Geekco Technologies Corporation — Proxy Solicitation & Information Statement 2021

May 5, 2021

GEEKCO TECHNOLOGIES CORPORATION

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

ON MAY 31, 2021

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MANAGEMENT PROXY CIRCULAR

SOLICITATION OF PROXIES

This Management Proxy Circular (the “Circular”) is provided in connection with the solicitation of proxies by the management of Geekco Technologies Corporation (the “Corporation” or “Geekco”) of proxies to be voted at the Annual and Special Meeting of the shareholders of the Corporation (the “Meeting”) to be held at the time and place and for the purposes set forth in the accompanying Notice of Annual and Special Meeting (the “Notice of Meeting”). Solicitation of proxies will be accomplished by mail, but may also be by telephone, by Internet or verbal communication by the directors and officers of the Corporation, with no additional compensation. The cost of the solicitation of proxies will be paid by the Corporation.

Bank, brokers and other depositories, prête-noms or trustees shall forward the solicitation documents to their principals and obtain the authorizations required for the signature of the proxies. The Corporation may also reimburse brokers and other persons holding shares in their own name or in the names of their nominees for their proxy documents delivery costs to the beneficial owners, and in obtaining their proxies, but solicitations will not be made by employees hired for that purpose or by soliciting agents.

APPOINTMENT AND REVOCATION OF PROXIES

An instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, by a duly authorized officer or agent thereof.

The persons designated as proxy holders in the instrument of proxy (the “ Proxy ”) accompanying the Notice of Meeting are officers and directors of the Corporation. A shareholder submitting a Proxy shall have the right to appoint a person to represent the shareholder at the Meeting other than the person or persons designated in the Proxy provided by the Corporation. To exercise this right, the shareholder must strike out said printed names and insert the name of his chosen proxyholder in the blank space provided for this purpose in the Proxy or submit another Proxy. An instrument of proxy will not be valid unless it is deposited at the offices To be valid, the revocation of a proxy must be deposited with the transfer agent and registrar, Computershare Investor Services Inc. (“ Computershare” ), 1500 Robert-Bourassa Boulevard, Suite 700, Montreal, Quebec H3A 3S8, or 100 University Street, 8th Floor, Toronto, Ontario M5J 2Y1, not less than forty-eight (48) business hours prior to the Meeting, or with the Chairman of the Meeting before prior to the commencement of the Meeting or any adjournment thereof.

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A person giving a proxy has the power to revoke it. In addition to revocation in any other manner permitted by law, an instrument of proxy may be revoked in writing executed by the shareholder or by his authorized agent in writing or, if the shareholder is a corporation, by an officer or agent duly authorized, and delivered to the Corporation’s head office, 620-1600, Saint-Martin East Boulevard, Laval, Québec, Canada, H7G 4R8, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which such Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. The Proxy shall be revoked upon such delivery.

QUESTIONS AND ANSWERS ON PROXY VOTING

Q: Who is entitled to vote?

• A: Each Class “A” common share (a “ Common Share ”) entitles its holder to exercise one vote on the matters specified in the Notice of Meeting. Registered shareholders as of April 27, 2021 (the “ Record Date ”) (the “ Registered Shareholders ”) are entitled to vote.

Q: How do I vote?

• A: There are two ways you can vote your Common Shares if you are a Registered Shareholder. You may vote in person at the Meeting or you may sign the enclosed Proxy appointing the named persons or such other person of your choice, who need not be a shareholder, to represent you as proxyholder and vote your shares at the Meeting.

• Q:

What if I plan to attend the Meeting and vote in person?

• A: There is no need to complete and return the Proxy, if you are a Registered Shareholder with the transfer agent and plan to attend the Meeting to vote your Common Shares in person at the Meeting. Your vote will be counted at the Meeting. Please register with the transfer agent on May 31, 2021, upon arrival at the Meeting.

Q: Who is making the solicitation?

• A: The solicitation of proxies pursuant to the Proxy is being made by the Corporation and the associated cost will be paid by the Corporation. The solicitation will be made primarily by mail but may also be made by telephone, in writing or in person by employees of the Corporation.

Q:

How does the Board of Directors recommend I vote?

• A: The Board of Directors of the Corporation (the “ Board ” or the “ Board of Directors ”) unanimously recommends voting “FOR” each proposition. Please refer to the information included in this Circular regarding each item which is subject to shareholder approval at the Meeting.

Q:

What if I sign the Proxy enclosed with the Circular?

• A: Signing the enclosed Proxy gives authority to Nadira Hajjar, Director and Chief Executive Officer of the Corporation, or Henri Harland, Director and President of the Corporation or such other person as you may appoint, to vote your Common Shares at the Meeting.

• Q: Can I appoint someone else than these directors to exercise the voting rights attached to my shares?

• A: YES. Insert the name of this person, who need not be a shareholder, in the blank space provided in the Proxy. It is important to ensure that any such person you appoint is attending the Meeting and

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is aware that he or she has been appointed to exercise the voting rights attached to your Common Shares. Proxyholders should, upon arrival at the Meeting, register themselves with a representative of Computershare.

Q: What do I do with my completed Proxy?

• A: The Proxy has to be sent to the transfer agent, Computershare, in the enclosed prepaid mail envelope, no later than forty-eight (48) business hours preceding the Meeting or any adjournment thereof. Your vote will then be counted. The address of the transfer agent is: 1500 Robert-Bourassa Boulevard, Suite 700, Montreal, Quebec H3A 3S8, or 100 University Street, 8th Floor, Toronto, Ontario M5J 2Y1.

Q: If I change my mind, can I revoke my Proxy once it has been given?

• A: YES. You may revoke your Proxy. In addition to revocation by any other manner permitted by law, a Proxy may be revoked in writing executed by the shareholder or by his authorized agent or, if the shareholder is a corporation, by an officer or agent duly authorized, and delivered to the Corporation’s head office, 620-1600, Saint-Martin Est Boulevard, Laval, Québec, Canada, H7G 4R8, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which such Proxy is to be used, or deposited with the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof. The Proxy shall be revoked upon such delivery.

Q: How will my Common Shares be voted if I give my Proxy?

• A: The persons named on the Proxy must vote for or against or withhold from voting your shares on the matters to be acted upon at the Meeting in accordance with your instructions. In the absence of such instructions, your Common Shares will be voted in favour of the proposals submitted herein.

• Q: What if amendments are made to these matters or if other matters are brought before the Meeting?

• A: The persons named in the Proxy will have discretionary authority with respect to amendments of the matters specified in the Notice of Meeting and with respect to other matters which may be brought at the Meeting. As of the date of this Circular, the management of the Corporation is not aware of any amendments or changes to the matters to be raised at the Meeting, other than those mentioned in the Notice of Meeting.

Q:

How many Common Shares are entitled to vote?

• A: As of April 27, 2021, there were 36,159,375 outstanding Common Shares. Each Registered Shareholder has one vote for each Common Share held at the Record Date.

Q: Who are the Registered Shareholders?

• A: A shareholder is a Registered Shareholder if, at the Record Date, the shareholder appears on the list of shareholders held by the transfer agent and registrar of the Corporation regarding the Common Shares, in which case a share certificate has been issued to such shareholder, indicating the name and the number of shares held by such shareholder.

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Q: What is the final date by which the Corporation must receive a proposal?

• A: The final date by which the Corporation should have received a proposal from a shareholder entitled to vote at the Meeting is April 28, 2021. As of the date of this Circular, the Corporation has not received a proposal. The final date which the Corporation must receive a proposal from a shareholder entitled to vote at the annual meeting of the Corporation in 2022 is January 28, 2022.

Q: How will the votes be counted?

• A: Each matter brought at the Meeting is decided by a majority of shares voted thereupon.

VALIDITY OF A PROXY

The articles of the Corporation provide that a proxy or an instrument appointing a duly authorized representative of a corporation shall be made in writing, signed by the appointer or his or her attorney duly authorized in writing, or if such appointer is a corporation, under the corporate seal or signed by an officer or agent duly authorized for that purpose.

VOTING BY PROXY AND EXERCISE OF THE DISCRETIONARY AUTHORITY

Common Shares represented by a Proxy are to be voted or withheld from voting on any ballot by the proxy named in the enclosed Proxy in accordance with the instructions of the shareholders. The directors who are soliciting the proxy agree to respect the instructions given by the shareholders in the Proxy. IF NO INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED IN FAVOUR OF THE ADOPTION OF THE RESOLUTIONS SET OUT IN THE NOTICE OF MEETING. The enclosed Proxy confers discretionary authority to the persons named therein with respect to matters not specifically mentioned in the Notice of Meeting and which may be brought at the Meeting and on any amendments or variations to matters specified in the Notice of Meeting.

NOTICE TO BENEFICIAL SHAREHOLDERS OR NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold shares in their own name but via an intermediary (usually a bank, trust company, securities broker or other financial institution) or indirectly via a clearing institution. Shareholders who do not hold their shares in their own name (the “ Beneficial Shareholders ” or “ Non-Registered Shareholders ”) should note that only Proxies deposited by shareholders whose names appear on the records of the Corporation as the Registered Shareholders will be recognized and will be entitled to act upon at the Meeting. Even if the Common Shares are mentioned in an account statement provided to a shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the shareholder's name on the records of the Corporation. Consequently, each Beneficial Shareholder must ensure that its voting instructions are transmitted to the appropriate person. The Beneficial Shareholder may attend the Meeting as a proxy holder to the Registered Shareholder and exercise, as such, the voting rights of such shares.

If you are not a Registered Shareholder, in order to vote you must obtain the materials relating to the Meeting from your broker or other intermediary, complete the request for voting instructions sent by the broker or other intermediary and follow the directions of the broker or other intermediary with respect to voting procedures.

