Heliostar Metals Ltd. — Proxy Solicitation & Information Statement 2021

Dec 8, 2021

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held January 11, 2022

NOTICE OF MEETING AND INFORMATION CIRCULAR

This Notice of Meeting and Management Information Circular is furnished in connection with the solicitation by the management of Enerdynamic Hybrid Technologies Corp. of proxies to be voted at the Annual General and Special Meeting of shareholders of Enerdynamic Hybrid Technologies Corp. to be held on Tuesday, January 11, 2022.

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NOTICE OF MEETING AND INFORMATION CIRCULARi
Notice-and-Access1
MANAGEMENT INFORMATION CIRCULAR 8
CERTAIN REFERENCES AND GLOSSARY 8
PART 1 – VOTING AND SOLICITATION OF PROXIES8
Notice-and-Access8
Obtaining Paper Copies9
Appointment of Proxies9
Revocation of Proxies9
Voting of Proxies10
Non-Registered Shareholders10
Quorum11
Record Date and Voting11
Approval of Resolutions12
PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS 12
PART 3 – THE BUSINESS OF THE MEETING12
Presentation of Consolidated Financial Statements12
Election of Directors13
Appointment of Auditors13
Ratification of Stock Option Plan13
Amendment to Articles of Incorporation –Name Change14
Confirmation and Approval of Advance Notice By-Law15
Authorization of Directors to Appoint Directors17
Other Business17
PART 4 - NOMINEES FOR ELECTION AS DIRECTORS17
Summary of Director Committee Membership19
Director Compensation20
Corporate Cease Trade Orders20
Penalties or Sanctions20
Bankruptcies21
PART 5 - EXECUTIVE COMPENSATION21
Elements of Compensation22
Annual Salary22

Long-Term Incentive Awards –Stock Option Plan22
Benefits and Perquisites25
Share-Based and Option-Based Awards25
Compensation Governance25
Summary Compensation Table26
Incentive Plan Awards Outstanding Share-Based awards and Option-Based awards27
Incentive Plan Awards –Value Vested or Earned During the Year27
Narrative Discussion28
Pension Plan Benefits28
Employment, Consulting and Management Agreements28
PART 6 - DIRECTOR COMPENSATION 28
PART 7 - SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 29
PART 8 - INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 29
PART 9 - CORPORATE GOVERNANCE DISCLOSURE29
PART 10 - AUDIT COMMITTEE 30
Composition of the Audit Committee30
Relevant Education and Experience30
Audit Committee Oversight30
Reliance on Certain Exemptions30
Pre-Approval Policies and Procedures30
External Auditor Service Fees (by category)31
Exemption31
PART 11 - INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS31
PART 12 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 32
PART 13 - MANAGEMENT CONTRACTS 32
PART 14 - PARTICULARS OF OTHER MATTERS TO BE ACTED UPON32
PART 15 - ADDITIONAL INFORMATION32
PART 16 - FORWARD-LOOKING INFORMATION 32
PART 17 - APPROVAL OF INFORMATION CIRCULAR 35
APPENDIX "A" GLOSSARY OF TERMS A-1
APPENDIX "B" CORPORATE GOVERNANCE DISCLOSURE (General) B-1
APPENDIX "C" AUDIT COMMITTEE CHARTERC-1
APPENDIX "D" ADVANCE NOTICE POLICY – BY-LAW NO. 2D-1

ENERDYNAMIC HYBRID TECHNOLOGIES CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders of common shares (the "Shares") of Enerdynamic Hybrid Technologies Corp. (the "Corporation") will be held at the Corporation's Niagara Falls Office at 6040 Progress Street, Niagara Falls, Ontario L2G 0C4 on Tuesday, January 11, 2022, at 10:00 a.m. (Eastern Standard Time) (the "Meeting Date"), for the following purposes:

Notice-and-Access

The Corporation is using the notice-and-access mechanism (the "Notice-and-Access Provisions") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to deliver meeting materials to its registered and beneficial shareholders (the "Shareholders") in respect of its Meeting of Shareholders to be held on the Meeting Date.

Instead of receiving printed copies of the Meeting Materials (as defined below), under the Notice-and-Access Provisions, Shareholders will receive this notice ("Notice") with information on the Meeting Date, location and purpose, as well as information on how they may access electronic versions of the management proxy circular of the Corporation dated November 29, 2021 (the "Information Circular"), the audited consolidated financial statements of the Corporation (the "Financial Statements"), management's discussion and analysis of the Corporation's results of operations and financial condition (the "MD&A") for the year ended November 30, 2020 (together, the Information Circular, the Financial Statements and the MD&A, the "Meeting Materials"), and how they may vote. Shareholders will also receive a form of proxy ("Proxy") or voting instruction form ("VIF"), as applicable, enabling them to vote at the Meeting.

See Part 1 – Voting and Solicitation of Proxies – Notice-and-Access in the accompanying Information Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

Meeting Date and Time

Tuesday, January 11, 2022 at 10:00 a.m. (Eastern Time)

Specific details of the matters to be put before the Meeting are set forth in the Information Circular accompanying this Notice. The record date for determination of Shareholders entitled to receive notice of and to vote at the Meeting is November 29, 2021 (the "Record Date"). Only Shareholders whose names have been entered in the register of Shares at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Each of the Shares entitled to be voted at the Meeting will entitle the holder to one (1) vote at the Meeting. Shareholders are requested to complete, sign and return the applicable accompanying Proxy for use at the Meeting, whether or not they are able to attend personally, as described in the Information Circular.

Shareholders will be asked to consider and vote on the following matters:

• 1. to receive and consider the audited annual consolidated financial statements of the Corporation for the financial year ended November 30, 2020 together with the report of the auditors thereon;
• 1. to set the number of directors at four (4) and elect four (4) directors of the Corporation for the forthcoming year;
• 1. to approve the re-appointment of HS & Partners LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
• 1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution reapproving the Corporation's stock option plan, as more particularly described in the accompanying Information Circular;
• 1. to adopt a new Advance Notice Policy of the Corporation;
• 1. to consider and, if deemed advisable, pass a special resolution approving an amendment to the Corporation's articles to change the name of the Corporation and adopt a new stock symbol;
• 1. to consider and, if deemed advisable, pass a special resolution empowering the directors to appoint up to one-third of their number under subsection 125(3) of the OBCA; and
• 1. to transact such other business as may properly come before the Meeting or any adjournment thereof.

These matters are set out in detail in the Information Circular under the section entitled "Part 3 – The Business of the Meeting".

Website Where Meeting Materials are Posted

Electronic copies of the Meeting Materials may be found on the Corporation's SEDAR profile at www.sedar.com and Computershare's website at www.envisionreports.com/EBMQ2022. The Corporation will not use the procedures known as "stratification" under the Notice-and-Access Provisions meaning that all Shareholders will receive a Notice in accordance with the Notice-and-Access Provisions.

Obtaining Paper Copies of Materials

Shareholders can request paper copies of Meeting Materials in advance of the Meeting by contacting the Corporation by telephone at 1-289-488-1699 or by email at info@ehthybrid.com. Such a request should be sent so that the request is received by the Corporation by 10:00 a.m. (Eastern Time) on Friday, December 31, 2021 in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies or voting instruction forms to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Niagara Falls, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

Voting - Registered Holders

Registered Shareholders who are unable to attend the Meeting in person are requested to complete, date, signand return the enclosed proxy form to Computershare Trust Company of Canada ("Computershare") in accordance with the instructions set out below, on the proxy form or in the Information Circular. If you are voting your shares by proxy, Computershare must receive your completed proxy form by 10:00 a.m. (Eastern Time) on Friday, January 7, 2022, or 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) before any adjournment(s) or postponement(s) of the Meeting.

An appointment of a proxyholder or alternate proxyholder will not be valid unless a proxy form making the appointment, signed by the Shareholder or by an attorney of the Shareholder authorized in writing, is deposited with Computershare:

by internet by going to www.investorvote.com. You will be prompted to enter the 15-digit ControlNumber, which is located on the reverse side of the proxy form;

by mail to 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1;

by telephone for the Proxy at 1-866-732-VOTE (8683) (toll free) or 1-312- 588-4290 (direct dial) froma touch tone phone; or

by smartphone, scan the QR Code on the proxy form.

You are a registered Shareholder if your Shares are held in your name and you have a certificate representing such Shares. If you are a registered Shareholder and are unable to attend the Meeting in person, please date, complete and sign the enclosed Proxy and deliver it to the Corporation's transfer agent, Computershare, in accordance with one of the methods of delivery described on the Proxy. In order to be valid and acted upon at the Meeting or at any adjournment or postponement thereof, proxies must be received by Computershare at the aforesaid address at least forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment or postponement thereof. The Corporation may waive the Proxy cut-off time without notice in its discretion. Failure to deposit a Proxy in accordance with the foregoing may result in its invalidation.

A registered Shareholder who has given a proxy may revoke it by:

• (a) voting again by telephone or on the Internet before 10:00 a.m. (Eastern Time) on Friday, January 7, 2022;
• (b) completing a proxy form that is dated later than the proxy form you are changing, and mailing it to Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 so that it is received before 10:00 a.m. (Eastern Time) on Friday, January 7, 2022;
• (c) sending a notice in writing from the Shareholder or the Shareholder's authorized attorney (or, if the Shareholder is a corporation, by a duly authorized officer) revoking the proxy, to the Corporate Secretary of the Corporation so that it is received before 10:00 a.m. (Eastern Time) on Friday, January 7, 2022;
• (d) giving a notice in writing from the Shareholder or the Shareholder's authorized attorney (or, if the Shareholder is a corporation, by a duly authorized officer) revoking your proxy to the chair of the Meeting, at the Meeting; or
• (e) attendance at the Meeting and participation in a poll (ballot) by the Shareholder (but not by the proxyholder of such Shareholder).

The revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Voting – Non-Registered Holders

Any non-registered, or beneficial, Shareholders receiving Meeting Materials through their broker or other intermediaryshould complete and return the voting instruction form provided to them by their broker or other intermediaryin accordance with the instructions provided therein, or otherwise follow the instructions provided by their broker or other intermediary.

A non-registered Shareholder may revoke a proxy or voting instruction form given to their broker or other intermediary by contacting the broker or intermediary through which the non-registered Shareholder's common shares are held and following the instructions of the broker or intermediary respecting the revocation of proxies. In order to ensure that the broker or intermediary acts upon a revocation of a proxy or voting instruction form,the written notice should be received by the broker or intermediary well in advance of the Meeting.

You are a beneficial Shareholder if your Shares are held in the name of an intermediary or a nominee. If you are a beneficial holder of Shares, please date, complete, sign and return the VIF provided by your broker or other intermediary in accordance with the instructions provided therein.

At the date of this Notice and the accompanying Information Circular, it is the intention of the Corporation to hold an in-person Meeting at the location stated above in this Notice. We are continuously monitoring the development of the current coronavirus outbreak ("COVID-19"). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT ATTEND THE MEETING IN PERSON. Should you choose to attend the Meeting in person, to ensure we stay in compliance with the government rules and regulations regarding the health and safety of all persons attending the Meeting, the Corporation requests that you provide proof of your double vaccination status. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including the Ontario Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. For the latest updates on the plan to safely reopen Ontario and continue to follow the restrictions and public health measures, visit the Government of Ontario's website at https://covid-19.ontario.ca/plan-safely-reopen-ontario-and-manage-covid-19-long-term. Shareholders who do wish to attend the Meeting in person, should also carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-diseasecovid-19.html). Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed Proxy or VIF prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation's profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Materials.

For more information on the Notice-and-Access Provisions and information on voting, please see the section in the Circular entitled "Part 1 – Voting and Solicitation of Proxies – Notice-and-Access" or contact the Corporation's transfer agent, Computershare, toll-free within North America at 1-800- 564-6253, from outside of North America at 1-514-982-7555.

For paper copies of the Meeting Materials, please contact the Corporation at:

EnerDynamic Hybrid Technologies Corp. 6040 Progress Street Niagara Falls, Ontario L2G 0C4

Tel: 1-289-488-1699 Email: info@ehthybrid.com

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

DATED at Toronto, Ontario this 29th day of November 2021.

BY ORDER OF THE BOARD OF DIRECTORS

OF ENERDYNAMIC HYBRID TECHNOLOGIES CORP.

(signed) "John Gamble" Chief Executive Officer

CEO'S MESSAGE TO THE SHAREHOLDERS

November 29, 2021

Dear Shareholders:

We are pleased to announce our Annual General and Special Meeting of Shareholders to be held at 6040 Progress Street, Niagara Falls, Ontario, L2G 0C4 on Tuesday, January 11, 2022, at 10:00 a.m. (Eastern Standard Time) (the "Meeting"). At the Meeting, we will vote on the proposals set forth in the accompanying Notice of Meeting (the "Notice") and management information circular (the "Information Circular"), as well as address any other business matters that may properly come before the Meeting.

Enclosed with this message are the Notice, the Information Circular, and a form of proxy (the "Proxy") (together, the "Meeting Materials") to be used for voting purposes. Your vote at this Meeting is important. Whether or not you plan to attend the Meeting, I hope you will vote as soon as possible. You will find voting instructions in the Information Circular and on the Proxy.

As of the date of the accompanying Notice and Information Circular, it is the intention of the Corporation to hold an in-person Meeting at the location stated above. We are continuously monitoring the development of the current coronavirus outbreak ("COVID-19") and in light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT ATTEND THE MEETING IN PERSON. Should you choose to attend the Meeting in person, to ensure we stay in line with the government rules and regulations regarding the health and safety of all persons attending the Meeting, the Corporation requests that you provide proof of your double vaccination status. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including the Ontario Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. For the latest updates on the plan to safely reopen Ontario and continue to follow the restrictions and public health measures, visit the Government of Ontario's website at https://covid-19.ontario.ca/plan-safely-reopen-ontario-and-manage-covid-19-long-term. Shareholders who do wish to attend the Meeting in person, should also carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html). Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed Proxy or VIF prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Corporation reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation's profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Materials.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

If you have any questions in the interim, please email us at info@ehthybrid.com.

BY ORDER OF THE BOARD OF DIRECTORS OF ENERDYNAMIC HYBRID TECHNOLOGIES CORP.

(signed) "John Gamble" Chief Executive Officer

ENERDYNAMIC HYBRID TECHNOLOGIES CORP. MANAGEMENT INFORMATION CIRCULAR

as at November 29, 2021

In this information circular (the "Information Circular"), "EHT" or the "Corporation" refers to Enerdynamic Hybrid Technologies Corp. (either alone or together with its subsidiaries, as applicable in the context). Unless otherwise stated, the information contained in this Information Circular is as of November 29, 2021.

CERTAIN REFERENCES AND GLOSSARY

In this Information Circular, all references to "dollars" or "$" are to Canadian dollars, unless otherwise noted. All capitalized terms used but not defined in this Information Circular shall have the meaning ascribed to such terms in the "Glossary of Terms" at Appendix "A" attached hereto. References with respect to receipt of Meeting Materials in this Information Circular are to the receipt of the Notice-and-Access Notice and accompanying Proxy or Voting Instruction Form providing instructions as to where the relevant Meeting Materials are available for viewing or how to obtain paper copies of the Meeting Materials.

PART 1 – VOTING AND SOLICITATION OF PROXIES

Notice-and-Access

The Corporation is using the notice-and-access mechanism (the "Notice-and-Access Provisions") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to deliver Meeting Materials to its registered and beneficial holders (the "Shareholders") of common shares (the "Shares") in respect of its annual general and special meeting of Shareholders to be held on Tuesday, January 11, 2022 at 10:00 a.m. (Eastern Time) (the "Meeting Date") at 6040 Progress Street, Niagara Falls, Ontario (the "Meeting").

The Corporation anticipates that using the Notice-and-Access Provisions for delivery will directly benefit the Corporation through a substantial reduction in postage and material costs and will also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions about the Notice-and-Access Provisions can call Computershare, toll-free within North America at 1-800-564-6253, or direct, from outside of North America at +1-514-982-7555 (not a toll-free number). The Information Circular and other relevant Meeting Materials (as defined below) are available at www.envisionreports.com/EBMQ2022 or on the Corporation's SEDAR profile at www.sedar.com.

Instead of receiving printed copies of the Meeting Materials, under the Notice-and-Access Provisions, Shareholders will receive the notice-and-access notice (the "Notice") with information on the Meeting Date, location and purpose, as well as information on how they may access electronic versions of the Information Circular, the audited consolidated financial statements of the Corporation (the "Financial Statements"), management's discussion and analysis of the Corporation's results of operations and financial condition (the "MD&A") for the year ended November 30, 2020 (together, the Information Circular, the Financial Statements and the MD&A, the "Meeting Materials"), and how they may vote. Shareholders will also receive a form of proxy ("Proxy") or voting instruction form ("VIF"), as applicable, enabling them to vote at the Meeting.

Obtaining Paper Copies

Shareholders may obtain paper copies of the Meeting Materials free of charge by calling the Corporation direct at +1-289-488-1699 or via email at info@ehthybrid.com.

Requests for paper copies of the Meeting Materials which are required in advance of the Meeting, should be sent so that the request is received by the Corporation or Computershare, as applicable, no later than December 31, 2021 in order to allow sufficient time for Shareholders to receive the paper copies and to return their Proxy or VIF to Intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Niagara Falls, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by or on behalf of management of the Corporation for use at the Meeting and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice.

It is expected that solicitation of proxies will be primarily by mail but proxies may also be solicited by telephone, facsimile or in person by directors, officers and employees of the Corporation who will not be additionally compensated therefor. Brokers, nominees or other persons holding Shares in their names for others shall be reimbursed for their reasonable charges and expenses in forwarding proxies and proxy material to the beneficial owners of such Shares. The costs of soliciting proxies by or on behalf of management of the Corporation will be borne by the Corporation.

Appointment of Proxies

The persons named in the accompanying Proxy are directors or officers of the Corporation. Each Shareholder has the right to appoint a person or company to represent such Shareholder at the Meeting other than the persons designated in the Proxy, either by inserting the desired person's name in the blank space provided in the Proxy or by completing another proper form of proxy.

A Proxy must be in writing executed by the Shareholder or by the Shareholder's agent or attorney or, if the Shareholder is a corporation, by a duly authorized officer or representative of such corporation. If the Proxy is executed by an agent or attorney, evidence of the agent's or attorney's written authority must accompany the Proxy. A Proxy will not be valid unless the completed Proxy is received by Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) preceding the Meeting or any adjournment or postponement thereof.

Revocation of Proxies

Each Shareholder who has given a Proxy may revoke it by an instrument in writing executed by such Shareholder, or by the Shareholder's agent or attorney, and delivered to Computershare in the manner described above (together with evidence of the agent's or attorney's written authority) so as to arrive at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner provided by law. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting of Proxies

The Named Proxyholders designated in the enclosed Proxy will vote the Shares in respect of which they are appointed Proxyholder, on any ballot that may be called for at the Meeting, in accordance with the instructions of the Shareholder as specified on the Proxy. In the absence of such specification, the Shares will be voted:

• "FOR" the setting of the number of directors at four (4) and the election of four (4) persons as directors of the Corporation of the proposed nominees set forth in this Information Circular;
• "FOR" the appointment of HS & Partners LLP as auditors and authorization of the directors to fix their remuneration;
• "FOR" the ratification and reapproval of the Corporation's unchanged stock option plan as set forth in this Information Circular;
• "FOR" the adoption of the Advance Notice By-Law (the "Advance Notice Resolution") previously adopted by the Board and as set forth in this Information Circular;
• "FOR" the special resolution authorizing an amendment to the Corporation's articles to change the name of the Corporation from EnerDynamic Hybrid Technologies Corp. to Net Zero Renewable Energy Ltd. (the "Name Change Resolution"), or such other name as may be agreed to by the directors of the Corporation and accepted by the relevant regulatory authorities (the "Name Change"), all as more particularly described in the accompanying Information Circular; and
• "FOR" the special resolution under subsection 125(3) of the OBCA empowering the directors to appoint up to one-third more of their number of directors required to have been elected at the last annual meeting of shareholders.

The enclosed Proxy confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice and with respect to other matters that may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting, or any other business is properly brought before the Meeting, it is the intention of the Named Proxyholders designated in the enclosed Proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Information Circular, management knows of no such amendment, variation or other matter which may be presented to the Meeting.

Non-Registered Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold their Shares in their own name.

If your Shares are not registered in your own name, they are likely held in the name of a "nominee", usually a bank, trust company, securities dealer or other financial institution. Your nominee must seek your instructions as to how to vote your Shares. Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders' meetings, you will have received the Notice from your nominee, together with a Proxy or VIF. If that is the case, it is important that you comply strictly with the instructions

that have been given to you by your nominee on the Proxy or VIF. If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your Shares are not registered in your own name ("non-registered owner"), the Corporation's transfer agent, Computershare, will not have a record of your name and, as a result, unless your nominee has appointed you as Proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote in person at the Meeting by attending the Meeting, please insert your own name in the space provided on the Proxy or VIF that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you has Proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. Computershare, who will serve as scrutineer for the Meeting, will register your attendance when you arrive at the Meeting.

The Notice advising where to access the Meeting Materials is being sent to both registered and non-registered owners of our common shares. If you are a non-registered owner and we have sent the Notice to you directly, your name and address and information about your holdings of common shares of the Corporation have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the securities on your behalf. By choosing to send this Notice to you directly, the Corporation (and not the intermediary holding on your behalf) as assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF.

In accordance with National Instrument 54-101 – Communication With Beneficial Owners of Securities of a Reporting Issuer ("NI 41-101") of the Canadian Securities Administrators, the Corporation has elected to send Notice directly to non-objecting beneficial owners of its common shares. As the Corporation is unable to send the Notice directly to the objecting beneficial owners ("OBOs") of its common shares (because OBOs are beneficial shareholders who have objected to the release of security ownership details to issuers), the Notice for the Meeting will be sent to OBOs indirectly through the intermediaries who hold securities on behalf of the OBOs. The intermediaries/brokers (or their service companies) are responsible for forwarding the Notice to their OBO clients. Management of the Corporation does not intend to pay for intermediaries to forward to their OBO clients the Notice and Form 54-101F7 – Request for Voting Instructions Made by Intermediary under NI 54-101 and, as such, OBOs will not receive the Notice in connection with the Meeting unless such OBO's intermediary assumes the cost of delivery.

Non-registered owners are strongly encouraged to vote their Shares using the VIF received with the Notice. Non-registered owners will only be entitled to vote in person at the Meeting if they appoint themselves as Proxyholder using the VIF provided to them by their nominee.

Quorum

A quorum for the Meeting shall be attendance in person or by proxy of at least two (2) holders present in person or represented by proxy and holding in excess five percent (5%) of the number of issued and outstanding Shares entitled to vote thereat. No business shall be transacted at the Meeting unless the requisite quorum is present.

Record Date and Voting

The record date for the Meeting is November 29, 2021 (the "Record Date"). Shareholders of record at the close of business on the Record Date are entitled to receive notice of and to attend and vote at the Meeting. Only Shareholders whose names have been entered in the register of Shares at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting, except as otherwise provided for under the OBCA. Each common share held by the Shareholder entitles the holder thereof to one (1) vote at the Meeting.

