Ginger Beef Corporation — Proxy Solicitation & Information Statement 2020

Jun 10, 2020

GINGER BEEF CORPORATION ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS JULY 16, 2020

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

The information contained in this circular is furnished in connection with the solicitation by management of GINGER BEEF CORPORATION (the “ Corporation ”) of proxies to be used at the Annual and Special Meeting of the Shareholders of the Corporation (the “ Meeting ”) to be held on Thursday, the 16[th] day of July, 2020 at 10:00 o'clock in the forenoon (Calgary time) at the place and for the purposes set forth in the accompanying Notice of Annual and Special Meeting (“ Notice of Meeting ”) and at any adjournment thereof. The information contained in this Management Information Circular is given as at June 2, 2020, unless otherwise stated.

In view of the COVID-19 outbreak, and in order to mitigate risks to the health and safety of shareholders, management, and the community at large, the Corporation, in accordance with current public health guidelines, discourages Shareholders from physically attending the Meeting and asks that all Shareholders vote by proxy or voting instruction form prior to the Meeting. The number of people permitted to attend the Meeting will be subject to and limited by applicable health and safety requirements in effect at the time of the Meeting. Access to the Meeting will be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting.

The solicitation of proxies is made on behalf of the management of the Corporation. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and this Management Information Circular will be borne by the Corporation. In addition to the use of mails, proxies may be solicited personally or by telephone by directors, officers and employees of the Corporation, who will not be remunerated therefor. The cost of the solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

A Shareholder has the right to appoint a person or company (who need not be a shareholder) to represent him at the Meeting other than the persons designated in the enclosed proxy form and may do so either by inserting the name of his chosen nominee in the space provided for that purpose on the form and striking out the other names on the form, or by completing another proper form of proxy. In any case, the form of proxy should be dated and executed by the shareholder or his attorney authorized in writing, or if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

To be effective, the proxy must be mailed so as to reach or be deposited with Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or sent by fax to Computershare Trust Company of Canada, Proxy Department at 1-866-249-7775 within North America or (416) 263-9524 outside North America, or voted by telephone or the Internet pursuant to instructions provided with the form of proxy

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accompanying this Management Information Circular, in each case by not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the holding of the Meeting or any adjournment thereof.

In addition to revocation in any other manner permitted by law, a shareholder who has given a proxy may revoke it, any time before it is exercised, by instrument in writing executed by the shareholder or by his attorney authorized in writing and deposited either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the chairman of such meeting on the day of the Meeting, or any adjournment thereof.

VOTING OF PROXIES

All of the persons named in the enclosed form of proxy, who are officers and directors of the Corporation, have indicated their willingness to represent as proxy the shareholder who appoints them. Each shareholder may instruct his proxy how to vote his shares by completing the blanks on the proxy form.

Unless otherwise instructed in the proxy form, the proxy will be voted in favour of the resolution fixing the number of directors to be elected at the Meeting, in respect of the election of directors and the appointment of auditors, and in favour of any other proposed resolution as set forth under “Particulars of Matters to Be Acted Upon.”

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments and variations to matters identified in the Notice of Meeting and with respect to any other matters which may properly come before the Meeting. Management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS

The Corporation is not using “notice-and-access” (as defined in National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”)) to send their proxy-related materials to the shareholders of the Corporation.

Only registered shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting; however, in many cases, Common Shares of the Corporation beneficially owned by a person are registered either: (i) in the name of an intermediary (an “ Intermediary ”) (which may include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans); or (ii) in the name of a clearing agency, which in Canada, in the vast majority of cases, is CDS & Co. (the registration name for The Canadian Depository for Securities).

Shareholders who hold their Common Shares of the Corporation through an Intermediary are referred to herein as Beneficial Owners .

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Under NI 54-101, Beneficial Owners are either:

• (i) “non-objecting beneficial owners” or “ NOBOs ”, who are Beneficial Owners who do not object to the disclosure by the Intermediary of ownership information about the Beneficial Owner; or

• (ii) “objecting beneficial owners” or “ OBOs ”, who are Beneficial Owners who object to the disclosure by the Intermediary of ownership information about the Beneficial Owner.

The Corporation is sending the Meeting materials (including the Notice of Meeting, this Management Information Circular and proxy-related materials) directly to NOBOs and has appointed Computershare Trust Company of Canada (the “ Agent ”) as its agent for this purpose.

Included in the Meeting materials is a voting instruction form (“ VIF ”) sent by the Agent which requests instructions from the Beneficial Owner regarding voting of Common Shares to be voted at the Meeting. In the case of NOBOs resident in foreign jurisdictions, an Intermediary VIF, referred to below, is sent on behalf of the Intermediary holding the Common Shares on behalf of the Beneficial Owner.

Beneficial Owners are requested to complete and return the VIF at the address set forth in the VIF. Alternatively, Beneficial Owners can vote on the Internet or by toll free telephone, by following the instructions in the VIF.

The following disclosure is made pursuant to NI 54-101: “These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a nonregistered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.”