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In accordance with National Instrument 54-101 on Communication with Beneficial Owners of Securities of a Reporting Issuer , adopted by the Canadian securities regulatory authorities, the Corporation is distributing copies of the materials related to the Meeting to the clearing agencies and intermediaries for distribution to beneficial owners of shares of the Corporation. Intermediaries must forward the materials related to the Meeting to beneficial owners of Common Shares and often use a service company (such as Broadridge Investor Communications Solutions in Canada) to permit you, if you are not a Registered Shareholder, to direct the voting of the Common Shares which you beneficially own. Since the Corporation does not have access to the names of its Non-Registered Shareholders, those who wish to attend the Meeting and vote must write their own name in the blank space provided in the Proxy form in order to appoint themselves as a proxy and follow the instructions of their intermediary in order to return the form to it.

SECURITIES HAVING A RIGHT TO VOTE AND PRINCIPAL HOLDERS

As of April 27, 2021, only 36,159,375 class “A” Common Shares from the Corporation’s share capital were issued and outstanding, each carrying the right to one vote. Only Registered Shareholders at the close of business on April 27, 2021, are entitled to receive the Notice of Meeting and to vote at the Meeting. Nevertheless, if a shareholder transfers Common Shares after such date, the beneficiary who has received the Common Shares may, upon producing properly endorsed stock certificates evidencing ownership of such shares or otherwise establishing that he or she is the owner of such shares, request, up to ten (10) days prior to the date of the Meeting, that he or she be included on the list of shareholders eligible to vote at the Meeting and thereby be entitled to vote his or her Common Shares at the Meeting.

OWNERSHIP OF THE CORPORATION’S SHARES

As of the date hereof, other than as disclosed in the table below, to the knowledge of the directors and executive officers of the Corporation and based on existing information, no person owns, directly or indirectly, as beneficial owner or as holder of record, more than 10% of the issued and outstanding Common Shares.

irectly, as beneficial owner or as ares.	holder of record, more than 10%	of the issued and outstanding Comm
Name of Shareholder	Number of Common Shares	Total Percentage of Common Shares and Voting Rights
Henri Harland(1) Nadira Hajjar	12,375,000 5,850,000	34.22% 16.18%

Note :

• 1) Henri Harland holds these Common Shares directly (2,550,000 Common Shares) and indirectly through Fiducie HJH (1,000,000 Common Shares) of which Mr. Harland is a trustee, FMV Equity Fund Inc. (2,550,000 Common Shares), a corporation controlled by Mr. Harland, Gestion GNH Inc. (2,550,000 Common Shares), a corporation controlled by Mr. Harland and Gestion Harland Inc. (3,725,000 Common Shares), a corporation controlled by Mr. Harland.

As at the date hereof, the directors and officers were, as a group, directly or indirectly, the beneficial owners of 18,725,000 Common Shares representing 51.78% of the currently issued and outstanding Common Shares.

Interest of Certain Persons in Matters to be Acted Upon

Other than as specifically discussed in section “Matters to Be Acted Upon at the Meeting”, no director or officer of the Corporation, past or present, nor any associate or affiliate of such persons, or any person on

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behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, other than in connection with the affairs of the Corporation and other than the fact that certain directors and officers have been granted stock options.

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

Directors and Named Executive Officers Compensation, Excluding Compensation Securities

The following summary table sets forth selected compensation information for the years ended December 31, 2020 and 2019 for: (i) the Chief Executive Officer; (ii) the Chief Financial Officer; (iii) the most highly compensated executive officer of the Corporation, other than the individuals listed above, whose total compensation for the most recent fiscal year was more than $150,000; and (iv) the directors of the Corporation.

Table of compensation excluding compensation securities

Name and position Érik Giasson(3) Chief Executive Officer	Year ended December 31 2020	Salary, consulting fee, retainer or commission ($) 37,500(4)	Bonus ($) 50,000(5)	Committee or meeting fees ($) -	Value of perquisites ($)(1)(2) -	Value of all other compensation ($)(2) -	Total compensation ($) 87,500
André Bergeron(6) President, Chief Executive Officer and Director	2020 2019	- -	- -	- -	- -	- -	- -
Karine Desrochers(7) Chief Financial Officer	2020 2019	14,300(8) 26,200(8)	- -	- -	- -	- -	14,300 26,200
Christian Lambert(9) Chief Financial Officer and Director	2020 2019	- -	- -	- -	- -	- -	- -
Henri Harland(10) Director and Chairman of the Board	2020 2019	60,000(4) -	- -	- -	- -	- -	60,000(11) -

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Table of compensation excluding compensation securities

Name and position	Year ended December 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)(1)(2)	Value of all other compensation ($)(2)	Total compensation ($)
Nadira Hajjar(12) Director, Secretary and Chief of Operations	2020 2019	72,000(4) 70,500	20,000 -	- -	- -	- -	92,000(11) 70,500(11)
Sylvain Aird(13) Director	2020	-	-	-	-	-	-
Daniel Perry(13) Director	2020	-	-	-	-	-	-
Patrick Bélanger(14) Director	2020 2019	- -	- -	- -	- -	- -	- -
Pierre-Hubert Séguin(15) Director	2020 2019	- -	- -	- -	- -	- -	- -

Notes :

• 1) The value of perquisites is disclosed only if such perquisites are not provided to all employees of the Corporation and their total value exceeds the following amounts for the year: a) $15,000, if the total salary of the named executive officer or director does not exceed $150,000; or b) 10% of the named executive officer’s or director’s salary, if the total salary of the named executive officer or director is greater than $150,000 but less than $500,000; or c) $50,000, if the total salary of the named executive officer or director is $500,000 or more.

• 2) The Corporation has not entered into any employment or consulting and management services agreement that provides for payment to a named executive officer or director in the event of termination, departure, constructive dismissal or change of control. In addition, the Corporation does not have a pension plan or any other plan that provides for the payment of pension benefits to named executive officers and directors.

• 3) Mr. Giasson was appointed Chief Executive Officer on October 28, 2020.

• 4) The salaries on an annual basis for Mr. Giasson, Mr. Harland and Ms. Hajjar were $150,000, $60,000 and $72,000, respectively.

• 5) Mr. Giasson received a signing bonus upon hire of $50,000.

• 6) Mr. Bergeron ceased to be Chief Executive Officer and Director of the Corporation on October 2, 2020 and March 3, 2021, respectively.

• 7) Ms. Desrochers was appointed Chief Financial Officer of the Corporation on October 2, 2020.

• 8) Represents fees prior to the October 2, 2020 Qualifying Transaction. Ms. Desrochers is an employee of a related private corporation that provides accounting services to the Corporation. Fees are billed to the Corporation on an hourly basis for services rendered.

• 9) Mr. Lambert ceased to be Chief Financial Officer and director of the Corporation on October 2, 2020. 10) Mr. Harland was appointed as a director, Chairman of the Board and Chief Executive Officer of the Corporation on October 2, 2020 and ceased to be Chief Executive Officer of the Corporation on October 28, 2020.

• 11) Includes compensation earned by Mr. Harland and Ms. Hajjar while serving as directors and officers of FlipNpik Technologies Inc. prior to the October 2, 2020 Qualifying Transaction.

• 12) Ms. Hajjar was appointed as a director, Secretary and Chief Operating Officer of the Corporation on October 2, 2020.

• 13) Messrs. Aird and Perry were appointed as directors of the Corporation on October 2, 2020.

• 14) Mr. Bélanger ceased to be a director of the Corporation on October 2, 2020.

• 15) Mr. Séguin ceased to be a director and Secretary of the Corporation on October 2, 2020.

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Stock Options and Other Compensation Securities

The following table sets forth all securities awarded as compensation that were granted to named executive officers and directors of the Corporation during the years ended December 31, 2020 and 2019.

Compensation Securities

Name and position Érik Giasson Chief Executive Officer Henri Harland Director and Chairman of the Board Henri Harland Director and Chairman of the Board André Bergeron(5) President, Chief Executive Officer and Director Karine Desrochers Chief Financial Officer Nadira Hajjar Director, Secretary and Chief of Operations Nadira Hajjar Director, Secretary and Chief of Operations	Type of compensatio n security(1)(2) Stock Option Stock Option Stock Option Stock Option Stock Option Stock Option Stock Option	Number of compensation securities, number of underlying securities, and percentage of class(3)(4) 750,000 (750,000 Common Shares) (24.14%) 300,000 (300,000 Common Shares) (9.66%) 50,000 (50,000 Common Shares) (1.61%) 74,920 (74 920 Common Shares) (2.41%) 25,000 (25,000 Common Shares) (0.80%) 150,000 (150,000 Common Shares) (4.83%) 50,000 (50,000 Common Shares) (1.61%)	Date of issue or grant 2020-10-13 2020-10-13 2020-10-13 2020-10-13 2020-10-13 2020-10-13 2020-10-13	Issue, conversion or exercise price ($) 0.40 0.40 0.40 0.40 0.40 0.40 0.40	Closing price of the security or underlying security on date of grant ($) 0.40 0.40 0.40 0.40 0.40 0.40 0.40	Closing price of the security or underlying security at year end ($) 0.55 0.55 0.55 0.55 0.55 0.55 0.55	Expiry date
							2023-10-12 2025-10-12 2023-10-12 2023-10-12 2023-10-12 2025-10-12 2023-10-12

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Compensation Securities

Name and position Sylvain Aird Director Daniel Perry Director	Type of compensatio n security(1)(2) Stock Option Stock Option	Number of compensation securities, number of underlying securities, and percentage of class(3)(4) 350,000 (350,000 Common Shares) (11.27%) 50,000 (50,000 Common Shares) (1.61%)	Date of issue or grant 2020-10-13 2020-10-13	Issue, conversion or exercise price ($) 0.40 0.40	Closing price of the security or underlying security on date of grant ($) 0.40 0.40	Closing price of the security or underlying security at year end ($) 0.55 0.55	Expiry date
							2023-10-12 2023-10-12

Notes :

• 1) Options to purchase Common Shares of the Corporation are granted pursuant to and in accordance with the terms and conditions set forth in the Corporation's stock option plan described under the heading “Stock Option Plan”.

