HAW Capital 2 Corp.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 25, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

October 22, 2025

HAW CAPITAL 2 CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2025

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") in the capital of HAW Capital 2 Corp. (the "Company") will be held on November 25, 2025, at 10:00 a.m. (Calgary time) at the registered office of the Company located at 4500, 855 - 2nd Street S.W. Calgary, Alberta, T2P 4K7, Canada.

The Meeting will be held for the following purposes:

to receive the annual audited financial statements of the Company for the fiscal year ended December 31, 2024, together with the report of the auditors thereon;
to elect each of Scott McGregor, Marshall Mewha, Robert McCue and John Campbell (the "Incumbent Slate") to the board of directors of the Company (the "Board"), as specified in the accompanying management information circular dated October 22, 2025 (the "Circular");
to elect each of Joel Primus, Andrew Kaplan, Michael Gheyle and Scott McGregor as described in the Circular to the Board to replace the Incumbent Slate, conditional and effective upon the completion of the Company's proposed qualifying transaction (the "Qualifying Transaction") with NAKED Revival Inc. ("NAKED"), as more particularly described in the Circular;
to appoint KPMG LLP (the "Incumbent Auditor"), as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration;
to appoint DMCL Chartered Professional Accountants, of Vancouver, British Columbia to replace the Incumbent Auditor, conditional and effective upon the completion of the Qualifying Transaction, and to authorize the Board to fix their remuneration as more particularly described in the Circular;
to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving the continuance of the Company (the "Continuance") from the Province of Alberta to the Province of British Columbia whereafter the Company will be subject to the Business Corporations Act (British Columbia), and, upon Continuance, the adoption by the Company of new notice of articles and new articles (collectively, the "New Articles"), attached as Appendix "B" to the Circular, conditional and effective upon the completion of the Qualifying Transaction, as more particularly described in the Circular;
to consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Company to change its name from "HAW Capital 2 Corp." to "NAKED Revival Inc." or such other similar name as may be determined by the Board, as directed by NAKED, subject to regulatory approval, with effect immediately prior to the Continuance, conditional and effective upon the completion of the Qualifying Transaction, as more particularly described in the Circular;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying the Company's 10% rolling stock option plan (the "Existing Plan"), as more particularly described in the Circular;
to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the Company's new rolling 10% omnibus incentive plan to take effect and replace the Existing Plan, conditional and effective upon the completion of the Qualifying Transaction, as more particularly described in the Circular; and
to transact such other business as may properly be brought before the Meeting or any adjournment(s) thereof.

Shareholders should refer to the Circular for more information with respect to the matters to be considered at the Meeting.

Only Shareholders at the close of business on October 21, 2025 (the "Record Date") are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.

Shareholders may vote in person at the Meeting or any adjournments or postponements thereof, or they may appoint another person (who needs not be a Shareholder) as their proxy to attend and vote in their place.

If you are a registered Shareholder of the Company and unable to attend the Meeting in person, please complete, date and sign the accompanying form of proxy and deposit it with the Company's transfer agent, Odyssey Trust Company, Trader's Bank Building 1100, 67 Younge Street, ON M5E 1J8 no later than 10:00 a.m. (Calgary time) on November 21, 2025, or if the Meeting is adjourned or postponed, by 10:00 a.m. (Calgary time) at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the date on which the Meeting is reconvened.

If you are a beneficial Shareholder of the Company and received this Notice of Meeting and the accompanying materials through an intermediary (an "Intermediary") that the non-registered Shareholder deals with in respect of their shares (Intermediaries include, among others, banks, trust companies, securities dealers, or brokers and trustees or administrators of self-administered RRSP, RRIFs, RESPs and similar plans), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

Calgary, Alberta
October 22, 2025

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Scott McGregor"
Scott McGregor
Chief Executive Officer and Director

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED IN ACCORDANCE WITH THE PROXY INSTRUCTIONS.

TABLE OF CONTENTS

GENERAL INFORMATION RESPECTING THE MEETING ... 1
PROPOSED QUALIFYING TRANSACTION ... 5
BUSINESS OF MEETING ... 7
1. Presentation of Financial Statements ... 7
2. Election of Directors ... 7
3. Nominee Biographies ... 11
4. Corporate Cease Trade Orders or Bankruptcies ... 12
5. Appointment of Auditors ... 13
6. Approval of Continuance ... 14
7. Approval of Name Change ... 20
8. Approval of Existing Plan ... 21
9. Approval of Omnibus Plan ... 22
10. Other Business ... 28

STATEMENT OF EXECUTIVE COMPENSATION ... 28
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ... 30
Existing Plan ... 30

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ... 31
CORPORATE GOVERNANCE PRACTICES ... 31
Board of Directors ... 32
Board Oversight ... 32
Directorships in Other Reporting Issuers ... 32
Orientation and Continuing Education ... 32
Ethical Business Conduct ... 33
Nomination of Directors ... 34
Assessments ... 34

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS ... 34
Audit Committee Charter ... 34
Composition of the Audit Committee ... 34
Audit Committee Oversight ... 36
Reliance on Certain Exemptions ... 36
Pre-Approval Policies and Procedures ... 36
Audit Fees ... 36

VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF ... 37
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 37
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON ... 37
MANAGEMENT CONTRACTS ... 38
ADDITIONAL INFORMATION ... 38
APPROVAL OF BOARD OF DIRECTORS ... 38
APPENDIX "A" ... A-1

APPENDIX "B"...B-1
APPENDIX "C"...C-1
APPENDIX "D"...D-1
APPENDIX "E"...E-1
APPENDIX "F"...F-1

HAW CAPITAL 2 CORP.
MANAGEMENT INFORMATION CIRCULAR
FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 25, 2025

GENERAL INFORMATION RESPECTING THE MEETING

The information contained in this management information circular (the "Circular") is given as at October 22, 2025, unless otherwise noted.

No person has been authorized to give any information or to make any representation in connection with the other matters described herein other than those contained in this Circular and, if given or made, any such representation should be considered not to have been authorized by the Company.

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of HAW Capital 2 Corp. ("HAW2" or the "Company") for use at the annual general and special meeting of the holders (the "Shareholders") of the common shares (the "Common Shares") in the capital of the Company to be held at the registered office of the Company located at 4500, 855 - 2nd Street S.W. Calgary, Alberta, T2P 4K7 Canada, on November 25, 2025 at 10:00 a.m. (Calgary time), and any adjournment or adjournments thereof (the "Meeting") for the purposes set forth in the notice of meeting of Shareholders (the "Notice of Meeting") accompanying this Circular.

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 Shareholders are urged to consult their own professional advisers in connection therewith.

The Company will not be using the notice-and-access mechanism under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for distribution of the Notice of Meeting, the Circular and accompany meeting materials to the Shareholders.

Time, Date and Location of Meeting

The Meeting will be held on November 25, 2025 at 10:00 a.m. (Calgary time) at the Company's registered office located at 4500, 855 - 2nd Street S.W. Calgary, Alberta, T2P 4K7, Canada.

Currency

In this Circular, unless otherwise specified herein, all references to dollar amounts are to Canadian dollars.

Record Date

The board of directors of the Company (the "Board") has fixed October 21, 2025, as the record date (the "Record Date") for determination of persons entitled to receive notice of and to vote at the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting in person or complete, sign and deliver a form of proxy in the manner and subject to the provisions described herein will be entitled to vote or to have their common shares of the Company (the "Common Shares") voted at the Meeting.

Appointment of Proxyholders

The purpose of a proxy is to designate persons who will vote the proxy on behalf of a Shareholder of the Company in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company.

The individual(s) named in the accompanying form of proxy are management's representatives. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than the person(s) designated in the proxy, who need not be a Shareholder of the Company, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person or company in the blank space provided in the proxy, and, if desired, an alternate to such person, or by completing and delivering another proper proxy and, in either case, delivering the completed proxy to the office of Odyssey Trust Company, at Trader's Bank Building, 1100 67 Younge Street, ON M5E 1J8 no later than 10:00 a.m. (Calgary time) on November 21, 2025 unless the chairman elects to exercise his discretion to accept proxies received subsequently. Such Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instruction to the nominee how the Shareholder's Common Shares should be voted. The nominee should bring personal identification to the Meeting.

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder's attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Voting by Proxyholder

The person(s) named in the proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The proxy confers discretionary authority on the person(s) named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;
(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the Meeting.

As at the date hereof, the Board knows of no such amendments, variations or other matters to come before the Meeting, other than the matters referred to in the Notice of Meeting. However, if other matters should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the person(s) voting the proxy.

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the management proxyholders as proxyholder, the management proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

In respect of a matter for which a choice is not specified in the proxy, the person(s) named in the proxy will vote the Common Shares represented by the proxy for the approval of such matter.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of communication by the directors, officers and employees of the Company, none of whom will be specifically remunerated therefor. The cost of any such solicitation will be borne by the Company.

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 and returning it to the Company's transfer agent, Odyssey Trust Company, either: (a) by mail or hand delivery to Odyssey Trust Company at Trader's Bank Building, 1100, 67 Younge Street, Toronto, ON M5E 1J8; (b) by fax within North America at 1-800-517-4553; (c) via email to [email protected]; or (d) by internet http://login.odysseytrust.com/pxlogin. Registered Shareholders must follow the instructions that appear on the screen and refer to the proxy form for the holder's Control Number. In order to be valid and acted upon at the Meeting, proxies and votes must be received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the Meeting or the adjournment thereof at which the proxy is to be used. Proxies received after that time may not be accepted by the Chairman of the Meeting in the Chairman's discretion, and the Chairman is under no obligation to accept late proxies.

Beneficial Shareholders

The following information is important 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). Most shareholders are "non-registered" shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Common Shares beneficially owned by a non-registered Shareholder are registered either:

(a) in the name of an intermediary (an "Intermediary") that the non-registered shareholder deals with in respect of their shares (Intermediaries include, among others, banks, trust companies, securities dealers, or brokers and trustees or administrators of self-administered RRSP, RRIFs, RESPs and similar plans); or
(b) in the name of a clearing agency (such as the Canadian Depositary for Securities Limited or the Depositary Trust & Clearing Corporation) of which the Intermediary is a participant.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all such 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. 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 Shareholders' meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (called “OBOs” for objecting beneficial owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for non-objecting beneficial owners).

The Company is not taking advantage of the provisions of NI 54-101, which permits it to deliver proxy-related materials directly to NOBOs.

This Circular, with related material, is being sent to both registered and beneficial Shareholders. If you are a beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary who holds your Common Shares on your behalf. Please return your voting information form (a "VIF") as specified in your request for voting instructions that you receive.

Beneficial Shareholders who are OBOs should carefully follow the instructions of their Intermediary in order to ensure that their Common Shares are voted at the Meeting.

The VIF that will be supplied to beneficial Shareholders by the Intermediaries will be similar to the form of proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on behalf of the beneficial Shareholder. Most Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. in the United States and Broadridge Financial Solutions, Inc. Canada, in Canada (collectively, "Broadridge"). Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same person(s) as the proxy to represent beneficial Shareholders at the Meeting. Beneficial Shareholders have the right to appoint a person (who need not be a beneficial Shareholder of the Company), other than the person(s) designated in the VIF, to represent them at the Meeting. To exercise this right, beneficial Shareholders should insert the name of the desired representative in the blank space provided in the VIF and, if desired, an alternate to such person. The completed VIF must then be returned to Broadridge in the manner specified and 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. If you receive a VIF from Broadridge, you cannot use it to vote Common Shares directly at the Meeting. The VIF must be completed and returned to Broadridge in accordance with its instructions, well in advance of the Meeting in order to have the Common Shares voted.

Although as a beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you, may attend the Meeting as proxyholder for your Intermediary and vote your Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your Common Shares as proxyholder for your Intermediary, or have a person designated by you to do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the VIF provided to you and return the same to your Intermediary in accordance with the instructions provided by such Intermediary, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend the Meeting and vote your Common Shares.

In accordance with NI 54-101, arrangements have been made with Intermediaries or their nominees to distribute copies of the Notice of Meeting, this Circular, the form of proxy and the supplemental mailing list (collectively, the "Meeting Materials") to OBOs whose Common Shares are held by or in custody of such Intermediaries. Such Intermediaries are required to forward the Meeting Materials to OBOs unless an OBO

has waived the right to receive them. The Company has elected not to pay for the delivery of the Meeting Materials to OBOs by the Intermediaries.

Beneficial Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or VIF is to be delivered.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by:

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered Shareholder or the registered Shareholder's authorized attorney in writing, or if the registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Odyssey Trust Company at Trader's Bank Building 1100, 67 Younge Street, Toronto, ON M5E 1J8 at any time up to and including the last business day that precedes the date of the Meeting or, if the Meeting is adjourned or postponed, the last business day (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

(b) personally attending the Meeting and voting the registered Shareholder's Common Shares. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

PROPOSED QUALIFYING TRANSACTION

Qualifying Transaction

On May 7, 2025, the Company entered into a non-binding letter of intent, as amended on August 7, 2025, with NAKED Revival Inc. ("NAKED"), a corporation existing under the laws of the State of Nevada pursuant to which the Company agreed to acquire all of the issued and outstanding securities of NAKED (each, a "NAKED Security") in exchange for the issuance of securities of the Company (the "Qualifying Transaction"). On or about October 31, 2025, it is expected that the Company, Haw 2 US Inc. ("Subco"), its wholly owned subsidiary incorporated under the laws of the State of Nevada, and NAKED will enter into a Merger Agreement (the "Merger Agreement"), pursuant to which Subco and NAKED will merge in accordance with the provisions of the Nevada Business Corporations Act and a US Merger Agreement.

The Qualifying Transaction will result in a reverse takeover of the Company by NAKED and will constitute the Company's "Qualifying Transaction" as defined in the policies of the TSX Venture Exchange (the "Exchange"). The Company and NAKED are at arm's length and the Qualifying Transaction is not a non-arm's length transaction under the policies of the Exchange. Accordingly, the Qualifying Transaction does not require Shareholder approval under the rules of the Exchange as it is not a non-arm's length transaction.

On closing of the Qualifying Transaction (the "Closing"), it is expected that the Company (being, following the Closing, the "Resulting Issuer") will be listed as a Tier 2 Industrial Issuer on the Exchange, and its business will be that of NAKED.

As contemplated in the Merger Agreement, at Closing, the Company is anticipated to issue such number of Common Shares (or other applicable securities of the Company) to the holders of the NAKED Securities as have an aggregate value of approximately $5,000,000 (pre-money, before giving effect to the Concurrent Financing (as defined below)), based on a deemed price of approximately $0.11 per Common Share, or such other deemed price per share as may be determined by the parties. Additionally, NAKED is anticipated to

convert $119,556.45 of its outstanding debt into common stock of NAKED (each, a “NAKED Share”), which is anticipated to result in the issuance of a further 664,200 Common Shares at the Closing.

Completion of the Qualifying Transaction is anticipated to be subject to various conditions, including: the parties obtaining all required directors', shareholders', regulatory and third-party consents for the Qualifying Transaction, including the conditional approval of the Exchange; completion of the Concurrent Financing; and compliance with applicable listing requirements of the Exchange.

Upon completion of the Qualifying Transaction, NAKED is anticipated to become a wholly-owned subsidiary of the Resulting Issuer and the Resulting Issuer is anticipated to continue with the business of NAKED and, subject to Shareholder approval at the Meeting and effective upon the Closing, (a) the Incumbent Slate (as defined below) will be replaced with the Alternate Slate (as defined below); (b) the Incumbent Auditors (as defined below) will be replaced with the Alternate Auditor (as defined below); (c) the Existing Plan (as defined below) will be replaced with the Omnibus Plan (as defined below); and (d) the Company will continue from the Province of Alberta to the Province of British Columbia (the “Continuance”) whereafter the Company will be subject to the Business Corporations Act (British Columbia) (the “BCBCA”) and will upon the Continuance adopt a new notice of articles and articles, the proposed form of such notice of articles and articles are attached as Appendix "B" to the Circular (the “Proposed Articles”), all as more particularly described in the Circular. Further, subject to Shareholder approval at the Meeting and effective immediately prior to the Continuance, conditional and effective upon the completion of the Qualifying Transaction, the Company's articles will be amended to change its name (the “Name Change”) from “HAW Capital 2 Corp.” to “NAKED Revival Inc.” or such other similar name as may be determined by the Board, as directed by NAKED, subject to regulatory approval, all as more particularly described in the Circular.

The final structure of the Qualifying Transaction will be determined after the parties have considered applicable tax, securities and accounting matters. Closing is subject to a number of conditions, including but not limited to, Exchange acceptance, Shareholder election of the Alternate Slate and Shareholder approval of the Continuance and the Name Change and other customary conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

On October 15, 2025, the Company received written consent of the Shareholders holding more than 50% of the issued and outstanding Common Shares, excluding the votes attached to the Common Shares held by the recipient of the finder's fee, to the payment of a finder's fee to Scott McGregor, a Non-Arm's Length Party (as defined in the policies of the TSXV) of the Company, comprised of 1,000,000 Common Shares to be paid upon completion of the Qualifying Transaction in accordance with the Exchange's Policy 2.4 – Capital Pool Companies.

SAFE

On July 28, 2025 and July 29, 2025, in connection with the Qualifying Transaction, certain persons invested $607,500, of which, an aggregate of $255,000 was invested by certain members of the Board, in simple agreements for equity (each, a “SAFE”), issued by NAKED. Each SAFE provides, among other things, that (i) in the event of an equity financing of NAKED (a “NAKED Financing”) such SAFE will automatically convert into the number of NAKED Shares equal to the payment amount in respect of such SAFE divided by the lowest price per NAKED Share sold in the NAKED Financing, multiplied by 80%; and (ii) in the event of, among other liquidation events, a change of control of NAKED, such SAFE will entitle its respective SAFE holder to receive a portion of the proceeds from such liquidation event equal to the payment amount in respect of such SAFE. The SAFEs will convert into NAKED Shares in connection with the Qualifying Transaction and the NAKED Shares issued upon such conversion will subsequently be exchanged for securities of the Resulting Issuer.

Concurrent Financing

Prior to the Closing, NAKED is expected to undertake a concurrent financing (the “Concurrent Financing”) of special warrants, subscription receipts or similar securities of NAKED to arm’s length subscribers of up to $3,000,000 in gross proceeds (with a minimum of either the lower of $2,000,000 or the minimum amount allowed under the policies of the Exchange) to NAKED at a price of $0.11 per security, or such other price agreed to by the Company. The Concurrent Financing is anticipated to be on terms to be determined in the context of the market and may be completed on a brokered or non-brokered basis or a combination thereof.

For additional details on the terms of the proposed Qualifying Transaction, please refer to the news releases of the Company dated May 8, 2025 and August 8, 2025, which are available on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.

BUSINESS OF MEETING

To the knowledge of the Board and management of the Company, the only matters to be brought before the Meeting are those set out in the accompanying Notice of Meeting and more particularly detailed below. However, if other matters should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the person(s) voting the proxy.

1. PRESENTATION OF FINANCIAL STATEMENTS

The annual audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024 (“Fiscal 2024”), together with the report of the auditors thereon (the “Fiscal 2024 Financial Statements”), will be placed before the Meeting. The Fiscal 2024 Financial Statements and the related management’s discussion and analysis were mailed to the Shareholders who requested it and are additionally available by contacting the Company’s registered office at 4500, 855 - 2nd Street S.W. Calgary, Alberta T2P 4K7, Canada or under the Company’s profile on SEDAR + at www.sedarplus.ca.

No vote is required nor will be taken on the Fiscal 2024 Financial Statements and receipt of thereof will not constitute approval or disapproval of any matters referred to therein.

2. ELECTION OF DIRECTORS

The Company’s articles provide that the Board consist of a minimum of three and a maximum of 15 directors. The Board currently consists of four members. The Board has proposed that the Incumbent Slate be nominated for re-election at the Meeting and has proposed that an alternate slate of four directors (the “Alternate Slate” and, collectively, with the Incumbent Slate, the “Nominees”), be elected at the Meeting to replace the Incumbent Slate, conditional and effective upon the completion of the Qualifying Transaction. In the event that the Qualifying Transaction is not completed, each member of the Incumbent Slate will continue to hold office until the next annual general meeting of Shareholders or until their successor is duly elected or appointed, unless such office is earlier vacated in accordance with the Company’s articles or such director becomes disqualified to act as a director pursuant to the Business Corporations Act (Alberta) (the “ABCA”).

Scott McGregor forms part of the Incumbent Slate and Alternate Slate. If both the Incumbent Slate and the Alternate Slate, conditional and effective upon the completion of the Qualifying Transaction, are elected, upon closing of the Qualifying Transaction: (a) Scott McGregor will remain on the Board; (b) Marshall Mewha, Robert McCue and John Campbell will step down as directors of the Resulting Issuer; and (c) Joel Primus, Andrew Kaplan and Michael Gheyle will be appointed as new directors of the Resulting Issuer.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Incumbent Slate and the Alternate Slate, conditional and effective

upon the completion of the Qualifying Transaction, Nominees listed in this Circular. Management does not contemplate that any of the Nominees of either the Incumbent Slate or the Alternate Slate will be unable to serve as a director. The Board unanimously recommends that Shareholders vote FOR the election of the persons named below and nominated for election as part of both the Incumbent Slate and the Alternate Slate.

Subject to the completion of the Qualifying Transaction, it is proposed to keep the number of directors at four immediately following the Meeting. In the absence of instructions to the contrary, the enclosed form of proxy will be voted FOR the number of directors of the Company to be set at four.

Incumbent Slate

The following table sets out the names of the incumbent slate Nominees for election as directors (the "Incumbent Slate"), the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of Common Shares of the Company and options of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.

Name, Province and Country of Residence(1)	Principal Occupation, Business or Employment	Director of the Company Since	Common Shares Beneficially Owned or Over Which Control or Direction, Directly or Indirectly is Exercised		Options Beneficially Owned or Over Which Control or Direction, Directly or Indirectly is Exercised
			Number	Percentage (%)
Scott McGregor(2)Calgary, Alberta, Canada	Currently a director of Vencanna Ventures Inc. since December 2018. He was also the former Director, Financial Services at Invest Alberta Corp. and former CEO and director of Golo Mobile Inc.	August 2019	850,000	6.07%	475,000
Marshall Mewha Courtenay, British Columbia, Canada	A certified public accountant. He currently serves as the CFO of Economic Development for the We Wai Kai Nation, CEO, CFO and Director of Golo Mobile Inc. Previously the Vice President of Finance of a multi-office insurance brokerage in Alberta and Controller for the We Wai Kai Nation.	August 2019	400,000	2.86%	325,000
Robert McCue(2)Sinaloa, Mexico	A Canadian tax lawyer with more than 35 years of experience. He retired in 2020 from Bennett Jones LLP one of Canada's most respected law firms and now works primarily with a group of related companies headquartered in Europe. Bob also serves as Director for Golo Mobile Inc.	August 2019	1,000,000	7.14%	250,000
John Campbell(2)Calgary, Alberta, Canada	An independent director and consultant and founder with experience in private equity, energy services, and banking and trust company services. He currently serves as a director on Bonterra Energy Corp. and chair of Morcado Trust Company. He was also the former president and co-founder of Odyssey Trust Company.	August 2019	300,000	2.14%	250,000

Notes:

(1) The information as to ordinary residence, principal occupation and number of common shares of the Company beneficially owned, or controlled or directed, directly or indirectly, by the nominee director and their associates and affiliates, not being within the knowledge of the Company, has been furnished by the respective nominees. Information provided as at the date of this Circular. These numbers do not include outstanding convertible securities available for exercise.

(2) Member of the audit committee of the Company (the "Audit Committee").

As at the date of this Circular, to the Company's knowledge, the Incumbent Slate Nominees, as a group, beneficially own, directly or indirectly, or exercise control or direction over 2,550,000 Common Shares, representing approximately 18.21% of the issued and outstanding Common Shares (on a non-diluted basis).

Alternate Slate

The following table sets out the names of the Alternate Slate Nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of Common Shares of the Company and options of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Circular.

Name, Province and Country of Residence(1)	Principal Occupation, Business or Employment	Director of the Company Since	Common Shares Beneficially Owned or Over Which Control or Direction, Directly or Indirectly is Exercised		Options Beneficially Owned or Over Which Control or Direction, Directly or Indirectly is Exercised
			Number	Percentage (%)
Joel Primus Vancouver, British Columbia, Canada	An entrepreneur and the original founder of Naked Underwear. He helped raise over $17 million, establishing retail distribution at Holt Renfrew, Nordstrom, Hudson's Bay and Bloomingdales. Naked completed a merger with Australian-based industry powerhouse, Bendon Lingerie, exiting in 2018. Recently, Joel co-founded Kosan, a travel clothing company which launched one of the most successful Kickstarter apparel products of all time – reaching nearly $1 million in sales in 30 days. He was one of the inaugural BC Business Top 30 under 30 Entrepreneurs and is also an author, strategic advisor and award-winning documentary filmmaker. He is the current CEO of NAKED.	N/A	Nil	Nil	Nil
Andrew Kaplan New Jersey, United States	For the past 28 years, Andrew Kaplan has served as Vice President of Barry Kaplan Associates, a leading financial public relations firm for both public and private companies in the US, Canada and the UK. During his career, Andrew has sourced over $250 million for both public and private companies. Andrew recently served on the board of directors for several Nasdaq listed companies as well as for an Exchange listed company. Previously Andrew served on the boards of Majesco Entertainment (Nasdaq), Polarity (Nasdaq), Riot Blockchain	N/A	Nil	Nil	Nil

Name, Province and Country of Residence(1)	Principal Occupation, Business or Employment	Director of the Company Since	Common Shares Beneficially Owned or Over Which Control or Direction, Directly or Indirectly is Exercised		Options Beneficially Owned or Over Which Control or Direction, Directly or Indirectly is Exercised
			Number	Percentage (%)
Michael Gheyle
British Columbia, Canada	Michael Gheyle has worked for over 30 years in international capital markets. His experience includes wealth management, derivative trading, corporate finance, institutional sales, mergers & acquisitions, venture capital and private equity as well as numerous engagements in North America and Europe. He has helped multiple companies across many industry sectors raise in excess of $100 million in aggregate. He also has held executive, board and advisory positions with a number of public and private companies. More recently, he was CEO and Chairman of Discovery Lithium Corp. He is currently a director of Oyama Capital Corp., and is acting in an advisory role to Solo Automotive Inc, ID Base Technologies, Hyperion AI Technologies, Ameriwest Lithium Inc and Nova Pacific Metals Corp.	N/A	Nil	Nil	Nil
Scott McGregor(2)
Calgary, Alberta	Currently a director of Vencanna Ventures Inc. since December 2018. He was also the former Director, Financial Services at Invest Alberta Corp. and former CEO and director of Golo Mobile Inc.	August 2019	850,000	6.07%	475,000

Notes:
(1) The information as to ordinary residence, principal occupation and number of common shares of the Company beneficially owned, or controlled or directed, directly or indirectly, by the nominee director and their associates and affiliates, not being within the knowledge of the Company, has been furnished by the respective nominees. Information provided as at the date of this Circular. These numbers do not include outstanding convertible securities available for exercise.
(2) Member of the Audit Committee.

As at the date of this Circular, to the Company's knowledge, the Alternate Slate nominees, as a group, beneficially own, directly or indirectly, or exercise control or direction over 850,000 Common Shares, representing approximately 6.07% of the issued and outstanding Common Shares (on a non-diluted basis).

NOMINEE BIOGRAPHIES
Scott McGregor, Director and Chief Executive Officer and Proposed Director of the Resulting Issuer (Age 54)

Scott McGregor is currently a director of Vencanna Ventures Inc. He has twenty years of energy and investment banking experience, in addition to experience in the payments, cannabis and e-sports industries. Mr. McGregor began his investment banking career in 1998 with Levesque Beaubien Geoffrion and his most recent investment banking position was with Mackie Research Capital Corp., where he served as a Managing Director, Investment Banking. Mr. McGregor previously held similar positions with Casimir Capital Ltd., Acumen Capital Partners and Octagon Capital Corporation. Most recently, Mr. McGregor served as the Director, Financial Services, at Invest Alberta Corp. ("IAC"). IAC is a Crown Corporation established to promote Alberta and attract high-value and high-impact investments by highlighting the quantitative and qualitative advantages the province offers. Prior thereto, Mr. McGregor was an executive at Merrco Payments Inc., an e-commerce payments platform. He has served as a director of Blackhawk Resources Corp., Golo Mobile Inc., HAW Capital Corp., Gegs Capital Corp. and UMG Media Ltd. Mr. McGregor holds a Master of Business Administration from the University of Toronto as well as a Bachelor of Arts (Hons) from Queen's University.