If the Beneficial Owner is an OBO or a NOBO resident in a foreign jurisdiction, included in the Meeting materials is a voting information form (“ Intermediary VIF ”) sent on behalf of the Intermediary holding the Common Shares on behalf of the Beneficial Owner. The Intermediary VIF requests instructions from the Beneficial Owner regarding voting of Common Shares to be voted at the Meeting. Beneficial Owners are requested to complete and return the Intermediary VIF at the address set forth in the Intermediary VIF. Alternatively, Beneficial Owners can vote on the Internet or by toll free telephone, by following the instructions in the Intermediary VIF.

The Corporation intends to pay for Intermediaries to forward to OBOs the proxy-related materials and the Intermediary VIF.

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If the Beneficial Owner wishes to attend the Meeting and vote in person, or if the Beneficial Owner wishes to appoint another person to attend the Meeting and vote on behalf of the Beneficial Owner, the Beneficial Owner must insert the name of the Beneficial Owner or other person in the space provided in the VIF or the Intermediary VIF, as applicable, sign and date same, and mail same at the address set forth in the VIF or the Intermediary VIF. Alternatively, the Beneficial Owner or other person may be designated on the Internet by following the instructions in the VIF or the Intermediary VIF, as applicable. Unless prohibited by law, the person whose name is written in the space provided in the VIF or the Intermediary VIF will have full authority to present matters to the Meeting and, provided that the voting section of the VIF or Intermediary VIF is not filled in, vote on all matters that are presented at the Meeting, even if those matters are not set out in the VIF or the Intermediary VIF or this Management Information Circular. The Beneficial Owner should consult a legal advisor if the Beneficial Owner wishes to modify the authority of that person in any way.

All references to shareholders in this Management Information Circular and the accompanying form of proxy and Notice of Meeting are to shareholders of record unless specifically stated otherwise. Where documents are stated to be available for review or inspection, such items will be shown upon request to registered shareholders who produce proof of their identity.

VOTING SHARES

The Corporation’s issued and outstanding voting shares consist of 13,361,997 Common Shares. Holders of Common Shares are entitled to one vote at the Meeting for each Common Share held.

The directors have fixed the close of business on June 2, 2020 as the record date for the Meeting. Only shareholders of record as at the close of business on June 2, 2020 are entitled to receive notice of and to attend and vote at the Meeting except that a transferee of shares acquired after that date shall be entitled to vote at the Meeting if such transferee produces properly endorsed certificates for such shares or otherwise establishes ownership of such shares and has demanded not later than 10 days before the Meeting that the name of such transferee be included in the list of shareholders entitled to vote at the Meeting.

QUORUM

The holder or holders of fifteen (15%) percent of the shares entitled to vote at the Meeting, present in person or represented by proxy, constitute a quorum, irrespective of the number of persons actually present at the Meeting.

PRINCIPAL SHAREHOLDERS

To the knowledge of the directors and executive officers of the Corporation, the following are the only persons or companies who beneficially own, or control or direct, directly or indirectly voting securities carrying 10% or more of the voting rights attached to all outstanding voting securities of the Corporation:

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Name of Shareholder Stanley Leung James Leung	Type of Ownership Direct Indirect(1) Indirect(2) Direct Indirect(3) Indirect(4) Indirect(5)	Number of Common Shares 7,596,800 622,439 18,126 1,018,500 493,000 425,000 23,954	Percentage of Common Shares 56.85% 4.66% 0.14% 7.62% 3.69% 3.18% 0.18%

Notes:

(1) These shares are owned by 360181 Alberta Ltd., a corporation controlled by Stanley Leung. (2) These shares are owned by Leung’s Enterprises Ltd., a corporation controlled by Stanley Leung. (3) These shares are indirectly owned by James Leung through his RRSP. (4) These shares, over which James Leung exercises control or direction, are owned by Debra Leung, the spouse of James Leung.

(5) These shares are owned by Burger Burger Ltd., a corporation controlled by James Leung.

EXECUTIVE COMPENSATION

The following disclosure of compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each Named Executive Officer and director is made in accordance with the requirements of National Instrument 51-102. Disclosure is required to be made in relation to each Named Executive Officer, being individuals who served as the Corporation’s Chief Executive Officer, Chief Financial Officer, and each of the three most highly compensated executive officers of the Corporation, including any of its Subsidiaries, other than the Chief Executive Officer and Chief Financial Officer whose total compensation at the end of the most recently completed financial year was more than $150,000. The Chief Executive Officer and the Chief Financial Officer of the Corporation are the Corporation’s only Named Executive Officers.

The board of directors of the Corporation is responsible for approving compensation, including long-term incentives in the form of stock options, to be granted to the Chief Executive Officer, the Chief Financial Officer and the directors. The board of directors determines compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and officers while taking into account the financial and other resources of the Corporation.

The board of directors does not specifically consider the implications of the “risks” associated with the Corporation’s compensation policies and practices because the types of compensation are relatively simple and do not generally create “risks” in and of themselves.