• 2) As part of the Corporation's Qualifying Transaction of October 2, 2020, the 395,000 then issued and outstanding options to purchase Common Shares were consolidated into 98,750 options, i.e. at a ratio of four (4) old options for one (1) new option, and their exercise price of $0.10 each was adjusted to $0.40. Their expiry date of November 2, 2020 remained unchanged. None of the options outstanding as at December 31, 2020 have been cancelled, replaced or amended as of the date of this Circular.

• 3) The aggregate number of securities granted as compensation and the underlying securities held by each person as of the last fiscal year-end date is the number shown for each person in this column, except for Mr. Harland and Ms. Hajjar who hold an aggregate of 350,000 and 200,000 respectively.

• 4) All of these options vest on the date of grant, except for Ms. Desrochers’ options which may be exercised in 25% increments over six (6) months, and may be exercised without any particular restriction or condition.

• 5) Mr. Bergeron ceased to be Chief Executive Officer and Director of the Corporation on October 2, 2020 and March 3, 2021, respectively.

During the Corporation’s most recent fiscal years ended December 31, 2019 and 2020, there were no exercises of securities granted as compensation by the directors and named executive officers.

Stock Option Plan

Ten percent (10%) of the Common Shares in the share capital of the Corporation issued and outstanding from time to time is reserved for the issuance of stock options pursuant to the rolling Stock Option Plan of the Corporation (the “ Plan ”). However, at the Meeting, shareholders will be asked to amend the Plan to a fixed plan under which twenty percent (20%) of the number of Common Shares in the share capital of the Corporation issued and outstanding as at the Record Date will be reserved for the issuance of options to purchase Common Shares pursuant to the Plan, provided that, notwithstanding the foregoing, the maximum number of Common Shares issued pursuant to outstanding options and any other security-based compensation arrangement of the Corporation shall not exceed twenty percent (20%) of the outstanding Common Shares at any time. Only directors, officers, employees or consultants of the Corporation or of its subsidiaries may receive stock options pursuant to the Plan (an “ Eligible person ”). The exercise price and the term of stock options are determined by the Board of Directors and are subject to approval by the TSX Venture Exchange. However, the exercise price cannot be lower than the closing market price of the Corporation’s shares on the last trading day prior to the issuance of options less any discount allowed by

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the TSX Venture Exchange. Stock options under the Plan are exercisable for a period no longer than ten (10) years and the exercise price must be paid in full upon exercise of the option. The Board of Directors may amend the Plan, subject to, as the case may require, the approval of the shareholders, the TSX Venture Exchange and, beneficiaries of issued options.

The aggregate number of Common Shares reserved for issuance upon the exercise of stock options and under any other security-based compensation arrangement of the Corporation granted to insiders (as a group) may not exceed ten percent (10%) of the number of Common Shares issued at any time. The aggregate number of Common Shares reserved for issuance upon the exercise of stock options and under any other security-based compensation arrangement of the Corporation granted to insiders (as a group), in any twelve (12) month period, may not exceed ten percent (10%) of the number of Common Shares issued at any time.

The aggregate number of Common Shares reserved for issuance upon the exercise of stock options and pursuant to any other security-based compensation arrangement of the Corporation granted to an Eligible Person (and corporations wholly owned by such Eligible Person) in any twelve (12) month period may not exceed five percent (5%) of the issued Common Shares of the Corporation at any one time, unless the Corporation has obtained the required disinterested shareholder approval and in compliance with any applicable Exchange requirements.

The aggregate number of Common Shares reserved for issuance upon the exercise of stock options and under any other securities-based compensation arrangement of the Corporation granted to any one consultant, whether an individual or a corporation, within any twelve (12) month period shall not exceed two percent (2%) of the issued and outstanding Common Shares listed on the Exchange at any time. This two percent (2%) limit is included in the limit on the total number of Common Shares that may be reserved set forth in the first paragraph of this section. In addition, the aggregate number of Common Shares reserved for issuance upon the exercise of stock options and pursuant to any other security-based compensation arrangement of the Corporation granted to individuals or entities retained to handle investor relations shall not exceed, in any given twelve (12) month period, two percent (2%) of the issued and outstanding Common Shares listed on the Exchange at any time. This two percent (2%) limit is included in the limit on the total number of Common Shares that may be reserved set forth in the first paragraph of this section.

Options issued to consultants performing investor relations activities must vest in stages over a period of not less than twelve (12) months with no more than one quarter (¼) of the options vesting in any three (3) month period. In the event that the Corporation wishes to proceed to any acceleration of said period, the Corporation shall obtain prior approval from the Exchange.

In the event an Admissible Person is dismissed as a director, officer, employee or consultant by the Corporation for cause, all unexercised options rights shall terminate immediately. In the event an Admissible Person ceases to be a director, officer, employee or consultant of the Corporation, the Corporation or the Resulting Issuer (as such term is defined in the Exchange policies) as a result of: i) disability or illness preventing the Admissible Person from performing the duties routinely performed by such Admissible Person; ii) retirement at normal retirement age; iii) resignation; or iv) such other circumstances as may be approved by the Board of Directors; then each option granted to such Admissible Person shall be exercisable only for a period of the greater of ninety (90) days or thirty (30) days if the Admissible Person is performing investor relations activities. In the event of the death of the Admissible Person, the options granted to such Admissible Person shall be exercisable for a period commencing on the death of the Admissible Person and ending twelve (12) months thereafter or on the Expiry Date, whichever occurs first.

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The Plan provides for the termination of the Plan in certain events of liquidation, dissolution, reorganization, merger, arrangement, consolidation or sale of substantially all of the Corporation’s assets or more than 50% of the then issued outstanding shares of the Corporation, unless such transaction provides for the continuation of the Plan or the substitution of such options by new options for shares of the successor of the Corporation, its parent corporation or one of its subsidiaries with appropriate adjustments as to the number and class of shares as well as the exercise price. Moreover, prior to the termination of the Plan in these circumstances, the Corporation must cause the time for the exercise of any unvested option and of the time for the fulfillment of any conditions or restrictions on such exercise to be accelerated so as to allow all option holders to exercise their options before the Plan’s termination and participate in the transaction giving rise to such acceleration. See also section “Approval of the Amended Stock Option Plan”.

Equity Compensation Plan Information

The following chart sets forth, as of December 31, 2020, compensation plans under which equity securities of the Corporation can be issued:

Equity Compensation Plan Information

Plan Category Equity-based compensation plans approved by securityholders Equity compensation plans not approved by security holders	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) 3,106,250 n/a	Weighted-average exercise price of outstanding options, warrants and rights (b) $0.40 n/a	Number of securities remaining available for future issuance under compensation plans (excluding securities reflected in column (a)) (c)
			509,687 n/a

Compensation Analysis

General Principles of Executive Compensation

Although the Corporation has not adopted a formal compensation program due to its current development stage, remuneration plays an important role to attract, motivate and retain key members of the management team required for its success and to drive strategic growth initiatives.

Compensation is designed so as to constitute adequate reward for services and incentive for the executive management team to implement strategies aimed at increasing share value and creating economic value. The compensation is also established according to the duties and responsibilities that rest on the individuals and their own level of performance. The compensation is designed to take into account the constraints of the Corporation's business due to the fact that it is a small company in the technology and digital marketing sector that does not have a history of profits.

The Corporation is committed to a total compensation that: (a) will be competitive with the compensation received by executives employed by other small technology and digital marketing corporations, without

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conducting formal benchmark with peers; (b) will link the executives’ interests with those of the shareholders; and, (c) will reward superior performance. The Corporate Governance Committee did not consider the implications of the risks associated with the Corporation’s compensation policies and practices.

Determining Compensation

The compensation of the Named Executive Officers is established by the Board of Directors, upon the recommendation of the Corporate Governance Committee. As of the date hereof, Messrs. Sylvain Aird, Henri Harland and Daniel Perry are the members of the Corporate Governance Committee.

The compensation of the Names Executive Officers, other than the President and Chief Executive Officer, is proposed by the President and Chief Executive Officer to the Corporate Governance Committee, which recommends its adoption by the Board of Directors after independent negotiations with each executive officer. The compensation of the President and Chief Executive Officer is established by the Corporate Governance Committee, which recommends the adoption by the Board of Directors. In all cases, any officer who is a member of the Corporate Governance Committee and in respect of whom the Corporate Governance Committee determines his or her compensation, will refrain from participating in discussions relating to the Governance Committee’s recommendation for compensation.

Components of Overall Compensation

When assessing total annual compensation, the Corporation focuses on four key components which are intended to collectively make up most of a executive total compensation opportunity, to reward past and current performance and to create incentives with respect to future performance. These four key components are comprised of fixed elements, namely base salary and variable compensation elements, namely incentive bonuses and grants of options to purchase Common Shares of the Corporation.

Base Salary

For the fiscal year ended December 31, 2020, base salary is evaluated based on comparisons to the base salaries offered by small capital stock companies in the technology and digital marketing sector, as well as on more subjective criteria such as internal equity and individual contributions to the Corporation’s results during the last fiscal year. The Corporation’s view is that a competitive base salary is a necessary element for retaining qualified executive officers. Base salaries are negotiated on an individual basis with each of the executive officers and are subject to an annual review.