Marshall Mewha, Director and Chief Financial Officer (Age 48)

Marshall Mewha is an accountant with a diverse background. He is currently the Chief Financial Officer of Economic Development for the We Wai Kai Nation, Director and Chief Executive Officer and Chief Financial Officer of Golo Mobile Inc. Previously, he held the position of Vice President of Finance for Lundgren and Young Insurance Ltd., a large privately-owned insurance brokerage based in Calgary, with branch offices across the Province of Alberta. Mr. Mewha has also held senior management positions in the hospitality sector in Vancouver, British Columbia. He was the Controller for West Coast Resorts, one of the largest fly-in sports fishing operations in British Columbia, and later Chief Financial Officer of Good Hope Cannery Ltd., another sports fishing operation located in Rivers inlet. Mr. Mewha was also the Chief Financial Officer of Gegs Capital Corp., a former capital pool company and formerly Controller for the We Wai Kai Nation. Through his current and previous roles, he has over 15 years of experience assisting companies with financial reporting and management services. He holds a bachelor's degree in accounting and is a member of the Chartered Professional Accountants of British Columbia (CPA, CMA).

Robert McCue, Director (Age 67)

Robert McCue is a Canadian tax lawyer with over 35 years of experience. He retired in 2020 as partner from one of Canada's most respected law firms, Bennett Jones LLP, and now works primarily with a group of related companies headquartered in Europe. In his legal practice, Mr. McCue has provided opinions and advice with respect to various taxation matters, including dispute resolution, cross-border financings, mergers and acquisitions transactions and scientific research & experimental development related issues. Mr. McCue has acted in an executive capacity for numerous community and business related organizations, and as a member of various boards of private and public companies in the oil and gas, forestry and technology industries, including as director of Golo Mobile Inc. from April 2019 to date, and the Corporate Secretary of Toronto Stock Exchange-listed Eagle Energy Inc. from November 2010 to January 2012. Mr. McCue earned a Bachelor of Arts (with distinction) in 1981, an MBA in 1985 and an LLB (with distinction) in 1985, all from the University of Alberta.

John Campbell, Director (Age 54)

Mr. Campbell was also the former President and co-founder of Odyssey Trust Company. Mr. Campbell holds a Bachelor of Commerce, Finance with distinction from the University of Alberta, and holds an ICD.D designation from the Institute of Corporate Directors.

Joel Primus, Proposed Chief Executive Officer and Director of the Resulting Issuer (Age 39)

Joel Primus was the original founder and creative visionary behind Naked Underwear, where he helped raise over $17 million, establishing retail distribution at Holt Renfrew, Nordstrom, Hudson's Bay and Bloomingdales. Naked Underwear completed a merger with Australian-based industry powerhouse, Bendon Lingerie, in 2018, after which time he ceased to act as President of Naked Underwear. Recently, Joel co-founded Kosan, a travel clothing company which launched one of the most successful Kickstarter apparel products of all time - reaching nearly $1 million in sales in 30 days. He was one of the inaugural BC Business Top 30 under 30 Entrepreneurs and is also an author, strategic advisor and award-winning documentary filmmaker.

Andrew Kaplan, Proposed Director of the Resulting Issuer (Age 58)

For the past 28 years, Andrew Kaplan has served as Vice President of Barry Kaplan Associates, a leading financial public relations firm for both public and private companies in the United States, Canada and the United Kingdom. During his career, Andrew has sourced over $250 million for both public and private companies. Andrew recently served on the board of directors for several Nasdaq-listed companies as well as for an Exchange-listed company. Previously Andrew served on the board of directors of Majesco Entertainment (Nasdaq), Polarity (Nasdaq), Riot Blockchain (Nasdaq), Naked Brand Group Inc. (Nasdaq) and US Gold Corp. (Nasdaq). Currently, Andrew acts as capital markets advisor to Energy Fuels (NYSE) and Avino Silver & Gold (NYSE). His newest venture is Co-CEO of Sherman Theatrical Entertainment (private).

Michael Gheyle, Proposed Director of the Resulting Issuer (Age 56)

Michael Gheyle has worked for over 30 years in international capital markets. His experience includes wealth management, derivative trading, corporate finance, institutional sales, mergers & acquisitions, venture capital and private equity as well as numerous engagements. Mr. Gheyle has developed a passion for assisting companies navigate the public markets both in North America and in Europe. He has helped multiple companies across many industry sectors raise in excess of $100 million in aggregate. He also has held executive, board and advisory positions with a number of public and private companies. More recently, Mr. Gheyle was CEO and Chairman of Discovery Lithium Corp. He currently is a director of Oyama Capital Corp., and is acting in an advisory role to Solo Automotive Inc, ID Base Technologies, Hyperion AI Technologies, Ameriwest Lithium Inc and Nova Pacific Metals Corp.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

Cease Trade Orders

To the knowledge of the Company, none of the Nominees are, or within 10 years prior to the date of this Circular have been, a director or executive officer of any company that, while such person was acting in that capacity, was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an "Order").

To the knowledge of the Company, none of the Nominees was the subject of an Order that was issued after the Nominee ceased to be a director or executive officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Corporate Bankruptcies

To the knowledge of the Company, none of the Nominees are, or within 10 years prior to the date of this Circular have been, a director or executive officer of any company (including the Company) that, while 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.

Personal Bankruptcies

To the knowledge of the Company, none of the Nominees have, within 10 years prior to the date of this Circular, become bankrupt, made a proposal under any bankruptcy or insolvency legislation, been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold their assets.

Penalties or Sanctions

To the knowledge of the Company, none of the Nominees have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, or have entered into a settlement agreement with a securities regulatory authority, or 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 or making an investment decision.

5. APPOINTMENT OF AUDITORS

The Shareholders will be asked to appoint the auditor of the Company. Ordinarily, that would involve re-appointing KPMG LLP ("KPMG"), the Company's current auditors (the "Incumbent Auditor"), who have been auditors of the Company since August 1, 2019, to hold office until the next annual meeting of Shareholders. However, if the Qualifying Transaction is completed, it will be desirable to change the auditor of the Resulting Issuer. In such circumstance, the Shareholders will be asked to consider appointing DMCL Chartered Professional Accountants ("DMCL") as auditor of the Resulting Issuer (the "Alternate Auditor").

In order to avoid changing the auditor of the Company should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of Resulting Issuer Shareholders to approve a change of auditor if the Qualifying Transaction is completed, Shareholders will be asked at the Meeting to consider, and if deemed appropriate, to pass, with or without variation, an ordinary resolution appointing KPMG as auditor of the Company effective from the date of the Meeting, provided that if the Qualifying Transaction is completed, DMCL will be appointed as auditor of the Resulting Issuer effective 12:01 a.m. (Vancouver time) upon the effective day of the Qualifying Transaction (the "Auditor Change Time"), the full text of which is included in Appendix "A" – Auditor Resolution (the "Auditor Resolution").

KPMG has agreed to resign as the auditor of the Company at the Auditor Change Time. The determination not to re-appoint KPMG as auditor of the Resulting Issuer upon completion of the Qualifying Transaction has been made in the context of the Qualifying Transaction and not because of any "reportable event" (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations).

If the Auditor Resolution is approved by Shareholders and the Qualifying Transaction is completed, DMCL will be appointed as the auditor of the Resulting Issuer effective at the Auditor Change Time. At the time of the Meeting, the Qualifying Transaction will not yet have been completed and there can be no assurance at that time that the Qualifying Transaction will be completed.

In absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Auditor Resolution. The Board unanimously recommends that Shareholders vote FOR the Auditor Resolution.

The full text of the Auditor Resolution is set forth in Appendix "A" – Auditor Resolution.

6. APPROVAL OF CONTINUANCE

The Company presently exists under the ABCA. In connection with the Qualifying Transaction, the Board believes it to be in best interest of the Company to continue the Company out of the Province of Alberta into the Province of British Columbia whereafter the Company will be subject to the BCBCA and to adopt new notice of articles and articles in accordance with the BCBCA.

The Company was incorporated under the laws of the Province of Alberta and is subject to the provisions of the ABCA. At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution, the full text of which is included in Appendix "A" – Continuance Resolution (the "Continuance Resolution") approving and authorizing the Board, in its sole discretion, to apply for the discontinuance of the Company from the jurisdiction of the Province of Alberta under the ABCA (on the ABCA Registrar (as defined below) being satisfied that the Continuance (as defined below) will not adversely affect creditors or Shareholders) and to continue the Company into the Province of British Columbia whereafter the Company will be subject to the BCBCA (the "Continuance"). In addition to Shareholder approval, the Continuance is subject to the approval of the Exchange.

If the Continuance is approved by Shareholders, the Company intends to file with the British Columbia Registrar of Companies (the "BC Registrar"), under the BCBCA, a continuation application. The continuation application will include the Company's Proposed Articles. As part of the Continuance Resolution, Shareholders will also be asked to approve the adoption by the Company of the new notice of articles and articles, which comply with the requirements of the BCBCA, in substitution for the existing articles and by-laws of the Company and any amendments thereto to date. Upon the effectiveness of the Continuance, the existing articles and by-laws of the Company will cease to apply to the Company and the corporate affairs of the company will thereafter be governed by the BCBCA and the Proposed Articles, as if it had been originally incorporated as a British Columbia company. The Proposed Articles are attached as Appendix "B" to this Circular.

The Continuance may affect certain rights of Shareholders as they currently exist under the ABCA and the provisions of its constating documents. Shareholders should consult their legal advisors regarding implications of the Continuance, which may be of particular importance to them.

Section 305 of the BCBCA provides that when a corporation incorporated outside of the BCBCA continues under the BCBCA:

(a) the BCBCA applies to the continued company to the same extent as if the company had been incorporated under this Act,

(a.1) the continued company has, as its notice of articles, the notice of articles contained in the continuation application,

(b) the property, rights and interests of the foreign corporation continue to be the property, rights and interests of the company,

(d) an existing cause of action, claim or liability to prosecution is unaffected,

(e) a legal proceeding being prosecuted or pending by or against the foreign corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the company, and
(f) a conviction against, or a ruling, order or judgment in favour of or against, the foreign corporation may be enforced by or against the company.

Reason for Continuance

The Board has determined that the Continuance is in the best interest of the Company because, following the closing of the Proposed Transaction, the mind and management of the Company will be located in the Province of British Columbia. The Board believes that Shareholders will have substantially the same rights under the BCBCA as those that were available to them under the ABCA.

Continuance Process

In order to effect the Continuance, the following steps must be taken:

the Company must obtain the approval of its Shareholders to the Continuance by way of the Continuance Resolution, being a special resolution to be passed by not less than two-thirds of the votes cast at the Meeting in person or by proxy;
the Company must make a written application to the ABCA Registrar under the ABCA for consent to continue under the BCBCA, such written application to establish to the satisfaction of the ABCA Registrar that the proposed Continuance will not adversely affect the Company's creditors or Shareholders;
once the Continuance Resolution is passed and the Company has obtained the consent of the ABCA Registrar under the ABCA, to obtain a certificate of continuation (the "Certificate of Continuance") under the BCBCA, the Company must file with the BC Registrar a continuation application along with the consent of the ABCA Registrar under the ABCA, and certain prescribed documents under the BCBCA, including the proposed articles that the Company will have once it is continued into British Columbia;
on the date shown on the Certificate of Continuance, the Company will become a company registered under the BCBCA as if it had been incorporated under the BCBCA; and
the Company must then file a copy of the Certificate of Continuation with the ABCA Registrar and receive a certificate of discontinuance under the ABCA (the "Certificate of Discontinuance").

Effect of the Continuance

Upon receipt of the Certificate of Continuance, the Company will become subject to the BCBCA as if it had been incorporated under the BCBCA, and upon receipt of the Certificate of Discontinuance, the ABCA will cease to apply to the Company, thereby completing the Continuance. The Continuance will not create a new legal entity, affect the continuity of the Company or result in a change in its business. However, the Continuance will affect certain rights of Shareholders as they currently exist under the ABCA and the Company's existing articles and by-laws. Set out below under "Comparison of the ABCA and the BCBCA" is a summary of some of the key differences in corporate law between the ABCA and the BCBCA.

Comparison of the ABCA and the BCBCA

Charter Documents

Under the BCBCA, the charter documents consist of: (i) the notice of articles, which sets forth, among other things, the name of the company, and the amount and type of authorized capital, and indicates if there are any

rights and restrictions attached to the shares; and (ii) the articles, which govern the management of the company. The notice of articles is filed with the BC Registrar, and the articles are filed only with the company's registered and records office.

Similarly, under the ABCA, the charter documents consist of: (i) the articles, which set forth, among other things, the name of the company, the amount and type of authorized capital, whether there are any restrictions on the transfer of shares of the company, the number of directors (or the minimum and maximum number of directors), any restrictions on the business that the company may carry on and other provisions such as the ability of the directors to appoint additional directors between annual meetings; and (ii) the by-laws, which govern the management of the company. The articles are filed with the ABCA Registrar, and the by-laws are filed only with the company's registered and records office.

Except as otherwise described below and herein, the Continuance and the adoption of notice of articles and the Proposed Articles will not result in any substantive changes to the constitution, powers or management of the Company, except as otherwise described herein.

Amendments to Charter Documents

Any substantive change to the corporate charter of a company under the BCBCA, such as an alteration of the restrictions, if any, on the business carried on by a company, or an alteration of the special rights and restrictions attached to issued shares requires a resolution passed by the majority of votes specified by the articles of the company or, if the articles do not contain such a provision, a special resolution passed by not less than two-thirds of the votes cast on the resolution.

Under the ABCA, such changes require a special resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class or series of shares are affected differently by the alteration than the rights of the holders of other classes of shares, or in the case of holders of a series of shares, in a manner different from other shares of the same class, a special resolution passed by not less than two-thirds of the votes cast by the holders of shares of each class, or series, as the case may be, whether or not they are otherwise entitled to vote.

In addition, other fundamental changes such as a proposed amalgamation or continuation of a company out of the jurisdiction require a special resolution passed by not less than two-thirds of the votes cast on the resolution by holders of shares of each class entitled to vote at a general meeting of the company.

Alterations of Share Structure and Change of Name

Under the BCBCA, if specified in the articles, the board of directors is provided with the flexibility to approve the alteration of the share structure of the company to effect, among other things, the creation of classes of shares, a consolidation of its issued shares or an increase or decrease in the authorized share capital of the company (collectively "Share Structure Alterations"). Under the ABCA, in order to effect Share Structure Alterations, a special resolution of the shareholders of the company is required.

Similarly, under the BCBCA, the board of directors may resolve to change the name of the company. Under the ABCA, in order to effect a change of name of the company, a special resolution of the shareholders is required.

Requisite Shareholder Approval Thresholds

Under the BCBCA, the shareholder approval thresholds for certain fundamental matters (being an arrangement, conversion, amalgamation, a sale, lease or a disposition of all or substantially all of a company's

undertaking, continuation or liquidation) are specified. However, in all other matters, a company under the BCBCA can use its articles to establish the required shareholder approval thresholds. In addition, where the BCBCA specifies that a special resolution is required to pass certain matters, the company can use its articles to specify the percentage of votes required to pass a special resolution provided the specified percentage is not less than two-thirds and not more than three-quarters of the votes cast.

The ABCA does not provide flexibility with respect to the level of shareholder approval required for ordinary resolutions and special resolutions. Under the ABCA, an ordinary resolution must be passed by a majority of the votes cast by shareholders entitled to vote with respect to the resolution and a special resolution must be passed by not less than two-thirds of the votes cast by the shareholders entitled to vote with respect to the resolution.

Sale of Undertaking

Under the BCBCA, a company may sell, lease or otherwise dispose of all, or substantially all, of the undertaking of the company if it does so in the ordinary course of its business or if it has been authorized to do so by a special resolution passed by the majority of votes that the articles of the company specify is required (being not less than two-thirds and not more than three-quarters of the votes cast on the resolution).

The ABCA requires approval of the holders of the shares of a corporation represented at a duly called meeting by not less than two-thirds of the votes cast upon a special resolution for a sale, lease or exchange of all or substantially all of the "property" (as opposed to the "undertaking") of the corporation, other than in the ordinary course of business of the corporation. Each share of a corporation carries the right to vote in respect of a sale, lease or exchange of all or substantially all of the property of the corporation whether or not it otherwise carries the right to vote. Holders of shares of a class or series can vote only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

While the shareholder approval thresholds will be the same under the BCBCA and the ABCA, there are differences in the nature of the sale which requires such approval, i.e., a sale of all or substantially all of the "undertaking" under the BCBCA and of all or substantially all of the "property" under the ABCA. The BCBCA also exempts certain dispositions by way of security interest, certain limited leases and certain transactions involving affiliates.

Both statutes offer dissent rights in the case of such a transaction.

Right of Dissent and Appraisal

The BCBCA provides that shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable in respect of:

(a) a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

(b) a resolution to adopt an amalgamation agreement;

(d) a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

(f) a resolution to authorize the Continuance of the company into a jurisdiction other than British Columbia;

(g) any other resolution, if dissent is authorized by the resolution; or
(h) any court order that permits dissent.

The ABCA contains a similar dissent remedy, subject to certain qualifications. Regarding (b) and (c) above, under the ABCA, there is no right of dissent in respect of an amalgamation between a corporation and its wholly-owned subsidiary, or between wholly-owned subsidiaries of the same corporation. The ABCA also contains a dissent remedy where a corporation resolves to amend its articles to add, change or remove any provisions restricting or constraining the issue, or transfer of shares of a class.

Oppression Remedies

Under the BCBCA, a shareholder of a company has the right to apply to the court on the ground that:

(a) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant; or
(b) that some act of the company has been done or threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant.

On such an application, the court may make any interim or final order it considers appropriate including an order to prohibit any act proposed by the company.

The ABCA contains rights that are substantially broader in that they are available to a larger class of complainants. Under the ABCA, a shareholder, former shareholder, director, former director, officer, or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of the court, is a proper person to seek an oppression remedy, may apply to the court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or the powers of the directors of the corporation or its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director, or officer.

Shareholder Derivative Actions

Under the BCBCA, a shareholder or director of a company may, with leave of the court, bring an action in the name and on behalf of the company to enforce a right, duty or obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such a right, duty or obligation.

A broader right to bring a derivative action is contained in the ABCA, and this right also extends to officers, former shareholders, former directors, and former officers of a corporation or its affiliates, and any person, who, in the discretion of the court, is a proper person to make an application to the court to bring a derivative action. In addition, the ABCA permits derivative actions to be commenced, with leave of the court, in the name and on behalf of a corporation or any of its subsidiaries.

Shareholders' Proposals

A shareholder of a corporation incorporated under the ABCA who is entitled to vote may submit notice of a shareholder proposal. To be eligible to make a proposal, a person must:

(a) be a registered holder or beneficial owner of a prescribed number of shares for a prescribed period. Under the regulations currently in effect, the prescribed number of shares is the number of voting

shares (i) that is equal to at least 1% of all issued voting shares of the corporation as of the day on which the registered holder or beneficial owner of the shares submits a proposal, or (ii) whose fair market value as determined as of the close of business on the day before the registered holder or beneficial owner of the shares submits the proposal is at least $2,000. Under the regulations currently in effect, the prescribed period is the 6-month period immediately before the day on which the registered holder or beneficial owner of the shares submits the proposal;

(b) have the prescribed level of support of other registered holders or beneficial owners of shares. Under the regulations currently in effect, the prescribed level of support for the proposal by other registered holders or beneficial owners of shares is at least 5% of the issued voting shares of the corporation;

(c) provide to the corporation their name and address and the names and addresses of those registered holders or beneficial owners of shares who support the proposal; and

(d) continue to hold or own the prescribed number of shares up to and including the day of the meeting at which the proposal is to be made.

In comparison, a person submitting a proposal under the BCBCA must have been a registered owner or beneficial owner of one or more shares carrying the right to vote at general meetings and must have owned such shares for an uninterrupted period of at least two years before the date of signing the proposal. Similar to the requirements of the ABCA, the proposal must be signed by shareholders who, together with the submitter, are registered or beneficial owners of: (a) at least 1% of the issued shares of the corporation that carry the right to vote at general meetings; or (b) shares with a fair market value exceeding an amount prescribed by regulation (currently $2,000).

Requisition of Meetings

The BCBCA provides that one or more shareholders of a company holding not less than 5% of the issued voting shares of the company may give notice to the directors requiring them to call and hold a general meeting within four months.

The ABCA permits holders of not less than 5% of the issued shares that carry the right to vote at a meeting to require the directors to call and hold a meeting of shareholders of a company for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.

Place of Meetings

The BCBCA provides that meetings of shareholders may be held at the place outside of British Columbia provided by the articles, or as approved in writing by the BC Registrar before such meeting is held, or approved by an ordinary resolution (provided that such a location outside of British Columbia is not restricted as a location for meetings under the articles). The ABCA provides that meetings of shareholders may be held at the place outside Canada provided by the articles, or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

Directors

Both the BCBCA and ABCA provide that a public company in the case of the BCBCA and a distributing corporation in the case of the ABCA must have a minimum of three directors.

Under the ABCA, directors may be removed by ordinary resolution whereas under the BCBCA, directors may be removed by a special resolution or, if the by-laws of a company otherwise provide that a director may be removed by a resolution of the shareholders entitled to vote at general meetings passed by less than a special majority or may be removed by some other method, by the resolution or method specified.

Continuance Resolution Dissent Rights

The following description of dissent rights to which dissenting Shareholders are entitled is not a comprehensive statement of the procedures to be followed by a dissenting Shareholder who seeks payment of the fair value of such dissenting Shareholder's Common Shares and is qualified in its entirety by the reference to the full text of Section 191 of the ABCA, which is attached to this Circular as Appendix "C".

The ABCA requires strict adherence to the procedures established therein and failure to do so may result in the loss of all dissenters' rights. Accordingly, each Shareholder who might desire to exercise the dissenters' rights should carefully consider and comply with the provisions of the section and consult such Shareholder's legal advisor.

Shareholders are entitled to dissent in respect of the Continuance in accordance with section 191 of the ABCA. Strict compliance with the provisions of section 191 is required in order to exercise the right to dissent. Provided the Continuance becomes effective, each dissenting Shareholder will be entitled to be paid the fair value of their Common Shares in respect of which such Shareholder dissents in accordance with section 191 of the ABCA, determined as of the close of business on the last business day before the day on which the Continuance Resolution was adopted. Persons who are beneficial owners of Common Shares registered in the name of a broker, custodian, nominee or other Intermediary who wish to dissent should be aware that only the registered holders of such Common Shares are entitled to dissent.

Accordingly, a beneficial owner of Common Shares desiring to exercise their right to dissent must make arrangements for the Common Shares beneficially owned by such person to be registered in their name, or alternatively, make arrangements for the registered holder of their Common Shares to dissent on their behalf. See Appendix "C" for the full text of section 191 of the ABCA.

In order to be effective, a written notice of objection to the Continuance Resolution must be received by the Company prior to the commencement of the Meeting, or at the Meeting. The registered address of the Company located at 4500, 855 - 2nd Street S.W. Calgary, Alberta, T2P 4K7 Canada; Attention HAW Capital 2 Corp. The foregoing summary does not purport to provide a comprehensive statement of the procedures to be followed by a dissenting Shareholder who seeks payment of the fair value of their Common Shares.

The above is intended only to be a brief summary of the dissenting shareholder provisions of the ABCA. A shareholder of the Company wishing to exercise a right to dissent should seek independent legal advice. Failure to comply strictly with the provisions of the statute may prejudice the right of dissent.

In absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Continuance Resolution The Board unanimously recommends that Shareholders vote FOR the Continuance Resolution.

The full text of the Continuance Resolution is set forth in Appendix "A" – Continuance Resolution.

In accordance with the policies of the Exchange, the Continuance requires prior approval of the Exchange, which management of the Company proposes to seek following receipt of Shareholder approval at the Meeting.

7. APPROVAL OF NAME CHANGE

In connection with the Qualifying Transaction, the Company wishes to effect a name change from "HAW Capital 2 Corp." to "NAKED Revival Inc." immediately prior to the Continuance, conditional and effective upon the completion of the Qualifying Transaction, through an amendment of its articles.

To effect the name change, the Company is required, pursuant Section 173(1) of the ABCA, to obtain approval of not less than two-thirds of the votes cast by the Shareholders at the Meeting in person or by proxy (the "Name Change Resolution").

In absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Name Change Resolution The Board unanimously recommends that Shareholders vote FOR the Name Change Resolution.

The full text of the Name Change Resolution is set forth in Appendix "A" – Name Change Resolution.

In accordance with the policies of the Exchange, the change of the Company's name requires prior approval of the Exchange, which management of the Company proposes to seek following receipt of Shareholder approval at the Meeting.

8. APPROVAL OF EXISTING PLAN

At the Meeting, Shareholders will be asked to approve an ordinary resolution (the "Existing Plan Resolution") to ratify and re-approve the Company's stock option plan (the "Existing Plan"), attached as Appendix "D" to this Circular, for the ensuing year, and that was originally adopted by the Company on February 24, 2020 and subsequently amended on June 24, 2021. The Existing Plan was last approved by Shareholders on August 28, 2024. In order to be effective, the Existing Plan Resolution must be passed by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. If the Existing Plan Resolution is not approved by the Shareholders at the Meeting, then all options of the Company (each, an "Option") which have already been granted pursuant to the Existing Plan will not be affected; however, the Company will not be permitted to make further grants under the Existing Plan until Shareholder approval is obtained. In addition, Options that are redeemed, or which terminate or expire shall not be available for re-grant until the requisite Shareholder approval is obtained. A summary of the terms of the Existing Plan is included under the heading "Securities Authorized for Issuance under Equity Compensation Plans – Existing Plan" in this Circular.

The Existing Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company, or any subsidiary of the Company, the option to purchase Common Shares. The Existing Plan provides for a floating maximum limit of 10% of the outstanding Common Shares as permitted by the policies of the Exchange. As at the date hereof, this represents 1,400,000 Common Shares available for issuance under the Existing Plan. As at the date hereof, outstanding options to purchase a total of 1,400,000 Common Shares have been issued to directors, officers, employees and consultants of the Company and remain outstanding. The Exchange requires all listed companies with a 10% rolling stock option plan to obtain annual shareholder approval of such a plan.

The foregoing summary of the Existing Plan is qualified in its entirety with reference to the full text of the Existing Plan, a copy of which is attached hereto as Appendix "D".

In absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Existing Plan Resolution The Board unanimously recommends that Shareholders vote FOR the Existing Plan Resolution.

The full text of the Existing Plan Resolution is set forth in Appendix "A" – Existing Plan Resolution.

For additional information and a detailed description of the Existing Plan, please see "Securities Authorized for Issuance under Equity Compensation Plans –Existing Plan".

APPROVAL OF OMNIBUS PLAN

In connection with the Qualifying Transaction, the Board proposes to adopt a new equity incentive compensation plan (the "Omnibus Plan"). The adoption and implementation of the Omnibus Plan is subject to the completion of the Qualifying Transaction and the approval of disinterested Shareholders, that is those who are not eligible to participate in the Omnibus Plan, at the Meeting by an ordinary resolution (the "Omnibus Plan Resolution"). The Omnibus Plan is intended to replace the Existing Plan, conditional and effective upon the completion of the Qualifying Transaction. The complete Omnibus Plan is set out in Appendix "E" appended to this Circular and a summary of its material terms is provided below. Capitalized terms used but not otherwise defined in this section shall have the meanings given to them in the Omnibus Plan.

Any existing Options that were granted prior to the effective date of the Omnibus Plan pursuant to the Existing Plan will continue in accordance with their terms. Upon the effective date of the Omnibus Plan, however, Options shall no longer be granted pursuant to the Existing Plan.

The purpose of the Omnibus Plan is to provide a variety of equity-based incentives, including Options, restricted share units ("RSUs"), performance share units ("PSUs" and together with the RSUs, "Share Units") and deferred shared units ("DSUs" and together with the Options and Share Units, the "Awards"), for employees, officers, consultants, directors and management consultants to continue their services for the Company or a subsidiary and to reward such participants for their performance of services. The Omnibus Plan will provide a means through which the Company or a subsidiary may attract and retain able persons to enter into its employment or into contractual arrangements.

The Omnibus Plan will allow the Board to grant Awards to provide incentives to employees, officers, consultants, directors and management consultants of the Company and its subsidiaries (the "Eligible Participants"). Awards may be granted at any time and from time to time to achieve the purposes of the Omnibus Plan set out above. Participation in the Omnibus Plan is voluntary and, if an Eligible Participant agrees to participate, the grant of Awards will be evidenced by an option agreement, a Share Unit agreement or DSU agreement, as applicable, with each such Eligible Participant. The interest of any Eligible Participant in any Award is non-assignable and non-transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the Participant.

The total number of Common Shares reserved and available for the grant and issuance of the Awards will be a rolling number equal to 10% of the Company's issued and outstanding Common Shares, from time to time. The Common Shares outstanding on completion of the Qualifying Transaction will include the Common Shares held by current Shareholders and all Common Shares to be issued in connection with the Qualifying Transaction, including all Common Shares issued to former holders of NAKED Shares in connection with the Qualifying Transaction and any Common Shares issued in connection with the Concurrent Financing.

