Global Hemp Group Inc.

==> picture [524 x 156] intentionally omitted <==

Annual General and Special Meeting of Shareholders to be held April 16, 2021

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

March 8, 2021

==> picture [206 x 62] intentionally omitted <==

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, APRIL 16, 2021

TO: The Shareholders of Global Hemp Group Inc.

NOTICE IS HEREBY GIVEN THAT the Annual and Special meeting (the “ Meeting ”) of the shareholders of Global Hemp Group Inc. (“ GLOBAL HEMP ”, “ GHG ” or the “ Company ”) will be held at #200 - 171 Water Street, Vancouver, B.C V6B 1A7 on Friday, April 16, 2021 at 1:00 P.M. (PDT) for the following purposes:

To receive the audited financial statements of the Company for the years ended September 30, 2019 and September 30, 2020 and the corresponding report of the auditor on those statements;
To fix the number of directors for the ensuing year at Four (4);
To elect the directors of the Company who will serve until the next annual meeting of Shareholders of the Company;
To appoint to appoint Dale Matheson Carr-Hilton Labonte LLP, as the auditor of the Company until the next annual meeting and to authorize the directors to fix their remuneration;
To consider and re-approve the Company’s stock option plan (the “Stock Option Plan”);
To transact such other business as may properly come before the Meeting or any adjournments thereof.

The specific details of the foregoing matters to be put before the meeting are set forth in the management information circular accompanying this notice of meeting (the “ Circular ”) .

Notice-and-Access

The Company has adopted the “notice-and-access” mechanism of delivering materials to both registered and nonregistered Shareholders in connection with the Meeting. As such, the Company has posted electronic copies of this notice of meeting, the Circular and the Company’ s annual financial statements for the financial year ended September 30, 2019 and September 30, 2020 and related management’s discussion and analysis (collectively, the “ Meeting Materials ”) on the Company’s website at www.globalhempgroup.com and on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com, instead of printing and mailing out paper copies, as permitted by Canadian securities regulators. Notice-and-access allows issuers to post electronic versions of proxy related materials online via SEDAR and one other website, rather than mailing paper copies of such materials to Shareholders. Shareholders with questions about notice-and-access can call the Company’s transfer agent, Odyssey Trust Company (Canada) (“ Odyssey ”), toll free at 1-888-290-1175 (1-587-885-0960 if outside Canada and the US).

How to Obtain Paper Copies of the Meeting Materials

All Shareholders may request that a paper copy of the Meeting Materials be sent to them at

Page 2 of 26

no cost. Prior to the Meeting, requests may be made by contacting Odyssey toll free at 1.888.290.1175 (1.587.885.0960 if outside Canada and the US). Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR. To obtain paper copies of the Meeting Materials after the Meeting, please contact the Company by calling 424-3542998, or sending an email to [email protected]. A paper copy of the Meeting Materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the Meeting. We estimate that your request for Meeting Materials will need to be received on or before April 2, 2021in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the Meeting.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice and the Circular is a Request for Financial Statements and form of proxy for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on March 2, 2021 will be entitled to receive notice of and vote at the Meeting.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company's employees, shareholders are strongly encouraged to vote on the matters before the Meeting by proxy BEFORE 1:00 p.m. (Vancouver time) on April 14, 2021, rather than attending the meeting in person. Accordingly, participants are encouraged to vote on the matters before the meeting by proxy and to join the annual meeting by teleconference. To listen to the meeting by teleconference, dial toll free at 1-888-272-2271, Access PIN Code: #24559.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the Information Circular and enclosed proxy (the “ Proxy ”) and then complete, sign, date and return the Proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarized certified copy to the Company’s registrar and transfer agent, Odyssey Trust Company, #350-409 Granville Street, United Kingdom Building, Vancouver, British Columbia, V6C 1T2 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment.

Failure to do so may result in your shares not being voted at the Meeting. As set out in the notes to the Proxy, the Proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed on it and inserting in the space provided the name of the person you wish to have represent you at the Meeting. Unregistered shareholders who received the Proxy through an intermediary must deliver the proxy in accordance with the instructions given by the intermediary.

DATED at Vancouver, British Columbia, this 8[th] day of March 2021.

“Curt Huber”

By: Curt Huber, President and CEO

Page 3 of 26

INFORMATION CIRCULAR

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of management for use at the annual general meeting of the shareholders of the Company that is to be held on Friday, April 16, 2021 at 1:00 P.M. PDT at Suite 200 - 171 Water Street, Vancouver, BC V6B 1A7. The information contained in this Information Circular, unless otherwise indicated, is as of March 8, 2021.

This Information Circular is being mailed by the management of the Company to everyone who was a shareholder of record of the Company on March 2, 2021 which is the date that has been fixed by the directors of the Company as the record date to determine the shareholders who are entitled to receive notice of the Meeting.