Based on their respective experiences in the technology and digital marketing sector, the members of the Corporate Governance Committee continually reassess the base salary component of the Corporation’s the Named Executive Officers to ensure that it reflects salaries offered for positions involving similar responsibilities and complexity, internal equity, as well as the skills and experience of the Corporation’s Named Executive Officers. Accordingly, compensation paid in any given year will not necessarily be indicative of compensation to be paid in the future.

Incentive Bonus

The Corporation is currently in a growth period, and as such, incentive bonuses are being granted, based on the satisfactory work accomplished by the Named Executive Officers. The incentive bonuses are approved by the Corporate Governance Committee.

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Option-Based Award Plan

The grant of stock options is part of the long-term incentive component of executive compensation and is an essential part of compensation. The Named Executive Officers may participate in the Corporation’s Stock Option Plan, which is designed to encourage optionees to align their interests with those of shareholders, thereby enhancing shareholder value. In addition to complementing their compensation, the grant of stock options to the Named Executive Officers and directors of the Corporation is intended to encourage their participation in the growth and development of the Corporation by providing them with the opportunity through common share options to acquire or increase a financial stake in the Corporation and thereby motivate them to carry out the strategic growth initiatives of the Corporation. The number of options granted is determined following deliberations of the Board of Directors, upon the recommendation of the Corporate Governance Committee, and based on several factors, such as the investment in time and money, the functions and responsibilities of the position held, the level of responsibility and the overall contribution that an individual can bring to the Corporation in terms of professional experience, knowledge of the technology and digital marketing sector and other qualities of the individual, the whole, without taking into account previous grants. There is no specific weighting given to each of these criteria, which are considered as a whole. The terms of the plan are described in section “Stock Option Plan” of this Circular.

Compensation and Risk Management

Given the size of the Corporation and the fact that it has not implemented a formal compensation program, it is not possible for the Corporate Governance Committee, Audit Committee or the Board of Directors to take into consideration the risks associated with the Corporation’s compensation program and practices.

INTEREST OF MANAGEMENT AND CERTAIN RELATIONSHIPS IN MATERIAL TRANSACTIONS

Except as disclosed below and the compensation of directors and officers disclosed under the heading “Compensation of Directors and Named Executive Officers” of this Circular, no director, officer, insider, subsidiary, associate or affiliate has a material interest in any transaction entered into since the beginning of the last fiscal year or an interest in any proposed transaction that has materially affected or could materially affect the Corporation or any of its subsidiaries and, except as disclosed, none of the transactions have special features or conditions and no guarantees have been given or received:

• Transactions with Key Executives : On January 2, 2020, the Corporation’s officers received a stock bonus from the Corporation’s subsidiary with a total value of $100,000 at a price of $0.20 per share.

• Pierre-Hubert Séguin, who was director and secretary of the Corporation until October 2, 2020, is a partner of the firm Séguin Racine, attorneys, which provided legal services to the Corporation in respect of several matters during the last fiscal year.

• Transactions with a corporation controlled by officers : On February 1, 2016, the Corporation’s subsidiary signed a license agreement with a company controlled by the officers for the exclusive rights to operate the FlipNpik application (hereinafter the “application”) for North America. On January 15, 2020, the agreement was amended to increase the royalties. The new contract provides for royalties of 5% in 2020 and 2.5% in 2021. The total value of royalties paid under the agreement is zero in 2020. On May 28, 2020, the Corporation’s subsidiary and Gestion GNH Inc. entered into an assignment agreement pursuant to which the Corporation’s subsidiary acquired full and exclusive ownership of the FlipNpik application, including all enhancements developed by the Corporation’s subsidiary or Fliptech SA, as well as the Fliptech License Agreement entered into

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between Gestion GNH Inc. and Fliptech SA on January 1, 2019. Under the terms of the assignment agreement, the Corporation’s subsidiary will have to pay Gestion GNH Inc. the following amounts on a quarterly basis:

• On or after January 1, 2022, the greater of: (i) 2% of any consideration earned by the Corporation’s subsidiary related to the operation of the FlipNpik application in the North American territory, or (ii) $15,000; and

• On or after the Closing Date, the greater of: (i) one-half of any consideration obtained by the Corporation’s subsidiary related to the operation of the FlipNpik application outside of the North American territory, or (ii) €7,500.

The Fliptech license agreement grants Fliptech SA an exclusive and perpetual right to use the FlipNpik application worldwide, except in North America, and to develop it. The Fliptech license agreement will entitle the Corporation’s subsidiary to receive quarterly the higher of the following two amounts: (i) 1.5% of all consideration and revenues generated by Fliptech SA related to the operation of the FlipNpik application outside of North America or (ii) a sum of €15,000.

The assignment agreement was conditional upon the closing of the Corporation’s Qualifying Transaction and resulted in the recognition of a financial asset of $300,000 and a financial liability of $300,000.

INDEBTEDNESS OF OFFICERS AND DIRECTORS TO THE CORPORATION

As of the date hereof, no director, officer, or any of their respective associates or affiliates is indebted to the Corporation.

DIRECTORS AND OFFICERS INSURANCE

As part of the risk insurance program, the directors' and officers’ liability insurance policy provides for a reimbursement by the Corporation and coverage limits of $2,000,000 per claim and $2,000,000 per policy period. A deductible of $15,000 is payable for each claim. For the 2021-2022 policy year, the annual premium paid by the Corporation is approximately $14,020.

Subject to the limitations of the Canada Business Corporations Act , a director or officer is entitled to claim from the Corporation his incurred costs, charges and expenses (including amounts paid to settle an action or satisfy a judgement) in respect of any action or proceeding to which he is a party by reason of being a director or officer of the Corporation.

MATTERS TO BE ACTED UPON AT THE MEETING

PRESENTATION AND RECEIPT OF THE ANNUAL FINANCIAL STATEMENTS

The management report, the audited financial statements, as well as the related auditors’ report for the fiscal year ended December 31, 2020 will be presented to the shareholders at the Meeting, but no vote is required, nor will a vote be taken for their approval.

ELECTION OF DIRECTORS

The Corporation’s articles provide that the Board of Directors shall be composed of a minimum of one (1) and a maximum of ten (10) directors as determined by the Board of Directors from time to time, which

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number is currently set at five (5). The directors are elected every year. Each of the candidates named hereunder has advised the management of the Corporation that he would be willing to serve as a director if elected. Management of the Corporation proposes the nomination of five (5) directors for the current year, and the persons named in the accompanying Proxy annexed hereto intend to vote IN FAVOUR of the election of the persons named below as directors. The candidates registered on the following list are current members of the Board of Directors of the Corporation. Management of the Corporation does not contemplate that any of the candidates will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy reserve the right to vote for another nominee in their discretion. Each nominee elected as a director will hold office until the next annual general meeting of shareholders or until his successor is duly elected, unless he ceases to hold office pursuant to the Canada Business Corporations Act or his office is earlier vacated pursuant to the by-laws of the Corporation.

UNLESS INSTRUCTIONS ARE GIVEN TO ABSTAIN FROM VOTING ON THE ELECTION OF THE FOLLOWING CANDIDATES, THE PERSONS WHOSE NAMES APPEAR IN THE INSTRUMENT OF PROXY INTEND TO VOTE AT THE MEETING IN FAVOUR OF THE ELECTION OF THE FOLLOWING CANDIDATES.

The Canada Business Corporations Act and the applicable securities laws require that the Corporation has an audit committee. The Corporation has thus created a permanent Audit Committee (the “ Audit Committee ”). The Board of Directors also created the Corporate Governance Committee, responsible for all nomination and compensation matters, as well as other corporate governance issues, the whole as more fully described in section “Statement of Corporate Governance Practices” of this Circular.

The following table sets forth, for each nominee for election as director of the Corporation, his or her name, place of residence, the year in which he or she became a member of the Board of Directors, his or her main functions and information concerning the Common Shares he or she owns, directly or indirectly, or over which he or she exercises control as of the date hereof.

Name, City and Province of Residence Sylvain Aird(2)(3) Montréal, Québec Vincenzo Guzzo Terrebonne, Québec Nadira Hajjar Laval, Québec Henri Harland(2)(3) Rosemère, Québec Daniel Perry(2)(3) Marrakech, Morocco	Office Held With the Corporation Director and Chairman of the Corporate Governance Committee Director Director, Secretary and Chief of Operations Director, Chairman of the Board and Chairman of the Audit Committee Director	Director Since 2020-10-02 2021-03-03 2020-10-02 2020-10-02 2020-10-02	Number and Percentage of Common Shares Beneficially Owned, or Over Which Control or Direction Is Exercised, Directly or Indirectly(1)
			75,000 (0.21%) - 5,850,000 (16.18%) 12,375,000(4) (34.22%) -

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Notes :

• 1) The foregoing candidates have themselves provided information regarding the Common Shares they own, directly or indirectly, or over which they exercise control.

• 2) Member of the Audit Committee.

• 3) Member of the Corporate Governance Committee.

• 4) Henri Harland holds these Common Shares directly (2,550,000 Common Shares) and indirectly through Fiducie HJH (1,000,000 Common Shares) of which Mr. Harland is a trustee, FMV Equity Fund Inc. (2,550,000 Common Shares), a corporation controlled by Mr. Harland, Gestion GNH Inc. (2,550,000 Common Shares), a corporation controlled by Mr. Harland and Gestion Harland Inc. (3,725,000 Common Shares), a corporation controlled by Mr. Harland.