Approval of Resolutions

Unless otherwise specified, a simple majority of affirmative votes cast at the Meeting is required to pass each of the resolutions described herein. If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected until all such vacancies have been filled. If the number of nominees for election is equal to the number of vacancies to be filled, all such nominees will be declared elected by acclamation. The special resolution to amend the Corporation's articles to change the name of the Corporation, the special resolution to adopt an advance notice policy and the special resolution to empower the directors to appoint up to one-third of their number under subsection 125(3) of the OBCA, all require at least two-thirds (2/3) of the votes cast at the Meeting to be voted in favour of the special resolutions in order for the special resolutions to be passed.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS

The authorized capital of the Corporation consists of an unlimited number of Shares. As of the date hereof, there are 75,048,021 Shares issued and outstanding, each of which entitles the holder to one (1) vote on a ballot, and there are no other voting securities of the Corporation issued and outstanding. On a show of hands, every person present and entitled to vote at the Meeting will be entitled to one (1) vote.

Only registered holders of Shares at the close of business on November 29, 2021, the Record Date for the Meeting, are entitled to vote at the Meeting. See "Part 1 – Voting and Solicitation of Proxies – Non-Registered Shareholders" for an explanation of voting by a Non-Registered Shareholder.

To the knowledge of the Corporation's directors and executive officers, as of the date hereof, no person beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than ten percent (10%) of the voting rights attached to any class of voting securities.

PART 3 – THE BUSINESS OF THE MEETING

As set out in the accompanying Notice, at the Meeting the Shareholders will be asked to consider and, as required, vote on the following matters:

Presentation of Consolidated Financial Statements

The audited annual consolidated financial statements of the Corporation for the financial year ended November 30, 2020, together with the report of the auditors on such statements, will be presented to the Shareholders for review at the Meeting. No vote by the Shareholders is required with respect to this matter.

Copies are available online at www.sedar.com or upon request, without charge.

Election of Directors

Under the constating documents of the Corporation, the Corporation is required to have a minimum of one (1) director and a maximum of ten (10) directors. The Board currently consists of three (3) directors. At the Meeting, the Shareholders will be asked to elect four (4) directors. The Corporation has nominated four (4) persons for election as directors at the Meeting. Details respecting the nominees for election as directors are set out below under "Part 4 - Nominees for Election as Directors".

All directors so elected will hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed, unless his or her office is vacated earlier in accordance with the by-laws of the Corporation or the OBCA. The Named Proxyholders, if named as proxy, intend to vote the Shares represented by any such proxy FOR the election of the nominees whose names are set forth under "Part 4 - Nominees for Election as Directors" in this Information Circular, unless the Shareholder who has given such proxy has directed that the shares be withheld from voting in the election of directors. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the Named Proxyholders, if named as proxy, reserve the right to vote for another nominee in their discretion.

Appointment of Auditors

The Shareholders will be asked to approve the appointment of HS & Partners LLP ("HS") as auditors of the Corporation (the "Auditors") to hold office until the close of the next annual general meeting of the Corporation. It is also proposed that the remuneration to be paid to the Auditors be fixed by the Board. HS have been appointed as the Auditors of the Corporation since March 15, 2016.

To be effective, the resolution must be passed by a majority of the votes cast thereon in person and by proxy by the Shareholders at the Meeting. The Named Proxyholders, if named as proxyholder, intend to vote the Shares represented by any such proxy FOR the approval of the appointment of HS & Partners LLP as auditors of the Corporation at a remuneration to be fixed by the Board, unless the Shareholder who has given such proxy has directed in the proxy that the Shares be withheld from voting in the appointment of auditors.

Ratification of Stock Option Plan

The Corporation has in place a rolling stock option plan (the "Stock Option Plan") which provides that the Board may from time to time, in its discretion and in accordance with TSXV requirements, grant to directors, officers, employees and consultants of the Corporation options to purchase Shares, provided that the number of Shares reserved for issuance will not exceed ten percent (10%) of the Corporation's issued and outstanding Shares at the date of being granted. The Stock Option Plan was adopted by the Board of the Corporation on the 27th day of January 2011, and last approved by the Shareholders at an annual general and special meeting on the 19th day of January 2021.

It is a requirement of TSXV policies that issuers who have such "rolling plans" seek annual Shareholder approval of such stock option plans. Accordingly, although no amendments are being made to the Stock Option Plan, Shareholders will be asked to re-approve the Stock Option Plan in accordance with TSXV policy.

Additional information regarding the Stock Option Plan, including restrictions on grants of stock options, is set forth below under the heading "Part 5 - Executive Compensation".

There are currently 7,504,802 Shares authorized under the Stock Option Plan. As of the Record Date, there is an aggregate of 6,867,500 Options outstanding under the Stock Option Plan, which represents approximately 9.15% of the outstanding Shares.

The text of the resolution ratifying and approving the Stock Option Plan is as follows, subject to any amendments, variations or additions as may be approved at the Meeting:

"BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

• 1. The Stock Option Plan is hereby ratified and approved.
• 1. Any of the officers or directors of the Corporation be and are hereby authorized for and on behalf of the Corporation (whether under its corporate seal or otherwise) to execute and deliver all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any such action."

To be effective, the resolution must be passed by a majority of the votes cast thereon in person and by proxy by the Shareholders at the Meeting. The Named Proxyholders intend to vote the Shares represented by any proxy appointing them as proxy FOR the approval of the foregoing resolution to ratify and approve the Stock Option Plan, unless the Shareholder who has given such proxy has directed in the proxy that the Shares be withheld from voting in the ratification and approval of the Stock Option Plan.

Amendment to Articles of Incorporation – Name Change

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution, authorizing the Corporation to amend the articles of incorporation to change its name to "Net Zero Renewable Energy Ltd." or such name as the Board, in its sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario) (the "OBCA") (the "Name Change Resolution"). The Shareholders must approve the Name Change Resolution by not less than 66 2/3% of the votes cast by shareholders, present in person or represented by proxy at the Meeting. If the Name Change Resolution does not receive the requisite shareholder approval, the Corporation will continue under its present name.

The purpose of the Name Change of the corporation is to better reflect the new strategic direction of the Corporation. Concurrent with the Name Change the Corporation also plans to change its stock ticker symbol (the "Stock Symbol Change") to better align with the Name Change and the vision of the Corporation's path in order to continue adding significant value to the shareholders. The Corporation has reserved the Stock Symbol "NZRE" and intends, subject to the approval of the Name Change Resolution, to change the Stock Symbol of the Corporation. No action is required by existing shareholders with respect to the Stock Symbol change.

The Board may determine not to implement the Name Change or the Stock Symbol Change after the Meeting and after receipt of necessary shareholder and regulatory approvals, but prior to the issue of a certificate of amendment under the OBCA, without further action on the part of the shareholders.

Special Resolution – Name Change

At the Meeting, the Shareholders of the Corporation will be asked to approve the Name Change resolution in the form as set out below authorizing the change of name of the corporation:

BE IT RESOLVED THAT:

• 1. The Corporation is hereby authorized to amend its articles to change the name of the Corporation to "Net Zero Renewable Energy Ltd." or to such other name as the board of directors in its sole discretion determine is appropriate, subject to the approval of the TSX Venture Exchange and all other regulatory authorities;
• 2. any one director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute and deliver, under the corporate seal of the Corporation or otherwise, all such documents and instruments and to do all such acts and things as in his or her opinion may be necessary or desirable to give full effect to this special resolution; and
• 3. notwithstanding approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this special resolution before it is acted upon without further approval of the shareholders of the Corporation.

The requisite regulatory approvals for the Name Change, including the approvals of the TSXV will not be sought by the Corporation until after the Board decides to implement the Name Change Resolution. There can be no assurance that the applicable regulatory approvals will be obtained.

Recommendation of the Board of Directors

The Board has determined that the Name Change Resolution is in the best interests of the Corporation and the Board unanimously recommends that the shareholders vote in favour of the foregoing Name Change Resolution.

Unless instructed otherwise, the Proxyholders named in the accompanying form of proxy intend to vote the Shares represented by proxy FOR the Name Change Resolution unless a Shareholder specifies in the proxy that his or her Shares are to be voted against the resolution.

Confirmation and Approval of Advance Notice By-Law

On November 26, 2021, the Board adopted an advance notice by-law (the "Advance Notice Policy") with immediate effect, a copy of which is attached to this Circular as Schedule "D". In order for the Advance Notice Policy to remain in effect following termination of the Meeting, the Advance Notice Policy must be ratified, confirmed and approved at the Meeting, as more particularly described below.

Purpose of the Advance Notice Policy

The directors of the Corporation are committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.

The purpose of the Advance Notice Policy is to provide shareholders, directors and management of the Corporation with a clear framework for nominating directors of the Corporation in connection with any annual or special meeting of Shareholders. The Advance Notice fixes a deadline by which holders of record of shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

Terms of the Advance Notice Policy

The following information is intended as a brief description of the Advance Notice Policy and is qualified in its entirety by the full text of the Advance Notice Policy. The terms of the Advance Notice Policy are summarized below.

The Advance Notice Policy provides that advance notice to the Corporation must be made in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Corporation other than pursuant to: (i) a "proposal" made in accordance with the OBCA; or (ii) a requisition of the shareholders made in accordance with the OBCA.

Among other things, the Advance Notice Policy fixes a deadline by which holders of record of shares of the Corporation must submit director nominations to the secretary of the Corporation prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the secretary of the Corporation for an effective nomination to occur. No person will be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of the Advance Notice Policy.

In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the tenth (10th) day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting was made.

The board of directors of the Corporation may, in its sole discretion, waive any requirement of the Advance Notice Policy.

Confirmation and Approval Required for Advance Notice Policy

At the Meeting, the shareholders will be asked to approve the following ordinary resolution (the "Advance Notice Policy Resolution"):

"BE IT RESOLVED THAT:

• 1. the Corporation's Advance Notice Policy as described in, and attached to, the Circular dated November 29, 2021 is hereby ratified, confirmed and approved;
• 2. the Board of Directors of the Corporation is authorized in its absolute discretion to administer the provisions of the Advance Notice Policy and amend or modify the Advance Notice Policy in accordance with its terms and conditions to the extent needed to reflect changes required by securities regulatory agencies or stock exchanges, or as otherwise determined to be in the best interests of the Corporation and its shareholders; and
• 3. any one director or officer of the Corporation is authorized and directed on behalf of the Corporation to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution."

If the Advance Notice Policy is approved at the Meeting, the Advance Notice Policy will continue to be effective and in full force and effect in accordance with its terms and conditions beyond the termination of the Meeting. Thereafter, the Advance Notice Policy will be subject to an annual review by the board of directors of the Corporation and will be updated to the extent needed to reflect changes required by securities regulatory agencies or stock exchanges. If the Advance Notice Policy is not approved at the Meeting, the Advance Notice Policy will terminate and be of no further force or effect from and after the termination of the Meeting.

The Board of Directors of the Corporation recommends that shareholders vote FOR the Advance Notice Policy Resolution. Unless instructed otherwise, the Proxyholders named in the accompanying form of proxy intend to vote the Shares represented by proxy FOR the Advance Notice Policy Resolution unless a Shareholder specifies in the proxy that his or her Shares are to be voted against the resolution.

Authorization of Directors to Appoint Directors

The Shareholders will be asked to approve a special resolution authorizing the directors to appoint up to one-third of their number after the Meeting and prior to the next annual meeting of shareholders of the corporation (the "Director Authorization Resolution") subsequently as set out in the form of resolution below:

Director Authorization Resolution

• 1. The Director Authorization Resolution is hereby ratified and approved.
• 1. Any of the officers or directors of the Corporation be and are hereby authorized for and on behalf of the Corporation (whether under its corporate seal or otherwise) to execute and deliver all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any such action."

The Named Proxyholders, if named as Proxy, intend to vote the Shares represented by any such proxy FOR the approval of the Director Authorization Resolution, unless the Shareholder who has given such Proxy has directed in the Proxy that the Shares be withheld from voting in the Director Authorization Resolution.

Other Business

Management does not intend to introduce any other business at the Meeting and is not aware of any amendments to the matters to be considered at the Meeting. If other business or amendments to the matters to be considered at the Meeting are properly brought before the Meeting, proxies appointing the Named Proxyholders as proxyholders will be voted in accordance with their best judgment.

PART 4 - NOMINEES FOR ELECTION AS DIRECTORS

The following table sets forth certain information with respect to all persons proposed to be nominated by management for election as directors. The Shareholders can vote for or withhold from voting on the election of each director on an individual basis. Unless authority is withheld, the Named Proxyholders, if named as proxy, intend to vote FOR these nominees. If prior to the Meeting any of the nominees set forth below is unable to or unwilling to serve, the Named Proxyholders will vote for another nominee or nominees in their discretion if additional nominations are made at the Meeting. Each nominee elected will hold office until his successor is elected at the next annual meeting of the shareholders of the Corporation, or any postponement or adjournment thereof, or until his successor is elected or appointed. All of the nominees have established their eligibility and willingness to serve as directors. The information set out below is as of the date of this Information Circular.

David Woolford, 63Ontario, CanadaDirector since:September 2017	David Woolford is the principal of Woolford Venture Law, a private legal practice specializing incorporate/commercial, securities, intellectual property and contract laws. Mr. Woolford was formerly apartner in the business and securities law groups of Miller Thomson LLP, a well-respected national lawfirm, operating out of their Guelph and Toronto offices. He practiced in the corporate, commercial andtechnology areas with special emphasis on corporate finance, mergers and acquisitions, divestitures andreorganizations. Mr. Woolford is also an active angel investor in / advisor / General Counsel to manyentrepreneurial companies, including Virox Technologies, HostPapa, RedWolf Security, Nondayo &Sensored Technologies. He served on the boards of directors of Virox and of Roosevelt Capital, YorkCapital, Lancaster Sierra Capital and Eminence Capital I & II, each formerly a CPC listed on the TSXVuntil it completed its mandatory qualifying transaction (QT), and now serves on the board of WinstonCapital, also a CPC currently seeking its QT. Mr. Woolford also previously served on the TSXV's LocalAdvisory Committee for Ontario. He was previously a partner with the law firms of Cassels, Brock &Blackwell (2003-2009), Fraser Milner Casgrain (now Dentons LLP) (2000-2003), and McMillian Binch(now McMillan LLP) from 1988 to 2000. Mr. Woolford had been elected as a director of the Corporationat the last annual and special meeting for the ensuing year.
	Board/CommitteeMembership	Attendance	Public Board Membership
	Board of Directors	4 of 4	Forterra Environmental Corp.Winston Capital Group Corp.
	Audit Committee	4 of 4
	Shares	Warrants	Options
	(#)	(#)	(#)
	1,282,453(1)	775,230(1)	1,062,500(1)
John Gamble, 62Ontario, CanadaDirector since:August 2014	year.		John Gamble is presently the Chief Executive Officer, President, and a Director of the Corporation. Mr.Gamble has over 30 years of experience working with international public and private companies in theenergy, environmental, resource and technology sectors and 20 years of experience in the renewable energyand clean tech sectors and has worked on raising over $100 million in public equity issues. Mr. Gamblehas been the Chief Executive Officer and a director of EnerDynamic Hybrid Technologies since October2013. Mr. Gamble had been elected as a director at the last annual and special meeting for the ensuing
	Board/CommitteeMembership	Attendance	Public Board Membership
	Board of Directors Audit	4 of 4	Forterra Environmental Corp.
	Committee	4 of 4	Winston Capital Group Corp.
	Securities Held
	Shares(#)	Warrants(#)	Options(#)

Bruce Bent, 66Ontario, CanadaDirector since:August 2014	Bruce Bent is presently a Director of the Corporation. Mr. Bent is the Vice President of Matthews SouthWest Development, a $500 million development company based in Dallas, Texas and Mississauga,Ontario.Mr. Bent has held various directorships in both private and public companies. Mr. Bent hasserved as a Director of Hegco Canada Inc., Forterra Environmental Corp., Axiotron Corp., and NordexExplosives Ltd. Mr. Bent is also a non-practicing-chartered accountant and holds a Bachelor of Commercewith honours from the University of Manitoba. Mr. Bent had been elected as a director at the last annualand special meeting for the ensuing year.
	Board/CommitteeMembership	Attendance	Public Board Membership
	BoardofDirectorsAuditCommittee	4 of 44 of 4	Forterra Environmental Corp.Winston Capital Group Corp.Astro Aerospace Ltd.
	Securities Held
	Shares	Warrants	Options
	(#)680,542(1)	(#)Nil(1)	(#)985,000(1)
Gerald (Jerry) Foster, 57Ontario, CanadaProposed Director	Jerry Foster is the Co-founder and President, of Windular Research and Technologies Inc. and now thePresident of Enerdynamic Hybrid Technologies. Mr. Foster has over 12 years of experience working withcompanies globally in the renewable energy technology sector. Windular was founded in 2013 as a privatecompany focused on the design, development and implementation of wind and solar technologies for thetelecommunications market. Mr. Foster has over 25 years of experience in the branding and corporate imageenhancement industry globally. This included automotive, financial and QSR sectors as well as outdoormedia.
	Board/Committee Membership	Attendance	Public Board Membership
	Proposed Director for Election atthe Meeting	Nil	Nil
	Securities Held
	Shares	Warrants	Options
	(#)	(#)	(#)
	Nil(1)	Nil(1)	850,000(1)

Notes:

(1) The information in the foregoing table as to securities beneficially owned, directly or indirectly, not being within the knowledge of the Corporation, has been provided based on information disclosed on the System for Electronic Disclosure by Insiders (SEDI).

Summary of Director Committee Membership

Directors	Audit Committee
John Gamble	√
Bruce Bent	Committee Chair
David Woolford	√

Director Compensation

Currently the only form of compensation paid by the Corporation to Directors is by way of the grant of Options under the Stock Option Plan. Please refer to "Director Compensation – Director Compensation Table" for further information.

Corporate Cease Trade Orders

Except as otherwise disclosed below, to the knowledge of the Corporation, no director, proposed director or executive officer of the Corporation is, or within the ten (10) years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity: (i) was the subject of a cease trade order or similar order, or an order that denied the relevant company access to any exemption under Canadian securities legislation, for a period of more than thirty (30) consecutive days; or (ii) was subject to an event that resulted, after the person ceased to be a director, chief executive officer or chief financial officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than thirty (30) consecutive days.

Bruce Bent, John Gamble, and David Woolford served as directors of Forterra Environmental Corp. ("Forterra"), which was an issuer that was listed on the TSXV. On May 28, 2013, the Ontario Securities Commission issued a cease trade order against Forterra for failing to file audited annual financial statements and management's discussion and analysis for the fiscal year ended December 31, 2012, within the required time period. On May 16, 2013, the British Columbia Securities Commission issued a cease trade order against Forterra for failing to file a comparative financial statement and management's discussion and analysis for the fiscal year ended December 31, 2012. On August 27, 2013, the Alberta Securities Commission issued a cease trade order against the securities of Forterra. To date, such cease trade orders remain in effect.

Bruce Bent and John Gamble serve as directors of Enerdynamic Hybrid Technologies Corp. The Ontario Securities Commission issued (i) a permanent management cease trade order on October 28, 2015, (ii) a permanent management cease trade order on November 4, 2015, and (iii) a permanent management cease trade order on November 16, 2015, against the management of the Corporation (collectively, the "MCTOs"). The MCTOs were issued in connection with the Corporation's failure to comply with the requirements of Section 4.1 of NI 51-102 with respect to filing audited annual comparative financial statements given that the Corporation's comparative financial statements as at and for the year ended November 30, 2013, as included in the November 30, 2014 audited annual financial statements, have not been audited. The Corporation further failed to file its audited annual consolidated financial statements, accompanying management's discussion and analysis, and the related officer certifications for the financial year ended November 30, 2015 by the applicable filing deadline as prescribed by Parts 4 and 5 of NI 51-102 and pursuant to National Instrument 52-106 – Certification of Disclosure in Issuers' Annual and Interim Filings. The MCTOs were revoked on June 6, 2016.

Penalties or Sanctions

Except as otherwise disclosed herein, to the knowledge of the Corporation, no director, proposed director, or executive officer of the Corporation, nor any securityholder that holds a sufficient number of Shares to affect materially the control of the Corporation, has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities authority, or has been subject to 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.

Bankruptcies

Except as otherwise disclosed herein, to the knowledge of the Corporation, no director, proposed director, or executive officer of the Corporation or shareholder holding a sufficient number of Shares to affect materially the control of the Corporation: (i) is, at the date hereof, or has been within the ten (10) years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the ten (10) years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold such person's assets.

PART 5 - EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Corporation's compensation structure is designed to encourage highly skilled individuals to join and remain with the Corporation, to motivate and reward performance and to be competitive with similar companies in the modular building and renewable energy industries. The significant elements of compensation awarded to, earned by, and paid or payable to the Named Executive Officers for the most recently completed financial year included:

• 1. Annual base salaries;
• 1. Benefits and perquisites; and
• 1. Stock option incentives.

The following key principles guide the Corporation's overall compensation philosophy:

• compensation is determined on an individual basis and is aimed at retaining the Named Executive Officers, each of whom are highly qualified and experienced executives with a proven track record of performance;
• motivate executive officers to deliver strong corporate performance;
• ensure a significant portion of executive compensation is dependent upon individual and overall corporate performance;
• compensation should be fair and reasonable to Shareholders and be set with reference to the market for similar positions in comparable companies;
• an appropriate portion of total compensation should be equity-based, aligning interests of the Named

Executive Officers with the Shareholders;

• compensation should be transparent to the Named Executive Officers and the Shareholders; and
• offer a compensation program that meets the interests of all shareholders in a manner that is low maintenance and complements the Corporation's corporate culture.

The Corporation has adopted a compensation program which is aimed at achieving the foregoing objectives and which has been designed as a total compensation package of short-term and long-term compensation with fixed and variable compensation components. The Board's objective is to establish a plan of continuity for executive officers and other members of senior management (collectively, "Executive Management") and other employees of the Corporation. The Board aims to ensure that the Corporation has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance of Executive Management of a quality and nature that will enhance the sustainable profitability and growth of the Corporation.

The Board regularly reviews the cash compensation, performance and overall compensation package for each executive officer. The Board further reviews and assesses its compensation philosophy and guidelines for the Corporation, which includes reviewing the compensation philosophy and guidelines for Executive Management, as well as all employees, including annual salary and incentive policies and programs, and material new benefit programs, or material changes to existing benefit programs.

Elements of Compensation

The overall compensation program structure is comprised principally of a fixed component, in the form of an annual salary, and a component that is variable in nature, being the award of long-term incentive awards as granted under the Corporation's Stock Option Plan, which is tied to personal and corporate performance.

Annual Salary

The Corporation provides an annual base salary to the Named Executive Officers. In determining the annual base salary of each Named Executive Officer, the Board considers the (i) particular responsibilities related to the position; (ii) salaries paid by comparable businesses in the renewable energy sector; (iii) experience level of the executive officer; and (iv) his or her overall performance. In considering base salary levels, the Board did not utilize any formal or specific weighting of the above factors. The base salaries are reviewed annually.

The Board informally assesses the performance of its Named Executive Officers and considers the aforementioned objective and subjective factors when determining compensation levels.

Long-Term Incentive Awards – Stock Option Plan

The long-term aspect of the Corporation's incentive plan is comprised of options to purchase Shares ("Options") which are issued pursuant to the terms and subject to the conditions set forth in the Stock Option Plan.

In establishing the number of incentive stock options to be granted to NEOs, reference is made to the number of stock options granted to officers of other publicly traded companies in similar industries, in conjunction with the consideration of the overall number of options that are outstanding relative to the number of outstanding Shares and the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer or director.