The solicitation of proxies will be primarily by mail. Certain employees or directors of the Company may also solicit proxies by telephone or in person. The majority of the costs of solicitation will be borne by the Company. No person has been authorized to give any information or to make any representation in connection with the Annual General Meeting other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and the shareholders of the Company are urged to consult their own professional advisers in connection therewith.

Under the Company’s Articles as amended, the quorum for the transaction of business at a meeting of shareholders is two or more shareholders who are present in person, or who are represented by proxy, shareholders who, in the aggregate, hold at least one-twentieth (1/20 or 5%) of the issued shares entitled to be voted at the meeting. If such a quorum is not present in person or by proxy, the Meeting will be rescheduled.

Notice-and-Access

How to Obtain Paper Copies of the Meeting Materials

All Shareholders may request that a paper copy of the Meeting Materials be sent to them at no cost. Prior to the Meeting, requests may be made by contacting Odyssey toll free at 1.888.290.1175 (1.587.885.0960 if outside Canada and the US). Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR. To obtain paper copies

Page 4 of 26

of the Meeting Materials after the Meeting, please contact the Company by calling 424-3542998, or sending an email to [email protected]. A paper copy of the Meeting Materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the Meeting. We estimate that your request for Meeting Materials will need to be received on or before April 2, 2021in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the Meeting.

PART 1 – VOTING

HOW A VOTE IS PASSED

All matters that will come to a vote at the Meeting, as described in the attached Notice of Meeting, are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favor, then the resolution is approved (an “ ordinary resolution ”) unless the motion requires a special resolution in which case 2/3 of the votes cast will be required (a “ special resolution ”).

WHO CAN VOTE?

If you are a registered shareholder of the Company as at March 2, 2021, you are entitled to notice of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating the officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxy holder to vote in accordance with your instructions (see “ VOTING BY PROXY ” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “ BENEFICIAL SHAREHOLDERS ”, below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, the Company invites you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by voting over the internet or via the telephone (see proxy for instructions) or by appointing someone who will be there to act as your proxy holder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.

WHAT IS A PROXY?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. A form of proxy is enclosed with this Information Circular. You should use it to appoint a proxy holder, although you can also use any other legal form of proxy.

In order to be valid, you must return the completed form of proxy to the Company’s transfer agent, Odyssey Trust Company, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof.

APPOINTING A PROXYHOLDER

You can choose any individual to be your proxy holder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxy holder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of

Page 5 of 26

proxy will be deemed to be appointed to act as your proxy holder. Such persons are directors and/or officers of the Company (the “Management Proxy holders”).

INSTRUCTING YOUR PROXY

You may indicate on your form of proxy how you wish your proxy holder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxy holder must vote your shares according to your instructions.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxy holder can vote your shares as he or she thinks fit.

At the time of printing this Information Circular, the management of the Company. is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

If you have appointed the Management Proxy holders as your proxy holder, they will, unless you give instructions to the contrary, vote your shares at the Meeting as follows:

FOR the approval of the financial statements for years ended September 30, 2019 and September 30, 2020;

FOR the election of the proposed nominees as directors and fix the number at Four (4);

FOR the appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as the auditor of the Company;

FOR the resolution to authorize the directors to fix the remuneration to be paid to the auditor;

FOR the re-approval of the Stock Option Plan, if thought fit; and

FOR any other matters that come before the Meeting.

REVOKING YOUR PROXY IF YOU CHANGE YOUR MIND

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by:

a) attending the Meeting and voting in person;
b) signing a proxy bearing a later date;
c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Company at #106 – 1169 Mt. Seymour Road, North Vancouver, BC V7H 2Y4; or
d) any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 5:00 P.M. (Pacific Standard Time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person.

Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must, at least 7 days before the Meeting, arrange for your nominee to revoke your proxy on your behalf (see below under “ BENEFICIAL SHAREHOLDERS ”).

Page 6 of 26

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the enclosed form of Proxy and returning it to the Company's transfer agent not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) of the Meeting.

BENEFICIAL SHAREHOLDERS

The following information is of significant importance to shareholders who do not hold common shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of common shares) or as set out in the following disclosure.

If common shares are listed 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 Company. Such common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker (an “intermediary”). In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients. There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” for NonObjecting Beneficial Owners).

The Company is taking advantage of the provisions of National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“ VIF ”). These VIFs are to be completed and returned to Odyssey Trust Company in the envelope provided or by facsimile or voted via internet as described on the VIF itself which contain complete instructions. Odyssey Trust Company will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive."

These security holder materials are being sent to both registered and NOBO owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name, address, and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) sending these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their common shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your common shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc.

Page 7 of 26

(“ Broadridge ”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company.

The VIF will name the same persons as the Company’s Proxy to represent your common shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your common shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting and the appointment of any shareholder’s representative.

If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your common shares voted or to have an alternate representative duly appointed to attend and to vote your common shares at the Meeting.