Sylvain Aird is a lawyer who has been acting as legal counsel for nearly 25 years, including 14 years with Boralex Inc. (TSX: BLX), a public renewable energy corporation with operations in North America and Europe. From September 2012 to June 2017, Mr. Aird served as Vice President Europe, Chief Legal Officer and Secretary at Boralex Inc. He also served as Vice President Business Development from June 2017 to March 2018. During his career, Mr. Aird has acted in multiple complex transactions and financings in Canada and abroad. Since April 2018, Mr. Aird has been working in securities for the firm Séguin Racine, Avocats and sits on the board of directors of Terranueva Corporation (CSE: TEQ).

Vincenzo Guzzo is a remarkable entrepreneur with a diverse portfolio of businesses, including multiple Cinémas Guzzo, the largest independent movie theatre chain in Quebec, with 10 theatres across the province. He also operates a restaurant chain, a construction company, an online gourmet food business and Mr. Sunshine, his personal fashion brand. In 2007, he and his wife created the Guzzo Foundation to centralize their philanthropic activities, which have raised millions of dollars to support medical research to prevent cancer and to support mental health initiatives.

Nadira Hajjar has successfully led several ambitious projects in the pharmaceutical and digital industries over the past ten years. Ms. Hajjar's eclectic academic background, ranging from Humanities to Molecular Biology, has allowed her to acquire multidisciplinary skills and to develop a methodological and rigorous analytical mind. Her MBA and project management training have provided her with business knowledge and managerial skills that are highly valued by her peers. As President of the Corporation’s subsidiary, FlipNpik Technologies Inc. she plays a strategic role in the design and development of FlipNpik, an innovative solution for local businesses to regain their position in the social scene, while leading the FlipNpik team. She has an uncanny ability to execute and manage operations with flair.

Henri Harland has over 30 years of experience in public companies as a consultant, CFO and/or CEO. He has also acted as an independent strategic and financial consultant for numerous companies in various industries in North America and Europe, specifically in the areas of capitalization, financing and business development. With an MBA in Finance (1976), a Bachelor of Science in Actuarial Science (1974) and a long-standing entrepreneurial background, his experience and expertise have been recognized for decades in the stock market. Founder of Neptune Wellness Solutions Inc. (formerly Neptune Technologies & Bioressources Inc.) (TSX: NEPT), his vision, creativity, determination and business acumen have enabled him, during his sixteen years as CEO from 1998 to 2014, to position Neptune as a pioneer and leader in the development and marketing of nutraceutical and pharmaceutical applications of krill oil as well as for its potential benefits in nutrigenomics. He has carried out numerous projects and developed several companies while sharing the value created with those who contributed to its creation. The last companies he has been involved in have been successful on an international scale while endorsing a social cause. He has since served as CEO of the Corporation’s subsidiary, FlipNpik Technologies Inc., which operates FlipNpik, a collaborative social network dedicated to promoting neighborhood businesses. Finally, Mr. Harland has

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been a director of multimicrocloud since January 2017, a publicly traded French company active in the field of application development.

Daniel Perry holds a Bachelor’s degree in Agronomy from the University of PAU in France. He has worked in the agri-food industry, managing corporations as President and CEO before moving into the real estate field where he was responsible for real estate developments, residential constructions and franchise promotions. From 1990 to early 2000, he was a shareholder manager of recreational and tourism complexes in France before becoming a director of public corporations such as Acasti Pharma Inc. (TSX-V: ACST) and Neptune Wellness Solutions Inc. (formerly Neptune Technologies & Bioressources Inc.) (TSX: NEPT) in 2002. Since 2017, he has been President and Director of multimicrocloud, a French public company listed on the stock exchange that works in the field of Application development.

To the knowledge of the Corporation, none of the above-mentioned candidates:

• a) is, or within the last ten years, has been a director, chief executive officer or chief financial officer of any company, including the Corporation, that was the subject of a cease trade, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation and which, in all cases, was in effect for a period of more than thirty (30) consecutive days:

• i) while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

• ii) after the candidate 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;

• b) is, or within the last ten (10) years has been, a director or executive officer of any company, including the Corporation that, while the proposed director 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 trusteee appointed to hold its assets; or

• c) has, within the last ten (10) years, 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 its assets.

Also, to knowledge of the Corporation, no candidate for election as director 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;

• 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.

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APPOINTMENT OF AUDITORS

At the Meeting, you will be asked to vote for the appointment of Raymond Chabot Grant Thornton LLP, (“ RCGT ”) as independent auditors of the Corporation until the next annual meeting. The Board of Directors of the Corporation proposes that RCGT be nominated as auditors of the Corporation and that directors of the Corporation be authorized to establish their remuneration. RCGT have been the auditors of the Corporation since July 27, 2020. Prior to this date, BDRF CPA Inc. (formerly Bélanger Dalcourt CPA Inc.) had been the Corporation’s appointed auditors since May 15, 2014.

UNLESS INSTRUCTIONS ARE GIVEN TO ABSTAIN FROM VOTING ON THE APPOINTMENT OF THE AUDITORS, THE PERSONS WHOSE NAME APPEAR IN THE INSTRUMENT OF PROXY INTEND TO VOTE AT THE MEETING IN FAVOUR OF THE APPOINTMENT OF RAYMOND CHABOT GRANT THORNTON LLP, AS AUDITORS OF THE CORPORATION AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.

Measures have been taken to assure that one or more representatives of RCGT will be present at the Meeting. RCGT representatives will have the opportunity to speak and answer pertinent questions.

In addition to performing the audit of the Corporation’s financial statements, RCGT provided other services to the Corporation and invoiced the following fees for the following fiscal years:

Professional Fees Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All other Fees(4) TOTAL	Fiscal Year Ended December 31, 2020 (S) 70,000 4,725 5,000 47,250 126,975	Fiscal Year Ended December 31, 2019 ($)
		26,250 23,232 - - 49,482

Notes :

• 1) Refers to the aggregate professional fees invoiced by the Corporation’s external auditor for audit services.

• 2) Refers to the aggregate professional fees invoiced for assurance and related services by the Corporation’s external auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under note (1) above, including professional services rendered by the Corporation’s external auditor for accounting consultations on proposed transactions and consultations related accounting and reporting standards.

• 3) Refers to the aggregate professional fees invoiced for professional services rendered by the Corporation’s external auditor for tax compliance, tax advice and tax planning. These fees refer to various consultations with the external auditors relating to general taxation.

• 4) Refers to the aggregate professional fees invoiced for products and services provided by the Corporation’s external auditor, other than the services reported under notes (1), (2) and (3) above, namely fees relating to translation services. The fees for the year ended December 31, 2020 relate to a review engagement of the Corporation’s financial statements for the interim period ended October 31, 2019 and 2018 performed by BDRF CPA Inc. The fees for the year ended December 31, 2019 relate to assistance in connection with an anticipated reverse takeover, the Corporation’s October 2, 2020 Qualifying Transaction.

APPROVAL OF THE AMENDED STOCK OPTION PLAN

At the Meeting, shareholders will be asked to amend the Plan to a fixed plan pursuant to which twenty percent (20%) of the number of Common Shares in the share capital of the Corporation issued and outstanding as at the Record Date will be reserved for the issuance of options to purchase Common Shares

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pursuant to the Plan, provided that, notwithstanding the foregoing, the maximum number of Common Shares issued pursuant to outstanding options and any other securities-based compensation arrangement of the Corporation shall not exceed 20% of the outstanding Common Shares at any time (the “ New Plan ”). Pursuant to the New Plan, the Board of Directors of the Corporation may, by resolution, grant options to directors, officers, employees or consultants of the Corporation and its subsidiaries. As at the Record Date, this number represents 7,231,875 Common Shares. As at the Record Date, 3,506,250 options to purchase Common Shares are issued and outstanding. The said New Plan is described above under the heading “Stock Option Plan”. Shareholders are therefore asked to consider and, if deemed appropriate, to approve the following resolution:

UNLESS INSTRUCTIONS ARE GIVEN TO ABSTAIN FROM VOTING OR TO VOTE AGAINST THE ADOPTION OF THE FOLLOWING RESOLUTION, THE PERSONS WHOSE NAME APPEAR IN THE INSTRUMENT OF PROXY INTEND TO VOTE AT THE MEETING IN FAVOUR OF THE FOLLOWING RESOLUTION.

“WHEREAS it is in the best interest of the Corporation to approve the amended Common Stock Option Plan to set the number of Common Shares reserved for issuance upon the exercise of stock options under the amended plan at 7,231,875 provided that, notwithstanding the foregoing, the maximum number of Common Shares issued pursuant to outstanding options and any other security-based compensation arrangements of the Corporation shall not exceed 20% of the outstanding Common Shares at any time (the “ New Plan ”)

BE IT RESOLVED THAT the New Plan and all grants, cancellations and exercises of stock options since the adoption of the current stock option plan be and are hereby approved, ratified and confirmed on the terms and conditions approved by the Board of Directors;

BE IT RESOLVED THAT any director or officer be, and he is hereby, authorized, for and on behalf of the Corporation, to execute and deliver any document, instrument or other writing and to do any act or thing necessary or convenient to give effect to this resolution.”

APPROVAL OF A NEW RESTRICTED SHARE UNIT PLAN

The Corporation is seeking the approval of disinterested shareholders at the Meeting to adopt a restricted share unit plan for which a summary of certain provisions of the RSU Plan is set out below (the “ RSU Plan ”).