Key Terms of the Omnibus Plan

Eligible Participants

In respect of a grant of Options, an Eligible Participant is any Director, Officer, Employee, Consultant or Investor Relations Service Providers of the Company or any of its Subsidiaries. In respect of Share Units, an Eligible Participant is any Director, Officer, Employee or Consultant of the Company or any of its Subsidiaries (other than Investor Relations Service Providers). In respect of a grant of DSUs, an Eligible Participant is any Non-Employee Director (other than Investor Relations Service Providers).

Award Types

Options, PSUs, RSUs and DSUs.

Administration of Plan

The Omnibus Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board. Subject to the terms of the Omnibus Plan, applicable law and the rules of the applicable Exchanges, the Board (or its delegate) will have the power and authority to (i) designate the Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a "Participant"), (ii) fix the number of Awards, if any, to be granted to each Eligible Participant and the date or dates on which such Awards shall be granted, (iii) determine the terms and conditions of any Award, including any vesting conditions, Performance Criteria, Performance Period or otherwise as permitted by the Omnibus Plan and the rules of any Exchanges, and (iv) make such amendments to the Omnibus Plan and Awards made under the Omnibus Plan as are permitted by the Omnibus Plan, and provided that, unless permitted under the applicable rules of any Exchange, no Award shall vest before the one-year anniversary from the date of grant.

Number of Common Shares

The total number of Common Shares reserved and available for grant and issuance pursuant to Awards under the Omnibus Plan must not exceed 10% of the Outstanding Issue, less the number of Common Shares reserved for issuance pursuant to any other Share Compensation Arrangement, if any, at any time. The share reserve will also be impacted by the "Share Counting" definitions as set out below.

Share Counting

Each Common Share subject to an Option, Share Unit or DSU shall be counted as reserving one Common Share under the Omnibus Plan.

Share Recycling

If an outstanding Award under the Omnibus Plan (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if an outstanding Award (or portion thereof) is settled in cash and not Common Shares or if Common Shares acquired pursuant to such outstanding Award subject to forfeiture are forfeited, the Common Shares covered by such Award, if any, will again be available for issuance under the Omnibus Plan. Common Shares will not be deemed to have been issued pursuant to the Omnibus Plan with respect to any portion of an Award that is settled in cash.

Term

Options: The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted. All unexercised Options shall be cancelled, without any compensation, at the expiry of such Options.
Share Units: The Board shall determine, at the time of granting the Share Units, the date or dates on which such Share Units shall be granted and the relevant conditions, vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and Restriction Period of such Award. Vesting conditions may, without limitation, be based on the passage of time during continued employment (or other service relationship) or the achievement of specified Performance Criteria, or both.

DSUs: The Board shall determine, at the time of granting the DSUs, the date or dates on which such DSUs shall be granted and the relevant conditions and vesting provisions. DSUs shall only vest, and a Participant is only entitled to redemption of a DSU, when the Participant ceases to be a director, officer or employee of the Company for any reason, including termination, retirement or death.

Redemption:

Options: An Option is exercisable by delivering a fully completed Exercise Notice specifying the number of Common Shares in respect of which the Option is being exercised and shall be accompanied by payment, in full, of (i) the Option Price multiplied by the number of Options being exercised as specified in such notice, and (ii) such amount in respect of tax obligations as the Company may require. As soon as practicable after such exercise but no later than ten Business Days following such exercise, the Company shall cause the transfer agent and registrar of the Common Shares to issue the aggregate number of Common Shares as specified in the Exercise Notice in certificated or uncertificated form, as permitted by the Omnibus Plan. A Participant also has the option, when entitled to exercise an Option, to deal with such Option on a "cashless exercise" or "net exercise" basis in accordance with the terms of the Omnibus Plan.
Share Units / DSUs: A Participant's vested Share Units or DSUs shall be redeemed in consideration for a cash payment or the issuance of Common Shares on the applicable Redemption Date. Any cash payment to which the Participant is entitled, subject to applicable tax obligations, shall be paid to the Participant by the Company in cash, by cheque or by such other payment method as the Company and the Participant may agree. Where the Company has elected to settle all or a portion of the Participant's vested Share Units or DSUs in Common Shares issued from treasury, the Company shall deliver to the Participant the number of Common Shares to which the Participant is entitled in certificated or uncertificated form, as permitted by the Omnibus Plan.

Participation Limits:

Unless the Company has obtained the requisite disinterested Shareholder approval as required by the rules of any Exchange:

the maximum number of Common Shares that are issuable to Insiders, at any time, pursuant to the Omnibus Plan and all other share-based compensation arrangements of the Company is 10% of the Outstanding Issue; and
the maximum number of Common Shares issued to Insiders, within any twelve month period, pursuant to the Omnibus Plan and all other share-based compensation arrangements of the Company is 10% of the Outstanding Issue.

The maximum number of Common Shares that may be made issuable to certain Participants, are subject to the following limitations:

the maximum number of Common Shares that may be made issuable pursuant to Awards made to any person, including employees and Non-Employee Directors, within any one-year period shall not exceed 5% of the Outstanding Issue calculated as at the date any Award is granted or issued to such person (unless the Company has obtained the requisite disinterested Shareholder approval as required by the rules of any Exchange);
the maximum aggregate number of Common Shares that are issuable pursuant to all Awards granted or issued in any twelve month period to any one Consultant must not exceed 2% of the number of

Common Shares issued and outstanding, calculated as at the date any Award is granted or issued to the Consultant;

the maximum aggregate number of Common Shares that are issuable pursuant to all Options granted in any twelve month period to all Investor Relations Service Providers in aggregate must not exceed 2% of the number of Common Shares issued and outstanding, calculated as at the date any Option is granted to any such Investor Relations Service Provider; and
Investor Relations Service Providers may not receive any Awards other than Options.

Effect of Termination on Awards:

Each Option shall be subject to the following:

Resignation: Any unvested Option granted to such Participant will terminate and become void immediately upon such resignation. Any vested Option held by such Participant will cease to be exercisable on the earlier of (i) 90 days after the Participant's Termination Date, and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
Termination for Cause: Any vested or unvested Option granted to such Participant will terminate automatically and become void immediately. The determination by the Company that the Participant was discharged for Cause shall be binding on the Participant. "Cause" shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Company's codes of conduct and any other reason determined by the Company to be Cause for termination.
Termination not for Cause: Any unvested Option granted to such Participant will terminate and become void immediately. Any vested Option granted to such Participant may be exercised by such Participant, subject to the limitations set forth in the Omnibus Plan. Unless otherwise determined by the Board, in its discretion, such vested Option shall only be exercisable until the earlier of (i) 90 days after the Participant's Termination Date (or such later date as the Board may, in its discretion, determine), and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
Retirement or Permanent Disability: Any unvested Option granted to such Participant will terminate and become void immediately. Any vested Option held by such Participant will cease to be exercisable on the earlier of (i) 90 days from the date of Retirement or the date on which the Participant ceases their employment or service relationship with the Company or any Subsidiary by reason of permanent disability, and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
Death: Each unvested Option granted to such Participant will terminate and become void immediately. Each vested Option held by such Participant on the Termination Date may be exercised by the legal representative of the Participant, provided that any such vested Option shall cease to be exercisable on the earlier of (i) the date that is 12 months after the Participant's death, or (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.
Leave of Absence: Upon a Participant electing a voluntary leave of absence of more than twelve months, including maternity and paternity leaves, the Board may determine, in its discretion, but subject to applicable laws, that such Participant's participation in the Omnibus Plan shall be terminated, provided that all vested Options in the Participant's Account will remain outstanding and in effect until the applicable exercise date, or an earlier date determined by the Board in its discretion.

Each Share Unit and/or DSU shall be subject to the following:

Termination for Cause and Resignation. The Participant's participation in the Omnibus Plan will be terminated immediately, all Share Units and/or DSUs credited to such Participant's Account that have not vested will be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units and/or DSUs will be forfeited and cancelled on the Termination Date; provided, however, that any Participant (or the Participant's legal representative) shall not forfeit their entitlement to any DSUs as a result of the occurrence of any of the events set forth in Section 6.3 of the Omnibus Plan.
Death, Retirement, Leave of Absence or Termination of Service. Upon a Participant electing a voluntary leave of absence, or upon a Participant ceasing to be Eligible Participant as a result of (a) death, (b) retirement, (c) Termination of Service for reasons other than for Cause, (d) their employment or service relationship with the Company or a Subsidiary being terminated by reason of injury or disability or (e) becoming eligible to receive long-term disability benefits, all unvested Share Units in the Participant's Account as of such date relating to a Restriction Period in progress shall be forfeited and cancelled. Notwithstanding the foregoing, if the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested Share Units, the date of such action is the Vesting Date, so long as no Share Units vest before the one year anniversary of being granted unless in connection with a Change of Control or the death of a Participant.

Change of Control:

In the event of a Change of Control, the Board will have the power, in its sole discretion, to modify the terms of the Omnibus Plan and/or the Awards to assist the Participants to tender into a take-over bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consumption of such Change of Control, and (ii) permit Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Common Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If the proposed Change of Control is not completed within the prescribed time, (i) the conditional exercise of vested Options shall be deemed to be null, void, and of no effect; (ii) Common Shares issued pursuant to the vested Options shall be returned; and (iii) the original terms of the Options will apply.

Assignment:

Each Award granted under the Omnibus Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

Amendment:

The Board may suspend or terminate the Omnibus Plan at any time, or from time to time amend or revise the terms of the Omnibus Plan or any granted Award, without the consent of the Participants, provided that such suspension, termination, amendment or revision will (i) not adversely alter or impair the rights of any Participant without the consent of such Participant (except as permitted by the Omnibus Plan), and (ii) be in compliance with applicable law.

The Board may, from time to time, without approval of the Shareholders of the Company, make the following amendments to the Omnibus Plan:

any amendment necessary to comply with applicable law (including taxation laws), or the requirements of the Exchange (or any other stock exchange on which the Common Shares are listed) or any other regulatory body;
any amendment of a "housekeeping" nature, including to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other provision of the Omnibus Plan, correct any grammatical or typographical errors, or amend the definitions in the Omnibus Plan; and
any amendment regarding the administration of the Omnibus Plan.

The Board shall be required to obtain Shareholder approval, or disinterested Shareholder approval, where applicable, to make the following amendments:

any increase to the maximum number of Common Shares issuable under the Omnibus Plan, except in the event of an adjustment pursuant to the Omnibus Plan;
except in the case of an adjustment pursuant to the Omnibus Plan, any amendment which reduces the Option Price of an Option or any cancellation of an Option and replacement of such Option with an Option with a lower Option Price;
any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit, beyond the original expiry date or Restriction Period;
any amendment which would permit Awards granted under the Omnibus Plan to be transferable or assignable, other than for normal estate settlement purposes;
any amendment to the participation limits under the Omnibus Plan; and
any amendment to the definition of an Eligible Participant under the Omnibus Plan.

Common Shares Available for Awards

As outlined above, the aggregate maximum number of Common Shares reserved for issuance pursuant to the Omnibus Plan, together with any Common Shares underlying or made issuable pursuant to awards granted or issued by the Company under any other share compensation arrangement of the Company (including pursuant to the Existing Plan), shall not exceed 10% of the outstanding Common Shares at any time.

As at the date of this Circular, 1,400,000 Options were granted under the Existing Plan (representing less than 10% of the Company's outstanding Common Shares). If the Qualifying Transaction is completed and upon the effective date of the Omnibus Plan, Options shall no longer be granted pursuant to the Existing Plan and shall only be granted pursuant to the Omnibus Plan.

The Board and management of the Company recommend the approval of the adoption of the Omnibus Plan. To be effective, this Omnibus Plan Resolution must be approved by not less than a majority of the votes cast by the disinterested holders of Common Shares present in person or represented by proxy at the Meeting.

The Board is authorized, in its sole discretion, to determine not to proceed with the adoption of the Omnibus Plan after the Meeting and after receipt of necessary Shareholder and regulatory approvals, without further

action on the part of Shareholders. The adoption of the Omnibus Plan by the Company is also conditional upon the Company obtaining all necessary regulatory consents.

In absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Omnibus Plan Resolution The Board unanimously recommends that Shareholders vote FOR the Omnibus Plan Resolution.

The full text of the Omnibus Plan Resolution is set forth in Appendix "A" – Omnibus Plan Resolution.

10. OTHER BUSINESS

The Board knows of no other matters to come before the Meeting other than as referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgement of the person voting such proxy.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation of Named Executive Officers: Compensation Discussion & Analysis

The purpose of this statement of executive compensation on Form 51-102F6V – Statement of Executive Compensation-Venture Issuers ("Form 51-102F6V") is to describe and explain the Company's executive compensation strategy, philosophy, objectives and processes and to discuss compensation decisions made by the Company in Fiscal 2024. In this Form 51-102F6V, a Named Executive Officer ("NEO") means each of the following individuals for Fiscal 2024: (i) the Company's President and Chief Executive Officer (the "CEO"); (ii) the Company's Chief Financial Officer (the "CFO").

Based on the foregoing definitions, the Company's NEOs in respect of Fiscal 2024 were: (i) Scott McGregor, CEO and director of the Company, and (ii) Marshall Mewha, CFO and director of the Company.

The general objectives of the Board's compensation decisions are:

to encourage management to achieve a high level of performance and results with a view to increasing long-term shareholder value; and
to align management's interests with the long-term interest of shareholders.

Compensation of Named Executive Officers:

The Company was a capital pool company (as defined in the Exchange's Capital Pool program) during Fiscal 2024. Accordingly, no compensation was paid by the Company to a NEO, other than the issuance of Options as described under the heading "Summary Compensation Table: Stock Options and Other Compensation Securities" in this Form 51-102F6V. Under the Company's executive compensation program, executive officers of the Company are eligible to receive Options. The maximization of shareholder value is encouraged by granting Options since such grants provide an incentive to eligible persons to further the development, growth and profitability of the Company. The Board, as a whole, will determine the Options to be issued to executive officers of the Company. A summary of the terms of the Existing Plan is included under the heading "Securities Authorized for Issuance under Equity Compensation Plans – Existing Plan" below.

Compensation of Directors: Compensation Discussion & Analysis

The Board determines director compensation from time to time. Directors are compensated in their capacities with the Company, and from time to time the Company grants to its directors Options pursuant to the terms of the Existing Plan and in accordance with the policies of the Exchange.

Summary Compensation Table: Directors and Named Executive Officers, Excluding Compensation Securities

The following table sets forth all compensation paid, payable, granted or otherwise provided during the most recently completed financial year of the Company to all persons acting as directors or as NEOs for the two most recently completed financial years ended December 31, 2023 and 2024, respectively.

Name & Position	Year ended December 31	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	All other compensation ($)	Total Compensation ($)
Scott McGregor, CEO and Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Robert McCue, Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Marshall Mewha, CFO and Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
John Campbell, Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

Summary Compensation Table: Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to NEOs and directors by the Company during Fiscal 2024.

Name & Position	Type of compensation security	Number of compensation securities	Date of Issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Scott McGregor, CEO and Director	Options	475,000	January 8, 2021	0.10	0.10	0.01	January 8, 2031
Marshall Mewha, CFO and Director	Options	325,000	January 8, 2021	0.10	0.10	0.01	January 8, 2031
Robert McCue Director	Options	250,000	January 8, 2021	0.10	0.10	0.01	January 8, 2031
John Campbell Director	Options	250,000	January 8, 2021	0.10	0.10	0.01	January 8, 2031

Pension Plan Benefits

The Company does not currently have any retirement plans in place for the NEOs or any other employees.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Existing Plan

The Company originally adopted the Existing Plan on February 24, 2020. The Existing Plan was subsequently amended June 24, 2021. The Existing Plan is the Company's only equity compensation plan. As of the date of this Circular, the Company has granted 1,400,000 Options to purchase Common Shares. The Existing Plan was first approved by Shareholders on June 24, 2021 and, as a rolling plan and pursuant to the rules of the Exchange, must be approved yearly. The Existing Plan was last approved by Shareholders on August 28, 2024.

The following table provides information regarding the number of Common Shares to be issued upon exercise of outstanding Options pursuant to the Existing Plan as at the date of this Circular:

Plan Category	Number of Common Shares to be issued upon exercise of outstanding grants and awards	Weighted average exercise price of outstanding Options	Number of Common Shares remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	1,400,000	$0.10	Nil
Equity compensation plans not approved by security holders	-	-	-
Total	1,400,000	$0.10	-

The following summary of the Existing Plan is qualified in its entirety with reference to the full text of the Existing Plan, a copy of which is attached hereto as Appendix "D". Capitalized terms used but not otherwise defined in this section shall have the meanings given to them in the Existing Plan.

Eligibility

Directors, officers, employees and technical consultants of the Company are eligible to participate in the Existing Plan (each, a "Participant").

Exercise Price and Term of Options

The exercise price per Common Share under any incentive Option granted by the Company may not be less than the Discounted Market Price (as defined under the policies of the Exchange).

No Option shall be exercisable for a period exceeding five years from the date the Option is granted unless otherwise specifically provided by the Board and authorized by the Exchange, if applicable, and in any event, no Option shall be exercisable for a period exceeding 10 years from the date the Option is granted.

Limits on Option Grants

The total number of Common Shares reserved under option for issuance pursuant to the Existing Plan may not exceed 10% of the Common Shares issued and outstanding at any given time. No Options shall be granted that would result in insiders of the Company receiving, within a 12-month period, Options exceeding 10% of the total number of issued and outstanding Common Shares.

In any 12-month period, the maximum number of Common Shares reserved under option for issuance to (a) any individual (other than consultants or persons employed in Investor Relations Activities) may not exceed 5% of the issued and outstanding Common Shares; (b) any technical consultant may not exceed 2% of the issued and outstanding Common Shares; and (c) all persons employed in Investor Relations Activities, in the aggregate, shall not exceed 2% of the total number of issued and outstanding Common Shares.

Adjustments

The Existing Plan also provides for adjustments to outstanding Options in the event of a subdivision or consolidation of the outstanding Common Shares, a reorganization of the Company or a merger, consolidation or amalgamation of the Company with another corporation.

Expiry and Termination Provisions Applicable to Options

If an Optionee ceases to be a Director or Officer, Consultant or Employee for any reason other than death, their Options shall terminate within a reasonable time as specified by the Board at the time of granting the Options, such period not to exceed a period of one year from the date of termination, and all rights to purchase Common Shares under such Options shall cease and expire and be of no further force or effect. Notwithstanding the foregoing, Options granted to any Optionee while the Company is a CPC, where the Optionee does not continue as a Director, Officer, Consultant or Employee of the Resulting Issuer following the completion of the Company's Qualifying Transaction, will have a maximum term of the later of 12 months after completion of the Qualifying Transaction and 90 days after the Optionee ceases to become a Director, Officer, Consultant or Employee of the Resulting Issuer, following which all rights to purchase Common Shares under such option shall cease and expire and be of no further force or effect.

If such cessation or termination is by reason of substantial breach or cause on the part of the Participant, the Options shall be automatically terminated forthwith and shall be of no further force or effect.

In the event of the death, permanent disability or normal retirement of a Participant, any Option previously granted to such Participant shall be exercisable until the end of the Option Period or until the expiration of 12 months or a period determined by the Board, after the date of death, permanent disability or normal retirement of such Participant, whichever is earlier, and then, in the event of death or permanent disability, only: (a) by the Participant or person or persons to whom the Participant's rights under the Option shall pass by the Participant's will or by applicable law; and (b) to the extent that the Participant was entitled to exercise the Option as at the date of his death or permanent disability.

Options Granted, Exercised and Outstanding

No Options were granted during Fiscal 2024. On January 8, 2021, Options to purchase 1,400,000 Common Shares were granted under the Existing Plan, representing 10% of the issued and outstanding Common Shares as of December 31, 2024. There were no Common Shares issued upon exercise of Options granted under the Existing Plan.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is, or who was within the 30 days prior to the date of this Circular, a director, executive officer, employee or any former director, executive officer or employee of the Company or a subsidiary thereof, and furthermore, no person who is a nominee for election as a director of the Company, and no associate of such persons is, or was as of the date of this Circular indebted to the Company or a subsidiary of the Company or indebted to any other entity where such indebtedness is subject to a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or a subsidiary of the Company.

CORPORATE GOVERNANCE PRACTICES

In accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 – Corporate Governance Guidelines ("NP 58-201"), issuers are to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices. The Company is also subject to National Instrument 52-110 – Audit Committees

("NI 52-110"), which has been adopted in each of the Canadian provinces and territories and which prescribes certain requirements in relation to audit committees.

The Board is responsible for the governance of the Company. The Board and the Company's management consider good corporate governance to be central to the effective and efficient operation of the Company. Below is a discussion of the Company's approach to corporate governance.

Board of Directors

The Board and senior management consider good corporate governance to be central to the effective and efficient operation of the Company. The Board is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interest of the Shareholders, but that it also promotes effective decision making at the Board level.

In accordance with NI 58-101, a director is deemed to be "independent" if they have no direct or indirect "material relationship" with the issuer. A "material relationship" is as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgment. The Board maintains the exercise of independent supervision over management by ensuring that the majority of its directors are independent.

The Board is currently comprised of four directors being Scott McGregor, Marshall Mewha, Robert McCue and John Campbell. Both John Campbell and Robert McCue are independent within the meaning of NI 58-101. Neither Scott McGregor nor Marshall Mewha are independent within the meaning of NI 58-101, as each is an executive officer of the Company.

The Board believes that it functions independently of management and reviews its procedures on an ongoing basis to ensure that it is functioning independently of management.

Board Oversight

The Board exercises its independent supervision over the Company's management through a combination of formal meetings of the Board as well as informal discussions amongst the Board members. The independent directors can also hold scheduled meetings at which non-independent directors and members of management are not in attendance. Where matters arise at Board meetings which require decision making and evaluation that is independent of management and interested directors, the meeting breaks into an in-camera session among the independent and disinterested directors.

Directorships in Other Reporting Issuers

Name of Director	Name of Reporting Issuer	Market	Position	Term From - To
Scott McGregor	Vencanna Ventures Inc.	Canadian Securities Exchange	Director	September 2018 to Present
Robert McCue	Golo Mobile Inc.	Exchange	Director	April 2019 to Present
John Campbell	Bonterra Energy Corp.	Toronto Stock Exchange	Director	May 2020 to Present
Marshall Mewha	Golo Mobile Inc.	Exchange	CFO, Director	January 2022 to Present

Orientation and Continuing Education

While the Company does not have a formal orientation and training program, new members of the Board are provided with:

(a) a copy of the policies and mandates of the Board and its committees and copies of the Company's corporate governance policies, which provides information respecting the functioning of the Board;
(b) access to recent, publicly filed documents of the Company;
(c) access to management; and
(d) access to legal counsel in the event of any questions relating to the Company's compliance and other obligations.

Members of the Board are encouraged to communicate with management, legal counsel and, where applicable, auditors and technical consultants of the Company; to keep themselves current with industry trends and developments and changes in legislation with management's assistance; and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.

Ethical Business Conduct

In establishing its corporate governance practices, the Board has been guided by applicable Canadian securities legislation, including NP 58-201, and the guidelines of the Exchange for effective corporate governance. The Board is committed to a high standard of corporate governance practices. The Board believes that this commitment is not only in the best interests of its Shareholders, but that it also promotes effective decision making at the Board level.

The Board takes steps to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer of the Company has a material interest, which include ensuring that directors and officers are familiar with the rules concerning reporting conflicts of interest and obtaining direction from the Company's CEO and/or the Company's legal counsel, as appropriate, regarding any potential conflicts of interest.

The Board encourages and promotes an overall culture of ethical business conduct by: (i) promoting compliance with applicable laws, rules and regulations; (ii) providing guidance to officers and directors to help them recognize and deal with ethical issues; (iii) promoting a culture of open communication, honesty and accountability; and (iv) ensuring awareness of disciplinary action for violations of ethical business conduct.

Additionally, in order to encourage and promote a culture of ethical business conduct, the Board has adopted a code of business conduct and ethics (the "Code") wherein directors, officers and employees of the Company and others are provided with a mechanism by which they can raise complaints regarding financial and regulatory reporting, internal accounting controls, auditing or health, safety and environmental matters or any other matters and raise concerns about any violations of the Code in a confidential and, if deemed necessary, anonymous process.

The Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Chair of the Audit Committee. Compliance with the Code is monitored primarily through the reporting process within the Company's organizational structure.

It is a requirement of applicable corporate law that directors who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material. The Code imposes a similar disclosure requirement on all non-director representatives of the Company and requires such persons to report such conflict to the executive officer to whom that person reports in the course of their employment responsibilities, or, in the case of a senior executive officer, to the Audit Committee and fully inform such person or the committee, as applicable, of the facts and circumstances related

to the conflict or potential conflict. The representative is prohibited from taking any further action in respect of the matter or transaction giving rise to such conflict or potential conflict unless and until they are authorized to do so by their reporting officer or the Audit Committee.

Nomination of Directors

The Board has not appointed a nominating committee. As a result of the Company's size, its stage of development and the size of the Board, the Board considers that a nominating committee is not required at this time.

Assessments

The Board does not consider formal assessments useful given the stage of the Company's business and operations. However, the CEO meets annually with each director individually, which facilitates a discussion of his contribution and that of other directors. When needed, time is set aside at a meeting of the Board for a discussion regarding the effectiveness of the Board and its committees. If appropriate, the Board then considers procedural or substantive changes to increase the effectiveness of the Board and its committees. On an informal basis, the CEO is also responsible for reporting to the Board on areas where improvements can be made. Any agreed upon improvements required to be made are implemented and overseen by the Board. A more formal assessment process will be instituted as, if, and when the Board considers it to be necessary.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

The Audit Committee is a committee of the Board to which the Board delegates its responsibility for oversight of the financial reporting process. The Audit Committee is also responsible for managing, on behalf of the Shareholders, the relationship between the Company and the external auditor. NI 52-110 requires the Company, as a Venture Issuer (as defined in NI 52-110), to disclose annually in its information circular certain information relating to the Audit Committee and its relationship with the Company's independent auditors.

Audit Committee Charter

The Board has adopted a Charter for the Audit Committee, which sets out the Audit Committee's mandate, organization, powers and responsibilities. The full text of the Audit Committee Charter is attached hereto as Appendix "F" to this Circular.

The mandate of the Audit Committee is to oversee and provide assistance in financial reporting, financial policies and internal controls as well as to work with the external auditors to ensure the accuracy of the Company's financial disclosures. The Audit Committee must pre-approve all non-audit services to be provided by an external auditor.

Composition of the Audit Committee

As of the date hereof, the Audit Committee is composed of three members, Scott McGregor, Robert McCue and John Campbell. Both John Campbell and Robert McCue are considered independent members of the Audit Committee. Scott McGregor is also CEO and is therefore not independent as such term defined in NI 52-110.

Upon completion of the Qualifying Transaction, the Audit Committee of the Resulting Issuer will consist of Scott McGregor, Andrew Kaplan and Michael Gheyle. Each of Andrew Kaplan and Michael Gheyle will be considered independent members of the Resulting Issuer and will be considered "financially literate" in accordance with NI 52-110. Upon completion of the Qualifying Transaction, Scott McGregor, having served within the last three

years as an executive officer of the Company, will not be independent, as such term defined in NI 52-110. Scott McGregor will be considered "financially literate" in accordance with NI 52-110. The current policy and mandate of the Company with respect to the Audit Committee will be the policy and mandate of the Resulting Issuer following completion of the Qualifying Transaction.

Relevant Education and Experience

Incumbent Audit Committee

Collectively, the Audit Committee has the education and experience to fulfill the responsibilities outlined in the Audit Committee Charter.

John Campbell is an independent director and consultant that has over 25 years of experience in private equity, energy services, banking and trust company services. Mr. Campbell also serves as an independent director for Bonterra Energy Corp. Mr. Campbell is also the Chair of the Board of Mercado Trust Company. Mr. Campbell was also the former President and co-founder of Odyssey Trust Company. Mr. Campbell holds a Bachelor of Commerce, Finance with distinction from the University of Alberta, and holds an ICD.D designation from the Institute of Corporate Directors.

Mr. McCue has practised law for more than 35 years. His practice has been limited to taxation matters, and has concerned primarily corporate and cross-border taxation, and tax dispute resolution. He retired in 2020 from Bennett Jones LLP, one of Canada's leading law firms. Mr. McCue received BA (with distinction), LLB (with distinction) and MBA degrees from the University of Alberta, and is called to the Alberta Bar. He has acted in a variety of directorship and executive roles for publicly traded and private companies in the oil and gas, forestry, manufacturing and tech industries.