PART 2 – VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

OUTSTANDING CAPITAL SHARES OF THE COMPANY

The Company has only one class of shares entitled to be voted at the Meeting, namely, common shares. Each shareholder is entitled to one vote per share registered in his or her name. According to the records of the Company’s Transfer Agent as of March 2, 2021 there were 267,970,060 common shares issued and outstanding.

PRINCIPAL HOLDERS OF SHARES

Only those common shareholders of record on March 2, 2021 will be entitled to vote at the Meeting or any adjournment thereof. To the knowledge of the directors and executive officers of the Company, there is no shareholder that beneficially owns, directly or indirectly, or exercises control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company which have the right to vote in all circumstances.

PART 3 – THE BUSINESS OF THE MEETING

PATICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Company’s directors, the only matters to be dealt with at the Meeting are those matters set forth in the accompanying Notice of Meeting relating to:

To receive the audited financial statements of the Company for the years ended September 30, 2019 and September 30, 2020 and the corresponding report of the auditor on those statements;
To fix the number of directors for the ensuing year at Four (4);
To elect the directors of the Company who will serve until the next annual meeting of Shareholders of the Company;
To appoint to appoint Dale Matheson Carr-Hilton Labonte LLP, as the auditor of the Company until the next annual meeting and to authorize the directors to fix their remuneration;
To consider and re-approve the Company’s stock option plan (the “Stock Option Plan”);
To transact such other business as may properly come before the Meeting or any adjournments thereof.

Page 8 of 26

1- Financial Statements

The audited financial statements of the Company for the year ended September 30, 2019 and September 30, 2020 will be placed before you at the Meeting. A copy of these financial statements, together with the auditor’s report thereon, and Management’s Discussion and Analysis are available on the Company’s website www.globalhempgroup.com and on the Company’s profile on SEDAR at www.sedar.com. All Shareholders may request a paper copy of the audited consolidated financial statements by contacting Odyssey toll free at 1.888.290.1175 (1.587.885.0960 if outside Canada and the US).

2- Election of Directors

The Company currently has four (4) directors and all of these directors are standing for re-election. The directors of the Company are elected at each annual general meeting and hold office until the next annual meeting, or until their successors are duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal.

The Company does not have an executive committee and is required to have an Audit Committee. Members of the Audit Committee are as set out below.

Management proposes to nominate the persons named under the heading “Nominees for Election” below for election as directors of the Company. This requires the approval of the shareholders of the Company by an ordinary resolution, which approval will be sought at the Meeting.

3- Nominees for Election

The following information relating to the nominees for directors is based partly on the Company’s records and partly on information received by the Company from the nominees, it states the name of each person proposed to be nominated by management for election or re-election as a director and their respective principal occupations during the term that each were directors of the Company and their respective number of common shares of the Company beneficially owned by him or her, directly or indirectly, or over which he or she exercises control or direction, as at the date hereof.

While management does not contemplate that the nominees will be unable to serve as directors, if prior to the Meeting a vacancy occurs in this slate of nominees for any reason, the management representative(s) designated in the Proxy solicited in respect of the Meeting shall have the discretionary authority to vote for the election of any other person as director. Proxies received by the directors on which no designation is made will be voted for the nominees for election as directors or any substitute nominee thereof as may be determined by management, if necessary.

The following is a table of information about the nominees:

Name, Municipality of Residence & Position	Present Principal Occupation	Director Since	Shares Owned
Curt Huber (2) Director, President & CEO (Burnaby, BC, CANADA)	Mr. Huber is an independent corporate and financial consultant who has been involved in all facets of public companies for more than 30 years. He is an experienced director and senior officer who has been involved in the hemp industry since 2014. In addition he has represented public companies in many different sectors, including mining, oil and gas, and technology. He has also provided investor relation services, raised financing in the public markets and built corporate awareness for the companies with which he has been associated.	Nov 17, 2014	5,150,000
Dr. Paul Perrault (2) _Director _	Dr. Perrault is an economist trained in cooperative development (M.A.) and in Rural Development (Ph. D.) (Stanford). After some years ofconsulting on ruraldevelopment projectinseveral	Dec 29, 2014	645,000