The Corporation does not prohibit any Named Executive Officer or director from purchasing financial instruments including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director.

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SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, to each Named Executive Officer for the financial years ended December 31, 2019, 2018, and 2017.

Name and principal position	Year	Salary ($)	Share- based ($)	Option- based awards ($)	Non-equity incentive **plan compensation **	Non-equity incentive **plan compensation **	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans ($)	Long-term incentive plans ($)
Stanley Leung Chief Executive Officer	2019 2018 2017	93,000 93,000 116,250	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	124,800(i) 60,000(i) 120,000(i)	217,800 153,000 236,250
James Leung Chief Financial Officer	2019 2018 2017	79,200 79,200 99,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	100,800(i) 60,000(i) 120,000(i)	180,000 139,200 219,000

Notes:

(i) Represents a bonus.

INCENTIVE PLAN AWARDS

Outstanding share-based awards and option-based awards

There were no outstanding option-based awards or share-based awards outstanding at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, for each Named Executive Officer or director of the Corporation.

Incentive plan awards – value vested or earned during the year

There were no incentive plan awards (including option-based awards and share-based awards) value vested, or non-equity incentive plan compensation value earned, during the most recently completed financial year for any Named Executive Officer or director of the Corporation.

Narrative Description of Option-based and Share-based plans

The Corporation maintains a stock option plan (the “ Stock Option Plan ”).

Pursuant to the Stock Option Plan, the board of directors of the Corporation may allocate nontransferable options to purchase Common Shares of the Corporation to directors and senior officers of the Corporation, employees of companies providing management services to the Corporation, and employees of, and consultants to, the Corporation and its subsidiaries. Under the Stock Option Plan, the aggregate number of Common Shares to be delivered upon the exercise of all options granted under the Stock Option Plan shall not exceed 10% of the issued Common Shares of the Corporation at the time of granting the options; unless the Corporation is a Tier 1 Issuer and has obtained disinterested shareholder approval as provided for in the policies of the TSX Venture Exchange (the “ Exchange Policies ”), no individual shall, during any 12

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month period, be granted an option which exceeds 5% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option; no consultant to the Corporation shall, during any 12 month period, be granted an option which exceeds 2% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option; no employee conducting investor relations activities for the Corporation shall, during any 12 month period, be granted an option which exceeds 2% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option; and the exercise price can only be at such price permitted by Exchange Policies. Options under the Stock Option Plan are non-assignable (except in the event of death) and may be exercisable for a term of up to five years if the Corporation is classified as a Tier 2 Issuer by the Exchange or ten years if the Corporation is classified as a Tier 1 Issuer by the Exchange. Options granted under the Stock Option Plan terminate within 90 days in the event that such optionee ceases to be a director, senior officer, employee of a company providing management services to the Corporation, or employee of, or consultant to, the Corporation or its Affiliate, or within one year after the death of such optionee. Options granted under the Stock Option Plan terminate within 30 days in the event that an optionee ceases to provide investor relations activities. The Board of Directors may, at its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

A New Stock Option Plan is proposed. See “ Particulars of Matters to be Acted Upon – Approval of New Stock Option Plan ”.

TERMINATION AND CHANGE OF CONTROL BENEFITS

There is no contract, agreement, plan or arrangement between the Corporation and any Named Executive Officer of the Corporation that provides for payments to a Named Executive Officer at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in the Named Executive Officer’s responsibilities.

DIRECTOR COMPENSATION

Director compensation table

There was no compensation (including fees, share-based awards, option-based awards, nonequity incentive plan compensation, pension value or other compensation) provided to the directors of the Corporation for the most recently completed financial year.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information with respect to securities to be issued upon the exercise of outstanding options, warrants and rights granted pursuant to equity compensation plans of the Corporation as at the financial year ended December 31, 2019:

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders	Nil	n/a	1,336,199
Equity compensation plans not approved by securityholders	n/a	n/a	n/a
Total	Nil		1,336,199

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer, employee or former director, executive officer or employee of the Corporation or its subsidiaries, or any proposed nominee for election as a Director of the Corporation, nor any associate of any such director, executive officer or proposed nominee, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation or its subsidiaries nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

The Corporation has not entered into an agreement or arrangement under which management functions of the Corporation or any of its subsidiaries are to any substantial degree to be performed by a person or company other than by the directors or senior officers of the Corporation or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Corporation is not aware of any material interests, direct or indirect, of any “informed person” (as defined in National Instrument 51-102) of the Corporation, any proposed director of the Corporation, or any associate or affiliate of any informed person or proposed director of the Corporation in any transaction since the commencement of the last completed financial year of the Corporation, or in any proposed transaction, which has materially affected or will materially affect the Corporation or any of its subsidiaries.

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

Management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer since the beginning of the Corporation’s last financial year, of any proposed nominee for election as a director, or of any associate or affiliate of such director, executive officer or proposed nominee in any matter to be acted upon, other than the approval of the Stock Option Plan.