Mr. McGregor is a senior investment banking professional with over twenty years of energy and corporate finance experience complemented by undergraduate and master's degrees from two of Canada's highly respected universities. Mr. McGregor is a Director of Vencanna Ventures Inc. Most recently, he was the Director of Financial Services at Invest Alberta Corp., and prior thereto, he was the Chief Executive Officer of GEGS Capital Corp., a capital pool company. As well, Mr. McGregor served as Executive Vice President and a Director of Merro Payments Inc., a secure payment gateway that provides a fully customizable method to regulate a direct-to-consumer cannabis point of sale and online system in Canada. Previously, Mr. McGregor was Managing Director of Investment banking at Mackie Research, Managing Director Investment Banking of Casimir Capital Ltd., and Vice President Investment Banking of Acumen Capital Finance Partners Ltd. Mr. McGregor has a B.A. from Queens University and an MBA. from the Rotman School of Management (University of Toronto).

Alternate Audit Committee

If the Qualifying Transaction is completed, Scott McGregor will remain on the Audit Committee and his relevant education and experience will remain the same.

Andrew Kaplan is a seasoned capital markets expert, has raised over $250 million and served on the boards of multiple NASDAQ and TSXV-listed companies, including Majesco, Polarity, Riot Blockchain, and USGoldCorp. He currently advises Energy Fuels (NYSE) and Avino Silver & Gold (NYSE) and is the Co-CEO of Sherman Theatrical Entertainment. Mr. Kaplan holds a Bachelor of Science in Business Administration in finance and insurance from the University of Hartford.

Michael Gheyle has over 30 years in international capital markets, and experience in wealth management, derivative trading, corporate finance, mergers & acquisitions, venture capital and private equity. He has guided companies across various sectors to raise over $100 million and held multiple executive, board, and advisory

roles. Most recently, he was CEO and Chairman of Discovery Lithium and currently serves as Director of Oyama Capital and advisor to several emerging tech and resource companies. Mr. Gheyle holds a Bachelor of Commerce from UBC Sauder School of Business with majors in finance and accounting.

Collectively, the Audit Committee of the Resulting Issuer has the education and experience to fulfill the responsibilities outlined in the Audit Committee Charter.

Each current and proposed member of the Audit Committee has:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements;
(b) the ability to assess the general application of those principles in connection with the accounting for estimates, accruals and provisions;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

Since the Company is a "Venture Issuer" pursuant to NI 52-110 (its securities are not listed or quoted on any of the Toronto Stock Exchange, a market in the United States of America or a market outside of Canada and the United States of America), it is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee charter provides for the Audit Committee to establish the auditors' fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Company were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

Audit Fees

The following chart summarizes the aggregate fees billed by the external auditors of the Company for professional services rendered to the Company for audit and non-audit related services for Fiscal 2024 and fiscal year 2023. The amounts indicated below are exclusive of disbursements and GST.

Type of Work	Fiscal 2024	Year ended December 31, 2023
Audit Fees^{(1)}	$18,480	$16,853
Audit-Related Fees^{(2)}	Nil	Nil
Tax Fees^{(3)}	Nil	Nil
All Other Fees^{(4)}	Nil	Nil
Total	$18,480	$16,853

Notes:
(1) The aggregate fees billed for audit services since incorporation.
(2) The aggregate fees billed since incorporation of the Company for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not disclosed in the "Audit Fees".
(3) The aggregate fees billed for tax compliance, tax advice, and tax planning services.
(4) The aggregate fees billed for products and services other than as set out under the headings "Audit Fees", "Audit Related Fees" and "Tax Fees".

VOTING OF COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of Common Shares, which as at the date hereof, there were 14,000,000 fully paid and non-assessable Common Shares issued and outstanding. The holders of the Common Shares are entitled to receive notice of all meetings of Shareholders and to attend and vote the Common Shares at all such meetings. Each Common Share carries with it the right to one vote and no other voting securities are issued and outstanding as of the Record Date.

To the best of the knowledge of the directors and executive officers of the Company, as at the date hereof, the following persons or companies beneficially owned, directly or indirectly, or exercised control or direction over, voting securities of the Company carrying more than 10% of the voting rights attached to the Common Shares:

Name of Shareholder	Number of Common Shares	Percentage of Common Shares Held
James McRoberts	7,350,000	52.5%

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "informed person" means: (a) a director or officer; (b) a director or executive officer of a person or company that is itself an informed person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Other than as disclosed herein, to the knowledge of management of the Company, since the commencement of the Company's most recently completed financial year, no informed person of the Company, or any associate or affiliate of any informed person or any Nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries.

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

Other than as disclosed in this Circular, management of the Company is not aware of any material interest of any director or any Nominee for director or executive officer or anyone who has held office as such since the beginning of the Company's last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting, other than the election of directors of the Company.

As set out herein, certain directors and officers of the Company hold Options. At the Meeting, Shareholders will be asked to approve the Omnibus Plan. See "Approval of Omnibus Plan".

MANAGEMENT CONTRACTS

Neither the Company, nor any of its subsidiaries, have any management contracts or other arrangement in place where management functions are performed by a person or company other than the directors or executive officers of the Company or the subsidiary.

ADDITIONAL INFORMATION

The Company has been a reporting issuer under the securities laws of the Provinces of Ontario, British Columbia and Alberta since November 12, 2020, and is therefore required to file its financial statements, management's discussion and analysis and its management information circulars with the securities commissions of such provinces on or before the prescribed filing deadlines under applicable corporate and securities laws.

Financial information of the Company is provided in the Company's comparative annual financial statements and management's discussion and analysis for its most recently completed financial year. Copies of these documents, as well as additional information relating to the Company contained in documents filed by the Company with the Canadian securities regulatory authorities, may also be accessed through the SEDAR + website at www.sedarplus.ca.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board.

Dated: October 22, 2025.

"Scott McGregor"

Scott McGregor
Chief Executive Office and Director

APPENDIX "A"
RESOLUTIONS TO BE APPROVED AT THE MEETING

Auditor Resolution

“BE IT RESOLVED THAT:

The appointment of KPMG LLP as auditor of HAW Capital 2 Corp. (the “Company”) to hold office until the earlier of:
a) the next annual meeting of shareholders of the Company; or
b) 12:01 a.m. (Vancouver time) on the date on which the acquisition of all of the issued and outstanding securities of NAKED Revival Inc. (“NAKED”) in exchange for the issuance of securities of the Company (the “Qualifying Transaction”), pursuant to the terms and conditions contained in a Merger Agreement to be entered into and dated on or about October 31, 2025 (as the same may be or has been modified or amended) between the Company, NAKED and Haw 2 US Inc. is effective (the “Auditor Change Time”).
If the Qualifying Transaction is completed, the appointment of DMCL Chartered Professional Accountants, as auditor of the Company following the Qualifying Transaction, to hold office from the Auditor Change Time until the next annual meeting of shareholders of the Company, is hereby approved.
The directors of the Company are hereby authorized to fix the remuneration to be paid to the Company’s auditor so appointed.
Any officer or director of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to execute, under the seal of the Company or otherwise, and to deliver, all documents, agreements and instruments and to do all such other acts and things as such officer or director, in their absolute discretion, determines to be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or doing of any such act or thing.”

Continuance Resolution

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Haw Capital 2 Corp. (the “Company”) be and is hereby authorized to apply to the Registrar of Corporations of Alberta (the “ABCA Registrar”) for authorization, pursuant to section 189 of the Business Corporations Act (Alberta) (the “ABCA”), to discontinue the Company from the Province of Alberta and the provisions of the ABCA and to file a continuation application (the “Continuation Application”) with the British Columbia Registrar of Companies (the “BC Registrar”) under the Business Corporations Act (British Columbia) (the “BCBCA”) to continue the Company to the Province of British Columbia as if it had been incorporated under the BCBCA (the “Continuance”).
Effective upon the issuance of a certificate of continuation by the BC Registrar, the Company adopts the notice of articles and articles attached to the Continuation Application and, substantially in the form attached to as Appendix "B" of the management information circular dated October 22, 2025, including any amendments as determined by the board of directors of the Company (the “Board”) to be reasonably necessary, in substitution for the existing articles and bylaws of the Company pursuant to the ABCA.

A-1

Bennett Jones LLP be appointed as the Company's agent to electronically file the Continuation Application with the BC Registrar and to apply to the Alberta Registrar for authorization permitting the continuation and to request a certificate of discontinuation under the ABCA.
On the date and time that the Continuation Application is filed with the BC Registrar, the existing articles and bylaws of the Company be replaced with the notice of articles and articles attached to the Continuation Application and, substantially in the form attached to as Appendix "B" of the management information circular dated October 22, 2025, including any amendments as determined by the Board to be reasonably necessary.
The Board, in its sole and complete discretion, be and is hereby authorized to abandon the application for the Continuance at any time prior to the Continuance becoming effective, without further notice to, or approval of, the shareholders of the Company if, in its discretion, the Board deems such abandonment to be advisable.
Any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to approve, execute and deliver all such documents and instruments, and to take all such other actions, as such officer or director may determine to be necessary or advisable to implement this resolution and the matters authorized hereby including, without limitation, the execution and filing of the Continuance Application and any forms prescribed by or contemplated under the BCBCA or the ABCA."

Name Change Resolution

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Pursuant to subsection 173(1) of the Business Corporations Act (Alberta) the articles of Haw Capital 2 Corp. (the "Company") shall be amended with effect immediately prior to the continuance of the Company out of the Province of Alberta and to the Province of British Columbia as if it had been incorporated under the Business Corporations Act (British Columbia) to change the name of the Company from "HAW Capital 2 Corp." to "NAKED Revival Inc."
The Company shall deliver the articles of amendment reflecting such name change in the prescribed form to the Registrar of Corporations of Alberta.
Notwithstanding that this resolution has been duly passed by the shareholders of the Company, the board of directors of the Company is hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to the implementation of the name change, without further notice to, or approval of, the shareholders of the Company.
Any one or more director or officer of the Company is hereby authorized, for and on behalf and in the name of the Company, to execute and deliver, whether under corporate seal of the Company or otherwise, the articles of amendment reflecting such name change and all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing."

A-2

Existing Plan Resolution

“BE IT RESOLVED THAT:

The stock option plan (the “Existing Plan”) of Haw Capital 2 Corp. (the “Company”), substantially in the form attached as Appendix "D" of the management information circular of the Company dated October 22, 2025, be and is hereby ratified and approved as the stock option plan of the Company.
The form of Existing Plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Company.
Any one director or officer of the Company be and the same is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

Omnibus Plan Resolution

“BE IT RESOLVED THAT:

The adoption of the equity incentive compensation plan (the “Omnibus Plan”) of Haw Capital 2 Corp. (the “Company”), substantially in the form attached as Appendix "E" in the management information circular of the Company dated October 22, 2025, is hereby approved, ratified and confirmed.
The maximum number of common shares of the Company reserved for issuance under the Omnibus Plan and all other Share Based Compensation Arrangements (as defined in the Omnibus Plan) of the Company shall not exceed 10% of the Outstanding Issue (as defined in the Omnibus Plan) at any time.
All unallocated Awards (as defined in the Omnibus Plan), rights and entitlements under the Omnibus Plan, be and are hereby authorized and approved.
Notwithstanding that this resolution has been duly passed by the shareholders of the Company, the board of directors of the Company is hereby authorized and empowered to revoke this resolution at any time before it is acted upon and to determine not to proceed with the adoption of the Omnibus Plan without further approval of the shareholders of the Company.
Any one director or officer of the Company be and the same is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

A-3

APPENDIX "B"
PROPOSED ARTICLES

See attached.

B-1

NAKED REVIVAL INC.
(the "Company")
Incorporation Number: ___

ARTICLES

INTERPRETATION... 5
1.1 Definitions... 5
1.2 Business Corporations Act and Interpretation Act Definitions Applicable ... 6
SHARES AND SHARE CERTIFICATES... 6
2.1 Authorized Share Structure... 6
2.2 Form of Share Certificate... 6
2.3 Shareholder Entitled to Certificate or Acknowledgment... 6
2.4 Delivery by Mail... 7
2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement ... 7
2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment... 7
2.7 Splitting Share Certificates... 7
2.8 Certificate Fee... 7
2.9 Recognition of Trusts... 8
ISSUE OF SHARES... 8
3.1 Directors Authorized... 8
3.2 Commissions and Discounts... 8
3.3 Brokerage... 8
3.4 Conditions of Issue... 8
3.5 Share Purchase Warrants and Rights... 9
SHARE REGISTERS... 9
4.1 Central Securities Register... 9
4.2 Closing Register... 9
SHARE TRANSFERS... 9
5.1 Registering Transfers... 9
5.2 Form of Instrument of Transfer... 9
5.3 Transferor Remains Shareholder... 10
5.4 Signing of Instrument of Transfer... 10
5.5 Enquiry as to Title Not Required... 10
5.6 Transfer Fee... 10
TRANSMISSION OF SHARES... 10
6.1 Legal Personal Representative Recognized on Death... 10
6.2 Rights of Legal Personal Representative... 11

B-2

2 -
PURCHASE OF SHARES ... 11
7.1 Company Authorized to Purchase Shares ... 11
7.2 Purchase When Insolvent ... 11
7.3 Sale and Voting of Purchased Shares ... 11
BORROWING POWERS ... 11
ALTERATIONS ... 12
9.1 Alteration of Authorized Share Structure ... 12
9.2 Special Rights and Restrictions ... 12
9.3 Change of Name ... 13
9.4 Other Alterations ... 13
MEETINGS OF SHAREHOLDERS ... 13
10.1 Annual General Meetings ... 13
10.2 Resolution Instead of Annual General Meeting ... 13
10.3 Calling of Meetings of Shareholders ... 13
10.4 Notice for Meetings of Shareholders ... 13
10.5 Record Date for Notice ... 14
10.6 Record Date for Voting ... 14
10.7 Failure to Give Notice and Waiver of Notice ... 14
10.8 Notice of Special Business at Meetings of Shareholders ... 14
10.9 Location of Annual General Meeting ... 15
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS ... 15
11.1 Special Business ... 15
11.2 Special Majority ... 16
11.3 Quorum ... 16
11.4 One Shareholder May Constitute Quorum ... 16
11.5 Other Persons May Attend ... 16
11.6 Requirement of Quorum ... 16
11.7 Lack of Quorum ... 16
11.8 Lack of Quorum at Succeeding Meeting ... 17
11.9 Chair ... 17
11.10 Selection of Alternate Chair ... 17
11.11 Adjournments ... 17
11.12 Notice of Adjourned Meeting ... 17
11.13 Decisions by Show of Hands or Poll ... 17
11.14 Declaration of Result ... 18
11.15 Motion Need Not be Seconded ... 18
11.16 Casting Vote ... 18
11.17 Meeting by Telephone or Other Communications Medium ... 18
VOTES OF SHAREHOLDERS ... 18
12.1 Number of Votes by Shareholder or by Shares ... 18
12.2 Votes of Persons in Representative Capacity ... 19
12.3 Votes by Joint Holders ... 19

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12.4 Legal Personal Representatives as Joint Shareholders ... 19
12.5 Representative of a Corporate Shareholder ... 19
12.6 Proxy Provisions Do Not Apply to All Companies ... 20
12.7 Appointment of Proxy Holders ... 20
12.8 Alternate Proxy Holders ... 20
12.9 Deposit of Proxy ... 20
12.10 Validity of Proxy Vote ... 21
12.11 Form of Proxy ... 21
12.12 Revocation of Proxy ... 22
12.13 Revocation of Proxy Must Be Signed ... 22
12.14 Production of Evidence of Authority to Vote ... 22

DIRECTORS ... 22
13.1 First Directors; Number of Directors ... 22
13.2 Change in Number of Directors ... 23
13.3 Directors' Acts Valid Despite Vacancy ... 23
13.4 Remuneration of Directors ... 23
13.5 Reimbursement of Expenses of Directors ... 23
13.6 Special Remuneration for Directors ... 23
13.7 Gratuity, Pension or Allowance on Retirement of Director ... 23
ELECTION AND REMOVAL OF DIRECTORS ... 24
14.1 Election at Annual General Meeting ... 24
14.2 Consent to be a Director ... 24
14.3 Failure to Elect or Appoint Directors ... 24
14.4 Places of Retiring Directors Not Filled ... 25
14.5 Directors May Fill Casual Vacancies ... 25
14.6 Remaining Directors Power to Act ... 25
14.7 Shareholders May Fill Vacancies ... 25
14.8 Additional Directors ... 25
14.9 Ceasing to be a Director ... 26
14.10 Removal of Director by Shareholders ... 26
14.11 Removal of Director by Directors ... 26
14.12 Nomination of Directors ... 26
ALTERNATE DIRECTORS ... 29
15.1 Restriction on Appointment of Alternate Director ... 29
15.2 Appointment of Alternate Director ... 29
15.3 Notice of Meetings ... 29
15.4 Alternate for More Than One Director Attending Meetings ... 29
15.5 Consent Resolutions ... 30
15.6 Alternate Director Not an Agent ... 30
15.7 Revocation of Appointment of Alternate Director ... 30
15.8 Ceasing to be an Alternate Director ... 30
15.9 Remuneration and Expenses of Alternate Director ... 30

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POWERS AND DUTIES OF DIRECTORS ... 31
16.1 Powers of Management ... 31
16.2 Appointment of Attorney of Company ... 31
16.3 Remuneration of the Auditor ... 31
DISCLOSURE OF INTEREST OF DIRECTORS ... 31
17.1 Obligation to Account for Profits ... 31
17.2 Restrictions on Voting by Reason of Interest ... 31
17.3 Interested Director Counted in Quorum ... 32
17.4 Disclosure of Conflict of Interest or Property ... 32
17.5 Director Holding Other Office in the Company ... 32
17.6 No Disqualification ... 32
17.7 Professional Services by Director or Officer ... 32
17.8 Director or Officer in Other Corporations ... 32
PROCEEDINGS OF DIRECTORS ... 33
18.1 Meetings of Directors ... 33
18.2 Voting at Meetings ... 33
18.3 Chair of Meetings ... 33
18.4 Meetings by Telephone or Other Communications Medium ... 33
18.5 Calling of Meetings ... 34
18.6 Notice of Meetings ... 34
18.7 When Notice Not Required ... 34
18.8 Meeting Valid Despite Failure to Give Notice ... 34
18.9 Waiver of Notice of Meetings ... 34
18.10 Quorum ... 35
18.11 Validity of Acts Where Appointment Defective ... 35
18.12 Consent Resolutions in Writing ... 35
EXECUTIVE AND OTHER COMMITTEES ... 35
19.1 Appointment and Powers of Executive Committee ... 35
19.2 Appointment and Powers of Other Committees ... 36
19.3 Obligations of Committees ... 36
19.4 Powers of Board ... 36
19.5 Committee Meetings ... 37
OFFICERS ... 37
20.1 Directors May Appoint Officers ... 37
20.2 Functions, Duties and Powers of Officers ... 37
20.3 Qualifications ... 37
20.4 Remuneration and Terms of Appointment ... 38
INDEMNIFICATION ... 38
21.1 Definitions ... 38
21.2 Mandatory Indemnification of Directors and Former Directors ... 38
21.3 Indemnification of Other Persons ... 38
21.4 Non-Compliance with Business Corporations Act ... 39

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21.5 Company May Purchase Insurance... 39

DIVIDENDS... 39
22.1 Payment of Dividends Subject to Special Rights ... 39
22.2 Declaration of Dividends ... 39
22.3 No Notice Required ... 39
22.4 Record Date ... 39
22.5 Manner of Paying Dividend ... 40
22.6 Settlement of Difficulties ... 40
22.7 When Dividend Payable ... 40
22.8 Dividends to be Paid in Accordance with Number of Shares ... 40
22.9 Receipt by Joint Shareholders ... 40
22.10 Dividend Bears No Interest ... 40
22.11 Fractional Dividends ... 40
22.12 Payment of Dividends ... 40
22.13 Capitalization of Surplus ... 41
DOCUMENTS, RECORDS AND REPORTS ... 41
23.1 Recording of Financial Affairs ... 41
23.2 Inspection of Accounting Records ... 41
NOTICES ... 41
24.1 Method of Giving Notice ... 41
24.2 Deemed Receipt of Mailing ... 42
24.3 Certificate of Sending ... 42
24.4 Notice to Joint Shareholders ... 42
24.5 Notice to Trustees ... 42
SEAL AND EXECUTION OF DOCUMENTS ... 43
25.1 Who May Attest Seal ... 43
25.2 Sealing Copies ... 43
25.3 Mechanical Reproduction of Seal ... 43
25.4 Execution of Documents Generally ... 43
PROHIBITIONS ... 44
26.1 Definitions ... 44
26.2 Application ... 44
26.3 Consent Required for Transfer of Shares or Designated Securities ... 44
INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(1) "board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

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(2) "Business Corporations Act" means the Business Corporations Act (British Columbia) as amended from time to time and includes all regulations as amended from time to time made pursuant to that Act;

(3) "legal personal representative" means the personal or other legal representative of the shareholder;

(4) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

(5) "seal" means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act. The directors may, by resolution, provide that; (a) the shares of any or all of the classes and series of the Company's shares must be uncertificated shares; or (b) any specified shares must be uncertificated shares. Within reasonable time after the issue or transfer of a share that is an uncertificated share, the Company must send to the shareholder a written notice in accordance with the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, on request and at the shareholder's option, to receive, without charge, (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

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2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

(1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
(2) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

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2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(1) consideration is provided to the Company for the issue of the share by one or more of the following:

(a) past services performed for the Company;

(b) property;

(2) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

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3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

(1) a duly signed instrument of transfer in respect of the share has been received by the Company;

(2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(3) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

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5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(1) in the name of the person named as transferee in that instrument of transfer; or
(2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

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6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(1) the Company is insolvent; or
(2) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(1) is not entitled to vote the share at a meeting of its shareholders;
(2) must not pay a dividend in respect of the share; and
(3) must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

(1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
(2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

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(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by resolution of the directors:

(1) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

(2) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(3) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(4) if the Company is authorized to issue shares of a class of shares with par value:

(a) decrease the par value of those shares; or

(b) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(5) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(6) alter the identifying name of any of its shares; or

(7) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(1) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(2) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

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9.3 Change of Name

The Company may by consent resolution of the directors or by special resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

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A notice of meeting for a meeting held entirely by virtual means in accordance with Article 11.17, must include instructions for shareholder participation in the meeting to the extent and in the manner required by the Business Corporations Act.

10.5 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(1) if and for so long as the Company is a public company, 21 days;
(2) otherwise, 10 days.

If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(1) state the general nature of the special business; and
(2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

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(a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
(b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.9 Location of Annual General Meeting

The Company may by resolution of the directors choose a location outside of British Columbia for the purpose of the meeting. If a meeting is held entirely by virtual means in accordance with Article 11.17, the meeting shall be deemed for all purposes of the Business Corporations Act and these Articles to be held at the registered office of the Company, subject to the provisions of the Business Corporations Act.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(2) at an annual general meeting, all business is special business except for the following:

(a) business relating to the conduct of or voting at the meeting;
(b) consideration of any financial statements of the Company presented to the meeting;
(c) consideration of any reports of the directors or auditor;
(d) the setting or changing of the number of directors;
(e) the election or appointment of directors;
(f) the appointment of an auditor;
(g) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
(h) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

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11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders entitled to vote at the meeting whether in person or by proxy who hold, in the aggregate, at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(1) the quorum is one person who is, or who represents by proxy, that shareholder, and
(2) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

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11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(1) the chair of the board, if any; or
(2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

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11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Meeting by Telephone or Other Communications Medium

A meeting of the shareholders may be held in person, virtually by telephone or other electronic communications medium, or in a hybrid fashion incorporating both in-person and virtual means. A shareholder or proxy holder may participate in a meeting of the shareholders in person or by telephone if all shareholders or proxy holders participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other to the extent and in the manner required by the Business Corporations Act. A shareholder or proxy holder may participate in a meeting of the shareholders by a communications medium other than telephone, including by electronic means, if all shareholders or proxy holders participating in the meeting, whether in person or by telephone or other communications medium, including by electronic means, are able to communicate with each other to the extent and in the manner required by the Business Corporations Act. Any vote at a shareholder meeting may be conducted by telephone or other communications medium, including electronic means. A shareholder or proxy holder who participates in a meeting in a manner contemplated by this Article 11.17 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

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(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(1) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(2) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(1) for that purpose, the instrument appointing a representative must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

(2) if a representative is appointed under this Article 12.5:

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(a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, Articles 12.7 to 12.14 apply only insofar as they are not inconsistent with any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and insofar as they are not inconsistent with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commission or similar authorities appointed under that legislation.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders who need not be shareholders to act in the place of an absent proxy holder.

12.9 Deposit of Proxy

A proxy for a meeting of shareholders must:

(1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(2) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

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A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.10 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
(2) by the chair of the meeting, before the vote is taken.

12.11 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder): ____

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder - printed]

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12.12 Revocation of Proxy

Subject to Article 12.13, every proxy may be revoked by an instrument in writing that is:

(1) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(2) provided, at the meeting, to the chair of the meeting.

12.13 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.12 must be signed as follows:

(1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.14 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

(2) if the Company is a public company, the greater of three and the most recently set of:

(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(b) the number of directors set under Article 14.4;

(3) if the Company is not a public company, the most recently set of:

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(a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
(b) the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

(1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.5 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.6 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.7 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make

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contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(1) that individual consents to be a director in the manner provided for in the Business Corporations Act;

(2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

(3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(3) the date on which his or her successor is elected or appointed; and

(4) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

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14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors but, if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purposes of appointing directors up to that number, summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors, or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

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14.9 Ceasing to be a Director

A director ceases to be a director when:

(1) the term of office of the director expires;

(2) the director dies;

(3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

14.12 Nomination of Directors

(1) Only persons who are qualified to act as directors under the Business Corporations Act and who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. At any annual meeting of shareholders, or at any special meeting of shareholders at which directors are to be elected, nominations of persons for election to the board of directors may be made:

(a) by or at the direction of the board of directors, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a valid "proposal" as defined in the Business Corporations Act and made in accordance with Division 7 of Part 5 of the Business Corporations Act;

(c) pursuant to a requisition of the shareholders that complies with and is made in accordance with section 167 of the Business Corporations Act; or

(d) by any person (a "Nominating Shareholder") who:

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A. at the close of business on the date on which the Nominating Shareholder gives the notice provided for below and at the close of business on the record date fixed by the Company for such meeting, (i) is entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting, or (ii) beneficially owns shares carrying the right to vote at such meeting and provides evidence of such ownership that is satisfactory to the Company, acting reasonably. In cases where a Nominating Shareholder is not an individual, the notice set forth in paragraph 4 below must be signed by an authorized representative, being a duly authorized director, officer, manager, trustee or partner of such entity who provides such evidence of such authorization that is satisfactory to the Company, acting reasonably; and

B. who otherwise complies with the notice procedures set forth below in these provisions.

(2) In addition to any other requirements under applicable laws, for a nomination to be validly made by a Nominating Shareholder in accordance with this Section 14.12, the Nominating Shareholder must deliver notice ("Notice") thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the secretary of the Company at the principal executive offices of the Company.

(3) To be timely, the Notice must be delivered to the secretary of the Company at the principal executive offices of the Company:

(a) in the case of an annual meeting of shareholders, not less than 35 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, the Notice may be delivered not later than the close of business on the tenth day following the Notice Date; and

(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In the event of an adjournment or postponement of a meeting of shareholders or the announcement thereof, any reference to the date of annual general meeting of shareholders or a special meeting in this paragraph 3 shall be deemed to refer to the date of the adjourned or postponed meeting.

(4) To be in proper written form, a Notice must set forth:

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(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the present principal occupation or employment of the person; (C) the citizenship of such person; (D) the class or series and number of shares in the capital of the Company which are, directly or indirectly, controlled or directed or which are owned, beneficially or of record, by the person as of the record date for the meeting of shareholders and as of the date of such Notice; (E) confirmation that the person meets the qualifications to act as a director set out in the Business Corporations Act; (F) reasonable details of the relationship between such person and the Nominating Shareholder, including whether such person is an employee or director of or shareholder in the Nominating Shareholder; and (G) any other information relating to the person that would be required to be disclosed in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act; and

(b) as to the Nominating Shareholder giving the Notice: (A) the class or series and number of shares of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the meeting of shareholders and as of the date of such Notice; (B) full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any shares of the Company; and (C) any other information relating to such Nominating Shareholder that would be required to be disclosed in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act.

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder's understanding of the experience, independence and/or qualifications, or lack thereof, of such proposed nominee.

(5) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Section 14.12; provided, however, that nothing in this Section 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Business Corporations Act or the discretion of the chair of the meeting. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Section 14.12 and, if any proposed nomination is not in compliance with this Section 14.12, to declare that such defective nomination shall be disregarded.

(6) Notwithstanding any other provision of this Section 14.12, notice given to the secretary of the Company pursuant to this Section 14.12 may only be given by personal delivery or by email (at such email address as may be stipulated from time

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to time by the secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the attention of the secretary at the address of the principal executive offices of the Company, sent by email (at the address as aforesaid); or provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

(7) Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement in this Section 14.12.

