan.

Dated this _ day of _, 20.

GBLT CORP.

Per:

Authorized Signatory

~~LEGAL_25174132.6~~

APPENDIX “A” GBLT CORP.

STOCK OPTION PLAN EXERCISE NOTICE

TO: GBLT CORP. (the “Corporation”)

The undersigned (the “ Optionee ”), being the holder of options to purchase ____ common shares of the Corporation at the exercise price of __ per share, hereby irrevocably gives notice, pursuant to the stock option plan of the Corporation (the “ Plan ”), of the exercise of the Option to acquire and hereby subscribes for ____ of such common shares of the Corporation.
The Optionee tenders herewith a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the aforesaid common shares exercised and directs the Corporation to issue a share certificate evidencing said common shares in the name of the Optionee to be mailed to the Optionee at the following address:

By executing this Exercise Notice, the Optionee hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have the meanings given to them under the Plan or the attached Option Certificate.
The Optionee is resident in Canada.
The undersigned Optionee hereby represents, warrants, acknowledges and agrees that the certificate(s) representing the Shares may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws.

DATED the _ day of ____, _.

Signature of Option Holder Optionee

LEGAL_25174132.6

SCHEDULE "C"

AUDIT COMMITTEE CHARTER

(see attached)

CAN: 35097517.1

CUP CAPITAL CORP.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. PURPOSE

1.1 The primary functions of the Audit Committee of CUP Capital Corp. (the " Company ") are to fulfill its responsibilities in relation to reviewing the integrity of the Company’s financial statements, financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company’s compliance with legal and regulatory requirements; selecting the external auditors for shareholder approval; and reviewing the qualifications, independence and performance of the external auditors.

2. MEMBERSHIP AND ORGANIZATION

2.1 Composition - Subject to paragraph 2.6, the Audit Committee shall consist of not less than three independent members of the Board. At the invitation of the Audit Committee, members of the Company’s management and others may attend Audit Committee meetings as the Audit Committee considers necessary or desirable.

2.2 Appointment and Removal of Audit Committee Members - Each member of the Audit Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of shareholders of the Company at which the member’s term of office expires, (b) the death of the member or (c) the resignation, disqualification or removal of the member from the Audit Committee or from the Board. The Board may fill a vacancy in the membership of the Audit Committee.

2.3 Chair - At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee’s compliance with this mandate, work with management to develop the Audit Committee’s annual work-plan and provide reports of the Audit Committee to the Board. The Chair may vote on any matter requiring a vote and shall provide a second vote in the case of a tie vote.

2.4 Independence - Subject to paragraph 2.6, each member of the Audit Committee shall be an "independent" (as such term is used in National Instrument 52-110 - Audit Committees (" NI 52-110 ").

2.5 Financial Literacy - Subject to paragraph 2.6, members of the Audit Committee shall be financially literate or agree to become financially literate within a reasonable period of time following the member’s appointment. An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

2.6 Venture Issuer - For so long as the Company is a "venture issuer" as defined in NI 52-110, it is not required to comply with the provisions of paragraph 2.1 "Composition", 2.4 "Independence" or 2.4 "Financial Literacy" above. In the event the Company cannot comply with all or a part of these provisions, then the Committee shall be comprised of not less than three members of the Board, a majority of whom are not officers or employees of the Company or a subsidiary of the Company.

3. MEETINGS

3.1 Meetings - The members of the Audit Committee shall hold meetings as are required to carry out this mandate, and in any case no less than four meetings annually. The external auditors are entitled to attend and be heard at each Audit Committee meeting. The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board or the President and CEO may call a meeting of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a Chair from their number for a meeting.

3.2 Secretary and Minutes - The Secretary, his or her designate or any other person the Audit Committee requests, shall act as secretary at Audit Committee meetings. Minutes of Audit Committee meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Audit Committee for approval.

3.3 Quorum - A majority of the members of the Audit Committee shall constitute a quorum. If a quorum cannot be obtained for an Audit Committee meeting, members of the Board who would qualify as members of the Audit Committee may, at the request of the Chair or the Chairman of the Board, serve as members of the Audit Committee for that meeting.