The Corporation is engaged in the manufacturing and distribution of proprietary, turn-key energy solutions which are intelligent, bankable and sustainable. The Corporation's expertise includes the development of its ENERTEC module structures with full integration of smart energy solutions. Using a proprietary skin and foam core that is stronger than traditional wood or steel structural insulated panels, the Corporation provides exceptional thermal energy efficiency in modular homes, cold storage facilities, residential/commercial out buildings and emergency/temporary shelters (the "Business"). The ability of the Corporation to successfully operate the Business is dependent upon its ability to recruit and retain skilled management. The Corporation believes that weighting compensation to options better aligns the interests of management with the interests of Shareholders and is consistent with the Corporation's growth strategy. Accordingly, the Corporation has adopted the Stock Option Plan. The description of key terms below describes the Stock Option Plan. See "Part 3 – The Business of the Meeting – Ratification of Stock Option Plan".

Key Terms of the Stock Option Plan
Eligibility	Current employees, officers, directors or consultants of the Corporation and its affiliates, andtheir respective RRSPs or holding companies, determined by the Board in its discretion.
Currently issued	6,867,500Shares to be issued upon exercise of outstanding Options (representingapproximately 9.15% of the Corporation's issued and outstanding Shares as at the datehereof).
Available forissue	637,302 options to purchaseShares remain available for issuance (representing approximately0.85% of the Corporation's issued and outstanding Shares as at the date hereof).
Other limits	The granting of Options is subject to the following conditions:not more than two percent (2%) of the Corporation's issued and outstanding CommonShares may be granted to any one (1) consultant in any twelve (12) month period;not more than an aggregate of two percent (2%) of the Corporation's issued andoutstanding Shares may be granted to persons conducting investor relations activities inany twelve (12) month period;unless the Corporation has obtained disinterested shareholder approval, not more than fivepercent (5%) of the Corporation's issued and outstanding Shares may be issued to anyone (1) individual in any twelve (12) month period;unless the Corporation has obtained disinterested shareholder approval, not more than tenpercent (10%) of the Corporation's issued and outstanding Shares may be issued to anyinsiders in any twelve (12) month period;unless the Corporation has obtained disinterested shareholder approval, the Corporationshall not decrease the exercise price of Options previously granted to insiders; andthe aggregate number of Shares that may be reserved for issuance, from time to time, underthe Stock Option Plan, shall not exceed ten percent (10%) of the Corporation's issued andoutstanding Shares.
MaximumOption Term	All Options shall expire no later than the close of business five (5) years from the date of grant.
Exercise price	The exercise price per Common Share shall be determined from time to time by the Board,but, in any event, shall not be less than the Discounted Market Price.
Expiry ofOptions	(a)In the event of the death of an optionee while employed by the Corporation, or while anexecutive, any Options held by the optionee at the date of death, which have vested, shallbecome exercisable, in whole or in part, but only by the persons or persons to whom theoptionee's rights under the Option shall pass by theoptionee's will or the laws of descentand distribution (the "Successor Optionee"). All such Options shall be exercisable onlyto the extent that the optionee was entitled to exercise the Option at the date of his or herdeath and only for one (1) year after the date of death or prior to the expiration of theapplicable exercise period in respect thereof, whichever is sooner, provided that in anyevent and notwithstanding anything to the contrary herein the Successor Optionee shallbe entitled to exercise the Option for a period of one (1) year after the date of death of theoptionee.

	(b)In the event that the employment of an optionee shall terminate due to disability while the
	optionee is employed by the Corporation, any Options held by the optionee on the date
	the employment of the optionee is terminated due to disability, which have vested, shall
	become exercisable, in whole or in part. All such Options shall be exercisable only to the
	extent that the optionee was entitled to exercise the Options at the date of his or her
	termination due to disability and only for one (1) year after the date of termination or prior
	to the expiration of the exercise period in respect thereof, whichever is sooner, provided
	that Options that become exercisable due to disabilityshall only be exercisable by the
	person or persons who have the legal authority to act on behalf of the optionee in
	connection with the rights of the optionee to the Options.
	(c)Subject to the paragraph (d) below, Options granted to any optionee must expirenot later
	than one (1) year following the date the optionee ceases to be an executive, employee,
	consultant or management company employee, which shall be determined by the Board
	at the time of each grant.
	In the event that the employment of an employee or consultant is terminated for cause, no
	Option held by such optionee may be exercised following the date upon which termination
	occurred.
Vesting	All Options granted to an executive, employee or management company employee shall
	vest and become fully exercisable as follows or as determined by the Board when the
	Option is granted:
	(a)one half (1/2) of the Options on the date of grant; and
	(b)the final one half (1/2) of the Options on the date which is one (1) year from the date
	said Options are granted.
	All Options granted to consultants shall vest and become fully exercisable as follows or
	as determined by the Board when the Option is granted:
	(a)one third (1/3) of the Options on the date of grant;
	(b)one third (1/3) of the Options on the date which is one (1) year from the date said
	Options are granted; and
	(c)the final one third (1/3) of the Options on the date which is two (2) years from the date
	said Options are granted.
	All Options granted to optionees performing investor relations activities shall vest and
	become fully exercisable as follows or as determined by the Board when the Option is
	granted, but in any event such Options shall not vest any sooner:
	(a)one quarter (1/4) of the Options on the date which is three (3) months from the date
	said Options are granted;
	(b)one quarter (1/4) of the Options on the date which is six (6) months from the date said
	Options are granted;
	(c)one quarter (1/4) of the Options on the date which is nine (9) months from the date
	said Options are granted; and
	(d)the final one quarter (1/4) of the Options on the date which is twelve (12) months from
	the date said Options are granted.
Amalgamation,	In the event that the Corporation amalgamates, consolidates with or merges with or into
Consolidation, or	another corporation any Shares receivable on the exercise of an Option shall be converted into
Merger	the securities, property or cash which the optionee would have received upon such

	amalgamation, consolidation or merger if the optionee had exercised his or her option
	immediately prior to the record date applicable to such amalgamation, consolidation or
	merger, and the option price shall be adjusted appropriately by the Board and such adjustment
	shall be binding for all purposes of the Stock Option Plan.
Stock Option	The Board reserves the right to amend, modify or terminate the Stock Option Plan at any time
Plan changes	if and when it is advisable in the absolute discretion of the Board. However, any amendments
	of the Stock Option Plan which could result, at any time, in:
	(a)a material increase in the benefits under the Stock Option Plan;
	(b)an increase in the number of Shares which would be issued under the Stock Option
	Plan (except any increase resulting automatically from an increase in the total issued
	and outstanding Shares of the Corporation); or
	(c)a material modification to the requirement as to eligibility for participation in the
	Stock Option Plan; shall be effective only upon the approval of the Shareholders. Any
	amendment to any provision of the Stock Option Plan shall be subject to approval, if
	required, by any regulatory body havingjurisdiction over the securities of the
	Corporation.

Benefits and Perquisites

Other components of compensation include personal benefits as determined by the Board that are consistent with overall compensation strategy, including health and dental benefits, car allowance, parking and expense reimbursement. The Corporation does not provide any pension or retirement benefits to the Named Executive Officers.

Share-Based and Option-Based Awards

Currently, the grant of Options pursuant to the Stock Option Plan are the only share-based or option-based awards which the Corporation makes on a periodic basis. The principal terms of the Stock Option Plan have been described under "Part 5 - Executive Compensation – Long-Term Incentive Awards – Stock Option Plan".

Compensation Governance

The Corporation does not currently have a compensation committee. The Board is ultimately responsible for the review and assessment of compensation for the members of the Board as well as the officers of the Corporation. Executive compensation is reviewed and approved at meetings of the Board, as necessary. Annual evaluations of the performance of each officer for the previous year are conducted by the Board, and after review and assessment, the Board considers salary adjustments and annual incentive awards (including securities-based awards). One of the principal objectives of the Board in assessing and approving compensation recommendations is to do its best at recognizing and rewarding individual performance as well as providing a fair and competitive industry level of compensation while taking into consideration the individual's experience and performance and the financial performance of the Corporation overall. The Board also looks at compensation being paid to individuals in similar positions at similar companies listed on the TSXV in order to remain competitive and reflect industry standards. The philosophy for Board compensation is to provide executive officers with compensation which is at a level so as to be able to retain and attract qualified directors as well as to align the interests of directors with the interests of Shareholders. Members of the Board who are also officers participate in the compensation review and assessment process at the Board level however, they may be excused from discussions and decisions with regard to their own compensation.

Summary Compensation Table

The following table sets forth, in respect of the financial years ended November 30, 2020, November 30, 2019, and November 30, 2018 the total annual compensation paid to or earned by the Corporation's Chief Executive Officer, Chief Financial Officer, and each of the other three (3) most highly compensated executive officers receiving total compensation in excess of One Hundred Fifty Thousand Dollars ($150,000.00) (the "Named Executive Officers" or "NEOs").

Name and	ShareOption			Non-equity incentiveplan compensation($)	Pension	All other	Total
PrincipalPosition	Year	Salary($)	basedawards($)	basedawards($)	Annualincentiveplans	Longtermincentiveplans	value($)	compensation($)(9)	compensation($)
John	2020	11,000(1)	Nil	175,000(7)	Nil	Nil	Nil	Nil	186,000
Gamble,	2019	24,231(2)	Nil	124,000(8)	Nil	Nil	Nil	Nil	148,231
Chief	2018	80,769(3)	Nil	Nil	Nil	Nil	Nil	Nil	80,769
Executive
Officer and
President
TakWing	2020	115,385(4)	Nil	35,000(7)	Nil	Nil	Nil	7,825	158,210
Law,	2019	115,385(5)	Nil	Nil	Nil	Nil	Nil	8,087	123,472
Chief	2018	115,385(6)	Nil	Nil	Nil	Nil	Nil	8,741	124,126
Financial
Officer

Notes:

(1) Mr. Gamble's annual salary was Two Hundred and Ten Thousand Dollars ($210,000.00). This disclosure represents compensation that was actually paid to Mr. Gamble during the financial year ended November 30, 2020, but $199,000 was not yet paid.

(2) Mr. Gamble's annual salary was Two Hundred and Ten Thousand Dollars ($210,000.00). This disclosure represents compensation that was actually paid to Mr. Gamble during the financial year ended November 30, 2019, but $185,769 was not yet paid.

(3) Mr. Gamble's annual salary was Two Hundred and Ten Thousand Dollars ($210,000.00). This disclosure represents compensation that was actually paid to Mr. Gamble during the financial year ended November 30, 2018, but $129,230 was not yet paid.

(4) Mr. Law's annual salary was One Hundred and Twenty Thousand Dollars ($120,000.00). This disclosure represents compensation that was actually paid to Mr. Law during the financial year ended November 30, 2020, but $4,615 was not yet paid.

(5) Mr. Law's annual salary was One Hundred and Twenty Thousand Dollars ($120,000.00). This disclosure represents compensation that was actually paid to Mr. Law during the financial year ended November 30, 2019, but $4,615 was not yet paid.

(6) Mr. Law's annual salary was One Hundred and Twenty Thousand Dollars ($120,000.00). This disclosure represents compensation that was actually paid to Mr. Law during the financial year ended November 30, 2018, but $4,615 was not yet paid.

(7) The fair value of the stock options was estimated by management using the Black-Scholes Merton option pricing model with the following assumptions: dividend yield of 0%, volatility of 141%, risk-free interest rate of 1.28%, expected forfeiture rate of 5%, and an expected life of 5 years.

(8) The fair value of the stock options was estimated by management using the Black-Scholes Merton option pricing model with the following assumptions: dividend yield of 0%, volatility of 127%, risk-free interest rate of 1.91%, expected forfeiture rate of 5%, and an expected life of 5 years.

(9) This represents health benefits paid as part of each Named Executive Officer's compensation package.

Incentive Plan Awards Outstanding Share-Based awards and Option-Based awards

The following table sets forth all share-based awards and option-based awards outstanding as of November 30, 2020 for each of the Named Executive Officers ("NEOs"). The option-based awards were consolidated on the basis of 20:1 effective as of April 29, 2021 and are shown as post-consolidation numbers in this Information Circular.

	Option-based Awards				Share-based Awards
Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Optionexerciseprice($)	Option expirationdate	Value ofunexercisedin-themoneyoptions($)	Number ofshares orunits ofshares thathave notvested(#)	Market orpayoutvalue ofshare-basedawardsthat havenot vested	Market orpayoutvalue ofvestedshare-basedawards notpaid out ordistributed
						($)	($)
JohnGamble,ChiefExecutiveOfficer(1)	135,000200,000250,0001,500,000	$3.00$2.00$1.00$0.70	June 2, 2022January 15, 2024February 3, 2025August 27, 2026	N/A	N/A	Nil	Nil
Tak WingLaw,Chief FinancialOfficer (2)	5,00025,00050,000500,000	$3.00$2.00$1.00$0.70	June 2, 2022January 15, 2024February 3, 2025August 27, 2026	N/A	N/A	Nil	Nil

Notes:

• (1) A total of 2,085,000 options have been granted to John Gamble in his capacity as a director of the Corporation. On April 29, 2021, the 2,700,000 options granted on June 6, 2017, the 4,000,000 options granted on January 15, 2019 and the 5,000,000 options granted on February 3, 2020 were all consolidated on a 20:1 basis.
• (2) A total of 580,000 options have been granted to Tak Wing Law in his capacity as an officer of the Corporation. On April 29, 2021, the 100,000 options granted on June 2, 2017, the 500,000 options granted on January 15, 2019 and the 1,000,000 options granted on February 3, 2020 were all consolidated on a 20:1 basis.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of awards vested or earned during the Corporation's financial year ended November 30, 2020 under the Stock Option Plan.

Name	Option-based awards –Value vested during the year($)	Share-based awards –Value vested during theyear ($)	Non-equity incentive plancompensation – Valueearned during the year ($)
John Gamble,Chief Executive Officerand President	$175,000	Nil	Nil
Tak Wing Law,Chief Financial Officer	$35,000	Nil	Nil

Narrative Discussion

The Options set forth in the tables provided above have been issued pursuant to the terms of the Corporation's Stock Option Plan. Please refer to "Part 5 - Executive Compensation – Long-Term Incentive Awards – Stock Option Plan" for further information.

Pension Plan Benefits

The Corporation does not have any defined benefit or defined contribution plan, deferred compensation plan or other form of retirement compensation plan for any of its Named Executive Officers.

Employment, Consulting and Management Agreements

As of the date hereof, the Corporation is not a party to any agreement or arrangement under which compensation was provided or is payable in respect of services provided to the Corporation that were performed by a director or named executive officer or by any other party for services typically provided by a director or a named executive officer.

PART 6 - DIRECTOR COMPENSATION

Director Compensation Table

Currently the only form of compensation paid to Directors by the Corporation is by way of the grant of Options pursuant to the Stock Option Plan. The Corporation does not currently compensate officers that also act as directors.

The following table sets forth a summary of the outstanding Options, in respect of the most recently completed financial year, granted to those Directors of the Corporation who are not also Named Executive Officers.

Option-based Awards
Name	Shares underlyingunexercised Options(#)	Option Exercise Price($)	Option Expiration Date	Value of unexercisedin-the-money Options($)
David Woolford	125,000(1)	1.00	February 3, 2025	N/A
Bruce Bent	125,000(1)	1.00	February 3, 2025	N/A

Notes:

(1) 2,500,000 options were granted to David Woolford on February 3, 2020 at an exercise price of $0.05 and were consolidated on a 20:1 basis as of April 29, 2021.

(2) 2,500,000 options were granted to Bruce Bent on February 3, 2020 at an exercise price of $0.05 and were consolidated on a 20:1 basis as of April 29, 2021.

The Board is responsible for the review and assessment of compensation for the members of the Board. The philosophy is to provide non-executive Board members with compensation which is at a level so as to be able to retain and attract qualified directors as well as to align the interests of directors with the interests of Shareholders. None of the members of the Board are compensated for acting as a director, save and except for the grant of Options pursuant to the terms and subject to the conditions of the Stock Option Plan.

Each of the members of the Board has received options-based compensation as indicated in the Director Compensation Table above. Options-based compensation issued has been issued in accordance with the terms of the Stock Option Plan.

PART 7 - SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Currently the only ongoing equity compensation plan which the Corporation operates is the Stock Option Plan. The Stock Option Plan, and amendments thereto, if any, is being put forth to the Shareholders at the Meeting for approval and ratification. See "Part 3 – The Business of the Meeting – Ratification of Stock Option Plan" and "Part 5 - Executive Compensation – Long-Term Incentive Awards – Stock Option Plan" for a detailed description of the Stock Option Plan. Pursuant to the Stock Option Plan, 3,117,500 Options have been issued as of November 30, 2020 on the consolidation basis. The following table sets forth the compensation plans under which securities of the Corporation are authorized for issuance, as of November 30, 2020, the Corporation's most recently completed financial year.

Plan Category	Number of Shares to beissued upon exercise ofoutstanding options,warrants and rights	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of Shares remainingavailable for future issuanceunder equity compensationplans
Equity compensationplanapprovedbysecurityholders	28,955,011 (Options)	$0.09	13,442,411 (Options)
Equity compensationplan not approved bysecurityholders	Nil	Nil	Nil
Total	28,955,011	$0.09	13,442,411

PART 8 - INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

There is no outstanding indebtedness in respect of any individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, each proposed nominee for election as a director of the Corporation, and each associate of any such director, executive officer or proposed nominee of the Corporation and its subsidiaries as of the date hereof in connection with (i) the purchase of securities, and (ii) all other indebtedness, other than routine indebtedness.

PART 9 - CORPORATE GOVERNANCE DISCLOSURE

A discussion of the Corporation's governance system within the context of the disclosure requirements of National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101") is attached to this Information Circular as Appendix "B".

The Corporation is a venture issuer exempt from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110 – Audit Committees ("NI 52-110").

Charter of the Audit Committee

The charter of the Audit Committee of the Corporation is attached as Appendix "C" to this Information Circular.

Composition of the Audit Committee

The Audit Committee presently consists of Bruce Bent, David Woolford and John Gamble. John Gamble is considered non-independent for the purposes of NI 52-110, and Bruce Bent and David Woolford are considered "independent" within the meaning of such term for the purposes of NI 52-110. The Board has determined that all current members of the Audit Committee are "financially literate" within the meaning of such term as defined in NI 52-110.

Relevant Education and Experience

Based upon consideration of the education and experience of each current member of the Audit Committee, the Board is of the view that each such person ought to reasonably be able to, among other things: (a) understand the accounting principles used by the Corporation to prepare its financial statements; (b) have the ability to assess the general application of the Corporation's accounting principles in connection with the accounting for estimates, accruals and provisions; (c) analyze and evaluate the Corporation's financial statements and the accounting issues presented in connection therewith; and (d) understand internal controls and procedures for financial reporting which would be applicable for a business such as the Business of the Corporation.

The education and experience of each current Audit Committee member in each case as is relevant to the performance of their responsibilities as an audit committee member, is described within each of their respective biographies set forth above under the heading "Part 4 - Nominees for Election as Directors".

Audit Committee Oversight

At no time since October 1, 2014, was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since October 1, 2014, has the Corporation relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52- 110 (Exemptions).

Pre-Approval Policies and Procedures

No specific policies or procedures for the engagement of non-audit services have been adopted by the Audit Committee.

External Auditor Service Fees (by category)

The following table sets forth, by category, the fees billed by the Corporation's external auditor during the financial year ended November 30, 2020, and the fees billed by the Corporation's external auditor for the financial year ended November 30, 2019:

Financial Year Ended November 30	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
2020	$72,500	Nil	Nil	Nil
2019	$72,500	Nil	Nil	Nil

Notes:

• (1) "Audit Fees" are the aggregate fees billed by the Corporation's external auditor for audit services.
• (2) "Audit-related fees" are the aggregate fees billed for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statement and are not reported as part of the audit fees.
• (3) "Tax fees" are the aggregate fees billed for professional services rendered by the Corporation's external auditor for tax compliance, tax advice and tax planning.
• (4) "All other fees" are the aggregate fees billed for products and services provided by the Corporation's external auditor, other than services reported as audit fees, audit-related fees and tax fees.

Exemption

The Corporation, as a venture issuer, is exempt under Section 6.1 of NI 52-110 from the disclosure requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 and is relying on this exemption.

PART 11 - INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

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

No informed person, no proposed director of the Corporation and no associate or affiliate of any such informed person or proposed director, has any material interest, direct or indirect, in any material transaction since the commencement of the Corporation's last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Corporation or any of its subsidiaries, except as set out below or elsewhere in this Information Circular.

PART 12 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Information Circular or as briefly described below, no (a) Director or executive officer of the Corporation who has held such position at any time since October 1, 2014, (b) proposed nominee for election as a Director of the Corporation, or (c) associate or affiliate of a person in (a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Directors, officers, employees and consultants of the Corporation are entitled, in the discretion of the Board, to receive grants of options under the Stock Option Plan. Accordingly, such persons may be considered interested in the ratification of the Stock Option Plan. See "Part 3 – The Business of the Meeting – Ratification of the Stock Option Plan".

PART 13 - MANAGEMENT CONTRACTS

There are no management functions of the Corporation or any of its subsidiaries which are to any substantial degree performed by a person other than the Directors or executive officers of the Corporation or one of its subsidiaries.

PART 14 - PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the persons named in the form of proxy intend to vote on any such matters in accordance with their best judgement, exercising discretionary authority with respect to amendments or variations of matters set forth in the Notice and any other matters which may properly come before the Meeting or at any adjournment of the Meeting.

PART 15 - ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Financial information relating to the Corporation is provided in the Corporation's audited consolidated financial statements for the year ended November 30, 2020, and related management's discussion and analysis. Shareholders may contact the Corporation at 6040 Progress Street, Niagara Falls, Ontario, L2G 0C4, telephone (289) 488-1699 to request copies of the Corporation's financial statements and management's discussion and analysis.

PART 16 - FORWARD-LOOKING INFORMATION

Certain statements in this Information Circular contain forward-looking information and statements within the meaning of applicable Canadian securities laws (hereinafter referred to as "forward-looking statements") that involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking statements. All information and statements in this Information Circular which are not statements of historical fact may be forward-looking statements. Such statements and information may be identified by looking for words such as "may", "believe", "could", "expect", "will", "intend", "should", "plan", "objective", "predict", "potential", "project", "anticipate", "estimate", "continuous" or similar words or the negative thereof or other comparable terminology, including references to assumptions. Such information may involve, but is not limited to, statements with respect to: (a) the use of proceeds from offerings; (b) capital expenditure programs; (c) information based on forecasts of future operational or financial results; (d) future acquisitions of assets; (e) future or potential product or service offerings; (f) current or future market trends; (g) strategies for growth; (h) projections of market prices and costs; (i) future liquidity and financial capacity; (j) supply and demand for the Corporation's products and services; and (k) expectations regarding the Corporation's ability to raise capital.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other things contemplated by the forward-looking statements will not occur. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect, including those assumptions listed below and those discussed elsewhere in this Information Circular. Some of the assumptions made by the Corporation, upon which such forward-looking statements are based, include: (a) the business operations of the operating businesses of the Corporation continuing on a basis consistent with prior years; (b) the ability of the Corporation and its subsidiaries to access financing from time to time on favourable terms; (c) the ability of the Corporation to realize anticipated benefits of past or future acquisitions; (d) the continuation of executive and operating management or the nondisruptive replacement of them on competitive terms; (e) the ability of the Corporation to maintain reasonably stable operating and general administrative expenses; (f) current economic conditions that may be influenced by international economic developments in the United States, Europe, Asia and elsewhere; (g) currency, exchange and interest rates and commodity prices being reasonably stable at current rates; (h) the impact of increasing competition; and (i) the timely receipt of any required regulatory approvals.