15. ALTERNATE DIRECTORS

15.1 Restriction on Appointment of Alternate Director

Article 15 does not apply to the Company if and for so long as it is a public company.

15.2 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.3 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.4 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(1) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

(2) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

(3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in

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the case of an appointee who is also a member of that committee as a director, once more in that capacity;

(4) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.5 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.6 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.7 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.8 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(1) his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

(2) the alternate director dies;

(3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

(4) the alternate director ceases to be qualified to act as a director; or

(5) his or her appointor revokes the appointment of the alternate director.

15.9 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

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16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.3 Remuneration of the Auditor

The directors may set the remuneration of the auditor without the prior approval of the shareholders.

17. DISCLOSURE OF INTEREST OF DIRECTORS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

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17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

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18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine. If a meeting of the directors is held by entirely virtual means by telephone or other communications method, including by electronic means, the meeting shall be deemed to be held at the registered office of the Company in lieu of another physical location for the purposes of the Business Corporations Act and these Articles.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does have a second or casting vote. Any vote at a meeting of directors may be conducted by telephone or others communications medium, including electronic means.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(1) the chair of the board, if any;

(2) in the absence of the chair of the board, the president, if any, if the president is a director; or

(3) any other director chosen by the directors if:

(a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(c) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A meeting of the directors may be held in person, virtually by telephone or other electronic communications medium, or in a hybrid fashion incorporating both in-person and virtual means. A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a

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communications medium other than telephone, including by electronic means, if all directors participating in the meeting, whether in person or by telephone or other communications medium, including by electronic means, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

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18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

A consent in writing under this Article may be by signed document, fax, email or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1) the power to fill vacancies in the board of directors;

(2) the power to remove a director;

(3) the power to change the membership of, or fill vacancies in, any committee of the directors; and

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(4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(2) delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

(a) the power to fill vacancies in the board of directors;

(b) the power to remove a director;

(d) the power to appoint or remove officers appointed by the directors; and

(3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(1) conform to any rules that may from time to time be imposed on it by the directors; and

(2) report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(2) terminate the appointment of, or change the membership of, the committee; and

(3) fill vacancies in the committee.

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19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) the committee may meet and adjourn as it thinks proper;

(2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their members to chair the meeting;

(3) a majority of the members of the committee constitutes a quorum of the committee; and

(4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(1) determine the functions and duties of the officer;

(2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

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20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(1) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(2) "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

(a) is or may be joined as a party; or

(b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(3) "expenses" has the meaning set out in the Business Corporations Act.

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company shall, as incurred, advance expenses to each such director, former director or alternate director of the Company and his or her heirs and legal personal representatives in respect of an eligible proceeding, upon such person's written undertaking to repay if ultimately determined not to be entitled to indemnification, to the fullest extent permitted by the Business Corporations Act. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

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21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(1) is or was a director, alternate director, officer, employee or agent of the Company;

(2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5:00 p.m. on the date on which the directors pass the resolution declaring the dividend.

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22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(1) set the value for distribution of specific assets;

(2) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(3) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint

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shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(1) mail addressed to the person at the applicable address for that person as follows:

(a) for a record mailed to a shareholder, the shareholder's registered address;

(b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(2) delivery at the applicable address for that person as follows, addressed to the person:

(a) for a record delivered to a shareholder, the shareholder's registered address;

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(b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
(c) in any other case, the delivery address of the intended recipient;

(3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
(5) physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(1) mailing the record, addressed to them:

(a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
(b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

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(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. SEAL AND EXECUTION OF DOCUMENTS

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(1) any two directors;
(2) any officer, together with any director;
(3) if the Company only has one director, that director; or
(4) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

25.4 Execution of Documents Generally

The directors may from time to time by resolution appoint any one or more persons, officers or directors for the purpose of executing any instrument, document or agreement in the name of and on behalf of the Company for which the seal need not be affixed, and if no such person, officer or

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director is appointed, then any one officer or director of the Company may execute such instrument, document or agreement.

26. PROHIBITIONS

26.1 Definitions

In this Article 26:

(1) "designated security" means:

(a) a voting security of the Company;

(b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(2) "security" has the meaning assigned in the Securities Act (British Columbia);

(3) "voting security" means a security of the Company that:

(a) is not a debt security, and

(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

[Signature page follows]

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FULL NAME AND SIGNATURE OF DIRECTOR

SCOTT MCGREGOR

DATED _______

APPENDIX "C"
DISSENT RIGHTS UNDER THE ABCA

191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,
(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,
(b.1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),
(c) amalgamate with another corporation, otherwise than under section 184 or 187,
(d) be continued under the laws of another jurisdiction under section 189, or
(e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or
(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder's right to dissent.

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

(a) by the corporation, or
(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

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(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.

(9) Every offer made under subsection (7) shall

(a) be made on the same terms, and
(b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder's shares by the corporation, in the amount of the corporation's offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder

(a) is not required to give security for costs in respect of an application under subsection (6), and
(b) except in special circumstances must not be required to pay the costs of the application or appraisal.

(12) In connection with an application under subsection (6), the Court may give directions for

(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
(f) the service of documents, and
(g) the burden of proof on the parties.

(13) On an application under subsection (6), the Court shall make an order

(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,
(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,
(c) fixing the time within which the corporation must pay that amount to a shareholder, and
(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(14) On

(a) the action approved by the resolution from which the shareholder dissents becoming effective,
(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder's shares, whether by the acceptance of the corporation's offer under subsection (7) or otherwise, or
(c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder's shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

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(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).

(16) Until one of the events mentioned in subsection (14) occurs,

(a) the shareholder may withdraw the shareholder's dissent, or
(b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.

(18) If subsection (20) applies, the corporation shall, within 10 days after

(a) the pronouncement of an order under subsection (13), or
(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder's shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder's notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder's full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
(b) the realizable value of the corporation's assets would by reason of the payment be less than the aggregate of its liabilities.

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APPENDIX "D"
EXISTING PLAN

HAW CAPITAL 2 CORP. STOCK OPTION PLAN

This stock option plan (as amended from time to time, this "Plan") was adopted by the board of directors of Haw Capital 2 Corp. (the "Company") effective as of [●] pursuant to the TSX Venture Exchange's (the "Exchange") Capital Pool Company ("CPC") program. Notwithstanding anything herein to the contrary, while the Company remains a CPC, the terms of this Plan and the terms of all Options (as defined herein) granted hereunder shall include all required terms, conditions and restrictions set out in Policy 2.4 of the Exchange's Corporate Finance Manual ("Policy 2.4") as if they were reproduced herein. While the Company is a CPC, the requisite provisions of Policy 2.4 shall prevail in the event of any inconsistency with this Plan.

PART 1
INTERPRETATION

1.1 Definitions. In this Plan, the following words and phrases shall have the following meanings:

(a) "Associate" means, where used to indicate a relationship with any person:

(i) a partner, other than a limited partner, of that person;

(ii) a trust or estate in which that person has a substantial beneficial interest or for which that person serves as trustee or in a similar capacity;

(iii) a company in respect of which that person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the company; or

(iv) a relative, including the spouse or child, of that person or a relative of that person's spouse, where the relative has the same home as that person and for the purpose of this definition, "spouse" includes an individual who is living with another individual in a marriage-like relationship.

(b) "Board" means the board of directors of the Company or, if applicable, the Committee.

(c) "Committee" means a committee of the Board which may be appointed by the Board in accordance with this Plan or, if no such committee is appointed, the Board itself.

(d) "Consultant" means, in relation to the Company, an individual (other than an Employee or Director of the Company) or company that:

(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or an affiliate of the Company, other than services provided in relation to a distribution;

(ii) provides the services under a written contract between the Company or an affiliate of the Company and the individual or the company, as the case may be;

(iii) in the reasonable opinion of the Company, spends or will spend, a significant amount of time and attention on the affairs and business of the Company or an affiliate of the Company; and

(iv) has a relationship with the Company or an affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

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(e) "Director" means a director of the Company or of any of its subsidiaries.

(f) "Discounted Market Price" has the meaning ascribed thereto in the policies of the Exchange.

(g) "Disinterested Shareholder Approval" means that the proposal must be approved by a majority of the votes cast at a shareholders' meeting of the Company, other than votes attaching to securities of the Company beneficially owned by Insiders and their Associates, and, for purposes of this Plan, holders of non-voting and subordinate voting securities of the Company, if any, will be given full voting rights on any resolution which requires disinterested shareholder approval.

(h) "Employee" means:

(i) an individual who is considered an employee of the Company or any of its subsidiaries under the Income Tax Act (i.e. for whom deductions (income tax, UIC and CPP) must be made at source);

(ii) an individual who is a full-time dependent contractor, meaning one who works full-time for the Company or any of its subsidiaries providing services normally provided by an employee, and is subject to the same control and direction by the Company or any subsidiary thereof over their detail and methods of work as an employee of the Company or a subsidiary thereof, but for whom income tax deductions are not made at source; or

(iii) a part-time dependent contractor, meaning an individual who works for the Company or any of its subsidiaries on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee, and is subject to the same control and direction by the Company or a subsidiary thereof over their details and methods of work as an employee of the Company or a subsidiary thereof, but for whom income tax deductions are not made at source,

and includes Management Company Employees and Consultants.

(i) "Insider" means:

(i) a Director or Officer;

(ii) a director or senior officer of a person that is an Insider or subsidiary of the Company;

(iii) a person that beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company; or

(iv) the Company if it holds any of its own securities.

(j) "Management Company Employee" means an individual employed by a person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged in investor relations activities.

(k) "Market Price" means, subject to the exceptions prescribed by the Exchange from time to time, the last closing price per Share on the Exchange before the issuance of the required news release disclosing a grant of Options hereunder (but, if the policies of the Exchange provide an exception to such news release, then the last closing price per Share on the Exchange prior to the grant of such Options).

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(I) "Optionee" means an Employee, Director, Officer or Consultant who receives a grant of Options under this Plan.

(m) "Options" means stock options of the Company granted pursuant to this Plan and "Option" means any one of them, with each Option exercisable into one Share (subject to adjustment from time to time in accordance with this Plan).

(n) "Officer" means any senior officer (as defined in the Securities Act (Alberta)) of the Company or of any of its subsidiaries.

(o) "Qualifying Transaction" has the meaning ascribed thereto in the policies of the Exchange.

(p) "Resulting Issuer" has the meaning ascribed thereto in the policies of the Exchange.

(q) "Shares" means common shares in the capital of the Company and "Share" means any one of them.

(r) "Tier 1 Issuer" and "Tier 2 Issuer" have the meanings ascribed thereto in the policies of the Exchange.

PART 2

PURPOSE OF PLAN

The purpose of this Plan is to attract and retain Employees, Officers, Directors and Consultants and to motivate them to advance the interests of the Company by affording them the opportunity to acquire an equity interest in the Company through the grant of Options under this Plan. The Plan is expected to benefit the Company's shareholders by enabling the Company to attract and retain high quality personnel by offering to them an opportunity to share in any increase in the value of the Shares to which they have contributed through their service to the Company. The Company represents that all Employees, Consultants or Management Company Employees who are granted Options hereunder will be bona fide Employees, Consultants or Management Company Employees at the time of grant.

PART 3

GRANTING OR AMENDING OF OPTIONS

3.1 Administration. This Plan shall be administered by the Board or, if the Board so elects, by the Committee. The Committee, if any, shall administer this Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause), and either appoint new members in their place or decrease the size of the Committee, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer this Plan. A majority of the members of the Committee shall constitute a quorum, and, subject to the limitations in this Part 3, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. Members of the Committee may vote on any matters affecting the administration of this Plan or the grant of Options hereunder, except that no such member shall vote upon the granting of an Option to such member (or to any affiliate thereof) (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee during which action is taken with respect to the Options to be granted).

3.2 Powers of the Board. The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Shares for issuance in connection with the exercise of Options;

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(b) grant Options hereunder;

(c) subject to applicable shareholder and regulatory approvals, amend, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of this Plan will, without the written consent of all Optionees, alter or impair any Option previously granted under the Plan unless as a result of a change in Exchange policies or the Company's tier classification thereunder;

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do; and

(e) in its sole discretion, amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Eligible Persons (before a particular Option is granted) subject to the other terms thereof.

3.3 Grant by Resolution. The Board, on its own initiative or, if a Committee shall have been appointed for the purpose of administering this Plan, upon the recommendation of such Committee, may by resolution designate those Consultants, Employees, Officers and Directors to whom Options should be granted hereunder (unless the Committee has been authorized by the Board to pass such resolution, in which case the Committee may do as so authorized).

3.4 Terms of Options. The resolution of the Board or the Committee, if applicable, shall specify the number of Options to be granted, the price per Share to be paid upon exercise of the Options, and the period during which the Options may be exercised.

3.5 Options Granted Under this Plan. All Options granted under this Plan will be evidenced by an agreement in substantially the form attached hereto as Schedule "A" (or such other form as may be determined by the Board in its discretion) showing the number of Options granted, the term of the Options, a reference to vesting terms, if any, and the exercise price of such Options. Subject to specific variations approved by the Board in connection with any grant from time to time, all terms and conditions set out herein will be deemed to be incorporated into and form part of such agreement. In the event of any inconsistency between the terms of such agreement and this Plan, the terms of this Plan shall govern.

3.6 Regulatory Approvals. The Board shall obtain all necessary regulatory approvals that may be required under applicable securities laws or the rules or policies of the Exchange.

3.7 Amendment of Options. Options may be amended under this Plan in accordance with the policies of the Exchange, whether granted under this Plan or otherwise, and the terms of this Plan shall apply mutatis mutandis.

PART 4 CONDITIONS GOVERNING THE GRANTING AND EXERCISING OF OPTIONS

4.1 Exercise Price. The exercise price of an Option granted under this Plan shall not be less than the Discounted Market Price, provided that:

(a) while the Company is a CPC, the exercise price cannot be less than the greater of: (i) the per Share price paid by the public investors for Shares under the Company's initial public offering and (ii) the Discounted Market Price;

(b) if Options are granted within 90 days of a distribution by the Company by a prospectus (with the 90 day period beginning on the date a final receipt is issued for such prospectus), the minimum exercise price of those Options will be the greater of: (i) the Discounted Market Price

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and (ii) the per Share price paid by the public investors for Shares acquired under such distribution;

(c) for unit offerings, the minimum exercise price will be the "base" (or imputed) price of the Shares included in the unit; and

(d) for all other financings, the minimum exercise price will be the average price paid by public investors.

4.2 Expiry Date. Each Option shall, unless earlier terminated, expire on a date to be determined by the Board, which will not, in any event, exceed 10 years from the original date of grant.

4.3 Different Exercise Periods. The Board may, in its absolute discretion, upon granting Options under this Plan, specify different time periods following the date of grant of such Options during which the Optionee may exercise their Options.

4.4 Number of Shares. If the Company is a Tier 2 Issuer, the number of Shares reserved for issuance to any one person pursuant to Options granted under this Plan, together with any Shares reserved for issuance pursuant to options granted to that person during the previous 12 months, shall not exceed 5% of the issued and outstanding Shares, provided that the aggregate number of Options granted to:

(a) Consultants; or

(b) persons employed in investor relations activities on behalf of the Company,

must not exceed 2% of the outstanding Shares, unless the Exchange permits otherwise. Notwithstanding any other provision of this Plan, for so long as the Company is a CPC, it must not grant any Options to persons employed in investor relations activities on behalf of the Company.

4.5 Death of Optionee. If an Optionee dies prior to the expiry of their Options, the Optionee's legal representative may, by the earlier of:

(a) one year from the date of the Optionee's death (or such lesser period as may be specified by the Board at the time of granting the Options or at any time thereafter subject to compliance with applicable laws); and

(b) the expiry date of the Options,

exercise all of any portion of the vested Options held by such Optionee.

4.6 Expiry on Termination or Cessation. If an Optionee ceases to be a Consultant, Director, Officer or Employee for any reason other than death, their Options shall terminate within a reasonable time as specified by the Board at the time of granting the Options, such period not to exceed a period of one year from the date of termination, and all rights to purchase Shares under such Options shall cease and expire and be of no further force or effect. Notwithstanding the foregoing, Options granted to any Optionee while the Company is a CPC, where the Optionee does not continue as a Director, Officer, Consultant or Employee of the Resulting Issuer following the completion of the Company's Qualifying Transaction, will have a maximum term of the later of 12 months after completion of the Qualifying Transaction and 90 days after the Optionee ceases to become a Director, Officer, Consultant or Employee of the Resulting Issuer, following which all rights to purchase Shares under such option shall cease and expire and be of no further force or effect.

4.7 Leave of Absence. Employment shall be deemed to continue intact during any sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Optionee's right to re-employment is guaranteed either by statute or by contract. If the period of

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such leave exceeds 90 days and the Optionee's re-employment is not so guaranteed, then the Optionee's employment shall be deemed to have terminated on the 91st day of such leave.

4.8 Assignment. No Options granted under this Plan, or any rights thereunder, shall be transferable or assignable other than by will or pursuant to the laws of succession, except that, if permitted by the rules and policies of the Exchange, an Optionee shall have the right to assign any Options granted to the Optionee to a trust or similar legal entity established by such Optionee.

4.9 Notice. Options shall be exercised only in accordance with the terms and conditions of this Plan and, as applicable, the agreements under which they are respectively granted, and shall be exercisable only by notice in writing to the Company at its principal place of business.

4.10 Payment. Subject to any vesting requirements described in any individual option agreement, Options may be exercised, in whole or in part, at any time prior to their lapse or termination. The exercise price of all Options must be paid in cash and no Options may be exercised pursuant to a cashless exercise, unless otherwise approved by the Exchange and any other applicable regulatory authorities. Shares purchased by an Optionee on exercise of an option shall be paid for in full at the time of their purchase (i.e. concurrently with the giving of the requisite notice).

4.11 Share Certificate. As soon as practicable after due exercise of Options hereunder, the Company shall issue a share certificate evidencing the Shares with respect to which the Options have been exercised (or confirmation of the electronic issuance thereof (in any case, a "Confirmation")). Until the issuance of such share certificate or Confirmation, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Options. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate or Confirmation is issued, except as provided in Part 6 hereof. All Shares acquired on exercise of Options prior to the completion of a Qualifying Transaction must also be deposited into escrow and will be subject to escrow until the Final Exchange Bulletin (as defined in the policies of the Exchange) is issued.

4.12 Vesting. No Option shall be exercisable until it has vested. Unless otherwise indicated by the Board at the time of grant, Options granted under this Plan shall fully vest on the date of grant; provided that, in accordance with the policies of the Exchange, Options issued to Consultants providing investor relations services to the Company must vest (and not otherwise be exercisable) in stages over a minimum of 12 months, with no more than 1/4 of the Options vesting in any 3 month period.

4.13 Hold Period. In addition to any resale restrictions under applicable securities legislation, all Options granted hereunder and all Shares issued on the exercise thereof will, if applicable under the policies of the Exchange, be subject to a hold period of four months from the date of grant, and the stock option agreements and any certificates representing such Shares will bear the following legend:

"Without prior written approval of the Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada, or to or for the benefit of a Canadian resident, until [insert date]."

4.14 Optionees. Only Directors, Officers, Consultants, Employees or Management Company Employees may be granted Options hereunder. If an Optionee is a company, it must agree not to effect or permit any transfer of ownership or option of securities of the company nor to issue further shares of any class of securities of the company to any other person as long as any Options granted to such Optionee hereunder remain outstanding, except with the prior written consent of the Exchange.

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4.15 Automatic Extension of Term of Options. The expiry date of any Options will be automatically extended if the expiry date falls within a blackout period during which the Company prohibits Optionees from exercising their Options, provided that:

(a) the blackout period has been formally imposed by the Company 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 Company formally imposing a blackout period, the expiry date of any Options will not be automatically extended in any circumstances;

(b) the blackout period expires upon the general disclosure of the undisclosed material information and the expiry date of the affected Options is extended to no later than ten business days after the expiry of the blackout period; and

(c) the automatic extension will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company's securities.

PART 5 RESERVE OF SHARES FOR OPTIONS

5.1 Maximum Number of Shares Reserved Under Plan. Subject to adjustment as provided in Part 6 hereof, while the Company is a CPC, the aggregate number of Shares which may be subject to issuance pursuant to Options granted under this Plan shall not exceed 10% of the issued and outstanding Shares, the maximum number of Shares reserved for issuance under this Plan shall be up to 10% of the issued and outstanding Shares at the time of any grant of Options hereunder. Any stock options granted outside of this Plan, which are in existence on the effective date of this Plan shall be counted as if granted under this Plan. The terms of this Plan shall not otherwise govern such pre-existing stock options, unless otherwise determined by the Board.

5.2 Disinterested Shareholder Approval. Unless Disinterested Shareholder Approval is obtained, under no circumstances shall this Plan, together with all of the Company's other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, result in or allow at any time:

(a) the number of Shares reserved for issuance under Options granted to Insiders to exceed 10% of the outstanding Shares at the time of grant of such Options;

(b) the grant to Insiders, within a one year period, of a number of Options exceeding 10% of the outstanding Shares at the time of grant;

(c) except in the case of a Tier 1 Issuer (or equivalent), the issuance to any one Insider and such Insider's Associates, within a one year period, of a number of Shares exceeding 5% of the outstanding Shares at the time of grant of any Options; or

(d) any reduction in the exercise price of Options granted to any person who is an Insider at the time of the proposed reduction.

PART 6 CHANGES IN SHARES

6.1 Share Consolidation or Subdivision. In the event that the Shares are at any time subdivided or consolidated, the number of Shares reserved for issuance on the exercise of any outstanding Options, and the exercise price therefor, shall be adjusted accordingly.

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6.2 Stock Dividend. In the event that the Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for issuance on the exercise of any outstanding Options, and the exercise price therefor, may be adjusted by the Board to such extent as the Board deems proper in its sole discretion.

6.3 Reorganization. Subject to any required approval of the Company's shareholders, if the Company shall be a party to any reorganization, merger, dissolution or sale or lease of all or substantially all of its assets, whether or not the Company is the surviving entity, any outstanding Options shall be adjusted so as to apply to the securities to which the holder of the number of Shares issuable on exercise of such Options would have been entitled by reason of such reorganization, merger or sale or lease of all or substantially all of the Company's assets; provided however that the Company may satisfy any obligations to an Optionee hereunder by paying to such Optionee, in cash, the difference between the exercise price of all unexercised Options granted hereunder and the fair market value of the securities to which the Optionee would be entitled upon exercise of all unexercised Options, regardless of whether all conditions of exercise relating to continuous employment, or otherwise, have been satisfied. Adjustments under this Section 6.3, or any determinations as to the fair market value of any securities, shall be made by the Board, and any reasonable determination made by the Board shall be binding and conclusive.

6.4 Rights Offering. If at any time the Company grants to the holders of its outstanding Shares rights to subscribe for and purchase, pro rata, additional securities of the Company or of any other entity, there shall be no adjustments made to the number of Shares exercisable under any outstanding Options at such time in consequence thereof.

PART 7 EXCHANGE'S RULES AND POLICIES APPLY

This Plan, and the granting and exercise of any Options hereunder, are and will be subject to such other terms and conditions as may be set out from time to time in the rules and policies of the Exchange and other applicable securities legislation, and such rules and policies shall be deemed to be incorporated into, and become a part of, this Plan. In the event of any inconsistency between the provisions of such rules and policies and of this Plan, the provisions of such rules and policies shall govern.

PART 8 AMENDMENT OF PLAN

8.1 Board May Amend. Subject to Part 5, the Board may, by resolution, amend or terminate this Plan, but no such amendment or termination shall, except with the written consent of the holders of any affected Options, change the terms and conditions of Options previously granted under this Plan which have not then been exercised or terminated.

8.2 Exchange Approval. Any amendment to this Plan or the terms of any Options granted hereunder shall not become effective until accepted for filing by the Exchange.

PART 9 MISCELLANEOUS PROVISIONS

9.1 Tax Withholding. The Company may withhold from any amount payable to any Optionee, either under this Plan or otherwise, such amount as it reasonably believes is necessary to enable the Company to comply with the applicable requirements of any federal, provincial, local or foreign laws, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to stock options (in any case, "Withholding Obligations"). The

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Company may also satisfy any liability for any such Withholding Obligations, on such terms and conditions as the Company may determine, in its discretion, by:

(a) requiring an Optionee, as a condition to the exercise of any Options, to make such arrangements as the Company may require so that the Company can satisfy the Withholding Obligations, including requiring the Optionee to remit to the Company, in advance, or reimburse the Company for, any such Withholding Obligations; or

(b) selling, on the Optionee's behalf, or requiring the Optionee to sell, any Shares acquired by the Optionee on exercise of any Options, or retaining any amount which would otherwise be payable to the Optionee in connection with any such sale.

9.2 Other Plans Not Affected. This Plan shall not in any way affect the policies or decisions of the Board in relation to the remuneration of Directors, Officers, Employees or Consultants.

9.3 Effective Date of Plan. This Plan shall become effective upon receipt of shareholder approval, if such approval is required by applicable laws. However, Options may be granted under this Plan prior thereto. Any Options granted prior thereto may not be exercised prior to such date.

9.4 Headings. The headings used in this Plan are for convenience of reference only and shall not in any way affect, or be used in interpreting any of the provisions of, this Plan.

9.5 No Obligation to Exercise. Optionees shall be under no obligation to exercise any Options granted under this Plan.

9.6 Termination of Plan. This Plan shall only terminate pursuant to a resolution of the Board or the Company's shareholders.

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SCHEDULE A

FORM OF STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made on the __ day of _, 20_ between Haw Capital 2 Corp. (the “Company”) and the undersigned (“You” or “Your”).

WHEREAS:

A. The Company has adopted a stock option plan effective as of _, 20_ (the “Plan”); and

B. You are a director, officer, employee or consultant of the Company or a subsidiary of the Company, and the Company wishes to grant You stock options (each, an “Option”) in accordance with the provisions of the Plan and the terms of this Agreement, with each Option entitling You to purchase one common share in the capital of the Company (each, a “Share”) on the terms set out in the Plan and this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, You and the Company agree as follows:

Except as provided in this Agreement, any inconsistencies between this Agreement and the Plan shall be governed by the provisions of the Plan. You understand and agree that You should discuss any questions with respect to the tax consequences or legal terms of Your Options with Your accountant or legal advisor.
The Company hereby grants You the number of Options set out in the following table, at the Exercise Price set out in the table, which will vest and be exercisable as set out in the table and expire (if not previously exercised) as of 5:00 p.m. (Vancouver time) on the Expiry Date set out in the table:

Number of Options	Exercise Price	Vesting Provisions	Expiry Date (subject to acceleration)
•	•	•	•

You confirm, understand and agree that:

(a) You have read and understand the Plan and have been advised to seek independent legal advice with respect to Your rights in respect of the Options, and agree to the terms and conditions of the Plan and of this Agreement;

(b) You are not a resident of the United States or otherwise required to pay income or other tax in the United States;

(d) the expiry date of the vested Options will be accelerated to an earlier date in certain circumstances, including in the event of Your death or disability, or Your resignation or termination from the Company, as further described in the Plan;

(e) any unvested Options outstanding as of 5:00 p.m. Vancouver time on the applicable expiry date, will expire and be of no further force or effect;

(f) You cannot transfer or assign the Options, except as permitted by the Plan, and the Options may only be exercised by You; and

(g) the Options are subject to the terms and conditions of the Plan, including all amendments to the Plan required by the TSX Venture Exchange (the "Exchange") or other regulatory authority, or the board of directors of the Company.

In order to exercise any of the Options, You or Your representative must complete a Notice of Exercise (in the form attached as Exhibit A to this Agreement) and deliver it to the Company, together with a certified cheque or money order in the amount of the Exercise Payment (as defined in Exhibit A), which includes the exercise price plus any additional amount required with respect to withholding taxes as contemplated by Section 5 of this Agreement, following which, assuming everything is in order, the Company will deliver You a share certificate representing the Shares, or confirmation of the electronic issuance thereof, within 10 business days.
Unless the Company permits otherwise, You shall pay the Company all local, provincial and federal withholding taxes applicable to the grant or exercise of the Options, or the transfer or other disposition of the Shares. Any such payment must be made prior to exercise when the Company has confirmed the amount of the tax obligation. If You have not paid the necessary tax withholding payment prior to exercise of the Options, the Company can use the remedies available to it in the Plan to comply with its withholding obligations. In addition, the Company may, at its discretion, sell, on Your behalf, or require You to sell, the Shares you acquire, or retain amounts which would otherwise be payable to You in connection with any such sale, in order to meet its withholding obligations.
You acknowledge and consent to the Company collecting personal information about You (collectively, the "Personal Information"), for the purposes set out in Exhibit B. The Company may need to disclose this information to:

(a) the Exchange or any securities regulatory authorities;

(b) the Company's registrar and transfer agent;

(d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

You consent to the Company's collection, use and disclosure of Your Personal Information and to the Company's retention of Your Personal Information for as long as required by law or business practice. You also consent to the filing of copies of any documents as may be required to be filed with the Exchange or any securities regulatory authority in connection with the grant of the Options. The Chief Financial Officer of the Company is available to answer questions about the collection of Your Personal Information by the Company.