Page 9 of 26

(Montreal, QC, CANADA)	developing countries, he shifted his career to institutional development. Over the years he participated actively in the creation of several university and training institutions in Rwanda, Nigeria and Côte d’Ivoire. Moreover, he contributed to the strengthening of agricultural research organizations, principally in Africa, as a researcher then as a program director at the International Service for National Agricultural Research (1990-2004), a CGIAR institution. These experiences have shaped his perspective in developing and managing research and education institutions related to agriculture.
Jeff Kilpatrick (2) Director (Ocala, FL, USA)	Mr. Kilpatrick is currently the Accreditation Manager for the Alachua County Board of County Commissioners in Gainesville, Florida, where he is responsible for accreditation, certification and professional standards for more than 800 Alachua County employees. He is a graduate of the FBI National Academy and a CPM from FSU. He is a Senior Board Member for the Association of Pretrial Professionals of Florida (APPF) and is the Past President for the National Association of Pretrial Services Agencies (NAPSA). Prior to coming to Alachua County, Jeff spent 21 years in the U.S. Coast Guard. Mr. Kilpatrick is a member of LEAP – Law Enforcement Against Prohibition.	Jan 19, 2015	100,000
Michel Lebeuf Director (Montreal, QC, CANADA)	Mr. Lebeuf, is a Partner at the law firm of Dunton Rainville LLP’s Montreal office. He practices primarily in securities law, particularly in the areas of institutional and corporate financing, natural resources, fintech, life science, cannabis, as well as in public and private mergers and acquisitions. He represents public issuers, securities brokers, buyers, sellers, bankers, and financial advisors. He provides strategic advice on access to public capital markets, securities, and structured products. Mr. Lebeuf also has extensive experience in corporate transactions, public and private transfers, and institutional funding.	May 21, 2020	Nil

(1) Information as to ownership of shares has been taken from the list of registered shareholders maintained by the Company’s transfer agent or has been provided by the individual or obtained from SEDI.

(2) Member of the Audit Committee

There is no proposed nominee for election as a director of the Company or of any of its subsidiaries that beneficially owns, directly or indirectly, or exercises control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company which have the right to vote in all circumstances.

The Company’s management recommends that shareholders vote in favor of the nominees for election as directors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the three nominees as directors of the Company for the ensuing year.

Corporate Cease Trade Orders or bankruptcy

As of the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, within ten years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity:

a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
b) was subject to an event that resulted, after the director or executive officer ceased to be director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period or more than 30 consecutive days; or

Page 10 of 26

c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

As of the date of this Information Circular, no proposed nominee for election as a director of the Company is, or has been, subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcy

As of the date of this Information Circular, no proposed nominee for election as a director of the Company has, within the ten years before the date of this Information Circular, 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, manager or trustee appointed to hold the assets of the proposed director.

Conflicts of Interest

The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interests which they may have in any project or opportunity of the Company. If a Conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, that directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Except as disclosed in this Information Circular, to the best of the Company’s knowledge, there are no known existing or potential conflicts of interest among the Company and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management may from time to time serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of those other companies.

4- Appointment of Auditors

The Company’s management recommends that shareholders vote in favor of the re-appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year and in favor of granting the Board of Directors the authority to determine the remuneration to be paid to the auditor.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as the auditor of the Company until the close of the next annual meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the remuneration to be paid to the auditor.

5- Re-Approval of Stock Option Plan

Management is seeking shareholder approval for the re-approval and ratification of the Stock Option Plan along with the number of shares reserved for issuance under the Stock Option Plan in accordance with and subject to the rules and policies of the CSE.

Page 11 of 26

The Board of Directors of the Company has established an incentive Stock Option reserving a rolling 10% of the issued and outstanding shares of the Company from time to time. The purpose of the Stock Option Plan is to provide incentive to employees, directors, officers, management companies and consultants who provide services to the Company and reduce the cash compensation the Company would otherwise have to pay.

Terms of the Stock Option Plan

A full copy of the Stock Option Plan is available upon request for review by shareholders. Shareholders may also obtain copies of the Stock Option Plan from the Company prior to the meeting on written request. The following is a summary of the material terms of the Stock Option Plan:

Number of Shares Reserved. The number of common shares which may be issued pursuant to options granted under the Stock Option Plan (including all options granted by the Company prior to the adoption of the Stock Option Plan) shall equal 10% of the issued and outstanding shares of the Company from time to time at the date of grant.
Maximum Term of Options. The term of any options granted under the Stock Option Plan is fixed by the Board of Directors and may not exceed five (5) years from the date of grant. The options are non-assignable and non-transferable.
Exercise Price. The exercise price of options granted under the Stock Option Plan is determined by the Board of Directors, provided that it is not less than the price permitted by the CSE, or, if the shares are no longer listed on the CSE, then such other exchange or quotation system on which the shares are listed or quoted for trading.
Amendment. The terms of an option may not be amended once issued under CSE requirements. If an option is cancelled prior to the expiry date, the Company shall not grant new options to the same person until 30 days have elapsed from the date of cancellation.
Vesting. Vesting, if any, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with the CSE requirements.
Termination. Any options granted pursuant to the Stock Option Plan will terminate on (i) the earliest of the expiration date (ii) the end of the period of time permitted for exercise of the Option (not to be in excess of six (6) months), to be determined by the Board at the time of the grant after the Optionee ceased to be eligible for options for any reasons other than death, disability or cause (iii) the 30[th] day after the Optionee who is engaged in Investor Relations for the Company ceases to be so employed (iv) the date on which the Optionee ceased to be eligible for options by reason or termination of the Optionee as an employee, consultant or independent contractor of the Company (v) 120 days from the date on with the Optionee ceased to be eligible for options on account of disability (vi) 120 days from the date of death of the Optionee.
Administration. The Stock Option Plan is administered by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time.
Board Discretion. The Stock Option Plan provides that, generally, the number of shares subject to each option, the exercise price, the expiry time, the extent to which such option is exercisable, including vesting schedules, and other terms and conditions relating to such options shall be determined by the Board of Directors of the Company or senior officer or employee to which such authority is delegated by the Board from time to time and in accordance with the CSE requirements.