Forward-looking statements reflect current expectations of management regarding future events and operating performance as of the date of this Information Circular. Such information: (a) involves significant risks and uncertainties; (b) should not be read as guarantees of future performance or results; and (c) will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the risks related to: (a) general economic and political conditions; (b) competition for acquisition candidates; (c) the failure to identify, acquire and develop suitable acquisition targets; (d) unknown liabilities within acquired businesses; (e) insufficient cash flows from subsidiaries; (f) the loss of key personnel; (g) lack of diversification; (h) changes in laws or regulations or the interpretation thereof; (i) regulatory risk; (j) the inability to generate sufficient cash flow from operations to meet current and future obligations; (k) the inability to obtain required debt and/or equity capital on acceptable terms or at all; (l) legal proceedings against the Corporation; (m) potential conflicts of interest of directors and officers; (n) changes in tax law or other adverse tax consequences; (o) diversion of management to manage issues in the Corporation's operating subsidiaries; (p) shift of management's focus to integration, administration or unforeseen business or operating issues; (q) declining employee morale and employee retention issues; (r) integration of subsidiary administrative systems; (s) lack of sufficient business and financial controls or other procedures or policies within acquired entities; (t) fluctuations in operating performance and seasonality; (u) fluctuations in commodity prices; (v) illiquidity of investments; (w) adverse weather conditions; (x) uninsured and underinsured losses; (y) competition in industries in which our subsidiaries operate; (z) contractual risks, including indemnity obligations; (aa) failure to retain significant customers; (bb) damage to brand reputation; (cc) failure to attract qualified employees or interruption of the labour supply; (dd) competition for, among other things, capital, equipment, materials and personnel; and (ee) environmental liabilities.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this Information Circular and the documents incorporated herein by reference are expressly qualified by this cautionary statement.

Although the forward-looking statements contained in this Information Circular are based upon what the Corporation's management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with such information. Forward-looking statements reflect management's current beliefs and are based on information currently available to the Corporation. We caution readers of this Information Circular not to place undue reliance on our forward-looking statements because a number of factors, such as those referred to in the paragraph above, could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements contained in this Information Circular. The forward-looking statements are made as of the date of this Information Circular or, in the case of documents incorporated herein by reference, as of the dates of such documents, and the Corporation disclaims any, and assumes no, intent or obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable Canadian securities laws.

As at the date of this Information Circular, it is the intention of the Corporation to hold an in-person Meeting at the location stated in the Notice. We are continuously monitoring the development of the current coronavirus outbreak ("COVID-19") and in light of the rapidly evolving public health guidelines related to COVID-19, we ask our shareholders to consider voting their shares by proxy and to NOT ATTEND THE MEETING IN PERSON. Shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/publichealth/services/diseases/coronavirus-disease-covid-19.html). We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including the Ontario Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed Form of Proxy (or voting instruction form) prior to the Meeting by one of the means described in this Information Circular and the accompanying Notice.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation's profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Materials.

THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.

The undersigned hereby certifies that the contents and the sending of this Information Circular have been approved by the Board of Directors of the Corporation.

DATED at Toronto, Ontario, this 29th day of November, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF ENERDYNAMIC HYBRID TECHNOLOGIES CORP.

(signed) "John Gamble" Chief Executive Officer

"Audit Committee" means the Audit Committee of the Board;

"Auditors" means HS & Partners LLP;

"Board" or "Board of Directors" means, collectively, the directors of the Corporation;

"Business" means the Corporation's business of manufacturing and distribution of modular buildings constructed of structural insulated panels with integrated solar energy systems;

"Corporation" or "EHT" means Enerdynamic Hybrid Technologies Corp.;

"director" means a member of the board of directors of the Corporation;

"Executive Management" means the executive officers and other members of senior management of the Corporation;

"Form of Proxy" means the form of proxy accompanying Notice and Meeting Materials;

"forward-looking statements" shall have the meaning ascribed thereto at page 1 of this Information Circular;

"Information Circular" means this management information circular dated November 29, 2021;

"Meeting" means the Annual General and Special Meeting of Shareholders of the Corporation to be held on Tuesday, January 11, 2022, at 10:00 a.m. (Eastern Standard Time) at the Corporation's Niagara Falls Office, 6040 Progress Street, Niagara Falls, Ontario L2G 0C4;

"Named Executive Officers" or "NEOs" means the Corporation's Chief Executive Officer and Chief Financial Officer, and the three (3) other most highly compensated executive officers of the Corporation whose total compensation exceeded $150,000 for the financial year ended November 30, 2020.

"Named Proxyholders" means John Gamble, or failing Mr. Gamble, Bruce Bent, or in the place of the foregoing, the person designated in the Form of Proxy as proxyholder for and on behalf of the Shareholder;

"NI 58-101" means National Instrument 58-101 – Disclosure of Corporate Governance Practices;

"Non-Registered Shareholders" means Shareholders who do not hold Shares in their own name;

"Notice of Meeting" means the Notice-and-Access Notice and the Notice of the Annual General and Special Meeting of Shareholders accompanying this Information Circular;

"OBCA" means the Business Corporations Act (Ontario), including all regulations promulgated thereunder, as amended from time to time;

"Options" means Share stock options issued to directors and senior management of the Corporation pursuant to and in accordance with the Corporation's Stock Option Plan;

"Record Date" means the close of business (Toronto time) on November 29, 2021;

"Shares" means the common shares in the capital of the Corporation;

"Shareholders" means, collectively, the holders of Shares, and "Shareholder" shall refer to any holder of Shares;

"Stock Option Plan" means the Corporation's stock option plan;

"terminated for cause" shall mean any grounds at common law for which an employer is entitled to dismiss an employee summarily, and includes, without limitation, the following:

• (a) an employee's breach of a material term of such employee's employment agreement;
• (b) an employee's repeated and demonstrated failure to perform the material duties of such employee's position in a competent matter;
• (c) the conviction of an employee for a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Corporation;
• (d) an employee or any member of such employee's immediate family making personal profit out of or in connection with a transaction or business opportunity to which the Corporation is involved or otherwise associated with, without making disclosure to and seeking the prior written consent of the Corporation;
• (e) an employee's failure to act honestly and in the best interests of the Corporation;
• (f) an employee's failure to comply with any Corporation rules or policies of a material nature; or
• (g) any actions or omissions on the part of an employee constituting gross misconduct or negligence resulting in material harm to the Corporation.

"TSXV" means the TSX Venture Exchange; and

"Transfer Agent" or "Computershare" means Computershare Trust Company of Canada.

Under NI 58-101, the Corporation is required to include in this Information Circular the disclosure required under Form 58-101F2 with respect to its corporate governance practices.

Board of Directors

The Board is currently comprised of three (3) Directors. Mr. John Gamble, Mr. Bruce Bent and Mr. David Woolford, of which Mr. Bent and Mr. Woolford are "independent" within the meaning of such term for the purposes of NI 58-101. Mr. Gamble is non-independent, as determined in accordance with NI 58-101, by way of his being an executive officer of the Corporation.

The duties and responsibilities of the Board are to supervise the management of the Business and affairs of the Corporation, and to act with a view towards the best interests of the Corporation. In discharging its mandate, the Board is responsible for the oversight and review of:

• i) the strategic planning process of the Corporation;
• ii) identifying the principal risks of the Corporation's Business and ensuring the implementation of appropriate systems to manage these risks;
• iii) succession planning, including appointing, training and monitoring senior management;
• iv) a communications policy for the Corporation to facilitate communications with investors and other interested parties; and
• v) the integrity of the Corporation's internal control and management information systems.

The Board discharges its responsibilities directly and indirectly through its Audit Committee. In carrying out its mandate, the Board facilitates independent supervision of management through meetings of the Board and through informal discussions among the members of the Board. The Board met four (4) times in the financial year ended November 30, 2020. The Board also holds informal conference calls on a regular basis to discuss management issues and other matters related to the operation of the Business. All members of the Board have free access to discuss any matters with the Corporation's external auditors, legal counsel and any of the Corporation's officers.

Directorships

The following Directors of the Corporation are presently directors of other issuers that are reporting issuers (or the equivalent):

Name of Director	Name of Other Issuers
John Gamble	Forterra Environmental Corp.
	Winston Capital Group Corp.
Bruce Bent	Astro Aerospace Ltd
	Forterra Environmental Corp.
	Winston Capital Group Corp.
David Woolford	Forterra Environmental Corp.
	Winston Capital Group Corp.

Orientation and Continuing Education

No formal program currently exists for the orientation of new Directors of the Corporation, nor has the Corporation implemented a formal continuing education program for its Directors. Currently, new Directors are provided with information outlining the duties and obligations of Directors, nature of the Corporation's Business and operations, documents from recent Board meetings, opportunities for meetings and discussion with senior management and other Directors, its corporate strategy and current issues facing the Corporation.

Existing Directors provide orientation and education to new members on an informal basis and new members are also expected to meet with management of the Corporation to discuss and improve their understanding of the Corporation's Business. Directors are expected to attend all meetings of the Board and are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions. Existing Directors of the Corporation are provided with ongoing education respecting the Corporation's operations by way of management presentations. The Board orientation and continuing education process is reviewed periodically by the Board and will be revised as necessary.

Directors are also encouraged to participate, at the Corporation's expense, in corporate governance and education programs from professional organizations, universities and colleges. In addition, the Board recognizes the importance of ongoing Director education, including the need for each Director to take personal responsibility for this process. The Board notes that it has benefited from the experience and knowledge of individual members of the Board in respect of the evolving governance regime and principles.

Ethical Business Conduct

The Board takes steps to ensure that Directors, officers and employees exercise independent judgment in considering transactions and agreements in respect of which a Director, officer or employee of the Corporation has a material interest, which include ensuring that Directors, officers and employees are thoroughly familiar with the rules concerning reporting conflicts of interest and obtaining direction from the Corporation's Directors regarding any potential conflicts of interest. The Board encourages and promotes an overall culture of ethical business conduct by: promoting compliance with applicable laws, rules and regulations in all jurisdictions in which the Corporation conducts business; providing guidance to Directors, officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct.

Nomination of Directors

Responsibility for identifying new candidates to join the Board and recommending nominees for election as directors currently rests with the Board. As part of the nomination process, the Directors and senior management are asked to suggest individuals to be considered as potential Board nominees. In making their recommendations for nomination, the Board considers the mix of expertise and qualities required by the Board and assesses these against the specific attributes of potential candidates, such as their independence, financial acumen, skills and available time to devote to the duties of the Board. The Board may also engage the services of a search firm to assist in the determination of potential director nominees. The Board will review the composition and size of the Board and tenure of Directors in advance of annual meetings when Directors are elected by the Shareholders, as well as when individual Directors indicate that their term may end or that their status may change.

Compensation

The Board is responsible for periodically, as and when necessary, reviewing the Corporation's compensation strategy, objectives and policies and implementing such changes as may be advisable. Please refer to the disclosure in the Information Circular under the heading "Executive Compensation – Compensation Governance", which information is incorporated herein by reference.

Other Board Committees

The Board does not currently have any other committees.

Assessments

Although the Board has not established a formal policy to monitor the effectiveness of the Directors, the Audit Committee, or the Board, they are assessed informally regularly, on at least an annual basis, as to their effectiveness and contribution. The Board reviews the requisite skills and characteristics of prospective Board members as well as the composition of the Board as a whole. This assessment will include member's contribution, qualification as independent, as well as consideration of diversity, age, skills and experience in the context of the needs of the Board.

APPENDIX "C" AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee (the "Committee") is a standing committee appointed by the board of directors (the "Board") of Enerdynamic Hybrid Technologies Corp. (the "Corporation"). The Committee is established to fulfil applicable public company obligations respecting audit committees and to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting including responsibility to:

• 1. oversee the integrity of the Corporation's financial statements and financial reporting process, including the audit process and the Corporation's internal accounting controls and procedures and compliance with related legal and regulatory requirements;
• 1. oversee the qualifications and independence of the external auditors;
• 1. oversee the work of the Corporation's financial management, and external auditors in these areas; and
• 1. provide an open avenue of communication between the external auditors, the Board and management.

In addition, the Committee shall prepare, if required, an audit committee report for inclusion in the Corporation's annual management proxy circular, in accordance with applicable rules and regulations.

The function of the Committee is oversight. It is not the duty or responsibility of the Committee or its members (i) to plan or conduct audits, (ii) to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles or (iii) to conduct other types of auditing or accounting reviews or similar procedures or investigations. The Committee, its Chair and its audit committee financial expert members are members of the Board of the Corporation, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Corporation, and are specifically not accountable or responsible for the day to day operation or performance of such activities. In particular, the member or members identified as audit committee financial experts shall not be accountable for giving professional opinions on the internal or external audit of the Corporation's financial information.

Management is responsible for the preparation, presentation and integrity of the Corporation's financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and systems of risk assessment and internal controls and procedures designed to provide reasonable assurance that assets are safeguarded and transactions are properly authorized, recorded and reported and to assure the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out an audit of the Corporation's annual financial statements in accordance with generally accepted auditing standards to provide reasonable assurance that, among other things, such financial statements are in accordance with generally accepted accounting principles or International Financial Reporting Standards, as applicable.

PROCEDURES, POWERS AND DUTIES

In addition to the procedures and powers set out in the resolution of the Board establishing this Committee, the Committee shall have the following procedures, powers and duties:

• 1. General
  • (a) Composition – The Committee shall be composed of a minimum of three (3) members, as determined by the Board. Each Committee member shall satisfy the independence requirements of applicable securities laws, rules or guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules.

All members of the Committee must be "financially literate" (as that term is defined from time to time under the requirements or guidelines for audit committee service under securities laws and the rules of any stock exchange on which the Corporation's securities are listed for trading or if it is not so defined as that term is interpreted by the Board in its business judgement) or must become financially literate within a reasonable period of time after their appointment to the Committee.

Members of the Committee shall be appointed by the Board. Each members shall serve until his successor is appointed, unless he shall resign or be removed by the Board or he shall otherwise cease to be a director of the Corporation. The Board shall fill any vacancy if the membership of the Committee is less than three (3) directors.

The Chair may be designated by the Board or, if it does not do so, the members of the Committee may elect a Chair by vote of a majority of the full Committee membership.

• (b) Service on Multiple Audit Committees – If a Committee member serves on the audit committees of more than three (3) public corporations, including the Corporation, the Board must determine that such service would not impair the ability of the member to effectively serve on the Committee and disclose such determination in the annual proxy circular.
• (c) Separate Executive Meetings The Committee shall meet periodically with the Chief Financial Officer and the external auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believes should be discussed privately and such persons shall have access to the Committee to bring forward matters requiring its attention. However, the Committee shall also meet periodically without management present.
• (d) Professional Assistance The Committee may require the external auditors to perform such supplemental reviews or audits as the Committee may deem desirable. In addition, the Committee may retain such special legal, accounting, financial or other consultants as the Committee may determine to be necessary to carry out the Committee's duties at the Corporation's expense.
• (e) Reliance Absent actual knowledge to the contrary (which shall be promptly reported to the Board), each member of the Committee shall be entitled to rely on (i) the integrity of those persons or organizations within and outside the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided

to the Committee by such persons or organizations and (iii) representations made by management and the external auditors as to any information technology, internal audit and other non-audit services provided by the external auditors to the Corporation and its subsidiaries.

(f) Reporting to the Board - The Committee will report through the Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.

AUDIT RESPONSIBILITIES OF THE COMMITTEE

Selection and Oversight of the External Auditors

• 1. The external auditors are ultimately accountable to the Committee and the Board as the representatives of the shareholders of the Corporation and shall report directly to the Committee and the Committee shall so instruct the external auditors. The Committee shall evaluate the performance of the external auditors and make recommendations to the Board on the reappointment or appointment of the external auditors of the Corporation to be proposed in the Corporation's proxy circular for shareholder approval and shall have authority to terminate the external auditors. If a change in external auditors is proposed, the Committee shall review the reasons for the change and any other significant issues related to the change, including the response of the incumbent auditors, and enquire on the qualifications of the proposed auditors before making its recommendation to the Board.
• 1. The Committee shall approve in advance the terms of engagement and the compensation to be paid by the Corporation to the external auditors with respect to the conduct of the annual audit. The Committee may approve policies and procedures for the pre-approval of services to be rendered by the external auditors, which policies and procedures shall include reasonable detail with respect to the services covered. All non-audit services to be provided to the Corporation or any of its affiliates by the external auditors or any of their affiliates which are not covered by preapproval policies and procedures approved by the Committee shall be subject to pre-approval by the Committee.
• 1. The Committee shall review the independence of the external auditors and shall make recommendations to the Board on appropriate actions to be taken which the Committee deems necessary to protect and enhance the independence of the external auditors. In connection with such review, the Committee shall:
  • (a) actively engage in a dialogue with the external auditors about all relationships or services that may impact the objectivity and independence of the external auditors;
  • (b) require that the external auditors submit to it on a periodic basis, and at least annually, a formal written statement delineating all relationships between the Corporation and its subsidiaries, on the one hand, and the external auditors and their affiliates on the other hand;
  • (c) require that (i) both the lead audit partner and the partner responsible for performing a second review respecting the audit be rotated at least every five (5) years and be subject to a five (5) year time out and (ii) all other partners on the audit engagement team who provide more than ten (10) hours of audit, review or attest services with respect to the Corporation's consolidated financial statements or who serve as the lead partner in connection with any audit or review related to financial statements of a subsidiary whose assets or revenues

constitute at least twenty percent (20%) of the consolidated assets or revenues of the Corporation be rotated at least every seven (7) years and be subject to a two (2) year time out;

• (d) consider whether there should be a regular rotation of the external audit firm itself; and
• (e) consider the auditor independence standards promulgated by applicable auditing regulatory and professional bodies.
• 1. The Committee shall prohibit the external auditor and its affiliates from providing certain nonaudit services to the Corporation and its affiliates.
• 1. The Committee shall establish and monitor clear policies for the hiring by the Corporation of employees or former employees of the external auditors.
• 1. The Committee shall require the external auditors to provide to the Committee, and the Committee shall review and discuss with the external auditors, all reports which the external auditors are required to provide to the Committee or the Board under rules, policies or practices of professional or regulatory bodies applicable to the external auditors, and any other reports which the Committee may require. Such reports shall include:
  • (a) a description of the external auditors' internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues; and
  • (b) a report describing (i) all critical accounting policies and practices to be used in the annual audit, (ii) all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors and (iii) other material written communication between the external auditors and management, such as any management letter or schedule of unadjusted differences.
• 1. The Committee is responsible for resolving disagreements between management and the external auditors regarding financial reporting.

Oversight and Monitoring of Audits

• 1. The Committee shall review with the external auditors and management the audit function generally, the objectives, staffing, locations, co-ordination, reliance upon management and scope of proposed audits of the financial statements of the Corporation and its subsidiaries, the overall audit plans, the responsibilities of management and the external auditors, the audit procedures to be used and the timing and estimated budgets of the audits.
• 1. The Committee shall discuss with the external auditors any difficulties or disputes that arose with management during the course of the audit and the adequacy of management's responses in correcting audit-related deficiencies.
• 1. The Committee shall review with management the results of external audits.
• 1. The Committee shall take such other reasonable steps as it may deem necessary to satisfy itself that the audit was conducted in a manner consistent with all applicable legal requirements and auditing standards of applicable professional or regulatory bodies.

Oversight and Review of Accounting Principles and Practices

• 1. The Committee shall, as it deems necessary, oversee, review and discuss with management and the external auditors:
  • (a) the quality, appropriateness and acceptability of the Corporation's accounting principles and practices used in its financial reporting, changes in the Corporation's accounting principles or practices and the application of particular accounting principles and disclosure practices by Management to new transactions or events;
  • (b) all significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including the effects of alternative methods within generally accepted accounting principles on the financial statements and any "second opinions" sought by Management from an independent auditor with respect to the accounting treatment of a particular item;
  • (c) disagreements between management and the external auditors regarding the application of any accounting principles or practices;
  • (d) any material change to the Corporation's auditing and accounting principles and practices as recommended by management or the external auditors or which may result from proposed changes to applicable generally accepted accounting principles;
  • (e) the effect of regulatory and accounting initiatives on the Corporation's financial statements and other financial disclosures;
  • (f) any reserves, accruals, provisions, estimates or management programs and policies, including factors that affect asset and liability carrying values and the timing of revenue and expense recognition, that may have a material effect upon the financial statements of the Corporation;
  • (g) the use of special purpose entities and the business purpose and economic effect of offbalance sheet transactions, arrangements, obligations, guarantees and other relationships of the Corporation and their impact on the reported financial results of the Corporation;
  • (h) any legal matter, claim or contingency that could have a significant impact on the financial statements, the Corporation's compliance policies and any material reports, inquiries or other correspondence received from regulators or governmental agencies and the manner in which any such legal matter, claim or contingency has been disclosed in the Corporation's financial statements;
  • (i) the treatment for financial reporting purposes of any significant transactions which are not a normal part of the Corporation's operations;

• (j) the use of any "pro forma" or "adjusted" information not in accordance with generally accepted accounting principles; and

• (k) Management's determination of goodwill impairment, if any, as required by applicable accounting standards.

• 1. The Committee will review and resolve disagreements between management and the external auditors regarding financial reporting or the application of any accounting principles or practices.

Oversight and Monitoring of Internal Controls

• 1. The Committee shall, as it deems necessary, exercise oversight of, review and discuss with management and the external auditors:
  • (a) the adequacy and effectiveness of the Corporation's internal accounting and financial controls and the recommendations of management and the external auditors for the improvement of accounting practices and internal controls;
  • (b) any material weaknesses in the internal control environment, including with respect to computerized information system controls and security; and
  • (c) Management's compliance with the Corporation's processes, procedures and internal controls.

Communications with Others

1. The Committee shall establish and monitor procedures for the receipt and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or audit matters and the anonymous submission by employees of concerns regarding questionable accounting or auditing matters and review periodically with management these procedures and any significant complaints received.

Oversight and Monitoring of the Corporation's Financial Disclosures

• 1. The Committee shall:
  • (a) review with the external auditors and management and recommend to the Board for approval the audited financial statements and the notes and Managements' Discussion and Analysis accompanying such financial statements, the Corporation's annual report and any financial information of the Corporation contained in any prospectus or information circular of the Corporation; and
  • (b) review with the external auditors and management each set of interim financial statements and the notes and Managements' Discussion and Analysis accompanying such financial statements and any other disclosure documents or regulatory filings of the Corporation containing or accompanying financial information of the Corporation.

Such reviews shall be conducted prior to the release of any summary of the financial results or the filing of such reports with applicable regulators.

1. Prior to their distribution, the Committee shall discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies, it being understood that such discussions may, in the discretion of the Committee, be done generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made) and that the Committee need not discuss in advance each earnings release or each instance in which the Corporation gives earning guidance.

• 1. As part of the process by which the Committee shall satisfy itself as to the reliability of public disclosure documents that contain audited and unaudited financial information, the Committee shall require each of the Chief Executive Officer and the Chief Financial Officer of the Corporation to provide a certificate addressed to the Committee certifying in respect of each annual and quarterly report the matters such officers are required to certify in connection with the filing of such reports under applicable securities laws.
• 1. The Committee shall review the disclosure with respect to its pre-approval of audit and non-audit services provided by the external auditors.