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CORPORATE GOVERNANCE

National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices , sets out a series of guidelines for effective corporate governance. The Corporation has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Corporation’s practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. National Instrument 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Board of Directors

The Board consists of five directors (Stanley Leung, James Leung, Wai Ping Wong, Chi Him Kan and Gilbert Leung), two of whom are independent based upon the tests for independence set forth in National Instrument 52-110. Wai Ping Wong and Chi Him Kan are independent. Stanley Leung is not independent as he is the President and Chief Executive Officer of the Corporation; James Leung is not independent as he is the Secretary and Chief Financial Officer of the Corporation; and Gilbert Leung is not independent as he is a senior executive of Ginger Beef Choice Ltd., a subsidiary of the Corporation.

The independent directors have full access to management. The independent directors are able to meet at any time without any members of management including the non-independent directors being present. The independent directors are also on the Audit Committee and are able to meet with the Corporation’s auditors without management or the non-independent member of the Audit Committee being in attendance.

Directorship

No directors of the Corporation are directors of other reporting issuers or the equivalent

Orientation and Continuing Education

The Board has not developed an official orientation or training program for new Board members. As required, new directors have the opportunity to become familiar with the Corporation by meeting with the other directors and with officers and employees. Orientation activities are tailored to the particular needs and experience of each director and the overall needs of the Board. Board members are encouraged to communicate with management and auditors and technical consultants if required. They are expected to keep themselves current with industry trends and developments and changes in legislation with management’s assistance. Board members have full access to the Corporation’s records.

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Ethical Business Conduct

The Board has not adopted a written code of conduct for directors, officers and employees.

The Audit Committee has adopted a Whistle Blower Policy which establishes a procedure for any person to report any serious concern regarding business ethics related to the Corporation as well as any serious concern regarding a questionable accounting, internal accounting controls or auditing matter.

The Board has found that the fiduciary duties placed on individual directors and officers by the Corporation’s governing corporate legislation and on the individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates in the best interests of the Corporation.

Nomination of Directors

The Board has not appointed a nominating committee because the Board fulfills these functions. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

Compensation of Directors, the Chief Executive Officer and Chief Financial Officer

The Board is responsible for approving compensation, including long-term incentives in the form of stock options, to be granted to the Chief Executive Officer, the Chief Financial Officer and the directors. The Board determines compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and officers while taking into account the financial and other resources of the Corporation.

Board Committees

The Corporation does not have any committees in addition to the Audit Committee.

Assessments

Based upon the Corporation’s size, its current state of development and the number of individuals on the Board, the Board considers a formal process for assessing regularly the effectiveness and contribution of the Board, as a whole, its committees or individual directors to be unnecessary at this time. The Board plans to continue evaluating its own effectiveness on an ad hoc basis.

AUDIT COMMITTEE

Audit Committee Charter

The charter of the Audit Committee provides that the Audit Committee shall recommend to the board of directors the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the issuer; recommend to the board of directors the compensation of the external auditor; assume direct responsibility for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an

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auditor’s report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting; pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditor; review the Corporation’s financial statements, Management Discussion & Analysis and annual and interim earnings press releases before the Corporation publicly discloses this information; be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the disclosure stated immediately above and periodically assess the adequacy of those procedures; establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters, and for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation.

Composition of Audit Committee

The Audit Committee is composed of three directors, James Leung, Wai Ping Wong and Chi Him Kan. All of the members of the Audit Committee are “financially literate” within the meaning of National Instrument 52-110. James Leung is financially literate by virtue of his ownership of various private companies. Wai Ping Wong is financially literate by virtue of, by occupation, being a foreign currency trader. Chi Him Kan is financially literate by virtue of his part ownership of a company that operates a restaurant. Two of the members of the Audit Committee, Wai Ping Wong and Chi Him Kan, are “independent” within the meaning of National Instrument 52-110. The Corporation is a “venture issuer” as defined in National Instrument 52-110 and as such is relying on the exemption from the requirement that all members of the audit committee be independent.

COMPENSATION OF AUDITORS

Audit Fees

The aggregate fees billed for audit fees by BDO Canada LLP, the Corporation’s auditor was $27,500 for the fiscal year ended December 31, 2019 and was $27,500 for the fiscal year ended December 31, 2018.

Audit Related Fees

The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under “Audit Fees” above by BDO Canada LLP, the Corporation’s auditor, was $3,500 for the fiscal year ended December 31, 2019 and was $6,196 for the fiscal year ended December 31, 2018.

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Tax Fees

The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning by BDO Canada LLP, the Corporation’s auditors, was $nil for the fiscal year ended December 31, 2019 and was $nil for the fiscal year ended December 31, 2018.