Shareholders (being a simple majority of the votes cast by the shareholders who are not insiders of the Company or associates of those insiders) will be asked to approve the following resolution:

Page 12 of 26

“ BE IT RESOLVED:

1. that the Stock Option Plan be and the same is hereby approved, confirmed and ratified and that the directors of the Company be and are hereby authorized to make such amendments or revisions to the Stock Option Plan from time to time, without further shareholder approval, as may be required by the CSE or any other stock exchange upon which the Company's shares may be listed for trading in order to cause the Stock Option Plan to fully comply with the requirements of the of such exchange and to fully carry out this resolution;

2. all options to acquire common shares of the Company previously issued by the Company to directors, officers, employees and consultants of the Company or any subsidiary of the Company and currently outstanding shall be deemed to have been granted and issued under the Stock Option Plan and otherwise be governed by the terms and conditions of the Stock Option Plan, subject to the specific terms and conditions as to exercise price, vesting periods, if any, and expiry dates as are currently applicable to such options; and

3. the reservation under the Stock Option Plan of a maximum up to the amount of 10% of the issued shares of the Company on a rolling basis, at the time of granting of the stock option pursuant to the Stock Option Plan be and the same is hereby approved.”

The Company’s management recommends that shareholders vote in favor of the resolution to ratify and approve the Stock Option Plan. Unless you give instructions otherwise, the Management Proxy holders intend to vote FOR the approval and ratification of the Stock Option Plan.

PART 4 – EXECUTIVE AND DIRECTOR COMPENSATION

All amounts represented in this form are in Canadian dollars unless stated otherwise. For the purposes of this Form, the terms below have the following meaning:

“ company ” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“ compensation securities ” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“ external management company ” includes a subsidiary, affiliate or associate of the external management company;

“ named executive officer ” or “ NEO ” means each of the following individuals:

a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“ CEO ”), including an individual performing functions similar to a CEO;
b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“ CFO ”), including an individual performing functions similar to a CFO;
c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year;
d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

Page 13 of 26

“ plan ” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

“ underlying securities ” means any securities issuable on conversion, exchange or exercise of compensation securities.

DIRECTOR & NAMED EXECUTIVE OFFICER COMPENSATION

Oversight and Description of Director and NEO Compensation

The Company has not, as of yet, generated any income or cash flows and operates with limited financial resources. The Board of Directors (the “ Board ”), through informal discussion without any formal objectives, criteria or analysis, is responsible for determining the final compensation to be granted to the Company’s executive officers and directors to ensure that such arrangements reflect the responsibilities and risks associated with each position. The Board’s compensation philosophy is aimed at attracting and retaining quality and experienced people which is critical to the success of the Company and may include a "pay-for-performance" element which supports the Company’s commitment to delivering strong performance for the Shareholders.

The Board annually reviews the corporate goals and objectives relevant to executive compensation; evaluates each executive officer’s performance in light of those goals and objectives and sets the executive officer’s compensation level based, in part, on this evaluation. The Board also takes into consideration the Company’s overall performance, shareholder returns, the value of similar incentive awards to executive officers at comparable companies and the awards given to executive officers in past years.

The Company has no arrangements, standard or otherwise, under which Directors are compensated for their services in their capacity as Directors or NEO, or for committee participation or involvement in special assignments during the most recently completed financial year or subsequently, up to and including the date of this Form.

During the financial year ended September 30, 2020, the Company had three (3) NEOs and four (4) directors:

Individual	Position
Curt Huber	CEO/President & Director
Sebastian Tang	CFO
Dr. Paul Perrault	Director
Jeff Kilpatrick	Director
Michel Lebeuf	Director

Page 14 of 26

Director and NEO Compensation Excluding Compensation Securities

The following table sets out compensation paid to Management and Directors in the past two fiscal years:


	Table of compensation excluding compensation securities

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Curt Huber President, CEO & Director	2019	84,886(1)	-	-	-	-	34,886
	2020	10,000	-	-	-	-	10,000
Sebastian Tang CFO	2019	6,500	-	-	-	-	6,500
	2020	6,500	-	-	-	-	6,500
Dr. Paul Perrault Director	2019	42,500(2)	-	-	-	-	17,500
	2020	-	-	-	-	-	-
Jeff Kilpatrick Director	2019	15,000(3)	-	-	-	-	15,000
	2020	-	-	-	-	-	-
Michel Lebeuf(4) Director	2019	13,758	-	-	-	-	13,758
	2020	35,551	-	-	-	-	35,551

(1) This amount includes $50,000 that was accrued and as at September 30, 2020 remains unpaid

(2) This amount includes $25,000 that was accrued and as at September 30, 2020 remains unpaid

(3) This amount includes $15,000 that was accrued and as at September 30, 2020 remains unpaid

(4) Fees paid to Michel Lebeuf were paid to Dunton Rainville, a law firm which he is a partner.