Oversight of Finance Matters

• 1. Appointments of the key financial executives involved in the financial reporting process of the Corporation, including the Chief Financial Officer, shall require the prior review of the Committee.
• 1. The Committee shall receive and review:
  • (a) periodic reports on compliance with requirements regarding statutory deductions and remittances, the nature and extent of any non-compliance together with the reasons therefor and the management's plan and timetable to correct any deficiencies;
  • (b) material policies and practices of the Corporation respecting cash management and material financing strategies or policies or proposed financing arrangements and objectives of the Corporation; and
  • (c) material tax policies and tax planning initiatives, tax payments and reporting and any pending tax audits or assessments.
• 1. The Committee shall meet periodically with management to review and discuss the Corporation's major financial risk exposures and the policy steps management has taken to monitor and control such exposures, including the use of financial derivatives and hedging activities.
• 1. The Committee shall receive and review the financial statements and other financial information of material subsidiaries of the Corporation and any auditor recommendations concerning such subsidiaries.
• 1. The Committee shall meet with management to review the process and systems in place for ensuring the reliability of public disclosure documents that contain audited and unaudited financial information and their effectiveness.

Committee Reporting

1. If required by applicable laws or regulations or stock exchange requirements, the Committee shall prepare, review and approve a report to shareholders and others (the "Report"). In the Report, the Committee shall state whether it has:

• (a) reviewed and discussed the audited financial statements with management or the external auditors;
• (b) received from the external auditors all reports and disclosures required under legal, listing and regulatory requirements and this Charter and have discussed such reports with the external auditors, including reports with respect to the independence of the external auditors; and
• (c) based on the reviews and discussions referred to in clauses (a) and (b) above, recommended to the Board that the audited financial statements be included in the Corporation's annual report.

Additional Responsibilities

• 1. The Committee shall review and make recommendations to the Board concerning the financial structure, condition and strategy of the Corporation and its subsidiaries, including with respect to annual budgets, long-term financial plans, corporate borrowings, investments, capital expenditures, long term commitments and the issuance and/or repurchase of stock.
• 1. The Committee shall review and/or approve any other matter specifically delegated to the Committee by the Board and undertake on behalf of the Board such other activities as may be necessary or desirable to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting.

THE CHARTER

The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee shall be evaluated with reference to this Charter annually.

APPENDIX "D" ADVANCE NOTICE POLICY – BY-LAW NO. 2

A by-law relating to the advance notice of nominations of directors of the Corporation.

Definitions

For the purposes of this By-law:

"Act" means the Business Corporations Act (Ontario), and any statute that may be substituted therefor, as from time to time amended;

"Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

"Articles" means the articles of the Corporation as defined in the Act;

"Board" means the board of directors of the Corporation; and

"public announcement" means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

Nomination Procedures

Subject only to the Act, the Articles and Applicable Securities Laws, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. For greater certainty, this By-law does not apply to (i) the appointment, by the Board, of a director to fill a vacancy on the Board, or (ii) the appointment, by the Board, of a director between annual meetings of the shareholders of the Corporation in accordance with the Articles and the by-laws of the Corporation. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders, if one of the purposes for which the special meeting was called is the election of directors:

• (a) by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;
• (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or
• (c) by any person (a "Nominating Shareholder"):
  • (i) who, at the close of business on the date of the giving of the notice provided for below in this By-law and on the record date for notice of such meeting, is entered

in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation; and

(ii) who complies with the notice procedures set forth below in this By-law.

Timely Notice

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation at the head office of the Corporation in accordance with this By-law.

Manner of Timely Notice

To be timely, a Nominating Shareholder's notice to the Secretary of the Corporation must be given:

• (d) in the case of an annual meeting of shareholders, not less than 30, nor more than 65, days before 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 on which the first public announcement (the "Notice Date") of the date of the annual meeting was made, notice by the Nominating Shareholder may be given not later than the close of business on the tenth (10th) day following the Notice Date; and
• (e) 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 fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

Proper Form of Timely Notice

To be in proper written form, a Nominating Shareholder's notice to the Secretary of the Corporation must set forth:

• (f) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (the "Proposed Nominee"):

  • (i) the name, age, and province or state, and country of residence of the Proposed Nominee;

• (ii) the principal occupation, business or employment of the Proposed Nominee, both at present and within the five years preceding the date of the notice;

• (iii) whether the Proposed Nominee is a "resident Canadian" within the meaning of the Act;

• (iv) the number of securities of each class of voting securities of the Corporation or its subsidiaries which are beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (v) a description of any agreement, arrangement or understanding between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person acting jointly or in concert with the Nominating Shareholder or the Proposed Nominee, in connection with the Proposed Nominee's election as director;

• (vi) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or its affiliates or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; and

• (vii) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws;

• (g) as to the Nominating Shareholder giving the notice, any information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

Such notice must be accompanied by the written consent of each Proposed Nominee to being named as a nominee and to serve as a director, if elected. The Corporation may require any Proposed Nominee to furnish such other information as the Corporation may request to determine the eligibility of such Proposed Nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such Proposed Nominee.

Notice to be Updated

To be considered timely and in proper written form, a Nominating Shareholder's notice will be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice will be true and correct as of the record date for the meeting of shareholders.

Eligibility for Nomination as a Director

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law; provided, however, that nothing in this By-law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. 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 the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

Delivery of Notice

Notwithstanding anything to the contrary in the by-laws, notice given to the Secretary of the Corporation pursuant to this By-law may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Secretary of the Corporation for the purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Secretary of the Corporation at the address of the head office of the Corporation; provided that if such delivery or electronic communication is made on a day that is not a business day or later than 5:00 p.m. (local time at the head office of the Corporation) on a day that is a business day, then such delivery or electronic communication shall be deemed to have been made on the first subsequent day that is a business day.

Board Discretion

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Bylaw.

THIS BY-LAW WAS APPROVED AND ADOPTED by the Board on November 26, 2021.

April 6, 2021

NOTICE TO READER

The accompanying consolidated financial statements of EnerDynamic Hybrid Technologies Corp. for the year ended November 30, 2020, which includes comparison period information for the year ended November 30, 2019, have been revised to comply with the Canadian Auditing Standard (CAS) 720, The Auditor's Responsibilities relating to Other Information.

The consolidated financial statements, filed on March 30, 2021, did not include a clause related to "Other Information" within the Independent Auditor's Report issued by the Company's auditors.

The accompanying revised consolidated financial statements for the year ended November 30, 2020, which includes comparison period information for the year ended November 30, 2019, contains the amended Independent Auditor's Report.

The revised consolidated financial statements reflect only the addition of the above clause to the Independent Auditor's Report.

Except as set forth in this notice to reader, no other changes have been made.

Consolidated Financial Statements

For the Year Ended November 30, 2020

(Expressed in Canadian Dollars)

Consolidated Financial Statements For the Year Ended November 30, 2020 and 2019 (Expressed in Canadian Dollars)

Table of Contents

Independent Auditor's Report
Consolidated Statementsof Financial Position	1
Consolidated Statementsof Operations and Comprehensive Loss	2
Consolidated Statementsof Changesin Shareholders' Equity	3
Consolidated Statementsof Cash Flow	4
Notes to theConsolidated Financial Statements	5-32

COVID-19

The worldwide pandemic situation of Covid-19 has caused significant future uncertainty. Business interruption due to government mandated closure of non-essential services, self-isolation, quarantine and other measures by businesses and people in general have led to disruption to worldwide commerce. The future impact of the pandemic situation to the economy, various industries, and the environment in which the Company currently operates cannot be assessed with any certainty.

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of EnerDynamic Hybrid Technologies Corp.

Opinion

We have audited the accompanying consolidated financial statements of EnerDynamic Hybrid Technologies Corp. (the "Company") which comprise the statements of financial position as at November 30, 2020 and 2019, and the statements of operations and comprehensive loss, changes in shareholders' deficiency and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2020, and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the consolidated financial statements, which indicates that the Company incurred a net loss of $5,500,096 during the year ended November 30, 2020 and, as of that date, the Company had a deficit of $93,311,494 and a shareholders' deficiency of $32,393,281. These conditions, along with other matters as set forth in Note 2 indicate the existence of a material uncertainty that cast significant doubt about the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

INDEPENDENT AUDITOR'S REPORT

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Louis Sapi.

MISSISSAUGA, Ontario Chartered Professional Accountants March 30, 2021 Licensed Public Accountants

EnerDynamic Hybrid Technologies Corp. Consolidated Statements of Financial Position As at November 30, 2020 and 2019

		2020	2019
	Notes	$	$
Assets
Current Assets
Cash		184,889	132,825
Accounts receivable	7	113	11,014
Inventories	8	392,090	609,411
Prepaid expenses	9	246,369	168,915
Other current assets	10	77,889	303,678
Due from related party	14	144,548	-
		1,045,898	1,225,843
Non-Current Assets
Property and equipment (net)	11	176,363	324,062
Right-of-Use asset (net)	19	1,015,034	-
Intangible assets (net)		1	1
		1,191,398	324,063
		2,237,296	1,549,906
Liabilities and Shareholders' Equity (Deficiency)
Current Liabilities
Accounts payable and accrued liabilities		10,936,288	11,461,598
Current portion of lease liability	19	280,512	-
Debenture interest payable	16	8,308,007	6,559,001
Due to related parties	14	1,025,788	1,000,119
Convertible 6.5% debenture payable	16	3,000,000	3,000,000
18% debentures payable	16	10,070,500	10,070,500
		33,621,095	32,091,218
Non-Current Liabilities
Canada government loan	17	80,000	-
Lease liability	19	929,482	-
		1,009,482	-
		34,630,577	32,091,218
Shareholders'Equity (Deficiency)
Share capital	13	36,832,886	35,420,461
Contributed surplus		6,368,889	5,895,889
Warrants	13	17,716,438	15,953,736
Deficit		(93,311,494)	(87,811,398)
		(32,393,281)	(30,541,312)
		2,237,296	1,549,906

Approved on behalf of the board

"Signed" "Signed"

John Gamble, Director Bruce Bent, Director

See accompanying notes

1

Consolidated Statements of Operations and Comprehensive Income (Loss) For the Years Ended November 30, 2020 and 2019

		2020	2019
	Note	$	$
Revenue
Product revenues	4	219,269	135,714
		219,269	135,714
Direct Cost of Revenue
Cost of goods sold		208,118	78,836
Production related costs		176,147	249,172
Production related occupancy		43,602	362,933
Production related amortization	11,12	238,425	301,540
Inventory and license fee written down	8	63,055	216,385
Government wage subsidy		(270,071)	-
		459,276	1,208,866
Gross Loss		(240,007)	(1,073,152)
Expenses
General and administrative		944,060	803,874
Marketing and promotion		64,344	1,108
Travel		65,669	98,897
Stock-based compensation expense	13	473,000	323,000
Administrative related occupancy		71,269	96,520
Administrative related amortization	11	29,245	16,511
Research and development	4	846,491	966,170
Legal and professional		296,753	312,176
Regulatory		183,951	134,657
Bad debt expense		288	163,158
Loss (gain) on foreign exchange		(65,641)	(21,683)
Interest expense	16,19	2,194,822	1,918,438
Total Expenses		5,104,251	4,812,826
Loss Before Other Income (Expenses)		(5,344,258)	(5,885,978)
(Gain)/Loss on disposal of assets	4	(10,632)	58,790
Re-location expense		647	41,106
Project Advance write-down		-	300,000
Legal settlement provision		165,823	4,183,739
Total Other (Income) Expenses		155,838	4,583,635
Net and Comprehensive Loss		(5,500,096)	(10,469,613)
Basic and diluted weighted average number of shares:	15	387,559,653	312,739,003
Basic and diluted loss per share:		($0.01)	($0.03)

See accompanying notes

Consolidated Statements of Changes in Shareholders' Equity (Deficiency) For the Years Ended November 30, 2020 and 2019

	Common SharesAmount	2020$	Common SharesAmount	2019$
Common share capital
Balance at the beginning of the year	339,976,215	35,272,434	275,698,215	33,960,941
Common shares issued for private placements	36,059,400	866,429	49,500,000	1,099,613
Common shares issuance on conversion of debts	47,938,601	788,471	14,778,000	367,287
Share issue costs	-	(242,475)	-	(155,407)
Balance at the end of the year	423,974,216	36,684,859	339,976,215	35,272,434
Equity Portion of Debentures
Balance at the beginning of the year		148,027		148,027
Addition and/or adjustments		-		-
Balance at the end of the year		148,027		148,027
Total Share Capital		36,832,886		35,420,461
Contributed surplus
Balance at the beginning of the year		5,895,889		5,572,889
Issuance of stock-based compensation		473,000		323,000
Balance at the end of the year		6,368,889		5,895,889
Warrants capitalBalance at the beginning of the year		15,953,736		14,314,524
Warrants issued for private placements		763,987		1,262,599
Issuance of warrants on account of debt
Balance at the end of the year		998,71517,716,438		376,61315,953,736
Accumulated deficit
Balance at the beginning of the year		(87,811,398)		(77,341,785)
Net and comprehensive loss for the year		(5,500,096)		(10,469,613)
Balance at the end of the year		(93,311,494)		(87,811,398)
Total shareholders' deficiency		(32,393,281)		(30,541,312)

Consolidated Statements of Cash Flows For the Years Ended November 30, 2020 and 2019

	2020$	2019$
Operating activities
Net loss for the year	(5,500,096)	(10,469,613)
Amortization	267,670	318,051
Non-cash stock-based compensation expense	473,000	323,000
Gain on sale of equipment	(10,632)	-
Non-cash interest	308,317	-
	(4,461,741)	(9,828,562)
Changes in non-cash working capital
Accounts receivable	10,901	165,487
Inventories	217,321	270,979
Prepaid expenses	(77,454)	113,123
Other current assets	225,789	(24,673)
Accounts payable and accrued liabilities	1,261,876	5,171,629
Debenture interest payable	1,749,006	1,807,586
Due from related parties	(144,548)	-
Due to related parties	25,669	(114,403)
	3,268,560	7,389,728
Investing activities
Capital asset additions	(2,310)	(53,590)
Proceeds on sale of equipment	19,850	-
	17,540	(53,590)
Financing activities
Common shares and warrants issued	1,387,941	2,206,805
Lease rent paid	(240,236)	-
Canada emergency loan	80,000	-
	1,227,705	2,206,805
Net increase (decrease) in cash	(52,064)	(285,619)
Cash, beginning of year	132,825	418,444
Cash, end of year	184,889	132,825

1. Company Information

EnerDynamic Hybrid Technologies Corp. ("EHT Corp", the "Company") has its manufacturing facilities located at 6040 Progress Street, Niagara Falls, Ontario, L2G0C4. The Company is involved in the advancement of production and wholesale distribution of modular homes/buildings which integrate hybrid solar systems.

The common shares of the Company are traded under the symbol "EHT" on the Toronto Venture Exchange.

The Consolidated Financial Statements were approved by the Board of Directors on March 30, 2021.

2. Reporting Entity and Going Concern

Going Concern

During the year ended November 30, 2020 the Company reported a comprehensive loss of $5,500,096 (2019: $10,469,613) and, as of that date, the Company had a deficit of $93,311,494 (2019: $87,811,398), and a shareholders' deficiency of $32,393,281 (2019: $30,541,312). These factors create material uncertainties that cast significant doubt on the Company's ability to continue as a going concern.

Financial statements are required to be prepared on a going concern basis unless management either intends to liquidate the Company, or cease trading, or has no realistic alternative but to do so within the foreseeable future. These consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. Management has no plans to liquidate the Company or cease trading, nor does Management feel it has no alternative but to do so within the foreseeable future.

The Company's operations and projects are funded through a combination of operational revenues, debt and equity financing. The Company's ability to fund future operations and commitments could be dependent upon market conditions that influence its ability to obtain additional financing. Management believes that it can access capital through the issuance of financial instruments to the public markets to meet its working capital needs.

There is no assurance that the working capital will be sufficient to meet the Company's future needs. There are uncertainties related to market conditions and events that may cast significant doubt about the Company's ability to continue as a going concern, therefore, it may be unable to realize its assets or discharge its liabilities in the normal course of business.

3. Basis of Presentation

Statement of Compliance with International Financial Reporting Standards

These consolidated financial statements have been prepared in accordance with accounting policies consistent with International Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") in effect for the Company's reporting year ended November 30, 2020. The accounting policies adopted are consistent with those of the previous financial year in addition to the adoption of IFRS 16 Leases policy.

3. Basis of Presentation (continued)

Basis of Measurement, Functional and Presentation Currency

The Company's consolidated financial statements have been prepared on the historical cost basis except for certain non-current assets and financial instruments, which are measured at fair value, as explained in Note 4 Summary of Significant Accounting Policies.

The consolidated financial statements are presented in Canadian dollars which is the Company's functional currency.

Critical Accounting Judgments, Estimates and Assumptions

The preparation of these consolidated financial statements conforms with IFRS requirements that management make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, and reported expenses during the period. These estimates and judgments are at times uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from estimates made.

Revisions to accounting estimates are recognized in the period in which the estimate is revised and future years, if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors which include expectations of future events that are believed to be reasonable under the circumstances.

Management has made estimates which relate to, but are not limited to, the following:

• (i) The recoverability of accounts receivable that are included in the consolidated statements of financial position;
• (ii) The net realizable value of the finished product inventories reported on the consolidated statements of financial position;
• (iii) The useful lives of property and equipment used to depreciate the assets in the consolidated statements of financial position;
• (iv) The assumptions underlying the Right of Use calculations associated with the premises lease that is included in the consolidated statements of financial position;
• (v) The Company uses Black-Scholes for the purpose of warrant and stock option valuation.

4. Summary of Significant Accounting Policies

The consolidated financial statements have been prepared using accounting policies consistent with those used in preparing the annual financial statements for the year ended November 30, 2019 as well as IFRS 16 Leases policy adopted in the current fiscal year. Any significant accounting policies are presented to assist the reader in evaluating the financial results and, together with the following notes to the consolidated financial statements, should be considered an integral part of the consolidated financial statements.

Cash and Cash Equivalents

Cash consists of balances held with financial institutions, and other short-term highly liquid investments with maturities of three months or less from the purchase date.

4. Summary of Significant Accounting Policies (continued)

Basis of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries EHT Ontario Solar PV LP, EnerDynamic Hybrid Technologies Inc. ("EHT Inc.") and EnerDynamic Building Systems Inc.("EBS"). EHT Inc. has its own wholly-owned subsidiary EnerDynamic Corporation ("EC"). All subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operational policies of the entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date that control commenced until the date that such control ceases.

EnerDynamic Lux S. à r. l. ceased business on October 6, 2020 and was struck from the Luxembourg Business Registers. This company operated as a flow through entity and was deemed no longer necessary.

Inter-company balances, transactions, and any unrealized income and expenses, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with subsidiaries are eliminated against the investment to the extent of the Company's interest. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-ofuse asset is initially measured at cost and is subsequently amortized using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The Company recognizes the lease payments associated with these leases as an operating expense on a straight-line basis over the lease term.

Property and Equipment

Property and equipment are reported at acquisition cost less depreciation and impairment losses. Depreciation rates and methods are reviewed annually and reported on a straight-line basis, at the following rates and period unless otherwise indicated:

	Method	Rates and period
Computer Equipment	Straight Line	30%
Office Equipment	Straight Line	15%
Production Equipment	Straight Line	15%
Warehouse Equipment	Straight Line	15%
Motor vehicle	Straight Line	3 years
Leaseholds	Straight Line	10 years
Right-of-Use asset	Straight Line	9years

4. Summary of Significant Accounting Policies (continued)

An item of property and equipment is derecognized upon disposal when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the book value of the asset, is recognized in the consolidated statements of operations and comprehensive income or loss.

The Company conducts an annual review and assessment of the residual balances, useful lives and depreciation methods used for property and equipment. Any changes arising from the review is applied by the Company prospectively.

Research and Development

Research and development expenditures are recognized in the period in which they are incurred unless a development project meets the criteria under IFRS for deferral and amortization. The Company has not deferred any such development expenditures to date.

Related Parties

A related party is a person or an entity that is related to the Company.

• a. A person or a close member of that person's family is related to the Company if that person:
  • i. Has control or joint control over the Company, with the power to govern the Company's financial and operating policies;
  • ii. Has significant influence over the Company, participating in financial and operating policy decisions, but not control over these policies; or
  • iii. Is a member of the key management personnel of the Company. Key management personnel, consistent with the definition under IAS 24, Related Party Disclosures, are persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director of the Company.
• b. An entity is related to a reporting entity if any of the following conditions applies:
  • i. The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
  • ii. One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).
  • iii. Both entities are joint ventures of the same third party.
  • iv. One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
  • v. The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.
  • vi. The entity is controlled or jointly controlled by a person identified in (a).
  • vii. A person identified in (a) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

4. Summary of Significant Accounting Policies (continued)

Foreign Currency Translation

Items included in the consolidated financial statements are measured using the currency of the primary country in which the entity operates (the "base currency"). The Company's consolidated financial statements are presented in Canadian dollars, the base currency of the Company. Foreign currency transactions are translated into the base currency using the noon exchange rates prevailing on the dates of the transaction. Historic rates, if required, are based on the Bank of Canada historic noon day rate tables. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not reported in the base currency of an entity are recognized in the consolidated statements of operations and comprehensive income or loss.

Inventories

As outlined under IAS 2, inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the product ready for sale. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to the manufacturing location and final condition. The cost of inventories is assigned by using weighted average cost method.

Provisions

Provisions are recognized when determination is made that there is a present obligation (legal or constructive) as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Share Based Payments

IFRS 2 requires equity-based payments to employees and others providing similar services to be measured at the fair value of goods or services received unless that fair value cannot be estimated with confidence. If the entity cannot estimate the fair value of the goods or services received, the Company measures the value and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The Company uses the Black-Scholes option-pricing model for valuation. The fair value of the equity instrument granted is as at the grant date.

Revenue Recognition

The Company generates revenues from two material sources:

• a. the production and sale of building wall panels, emergency shelters, solar panels and solar trailers, and,
• b. the provision of services in installing solar modular structures and energy production systems.

Revenue is measured by reference to the fair value of the consideration received or receivable, net of returns and trade discounts. Revenue is recognized in the case of the production revenue when the significant risks and rewards of ownership, legal title and effective control and management over the products have transferred to the customer, collection of the relevant receivable is probable, the sale price is fixed and the revenues and the associated incurred costs can be measured reliably.

The timing of the transfers of risks and rewards of ownership varies depending on the individual terms of the contract of sale but are primarily on the shipment of the product. In the case of service-based revenue, the timing of the transfers of risks and rewards of ownership varies depending on the individual terms of the contract but generally the Company recognizes revenue using the percentage of completion method.

4. Summary of Significant Accounting Policies (continued)

In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers which establishes principles for reporting the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 also includes a cohesive set of disclosure requirements that would result in an entity providing comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. Effective December 1, 2018, the Company adopted this standard and there is no material impact on the Company's consolidated financial statements.

Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Income Taxes

Tax expense comprises current and deferred taxes and is recognized in the consolidated statements of operations and comprehensive income or loss except to the extent it relates to items recognized in other comprehensive income or loss directly in equity.

Debentures Payable

Debentures and the incremental issuance costs are split between liabilities and shareholder equity based on the allocation of the equity component (if any) of the debenture. Incremental costs directly attributable to the issuance of debentures are amortized and recognized in comprehensive income (loss), net of any tax effects over the maturity period of the debenture.

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity, net of any tax effects.

Segment Reporting

Operating segments, as defined within IFRS 8, are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the chief executive officer that makes strategic decisions. The Company has determined that it operates in a single industry segment, which involves the development and production of modular structures with solar systems, including installation.

Financial Instruments: Initial Recognition and Subsequent Measurement

The Company's financial instruments consist of cash, accounts receivable, due from related parties, accounts payable and accrued liabilities, debentures payable, lease liability and due to related parties. The carrying value of the financial instruments noted above is considered to approximate fair value.