3.4 Access to Management and Outside Advisors - The Audit Committee shall have unrestricted access to management and employees of the Company, and, from time to time may hold meetings with the external auditor, the CFO or the President and CEO. The Audit Committee shall have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation for these advisors without consulting or obtaining the approval of the Board or any officer of the Company. The Company shall provide appropriate funding, as determined by the Audit Committee, for the services of these advisors.

3.5 Meetings Without Management - The Audit Committee shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled meetings, at which management is not present.

4. FUNCTIONS AND RESPONSIBILITIES

The Audit Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Audit Committee by the Board. In addition to these functions and responsibilities, the Audit Committee shall perform the duties required of an audit committee by applicable corporate securities laws, the binding requirements of the stock exchanges on which the securities of the Company are listed, and all other applicable laws.

4.1 Financial Reports

(a) General - The Audit Committee is responsible for reviewing the integrity of the Company’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Company. The external auditors are responsible for auditing the Company’s annual consolidated financial statements and, if requested by the Company, for reviewing the Company’s unaudited interim financial statements.

(b) Review of Annual Financial Reports - The Audit Committee shall review the annual consolidated audited financial statements of the Company, the external auditors’ report thereon and the related management’s discussion and analysis of the Company’s financial condition and results of operation to determine whether they present fairly, in all material respects in accordance with Canadian generally accepted accounting principles, or any other generally accepted accounting principles in which the financial statements of the Company are prepared from time

to time, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

(c) Review of Interim Financial Reports - The Audit Committee shall review the interim consolidated financial statements of the Company, the external auditors review report thereon, if applicable, and the related MD&A to determine whether they present fairly, in all material respects in accordance with IFRS, the financial condition, results of operations and cash flows of the Company. After completing its review, if advisable, the Audit Committee shall, if so authorized by the Board, approve the interim financial statements and the related MD&A, or if not authorized by the Board, then approve and recommend for Board approval.

(d) Review Considerations - In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

(i) meet with management and the external auditors to discuss the financial statements and MD&A;
(ii) review the disclosures in the financial statements;

(iii) review the audit report or review report prepared by the external auditors;

(iv) discuss with management, the external auditors and legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;
(v) review critical accounting and other significant estimates and judgments underlying the financial statements as presented by management;
(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management;
(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

(viii) review management’s report on the effectiveness of internal controls over financial reporting;

(ix) review results of the Company’s whistleblowing program; and
(x) review any other matters, related to the financial statements, that are brought forward by the external auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or applicable law.

4.2 Approval of Other Financial Disclosures - The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Company, press releases disclosing financial results of the Company and any other material financial disclosure, including in Management Information Circulars and Annual Information Forms

4.3 External Auditors

a) General -The Audit Committee shall be responsible for oversight of the work of the external auditors in auditing and reviewing the Company’s financial statements and internal controls over financial reporting.

b) Appointment and Compensation - The Audit Committee shall review and, if advisable, select and recommend (i) for shareholder approval, the appointment of the external auditors and (ii) for shareholder or Board approval, as applicable, the compensation of the external auditors.

c) Annual Review Report - At least annually, the Audit Committee shall obtain and review a report by the external auditors describing: (i) their internal quality-control procedures and (ii) any material issues raised by their most recent internal quality-control review, peer review or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditors and any steps taken to deal with any of these issues.

d) Audit Plan - At least annually, the Audit Committee shall review a summary of the external auditors’ annual audit plan. The Audit Committee shall consider and review with the external auditors any material changes to the scope of the plan.

e) Quarterly Review Report - If the external auditors review the Company’s unaudited interim financial statements, then the Audit Committee shall review a quarterly review report prepared by the external auditors in respect of each of the interim financial statements of the Company.

f) Independence of External Auditors - At least annually, and before the external auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the external auditors a formal written statement describing all relationships between the external auditors and the Company, discuss with the external auditors any disclosed relationships or services that may affect the objectivity and independence of the external auditors, and obtain written confirmation from the external auditors that they are objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which it belongs.

g) Evaluation and Rotation of Lead Partner - At least annually, the Audit Committee shall review the qualifications and performance of the lead partners of the external auditors. The Audit Committee shall obtain a report from the external auditors annually verifying that the lead partner of the external auditors has served in that capacity for no more than five fiscal years of the Company and that the engagement team collectively possesses the experience and competence to perform an appropriate audit.

h) Pre-Approval of Non-Audit Services - The Audit Committee shall pre-approve any retainer of the external auditors for any non-audit service to the Company in accordance with applicable law and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

i) Hiring Practices - The Audit Committee shall review and approve guidelines regarding the hiring of employees or former employees of the external auditors.