As a result of the Corporation’s desire for more flexibility in granting certain equity incentive awards in addition to stock options, the RSU Plan allows the Corporate Governance Committee or the Board of Directors of the Corporation to grant restricted share units (“ RSUs ”), which, upon vesting following satisfaction of time, performance or events conditions, results in the holder thereof being paid in cash or issued Common Shares. The RSU Plan remains subject to final acceptance from the TSX Venture Exchange and disinterested shareholder approval.

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Purpose of the RSU Plan

The purpose of the RSU Plan is to assist the Corporation in attracting and retaining individuals with experience and ability, to allow certain officers, employees, consultants or directors of the Corporation to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the officers, employees, consultants or directors designated under the RSU Plan and the shareholders of the Corporation.

Administration of the RSU Plan

The RSU Plan shall be administered by the Corporate Governance Committee, which comes under the authority of the Board which can administer it as well. No member of the Board or Corporate Governance Committee shall be liable for any action or determination made in good faith pursuant to the RSU Plan.

Eligibility

The Corporate Governance or the Board designate, from time to time and at its sole discretion, the directors, officers, consultants or key employees of the Corporation who are entitled to participate in the RSU Plan (the “ Participants ”).

Grant of RSUs

Periodically, the Corporate Governance Committee or the Board will determine, at its sole discretion, the number of RSUs granted in respect of any Participant, with respect to the past or future contribution by such Participant, to the success of the Corporation, together with the applicable vesting conditions which cannot be later than ten (10) years minus one (1) month following the grant of the RSUs to a Participant.

The Corporate Governance Committee or the Board may establish vesting conditions, such as time, performance or events conditions, which, if met or realized by the Participant or the Corporation, as the case may be, will entitle the Participant to receive the number of RSUs specified in a grant.

Unless otherwise indicated by the Corporate Governance Committee or the Board upon grant, and in its sole discretion, RSUs shall vest as to one-third (1/3) of the total number of RSUs granted on each of the first, second and third anniversaries of the grant date. However, the Corporate Governance Committee or the Board will then have the entire discretion to accelerate or not the terms of vesting of any RSUs.

Upon a change of control within the meaning of the RSU Plan, all outstanding RSUs vest, irrespective of any performance-vesting conditions and the RSU Plan will thus be terminated unless a written disposition regarding such change of control provides for the continuance of the RSU Plan, with appropriate adjustments, including as to number and kind of RSU, in which case the Plan at that time will continue according to the terms provided for.

Termination of RSUs

Unless otherwise determined by the Corporate Governance Committee or the Board, the following provisions shall apply in the event that a Participant ceases to be eligible as Participant:

• a. if a Participant who is an officer, consultant or key employee is terminated for cause, all its outstanding RSUs shall be terminated, effective as of the date notice is given to the Participant of such termination;

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• b. if a Participant ceases to be an officer, consultant or key employee as a result of resignation, retirement, death, long-term disability, or termination not for cause or if a Participant ceases to be a director following its death or long-term disability, all its vested RSUs granted to such Participant shall be settled in accordance with the terms of the RSU Plan and RSU agreements executed with each Participants (the “ RSU Agreement ”), and all its unvested RSUs shall be terminated, unless the Board or Corporate Governance and Human Resources Committee determine that unvested RSUs should vest;

• c. if a Participant is a director who is not also an employee, officer or consultant and ceases to be a director as a result of (i) his resignation as member of the Board, (ii) his decision not to stand for re-election as member of the Board, or (iii) the non proposal of such Participant for re-election as member of the Board, all vested RSUs granted to such Participant shall be settled in accordance with the terms of the RSU Plan and RSU Agreements, and all its unvested RSUs shall be terminated, unless the Board or Corporate Governance Committee determines that those unvested RSUs should vest. However, if the director ceases to be a director as a result of his dismissal from the Board, all its outstanding RSUs shall be terminated; and

• d. if a Participant deceases, all its RSUs shall be settled to the Participant’s heirs or administrators not later than one (1) year following the date of the Participant’s death.

Settlement of RSUs

Following the vesting of RSUs, provided that the Participant, or his succession, still qualifies as a Participant on such date, the Corporation, through its Corporate Governance Committee or the Board, shall have the entire discretion of settling payment for the RSUs by any of the following methods or by a combination of such methods:

• a. payment, net of any applicable tax withholdings, in cash equal to the number of vested RSUs multiplied by the closing price of s Common Share on the day before the date of settlement; or

• b. subject to applicable law, payment, net of any applicable tax withholdings, in Common Shares equal to the number of vested RSUs.

Allotment of Shares for Issuance by the Corporation

The Corporation shall allot for issuance from treasury such number of Common Shares corresponding to the maximum number of Common Shares that may be deliverable to Participants upon the vesting of all RSUs granted to Participants under the RSU Plan.

Notwithstanding any other provision of the RSU Plan:

• a. the maximum number of Common Shares to be issued in settlement of RSUs shall be limited to 7,231,875 Common Shares, provided that, notwithstanding the foregoing, the maximum number of Common Shares issuable pursuant to outstanding RSUs and all other security based compensation arrangements (including the Stock Option Plan of the Corporation) shall not exceed 20% of the Common Shares outstanding from time to time;

• b. the maximum number of Common Shares issuable pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12 month period, to any one consultant must not exceed 2% of the Common Shares outstanding from time to time;

• c. the maximum number of Common Shares issuable pursuant to outstanding RSUs and all other security based compensation arrangements to insiders (as a group) must not exceed 10% of the Common Shares outstanding from time to time. The maximum number of Common Shares issuable

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pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12 month period, to insiders (as a group) must not exceed 10% of the Common Shares outstanding from time to time;

• d. the maximum number of Common Shares issuable pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12 month period, to any one individual (and any companies that are wholly owned by that individual) shall not exceed 5% of the Common Shares outstanding from time to time.

Rights of Participants

A Participant shall not have any of the rights or privileges of a Shareholder of the Corporation in respect of any Common Shares issuable pursuant to a RSU until such Participant becomes the holder of the underlying Common Shares.

The RSUs, rights and interests of a Participant in respect of the RSU Plan are not transferable or assignable other than by will or the laws of succession to the legal representative of the Participant.

Neither participation in the RSU Plan nor any action taken under the RSU Plan shall give or be deemed to give any Participant a right to continued employment with the Corporation and shall not interfere with any right of the Corporation to dismiss any Participant.

Amendment, Suspension or Termination of the RSU Plan

The Board may from time to time amend, suspend or terminate the RSU Plan in whole or in part or amend the terms of RSUs credited in accordance with the RSU Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a Participant with respect to RSUs credited to such Participant, the written consent of such Participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any Participant to an amendment, suspension or termination which materially or adversely affects the rights of such Participant with respect to any credited RSUs shall not be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which shares of the Corporation are listed.

If the Board terminates the RSU Plan, RSUs previously credited to Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of the RSU Plan (which shall continue to have effect, but only for such purposes) on the settlement date.

Shareholder Approval Requirements

Pursuant to the policies of the TSX Venture Exchange, since the aggregate number of Common Shares issuable pursuant to the RSU Plan and all other security based compensation arrangements (the Stock Option Plan of the Corporation) could exceed 10% of the issued and outstanding Common Shares, the ordinary resolution approving the RSU Plan must be passed by a majority of the votes cast by disinterested shareholders present in person or by proxy at the Meeting.

Management recommends, and the persons named in the enclosed form of proxy intend to vote in favour of the approval of the RSU Plan. In order to be passed, a majority of the votes cast at the Meeting by disinterested shareholders in person or by proxy must be voted in favour of the resolution. Accordingly, for that specific resolution, 18,725,000 Common Shares held by the insiders, directors and officers named in this Circular will be excluded.

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UNLESS INSTRUCTIONS ARE GIVEN TO DECLINE TO VOTE OR TO VOTE AGAINST CONCERNING THE APPROVAL OF THE FOLLOWING RESOLUTION BY DESINTERESTED SHAREHOLDERS, THE PERSONS WHOSE NAME APPEAR IN THE INSTRUMENT OF PROXY INTEND TO VOTE AT THE MEETING IN FAVOUR OF THE FOLLOWING RESOLUTION.

“BE IT RESOLVED THAT the restricted share unit plan of Geekco Technologies Corporation (the “Corporation”), as described in the Corporation’s Management Information Circular, pursuant to which the directors may, from time to time, authorize the issuance of up to 7,231,875 Common Shares of the Corporation to directors, officers, employees, and consultants of the Corporation in accordance with the restricted share unit plan, is hereby authorized, ratified, approved and confirmed, subject to final regulatory approval; and

BE IT RESOLVED THAT any one director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments, whether under the seal of the Corporation or otherwise, and to do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution.”

APPROVAL OF QUORUM FOR SHAREHOLDERS’ MEETINGS

In accordance with the by-laws of the Corporation, a meeting of shareholders is duly constituted to transact any business for which it is called if, among other things, the shareholders or duly appointed proxies present in person, being not less than one in number, hold or represent by proxy not less than 20% of the issued shares of the Corporation of the class or classes entitled to vote at such meeting.

In order to facilitate the constitution of meetings of shareholders of the Corporation, the shareholders are therefore asked to consider and, if deemed appropriate, to approve the following resolution to amend the by-laws of the Corporation to reduce the quorum required for the constitution of shareholders’ meetings from 20% to 5%.

UNLESS INSTRUCTIONS ARE GIVEN TO ABSTAIN FROM VOTING OR TO VOTE AGAINST THE ADOPTION OF THE FOLLOWING RESOLUTION, THE PERSONS WHOSE NAME APPEAR IN THE INSTRUMENT OF PROXY INTEND TO VOTE AT THE MEETING IN FAVOUR OF THE FOLLOWING RESOLUTION.