All Other Fees

The aggregate fees billed for products and services provided, other than the services reported in “Audit Fees”, “Audit Related Fees”, and “Tax Fees”, referred to above, to the Corporation by BDO Canada LLP, the Corporation’s auditor, was $nil for the fiscal year ended December 31, 2019 and was $nil for the fiscal year ended December 31, 2018.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation’s directors, the only matters to be placed before the Meeting are those matters set forth in the accompanying Notice of Meeting, more particularly described as follows:

Financial Statements

At the Meeting, shareholders will receive and consider the audited financial statements of the Corporation for the financial year ended December 31, 2019, along with the auditor’s report thereon. No vote by the shareholders with respect thereto is required or proposed to be taken.

National Instrument 51-102, Continuous Disclosure Obligations, (the “ Instrument ”) provides that the Corporation is not required to send annual or interim financial statements to its registered shareholders, unless they request copies of same. However, the Business Corporations Act (Alberta) requires that annual financial statements be sent to each shareholder, unless waived in writing by the shareholder. The Instrument provides that shareholders will not receive interim financial statements and the management discussion and analysis for the interim financial statements unless requested.

With respect to beneficial shareholders, the Instrument provides that the Corporation is only required to send annual or interim financial statements and the related management discussion and analysis to its beneficial shareholders if they request copies of same.

Shareholders are encouraged to review and, if action is desired, send the enclosed return card to the Corporation at c/o 810, 734 – 7[th] Avenue S. W., Calgary, Alberta, T2P 3P8.

Fix Number of Directors to be Elected

The affairs of the Corporation are managed by a board of directors who are elected annually to hold office until the next annual meeting or until the director’s successor is elected or appointed.

The Articles of the Corporation provide that the board of directors shall consist of a minimum of one and a maximum of nine directors. The Corporation is a “distributing corporation” as defined

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in the Business Corporations Act (Alberta) and accordingly, must have a minimum of three directors. The Board currently consists of five members.

The shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt a resolution fixing the number of directors to be elected at the Meeting at five. In order to be effective, the resolution requires the approval of a majority of votes cast by shareholders who vote in respect of the resolution

Election of Directors

Hereinafter set forth are the names of the persons for whom it is intended that votes will be cast for their election as directors pursuant to the proxy solicited hereby unless the shareholder directs that his shares be withheld from voting in the election of directors. Management has been informed that each of the proposed nominees listed below is willing to serve as a director, if elected.

In the following table and notes thereto is stated the name of each person proposed by management for election as a director, the person’s province or state and country of residence, the person’s positions and offices with the Corporation, if any, the person’s principal occupation or employment, the person’s period or periods of service as a director of the Corporation and the number of Common Shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by the person as of the date hereof:

Name, Residence And Office	Director Since	Principal Occupation	Number of Common Shares as at the date hereof
Stanley Leung Alberta, Canada President and Chief Financial Officer	Sept. 13, 2002	President of the Corporation; President of 360181 Alberta Ltd.; President of Leung’s Enterprises Ltd.; President of Ginger Beef Express Ltd.; and President of Ginger Beef Choice Ltd.	622,439(1) 18,126(2) 7,596,800(3)
James Leung * Alberta, Canada	Sept. 13, 2002	Chief Financial Officer of the Corporation since August 22, 2013; Vice-President, Operations of Ginger Beef Choice Ltd.; and Director of Ginger Beef Peking House Restaurant Ltd.	1,018,500 493,000(4) 425,000(5) 23,954(6)
Wai Ping Wong * Hong Kong, China	June 15, 2005	Director of SB (Hong Kong) Holdings Limited	100,000
Chi Him Kan * Alberta, Canada	Sept. 9, 2013	Programmer Analyst; and part owner of 1662291 Alberta Ltd. which operates a restaurant	Nil
Gilbert Leung Alberta, Canada	Oct. 14, 2016	Senior executive with Ginger Beef Choice Ltd. since September, 2014; from September, 2008 to April, 2014, student at the University of Calgary	Nil

• Member of Audit Committee

Notes:

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• (1) These shares are owned by 360181 Alberta Ltd., a corporation controlled by Stanley Leung.

• (2) These shares are owned by Leung’s Enterprises Ltd., a corporation controlled by Stanley Leung.

• (3) Does not include 52,500 Common Shares owned by Kahcheng Chua, the spouse of Stanley Leung, over which shares Stanley Leung does not exercise direction or control.

• (4) These shares are indirectly owned by James Leung through his RRSP.

• (5) These shares, over which James Leung exercises control or direction, are owned by Debra Leung, the spouse of James Leung.

• (6) These shares are owned by Burger Burger Ltd., a corporation controlled by James Leung.

The directors will hold office until the close of the next annual general meeting of shareholders, unless such office is earlier vacated by the death or resignation of the director or by removal or disqualification in accordance with the Business Corporations Act (Alberta).

The information as to principal occupation and shares beneficially owned, or controlled or directed, directly or indirectly, not being within the knowledge of the Corporation, has been furnished by the respective nominee.