4. Summary of Significant Accounting Policies (continued)

Effective December 1, 2018, the Company adopted IFRS 9. In July 2014, the IASB issued the final publication of the IFRS 9 standard, which supersedes IAS39-Financial Instruments: Recognition and Measurement ("IAS39"). IFRS 9 includes revised guidance on the classification and measurement of financial instruments, new guidance for measuring impairment on financial assets, and new hedge accounting guidance. The Company has adopted IFRS 9 on a retrospective basis, however, this guidance had no impact on the Company's financial statements. Under IFRS 9, financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 contains the primary measurement categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVTOCI) and fair value through profit and loss (FVTPL).

Financial Assets

Initial Recognition and Measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either FVPL or FVOCI, and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the date at which the Company becomes a party to the contractual provisions of the instrument.

Amounts receivable held for collection of contractual cash flows are measured at amortized cost.

Subsequent measurement-financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Subsequent measurement -financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of loss. The Company does not measure any financial assets at FVPL.

Subsequent measurement-financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI. After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the statements of comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

EnerDynamic Hybrid Technologies Corp. Notes to the Consolidated Financial Statements

For the Year Ended November 30, 2020

4. Summary of Significant Accounting Policies (continued)

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Company's only financial assets subject to impairment are accounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, accounts receivable has been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liabilities at FVPL. The Company's financial liabilities include accounts payable and accrued liabilities, and subscription receipts which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement-financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statements of loss.

Financial Instruments Recorded at Fair Value

Financial instruments recorded at fair value on the consolidated statements of financial position are required to be classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

None of the Company's financial instruments are recorded at fair value on the consolidated statements of financial position.

4. Summary of Significant Accounting Policies (continued)

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to common shareholders of the Company by the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is determined by adjusting the weighted average number of common shares outstanding during the period for the effects of dilutive instruments such as stock options granted.

The number of additional shares is calculated by assuming that all convertible securities outstanding were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period. Diluted earnings (loss) per share considers the dilutive impact of the exercise of warrants and broker warrants, as if the event has occurred at the beginning of the period. Diluted loss per share has not been presented in the accompanying consolidated financial statements as the results would be antidilutive.

5. Risk Management

Capital Risk Management

The Company's objectives are to safeguard its ability to continue as a going concern in order to support its normal operating requirements, continue the development and expansion of its production capacity, expansion of markets for its products and review of opportunities that complement current operations and products. These objectives are to be achieved through a continued flexible capital structure which optimizes the costs of capital at an acceptable level of risk.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and the industry. The Company may manage its capital structure by issuing securities, financial instruments, repurchasing outstanding shares, adjusting capital spending or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.

The Company reviews its working capital and forecasts its future cash flows based on operational needs and other investing and financing activities. The forecast is updated based on activities related to its production, sales and expansions. Information is provided to the Board of Directors by Management on a monthly or ad hoc basis.

As of November 30, 2020, the Company's capital structure consists of related party payables, debentures payable, share capital and warrants the Company issued for financial value. The Company is not subject to any externally imposed capital covenants. In order to maximize ongoing development efforts, the Company has no short-term plans to pay dividends.

	2020	2019
	$	$
Due to related parties(net)	(881,240)	(1,000,119)
Share capital	36,832,886	35,420,461
Warrants	17,716,438	15,953,736
Convertible 6.5% debentures	(3,000,000)	(3,000,000)
8%and18%debentures	(10,070,500)	(10,070,500)
Total Capital	40,597,584	37,303,578

The following amounts, included in the consolidated statements of financial position, make up the Company's capital:

6. Financial Instruments

Financial Risk Management

The Company's activities expose it to various types of risk which are associated with the financial instruments held by the Company. These risks include market risk (including currency risk and interest rate risk), liquidity risk and credit risk. The following summary is not intended to be a comprehensive summary of all risks inherent in the Company.

Market Risk

Foreign Currency Risk

The Company is mainly exposed to foreign exchange risk in United States dollars. Foreign exchange risk is the risk that the exchange rate that was in effect on the date that an obligation in a foreign currency was incurred to the Company by a customer, or that an obligation in a foreign currency was made by the Company to a supplier, is different at the time of settlement than it was at time that the obligation was determined. The Company reduces its exposure to foreign exchange risk by carefully monitoring exchange rates on obligations that are made to the Company. The Company does not utilize derivative instruments to manage its foreign exchange risk. The Company maintains adequate foreign currency balances in its bank, provided by its revenues in the related currency and used to settle its foreign currency purchases. In the opinion of management, the foreign exchange risk exposure to the Company is low.

A ten percent increase in the U.S. dollar versus the Canadian dollar at the end of the period would have increased the comprehensive loss for the year immaterially (2019: immaterial) with all other variables held constant.

Interest Rate Risk

Interest rate risk is the risk that changes in market interest rates may have an effect on the cash flows or fair value associated with some of the Company's financial assets. The Company is not exposed to significant interest rate risk on its financial liabilities as they are short term in nature.

A one percentage point increase (decrease) in interest rates would have increased (decreased) the comprehensive income by a nominal amount in the period, with all other variables held constant given the Company's borrowings are fixed rates.

Credit Risk

Credit risk arises from the unexpected default of a customer in meeting its financial obligation to the Company. The Company does not extend credit terms to all customers thus credit is considered on an exception transaction. The Company is continually developing credit evaluation, approval and monitoring processes which are intended to mitigate potential credit risk.

The carrying amount of the Company's cash and accounts receivable represent the maximum credit risk. As at November 30, 2020, the Company's cash is held with reputable institutions, from which management believes the risk of loss to be remote.

6. Financial Instruments (continued)

Liquidity Risk

Liquidity risk considers the possibility that the Company may not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. Generally, the Company's financial liabilities have contractual maturities of less than 30 days. Some larger projects require substantial outlays of capital to fund the upfront cost of raw materials and work in progress. Such risks are identified and to some degree reduced through customer contract deposits.

	CarryingAmount$	CashFlows$	<1 year$	1-2 years$	2-5 years$
Accounts payable and accruedliabilities	10,936,288	10,936,288	10,936,288	-	-
Due to related parties	1,025,788	1,025,788	1,025,788	-	-
Office equipment lease	17,410	17,410	4,445	8,890	4,075
Convertible 6.5% debentures	3,000,000	3,000,000	3,000,000	-	-
18% Debentures Payable	10,070,500	10,070,500	10,070,500	-	-
	25,049,986	25,049,986	25,037,021	8,890	4,075

7. Accounts Receivable

The Company extends credit on an exception basis and only for product sales and through the normal course of business as it relates to system installation.

Detail	2020$	2019$
Less than 30 Days	113	5,716
More than 90 Days	34,437	39,734
Allowance for bad and doubtful debts	(34,437)	(34,436)
	113	11,014

During the year ended November 30, 2020, the Company's revenues were mainly generated from customers in Canada and less than 3% came from those in overseas countries (2019:19% from United States; 7% from West Africa and 37% from Asia) and all the accounts receivable was related to customers in Canada (2019: 89% and 10% of accounts receivable relating to customers in the United States and Africa respectfully).

8. Inventories

	2020	2019
	$	$
Raw Materials	334,972	426,456
Finished Goods	137,118	257,955
Provision for Obsolescence	(80,000)	(75,000)
	392,090	609,411

Management has opted to institute a reserve against obsolescence targeted specifically at the finished goods inventory of $80,000 (2019:$75,000). There is no specific evidence of decreased value of specific inventory items however, the potential exists for modest declines due to market fluctuations and therefore management has instituted a reserve.

9. Prepaid Expenses

Prepaid expenses include the following:

	2020	2019
	$	$
Landlords and utilities	68,308	68,308
Raw materials	109,803	60,762
Other expenses	68,258	39,845
	246,369	168,915

10. Other Current Assets

As at November 30, 2020, other current assets of $77,889 (2019: $303,678) represents HST recoverable of $28,345 (2019: $236,178) and other receivable or assets of $49,544 (2019: $67,500).

11. Property and Equipment

Cost	Automobile	OfficeEquipment	WarehouseEquipment	ProductionEquipment	PremisesLeaseholds	Total
	$	$	$	$	$	$
Balance at November 30, 2019	13,523	43,096	46,293	1,970,611	95,237	2,168,760
Additions	-	-	-	2,310	-	2,310
Disposals	-	-	-	(49,162)	-	(49,162)
Balance at November 30, 2020	13,523	43,096	46,293	1,923,759	95,237	2,121,908
Accumulated Amortization
Balance at November 30, 2019	6,761	39,767	38,090	1,750,376	9,704	1,844,698
Amortization for the year	4,508	2,527	5,786	118,446	9,524	140,791
Disposal	-	-	-	(39,944)	-	(39,944)
Balance at November 30, 2020	11,269	42,294	43,876	1,828,878	19,228	1,945,545
Net Book Value
Balance at November 30, 2019	6,762	3,329	8,203	220,235	85,533	324,062
Balance at November 30, 2020	2,254	802	2,417	94,881	76,009	176,363

Included in the Consolidated Statements of Operations and Comprehensive loss is amortization of $140,791 for the year ended November 30, 2020 (2019: $318,051).

12. Right-of-Use Assets

The Company has recognized a right-of-use asset in respect of its premises lease as described in Note 4. The following is a continuity of the right-of-use asset:

	2020
Cost	$
Balance at December 1, 2019	-
Impact of adoption of IFRS 16	1,141,913
Addition	-
Balance at November 30, 2020	1,141,913
	2020
Accumulated amortization	$
Balance atDecember 1, 2019	-
Amortization for the year	126,879
Balance at November 30, 2020	126,879
	2020
Carrying amounts	$
As at November 30, 2019	-
As at November 30, 2020	1,015,034

13. Share Capital

i) Common Shares Authorized:

Unlimited number of common shares.

ii) Common Share Rights:

The holders of common shares are entitled to vote at meetings of shareholders, receive dividends, and are subject to the prior rights, privileges and conditions attaching to the special shares, to receive the remaining property of the Company upon dissolution, liquidation or winding up of the Company.

iii) Common Shares Issued:

423,974,216 (2019: 339,976,215) common shares with no par value.

On December 20, 2018, the Company completed a private placement which raised $583,900 proceeds from the sale of 11,678,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.075 per common share. The warrants expire 36-months from the date of issue.

On January 2, 2019, the Company completed a private placement which raised $240,000 proceeds from the sale of 3,000,000 units at $0.08 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.12 per common share. The warrants expire 36-months from the date of issue.

On February 14, 2019, the Company completed a private placement which raised $450,000 proceeds representing $400,000 cash plus $50,000 debt settlement from the sale of 9,000,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.075 per common share. The warrants expire 36 months from the date of issue.

On April 5, 2019, the Company completed a private placement which raised $345,000 proceeds representing $295,000 cash plus $50,000 debt settlement from the sale of 6,900,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.06 per common share. The warrants expire 36-months from the date of issue.

On May 17, 2019, the Company completed a private placement which raised $400,000 proceeds from the sale of 8,000,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.07 per common share. The warrants expire 36-months from the date of issue.

On June 19, 2019, the Company completed a private placement which raised $500,000 proceeds representing $400,000 cash and $100,000 debt settlement from the sale of 10,000,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.06 per common share. The warrants expire 36-months from the date of issue.

On September 24, 2019, the Company settled an outstanding debt of $300,000 with a creditor by issuance of 6,000,000 units at a deemed value of $0.05 per unit and each unit consisting of one common share and one common share purchase warrant. Each warrant is exercisable into one common share at $0.07 for a period of 36 months.

On October 2, 2019, the Company completed a private placement which raised $485,000 proceeds representing $425,000 cash and $60,000 debt settlement from the sale of 9,700,000 units at $0.05 per unit by, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.06 per common share. The warrants expire 36 months from the date of issue.

On December 31, 2019, the Company completed a private placement which raised $1,030,400 proceeds representing $485,000 cash and $545,400 debt settlements from the sale of 20,608,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.05 per common share. The warrants expire 36-months from the date of issue.

On February 5, 2020, the Company settled an outstanding debt of $150,000 with a creditor by issuance of 3,000,000 units at a deemed value of $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.07 per common share. The warrants expire 36-months from the date of issue.

On February 14, 2020, the Company completed a private placement which raised $350,000 proceeds representing $249,010 cash and $100,990 debt settlement from the sale of 7,000,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.05 per common share. The warrants expire 36 months from the date of issue.

On April 14, 2020, the Company announced to complete a non-brokered private placement which raised $500,000 proceeds representing $257,980 cash and $242,020 debt settlement from the sale of 20,000,000 units at $0.025 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.05 per common share. The warrants expire 36-months from the date of issue.

On August 24, 2020, the Company announced to complete a non-brokered private placement which raised $1,000,000 proceeds representing $503,000 cash and $497,000 debt settlement from the sale of 20,000,000 units at $0.05 per unit, each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at an exercise price of $0.05 per common share. The warrants expire 36-months from the date of issue.

On September 16, 2020, the Company settled an outstanding debt of $669,500 with debtholders by issuance of up to 13,390,001 units of the Company at a deemed price of $0.05 per unit. Each unit consists of one common share and one common share purchase warrant. Each purchase warrant entitles the holder to acquire one common share at a price of $0.05 per common share. The warrants expire 36-months from the date of issue.

Convertible Securities

During the year ended November 30, 2020, there were issuances of 83,998,001 (2019: 64,278,000) warrants and 48,857,229 (2019: 20,727,259) warrants expired and nil exercised (2019: nil) . The assumptions used to value the warrants under the Black-Scholes model were as follows:

	2020	2019
Total	83,998,001	64,278,000
Share Price	$0.020-$0.045	$0.03-$0.05
Exercise Price	$0.05-$0.07	$0.06-$0.12
Interest Rate	$0.26%-1.69%	1.35%-1.92%
Term (years)	3	3
Volatility	141-193%	126%-147%
Warrant Value	$0.015-$0.033	$0.020-$0.036

Warrants: Share Purchase Warrants Summary

		Exercise			Outstandingat Nov 30,
Holder	Issue Date	Price	Expiry Date	Issued	2020
Private Placement Unit Holders	July 18, 2016	$0.30	07/18/21	4,000,000	4,000,000
Conversion of Convertible Notes	July 20, 2016	$0.30	07/20/21	24,166,667	24,166,667
Debenture Conversion	April 10, 2018	$0.15	04/10/21	27,028,580	27,028,580
Private Placement Unit Holders	April 17, 2018	$0.15	04/17/21	3,200,000	3,200,000
Debenture Conversion	May 3, 2018	$0.15	05/03/23	5,017,500	5,017,500
Private Placement Unit Holders	June 22, 2018	$0.075	06/22/21	26,164,000	24,164,000
Settlement of Debts	July 17, 2018	$0.075	07/17/21	7,156,000	7,156,000
Private Placement Unit Holders	Sept 27, 2018	$0.075	09/27/23	10,460,000	10,460,000
Private Placement Unit Holders	Oct 9, 2018	$0.075	10/09/23	4,528,810	4,528,810
Private Placement Unit Holders	Dec 20 2018	$0.05	12/20/21	11,678,000	11,678,000
Private Placement Unit Holders	Jan 02, 2019	$0.12	01/02/22	3,000,000	3,000,000
Private Placement Unit Holders	Feb 14, 2019	$0.075	02/14/22	9,000,000	9,000,000
Private Placement Unit Holders	Apr 05, 2019	$0.06	04/05/22	6,900,000	6,900,000
Private Placement Unit Holders	May 17, 2019	$0.07	05/17/22	8,000,000	8,000,000
Private Placement Unit Holders	June 19, 2019	$0.06	06/19/22	10,000,000	10,000,000
Private Placement Unit Holders	Sep 24, 2019	$0.07	09/24/22	6,000,000	6,000,000
Private Placement Unit Holders	Oct 03, 2019	$0.06	10/03/22	9,700,000	9,700,000
Private Placement Unit Holders	Dec 31, 2019	$0.05	12/31/22	20,608,000	20,608,000
Settlement of Debts	Feb 05, 2020	$0.07	02/05/23	3,000,000	3,000,000
Private Placement Unit Holders	Feb 14, 2020	$0.05	02/14/23	7,000,000	7,000,000
Private Placement Unit Holders	Apr 14, 2020	$0.05	04/14/23	20,000,000	20,000,000
Private Placement Unit Holders	Aug 24, 2020	$0.05	08/24/23	20,000,000	20,000,000
Settlement of Debts	Sep 16, 2020	$0.05	08/16/23	13,390,001	13,390,001
				259,997,558	257,997,558

During the year, a total of 48,857,229 (2019:20,727,259) common share purchase warrants have expired without being exercised.

Warrant and Option Valuation

The Company uses the Black-Scholes fair valuation option pricing model when calculating a share option grant or common share purchase warrant value when the common share purchase warrant forms part of a unit of securities. The valuation is dependent on a number of estimates, including the risk-free interest rate and the level of share volatility. Option and warrant pricing models require the input of highly subjective assumptions including the expected price volatility. The level of share volatility was calculated with reference to the historic traded daily closing share price of the Company. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company's common share purchase warrants.

Stock Options

The Company has a Stock Option Plan (the "Plan") which it is authorized to grant options to purchase common shares of the Company to directors, senior officers, employees and/or consultants of the Company. The aggregate number of shares of the Company which may be issued and sold under the Plan will not exceed 10% of the total number of common shares issued and outstanding from time to time. Share options are granted with a maximum term of five years with vesting requirements at the discretion of the Board of Directors.

The following tables provides information about outstanding stock options at November 30, 2020:

	2020		2019
	Number ofOptions	WeightedAverageExercisePrice$	Number ofoptions	WeightedAverageExercisePrice$
Beginning balance	15,455,011	0.12	13,095,375	0.54
Issued	13,500,000	0.05	10,450,000	0.10
Exercised	-	-	-	-
Forfeited	-	-	(8,090,364)	0.54
Ending balance	28,955,011	0.09	15,455,011	0.12

Exercisable options
Weighted average
outstanding maturity	Number of	Exercise price
period (years)	options	$
0.58	3,405,011	0.15
1.79	1,600,000	0.15
3.13	10,450,000	0.10
4.18	13,500,000	0.05
3.25	28,955,011	0.09

On January 15, 2019, the Company granted 10,450,000 incentive stock options under its stock option plan to several directors, employees and consultants. The stock options are exercisable until January 15, 2024.

On February 03, 2020, the Company granted 13,500,000 incentive stock options under its stock option plan to several directors, employees and consultants. The stock options are exercisable until February 03, 2025.

	2020	2019
Total	13,500,000	10,450,000
Expected volatility	141%	127%
Expected life	5 Years	5 Years
Expected forfeiture rate	5%	5%
Risk-free interest rate	1.28%	1.91%
Dividend yield	Nil	Nil
Share price	$0.04	$0.04
Weighted average fair value of options at grant date	$0.035	$0.03

14. Related Party Transactions and Balances

Amounts receivable from and payable to related parties are as follows:

	2020$	2019$
Receivable
Due froma related party	144,548	-
Payable
Due to director –Bruce Bent	-	267,921
Due to director -John Gamble	176,678	127,261
Due to non-executive employee	50,000	73,748
Due to MSW/MDA (lenders related to Bruce Bent)	799,110	531,189
	1,025,788	1,000,119

The amount due to MSW/MDA is a secured loan advanced from a party related to a director, Bruce Bent. The loans are for working capital purposes and are secured with a general security agreement. The amounts are due on demand.

The amounts due to a director - Bruce Bent are due on demand. Management expects to repay the amounts within the next 12 months.

The amounts due to a director/CEO - John Gamble are for authorized expenses and includes a bonus of $100,000 granted for the financial support to the Company and unpaid management wages during the year. The amounts due are non-interest bearing and are due on demand. Management expects to repay the amounts within the next 12 months.

14. Related Party Transactions and Balances (continued)

The amounts due to a non-executive employee for a bonus granted for the financial support during the year. The amounts due are non-interest bearing and are due on demand. Management expects to repay the amounts within the next 12 months.

During the year, the Company advanced funds to a corporation owned by Mr. Gamble, CEO/Director of the Company. The funds are repayable on demand, without interest and are expected to be repaid within 12 months.

Summary of Management Fees and Compensation

Title	2020$	2019$
Management Salaries and Fees	330,000	330,000
Other Benefits	7,825	8,087
Total	337,825	338,087

15. Earnings/Loss Per Share

Basic and diluted loss per share has been calculated as follows:

		2020	2019
Numerator	NetProfit /(Loss) Allocated to CommonShareholders	($5,500,096)	($10,469,613)
Denominator	Weighted Average Number of OutstandingShares	387,559,653	312,739,003
Profit/(Loss) Per Share		($0.01)	($0.03)

Diluted loss per share did not include the effect of the share options and warrants outstanding respectively as they are anti-dilutive.

16. Debentures Payable

a) Convertible 6.5% Debenture

On March 4, 2015, the Company closed the financing of a 6.5% Convertible Debenture maturing March 4, 2018, raising $3,000,000. The Debenture allows for the conversion of $1 dollar of principal into 1 common share of EHT Corp. until maturity date. Kingsdale received $195,000 in cash and 225,000 broker warrants exercisable at $1.00 per warrant for a 2-year period.

The Convertible Debenture contains an equity element representing the conversion option. In accordance with IFRS, these two elements were split and classified separately as debt and equity. The fair value of the debentures amounting to $2,840,000 was based on the discounted cash flows using an estimated cost of borrowing of 8.5% representing the Company's cost of borrowing with similar terms but without the conversion option. The residual of $160,000 was assigned to the conversion option. The fair value of the broker warrants amounting to $16,898 was based on Black-Scholes option valuation model.

16. Debentures Payable (continued)

The Company accreted the carrying value of the convertible debentures at an effective interest rate of 11.5% per annum so that at maturity on March 4, 2018 the Debenture payable amounted to $3,000,000. The debenture has matured and remains outstanding while management negotiates the terms of extension. Interest continues to be accrued at the original rate.

b) 18% Debentures

On June 11, 2015, the company announced its intention to raising up to $20 million by way of secured debentures to provide capital required for a milestone payment and to fund potential acquisition opportunities. The debentures would have a two-year term with an 18% coupon and be issued with up to 400 bonus common shares for each $1,000 principal amount in debenture issued.

Kingsdale was engaged as the lead agent for this financing and would receive commission consisted of cash representing 7% of the gross proceeds of the brokered purchases of debenture plus 2.0% of the non-brokered purchases, as well as consideration in the form of 1,258,692 agent warrants exercisable at $1.00 per warrant for a 2-year period. The Debentures are secured by a General Security Agreement over the assets of the Company.

On July 3, 2015, the Company completed the first closing of offered debentures and raised a gross amount $8,796,000 and 3,518,400 bonus common shares were issued along with the debentures. Kingsdale received $615,720 in cash and 700,800 broker warrants exercisable at $1.00 per warrant for a 2-year period.

On July 20, 2015, the Company raised an additional gross amount of $3,915,000 of secured debentures and 1,566,000 bonus common shares were issued. Kingsdale received $274,050 in cash and 313,200 broker warrants exercisable at $1.00 per warrant for a 2-year period.

On July 24, 2015, the Company raised an additional $351,000 principal amount secured debentures and 140,400 bonus common shares were also issued. Kingsdale received $24,570 in cash and 28,080 broker warrants exercisable at $1.00 per warrant for a 2-year period.

The 18% secured debentures issued does not include $6,937,650 of debentures adjusted via cancellation as no value was tendered to the Company. The related bonus shares, commission and broker warrants have been expensed as a period cost.

The debentures contain an equity element representing the bonus common shares and warrants. In accordance with IFRS, these three elements were split and classified separately as debt and equity. The fair value assigned to the 5,224,800 bonus common shares issued amounted to $2,649,500 and was based on the trading price of EHT common shares on the debenture issuance dates. The fair value of the broker warrants amounting to $246,000 was based on Black-Scholes option valuation model. The residual after assigning fair values to the common shares and warrants was assigned to the Debentures.