“BE IT RESOLVED THAT Section 6 of By-Law No. 1 of the Corporation be amended to reduce the quorum for the constitution of any meeting of shareholders from 20% to 5%;

BE IT RESOLVED THAT the President and/or Director be and he is hereby authorized, for and on behalf of the Corporation, to confirm the amended By-Law No. 1 and to execute and deliver any document, instrument or other writing and to do all things necessary or convenient to give effect to this resolution.”

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AUDIT COMMITTEE

The Audit Committee of the Corporation examines in a direct manner, with the assistance of the auditors, the financial statements of the Corporation and recommends their approval to the Board of Directors. The Audit Committee is currently composed of Sylvain Aird, Henri Harland and Daniel Perry. Schedule B contains the Audit Committee Charter.

CORPORATE GOVERNANCE COMMITTEE

The Board of Directors is committed to implementing a number of governance measures consistent with the Corporation's vision, principles and values, as set out below.

The Board of Directors of the Corporation has created the Corporate Governance Committee, which also oversees, as applicable, the compensation policies. The Corporate Governance Committee is currently composed of Sylvain Aird, Henri Harland and Daniel Perry. The members of the Corporate Governance Committee have the skills and experience set forth in section “Election of Directors” which enable the Corporate Governance Committee to make decisions on the suitability of the Corporation’s compensation policies and practices. The Corporate Governance Committee is responsible for, among other things, reviewing corporate governance matters and making recommendations to the Board of Directors with respect to governance, compensation and evaluation practices, all in accordance with the Corporate Governance Committee Charter

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors of the Corporation considers good corporate governance practices to be one of the important factors contributing to the overall success of the Corporation. In accordance with National Instrument 58-101 Disclosure of Corporate Governance Practices and National Policy 58-201 Corporate Governance Guidelines , the Corporation is required to disclose its corporate governance practices. A description of the Corporation’s practices is included in Schedule A.

ADDITIONAL INFORMATION

Additional financial information relating to the Corporation is included in its comparative financial statements for the year ended December 31, 2020, as well as in the document entitled Management’s Discussion and Analysis for the last fiscal year.

The Corporation will provide to any person, upon request to the Secretary of the Corporation, at 620-1600 Saint-Martin Boulevard East, Laval, Québec, Canada, H7G 4R8, the following documents in English or French (or both): a copy of Management’s Discussion and Analysis and of the financial statements of the Corporation for the fiscal year ended December 31, 2020, together with the auditors’ report thereon.

These documents and other information respecting the Corporation are also available on the SEDAR website at www.sedar.com.

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BOARD OF DIRECTORS’ APPROVAL

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

Signed in Laval, Québec, April 30, 2021

GEEKCO TECHNOLOGIES CORPORATION

(Signed) Henri Harland

Henri Harland, Chairman of the Board of Directors

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SCHEDULE A

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Canadian Securities Administrators (the “ Authorities ”) adopted Regulation 52-110 respecting Audit Committees. (the “ Authorities’ Audit Committee Regulation ”). The Authorities’ Audit Committee Regulation include requirements regarding audit committee composition and responsibilities, as well as reporting obligations with respect to audit related matters. The Corporation complies with these rules and appropriate disclosure is made, where applicable, in connection therewith in the following table.

The Authorities also adopted Regulation 58-101 respecting Disclosure of Corporate Governance Practices (the “ Authorities’ Governance Disclosure Regulation ”) and Policy Statement 58-201 to Corporate Governance Guidelines (the “ Authorities’ Governance Policy ”). The Authorities’ Governance Policy provides guidance on corporate governance practices to Canadian issuers, while the Authorities’ Governance Disclosure Regulation requires issuers to make the prescribed disclosure regarding their corporate governance practices, if necessary. The disclosure made hereunder refers to the items of the Authorities’ Governance Disclosure Regulation as well as to the Authorities’ Governance Policy, where appropriate. The Corporation believes that its corporate governance practices meet the requirements of the Authorities’ Governance Disclosure Regulation and the Authorities’ Governance Policy, as reflected in the disclosure made hereunder.

The Corporation periodically reviews its corporate governance practices in order to respond to the evolution of best practices.

evolution of best practices.
AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
1. Board of Directors
a) Disclose how the board of directors (the “Board”) facilitates its exercise of independent supervision over management, including (i) the identity of directors that are independent, and (ii) the identity of directors who are not independent, and the basis for that determination.	Of the five (5) current members of the Board, three (3) directors are currently independent within the meaning of the Authority's regulations on corporate governance disclosure. They are Sylvain Aird, Daniel Perry and Vincenzo Guzzo. The Board, after reviewing the relationships of each of its directors, has determined that the following director is not independent: Henri Harland is a significant shareholder of the Corporation and has served as Chief Executive Officer for the past three years; and Nadira Hajjar is Chief Operating Officer of the Corporation. They therefore are not “independent” within the meaning of the Authorities’ Governance Disclosure Regulation.

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
	At all meetings of the Board and Board Committees, the independent directors may meet without any representative of management present.
b) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	No current director is currently also a member of the board of directors of another reporting issuer with the exception of Sylvain Aird (Terranueva Corporation; CSE); Henri Harland (Multimicrocloud; Euronext); and Daniel Perry (Multimicrocloud; Euronext).
2. Orientation and Continuing Education
Describe what steps, if any, the Board takes to orient new Board members, and describe any measures to provide continuing education for directors.	The Corporate Governance Committee is responsible for overseeing the Corporation’s orientation and continuing education for new directors. The Corporation provides orientation and continuing education sessions for new directors that focus on key strategic objectives, financial reporting, human resources, including the roles, responsibilities and liabilities of directors. Presentations on the business of the Corporation are made by management at each Board meeting. As well, directors have access to the Corporation’s legal counsel for all matters relating to their responsibilities as directors.
3. Ethical Business Conduct
Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct.	The Board has adopted an internal confidentiality and disclosure policy, a securities trading policy and a whistleblower policy. The Board, through its Audit and Corporate Governance Committees, is responsible for periodically reviewing the various corporate governance policies and management's compliance with them. The policies are available upon request from the Corporate Secretary. In accordance with applicable law, in the event of a conflict of interest,a director is required to disclose

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
	his or her interest and abstain from voting on the matter. In practice, the Board asks each director to disclose any direct or indirect interest in an organization, company or association that could place him or her in a conflict of interest situation. In the event of discussions or decisions to be made regarding an organization, business or association in which a director has an interest, the Board would ask that director not to participate in such discussions or decision making.
4. Nomination of Directors
Disclose what steps, if any, are taken to identify new candidates for Board nomination, including: (i) who identifies new candidates;	The Corporate Governance Committee is responsible for receiving and reviewing nominations and recommending either the hiring of executive officers or the appointment or election of directors of the Corporation.
(ii) the process of identifying new candidates.	The Corporate Governance Committee has the responsibility of recommending to the Board adequate procedures for the selection of new directors and to periodically review the criteria adopted by the Board. It also has the responsibility of recommending to the Board candidates who are deemed competent and capable of becoming members of the Board, in accordance with the criteria of the new directors adopted from time to time by the Board and established according to the Charter of the Corporate Governance Committee. In addition to receiving and to reviewing the applications of candidates and recommend the hiring, the Corporate Governance Committee considers and approves the requests to hire special counsels, recommends the opportunity to create new functions in the Corporation, analyses the needs of the Board if there are any vacancies and recommends the dismissal of a director or a member of the Executive Management, if necessary.
5. Diversity
	The Board has not adopted a formal policy on term limits for directors or other mechanisms for Board

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
	renewal, as it has not considered such mechanisms to be appropriate given the size and stage of development of the Corporation. The Board is of the view that term limits may result in a loss of beneficial contributions by directors and may be detrimental to the Corporation. The Board has not adopted a formal policy with respect to the nomination and appointment of directors or executive officers who are women, Aboriginal Peoples, persons with disabilities and members of visible minorities (collectively, the “Designated Groups”). The Board recognizes the benefits of diversity on its Board, at the senior management level and at all levels of the organization, but does not believe that the adoption of a formal policy would further increase the representation of the Designated Groups compared to the current recruitment and selection process. The Board has not established formal representation goals for designated group members on the Board or in senior management positions. The Corporation assesses the skills, abilities, experience and other necessary qualifications of each candidate as a whole, and representation of the designated groups is one of many factors considered in the recruitment and selection of candidates for the Board or senior management positions. Currently, one member of the Board (20%) and two members of the senior management team (67%) of the Corporation are women, and therefore part of a designated group.
6. Compensation
Disclose what steps, if any, are taken to determine compensation for the directors and Chief Executive Officer, including: (i) who determines the compensation; and (ii) the process of determining compensation.	The Corporation’s compensation program concerning directors and executive management is the responsibility of the Corporate Governance Committee. The Committee also approves the recruiting as well as the levels of compensation of all the members of Executive Management and shares its decisions in this respect with the Board.