To the knowledge of management of the Corporation, no proposed director is, or within the ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that: (i) while that person was acting in that capacity was the subject of a cease trade order or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under Canadian securities legislation (any such order referred to as an “ Order ”), for a period of more than 30 consecutive days; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer, except that all of the proposed directors, except Chi Him Kan and Gilbert Leung, were directors, and Stanley Leung was Chief Executive Officer and James Leung was Chief Financial Officer on August 30, 2013, being the date that a management cease trade order was issued against Stanley Leung and James Leung for failure of the Corporation to file within the required deadline, interim financial statements, interim management’s discussion and analysis and certification of interim filings for the Corporation’s interim period ended June 30, 2013, which management cease trade order expired on October 1, 2013.

To the knowledge of management of the Corporation, no proposed director is or has been during the ten years prior to the date hereof, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of management of the Corporation, no proposed director, during the ten years prior to the date hereof, has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold assets of the proposed director.

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To the knowledge of the management of the Corporation, no proposed director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) 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.

Appointment and Remuneration of Auditors

It is intended to vote the proxy solicited hereby (unless the shareholder directs therein that his shares be withheld from voting in the appointment of auditors) to appoint the firm of BDO Canada LLP, Calgary, Alberta, as auditor of the Corporation to hold office until the next annual meeting of shareholders and to authorize the directors to fix their remuneration. BDO Canada LLP was appointed auditor effective September 1, 2018.

Approval of New Stock Option Plan

At the Meeting, shareholders of the Corporation will be asked to approve a new stock option plan (the “ New Option Plan ”). The full text of the New Option Plan is attached hereto as Exhibit “1”.

A summary of some of the main provisions in the New Option Plan which are not contained in the Corporation’s current Stock Option Plan, are as follows:

• (a) administration of the New Option Plan may be delegated by the board of directors to a committee of the board of directors or to the President or any other officer of the Corporation;

• (b) the condition that the Corporation must be a Tier 1 Issuer has been removed with regard to obtaining disinterested shareholder approval to allow an individual, during a 12 month period, to be granted an option which exceeds 5% of the issued Common Shares of the Corporation;

• (c) the maximum term of 5 years for an option if the Corporation is a Tier 2 Issuer has been removed, and, accordingly, the maximum term for all options is 10 years;

• (d) if the expiry date of an option falls within a blackout period, or within nine business days following the expiration of a blackout period, the expiry date of the option is automatically extended to the tenth business day after the end of the blackout period;

• (e) if all of the optionee’s positions with the Corporation or its subsidiaries terminate for any reason (other than for cause or death), the optionee will have a reasonable period, not to exceed 12 months (as fixed in the option agreement), within which to exercise the option, rather than the 90 day period, or the 30 day period for an optionee providing investor relations activities, as contained in the Corporation’s current Stock Option Plan; and

• (f) if an optionee’s position as a senior officer, Employee, or Consultant is terminated for cause, or if the optionee is removed as a director, all unexercised options shall forthwith cease and terminate.

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The New Option Plan will provide that the Board may allocate non-transferable options to purchase Common Shares of the Corporation to Employees, Directors and Consultants, as defined in the policies of the TSX Venture Exchange (the “ Exchange Policies ”) of the Corporation and its subsidiaries. Under the New Option Plan, the aggregate number of Common Shares to be delivered upon the exercise of all options granted under the New Option Plan shall not exceed 10% of the issued Common Shares of the Corporation at the time of granting the options; unless the Corporation has obtained disinterested shareholder approval as provided for in the Exchange Policies, no individual shall, during any 12 month period, be granted an option which exceeds 5% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option; no Consultant to the Corporation shall, during any 12 month period, be granted an option which exceeds 2% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option; no Employee conducting investor relations activities for the Corporation shall, during any 12 month period, be granted an option which exceeds 2% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option; and the exercise price can only be at such price permitted by the Exchange Policies. Options under the New Option Plan are non-assignable (except in the event of death) and may be exercisable for a term of up to ten years. If the expiry date of the option falls within a blackout period, or within nine business days following the expiration of a blackout period, the expiry date of the option is automatically extended to the tenth business day after the end of the blackout period. If an optionee ceases to be an Employee, Director or Consultant of the Corporation or its subsidiaries for any reason (other than for cause or other than for death), the option shall terminate within a reasonable period not to exceed 12 months (as fixed in the agreement evidencing the option) next succeeding the optionee ceasing to be in at least one of the foregoing categories. The option shall terminate immediately if the optionee’s position is terminated for cause or if the optionee is removed as a director. The option shall terminate within one year after the death of the optionee. The Board may, at its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

Set forth below is the resolution to be submitted to the shareholders in relation to approving the New Option Plan. The resolution must be passed by a majority of the votes cast by all shareholders excluding votes attaching to Common Shares of the Corporation beneficially owned by Insiders and their Associates (as those terms are defined in the Exchange Policies). The resolution is as follows:

“BE IT RESOLVED as a resolution of the shareholders of Ginger Beef Corporation that:

1. the new stock option plan of the Corporation, substantially in the form of the stock option plan attached as Exhibit “1” to the management information circular of the Corporation dated ●, 2020 is hereby authorized and approved; and

any director or officer of the Corporation be and is hereby authorized and directed to do such things and to execute and deliver all such instruments, deeds and documents, and any amendments thereto, as may be necessary or advisable in order to give effect to the foregoing resolution and to complete all transactions in connection therewith, including receiving approval of the TSX Venture Exchange.”