The Company accreted the carrying value of the Debentures at effective interest rates ranging from 38.7% to 54% per annum.

During the prior years, $2,991,500 of 18% debenture principal and $2,634,391 of accrued interest were converted to equity. In addition, accrued interest of $1,802,451 was waived by the debenture holders.

As at November 30, 2020, there remains $10,070,500 of 18% debenture principal outstanding. During the year ended November 30, 2017, the 18% debentures matured but were unpaid. As a result, the company remains in default under the terms of the debenture agreement. During prior periods, some 18% debenture holders opted to convert some or all principal and interest into common share units in the capital of the company and some of the debenture holders agreed to waive outstanding debenture interest as well.

16. Debentures Payable (continued)

Those debenture holders also agreed to an adjusted annual interest rate of 8% per annum. In September 2018, three debenture holders filed suit against the Company seeking to unwind a settlement agreement related to the conversion of a $1,003,500 of their total $3,345,000 of debenture principal into common shares of the company. If the plaintiffs are successful, the parties could be entitled to exchange the common shares issued for the original debentures that were cancelled and the related accrued interest. The final outcome of the case is not determinable at present, however, management has accrued for a potential settlement obligation. Litigation has progressed to discoveries.

• I. The aggregate principal amount of the particular 18% debentures that were not exchanged for units pursuant to the debt settlement agreements is $4,226,000.*
• II. The aggregate remaining principal amount of particular 18% debentures that were modified pursuant to debt settlement agreements is $3,503,000.
• III. Aggregate remaining principal amount of the particular 18% debentures that are the subject of the litigation is $2,341,500.**
• IV. The aggregate principal amount of all the 18% debentures that remain outstanding is $10,070,500.***

*****In the absence of a negotiated settlement, the remaining unmodified debentures continue to accrue interest at 18% per annum per the original agreement.

******Does not include $1,003,500 of aggregate principal of the particular 18% debentures that are subject of litigation that have been converted into common share units.

*******The aggregate principal amount of the particular 18% debentures that were previously exchanged for units pursuant to the debt settlement agreements was $2,991,500.

The total interest expense for the year ended November 30, 2020 on the debentures amounted to $1,763,812 (2019:$1,807,586).

17. Canada Government Loan

During the year ended November 30, 2020, the Company and its subsidiary EBS each obtained an interest-free and unsecured loan of $40,000 (2019: nil) from the Canada Emergency Business Account. The loan is repayable on or before December 31, 2022, payment of which would result in forgiving of up to $10,000 in loan principle.

18. Adoption of New International Financial Reporting Standards ("IFRS")

IFRS 16 Leases

IFRS 16, Leases ("IFRS 16"), sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer ("lessee") and the supplier ("lessor"). This replaces IAS 17, Leases, and related interpretations. IFRS 16 provides revised guidance on identifying a lease and for separating lease and non-lease components of a contract. IFRS 16 introduces a single accounting model for all leases and requires a lessee to recognize (i) right-of-use assets and lease liabilities for leases with terms of more than 12 months, unless the underlying asset is of low value; and (ii) depreciation of lease assets separately from interest on lease liabilities on the consolidated statements of loss and comprehensive loss.

18. Adoption of New International Financial Reporting Standards ("IFRS") (continued)

Under IFRS 16, lessor accounting for operating and finance leases is substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted for entities that apply IFRS 15. The guidance allows for either a full retrospective or modified retrospective transition method. The Company has selected to apply the modified retrospective transition method. Further, the Company has selected to apply the practical expedients to (i) grandfather the assessment of which transactions are leases; (ii) recognition exemption of short-term leases; and (iii) recognition exemption leases of low-value items. From December 1, 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is amortized over the shorter of the asset's useful life and the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payments that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.

Adjustments recognized on adoption of IFRS 16

On December 1, 2019, the Company adopted IFRS 16 using the modified retrospective approach, with the cumulative effect of initially applying the new standard recognized in deficit on December 1, 2019. The comparative figures for fiscal 2019 have not been restated. On adoption of IFRS 16, the Company recognized lease liabilities in relation to leases, which had previously been classified as 'operating leases' under the principles of IAS 17, Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of December 1, 2019. The weighted average lessee's incremental borrowing rate applied to the lease liabilities was 27%. The lease commitments expire in August 2028.

The following table reconciles the Company's operating lease commitments as at November 30, 2019, as previously disclosed in the audited consolidated financial statements of the Company, to the lease liability recognized on initial application of IFRS 16 on December 1, 2019:

Item	Value
Operating lease commitments as at November 30, 2019	3,919,688
Modifications	(474,995)
Effect of discounting using the incremental borrowing rate	(2,302,780)
Lease liability recognized as at December 1, 2019	$1,141,913

18. Adoption of New International Financial Reporting Standards ("IFRS") (continued)

In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:

• reliance on previous assessments on whether leases are onerous; and
• the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application.

The adoption of the new standard affected the following items in the statement of financial position on December 1, 2019:

Item	Value
Right-of-use assets	recorded as$1,141,913
Lease liability	recorded as$1,141,913

19. Commitments and Contingencies

The Company is committed to royalty payments, under the terms of license agreement, to pay 2% of total revenue commencing on October 1, 2013. The licensee has deferred payment of the royalty obligations as at November 30, 2020. The amount has been accrued, as in prior periods, with no fixed payment date.

The Company is engaged in legal proceedings, claims and counterclaims that have arisen in the ordinary course of business. The outcome of all of the proceedings and claims against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the probable ultimate resolution of any such proceedings and claims, individually or in the aggregate, will not have a material adverse effect on the financial condition of the Company, taken as a whole.

On May 15, 2019, the Company entered into a lease agreement for an office equipment for 66 months with a lease payment of $983 per quarter plus tax. The remaining lease payments will be $17,410 and payable as follows:

	Less thanone year	Between 1and 5 years	More thanfive years	Total
	$	$	$	$
Office Equipment Lease	4,445	12,965	-	17,410

19. Commitments and Contingencies (continued)

Lease liability

The Company leases its premises under a lease agreement expiring on August 31, 2028, which was recognized at a discount rate of 27%. The following is a continuity of activity in leases during the year.

	2020
Cost	$
BalanceatDecember 1, 2019	-
Impact of adoption of IFRS 16	1,141,913
Payment made	(240,236)
Interest on lease liabilities	308,317
Balance at November 30, 2020	1,209,994
Current portion	280,512
Long-term	929,482

The following table outlines the total contractual undiscounted lease payments as at November 30, 2020:

2021	356,250
2022	356,250
2023	370,313
2024	412,500
2025	421,874
Thereafter	1,237,500
Less: future interest expenses	(1,944,693)
Total lease liabilities at November 30, 2020	1,209,994

20. Segmentation

Management has determined that the Company carries on business in one operating segment only. All assets are currently located in Canada except accounts receivable from customers located in the United States and West Africa (See Note 7 Accounts Receivable) and during the year ended November 30, 2020, substantially all business activities were conducted in Canada other than revenue from customers in the United States.

21. Income Tax

Income taxes reported differ from the amount computed by applying the statutory rate to the net loss due to the following items:

	2020$	2019$
Canadian statutory tax rate	26.5%	26.5%
Statutory income taxes	(1,390,306)	(1,567,292)
Permanent differencesChange in tax assets not recognized	82,8951,307,411	114,5911,452,701
Effective Income Taxes	-	-

21. Income Tax (continued)

Deferred income tax assets and liabilities result primarily from differences in recognition of certain timing differences that give rise to the Company's future tax assets (liabilities) and are as follows:

	2020	2019
	$	$
Temporary differences
Share issue costs	209,296	191,549
Amortization	1,709,322	1,943,814
Non-capital loss	16,433,269	15,042,962
Tax assets not recognized	(18,351,887)	(17,178,325)

As at November 30, 2020, there were approximately $62,012,000 (2019: $56,765,000) in tax losses that may be applied against earnings of future years, not later than as follows:

	Losses	Expiration
	$	$
2013	292,000	2033
2014	3,602,000	2034
2015	14,808,000	2035
2016	14,288,000	2036
2017	8,979,000	2037
2018	8,882,000	2038
2019	5,914,000	2039
2020	5,247,000	2040
	62,012,000

22. Subsequent Events

January 8, 2021, the company announced that it completed a non-brokered private placement of $1,000,000. The private placement is comprised of 20,000,000 units at a price of $0.05 per unit. Each unit consists of one common share and one common share purchase warrant, with each whole warrant being exercisable for one common share of the Company at a price of $0.05 per share for a term of 36 months

On January 19, 2021, the company held its annual general and special shareholders meeting. At that meeting the shareholders approved a consolidation of the issued and outstanding shares of the company on a basis of up to 20:1 within 12 months at the Board of Directors discretion.

January 28, 2021, the company announced the signing of an agreement to acquire Windular Research and Technologies Inc. ("WRT") on January 22, 2021, and its plans to concomitantly consolidate its shares 20-for-1, convert its existing debentureholders' debts, and raise up to $18 million in financing by way of a private placement, all subject to the approval of the TSX Venture Exchange.

EnerDynamic Hybrid Technologies Corp. Management Discussion and Analysis

For the Year Ended November 30, 2020

(Expressed in Canadian Dollars)

Dated

March 30, 2021

This Management Discussion and Analysis of financial position and results of operations (the "MD&A") of EnerDynamic Hybrid Technologies Corp. ("the Company" or "EHT") is prepared as of March 30, 2021. The following information should be read in conjunction with the consolidated financial statements and accompanying notes of EnerDynamic Hybrid Technologies Corp. for the year ended November 30, 2020, copies of which are available on SEDAR at www.sedar.com.

The Company's certifying officers, based on their knowledge, having exercised reasonable diligence, are also responsible to ensure that these filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by these filings, and these financial statements together with the other financial information included in these filings. The Board of Directors approves the Financial Statements and MD&A and ensures that management has discharged its financial responsibilities.

All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

Forward Looking Statements

This MD&A includes certain forward-looking information and forward-looking statements (collectively "Forward-Looking Statements") concerning the future performance of the Company's business, operations and financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-Looking Statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results.

Forward-Looking Statements are based on the current opinions and expectations of management based on currently available information. All Forward-Looking Statements are inherently uncertain and subject to a variety of risks and uncertainties, some of which are described throughout this MD&A. Such Forward-Looking Statements are based on a number of assumptions, including but not limited to, information or statements concerning the Company's expectations for its ability to raise capital and meet the Company's obligations. Should one or more risks and uncertainties materialize, or should any assumptions prove incorrect, then actual events or results may differ materially from those expressed or implied in the Forward Looking-Statements. Investors are cautioned against placing undue reliance thereon. The Company will provide the reader with revised or updated Forward-Looking Statements in accordance with section 5.8(2) of National Instrument 51-102.

Statement of Compliance with International Financial Reporting Standards

The consolidated financial statements upon which this Management Discussion and Analysis is based have been prepared in accordance with accounting policies consistent with International Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") in effect for the Company's reporting year ended November 30, 2020. The accounting policies adopted are consistent with those of the previous financial year in addition to the adoption of IFRS 16 Right of Use policy.

Table of Contents

• I. Our Business
• II. Corporate Strategy
• III. Corporate Update
• IV. Operations
• V. Results of Operations
• VI. Financial Position
• VII. Protection of Intellectual Property
• VIII. Risk and Uncertainties
• IX. Off Balance Sheet Arrangements
• X. Related Party Transactions
• XI. Disclosure Controls
• XII. Subsequent Events

Appendix "A" Narrative Description of Business

I. Our Business

EnerDynamic Hybrid Technologies Corp. designs, develops, manufactures, assembles, and distributes structural building systems including modular building/home systems with integrated hybrid alternative energy systems known as the ENERTEC Product Line.

The ENERTEC product line includes patent pending, ultra-light solar panels, modular buildings/homes, controlled environment growing pods and alternative energy producing mobile trailers. When augmented with inverter and battery energy solutions, ENERTEC products create self-sufficient energy production in off-grid or damaged-grid environments.

Modular buildings and homes can be either revenue generating/cost reducing, by sending the electrical output into the electrical grid, or a self-contained system that stores electricity in batteries for current and future use. In either scenario, the building or home is designed to generate and provide emergency power in the event of grid failure. Products just reaching commercialization include the ENERTEC PWR Wagon and the ENERTEC controlled environment growing pod. The PWR Wagon site trailers/portable energy trailers provide generation and supply on construction sites, outdoor events, weddings, and remote locations on a small trailer haulable by virtually any vehicle with a hitch. The ENERTEC controlled environment growing pod provides self-contained, energy producing, off grid, contaminant free growing environments for high value crops.

Additional information is provided in Appendix "A" to this MD&A document.

COVID-19

The worldwide pandemic situation of Covid-19 has caused significant future uncertainty. Business interruption due to government mandated closure of non-essential services, self-isolation, quarantine and other measures by businesses and people in general have led to disruption to worldwide commercial activity. The impact of the pandemic situation to the economy, various industries, and the environment in which the company currently operates cannot be assessed at present. Federal and Provincial Governments are taking bold measures to bring it under control, however, the timeframe as to when the pandemic will be brought under control and the return to normalcy is not determinable at present.

The impact of Covid-19 may materially impact any forward-looking portions of this MD&A.

II. Corporate Strategy

The ENERTEC products are based around expanded polystyrene foam ("EPS") which is light weight but can be expensive to ship. To address these cost issues, management has created a joint venture strategy to reach distant markets. The Company seeks out EPS manufacturers within targeted territories and looks to partner with a suitable organization. This allows for the ENERTEC products to be produced and assembled in geographically advantageous areas through the supply of proprietary components by EHT to the manufacturer. The solar portions of the ENERTEC line are patent pending and represent the portion of the ENERTEC product content exclusively produced by EHT. The Company is targeting governments and NGOs around the globe where proximity to market is critical in maintaining margins. Management is currently focussed on West Africa, Puerto Rico, and Canada.

III. Corporate Update

Business Advances During COVID-19 Pandemic

On July 2, 2020, the company announced a technology advancement on one of its new ENERTEC products that can be assembled in an hour or less. EHT has completed the design of a lightweight Unit that can be delivered to a home and assembled in one hour. The Unit measures 8' X 12' and can be used for: sleeping quarters; a quarantine unit; an office; a workshop and/or a playroom.

On July 9, 2020, the company announced a project finance agreement with Brevet Capital ("Brevet"), a leading global credit investment and specialty finance firm with a focus on the government sector. Under the terms of the agreement, Brevet will become EHT's exclusive capital provider to finance all EHT Grow Units sold to Canadian federal and provincial governments as well as other provincial agencies and institutions. The contemplated US$250 million lease financing facility will allow EHT to fulfill Grow Unit sales orders that are currently being negotiated and to pursue new orders.

On October 8, 2020, the company, through its Puerto Rico JV, signed a definitive agreement with WG Pitts Caribbean LLC ("Pitts") for the supply of the JV's building products initially for 100 homes. Pitts is an authorized government contractor in Puerto Rico for the Government of Puerto Rico and the United States Government and is currently working on projects that fall under the CDBG-DR-PR R3 program ("R3 Program") where payment is made by a US Government body to the Government of Puerto Rico. Pitts will work with the JV to build a greater volume of homes than it is currently able to build by utilizing the JV's innovative and unique building systems and part of the $100m line of credit that the JV has with Brevet Capital.

On October 19, 2020, the company signed an exclusive sales agreement with Matrix Inc., a national services company that focuses on the resource and services sectors, for the sale of 9' x 12' Heli-Units. These units are deployed by helicopter to resource development sites as required for living accommodations.

January 28, 2021, the company announced the signing of an agreement to acquire Windular Research and Technologies Inc. on January 22, 2021, and its plans to concomitantly consolidate its shares 20 for-1 (the "Share Consolidation"), convert its existing debenture holders' debts and raise up to $18 million in financing by way of a private placement of EHT shares, all of which are subject to the approval of the TSX Venture Exchange.

Corporate Update by Region

The Company has made progress in bringing the ENERTEC products into new markets:

EBS (Domestic Market)

• Agreement with Cannadore College for synergistic activities around use of controlled environment grow pods. Cannadore College has launched a program to use the pods to facilitate the growth of fresh food for northern Ontario first nations communities. Management has moved this forward and have furthered the relationship with the Federal and Provincial Governments. Technology advancement continues within the growing pod at Cannadore and a staff researcher. Trials to date demonstrate a 20 to 40 percent faster growth rate of most fruits and vegetables in the controlled environment growing pods. Work continues with the Federal and Provincial Governments but due to covid-19, governments have not been as able to move on new initiatives as quickly as in the past.

• Application is in process to receive a license for a company to operate a Micro Grow on site at Company's Niagara Falls facility. The license has been issued from Health Canada but the license from CRA has not been received. Both licenses are required before growing can commence.

• The company received an order from Matrix Aviation for 10 (9ft x 12ft) units for mining camps in the fall of 2020 and has manufactured and ship these units. It has received and now delivered a further order of 8 (9ftx12ft) units in the last weeks with additional units still to be processed and shipped.

• The Company sign a JV agreement with Apothio LLC., a US Hemp research company to build 2 grow units. EHT has received a deposit on the first unit and is completing drawings and engineering. The balance of the payment for the first unit and start of construction is expected in the third quarter of fiscal 2021 as site permitting has been delayed.

West Africa

• Burkina Faso government officials issued an open order for ENERTEC houses. EHT can deliver and build as many units as possible. EHT was targeting 1,200 units per annum by late 2019. Currently, EHT has put the order on hold due to political unrest in the country. Reassessment takes place on a monthly basis. Due to Covid-19, all projects are now on hold in Burkina Faso. No update is available as lockdown restrictions have stopped all travel.

• Advancement of Ivory Coast government orders followed management visits. EHT anticipated commencement of building in the fall of 2019. Regulators had advised that the site services required to commence construction would be completed by then however, the site continues to wait for final approval. Due to Covid-19 all projects in Ivory Coast are on hold. No update is available as lockdown restrictions have stopped all travel.

• Potential Ghana order related to Community Based Health Services units has advanced. The government has selected a site for the first unit and EHT expected to build the unit in 2019. It is now expected the project will be ready to advance in early 2021. No update is available as lockdown restrictions have stopped all travel.

• Ghana order for UN Operations project has received funding and was expected to place the initial orders for rooftop solar on existing homes in the prior quarter. At meetings in January 2020, management determined the developer was 8 months behind in the project. Therefore, management expected to move forward with this project in late 2020. That has now moved to mid-fiscal 2021. No update is available as lockdown restrictions have stopped all travel.
• Ghana project to build 100,000 homes with Unified Construction has moved ahead. Surveys are complete, appraisal of the land that came in at 64.3M USD. A lender has been arranged to supply project financing and a model house is ready to build. The project was slated to start middle of April 2020. Project financer has pushed financing approval until a new start date is established with a current target of mid-fiscal 2021. No update is available as lockdown restrictions have stopped all travel.
• Due to the Covid-19 crisis all projects are on hold in Ghana with Management targeting midfiscal 2021 to resume. We are in constant contact with our JV partners in Ghana. We hope to start projects in the fall of this year, case counts and travel restrictions allowing.

United States-Puerto Rico

• Extended delays in recovery funding have pushed the market expectations into the next fiscal year with funds only starting to flow into the marketplace in late 2020.
• Planning for ENERTEC manufacturing/assembly in Puerto Rico is currently targeting June/July 2021 depending on travel restrictions.
• EHT has an approved house design and has been certified by the government of Puerto Rico for all structural components of the home.
• Signed LOI for $100M funding in July from Brevet Capital in New York. Management is currently working on the definitive agreements to supply the first block of homes. We have moved these agreements along and hope to have finalized in the next 60 days.
• With the change in the US administration in January funds for the housing projects have been flowing steadily. Projecting to start the first homes in April/May fiscal 2021.

Proposed Financing

• The Company continues to work on the proposed equity financing, the acquisition of Windular Research and a debt restructuring. The company anticipates being able to have this transaction completed in April 2021.

IV. Operations

The production capacity of the new facility has enabled the manufacturing of the controlled environment growing pods and various structure products. The ENERTEC products are divided into "Passive" and "Active" components. Passive components include wall, floor and roof panels that do not contain solar energy generation components.

The passive components are generally large sections of EPS foam encapsulated in the proprietary fiberglass skin. Each section is intended to be a roof, wall or floor in the final assembly. These components are expensive to ship due to their size and are the primary operational manufacturing supplied by joint venture partners within geographic regions outside of Canada.

Passive component manufacturing is available in Ghana, West Africa and is sufficient to service all West African markets. Additionally, further capacity will be available in Puerto Rico during fiscal 2021 when required.

Active components include the ENERTEC ultra-light solar panels. These patent-pending panels are exclusively manufactured in the Niagara Falls, Ontario facility and then shipped to the joint venture partners for finishing via integration into a passive component. Due to their light weight and size, the cost of shipping these components is significantly less than shipment of the passive components.

V. Results of Operations

The following tables set forth selected annual financial information for the years ended November 30, 2020 and 2019 respectively.

	Year Ended Nov 30, 2020	Year Ended Nov 30, 2019
	$	$
Revenue	219,269	135,714
Cost of Revenue	459,276	1,208,866
Gross Income (Loss)	(240,007)	(1,073,152)
Total Expenses	5,104,251	4,812,826
Net Loss	(5,344,258)	(5,885,978)
Other Expenses	155,838	4,583,635
Net and Comprehensive Income or (Loss)	(5,500,096)	(10,469,613)

During the fiscal year ended November 30, 2020, as indicated below, management utilized the federal wage subsidy program, rent subsidy program and the federal business loan program in efforts to maintain the human resources of the business. Management will continue to evaluate ongoing federal and provincial financial support programs and utilize those that benefit the organization.

Results of Operations (continued)

Revenue for the year ended November 30, 2020 was $219,269 (2019:$135,714). Revenues reflected growth despite currently strained and unpredictable economic conditions. During the year, revenue representing ENERTEC branded product sales was significantly impacted by the effects of Covid-19 on both customers and suppliers. These effects are pervasive and material across all operations and financial results.

Current year cost of revenue of $459,276 (2019:$1,208,866) reflects primarily the fixed overheads which could not be eliminated during Covid-19 and adjustments to rent related to the subsidy program. The government wage subsidy, representing an expense recovery, reduced the cost of revenue by $270,071 (2019:nil). Cost of revenues will remain distortive for an additional several quarters due to remaining low production volumes based on order through put and the impacts of Covid-19. Steady production of ENERTEC wall and roof panels will materially increase the margins by matching fixed overheads to higher production levels and capacity utilization rates. This is expected to occur during late fiscal 2021 but depends on the effectiveness of government vaccination programs.

Cost of revenues for the year includes $238,425 (2019:$301,540) in amortization and $43,602 (2019: $362,933) in occupancy costs. Amortization of production related assets, while constant in following unchanging amortization policies, reflects the sale of an asset and the age of the solar manufacturing equipment. The equipment remains fully functional, but its value continues to be written down as appropriate. Occupancy costs reflect credits related to the Covid-19 rent subsidy program. Rental costs were realized in prior periods due to uncertainty of eligibility but have now been adjusted following qualification for the rent subsidy program. Production related costs increased immaterially over the same period year over year to $176,147 (2019:$249,172).

Inventory and license fee expense was $63,055 (2019:$216,385) excludes any license fee related costs in the current year but reflects the ongoing net realisable value analysis of unused production inventory. Expenses reflect downward adjustments to material inventories tied to market changes in purchasing costs.