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
	The Corporate Governance Committee has the responsibility to periodically review the compensation of executive management. The Corporate Governance Committee is responsible for periodically reviewing and evaluating the performance and contribution of all directors and the effectiveness of the Board as a whole; and, annually reviewing the compensation of the directors in their capacity as directors and make recommendations to the Board. The Corporate Governance Committee has namely the responsibility of examining and approving the goals and objectives of the Corporation relating to the compensation of the President and Chief Executive Officer, to evaluate the performance of the President and Chief Executive Officer with respect to these goals and objectives, to account for the results of such an evaluation of the Board and to recommend to the Board the level of remuneration of the President and Chief Executive Officer according to this evaluation.
7. Other Board Committees
If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Board has created the Corporate Governance Committee. The Corporate Governance Committee assists the Board within the exercise of its functions, supervises the Executive Management of the Corporation in order to improve the value of the securities of the Corporation in the long-run for the shareholders, guides the Board with respect to the policies and decisions regarding corporate governance, as well as the appointment and remuneration of both executive management and directors of the Corporation and its subsidiaries. The Corporate Governance Committee is currently composed of three (3) directors, namely Sylvain Aird, Henri Harland and Daniel Perry, all of whom, with the exception of Henri Harland, are “independent” within the meaningof the regulations

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
	of the Authorities’ Governance Disclosure Regulation.
8. Assessments
Disclose what steps, if any, the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively.	The Board has an informal process for assessing its effectiveness and that of its committees. The Chairman of the Board bears this responsibility along with the President of the Corporate Governance Committee. On an annual basis, each director and Corporate Governance Committee member evaluates the performance of the Board or Corporate Governance Committee of which he is a member, taking into account various criteria, namely the composition, functioning, responsibilities, surveillance activities and efficiency of the Board or Corporate Governance Committee, as well as the comprehension of the business and the remuneration of its members. The observations of each member are informally submitted to the Chairman of the Board or Corporate Governance Committee. They are discussed within the Corporate Governance Committee and are then presented to the Chairman of the Board.
9. Audit Committee Charter
	The charter of the Audit Committee is attached as Schedule B hereto.
10. Composition of the Audit Committee
	The Audit Committee is composed of three (3) directors, namely Sylvain Aird, Henri Harland and Daniel Perry. The Board has determined that all members of the Audit Committee are “independent” within the meaning of the rules of the authorities on Audit Committees, with the exception of Henri Harland. They are all financially literate within the meaning of_Regulation 52-110 respecting Audit_ Committees(“Regulation 52-110”).

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
11. Relevant training and experience
	All members of the Audit Committee have acquired relevant experience through their work, education and other positions as directors and as members of senior management of various companies, all as more fully described in the “Election of Directors” section of this Circular.
12. Supervision of the Audit Committee
	There has been no recommendation of the Audit Committee regarding the appointment or remuneration of the external auditor that has not been adopted by the Board of Directors at any time during the last two financial years of the Corporation.
13. Prior Approval Policies and Procedures
	The Audit Committee has not adopted specific policies and procedures for the award of contracts for non-audit services. Nevertheless, the Audit Committee Charter, attached as Appendix B, provides that the Audit Committee is responsible for: (a) recommending to the Board of Directors the appointment of external auditors, taking into account their independence and effectiveness, and approving their compensation, salaries and other benefits to be paid; (b) periodically reviewing and discussing with the external auditors any relationship they have with the Corporation to assess their independence and objectivity (c) consulting, at least annually, with the Corporation’s external auditors, without the presence of senior management, to discuss the Corporation’s internal control systems and other matters of interest; (d) requiring the external auditors to make a declaration of independence at the time of

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AUTHORITY GUIDELINES	CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION
	issuance of their annual report and prior to each engagement (e) evaluating the performance of the external auditors and proposing their replacement if the Audit Committee deems it advisable (f) reviewing and approving the hiring policies with respect to partners and employees, past or present, of the issuer's external auditor, such auditor and its predecessor (g) establishing procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters (h) establishing procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; (i) reviewing the Corporation’s annual and interim financial statements and any reports or other financial information that must be disclosed in accordance with disclosure requirements of applicable authorities or the Corporation’s disclosure policy; and (j) the Audit Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from its financial statements, other than the information referred to in the preceding paragraph, and shall periodically assess the adequacy of those procedures.
14. Use of certain exemptions
	Since its last two fiscal years, the Corporation has not availed itself of any of the following exemptions from Regulation 52-110: (a) exemptions from section 2.4 (De Minimis Non-Audit Services); (b) exemptions fromparagraphs(4), (5)or(6)of section

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CORPORATE GOVERNANCE AUTHORITY GUIDELINES PRACTICES OF THE CORPORATION 6.1.1 (Composition of Audit Committee); or (c) an exemption, in whole or in part, under part 8 of Regulation 52-110 (Exemptions).

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SCHEDULE B

AUDIT COMMITTEE CHARTER

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GEEKCO TECHNOLOGIES CORPORATION/ CORPORATION GEEKCO TECHNOLOGIES

(the “ Corporation ”)

ORGANIZATIONAL CHARTER

1. General Objectives

In accordance with its functions, the audit committee (hereinafter referred to as the “ Audit Committee ”), must encourage the continuous improvement and to see compliance with guidelines, procedures and financial practices of the Corporation and its subsidiaries.

The primary and principal roles of the Audit Committee include acting as an independent and objective party so as to: (i) ensure an adequate financial reporting process of the Corporation as well as its internal control procedures; (ii) ensure an adequate reporting process of the Corporation’s external auditors; (iii) provide better communication between the Corporation’s external auditors and executive management (hereinafter referred to as “ Executive Management ”) and the board of directors (hereinafter referred to as the “ Board of Directors ”); and (iv) insure that the Corporation adopts appropriate disclosure and financial management policies.

The Audit Committee will act as to accomplish its responsibilities by executing the tasks enumerated in section 4.

2. Composition

The Audit Committee shall be composed of a minimum of three (3) directors of the Corporation of which a majority of members will be independent pursuant to Regulation 52-110.

Even if it is an asset for an efficient and balanced Audit Committee to have diversification in competence and experience among its members, all members shall have basic knowledge of financial matters and at least one member of the Audit Committee shall have specialized knowledge in accounting or financial management.

The expression “basic knowledge of financial matters” shall mean the ability to read and understand basic financial statements, notably a balance sheet, a statement of earnings and a cash flows statement, as well as the ability to raise questions about the Corporation’s accounting and financial risks.

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A member will be deemed to have “specialized knowledge” if he has professional experience in finance or accounting, a professional accreditation in that field or another experience or background that made him develop specialized knowledge in financial matters.

Members of the Committee will be appointed by the Board of Directors and will hold their function until the next meeting of the Board of Directors following the general meeting of shareholders or until the their successors are duly appointed. Unless the President of the Audit Committee is appointed by all the members of the Board of Directors, members of the Committee will be entitled to appoint a President by way of a majority vote in the presence of all the members of the Audit Committee.

3. Organization

Except as specifically provided herein, or adopted from time to time, the by-laws of the Corporation shall govern the meetings of the Audit Committee. In particular, it is agreed that the Audit Committee shall meet at least four (4) times per year or more if justified by the circumstances. In order to foster open and straightforward communications between key players, the Audit Committee shall meet, at least annually, with Executive Management and the external auditors of the Corporation. These meetings shall be held distinctively and privately in order to discuss any matter that the Audit Committee or each of these groups will consider important or useful.

4. Responsibilities and Duties

In order to satisfy its duties and roles, the Audit Committee shall namely:

External Auditors

• 4.1. Recommend the appointment of the external auditors to the Board of Directors, who will consider their independence and performance and approve their remuneration, treatment and other compensation to be paid;

• 4.2. Review and discuss periodically with the external auditors the relationship between the Corporation and the external auditors in order to analyze the independence and objectivity of the external auditors;

• 4.3. Consult at least annually the external auditors, without the attendance of the Executive Management, in order to discuss the internal audit control process;

• 4.4. Require from the external auditors a declaration of independence while filing the annual report and preceding each mandate granted;

• 4.5. Evaluate the performance of the external auditors and recommend their replacement if the Audit Committee believe it advisable;

• 4.6. For the duration of the annual financial statements review process and before their filing, review independently with the Executive Management and the external auditors any important difficulties incurred during the review process, including any restrictions on the work load completed or the access to required information;

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• 4.7. Resolve any important disagreements between the Executive Management and the external auditors regarding financial statements; and

• 4.8. Review and approve the hiring policies regarding partners, employees and former partners and employees of the present and former external auditor its predecessor.

Financial Reporting and Disclosure of Documents

• 4.9. Review the integrity of the financial disclosure process in consultation with the external auditors and the Executive Management of the Corporation;

• 4.10. Discuss the quality of the accounting principles with the external auditors of the Corporation, including accuracy of the financial information disclosure, highly judgmental areas such as reserves or estimates and the application of accounting principles by Executive Management;

• 4.11. In case of changes to accounting principles adopted by the Corporation as suggested by the Executive Management and endorsed by the external auditors, review and submit these changes for approval to the Board;

• 4.12. Review the annual and the quarterly financial statements and the related report or any other financial information to be disclosed in compliance with the disclosure rules enacted by the competent authorities or the disclosure policy of the Corporation;

• 4.13. Ensure that adequate procedures are in place for the review of the public disclosure of financial information extracted or derived from the financial statements and periodically review those procedures;

• 4.14. Review any certificate, report, opinion, letter or correspondence sent by the external auditors of the Corporation and, if applicable, any answers from the Executive Management to the said correspondence;

• 4.15. Review annually the mandates of the Audit Committee and recommend to the Board of Directors modifications to the mandates if thought necessary;

• 4.16. Prepare and recommend annually to the Board of Directors a “Summary of the Audit Committee Practices” to be included in the annual report or in the management proxy circular; and

• 4.17. Review and update, if applicable, this Charter periodically, at least annually.

Disclosure Policy and other

• 4.18. See to the establishment and respect by the Corporation’s Executive Management of the disclosure policy regarding; i) financial information; ii) operations, activities, facts or events having a material effect on the Corporation’s financial condition;

• 4.19. Ensure that the Executive Management acts in compliance with the Corporation’s disclosure policy; and

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• 4.20. Establish procedures that ensure the confidential receipt, filing and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters. To maintain a process permitting the confidential, anonymous submission of information by employees regarding questionable accounting or auditing practices.

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