4.4 Internal Controls

(a) General - The Audit Committee shall monitor the system of internal control.

(b) Establishment, Review and Approval - The Audit Committee shall require management to implement and maintain appropriate systems of internal control in accordance with applicable laws, regulations and guidance, including internal control over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the external auditors: (i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Company’s internal controls (including computerized information system controls and security); the overall control

environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions; (ii) any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Company’s periodic regulatory filings; (iii) any material issues raised by any inquiry or investigation by the Company’s regulators; (iv) any related significant issues and recommendations of the external auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

4.5 Whistleblowing Procedures - The Audit Committee shall review and approve the establishment by management of procedures for the receipt, retention and treatment of complaints received by the Company from employees or others, regarding accounting, internal accounting controls, or auditing matters.

4.6 Succession Planning - In consultation with the Board, the Audit Committee shall review succession plans for the CFO and the Chief Accountant or Controller of the Company. The Audit Committee shall review candidates for the position of CFO of the Company and make recommendations to the Board with respect to the appointment of a CFO.

4.7 Adverse Investments and Transactions - The Audit Committee shall review any investments and transactions that could adversely affect the well-being of the Company.

4.8 Audit Committee Disclosure - The Audit Committee shall review and approve any audit committee disclosures required by securities regulators in the Company’s disclosure documents.

4.9 Assessment of Regulatory Compliance - The Audit Committee shall review management’s assessment of compliance with laws and regulations as they pertain to responsibilities under this mandate, report its findings to the Board and recommend changes it considers appropriate.

4.10 Delegation - The Audit Committee may designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.

5. REPORTING TO THE BOARD

5.1 The Chair shall report to the Board, as required by applicable law or as deemed necessary by the Audit Committee or as requested by the Board, on matters arising at Audit Committee meetings and, where applicable, shall present the Audit Committee’s recommendation to the Board for its approval.

GBLT CORP. www.gbt‐international.com and www.gbltcorp.com

AI assistant

GBLT Corp. — Proxy Solicitation & Information Statement 2020

47323_rns_2020-12-21_0f635b4a-2c00-4eab-9b4e-d5072aabad5e.pdf

NOTICE OF MEETING

GBLT CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

In order to register and participate in the Meeting via Zoom, please go to https://bit.ly/3nmbGfE.

BY ORDER OF THE BOARD

INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF GBLT CORP.

1. SOLICITATION OF PROXIES

2. APPOINTMENT OF PROXYHOLDERS

3. REVOCATION OF PROXIES

4. EXERCISE OF PROXY

5. NON-REGISTERED HOLDERS

Non-Objecting Beneficial Owners

Objecting Beneficial Owners

Unless otherwise indicated in this Information Circular and in the form of proxy and Notice of Meeting attached hereto, shareholders shall mean registered shareholders.

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

7. VOTING SECURITIES AND PRINCIPAL HOLDERS

Notes:

8. REVERSE TAKE-OVER

9. BUSINESS OF THE MEETING

(i) Financial Statements

(ii) Election of Directors

Advance Notice Provisions

Nominees to the Board of Directors

Notes:

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

(iii) Appointment of Auditor

(iv) Stock Option Plan

“BE IT RESOLVED THAT:

10. CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

11. AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee

Relevant Education and Experience

Dr. Thilo Senst

Alfred Schopf

John Denham

External Auditor Matters

Exemptions:

12. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Base Salary

Bonus Framework

Perquisites and Personal Benefits

Independent Director Compensation

Option-Based Awards

Summary Compensation Table for Named Executive Officers

Notes:

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Notes:

Pension Plan Benefits

Termination and Change of Control Benefits

Director Compensation

13. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

15. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

16. MANAGEMENT CONTRACTS

17. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

18. ADDITIONAL INFORMATION

BY ORDER OF THE BOARD

REPORTING PACKAGE

GBLT CORP. (formerly Cup Capital Corp.)

NOTICE OF CHANGE OF AUDITOR

GBLT CORP.

April 5, 2018

British Columbia Securities Commission

GBLT Corp. Proxy Solicitation & Information Statement 2020

(approved by shareholders on March 23 January 12, 20172 021)