This Agreement, and all matters related hereto or arising herefrom, shall be governed by and construed in accordance with the laws of the Province of Alberta and this Agreement shall be treated in all respects as an Alberta contract.
Delivery of an executed copy of this Agreement by email or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement by each of the Parties as of the date first above written.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first set forth above.

HAW CAPITAL 2 CORP.

Per:
Authorized Signatory

WITNESSED BY:

Signature

Name

Address

[OPTIONEE NAME]

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EXHIBIT A

TO: Haw Capital 2 Corp. (the "Company")

NOTICE OF EXERCISE

All capitalized terms used in this Notice of Exercise (this "Notice") but not defined have the meaning given to them in the stock option agreement (the "Agreement") between the Company and the undersigned (the "Optionee") that is included with this Notice. The Optionee wishes to exercise _____ (number) of the Options granted under the Agreement at the Exercise Price per Share set out in the Agreement and on the other terms and conditions set forth in the Agreement and the Plan. Accompanying this Notice is a cheque or money order for payment of: i) the amount that is equal to the number of exercised Options multiplied by the Exercise Price; AND ii) the amount that is equal to 25% of the number of exercised Options multiplied by the difference between the Exercise Price and the closing price of the Shares on the Exchange on the date prior to the date of this Notice (the "Share Price"), which is being paid to satisfy the income tax withholding obligations in connection with the exercise of the Options and will appear on the Optionee's T4 slip (together, the "Exercise Payment"). The Optionee hereby directs the Company to issue, register and deliver the Shares as follows:

Registration Information:	Delivery Instructions:
Name to appear on share certificate:	Name
Address	Address
	Telephone Number

SIGNED by the Optionee on the __ day of __, 20 ____

Name of Optionee (Please type or print)

Signature of Optionee or Authorized Signatory

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Name and Office of Authorized Signatory

Address of Optionee

Email Address

EXHIBIT B TSX VENTURE EXCHANGE ACKNOWLEDGEMENT – PERSONAL INFORMATION

TSX

TSX Venture Exchange Inc. and its affiliates, authorized agents, subsidiaries and divisions, including the TSX Venture Exchange (collectively referred to as "the Exchange") collect Personal Information in certain Forms that are submitted by the individual and/or by an Issuer or Applicant and use it for the following purposes:

to conduct background checks,
to verify the Personal Information that has been provided about each individual,
to consider the suitability of the individual to act as an officer, director, insider, promoter, investor relations provider or, as applicable, an employee or consultant, of the Issuer or Applicant,
to consider the eligibility of the Issuer or Applicant to list on the Exchange,
to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the Issuer, or its associates or affiliates,
to conduct enforcement proceedings, and
to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

As part of this process, the Exchange also collects additional Personal Information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be disclosed:

(a) to the agencies and organizations in the preceding paragraph, or as otherwise permitted or required by law, and they may use it in their own investigations for the purposes described above; and
(b) on the Exchange's website or through printed materials published by or pursuant to the directions of the Exchange.

The Exchange may from time to time use third parties to process information and/or provide other administrative services. In this regard, the Exchange may share the information with such third-party service providers.

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E-1
APPENDIX "E"
OMNIBUS PLAN

See attached.

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NAKED REVIVAL INC.

OMNIBUS EQUITY INCENTIVE PLAN

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ARTICLE 1 INTERPRETATION

1.1 Definitions ... 1
1.2 Interpretation ... 6

ARTICLE 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

2.1 Purpose of the Plan ... 7
2.2 Implementation and Administration of the Plan ... 7
2.3 Participation in this Plan ... 8
2.4 Shares Subject to the Plan ... 8
2.5 Participation Limits ... 9
2.6 Granting of Awards ... 10

ARTICLE 3 OPTIONS

3.1 Nature of Options ... 10
3.2 Option Awards ... 10
3.3 Option Price ... 11
3.4 Option Term ... 11
3.5 Exercise of Options ... 11
3.6 Method of Exercise and Payment of Purchase Price ... 11
3.7 Option Agreements ... 12

ARTICLE 4 RESTRICTED AND PERFORMANCE SHARE UNITS

4.1 Nature of Share Units ... 13
4.2 Share Unit Awards ... 13
4.3 Share Unit Agreements ... 14
4.4 Vesting of Share Units ... 14
4.5 Redemption / Settlement of Share Units ... 14
4.6 Determination of Amounts ... 16
4.7 Award of Dividend Equivalents ... 17

ARTICLE 5 DEFERRED SHARE UNITS

5.1 Nature of DSUs ... 17
5.2 DSU Awards ... 17
5.3 DSU Agreements ... 18
5.4 Vesting of DSUs ... 18
5.5 Redemption / Settlement of DSUs ... 18
5.6 Determination of Amounts ... 20
5.7 Award of Dividend Equivalents ... 21

ARTICLE 6 GENERAL CONDITIONS

6.1 General Conditions Applicable to Awards ... 21
6.2 General Conditions Applicable to Options ... 23
6.3 General Conditions Applicable to Share Units and/or DSUs ... 24

ARTICLE 7 ADJUSTMENTS AND AMENDMENTS

7.1 Adjustment to Shares Subject to Outstanding Awards ... 25
7.2 Change of Control ... 25

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7.3 Initial Approval, Amendment or Discontinuance of the Plan...26

ARTICLE 8 MISCELLANEOUS...27

8.1 Use of an Administrative Agent...27
8.2 Tax Withholding...28
8.3 Securities Law Compliance...28
8.4 Reorganization of the Corporation...29
8.5 Quotation of Shares...29
8.6 Governing Laws...29
8.7 Severability...29
8.8 Code Section 409A...29
8.9 Effective Date of the Plan...31

NAKED REVIVAL INC.
OMNIBUS EQUITY INCENTIVE PLAN

NAKED Revival Inc. (the "Corporation") hereby establishes an omnibus equity incentive plan for certain qualified directors, officers, employees and consultants of the Corporation or any of its Subsidiaries (as defined herein).

ARTICLE 1

INTERPRETATION

1.1 Definitions

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

"Account" means a notional account maintained for each Participant on the books of the Corporation which will be credited with Share Units or DSUs, as applicable, in accordance with the terms of this Plan;

"Affiliate" has the meaning ascribed thereto in the Securities Act (British Columbia), as amended, supplemented or replaced from time to time;

"Award" means any of an Option, Share Unit or DSU granted pursuant to, or otherwise governed by, the Plan;

"Award Agreement" means an agreement evidencing the grant to a Participant of an Award, including an Option Agreement, a Share Unit Agreement, a DSU Agreement, an Employment Agreement or a Consulting Agreement;

"Blackout Period" means a period during which the Corporation prohibits Participants from trading securities of the Corporation which is formally imposed by the Corporation pursuant to its internal trading policies (which, for greater certainty, does not include a period during which a Participant or the Corporation is subject to a cease trade order (or similar order under securities laws) in respect of the Corporation's securities);

"Blackout Period Expiry Date" means the date on which a Blackout Period expires;

"Board" means the board of directors of the Corporation as constituted from time to time;

"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, when Canadian chartered banks are generally open for business in Vancouver, British Columbia for the transaction of banking business;

"Canadian Participant" means a Participant who is a resident of Canada and/or who is granted an Award in respect of, or by virtue of, employment services rendered in Canada, provided that, for greater certainty, a Participant may be both a Canadian Participant and a U.S. Taxpayer;

"Cause" has the meaning ascribed thereto in Section 6.2(1) hereof;

"Change of Control" means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

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(a) any transaction (other than a transaction described in paragraph (b) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation's then issued and outstanding securities entitled to vote in the election of directors of the Corporation, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Corporation under any of the Corporation's equity incentive plans;

(b) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Corporation and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (i) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (ii) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation, merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;

(c) the sale, lease, exchange, license or other disposition of assets, rights or properties of the Corporation or any of its Subsidiaries which have an aggregate book value greater than 50% of the book value of the assets, rights and properties of the Corporation and its Subsidiaries on a consolidated basis to any other Person, other than a disposition to a wholly-owned Subsidiary of the Corporation in the course of a reorganization of the assets of the Corporation and its wholly-owned Subsidiaries;

(d) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up the Corporation's business or significantly rearrange its affairs or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or

(e) individuals who, immediately prior to a particular time, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least 50% of the members of the Board immediately following such time; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

"Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations promulgated thereunder;

"Code Section 409A" means Section 409A of the Code and applicable regulations and guidance issued thereunder;

"Consultant" means an individual (other than an Employee, Officer or Director of the Corporation or a Subsidiary) or company that: (a) is engaged to provide on an ongoing bona fide basis, consulting, technical,

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management or other services to the Corporation or to a Subsidiary, other than services provided in relation to a distribution; (b) provides the services under a written contract between the Corporation or the Subsidiary and the individual or company, as the case may be; (c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or a Subsidiary; and (d) has a relationship with the Corporation or a Subsidiary that enables the individual to be knowledgeable about the business and affairs of the Corporation;

"Consulting Agreement" means any written consulting agreement between the Corporation or a Subsidiary and a Participant who is a Consultant;

"Designated Broker" means a broker who is independent of, and deals at arm's length with, the Corporation and its Subsidiaries and is designated by the Corporation;

"Dividend Equivalent" means additional Share Units or DSUs credited to a Participant's Account as a dividend equivalent pursuant to Section 4.7 or Section 5.7, respectively;

"Director" has the meaning ascribed thereto in section 1 of Policy 4.4;

"DSU" means a deferred share unit, which is a right awarded to a Participant to receive a payment as provided in Article 5 hereof and subject to the terms and conditions of this Plan;

"DSU Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof, a form of which is attached hereto as Exhibit "D";

"DSU Redemption Date" means, with respect to a particular DSU, the date on which such DSU is redeemed in accordance with the provisions of this Plan;

"Eligible Participant" means: (a) in respect of a grant of Options, any Director, Officer, Employee, Consultant or Investor Relations Service Provider of the Corporation or any of its Subsidiaries, (b) in respect of a grant of Share Units, any Director, Officer, Employee or Consultant of the Corporation or any of its Subsidiaries (other than Investor Relations Service Provider), and (c) in respect of a grant of DSUs, any Non-Employee Director (other than Investor Relations Service Provider);

"Employee" has the meaning ascribed thereto in section 1 of Policy 4.4;

"Employment Agreement" means, with respect to any Participant, any written employment agreement between the Corporation or a Subsidiary and such Participant;

"Exchange" means the TSXV or, if the Shares are not listed and posted for trading on the TSXV at a particular date, such other stock exchange or trading platform upon which the Shares are listed and posted for trading and which has been designated by the Board;

"Exercise Notice" means a notice in writing signed by a Participant and stating the Participant's intention to exercise a particular Option, if applicable;

"Insider" has the meaning ascribed thereto in section 1.2 of Policy 1.1 – Interpretation of the Corporate Finance Manual of the TSXV;

"Investor Relations Service Provider" has the meaning ascribed thereto in section 1 of Policy 4.4;

"ITA" means the Income Tax Act (Canada), as amended from time to time;

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"ITA Regulations" means the regulations promulgated under the ITA, as amended from time to time;

"Management Company Employee" has the meaning ascribed thereto in section 1 of Policy 4.4;

"Market Value of a Share" means, with respect to any particular date as of which the Market Value of a Share is required to be determined, (a) if the Shares are then listed on the TSXV, the closing price of the Shares on the TSXV on the last Trading Day prior to such particular date; (b) if the Shares are not then listed on the TSXV, the closing price of the Shares on any other stock exchange on which the Shares are then listed (and, if more than one, then using the stock exchange on which a majority of trading in the Shares occurs) on the last Trading Day prior to such particular date; or (c) if the Shares are not then listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith, and such determination shall be conclusive and binding on all Persons;

"Non-Employee Director" means a member of the Board who is not otherwise an Employee or Officer of the Corporation or a Subsidiary;

"Officer" has the meaning ascribed thereto in section 1 of Policy 4.4;

"Option" means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price;

"Option Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of Options and the terms and conditions thereof, a form of which is attached hereto as Exhibit "A";

"Option Price" has the meaning ascribed thereto in Section 3.2(1) hereof;

"Option Term" has the meaning ascribed thereto in Section 3.4 hereof;

"Outstanding Issue" means the number of Shares that are issued and outstanding as at a specified time, on a non-diluted basis;

"Participant" means any Eligible Participant that is granted one or more Awards under the Plan;

"Performance Criteria" means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Option or Share Unit;

"Performance Period" means the period determined by the Board at the time any Option or Share Unit is granted or at any time thereafter during which any Performance Criteria and any other vesting conditions specified by the Board with respect to such Option or Share Unit are to be measured;

"Person" means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

"Plan" means this Omnibus Equity Incentive Plan, including the exhibits hereto, as amended or amended and restated from time to time;

"Policy 4.4" means Policy 4.4 – Security Based Compensation of the Corporate Finance Manual of the TSXV.

"Redemption Date" has the meaning ascribed thereto in Section 4.5(1) hereof;

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"Restriction Period" means, with respect to a particular grant of Share Units, the period between the date of grant of such Share Units and the latest Vesting Date in respect of any portion of such Share Units;

"Retirement" means a voluntary resignation of a Participant where the Participant has reached 65 years of age, or as otherwise stipulated from time to time in the Corporation's retirement policy (as such policy may be established or revised from time to time at the discretion of the Corporation and subject to applicable laws), or as otherwise determined by the Board;

"SEC" means the U.S. Securities and Exchange Commission;

"Separation from Service" has the meaning ascribed to it under Code Section 409A;

"Share Compensation Arrangement" means any stock option, stock option plan, employee stock purchase plan, long-term incentive plan or other compensation or incentive mechanism involving the issuance or potential issuance of Shares from treasury, including a share purchase from treasury by a full-time employee, officer, director, Insider or Consultant which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;

"Share Limit" has the meaning ascribed thereto in Section 2.4(1)(b) hereof;

"Share Unit" means a right awarded to a Participant to receive a payment as provided in Article 4 hereof and subject to the terms and conditions of this Plan;

"Share Unit Agreement" means a written agreement between the Corporation and a Participant evidencing the grant of Share Units and the terms and conditions thereof, a form of which is attached hereto as Exhibit "C";

"Share Unit Outside Expiry Date" has the meaning ascribed thereto in Section 4.5(4) hereof;

"Shares" means the common shares in the capital of the Corporation;

"Subsidiary" means a corporation, company or partnership that is controlled, directly or indirectly, by the Corporation;

"Termination Date" means (a) in the event of a Participant's resignation or Retirement, the date on which such Participant ceases to be a Director, Officer, Employee or Consultant of the Corporation or any Subsidiary, (b) in the event of the termination of a Participant's employment, or position as Director or Officer of the Corporation or a Subsidiary, or Consultant, the effective date of the termination as specified in the notice of termination provided to the Participant by the Corporation or the Subsidiary, as the case may be, and (c) in the event of a Participant's death or disability, the date of death or the date on which such Participant ceases to be a Director, Officer, Employee or Consultant of the Corporation or any Subsidiary by reason of disability, as applicable; provided that, in all cases, in applying the provisions of this Plan to DSUs granted to a Canadian Participant, the "Termination Date" shall be the date on which the Participant is neither a Director, Officer or Employee of the Corporation or of any affiliate of the Corporation (where "affiliate" has the meaning ascribed thereto by the Canada Revenue Agency for the purposes of paragraph 6801(d) of the ITA Regulations);

"Termination of Service" means that a Participant has ceased to be an Eligible Participant;

"Trading Day" means any day on which the TSXV or other applicable stock exchange is open for trading;

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"TSXV" means the TSX Venture Exchange;

"U.S." or "United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"U.S. Share Unit Outside Expiry Date" has the meaning ascribed thereto in Section 4.1 hereof;

"U.S. Taxpayer" means a Participant who is a U.S. citizen, a U.S. permanent resident or other person who is subject to taxation on their income or in respect of Awards under the Code, provided that, for greater certainty, a Participant may be both a Canadian Participant and a U.S. Taxpayer; and

"Vesting Date" has the meaning ascribed thereto in Section 4.4 hereof.

"VWAP" means the volume weighted average trading price of the Shares on the Exchange, calculated by dividing the total value by the total volume of the Shares traded for the five trading days immediately preceding the exercise of the subject Option.

1.2 Interpretation

(1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term "discretion" or "authority" means the sole and absolute discretion or authority, as the case may be, of the Board.

(2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.

(3) In this Plan, words importing the singular shall include the plural and vice versa and words importing any gender include any other gender.

(4) The words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation".

(5) In this Plan, the expressions "Article", "Section" and other subdivision followed by a number mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.

(6) Unless otherwise specified in the Participant's Award Agreement, all references to dollar amounts are to Canadian currency, and where any amount is required to be converted to or from a currency other than Canadian currency, such conversion shall be based on the exchange rate quoted by the Bank of Canada on the Business Day immediately preceding the applicable date of conversion.

(7) For purposes of this Plan, the legal representatives of a Participant shall only include the legal representative of the Participant's estate or will.

(8) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

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ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

2.1 Purpose of the Plan

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

(a) to align the interests of the Corporation with those of the Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;

(b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;

(d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.

2.2 Implementation and Administration of the Plan

(1) The Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee appointed by the Board. If such committee is appointed for this purpose, all references to the "Board" herein will be deemed references to such committee. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approval.

(2) Subject to Article 7 and any applicable rules of an Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable jurisdiction.

(3) Subject to the provisions of this Plan, applicable laws and the rules of the TSXV, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operation of the Plan and any Award Agreements as it may deem necessary or advisable. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on the Corporation, its Subsidiaries and all Eligible Participants.

(4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board, or any Person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.

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(5) The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or varying or amending its share capital or corporate structure.

2.3 Participation in this Plan

(1) The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant, vesting, exercise or settlement of an Award or any transactions in the Shares or otherwise in respect of participation under the Plan. Neither the Corporation nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant (or any Person with whom the Participant does not deal at arm's length within the meaning of the ITA) under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant (or any Person with whom the Participant does not deal at arm's length within the meaning of the ITA) to compensate for a downward fluctuation in the price of the Shares or any shares of the Corporation or of a related (within the meaning of the ITA) corporation, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and its Subsidiaries do not assume and shall not have responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

(2) Participants (and their legal representatives) shall have no legal or equitable right, claim or interest in any specific property or asset of the Corporation or any of its Subsidiaries. No asset of the Corporation or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Corporation or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.

(3) Unless otherwise determined by the Board, the Corporation shall not offer financial assistance to any Participant in regards to the exercise of any Award granted under this Plan; provided, however, if any financial assistance is provided to a Participant, such lending of funds shall comply with Section 6.5 of Policy 4.4 and shall be subject to the prior approval of the Exchange.

2.4 Shares Subject to the Plan

(1) Subject to adjustment pursuant to Article 7 hereof, and as may be approved by the Exchange and the shareholders of the Corporation from time to time:

(a) the securities that may be acquired by Participants pursuant to Awards under this Plan shall consist of authorized but unissued Shares, provided that in the case of Share Units and DSUs, the Corporation (or applicable Subsidiary) may, at its sole discretion, elect to settle such Share Units or DSUs in Shares acquired in the open market by a Designated Broker for the benefit of a Participant; and

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(b) the total number of Shares reserved and available for grant and issuance pursuant to Awards under the Plan (including such number of securities issued as Dividend Equivalents) shall be equal to a maximum of 10% of the Outstanding Issue from time to time, less the number of Shares reserved for issuance pursuant to any other Share Compensation Arrangement, if any (the "Share Limit"). During the terms of the Awards, the Corporation shall keep available at all times the number of Shares required to satisfy such Awards. Except for Options which shall be settled in Shares issued from treasury, Shares available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Corporation in any manner.

(2) For the purposes of calculating the number of Shares reserved for issuance under this Plan:

(a) each Option shall be counted as reserving one Share under the Plan, and

(b) notwithstanding that the settlement of any Share Unit or DSU in Shares shall be at the sole discretion of the Corporation as provided herein, each Share Unit and each DSU shall, in each case, be counted as reserving one Share under the Plan.

(3) No Award may be granted if such grant would have the effect of causing the total number of Shares reserved for issuance under this Plan to exceed the Share Limit as set out above.

(4) If (a) an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or exercised in full, or (b) an outstanding Award (or portion thereof) is settled in cash, then in each such case the Shares reserved for issuance in respect of such Award (or portion thereof) will again be available for issuance under the Plan.

2.5 Participation Limits

(1) In no event shall this Plan, together with all other established and outstanding Share Compensation Arrangements of the Corporation, permit at any time:

(a) the aggregate number of Shares reserved for issuance under Awards granted to Insiders (as a group) at any point in time to exceed 10% of the Outstanding Issue; or

(b) the grant to Insiders (as a group), within any 12 month period, of an aggregate number of Awards exceeding 10% of the Outstanding Issue, calculated at the date an Award is granted to any Insider,

unless the Corporation has obtained the requisite disinterested shareholder approval.

(2) The aggregate number of Awards granted to any one Person (and companies wholly-owned by that Person) in any 12 month period shall not exceed 5% of the Outstanding Issue, calculated on the date an Award is granted to the Person, unless the Corporation has obtained the requisite disinterested shareholder approval.

(3) The aggregate number of Awards granted to any one Consultant in any 12 month period shall not exceed 2% of the Outstanding Issue, calculated at the date an Award is granted to the Consultant.

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(4) The aggregate number of Options granted to all Investor Relations Service Providers shall not exceed 2% of the Outstanding Issue in any 12 month period, calculated at the date an Option is granted to any such Person. Investor Relations Service Providers may not receive any Awards, other than Options.

(5) Upon authorization by the Board of the exercise of an Option on a "cashless exercise" basis pursuant to Section 3.6(3) or "net exercise" basis pursuant to Section 3.6(4), the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Corporation, will be included in calculating the limits set forth in Section 2.4(1)(b) and this Section 2.5. Notwithstanding the foregoing, Shares reserved for issuance pursuant to an Award that has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised, and pursuant to which no securities have been issued, will continue to be issuable under this Plan.

2.6 Granting of Awards

Any Award granted under or otherwise governed by the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any stock exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant, exercise or settlement of such Award or the issuance or purchase of Shares thereunder, as applicable, such Award may not be granted, exercised or settled, as applicable, in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

ARTICLE 3 OPTIONS

3.1 Nature of Options

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions thereof. For greater certainty, the Corporation is obligated to issue and deliver the designated number of Shares on the exercise of an Option and shall have no independent discretion to settle an Option in cash or other property other than Shares issued from treasury. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

3.2 Option Awards

(1) Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Participants who may receive Options under the Plan, (b) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted (which shall not be prior to the date of the resolution of the Board), (c) subject to Section 3.3, determine the price per Share to be payable upon the exercise of each such Option (the "Option Price"), (d) determine the relevant vesting provisions (including Performance Criteria, if applicable) and (e) determine the Option Term, the whole subject to the terms and conditions prescribed in this Plan or in any Option Agreement, and any applicable rules of the Exchange. For Options granted to Employees, Management Company Employees and Consultants, the

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Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Management Company Employee or Consultant, as the case may be.

(2) All Options granted herein shall vest in accordance with the terms of the Option Agreement entered into in respect of such Options. Notwithstanding the foregoing, Options granted to Investor Relations Service Providers must vest in stages over a period of not less than twelve (12) months with no more than one-quarter (1/4) of the Options vesting in any three month period. No acceleration of the vesting provisions of Options granted to Investor Relations Service Providers is allowed without the prior acceptance of the TSXV.

3.3 Option Price

The Option Price in respect of any Option shall be determined and approved by the Board when such Option is granted, but shall not be less than the Market Value of a Share as of the date of the grant. A minimum exercise price cannot be established unless the Options are allocated to particular Participants.

3.4 Option Term

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date of grant of the Option ("Option Term"). Unless otherwise determined by the Board, all unexercised Options shall be cancelled, without any compensation, at the expiry of such Options. Notwithstanding the expiration provisions hereof, if the date on which an Option Term expires falls within a Blackout Period, the expiration date of the Option will be the date that is ten (10) Business Days after the Blackout Period Expiry Date. Notwithstanding anything else herein contained, the ten (10) Business Day period referred to in this Section 3.4 may not be further extended by the Board.

3.5 Exercise of Options

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board, at the time of granting the particular Option, may determine in its sole discretion.

3.6 Method of Exercise and Payment of Purchase Price

(1) Subject to the provisions of the Plan, including Sections 3.6(3) and 3.6(4), an Option granted under the Plan shall be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the legal representative of the Participant) by delivering a fully completed Exercise Notice, a form of which is attached hereto as Exhibit "B", to the Corporation at its registered office to the attention of the Chief Financial Officer of the Corporation (or the individual that the Chief Financial Officer of the Corporation may from time to time designate) or by giving notice in such other manner as the Corporation may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by payment, in full, of (a) the Option Price multiplied by the number of Shares specified in such Exercise Notice, and (b) such amount in respect of withholding taxes and other applicable source deductions as the Corporation may require under Section 8.2. Such payment shall be in the form of cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Board.

(2) Upon exercise of an Option, the Corporation shall, as soon as practicable after such exercise and receipt of all payments required to be made by the Participant to the Corporation in connection with

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such exercise, but no later than ten (10) Business Days following such exercise and payment, forthwith cause the transfer agent and registrar of the Shares either to:

(a) deliver to the Participant (or to the legal representative of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or the legal representative of the Participant) shall have then paid for and as are specified in such Exercise Notice; or

(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the legal representative of the Participant) shall have then paid for and as are specified in such Exercise Notice, which Shares shall be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

(3) The Board may, on terms established by it in its sole discretion and in accordance with Exchange policies (including, if the Corporation is listed on the TSXV, Section 4.8(d)(i) of Policy 4.4), permit an Option to be exercised by way of a "cashless exercise" basis.

(4) The Board may, in its sole discretion and in accordance with Exchange policies (including, if the Corporation is listed on the TSXV, Section 4.8(d)(ii) of Policy 4.4), permit Options held by a Participant who is not an Investor Relations Service Provider to be exercised on a "net exercise" basis such that the Participant receives only the number of Shares underlying such Options that is equal to the quotient obtained by dividing:

(A) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the Option Price of such Options;

(B) the VWAP of the underlying Shares.

(5) Where the Board permits a cashless exercise of Options as provided in Section 3.6(3) or a net exercise of Options as provided in Section 3.6(4), the Corporation shall, where the holder of the Option would otherwise be entitled to a deduction under paragraph 110(1)(d) of the ITA in respect of the ordinary exercise of the Option, make the requisite elections under subsection 110(1.1) of the ITA to agree not to claim a corporate level deduction in respect of such Option.

(6) No fractional Shares will be issued upon the exercise of Options granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the exercise of an Option, or from an adjustment pursuant to Section 7.1, such Participant will only have the right to acquire the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

3.7 Option Agreements

Options shall be evidenced by an Option Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine with reference to the form attached as Exhibit "A". The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax laws (including, in respect of Canadian Participants (other than Canadian Participants that are Consultants), such terms and conditions so as to ensure that the Option shall be continuously governed by section 7 of the ITA) or other laws in force in any

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country or jurisdiction of which the Participant may from time to time be a resident or citizen or provide services in or the rules of any regulatory body having jurisdiction over the Corporation.

ARTICLE 4

RESTRICTED AND PERFORMANCE SHARE UNITS

4.1 Nature of Share Units

A Share Unit is an Award that is a bonus for services rendered in the year of grant, that, upon settlement, entitles the recipient Participant to receive a cash payment equal to the Market Value of a Share or, at the sole discretion of the Board, a Share, and subject to such restrictions and conditions on vesting as the Board may determine at the time of grant, unless such Share Unit expires prior to being settled. Restrictions and conditions on vesting may, without limitation, be based on the passage of time during continued employment or other service relationship (sometimes referred to as a "Restricted Share Unit" or "RSU"), the achievement of specified Performance Criteria (sometimes referred to as a "Performance Share Unit" or "PSU"), or both.

Unless otherwise provided in the applicable Share Unit Agreement, it is intended that Share Units awarded to U.S. Taxpayers will be exempt from Code Section 409A under U.S. Treasury Regulation section 1.409A-1(b)(4), and accordingly such Share Units will be settled/redeemed by March 15th of the year following the year in which such Share Units are not, or are no longer, subject to a substantial risk of forfeiture (as such term is interpreted under Code Section 409A). For greater certainty, upon the satisfaction or waiver or deemed satisfaction of all Performance Criteria and other vesting conditions, the Share Units of U.S. Taxpayers will no longer be subject to a substantial risk of forfeiture, and will be settled/redeemed by March 15th of the following year (the "U.S. Share Unit Outside Expiry Date"). It is intended that, in respect of Share Units granted to Canadian Participants (other than Canadian Participants that are Consultants) as a bonus for services rendered in the year of grant, neither the Plan nor any Share Units granted hereunder will constitute a "salary deferral arrangement" as defined in subsection 248(1) of the ITA, by reason of the exclusion in paragraph (k) thereof. All Share Units granted hereunder shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages received or receivable by any Canadian Participant in respect of his or her services to the Corporation or a Subsidiary, as applicable.