In the above, all amounts of compensation were paid to directors or NEOs in their capacity as directors or NEOs of the Company, in their capacity as members of a committee of the board of directors of the Company, or as consultants or experts, during the Company’s past two fiscal years.

Stock Options and Other Compensation Securities

The Stock Option Plan is an important part of the Company’s incentive strategy for its directors and officers, permitting them to participate in any appreciation of the market value of the Company’s shares over a stated period of time, and is intended to reinforce commitment to long-term growth and shareholder value.

The Stock Option Plan of the Company is administered by the Board and provides that stock options may be issued to directors, officers, employees, consultants and other personnel of the Company. The Stock Option Plan also provides that the number of common shares issuable under the plan, may not exceed 10% of the issued and outstanding common shares of the Company at any time. All stock options granted under the Stock Option Plan expire on a date not later than five years after the date of grant of such option, and are exercisable at an exercise price set by the Board in its sole discretion which price may not be less than the Discounted Market Price (as defined in the Option Plan).

Stock options grants may be made periodically to ensure that the number of options granted to any particular officer or director is commensurate with the officer’s level of ongoing responsibility within the Company. The Board will evaluate the number of options an officer has been granted, the exercise price of the options and the term remaining on those options when considering further grants.

Page 15 of 26

The following table sets forth details of the value of compensation securities granted to or exercised by a director or NEO of the Company during the financial year ended September 30, 2020:

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities
		Number of			Closing price of
				Issue,		Closing price
		compensation			security or
Name	Type of		Date of	conversion		of security or
		securities, number of			underlying		Expiry
and	compensation		issue or	or exercise		underlying
		underlying securities,			security on date		date
position	security		grant	price		security at
		and percentage of			of grant
				($)		year end ($)
		class			($)

Curt Huber(1) President, CEO/ Director	Stock options	Nil	-	-	-	-	-
Sebastian Tang (1) CFO	Stock options	Nil	-	-	-	-	-
Dr. Paul Perrault (1) Director	Stock options	Nil	-	-	-	-	-
Jeff Kilpatrick (1) Director	Stock options	Nil	-	-	-	-	-
Michel Lebeuf(1) Director	Stock options	Nil	-	-	-	-	-

(1) The total amount of compensation securities, and underlying securities, held be each NEO or director as at September 30, 2020 is as follows: Curt Huber (6,350,000); Sebastian Tang (250,000); Dr. Paul Perrault (2,100,000); Jeff Kilpatrick (200,000); and Michel Lebeuf (Nil).

The following table sets forth details of each exercise by a director or NEO of the Company of compensation securities during the financial year ended September 30, 2020:

Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs	Exercise of Compensation Securities by Directors or NEOs
					Closing price
		Number of	Exercise			Difference between
	Type of				per security		Total value
Name		underlying	price per	Date of		exercise price and
	compensation				on date of		on exercise
and position		securities	security	Exercise		closing price on
	security				exercise		date ($)
		exercised	($)			date of exercise ($)
					($)

Curt Huber(1) President, CEO/ Director	Nil	-	-	-	-	-	-
Sebastian Tang (1) CFO	Nil	-	-	-	-	-	-
Dr. Paul Perrault (1) Director	Nil	-	-	-	-	-	-
Jeff Kilpatrick (1) Director	Nil	-	-	-	-	-	-
Michel Lebeuf(1) Director	Nil	-	-	-	-	-	-

Page 16 of 26

Employment, Consulting and Management Agreements

Unless indicated otherwise herein, management functions of the Company are substantially performed by directors or NEO (or private companies controlled by them, either directly or indirectly) of the Company and not, to any substantial degree, by any other person with whom the Company has contracted.

Pension Disclosure

The Company does not have any pension, retirement or deferred compensation plans, including a defined contribution plans.

The Company has not entered into any compensatory plans, contracts or arrangements with any of its officers or directors whereby such officer or director are entitled to receive compensation as a result of the resignation, retirement or any other termination of employment of the officer or director with the Company or from a change in control of the Company or a change in the officer’s responsibilities following a change in control.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth details with respect to compensation plans under which equity securities of the Company are authorized for issuance during the financial year ended September 30, 2020:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	Stock Option Plan 16,000,000	$0.07	5,166,043
Equity compensation plans not approved by security holders	-	-	-
Total:	16,000,000	-	5,166,043

PART 5 – AUDIT COMMITTEE

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its Statement certain information concerning the constitution of its audit committee and its relationship with the Company’s external auditor as set forth below.