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Other Matters

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If other matters come before the Meeting it is the intention of the individuals named in the form of proxy to vote the same in accordance with their best judgment in such matters.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available through the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) through the Internet at www.sedar.com.

Financial information relating to the Corporation is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year and is available on SEDAR. A shareholder may contact the Corporation at 5521 – 3[rd] Street S. E., Calgary, Alberta, T2H 1K1; Telephone (403) 272-8088 to request copies of the Corporation’s most recent financial statements and management’s discussion and analysis.

Dated: June 2, 2020

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Exhibit “1”

GINGER BEEF CORPORATION STOCK OPTION PLAN

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of Ginger Beef Corporation (the “ Corporation ”) is to advance the interests of the Corporation and each subsidiary of the Corporation by encouraging the Employees, Directors and Consultants of the Corporation and its subsidiaries to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries.

2. Definitions

Unless otherwise defined in this Plan, all capitalized words shall have the meanings ascribed thereto in the policies of the TSX Venture Exchange Inc. (the “ Exchange ”), as such policies are from time to time amended or varied (the “ Policies ”).

3. Administration

The Plan shall be administered by the board of directors of the Corporation. A majority of the board of directors shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the board of directors shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the board of directors shall be binding and conclusive on the Optionees and on their legal personal representatives and beneficiaries.

Notwithstanding the foregoing or any other provision contained herein, the board of directors shall have the right to delegate the administration and operation of the Plan, in whole or in part, to a committee of the board of directors or to the President or any other officer of the Corporation. Whenever used herein, the term “board of directors” shall be deemed to include any committee or officer to which the board of directors has, fully or partially, delegated responsibility and/or authority relating to the Plan or the administration and operation of the Plan pursuant to this Section 3.

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Each option granted hereunder shall be evidenced by an agreement, signed on behalf of the Corporation and by the Optionee, in such form as the directors shall approve. Each such agreement shall recite that it is subject to the provisions of the Plan.

4. Shares Subject to Plan

Subject to adjustment as provided in Section 15 hereof, the shares to be offered under the Plan shall consist of shares of the Corporation's authorized but unissued common shares (the “ Shares ”). The aggregate number of Shares to be delivered upon the exercise of all options granted under the Plan shall not exceed 10% of the issued Shares of the Corporation as at the time of granting of options. If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the un-purchased Shares subject thereto shall again be available for the purpose of the Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. Eligibility and Participation

Directors, Employees and Consultants of the Corporation and its subsidiaries shall be eligible for selection to participate in the Plan. The board of directors shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted, and the number of Shares to be subject to each option. An Optionee may, if such Optionee is otherwise eligible, and if permitted under the Policies, be granted an additional option or options if the directors shall so determine.

For options granted to Employees, Consultants or Management Company Employees, the Corporation and the Optionee shall be responsible for ensuring and confirming that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

7. Exercise Price

The exercise price of the Shares covered by each option shall be determined by the directors. The exercise price shall be not less than the price permitted by the Policies.

8. Number of Optioned Shares

The number of Shares subject to an option to an Optionee shall be determined in the resolution of the board of directors, provided that:

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• (a) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, the aggregate number of options granted to any one Person (and Companies wholly owned by that Person) in a 12 month period shall not exceed 5% of the issued Shares of the Corporation, calculated on the date an option is granted to the Person;

• (b) the aggregate number of options granted to any one Consultant in a 12 month period shall not exceed 2% of the issued Shares of the Corporation, calculated at the date an option is granted to the Consultant;

• (c) the aggregate number of options granted to Persons retained to provide Investor Relations Activities must not exceed 2% of the issued Shares of the Corporation in any 12 month period, calculated at the date an option is granted to any such Person. In addition, options issued to Consultants retained to provide Investor Relations Activities must vest, unless otherwise accepted by the Exchange, in stages over 12 months with no more than ¼ of the options vesting in any three month period;

• (d) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, no option shall be granted to an Insider if such grant could result in the Insiders (as a group) being granted, within a 12 month period, options to purchase an aggregate number of Shares exceeding 10% of the issued Shares of the Corporation, calculated at the date an option is granted to an Insider; and

• (e) unless the Corporation has obtained disinterested shareholder approval as provided for in the Policies, the aggregate number of Shares reserved for issuance under options granted to Insiders (as a group) at any point in time shall not exceed 10% of the issued Shares of the Corporation.

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreements and shall be subject to earlier termination as provided in Sections 11, 12 and 15.

10. Option Period, Blackout Period, Consideration and Payment

• (a) The period within which such option shall be exercised (the “ Option Period ”) shall be a period of time fixed by the board of directors, not to exceed ten (10) years from the date the option is granted, provided that the Option Period shall be extended with respect to any option as provided in paragraph (b) and shall be reduced with respect to any option as provided in Sections 11, 12 and 15.