4.2 Share Unit Awards

(1) Subject to the provisions herein and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Participants who may receive Share Units under the Plan, (b) fix the number of Share Units, if any, to be granted to each Eligible Participant and the date or dates on which such Share Units shall be granted, (c) determine the relevant conditions, vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of such Share Units, and (d) determine any other terms and conditions applicable to the granted Share Units, which need not be identical and which, without limitation, may include non-competition provisions, subject to the terms and conditions prescribed in this Plan and in any Share Unit Agreement. For Share Units granted to Employees, Management Company Employees and Consultants, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Management Company Employee or Consultant, as the case may be.

(2) All Share Units granted herein shall vest in accordance with the terms of the Share Unit Agreement entered into in respect of such Share Units, provided that no Share Unit shall vest before the one-year anniversary from the date of grant.

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(3) Subject to the vesting and other conditions and provisions in this Plan and in the applicable Share Unit Agreement, each Share Unit awarded to a Participant shall entitle the Participant to receive, on settlement, a cash payment equal to the Market Value of a Share, or, at the discretion of the Board, one Share or any combination of cash and Shares as the Board in its sole discretion may determine, in each case subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 8.2. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Shares in respect of any Share Unit, and, notwithstanding any discretion exercised by the Board to settle any Share Unit, or a portion thereof, in the form of Shares, the Board reserves the right to change such form of payment at any time until payment is actually made.

4.3 Share Unit Agreements

(1) The grant of a Share Unit by the Board shall be evidenced by a Share Unit Agreement in such form not inconsistent with the Plan as the Board may from time to time determine with reference to the form attached as Exhibit "C". Such Share Unit Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with this Plan and which the Board deems appropriate for inclusion in a Share Unit Agreement. The provisions of the various Share Unit Agreements issued under this Plan need not be identical.

(2) The Share Unit Agreement shall contain such terms that the Corporation considers necessary in order that the Share Units granted to U.S. Taxpayers will comply with Code Section 409A and any provisions respecting restricted share units in the income tax laws (including, in respect of Canadian Participants (other than Canadian Participants that are Consultants), such terms and conditions so as to ensure that the Share Units shall not constitute a "salary deferral arrangement" as defined in subsection 248(1) of the ITA, by reason of the exclusion in paragraph (k) thereof) or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or provide services in or the rules of any regulatory body having jurisdiction over the Corporation.

4.4 Vesting of Share Units

The Board shall have sole discretion to (a) determine if any vesting conditions with respect to a Share Unit, including any Performance Criteria or other vesting conditions contained in the applicable Share Unit Agreement, have been met, (b) waive the vesting conditions applicable to Share Units (or deem them to be satisfied), and (c) extend the Restriction Period with respect to any grant of Share Units, provided that (i) any such extension shall not result in the Restriction Period for such Share Units extending beyond the Share Unit Outside Expiry Date, and (ii) with respect to any grant of Share Units to a U.S. Taxpayer, such extension constitutes a substantial risk of forfeiture and such Share Units will continue to be exempt from (or otherwise comply with) Code Section 409A. The Corporation shall communicate to a Participant, as soon as reasonably practicable, the date on which all such applicable vesting conditions in respect of a grant of Share Units to the Participant have been satisfied, waived or deemed satisfied and such Share Units have vested (the "Vesting Date").

4.5 Redemption / Settlement of Share Units

(1) Subject to the provisions of this Section 4.5 and Section 4.6, a Participant's vested Share Units shall be redeemed in consideration for a cash payment on the date (the "Redemption Date") that is determined by the Corporation in its sole discretion, provided that such date shall not be later than:

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(a) in the case of a Canadian Participant, the earlier of: (i) 30 days following the Participant's Termination Date; or, (ii) the Share Unit Outside Expiry Date, and (b) in the case of a Participant who is a U.S. Taxpayer, the earlier of: (i) 30 days following the Participant's Termination Date; or, (ii) the U.S. Share Unit Outside Expiry Date.

(2) Subject to the provisions of this Section 4.5 and Section 4.6, during the period between the Vesting Date and the Redemption Date in respect of a Participant's vested Share Units, the Corporation (or any Subsidiary that is party to an Employment Agreement or Consulting Agreement with the Participant whose vested Share Units are to be redeemed) shall, at its sole discretion, be entitled to elect to settle all or any portion of the cash payment obligation otherwise arising in respect of the Participant's vested Share Units either (a) by the issuance of Shares to the Participant (or the legal representative of the Participant, if applicable) on the Redemption Date, or (b) by paying all or a portion of such cash payment obligation to the Designated Broker, who shall use the funds received to purchase Shares in the open market, which Shares shall be registered in the name of the Designated Broker in a separate account for the Participant's benefit.

(3) Settlement of a Participant's vested Share Units shall take place on the Redemption Date as follows:

(a) where the Corporation (or applicable Subsidiary) has elected to settle all or a portion of the Participant's vested Share Units in Shares issued from treasury:

(i) in the case of Shares issued in certificated form, by delivery to the Participant (or to the legal representative of the Participant, if applicable) of a certificate in the name of the Participant (or the legal representative of the Participant, if applicable) representing the aggregate number of Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax and other applicable source deductions in accordance with Section 8.2; or

(ii) in the case of Shares issued in uncertificated form, by the issuance to the Participant (or to the legal representative of the Participant, if applicable) of the aggregate number of Shares that the Participant is entitled to receive, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 8.2, which Shares shall be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares;

(b) where the Corporation or a Subsidiary has elected to settle all or a portion of the Participant's vested Share Units in Shares purchased in the open market, by delivery by the Corporation or Subsidiary of which the Participant is a Director, Officer, Employee or Consultant to the Designated Broker of readily available funds in an amount equal to the Market Value of a Share as of the Redemption Date multiplied by the number of vested Share Units to be settled in Shares purchased in the open market, less the amount of any applicable withholding tax and other applicable source deductions under Section 8.2, along with directions instructing the Designated Broker to use such funds to purchase Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;

(c) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's Share Units that the Corporation or a Subsidiary has elected to settle in Shares) shall, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 8.2, be paid to the

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Participant (or to the legal representative of the Participant, if applicable) by the Corporation or Subsidiary of which the Participant is a Director, Officer, Employee or Consultant, in cash, by cheque or by such other payment method as the Corporation and Participant may agree; and

(d) where the Corporation or a Subsidiary has elected to settle a portion, but not all, of the Participant's vested Share Units in Shares, the Participant shall be deemed to have instructed the Corporation or Subsidiary, as applicable, to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 8.2 and to remit such withheld amount to the applicable taxation authorities on account of any withholding tax obligations, and the Corporation or Subsidiary, as applicable, shall deliver any remaining cash payable, after making any such remittance, to the Participant (or to the legal representative of the Participant, if applicable) as soon as reasonably practicable. In the event that the cash portion payable to settle a Participant's Share Units in the foregoing circumstances is not sufficient to satisfy the withholding obligations of the Corporation or a Subsidiary pursuant to Section 8.2, the Corporation or Subsidiary, as applicable, shall be entitled to satisfy any remaining withholding obligation by any other mechanism as may be required or determined by the Corporation or Subsidiary as appropriate.

(4) Notwithstanding any other provision in this Article 4, no payment, whether in cash or in Shares, shall be made in respect of the settlement of any Share Units later than December 15th of the third (3rd) calendar year following the end of the calendar year in which the services were provided in respect of which such Share Unit is granted (the "Share Unit Outside Expiry Date").

4.6 Determination of Amounts

(1) The cash payment obligation arising in respect of the redemption and settlement of a vested Share Unit pursuant to Section 4.5 shall be equal to the Market Value of a Share as of the applicable Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or the legal representative of the Participant, if applicable) in respect of a particular redemption of the Participant's vested Share Units shall, subject to any adjustments in accordance with Section 7.1 and any withholding required pursuant to Section 8.2, be equal to the Market Value of a Share as of the Redemption Date for such vested Share Units multiplied by the number of vested Share Units in the Participant's Account at the commencement of the Redemption Date (after deducting any such vested Share Units in the Participant's Account in respect of which the Corporation (or applicable Subsidiary) makes an election under Section 4.5(2) to settle such vested Share Units in Shares).

(2) If the Corporation (or applicable Subsidiary) elects in accordance with Section 4.5(2) to settle all or a portion of the cash payment obligation arising in respect of the redemption of a Participant's vested Share Units by the issuance of Shares, the Corporation shall, subject to any adjustments in accordance with Section 7.1 and any withholding required pursuant to Section 8.2, issue to the Participant (or the legal representative of the Participant, if applicable), for each vested Share Unit which the Corporation (or applicable Subsidiary) elects to settle in Shares, one Share. Where, as a result of any adjustment in accordance with Section 7.1 and/or any withholding required pursuant to Section 8.2, the aggregate number of Shares to be received by a Participant upon an election by the Corporation (or applicable Subsidiary) to settle all or a portion of the Participant's vested Share Units in Shares includes a fractional Share, the aggregate number of Shares to be received by the Participant shall be rounded down to the nearest whole number of Shares.

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4.7 Award of Dividend Equivalents

(1) Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded as a bonus for services rendered in the year in respect of unvested Share Units in a Participant's Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional Share Units, the number of which shall be equal to a fraction where the numerator is the product of (a) the number of Share Units in such Participant's Account on the date that dividends are paid multiplied by (b) the dividend paid per Share and the denominator of which is the Market Value of a Share calculated as of the date that dividends are paid. Any additional Share Units credited to a Participant's Account as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting, Restriction Periods and expiry) as the Share Units in respect of which such additional Share Units are credited.

(2) In the event that the Participant's applicable Share Units do not vest, all Dividend Equivalents, if any, associated with such Share Units will be forfeited by the Participant.

ARTICLE 5 DEFERRED SHARE UNITS

5.1 Nature of DSUs

A DSU is an Award for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Eligible Participant to receive cash or acquire Shares, as determined by the Corporation in its sole discretion, unless such DSU expires prior to being settled.

For greater certainty, the aggregate of all amounts each of which may be received in respect of a DSU shall depend, at all times, on the fair market value of shares in the capital of the Corporation or any corporation related (within the meaning of the ITA) thereto within the period that commences one year prior to the Participant's Termination Date and ends at the time the amount is received.

5.2 DSU Awards

(1) Subject to the provisions of this Plan, any shareholder or regulatory approval which may be required, and the requirements of paragraph 6801(d) of the ITA Regulations and Code Section 409A, the Board shall, from time to time by resolution, in its sole discretion, (a) designate the Eligible Participants who may receive DSUs under the Plan, (b) fix the number of DSUs, if any, to be granted to any Eligible Participant and the date or dates on which such DSUs shall be granted, and (c) determine the relevant conditions and vesting provisions for such DSUs, subject to the terms and conditions prescribed in this Plan and in any DSU Agreement, as applicable.

(2) All DSUs granted herein shall vest in accordance with the terms of the DSU Agreement entered into in respect of such DSUs, provided that no DSU shall vest before the one-year anniversary from the date of grant.

(3) Subject to the vesting and other conditions and provisions in this Plan and in any DSU Agreement, each DSU awarded to a Participant shall entitle the Participant to receive on settlement a cash payment equal to the Market Value of a Share, or, at the discretion of the Board, one Share or any combination of cash and Shares as the Corporation in its sole discretion may determine. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Shares in respect of any DSU, and, notwithstanding any discretion exercised by the Corporation to settle any DSU,

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or portion thereof, in the form of Shares, the Corporation reserves the right to change such form of payment at any time until payment is actually made.

5.3 DSU Agreements

(1) The grant of a DSU by the Board shall be evidenced by a DSU Agreement in such form not inconsistent with the Plan as the Board may from time to time determine with reference to the form attached as Exhibit "D". Such DSU Agreement shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions (including without limitation any recoupment, reimbursement or claw-back compensation policy as may be adopted by the Board from time to time) which are not inconsistent with this Plan and which the Board deems appropriate for inclusion in a DSU Agreement. The provisions of the various DSU Agreements issued under this Plan need not be identical.

(2) Each DSU Agreement shall contain such terms that the Corporation considers necessary in order that the DSUs granted thereunder to U.S. Taxpayers will comply with Code Section 409A and any provisions respecting deferred share units in the income tax laws (including, in respect of Canadian Participants, such terms and conditions so as to ensure that the DSUs shall not constitute a "salary deferral arrangement" as defined in subsection 248(1) of the ITA by reason of the exclusion in paragraph 6801(d) of the ITA Regulations) or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or provide services in or the rules of any regulatory body having jurisdiction over the Corporation. Notwithstanding the foregoing, the Corporation makes no representations that the DSUs comply with the requirements of paragraph 6801(d) of the ITA Regulations, and shall have no liability to any Participant for any failure to comply with such requirements.

5.4 Vesting of DSUs

(1) DSUs of a Participant will be fully vested on the Termination Date of such Participant, provided that no DSU shall vest before the one-year anniversary from the date of grant unless permitted by applicable Exchange policies. Notwithstanding the foregoing, if the date on which any DSUs have vested falls within a Blackout Period, the vesting of such DSUs will be deemed to occur on the date that is 10 Business Days after the Blackout Period Expiry Date for a Participant that is not a U.S. Taxpayer. Notwithstanding anything else herein contained, the 10 Business Day period referred to in this Section 5.4 may not be further extended by the Board.

5.5 Redemption / Settlement of DSUs

(1) Except as otherwise provided in this Section 5.5 or Section 8.8 of this Plan, (i) DSUs of a Participant who is a U.S. Taxpayer shall be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant's Separation from Service, and (ii) DSUs of a Participant who is a Canadian Participant (or who is neither a U.S. Taxpayer nor a Canadian Participant) shall be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant's Termination Date, but in any event not later than, and any payment (whether in cash or in Shares) in respect of the settlement of such DSUs shall be made no later than, December 15th of the first (1st) calendar year commencing immediately after the Participant's Termination Date. Notwithstanding the foregoing, if a payment in settlement of DSUs of a Participant who is both a U.S. Taxpayer and a Canadian Participant:

(a) is required as a result of his or her Separation from Service in accordance with clause (i) above, but such payment would result in such DSUs failing to satisfy the requirements of

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paragraph 6801(d) of the ITA Regulations, and the Board determines that it is not practical to make such payment in some other manner or at some other time that complies with both Code Section 409A and paragraph 6801(d) of the ITA Regulations, then such payment will be made to a trustee to be held in trust for the benefit of the Participant in a manner that causes the payment to be included in the Participant's income under the Code but does not contravene the requirements of paragraph 6801(d) of the ITA Regulations, and the amount shall thereafter be paid out of the trust at such time and in such manner as complies with the requirements of paragraph 6801(d) of the ITA Regulations (and provided that if the terms of the trust are not such as would satisfy the requirements of paragraph 6801(d) of the ITA Regulations, then the DSUs shall be forfeited without compensation therefor); or

(b) is required pursuant to clause (ii) above, but such payment would result in such DSUs failing to satisfy the requirements of Code Section 409A because the Participant has not experienced a Separation from Service, and if the Board determines that it is not practical to make such payment in some other manner or at some other time that satisfies the requirements of both Code Section 409A and paragraph 6801(d) of the ITA Regulations, then the Participant shall forfeit such DSUs without compensation therefor.

(2) The Corporation will have, at its sole discretion, the ability to elect to settle all or any portion of the cash payment obligation otherwise arising in respect of the redemption and settlement of a Participant's DSUs either (a) by the issuance of Shares to the Participant (or the legal representative of the Participant, if applicable) on the DSU Redemption Date, or (b) by paying all or a portion of such cash payment obligation to the Designated Broker, who shall use the funds received to purchase Shares in the open market, which Shares shall be registered in the name of the Designated Broker in a separate account for the Participant's benefit.

(3) For greater certainty, the Corporation shall not pay any cash or issue or deliver any Shares to a Participant in satisfaction of the redemption of a Participant's DSUs prior to the Corporation being satisfied, in its sole discretion, that all applicable withholding taxes and other applicable source deductions under Section 8.2 will be timely withheld or received and remitted to the appropriate taxation authorities in respect of any particular Participant and any particular DSUs.

(4) The redemption and settlement of a Participant's DSUs shall occur on the applicable DSU Redemption Date as follows:

(a) where the Corporation has elected to settle all or a portion of the Participant's DSUs in Shares issued from treasury:

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on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares;

(b) where the Corporation has elected to settle all or a portion of the Participant's DSUs in Shares purchased in the open market, by delivery by the Corporation to the Designated Broker of readily available funds in an amount equal to the Market Value of a Share as of the applicable DSU Redemption Date multiplied by the number of DSUs to be settled in Shares purchased in the open market, less the amount of any applicable withholding tax and other applicable source deductions under Section 8.2, along with directions instructing the Designated Broker to use such funds to purchase Shares in the open market for the benefit of the Participant and to be evidenced by a confirmation from the Designated Broker of such purchase;

(c) any cash payment to which the Participant is entitled (excluding, for the avoidance of doubt, any amount payable in respect of the Participant's DSUs that the Corporation has elected to settle in Shares) shall, subject to satisfaction of any applicable withholding tax and other applicable source deductions under Section 8.2, be paid to the Participant (or to the legal representative of the Participant, if applicable) by the Corporation in cash, by cheque or by such other payment method as the Corporation and Participant may agree; and

(d) where the Corporation has elected to settle a portion, but not all, of the Participant's DSUs in Shares, the Participant shall be deemed to have instructed the Corporation to withhold from the cash portion of the payment to which the Participant is otherwise entitled such amount as may be required in accordance with Section 8.2 and to remit such withheld amount to the applicable taxation authorities on account of any withholding obligations of the Corporation, and the Corporation shall deliver any remaining cash payable, after making any such remittance, to the Participant (or to the legal representative of the Participant, if applicable) as soon as reasonably practicable. In the event that the cash portion elected by the Corporation to settle the Participant's DSUs is not sufficient to satisfy the withholding obligations of the Corporation pursuant to Section 8.2, any remaining amounts shall be satisfied by the Corporation by any other mechanism as may be required or determined by the Corporation as appropriate.

(5) For greater certainty, no DSU shall be redeemable or settled beyond a date that is twelve (12) months from the Participant's Termination Date or such date that a Participant ceases to be an Eligible Participant, and no Participant shall have any rights with respect to any DSU not redeemed or settled beyond such date.

5.6 Determination of Amounts

(1) The cash payment obligation by the Corporation in respect of the redemption and settlement of a DSU pursuant to Section 5.5 shall be equal to the Market Value of a Share as of the applicable DSU Redemption Date. For the avoidance of doubt, the aggregate cash amount to be paid to a Participant (or the legal representative of the Participant, if applicable) in respect of a particular redemption of the Participant's DSUs shall, subject to any adjustment in accordance with Section 7.1 and any withholding required pursuant to Section 8.2, be equal to the Market Value of a Share as of the DSU Redemption Date for such DSUs multiplied by the number of DSUs being redeemed (after deducting any such DSUs in respect of which the Corporation makes an election under Section 5.5(2) to settle such DSUs in Shares).

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(2) If the Corporation elects in accordance with Section 5.5(2) to settle all or a portion of the cash payment obligation arising in respect of the redemption of a Participant's DSUs by the issuance of Shares, the Corporation shall, subject to any adjustments in accordance with Section 7.1 and any withholding required pursuant to Section 8.2, issue to the Participant, for each DSU which the Corporation elects to settle in Shares, one Share. Where, as a result of any adjustment in accordance with Section 7.1 and/or any withholding required pursuant to Section 8.2, the aggregate number of Shares to be received by a Participant upon an election by the Corporation to settle all or a portion of the Participant's DSUs includes a fractional Share, the aggregate number of Shares to be received by the Participant shall be rounded down to the nearest whole number of Shares.

5.7 Award of Dividend Equivalents

(1) Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded, as an additional bonus for services rendered in that particular calendar year, in respect of DSUs in a Participant's Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant's Account in additional DSUs, the number of which shall be equal to a fraction where the numerator is the product of (a) the number of DSUs in such Participant's Account on the date that dividends are paid multiplied by (b) the dividend paid per Share and the denominator of which is the Market Value of a Share calculated as of the date that dividends are paid. Any additional DSUs credited to a Participant's Account as a Dividend Equivalent shall be subject to the same terms and conditions (including vesting conditions) as the DSUs in respect of which such additional DSUs are credited.

(2) In the event that the Participant's applicable DSUs do not vest, all Dividend Equivalents, if any, associated with such DSUs will be forfeited by the Participant.

ARTICLE 6

GENERAL CONDITIONS

6.1 General Conditions Applicable to Awards

Each Award shall be subject to the following conditions:

(1) Vesting Period. Each Award granted hereunder shall vest in accordance with the terms of this Plan and the Award Agreement entered into in respect of such Award. The Board has the right, in its sole discretion, to waive any vesting conditions or accelerate the vesting of any Award, or to deem any Performance Criteria or other vesting conditions to be satisfied, notwithstanding the vesting schedule set forth for such Award; provided, however, that no acceleration of the vesting provisions of Options granted to Investor Relations Service Providers is allowed without the prior acceptance of the TSXV.

(2) Employment. Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Corporation or any of its Subsidiaries in connection with the employment, retention or termination of any such Participant. The loss of existing or potential profit

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in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant's employment or service in any office or otherwise.

(3) Grant of Awards. Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant's relationship or employment with the Corporation or any Subsidiary.

(4) Rights as a Shareholder. Neither the Participant nor such Participant's personal representatives or legatees shall have any rights whatsoever as a shareholder in respect of any Shares covered by such Participant's Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settled and Shares have been issued in respect thereof. Without in any way limiting the generality of the foregoing and except as provided under this Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.

(5) Conformity to Plan. In the event that an Award is granted or an Award Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

(6) Non-Transferability. Except as set forth herein, each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of descent and distribution. Awards may be exercised only by:

(a) the Participant to whom the Awards were granted;

(b) upon the Participant's death, by the legal representative of the Participant's estate; or

(c) upon the Participant's incapacity, the legal representative having authority to deal with the property of the Participant;

provided that any such legal representative shall first deliver evidence satisfactory to the Corporation of entitlement to exercise any Award. A Person exercising an Award may subscribe for Shares only in the Person's own name or in the Person's capacity as a legal representative.

(7) Participant's Entitlement. Except as otherwise provided in this Plan (including, without limiting the generality of the foregoing, pursuant to Section 6.2), or unless the Board permits otherwise, upon any Subsidiary of the Corporation ceasing to be a Subsidiary of the Corporation, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a Director, Officer, Employee or Consultant of such Subsidiary of the Corporation and not of the Corporation itself, whether or not then exercisable, shall automatically terminate on the date of such change.

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6.2 General Conditions Applicable to Options

Except as otherwise provided in any Employment Agreement or Consulting Agreement or in any Award Agreement, each Option shall be subject to the following conditions:

(1) Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option granted to such Participant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for Cause shall be binding on the Participant. "Cause" shall include, among other things, gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation's codes of conduct and any other reason determined by the Corporation to be cause for termination.

(2) Termination not for Cause. Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Corporation or a Subsidiary being terminated without Cause (including, for the avoidance of doubt, as a result of any Subsidiary of the Corporation ceasing to be a Subsidiary of the Corporation, as contemplated by Section 6.1(7)), (a) each unvested Option granted to such Participant shall terminate and become void immediately upon such termination, and (b) each vested Option held by such Participant shall cease to be exercisable on the earlier of (i) ninety (90) days after the Participant's Termination Date (or such later date as the Board may, in its sole discretion, determine, but which shall not be later than twelve (12) months from the Participant's Termination Date) and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.

(3) Resignation. Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Corporation or a Subsidiary, (a) each unvested Option granted to such Participant shall terminate and become void immediately upon such resignation, and (b) each vested Option held by such Participant shall cease to be exercisable on the earlier of (i) ninety (90) days after the Participant's Termination Date (or such later date as the Board may, in its sole discretion, determine, but which shall not be later than twelve (12) months from the Participant's Termination Date) and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.

(4) Retirement/Permanent Disability. Upon a Participant ceasing to be an Eligible Participant by reason of Retirement or permanent disability, (a) each unvested Option granted to such Participant shall terminate and become void immediately, and (b) each vested Option held by such Participant shall cease to be exercisable on the earlier of (i) ninety (90) days after the Participant's Termination Date (or such later date as the Board may, in its sole discretion, determine, but which shall not be later than twelve (12) months from the Participant's Termination Date) and (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.

(5) Death. Upon a Participant ceasing to be an Eligible Participant by reason of death, (a) each unvested Option granted to such Participant shall terminate and become void immediately, and (b) each vested Option held by such Participant on the Termination Date may be exercised by the legal representative of the Participant, provided that any such vested Option shall cease to be exercisable on the earlier of (i) the date that is twelve (12) months after the Participant's Termination Date, or (ii) the expiry date of such Option as set forth in the applicable Award Agreement, after which such vested Option will expire.

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(6) Leave of Absence. Upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, the Board may determine, at its sole discretion but subject to applicable laws, that such Participant's participation in the Plan shall be terminated, provided that all vested Options shall remain outstanding and in effect until the earlier of (i) the date that is twelve (12) months after a Participant ceases to be an Eligible Participant, (ii) the applicable exercise date, or (iii) such earlier date determined by the Board at its sole discretion.

6.3 General Conditions Applicable to Share Units and/or DSUs

Except as otherwise provided in any Employment Agreement or Consulting Agreement or in any Award Agreement, each Share Unit shall be subject to the following conditions:

(1) Termination for Cause and Resignation. Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her resignation from the Corporation or a Subsidiary, the Participant's participation in the Plan shall be terminated immediately, all Share Units and/or DSUs credited to such Participant's Account that have not vested shall be forfeited and cancelled, and the Participant's rights that relate to such Participant's unvested Share Units and/or DSUs shall be forfeited and cancelled on the Termination Date, provided that for any Share Units or DSUs that are unvested as of the Termination Date as a result of a Blackout Period, such Share Units or DSUs shall be deemed to be vested for the purposes of this Section 6.1(1).

(2) Death, Retirement, Leave of Absence or Termination of Service. Except as otherwise determined by the Board from time to time, at its sole discretion, upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, or upon a Participant ceasing to be Eligible Participant as a result of (a) death, (b) Retirement, (c) Termination of Service for reasons other than for Cause, (d) his or her employment or service relationship with the Corporation or a Subsidiary being terminated by reason of injury or disability or (e) becoming eligible to receive long-term disability benefits, the Participant's participation in this Plan shall be terminated immediately and all unvested Share Units credited to such Participant as of such date relating to a Restriction Period in progress shall be forfeited and cancelled. Notwithstanding the foregoing, if the Board, in its sole discretion, instead accelerates the vesting or waives vesting conditions with respect to all or some portion of outstanding unvested Share Units, the date of such action is the Vesting Date, so long as no Share Units vest before the one year anniversary of being granted unless in connection with a Change of Control or the death of a Participant.

(3) General. For greater certainty, where (a) a Participant's employment or service relationship with the Corporation or a Subsidiary is terminated pursuant to Section 6.3(1) or Section 6.3(2) hereof or (b) a Participant elects for a voluntary leave of absence pursuant to Section 6.3(2) hereof following the satisfaction of all vesting conditions in respect of particular Share Units but before receipt of the corresponding distribution or payment in respect of such Share Units, the Participant shall remain entitled to such distribution or payment until the earlier of (i) a date that is twelve (12) months from the Participant's Termination Date or such date that a Participant ceases to be an Eligible Participant, as applicable, or (ii) the Vesting Date. For greater certainty, no Share Unit shall be exercisable, redeemable or settled beyond a date that is twelve (12) months from the Participant's Termination Date or such date that a Participant ceases to be an Eligible Participant, and no Participant shall have any rights with respect to any Share Unit not redeemed or settled beyond such date.

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ARTICLE 7
ADJUSTMENTS AND AMENDMENTS

7.1 Adjustment to Shares Subject to Outstanding Awards

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of the Shares into a lesser number of Shares, (iii) any reclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Corporation with or into another corporation, or (v) any distribution to all holders of Shares or other securities in the capital of the Corporation of cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a Subsidiary or business unit of the Corporation or one of its Subsidiaries or cash proceeds of the disposition of such a Subsidiary or business unit) or any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of any Exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including, without limitation:

(a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

(b) adjustments to the number of Shares or cash payment to which the Participant is entitled upon exercise or settlement of such Award; or

7.2 Change of Control

(1) In the event of a potential Change of Control, the Board shall have the power, in its sole discretion, to accelerate the vesting of Options to assist the Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (a) provide that any or all Options shall thereupon terminate, provided that any such outstanding Options that have vested shall remain exercisable until the consummation of such Change of Control, and (b) permit Participants to conditionally exercise their vested Options immediately prior to the consummation of the take-over bid and the Shares issuable under such Options to be tendered to such bid, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If, however, the potential Change of Control referred to in this Section 7.2 is not completed within the time specified therein (as the same may be extended), then notwithstanding this Section 7.2 or the definition of "Change of Control": (i) any conditional exercise of vested Options shall be deemed to be null, void and of no effect, and such conditionally exercised Options shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to the exercise of Options which vested pursuant to this Section 7.2 shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Options which vested pursuant to this Section 7.2 shall be reinstated. In the event of a Change of Control, the Board may exercise its discretion to accelerate the vesting of, or waive the Performance Criteria or other vesting conditions applicable

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to, outstanding Share Units, and the date of such action shall be the Vesting Date of such Share Units.