Audit Committee’s Charter

The Board has adopted a charter (the “Charter”) for its audit committee (the “Audit Committee”) which establishes the Audit Committee’s mandate, organization, responsibilities and duties. The complete Charter is attached as Schedule “ A ” to this Statement.

Page 17 of 26

Composition of the Audit Committee

The Audit Committee will be comprised of three (3) directors, Curt Huber, Michel Lebeuf and Jeff Kilpatrick. Michel Lebeuf and Jeff Kilpatrick are considered “independent” as that term is defined in applicable securities legislation. Mr. Curt Huber, as Chief Executive Officer of the Company is not independent.

All three Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements and are therefore considered “financially literate”.

Relevant Education and Experience

All of the audit committee members are businessmen with experience in financial matters; each has an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavor.

Since the commencement of the Company’s most recently completed financial year ended September 30, 2020, the Board has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year ended September 30, 2020, the Company has not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services, save for the requirement that all non-audit services to be performed by the Company’s external auditor must be pre-approved and monitored by the Audit Committee. Subject to the requirements of NI 52110, the engagement of non-audit services is considered by the Board, and where applicable the audit committee, on a case-by-case basis.

External Audit Service Fees (By Category)

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

The fees paid by the Company to its external auditors for services rendered to the Company in each of the last two fiscal years, by category, are as follows:

Page 18 of 26

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
September 30, 2019	45,488	Nil	2,500	Nil
September 30, 2020	45,549	Nil	Nil	Nil

Exemption

The Company is relying on the exemption provided by section 6.1 of NI 52-110, which provides that the Company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 which requires certain prescribed disclosure about the Audit Committee in the Company’s Annual Information Form, if any.

PART 6 – CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company.

National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance guidelines, which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines; however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted.

National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) requires the Company to disclose annually in its Statement certain information concerning its corporate governance practices. As a “venture issuer” the Company is required to make such disclosure with reference to the requirements of Form 58- 101F2, which disclosure is set forth below.

Board of Directors

The Board is currently composed of four (4) directors. All four of the proposed nominees for election are currently directors of the Company. NP 58-201 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the company. “Material relationship” is defined as a relationship which could, in the view of the Company’s board of directors be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board is responsible for determining whether a director is an independent director. Of the proposed nominee directors, Michel Lebeuf and Jeff Kilpatrick are considered independent directors of the Company, as they have no ongoing interest or material relationship with the Company other than serving as directors. Curt Huber is the Company’s President and CEO, and Paul Perrault is involved in the day to day operations of the Company, therefore they are not considered independent.

Page 19 of 26

Mandate of the Board of Directors

The mandate of the Board is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. In doing so, the Board oversees the management of the Company’s affairs directly and through its committees. In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company’s overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure that the Company’s proposed actions accord with shareholder objectives; reviewing succession planning; assessing management’s performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders’ equity interests through the optimum utilization of the Company’s capital resources.

The Board also takes responsibility for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. At this stage of the Company’s development, the Board does not believe it is necessary to adopt a written mandate, as sufficient guidance is found in the applicable corporate and securities legislation and regulatory policies. However, as the Company grows, the Board will move to develop a formal written mandate. In keeping with its overall responsibility for the stewardship of the Company, the Board is also responsible for the integrity of the Company’s internal control and management information systems and for the Company’s policies respecting corporate disclosure and communications.

The Board delegates to management, through the Chief Executive Officer and the Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Currently, the positions of President and Chief Executive Officer are combined. However, given the size of the Company’s current operations, the Board believes that the Company is well serviced and the independence of the Board from management is not compromised by the combined role. In addition, the Board has found that the fiduciary duties placed on management by the Company’s governing corporate legislation and common law and the restrictions on an individual director’s participation in decisions of the Board in which the director has an interest under applicable corporate and securities legislation provide the “independent” directors with significant input and leadership in exercising their responsibilities for independent oversight of management. In addition, each member of the Board understands that he is entitled to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances and the “independent” directors have the ability to meet independently of management whenever deemed necessary.

Directorships

As of the date of this Information Circular, the directors and/or officers listed in the table that follows are currently directors and/or officers of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction.

Director / Officer	Other Reporting Issuer(1)
Michel Lebeuf	Auxico Resources Canada Inc., Petro Viking Energy Inc., QuantGate Systems Inc.,Tantalex Resources Corp.

(1) The above information has been provided by the directors and has not been independently verified by the Company.

Page 20 of 26

Orientation and Continuing Education

Orientation and education of new members of the Board is conducted informally by management and the Board. The orientation provides background information on the Company’s history, performance and strategic plans.

New directors are briefed on strategic plans, short, medium and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. However, there is no formal orientation for new members of the Board and this is considered appropriate, given the Company’s size and current operations.

Ethical Business Conduct

The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals and objectives.

However, to date, the Board has not adopted a formal written Code of Business Conduct and Ethics. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate and securities legislation 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 independently of management and in the best interests of the Company and its shareholders.