• (b) “ Blackout Period ” means the period during which an Optionee is prohibited from exercising an option due to trading restrictions imposed by the Corporation pursuant to the internal trading policies of the Corporation respecting restrictions on trading that is in effect at that time.

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If the expiry date of an option falls within a Blackout Period or within nine business days following the expiration of a Blackout Period, such expiry date of the option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Blackout Period, such tenth business day to be considered the expiry date for such option for all purposes under the Plan provided that:

• (i) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Corporation formally imposing a Blackout Period, the expiry date of any options will not be automatically extended in any circumstances;

• (ii) the Blackout Period must expire upon the general disclosure of the undisclosed Material Information and the expiry date of the option can be extended to no later than ten (10) business days after the expiry of the Blackout Period; and

• (iii) the automatic extension of an Optionee’s options will not be permitted where the Optionee or the Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation’s securities.

• (c) An option shall vest and may be exercised (in each case to the nearest full share) during the Option Period in such manner as the board of directors may fix by resolution. Options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period.

• (d) The exercise of any option shall be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque, bank draft, or such other form of payment as shall be accepted by the Corporation, for the full purchase price of such Shares with respect to which the option is exercised, plus the amount of any withholding tax which the Corporation is required to withhold and remit pursuant to applicable income tax legislation. No Optionee or his legal representatives, legatees or distributees shall be, or shall be deemed to be, a holder of any Shares subject to an option under the Plan, unless and until the certificates for such Shares are issued to him or them under the terms of the Plan.

11. Ceasing To Be a Director, Employee or Consultant

• (a) If an Optionee ceases to be a Director, Employee, or Consultant of the Corporation or any of its subsidiaries for any reason (other than for cause or other than for death), the Optionee may, but only within a reasonable period, not to exceed 12 months, (as fixed in the agreement evidencing the option) next succeeding the Optionee's ceasing to be in at least one of the foregoing categories, exercise the

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Optionee’s option to the extent that the Optionee was entitled to exercise such option at the date of such cessation.

• (b) If an Optionee’s position as a senior officer, Employee, Management Company Employee or Consultant is terminated (as the case may be by the Corporation or by one of its subsidiaries) for cause, each unexercised option held by such Optionee shall forthwith cease and terminate and be of no further force or effect whatsoever. If an Optionee is removed as a director of the Corporation or of any of its subsidiaries, each unexercised option held by such Optionee shall forthwith cease and terminate and be of no further force or effect whatsoever.

• (c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Optionee any right with respect to continuance as a Director, Employee, or Consultant of the Corporation or of any of its subsidiaries.

12. Death of Optionee

In the event of the death of an Optionee, the Optionee’s option shall be exercisable only within one year next succeeding such death and then only:

• (a) by the person or persons to whom the Optionee's rights under the option shall pass by the Optionee's will or the laws of descent and distribution; and

• (b) to the extent that the Optionee was entitled to exercise such option at the date of the Optionee’s death.

13. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued.

14. Proceeds from Sale of Shares

The proceeds from sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the board of directors may determine and direct.

15. Adjustments

In the event that the outstanding Shares of the Corporation are changed into or exchanged for a different number or kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in the capital stock of the Corporation, then each Optionee shall thereafter upon the exercise of the option granted to

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him, be entitled to receive, in lieu of the number of Shares to which the Optionee was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the Optionee would have been entitled to receive as a result of any such event if, on the effective date thereof, the Optionee had been the holder of the Shares to which he was theretofore entitled upon such exercise and the Optionee shall pay for such shares or other securities or property, the amount the Optionee would have paid if the Optionee had exercised the option prior to such effective date.

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares of the Corporation or any part thereof shall be made to all holders of Shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each Optionee, to require the exercise of the option granted within the thirty (30) day period next following the date of such notice and to determine that upon the expiry of such thirty (30) day period, all rights of the Optionee to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

16. Transferability

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

17. Amendment and Termination of Plan

The board of directors may, at any time, suspend or terminate the Plan. The board may also at any time amend or revise the terms of the Plan subject to the Policies and subject to prior Exchange acceptance; provided that no such amendment or revision shall alter the terms of any options theretofore granted under the Plan.

18. Reduction of Exercise Price

If the Corporation agrees to amend any option agreement by reduction of the exercise price of an option, and if the Optionee is an Insider at the time of the amendment, such amendment shall be subject to disinterested shareholder approval in accordance with the Policies.

19. Necessary Approvals

The obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Optionee for whatever reason, the obligation of the Corporation to issue

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such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Optionee.

20. Effective Date of Plan

The Plan has been adopted by the board of directors of the Corporation subject to the approval of the Exchange and, if so approved, the Plan shall become effective upon such approval being obtained, subject to disinterested shareholder approval being obtained in accordance with the Policies.

21. Interpretation

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

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