(2) If the Corporation completes a transaction constituting a Change of Control and within twelve (12) months following the Change of Control a Participant who was also an officer or employee of, or Consultant to, the Corporation prior to the Change of Control has their Employment Agreement or Consulting Agreement terminated, then: (a) all unvested Options granted to such Participant shall immediately vest and become exercisable, and remain open for exercise until the earlier of (i) their expiry date as set out in the applicable Award Agreement, and (ii) the date that is 90 days after such termination or dismissal; and (b) all unvested Share Units shall become vested, and the date of such Participant's Termination Date shall be deemed to be the Vesting Date.

7.3 Initial Approval, Amendment or Discontinuance of the Plan

(1) Prior to its implementation by the Corporation, this Plan is subject to approval by the Exchange and the shareholders of the Corporation and thereafter this Plan must be approved by shareholders of the Corporation and the Exchange on an annual basis.

(2) The Board may amend the Plan or any Award at any time without the consent of the Participants, provided that such amendment shall:

(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant, except as permitted by the provisions of the Plan;

(b) be in compliance with applicable law (including Code Section 409A and the provisions of the ITA, to the extent applicable), and subject to any regulatory approvals including, where required, the approval of the TSXV (or any other stock exchange on which the Shares are listed); and

(c) be subject to shareholder approval to the extent such approval is required by applicable law or the requirements of the TSXV (or any other stock exchange on which the Shares are listed), provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation, make the following amendments:

(i) other than amendments to the exercise price and the expiry date of any Award as described in Section 7.3(3)(b) and Section 7.3(3)(c), any amendment, with the consent of the Participant, to the terms of an Award previously granted to such Participant under the Plan;

(ii) any amendment necessary to comply with applicable law (including taxation laws) or the requirements of the TSXV (or any other stock exchange on which the Shares are listed) or any other regulatory body to which the Corporation is subject;

(iii) any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of the Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correcting grammatical or typographical errors and amending the definitions contained within the Plan; or

(iv) any amendment regarding the administration or implementation of the Plan.

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(3) Notwithstanding Section 7.3(2)(c), the Board shall be required to obtain shareholder approval, including, if required by the applicable Exchange, disinterested shareholder approval, to make the following amendments:

(a) any amendment to the maximum percentage or number of Shares that may be reserved for issuance pursuant to the exercise or settlement of Awards granted under the Plan, including an increase to the fixed maximum percentage of Shares or a change from a fixed maximum percentage of Shares to a fixed maximum number of Shares or vice versa, except in the event of an adjustment pursuant to Section 7.1;

(b) any amendment which reduces the exercise price of any Award, as applicable, after such Award has been granted or any cancellation of an Award and the replacement of such Award with an Award with a lower exercise price or other entitlements, except in the event of an adjustment pursuant to Section 7.1; provided, however, that, for greater certainty, disinterested shareholder approval will be required for any amendment which reduces the exercise price of any Option if the Participant is an Insider of the Corporation at the time of the proposed amendment;

(c) any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit beyond the original expiry date or Restriction Period, except in the event of an extension due to a Blackout Period; provided, however, that, for greater certainty, disinterested shareholder approval will be required for any amendment which extends the expiry date of an Option if the Participant is an Insider of the Corporation at the time of the proposed amendment;

(d) any amendment to the definition of an Eligible Participant under the Plan;

(e) any amendment to the participation limits set out in Section 2.5; or

(f) any amendment to this Section 7.3 of the Plan.

(4) The Board may, by resolution, but subject to applicable regulatory and shareholder approval, decide that any of the provisions hereof concerning the effect of termination of the Participant's employment or engagement shall not apply for any reason acceptable to the Board.

(5) The Board may, subject to regulatory approval, discontinue the Plan at any time without the consent of the Participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Plan.

ARTICLE 8
MISCELLANEOUS

8.1 Use of an Administrative Agent

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent to administer the Awards granted under the Plan and to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

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8.2 Tax Withholding

Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the legal representative of the Participant) under this Plan shall be made net of any applicable withholdings, including in respect of applicable withholding taxes required to be withheld at source and other source deductions, as the Corporation determines. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then the withholding obligation may be satisfied in such manner as the Corporation determines, including (a) by the sale of a portion of such Shares by the Corporation, the Corporation's transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 8.1, on behalf of and as agent for the Participant, as soon as permissible and practicable, with the proceeds of such sale being used to satisfy any withholding and remittance obligations of the Corporation (and any remaining proceeds, following such withholding and remittance, to be paid to the Participant), (b) by requiring the Participant, as a condition of receiving such Shares, to pay to the Corporation an amount in cash sufficient to satisfy such withholding, or (c) any other mechanism as may be required or determined by the Corporation as appropriate.

8.3 Securities Law Compliance

(1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award, the exercise of any Option, the delivery of any Shares upon exercise of any Option, or the Corporation's election to deliver Shares in settlement of any Share Units or DSUs, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award or exercise of any Option hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.

(2) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the securities laws of any jurisdiction or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.

(3) Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.

(4) If Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.

(5) With respect to Awards granted in the United States or to U.S. Persons (as defined under Regulation S under the U.S. Securities Act) or at such time as the Corporation ceases to be a "foreign private issuer" (as defined under the U.S. Securities Act), unless the Shares which may be issued upon the exercise or settlement of such Awards are registered under the U.S. Securities Act, the Awards granted hereunder and any Shares that may be issuable upon the exercise or settlement of such Awards will be considered "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act). Accordingly, any such Awards or Shares issued prior to an effective registration statement filed with the SEC may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed by the Participant, directly or indirectly, without registration

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under the U.S. Securities Act and applicable state securities laws or unless in compliance with an available exemption therefrom. Certificate(s) representing the Awards and any Shares issued upon the exercise or settlement of such Awards prior to an effective registration statement filed with the SEC, and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act:

"THE SECURITIES REPRESENTED HEREBY [for Awards add: AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT."

8.4 Reorganization of the Corporation

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

8.5 Quotation of Shares

So long as the Shares are listed on one or more Exchanges, the Corporation must apply to such Exchange or Exchanges for the listing or quotation, as applicable, of the Shares underlying the Awards granted under the Plan, however, the Corporation cannot guarantee that such Shares will be listed or quoted on any Exchange.

8.6 Governing Laws

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

8.7 Severability

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

8.8 Code Section 409A

It is intended that any payments under the Plan to U.S. Taxpayers shall be exempt from or comply with Code Section 409A, and all provisions of the Plan shall be construed and interpreted in a manner consistent

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with the requirements for avoiding taxes and penalties under Code Section 409A. Solely to the extent that Awards of a U.S. Taxpayer are determined to be subject to Code Section 409A, the following will apply with respect to the rights and benefits of U.S. Taxpayers under the Plan:

(1) Except as permitted under Code Section 409A, any deferred compensation (within the meaning of Code Section 409A) payable to or for the benefit of a U.S. Taxpayer may not be reduced by, or offset against, any amount owing by the U.S. Taxpayer to the Corporation or any of its Affiliates.

(2) If a U.S. Taxpayer becomes entitled to receive payment in respect of any Share Units or any DSUs that are subject to Code Section 409A, as a result of his or her Separation from Service and the U.S. Taxpayer is a "specified employee" (within the meaning of Code Section 409A) at the time of his or her Separation from Service, and the Board makes a good faith determination that (a) all or a portion of the Share Units or DSUs constitute "deferred compensation" (within the meaning of Code Section 409A) and (b) any such deferred compensation that would otherwise be payable during the six-month period following such Separation from Service is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then payment of such "deferred compensation" shall not be made to the U.S. Taxpayer before the date which is six months after the date of his or her Separation from Service (and shall be paid in a single lump sum on the first day of the seventh month following the date of such Separation from Service) or, if earlier, the U.S. Taxpayer's date of death.

(3) A U.S. Taxpayer's status as a "specified employee" (within the meaning of Code Section 409A) shall be determined by the Corporation as required by Code Section 409A on a basis consistent with Code Section 409A and such basis for determination will be consistently applied to all plans, programs, contracts, agreements, etc. maintained by the Corporation that are subject to Code Section 409A.

(4) Although the Corporation intends that Share Units will be exempt from Code Section 409A or will comply with Code Section 409A, and that DSUs will comply with Code Section 409A, the Corporation makes no assurances that the Share Units will be exempt from Code Section 409A or will comply with it. Each U.S. Taxpayer, any beneficiary or the U.S. Taxpayer's estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such U.S. Taxpayer in connection with this Plan (including any taxes and penalties under Code Section 409A), and neither the Corporation nor any Subsidiary shall have any obligation to indemnify or otherwise hold such U.S. Taxpayer or beneficiary or the U.S. Taxpayer's estate harmless from any or all of such taxes or penalties.

(5) In the event that the Board determines that any amounts payable hereunder will be taxable to a Participant under Code Section 409A prior to payment to such Participant of such amount, the Corporation may (a) adopt such amendments to the Plan and Share Units and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Board determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Share Units hereunder and/or (b) take such other actions as the Board determines necessary or appropriate to avoid or limit the imposition of an additional tax under Code Section 409A.

(6) In the event the Corporation amends, suspends or terminates the Plan or Share Units as permitted under the Plan, such amendment, suspension or termination will be undertaken in a manner that does not result in adverse tax consequences under Code Section 409A.

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8.9 Effective Date of the Plan

The Plan shall become effective upon a date to be determined by the Board; provided, however, that the Plan shall be subject to disinterested shareholder approval.

EXHIBIT "A"
TO OMNIBUS EQUITY INCENTIVE PLAN OF NAKED REVIVAL INC.

FORM OF OPTION AGREEMENT

This Option Agreement is entered into between NAKED Revival Inc. (the "Corporation") and the Participant named below, pursuant to the Corporation's Omnibus Equity Incentive Plan (the "Plan"), a copy of which is attached hereto, and confirms that on:

_____ (the "Grant Date"),
_____ (the "Participant")
was granted _____ options ("Options") to purchase common shares of the Corporation (each, a "Share"), in accordance with the terms of the Plan, which Options will bear the following terms:

(a) Exercise Price and Expiry. Subject to the vesting conditions specified below, the Options will be exercisable by the Participant at a price of CAD$● per Share (the "Option Price") at any time prior to expiry on ● (the "Expiration Date").

(b) Vesting; Time of Exercise. Subject to the terms of the Plan, the Options shall vest and become exercisable as follows:

Number of Options	Vested On

If the aggregate number of Shares vesting in a tranche set forth above includes a fractional Share, the aggregate number of Shares will be rounded down to the nearest whole number of Shares. Notwithstanding anything to the contrary herein, the Options shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Options are denominated in Canadian dollars (CAD$).

The Options shall be exercisable only by delivery to the Corporation of a duly completed and executed notice in the form attached to this Option Agreement (the "Exercise Notice"), together with (a) payment of the Option Price for each Share covered by the Exercise Notice, and (b) payment of any withholding taxes as required in accordance with the terms of the Exercise Notice. Any such payment to the Corporation shall be made by certified cheque or wire transfer in readily available funds.
Subject to the terms of the Plan, the Options specified in an Exercise Notice shall be deemed to be exercised upon receipt by the Corporation of such written Exercise Notice, together with the payment of all amounts required to be paid by the Participant to the Corporation pursuant to paragraph 4 of this Option Agreement.

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The Participant hereby represents and warrants (on the date of this Option Agreement and upon each exercise of Options) that:

(a) the Participant has not received any offering memorandum, or any other documents (other than annual financial statements, interim financial statements or any other document the content of which is prescribed by statute or regulation, other than an offering memorandum) describing the business and affairs of the Corporation that has been prepared for delivery to, and review by, a prospective purchaser in order to assist it in making an investment decision in respect of the Shares;

(b) the Participant is acquiring the Shares without the requirement for the delivery of a prospectus or offering memorandum, pursuant to an exemption under applicable securities legislation and, as a consequence, is restricted from relying upon the civil remedies otherwise available under applicable securities legislation and may not receive information that would otherwise be required to be provided to it;

(c) the Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Corporation and does not desire to utilize a registrant in connection with evaluating such merits and risks;

(d) the Participant acknowledges that an investment in the Shares involves a high degree of risk, and represents that it understands the economic risks of such investment and is able to bear the economic risks of this investment;

(e) the Participant acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the exercise of any Options, as provided in Section 8.2 of the Plan;

(f) this Option Agreement constitutes a legal, valid and binding obligation of the Participant, enforceable against him or her in accordance with its terms; and

(g) the execution and delivery of this Option Agreement and the performance of the obligations of the Participant hereunder will not result in the creation or imposition of any lien, charge or encumbrance upon the Shares.

The Participant acknowledges that the Corporation is relying upon such representations and warranties in granting the Options and issuing any Shares upon exercise thereof.

The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this Option Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Option Agreement, and (c) hereby accepts these Options subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this Option Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this Option Agreement and the Plan, and has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement.
This Option Agreement and the terms of the Plan incorporated herein (with the Exercise Notice, if the Option is exercised) constitutes the entire agreement of the Corporation and the Participant (collectively, the "Parties") with respect to the Options and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not

E-37

be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Option Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this Option Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

In accordance with Section 8.3(5) of the Plan, if the Options and the underlying Shares are not registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, the Options may not be exercised in the "United States" or by "U.S. Persons" (each as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to Option holders in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

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IN WITNESS WHEREOF the Corporation and the Participant have executed this Option Agreement as of ___, 20__.

NAKED REVIVAL INC.

Per: _______
Authorized Signatory

EXECUTED by • in the presence of:
Signature
Print Name
Address
Occupation

[NAME OF PARTICIPANT]

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your Options.

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EXHIBIT "B"
TO OMNIBUS EQUITY INCENTIVE PLAN OF NAKED REVIVAL INC.
FORM OF OPTION EXERCISE NOTICE

TO: NAKED REVIVAL INC.

This Exercise Notice is made in reference to the Omnibus Equity Incentive Plan (the "Plan") of NAKED Revival Inc. (the "Corporation").

The undersigned (the "Participant") holds options ("Options") under the Plan to purchase ● common shares of the Corporation (each, a "Share") at a price per Share of $● (the "Option Price") pursuant to the terms and conditions set out in that certain option agreement between the Participant and the Corporation dated ● (the "Option Agreement"). The Participant confirms the representations and warranties contained in the Option Agreement.

The Participant hereby:

☐

irrevocably gives notice of the exercise of ___ Options held by the Participant pursuant to the Option Agreement at the Option Price for an aggregate exercise price of $__ (the "Aggregate Option Price") on the terms specified in the Option Agreement and encloses herewith a certified cheque payable to the Corporation or evidence of wire transfer to the Corporation in full satisfaction of the Aggregate Option Price. The Participant acknowledges and agrees that: (i) in addition to the Aggregate Option Price, the Corporation may require the Participant to provide to the Corporation with a certified cheque or evidence of wire transfer equal to the amount of any applicable withholding taxes associated with the exercise of such Options, before the Corporation will issue any Shares to the Participant in settlement of the Options; and (ii) the Corporation shall have the sole discretion to determine the amount of any applicable withholding taxes associated with the exercise of such Options and shall inform the Participant of such amount as soon as reasonably practicable upon receipt of this completed Exercise Notice.

or - (in the event, the Board authorizes the exercise of an Option on a "cashless exercise" basis)

☐

irrevocably gives notice of the Participant's exercise of ___ Options held by the Participant pursuant to the Option Agreement on a "cashless exercise" basis, and agrees to receive that number of common shares of the Corporation equal to the following (with the remaining Shares subject to the Options to be sold by the broker on its behalf as provided in the Plan): $$((A - B) \times C) - D$$ A where A is the price per Share at which the underlying Shares are being sold by the brokerage firm, B is the Option Price, C is the number of Options being exercised in this Exercise Notice, and D is the amount of any applicable withholding taxes to the Options being exercised on a "cashless exercise" basis pursuant to this Exercise Notice. For greater certainty, where a Participant elects to exercise his/her Options on a "cashless exercise" basis, the amount of any applicable withholding taxes determined pursuant to the above formula will be deemed to have been directed by the Participant to be paid in cash by the broker on its behalf to the Corporation out of the proceeds of the Shares, which cash will

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	be withheld by the Corporation and remitted to the applicable taxation authorities as may be required.

or – (in the event, the Board authorizes the exercise of an Option on a "net exercise" basis)

| ☐ | irrevocably gives notice of the Participant's exercise of ___ Options held by the Participant pursuant to the Option Agreement on a "net exercise" basis, and agrees to receive that number of Shares of the Corporation equal to the following:

$$((A - B) \times C) - D$$

where A is the VWAP (as defined in the Plan) per Share on the date prior to the date of this Exercise Notice, B is the Option Price, C is the number of Options being exercised in this Exercise Notice, and D is the amount of any applicable withholding taxes applicable to the Options terminated at the election of the Participant pursuant to this Exercise Notice.

For greater certainty, where a Participant elects to exercise his/her Options on a "net exercise" basis, the amount of any applicable withholdings taxes determined pursuant to the above formula will be deemed to have been paid in cash by the Corporation to the Participant as partial consideration for the termination of the Options, which cash will be withheld by the Corporation and remitted to the applicable taxation authorities as may be required. |
| --- | --- |

Registration:

The Shares issued pursuant to this Exercise Notice (other than any Shares to be sold by a broker pursuant to the exercise of Options on a "cashless exercise" basis) are to be registered in the name of the undersigned and are to be delivered, as directed below:

Name: _______

Address: _______

Date: _______

Name of Participant: _______

Signature of Participant: _______

EXHIBIT "C"
TO OMNIBUS EQUITY INCENTIVE PLAN OF NAKED REVIVAL INC.

FORM OF SHARE UNIT AGREEMENT

This Share Unit Agreement is entered into between NAKED Revival Inc. (the "Corporation") and the Participant named below, pursuant to the Corporation's Omnibus Equity Incentive Plan (the "Plan"), a copy of which is attached hereto, and confirms that on:

___________ (the "Grant Date"),
___________ (the "Participant")
was granted ___________ Share Units ("Share Units"), in accordance with the terms of the Plan, which Share Units will vest as follows:

Number of Share Units	Time Vesting Conditions	Performance Vesting Conditions

all on the terms and subject to the conditions set out in the Plan.

Subject to the terms and conditions of the Plan, the performance period for any performance-based Share Units granted hereunder commences on the Grant Date and ends at the close of business on • (the "Performance Period"), while the restriction period for any time-based Share Units granted hereunder commences on the Grant Date and ends at the close of business on • (the "Restriction Period"). Subject to the terms and conditions of the Plan, Share Units will be redeemed and settled fifteen days after the applicable Vesting Date, all in accordance with the terms of the Plan.
By signing this Share Unit Agreement, the Participant:

(b) acknowledges that, subject to the vesting and other conditions and provisions in this Share Unit Agreement, each Share Unit awarded to the Participant shall entitle the Participant to receive on settlement an aggregate cash payment equal to the Market Value of a Share or, at the election of the Corporation and in its sole discretion, one Share of the Corporation. For greater certainty, no Participant shall have any right to demand to be paid in, or receive, Shares in respect of any Share Unit, and, notwithstanding any discretion exercised by the Corporation to settle any Share Unit, or portion thereof, in the form of Shares, the Corporation reserves the right to change such form of payment at any time until payment is actually made;

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(c) acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the vesting and redemption of any Share Unit, as determined by the Corporation in its sole discretion;

(d) agrees that a Share Unit does not carry any voting rights;

(e) acknowledges that the value of the Share Units granted herein is denominated in Canadian dollars (CAD$), and such value is not guaranteed; and

(f) recognizes that, at the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of Section 2.2 of the Plan and any communication from or to the designee shall be deemed to be from or to the Corporation.

The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this Share Unit Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this Share Unit Agreement, and (c) hereby accepts these Share Units subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this Share Unit Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this Share Unit Agreement and the Plan, and has had an opportunity to obtain the advice of counsel prior to executing this Share Unit Agreement.
This Share Unit Agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Corporation and the Participant (collectively, the "Parties") with respect to the Share Units and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter thereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This Share Unit Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this Share Unit Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
In accordance with Section 8.3(5) of the Plan, unless the Shares that may be issued upon the settlement of vested Share Units granted pursuant to this Share Unit Agreement are registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and any applicable state securities laws, such Shares may not be issued in the "United States" or to "U.S. Persons" (each as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to a Participant in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

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IN WITNESS WHEREOF the Corporation and the Participant have executed this Share Unit Agreement as of ___, 20__.

NAKED REVIVAL INC.

Per: _______
Authorized Signatory

EXECUTED by • in the presence of:
Signature
Print Name
Address
Occupation

[NAME OF PARTICIPANT]

Note to Plan Participants

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EXHIBIT "D"
TO OMNIBUS EQUITY INCENTIVE PLAN OF NAKED REVIVAL INC.
FORM OF DSU AGREEMENT

This DSU Agreement is entered into between NAKED Revival Inc. (the "Corporation") and the Participant named below, pursuant to the Corporation's Omnibus Equity Incentive Plan (the "Plan"), a copy of which is attached hereto, and confirms that on:

___________ (the "Grant Date"),
___________ (the "Participant")
was granted ________ deferred share units ("DSUs"), in accordance with the terms of the Plan.
The DSUs subject to this DSU Agreement [are fully vested] [will become vested as follows: _____].
Subject to the terms of the Plan, the settlement of the DSUs, in cash (or, at the election of the Corporation, in Shares or a combination of cash and Shares), shall be payable to you, net of any applicable withholding taxes in accordance with the Plan, not later than December 15th of the first (1st) calendar year commencing immediately after the Termination Date, provided that if you are a U.S. Taxpayer, the settlement will be as soon as administratively feasible following your Separation from Service. If the Participant is both a U.S. Taxpayer and a Canadian Participant, the settlement of the DSUs will be subject to the provisions of Section 5.5(1) of the Plan.
By signing this agreement, the Participant:

(a) acknowledges that he or she has read and understands the Plan and agrees with the terms and conditions thereof, which terms and conditions shall be deemed to be incorporated into and form part of this DSU Agreement (subject to any specific variations contained in this DSU Agreement);
(b) acknowledges that he or she is responsible for paying any applicable taxes and withholding taxes arising from the vesting and redemption of any DSU, as determined by the Corporation in its sole discretion;
(c) agrees that a DSU does not carry any voting rights;
(d) acknowledges that the value of the DSUs granted herein is denominated in Canadian dollars (CAD$), and such value is not guaranteed; and
(e) recognizes that, at the sole discretion of the Corporation, the Plan can be administered by a designee of the Corporation by virtue of Section 2.2 of the Plan and any communication from or to the designee shall be deemed to be from or to the Corporation.

The Participant: (a) acknowledges and represents that the Participant fully understands and agrees to be bound by the terms and provisions of this DSU Agreement and the Plan; (b) agrees and acknowledges that the Participant has received a copy of the Plan and that the terms of the Plan form part of this DSU Agreement, and (c) hereby accepts these DSUs subject to all of the terms and provisions hereof and of the Plan. To the extent of any inconsistency between the terms of this

E-45

DSU Agreement and those of the Plan, the terms of the Plan shall govern. The Participant has reviewed this DSU Agreement and the Plan, and has had an opportunity to obtain the advice of counsel prior to executing this DSU Agreement.

This DSU Agreement and the terms of the Plan incorporated herein constitutes the entire agreement of the Corporation and the Participant (collectively, the "Parties") with respect to the DSUs and supersedes in its entirety all prior undertakings and agreements of the Parties with respect to the subject matter thereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Parties. This DSU Agreement and the terms of the Plan incorporated herein are to be construed in accordance with and governed by the laws of the Province of British Columbia. Should any provision of this DSU Agreement or the Plan be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.
In accordance with Section 8.3(5) of the Plan, unless the Shares that may be issued upon the settlement of the DSUs are registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and any applicable state securities laws, such Shares may not be issued in the "United States" or to "U.S. Persons" (each as defined in Rule 902 of Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act is available. Any Shares issued to a Participant in the United States that have not been registered under the U.S. Securities Act will be deemed "restricted securities" (as defined in Rule 144(a)(3) of the U.S. Securities Act) and bear a restrictive legend to such effect.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

E-46

IN WITNESS WHEREOF the Corporation and the Participant have executed this DSU Agreement as of ___, 20__.

NAKED REVIVAL INC.

Per: Authorized Signatory

EXECUTED by ● in the presence of:

Signature

Print Name

Address

Occupation

[NAME OF PARTICIPANT]

Note to Plan Participants

This Agreement must be signed where indicated and returned to the Corporation within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your DSUs.

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APPENDIX "F"
AUDIT COMMITTEE CHARTER

Mandate

The primary function of the audit committee (the "Committee") is to assist the board of directors (the "Board") of Haw Capital 2 Corp. (the "Company") in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company's systems of internal controls regarding finance and accounting and the Company's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

serve as an independent and objective party to monitor the Company's financial reporting and internal control system and review the Company's financial statements;
review and appraise the performance of the Company's external auditors; and
provide an open avenue of communication among the Company's auditors, financial and senior management and the Board.

Composition

The Committee will be composed of three directors from the Board, the majority of whom are not employees or senior officers of the Company, where possible.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Audit Committee Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company's financial statements.

The members of the Committee shall be elected by the Board. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet a least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the CFO and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

(a) Review and update this Audit Committee Charter annually.

(b) Review the Company's financial statements, management, discussion and analysis and any annual and interim earnings and press releases before the Company publicly discloses this information as well as any reports or other financial information (including quarterly financial statements), which are submitted to any

F-1

governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

(c) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Company.

(d) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Company.

(e) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(f) Take, or recommend that the full Board take, appropriate action to oversee the independence of the external auditors.

(g) Recommend to the Board the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(h) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements.

(i) Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

(j) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(k) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:

(i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its external auditors during the fiscal year in which the non-audit services are provided;

(ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

(iii) such services are promptly brought to the attention of the Committee by the Company and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Company's financial reporting process, both internal and external.

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(b) Consider the external auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Company's auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

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AI assistant

HAW Capital 2 Corp. — Proxy Solicitation & Information Statement 2025

47946_rns_2025-11-04_bcaa1922-2c18-439a-9151-ffc51fa1c867.pdf

HAW Capital 2 Corp.

Appointment of Proxyholders

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

Revocation of Proxies

PROPOSED QUALIFYING TRANSACTION

Qualifying Transaction

SAFE

Concurrent Financing

BUSINESS OF MEETING

1. PRESENTATION OF FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Incumbent Slate

Corporate Bankruptcies

Personal Bankruptcies

Penalties or Sanctions

5. APPOINTMENT OF AUDITORS

6. APPROVAL OF CONTINUANCE

Reason for Continuance

Continuance Process

Effect of the Continuance

Comparison of the ABCA and the BCBCA

Charter Documents

Amendments to Charter Documents

Alterations of Share Structure and Change of Name

Requisite Shareholder Approval Thresholds

Sale of Undertaking

Right of Dissent and Appraisal

Oppression Remedies

Shareholder Derivative Actions

Shareholders' Proposals

Requisition of Meetings

Place of Meetings

Directors

Continuance Resolution Dissent Rights

7. APPROVAL OF NAME CHANGE

8. APPROVAL OF EXISTING PLAN

Award Types

Administration of Plan

Number of Common Shares

Share Counting

Share Recycling

Term

Redemption:

Participation Limits:

Effect of Termination on Awards:

Change of Control:

Assignment:

Amendment:

Common Shares Available for Awards

10. OTHER BUSINESS

STATEMENT OF EXECUTIVE COMPENSATION

Compensation of Named Executive Officers: Compensation Discussion & Analysis

Compensation of Named Executive Officers:

Compensation of Directors: Compensation Discussion & Analysis

Summary Compensation Table: Directors and Named Executive Officers, Excluding Compensation Securities

Summary Compensation Table: Stock Options and Other Compensation Securities

Pension Plan Benefits

Existing Plan

Eligibility

Exercise Price and Term of Options

Limits on Option Grants

Adjustments

Expiry and Termination Provisions Applicable to Options

Options Granted, Exercised and Outstanding

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

CORPORATE GOVERNANCE PRACTICES

Board of Directors

Board Oversight

Directorships in Other Reporting Issuers

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Assessments

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

Audit Committee Charter

HAW Capital 2 Corp. Proxy Solicitation & Information Statement 2025