In addition, the limited size of the Company’s operations and the small number of officers and employees allows the Board to monitor on an ongoing basis the activities of management and to ensure that the highest standard of ethical conduct is maintained. As the Company grows in size and scope, the Board anticipates that it will formulate and implement a formal Code of Business Conduct and Ethics.

Nomination and Assessment

Given its current size and stage of development, the Board has not appointed a nominating committee and these functions are currently performed by the Board as a whole. Nominees are generally the result of recruitment efforts by Board members, including both formal and informal discussions among Board members and the Chief Executive Officer, and proposed directors’ credentials are reviewed in advance of a Board meeting with one or more members of the Board prior to the proposed director’s nomination.

The Board of Directors will consider the size of the Board of Directors each year when it considers the number of directors to recommend for director nominees. The criteria for selecting new directors shall reflect the requirements of the listing standards of the CSE (or such other exchange or self-regulatory organization on which the Company’s shares are listed for trading) with respect to independence and the following factors:

i) the appropriate size of the Company’s Board;
ii) the needs of the Company with respect to the particular talents and experience of its directors; iii) personal and professional integrity of the candidate;
iv) level of education and/or business experience;
v) broad-based business acumen;
vi) the level of understanding of the Company’s business and the industry in which it operates and other industries relevant to the Company’s business;
vii) the ability and willingness to commit adequate time to Board and committee matters;

Page 21 of 26

viii) the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; and
ix) the ability to think strategically and a willingness to share ideas; and diversity of experiences, expertise and background.
Committees of the Board of Directors

At the present time, the Board of the Company has appointed only one formal committee, being the Audit Committee.

The Audit Committee is comprised of Curt Huber, Michel Lebeuf and Jeff Kilpatrick and is primarily responsible for the policies and practices relating to integrity of financial and regulatory reporting of the Company, as well as internal controls to achieve the objectives of safeguarding the Company’s assets; reliability of information; and compliance with policies and laws. See Part 5 “AUDIT COMMITTEE” for further information regarding the mandate of the Company’s Audit Committee, its specific authority, duties and responsibilities, as well as the Audit Committee Charter.

As the Company grows, and its operations and management structure become more complex, the Board will likely find it appropriate to constitute additional standing committees, such as a Corporate Governance Committee, Compensation Committee and Nominating Committee, and to ensure that such committees are governed by written charters and are composed of at least a majority of independent directors.

Indebtedness of Directors and Executive Officers

Since the beginning of the most recently completed financial year ended September 30, 2020 and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of the Company, nor any nominee for election as a director of the Company, nor any associate of any such person, was indebted to the Company during the most recently completed financial year ended September 30, 2020 for other than “routine indebtedness”, as that term is defined by applicable securities law; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

Compensation

Currently, the Company does not have a formal compensation committee and the Board as a whole is responsible for determining all forms of compensation to be granted to the Company’s executive officers and to the directors to ensure such arrangements reflect the responsibilities and risks associated with each position. In addition, any compensation to be paid to executive officers who are also directors must be approved by the disinterested directors thereby providing the independent directors with significant input into compensation decisions.

See Part 4 “EXECUTIVE AND DIRECTOR COMPENSATION” above for details of the compensation paid to the Company’s Named Executive Officers and a discussion of the Company’s philosophy, objectives and processes with respect to executive compensation.

PART 7 – OTHER INFORMATION

Interest of Informed Persons in Material Transactions

Other than as disclosed herein, no proposed nominee for election as a director, and no director or officer of the Company who has served in such capacity since the beginning of the last financial year of the Company, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of the Company’s outstanding common shares, and none of the respective associates or affiliates of any of the foregoing, had any interest in any transaction with the Company or in any proposed transaction since the beginning of the last completed financial year that has materially affected the Company or is likely to do so.

Page 22 of 26

Interest of Certain Persons in Matters to be Acted Upon

None of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year, none of the other insiders of the Company and no associate or affiliate of any of the foregoing persons has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of the directors, the approval of the Stock Option Plan and the authorization for the granting of stock options thereunder.

Management Contracts

The management functions of the Company are performed by its directors and senior officers and the Company has no management agreements or arrangements under which such management functions are performed by persons other than the directors and senior officers of the Company.

Transfer Agent and Registrar

The Company’s designated Transfer Agent is Odyssey Trust Company, whose offices are located at #350409 Granville Street, United Kingdom Building, Vancouver, British Columbia, V6C 1T2 .

Legal Proceedings

There are no pending legal proceedings to which the Company is or is likely to be a party or which any of its properties or business interests are, or, to the best of knowledge of management of the Company, likely to be subject of.

Other Matters

Management of the Company is not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

Other Material Facts

There are no other material facts other than as disclosed in this Information Circular.

Additional Information

Financial information about the Company is provided in its comparative financial statements and Management’s Discussion and Analysis for the year ended September 30, 2020. You may access these documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

DATED at Vancouver, British Columbia, this 8[th] day of March, 2021.