Gross margin of $(240,007) [2019:$(1,073,152)] provides little insight into business operations and reflects government wage and rent subsidy program impacts. Between Covid-19 impacts and continuing research and development, resulting commercial revenues fall well below those necessary to cover operating normal costs associated with the manufacturing/production facility. These margins are highly unlikely to be reflective of future business activities.

Expenses for the year of $5,104,251 were nominal changes from $4,812,826 in 2019 for several reasons. Overall, similar expenses were realized in most areas except for higher general and administrative expenses, regulatory and interest expenses while foreign exchange gains offset these higher costs.

General and administrative costs increased to $944,060 (2019:$803,874) due to Covid-19 controls and the addition of human resources in the product development area. General and Administrative expenses are expected to continue to rise in the next fiscal periods at an estimated annual rate of 20%- 30% and in step with economic activity increases. Contraction of human resources during the transition to ENERTEC products cannot be sustained if management is expected to deliver sustained growth, the increase of which will add further costs.

Results of Operations (continued)

Travel costs year to date of $65,669 (2019:$98,897) decreased with the majority of travel costs incurred in the third quarter of the year while Covid-19 was in retreat. Fiscal 2021 is likely to show limited travel expense but with the eventual return of general business travel, management believes that the use of technology during Covid-19 has permanently changed travel policies to limit travel to essential purposes only.

Non-cash, stock-based compensation expense of $473,000 (2019:$323,000) reflects stock options issued in the first quarter of the year and the associated Black Scholes calculated costs within the period.

Research and development costs of $846,491 (2019:$966,170) continue to reflect the expansion of ENERTEC product offerings. During the Covid-19 period, management turn the company's workforce back towards research/development to create products that could tap into broader markets. The result was an immediate sale of the helicopter delivered, remote energy development site sleeping cabins. These did not exist prior to Covid-19 but now represent material revenue potential. Several versions were demolished testing structural strength, discarded due to redesign for production efficiencies and modified for user comfort and air flow management.

Regulatory costs increased to $183,951 (2019:$ 134,657) as a result of increased fees associated with capital raising to provide cashflow support required due to reduced business activity associated with Covid-19 and market conditions. Also included are costs associated with the shutdown and windup of the Luxenberg subsidiary.

Foreign exchange gains of $(65,641) [2019:$(21,683)] reflect fluctuations in Canadian dollar value against both the US dollar and Euro related primarily to historic accrued liabilities.

Interest expense increased to $2,194,822 (2019:$1,918,438) as a result of the adoption of IFRS 16 Leases which realizes the net present value of the lease on the premises in which the organization is located. While the vast majority of interest expenses are associated with debenture financing instruments representing $1,763,812 (2019:$1,807,586), in this initial period of adoption of IFRS 16, a total of $308,317 (2019:$nil) was reported.

A comprehensive expense item of gain or loss on disposal of a fixed asset reflects the profitable sale of a redundant piece of solar production equipment where the sale price exceeded book value by $10,632. In 2019 a disposal represented a loss of $58,790. This disposal of fixed production assets is likely to continue over the coming two fiscal periods as aging equipment is replaced with more efficient production technology. Current interest rates will continue to make financing capital expenditures attractive from a cash management standpoint.

Comprehensive legal settlement provision represents an accrual taken by management of $165,823 related to potential exposure in a litigation case where such exposure can be reasonably assessed. In the prior period of fiscal 2019, a significant provision of $4,183,739 was taken related to litigation involving certain debenture holders.

Broadly analysed, the Statement of Operations and Comprehensive Loss reflects the material impact of Covid-19 and the conscious decision to add new ENERTEC products to facilitate domestic business activities.

Inventory decreased to $392,090 (2019:$609,411) as a result of year end write-downs and consumption of materials in the product development process and order production. While prepaid expenses of $246,369 (2019:$ 168,915) reflects long lead time inventory in transit protracted by Covid-19 issues.

The addition of a right of use non-current asset of $1,015,034 (2019:nil) reflects the value of the premises lease under IFRS 16 adoption. The corresponding current liability of $280,512 (2019:nil) and non-current liability of $929,482 (2019:nil) reflect the offset against the non-current asset.

A decrease in Accounts Payable and Accrued liabilities to $10,936,288 (2019:$11,461,598) reflects normal business activities.

VI. Financial Position

Below is a summary of the position of the Company for the year ended November 30, 2020 and 2019.

As At	2020	2019
	$	$
Financial Assets
Cash and cash equivalents	184,889	132,825
Accounts receivable	113	11,014
Inventories	392,090	609,411
Prepaid expenses	246,369	168,915
Other current assets	77,889	303,678
Due from related party	144,548	-
Financial Liabilities
Amounts payable and accrued liabilities	10,936,288	11,461,598
Current portion of lease liability	280,512	-
Debenture interest payable	8,308,007	6,559,001
Due to related parties	1,025,788	1,000,119
Debentures payable 18%	3,000,000	10,070,500
Debenture Payable 6.5%	10,070,500	3,000,000

Debentures Payable

As at November 30, 2020, there remains $10,070,500 of 18% debenture principal outstanding. During the year ended November 30, 2017, the 18% debentures matured but were unpaid. As a result, the company remains in default under the terms of the debenture agreement. During prior periods, some 18% debenture holders opted to convert some or all principal and interest into common share units in the capital of the company and some of the debenture holders agreed to waive outstanding debenture interest as well.

Those debenture holders also agreed to an adjusted annual interest rate of 8% per annum. In September 2018, three debenture holders filed suit against the Company seeking to unwind a settlement agreement related to the conversion of a $1,003,500 of their total $3,345,000 of debenture principal into common shares of the company. If the plaintiffs are successful, the parties could be entitled to exchange the common shares issued for the original debentures that were cancelled and the related accrued interest. The final outcome of the case is not determinable at present, however, the likelihood of a settlement has increased and as a result, management has accrued for a potential settlement obligation. Litigation has progressed to discoveries.

• I.The aggregate principal amount of the particular 18% debentures that were not exchanged for units pursuant to the debt settlement agreements is $4,226,000. *
• II.The aggregate remaining principal amount of particular 18% debentures that were modified pursuant to debt settlement agreements is $3,503,000.
• III.Aggregate remaining principal amount of the particular 18% debentures that are the subject of the litigation is $2,341,500. **
• IV.The aggregate principal amount of all the 18% debentures that remain outstanding is *** $10,070,500.

*****In the absence of a negotiated settlement, the remaining unmodified debentures continue to accrue interest at 18% per annum per the original agreement.

******Does not include $1,003,500 of aggregate principal of the particular 18% debentures that are subject of litigation that have been converted into common share units.

*******The aggregate principal amount of the particular 18% debentures that were previously exchanged for units pursuant to the debt settlement agreements was $2,991,500.

The total interest expense for the year ended November 30, 2020 on the debentures amounted to $1,763,812 (2019:$1,807,586).

VII. Protection of Intellectual Property

Management of EHT intends to protect its intellectual property and secure proprietary protection by obtaining various patents and trademarks. EHT currently has pending patents that it expects will provide the necessary protection of its "know how", trade secrets, and other intellectual property. Specifically, the Company has filed patents and patent applications for an embedded solar panel technology which supports its structural building products line, the PWR wagon and the ultra-light solar panels. Management is not aware of any infringement issues or challenges related to the Company's proprietary property.

VIII. Risks and Uncertainties

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities. The Company has exposure to credit risk, liquidity risk and foreign exchange risk as a result of its use of financial instruments. Below information presents information about the Company's exposure to various risks and the Company's objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout this MD&A. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has implemented and monitors compliance with the risk management policies as set out herein:

Investing in the securities of EHT involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all the other information included in the consolidated financial statement, before purchasing shares of EHT securities. There are numerous and varied risks, known and unknown, that may prevent EHT from achieving its goals. The risks described below are not the only ones EHT will face. If any of these risks actually occurs, EHT's business, financial condition or results of operations may be materially adversely affected. In that case, the trading price of EHT's securities could decline and investors in securities of EHT could lose all or part of their investment.

The significant risks include the following:

Market Risk/Market Price of Securities

The market price of the Company's common shares could be subject to significant fluctuations and may decline below the purchase price of the common shares. Some of the factors that may cause the market price of the shares to fluctuate include:

• (a) volatility in the market price and trading volume of comparable companies;
• (b) actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts;
• (c) adverse market reaction to any indebtedness the Company may incur or securities that may be issue in the future;
• (d) short sales, hedging and other derivative transactions in the shares;
• (e) litigation or regulatory action against the Company;
• (f) investors' general perception of the Company and the public's reaction to press releases, other public announcements and filings with Canadian securities regulators, including the Company's financial statements;
• (g) publication of research reports or news stories about the Company, its competitors or its industry;
• (h) positive or negative recommendations or withdrawal of research coverage by securities analysts;
• (i) changes in general political, economic, industry and market conditions and trends;
• (j) recruitment or departure of key personnel;
• (k) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors.

These factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Certain institutional investors may base their investment decisions on consideration of our environmental, governance and social practices and performance against such institutions' respective investment guidelines and criteria, and failure to satisfy such criteria may result in limited or no investment in the Company by those institutions, which could materially adversely affect the trading price of the common shares of the Company. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue for a protracted period of time, our operations and the trading price of the common shares may be materially adversely affected.

Broad market and industry factors may affect the market price of the common shares. Hence, the price of the common shares could fluctuate based upon factors over which the Company has no control, and these fluctuations could materially affect the price of the common shares regardless of operating performance.

Competition

Solar Panels and Structural Building Products

Because the Company's industry is highly competitive and has relatively low barriers to entry, the Company may lose market share to larger companies that are better equipped to weather deterioration in market conditions due to increased competition. The Company may in the future compete for potential customers with solar energy providers and structural product manufacturers. Some of these competitors may have significantly greater financial, technical, and marketing resources and greater name recognition than the Company. The Company believes the principal competitive factors in the renewable energy and structural products industries include:

• (a) responsiveness to customer needs;
• (b) availability of technical personnel;
• (c) supply and pricing of system components;
• (d) speed of system design and installation;
• (e) quality of service and price;
• (f) project management capabilities;
• (g) technical expertise and installation technology;
• (h) company reputation; and

The Company believes that its ability to compete also depends in part on a number of factors beyond its control, including:

• (a) the ability of the Company's competitors to hire, retain and motivate qualified technical personnel;
• (b) the ownership by competitors of proprietary tools to customize systems to the needs of a particular customer;
• (c) the price at which others offer comparable services and equipment;
• (d) the extent of the Company's competitors' responsiveness to client needs; and
• (e) the ability of competitors to manufacture greater volumes of products.

Ability to Protect Intellectual Property

The Company relies to some degree upon its intellectual property rights to protect its proprietary technologies. Risks associated with the Company's ability to protect such rights include changes to intellectual property laws, patent rights not being granted or construed as expected, steps taken to prevent misappropriation or infringement of the Company's proprietary rights may not be successful, and third parties may be able to develop or obtain patents for similar competing technology.

Dependence on and Retention of Key Personnel

The success of the Company's business depends on the continuing contributions of John Gamble and other key personnel. The Company relies heavily on the services of John Gamble, the Company's Chief Executive Officer as well as several other management personnel. Loss of the services of any of such individuals would adversely affect the Company's operations. In addition, the Company believes its technical personnel represent a significant asset and provide the Company with a competitive advantage over many of the Company's competitors. The Company believes its future success will depend upon its ability to retain these key employees and its ability to attract and retain other skilled financial, engineering, technical and managerial personnel.

Reliance on Third Party Manufacturers and Availability of Raw Materials

The Company is dependent upon its suppliers for the components used in the systems it designs and products that it produces. Its major suppliers are dependent upon the continued availability and pricing of silicon, neodymium, and other raw materials used in solar modules and fiberglass reinforced Fire Retardant Structural Insulated Panel ("FRSIP"). The components used in the Company's systems are currently purchased from a limited number of manufacturers.

The Company is subject to market prices for the components that it purchases for its installations, which are subject to fluctuation. In particular, China currently controls over ninety percent (90%) of the global supply of neodymium, which is a rare-earth metal in limited supply. Accordingly, the market price of neodymium is subject to significant fluctuation. This fluctuation impacts the costs of solar cells, a component in some of the Company's products.

The Company cannot ensure that the prices charged by its suppliers will not increase because of changes in market conditions or other factors beyond its control. An increase in the price of components used in the Company's systems could result in an increase in costs and could have a material adverse effect on the Company's revenues and demand for its services.

Regulatory Environment

Existing regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the purchase and use of structural products and solar power products, which may significantly reduce demand for the Company's products.

Installation of structural building systems and solar systems are subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental protection regulation, utility interconnection requirements for metering and other rules and regulations. The Company intends to keep up-to-date with respect to these requirements on a national, provincial, and local level, and must design systems to comply with varying standards. Certain cities may have ordinances that prevent or increase the cost of installation of its solar systems. In addition, new government regulations or utility policies pertaining to solar power systems are unpredictable and may result in significant additional expenses or delays and, as a result, could cause a significant reduction in demand for solar energy systems and the Company's services.

The performance of the Company's business depends largely upon whether the applicable regulatory environment is favourable, particularly with respect to continuing operations and the future growth of the alternative energy industry in Canada, North America in general and throughout global target markets including the West Africa region. Government regulations, incentives, and market design in some markets currently have a favourable impact on the building of structural building systems and solar power systems. In the event that the current governmental regulations, incentive programs or market design in some markets undergo change, the Company's business may be adversely affected, resulting in an adverse effect on the Company's financial condition, results of operations, and the value of its securities.

Reliance on Distributors and Key Customers

The Company expects to use a direct selling strategy for its primary products being the ENERTEC structural building systems and the ENERTEC ultra-light solar panels. Management has yet to determine the distribution model for its ENERTEC PWR Wagon and ENERTEC Carport products. Licencing revenue models in connection with these products is an option that includes licencing its products to OEMs and distributors that have established businesses and customers in each target market and establishing joint ventures and global alliances to licence or acquire complementary technologies and undertake co-development programs. There is some risk that these relationships could be terminated or cancelled by distributors or licensees, which would result in material adverse effects on the Company's financial condition and business.

Success of New Products

The Company is in the business of developing innovative products. As such, it is difficult to anticipate how the market will receive such products and whether sustainable demand for the Company's products will emerge. There are risks associated with the Company's ability to generate demand for its innovative structural building systems and solar power systems, as further set out below.

Management of Growth

The Company may be unable to achieve profitability by increasing net sales, expanding the range of its products and services or entering new markets in the future. There can be no assurance that the Company will be able to expand the sales of its business or any subsequently acquired businesses. Various factors, including demand for the Company's products and services and its ability to expand the range of the Company's product and service offerings and to successfully enter new markets, may affect the Company's ability to maintain or increase the net sales of its business or any subsequently acquired businesses. In addition, to manage growth effectively the Company must expand and improve its operational, financial, and other internal systems and attract, train, motivate and retain qualified employees. Expenditures related to the Company's growth initiatives may negatively affect its operating results, and the Company may not realize any incremental profitability from its growth and expansion efforts.

Managing Customer Expectations

The Company's failure to meet a client's expectations in the performance of its services, and the risks and liabilities associated with serving clients could give rise to claims against the Company.

Attraction and Retention of Employees

If the Company is unable to attract, train and retain highly qualified personnel, the quality of the Company's services may decline, and it may not successfully execute its internal growth strategies.

The Company's success depends in large part upon its ability to continue to attract, train, motivate and retain highly skilled and experienced employees, including technical personnel. Qualified technical employees periodically are in great demand and may be unavailable in the time frame required to satisfy the Company's customers' requirements. While the Company currently has available technical expertise sufficient for the requirements of its business, expansion of its business could require the Company to employ additional highly skilled technical personnel. The Company expects competition for such personnel to increase as the market for structural building systems and solar systems expands. There can be no assurance that the Company will be able to attract and retain sufficient numbers of highly skilled technical employees in the future. The loss of personnel or the Company's inability to hire or retain sufficient personnel at competitive rates of compensation could impair the Company's ability to secure and complete customer engagements and could harm the Company's business.

Litigation, Regulatory Proceedings, and Warranty Claims

Although the Company undertakes to ensure that its products and services comply with applicable regulatory requirements, internal standards, contractual obligations, and that its products perform effectively and safely, customers may claim that products do not meet contractual requirements and customers may be harmed by the use or misuse of such products. This could give rise to breach of contract, warranty or recall claims, or claims for negligence, product liability, strict liability, personal injury or property damage. Insurance coverage may not be available or adequate in all circumstances. Claims may also arise in connection with patent infringement, environmental liabilities, commercial agreements, competition law, employment law and employee benefits issues, as well as other regulatory matters. As such, there can be no assurance that the Company will not incur significant costs to defend or resolve potential claims. The final outcome with respect to outstanding, pending or future actions cannot be predicted with certainty, and therefore there can be no assurance that their resolution will not have an adverse effect on the financial condition or results of operation of the Company in a particular quarter or fiscal year.

Expansion Across Borders

Geographical business expansion efforts the Company makes could result in difficulties in successfully managing its business and consequently harm its financial condition.

As part of the Company's business strategy, it may seek to expand by acquiring competing businesses or customer contracts in its current or other geographic markets. The Company cannot accurately predict the timing, size and success of its expansion efforts and the associated capital commitments that might be required. The Company expects to face competition for expansion candidates, which may limit the number of expansion opportunities available to the Company and may lead to higher expansion costs. There can be no assurance that the Company will be able to identify, acquire or profitably manage additional businesses/contracts or successfully integrate acquired businesses/contracts, if any, into its company, without substantial costs, delays or other operational or financial difficulties. In addition, expansion efforts involve a number of other risks, including:

• failure of the expansion efforts to achieve expected results;
• diversion of management's attention and resources to expansion efforts;
• failure to retain key customers or personnel of the acquired businesses; and
• risks associated with unanticipated events, liabilities or contingencies.

Client dissatisfaction or performance problems at a single acquired business could negatively affect the Company's reputation. The inability to acquire businesses on reasonable terms or successfully integrate and manage acquired companies, or the occurrence of performance problems at acquired companies, could result in dilution, unfavourable accounting charges and difficulties in successfully managing the Company's business.

Currency risks arise with the possible expansion of the Company's business across borders and into emerging markets. Fluctuations in exchange rates will give rise to foreign currency exchange exposure. The Company does not hedge against foreign exchange risk and there can be no assurance that any hedging undertaken by the Company will be successful and this may result in a material adverse effect on the Company's financial condition and business.

Technological Advances

The Company will experience technological changes in its industry; some new technologies may prove inappropriate and result in liability to the Company or may not gain market acceptance by its customers.

The renewable energy industry is subject to technological change. The Company's future success will depend upon its ability to respond appropriately to changing technologies and changes in function of products and quality. If the Company adopts products and technologies that are not attractive to consumers, the Company may not be successful in capturing or retaining a significant share of its market. In addition, some new technologies are relatively untested and unperfected and may not perform as expected or as desired, in which event the Company's adoption of such products or technologies may give rise to material adverse effects.

Uncertainty in Solar Panel and Structural Buildings Products Markets

The structural building system and solar system markets are at an early stage of development, and market data is not readily available. There is no assurance that these technologies will be commercially viable and gain market acceptance in the long-term.

Sector Specific

A drop in the retail price of conventional energy, or non-solar energy sources may have a negative effect on the Company's business.

The Company believes that a customer's decision to purchase or install solar systems is primarily driven by the cost and resultant return on investment from solar power systems. Fluctuations in economic and market conditions that impact the prices of conventional and non-solar alternative energy sources, such as decreases in the prices of oil and other fossil fuels, could cause the demand for solar systems to decline, which would have a negative impact on the Company's business and results of operations. Changes in utility electric rates or net metering policies could also have a negative effect on its business.

The Company believes that a customer's decision to purchase or install structural building products, in the case of its primary targeted national governments, is a social advancement-based decision. Providing housing and power of any kind in many of the African target markets is a broad social mandate but there remain no assurances that the financial capability to align those mandates will materialize.

Climate Risks

The effectiveness of solar systems depends heavily upon local weather conditions. Solar systems are necessarily impacted by the levels of sunshine. Accordingly, local weather conditions will make it difficult for the Company to accurately forecast production levels.

Additionally, there can be no assurance that the Company's products will be able to withstand extreme weather conditions, particularly in remote areas, which present further risks in preventing the supply, delivery, and installation of products.

Foreign Jurisdiction Political Risks

The Company's growth strategy includes expansion into emerging markets. Operating in foreign jurisdictions subjects the Company to such jurisdiction's regulatory environment as well as political climate. Political risks include discriminatory governmental actions, acts of expropriation or nationalization, currency inconvertibility and non-transfer, political violence including war and terrorism, and contract frustration due to political events. Operating in environments that experience extreme poverty presents further risks with respect to theft or extortionist tactics applied to extract money or other goods from the Company. Such political risks are outside of the control of the Company and the materialization of any one of the aforementioned risks may have an adverse effect on the operations of the Company.

Termination of Key Agreements

In the event that any key agreements or any other material agreements are terminated, the payment of penalties or fees by the Company may be required. The payment of any such penalties or fees or the termination of such contracts could have a material adverse effect on the business, financial position, or results of operation of the Company or the value of the Company's securities.

Force Majeure

The occurrence of a significant event which disrupts the ability of the Company to produce or sell its products may have a material adverse effect on the business, financial position, or results of operations of the Company or the value of the Company's securities. Covid-19 may fall into this category.

Health, Safety and Environmental Risks

The ownership and operation of the Company's business carries a risk of liability related to worker health and safety and the environment. The occurrence of any government orders, investigations, inquiries or other proceedings relating to health, safety and environmental matters could have a material adverse effect on operations and/or result in additional material expenditures.

Uncertainty of Additional Funding

Further operations will require additional capital and will depend on the Company's ability to obtain financing through debt, equity, or other means. The Company's ability to meet its obligations and maintain operations is contingent upon successful completion of additional financing arrangements. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining the required financing or refinancing its existing financing in the future or that such financing or refinancing will be available on terms acceptable to the Company. In addition, any future financing may also be dilutive to existing shareholders of the Company.

IX. Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet transactions.

X. Related Party Transactions and Balances

Amounts receivable from and payable to related parties are as follows:

	2020$	2019$
Receivable
Due froma related party	144,548	-
Payable
Due to director –Bruce Bent	-	267,921
Due to director -John Gamble	176,678	127,261
Due to non-executive employee	50,000	73,748
Due to MSW/MDA (lenders related to Bruce Bent)	799,110	531,189
	1,025,788	1,000,119

The amount due to MSW/MDA is a secured loan advanced from a party related to a director, Bruce Bent. The loans are for working capital purposes and are secured with a general security agreement. The amounts are due on demand.

The amounts due to a director - Bruce Bent are due on demand. Management expects to repay the amounts within the next 12 months.

The amounts due to a director/CEO - John Gamble are for authorized expenses and includes a bonus of $100,000 granted for the financial support to the Company and unpaid management wages during the year. The amounts due are non-interest bearing and are due on demand. Management expects to repay the amounts within the next 12 months.

The amounts due to a non-executive employee for a bonus granted for the financial support during the year. The amounts due are non-interest bearing and are due on demand. Management expects to repay the amounts within the next 12 months.

During the year, the Company advanced funds to a corporation owned by Mr. Gamble, CEO/Director of the Company. The funds are repayable on demand, without interest and are expected to be repaid within 12 months.

Summary of Management Fees and Compensation

	2020	2019
Title	$	$
Management Salaries and Fees	330,000	330,000
Other Benefits	7,825	8,087
Total	337,825	338,087

XI. Disclosure Controls

Management and the Board of Directors have instituted review procedures on all the periodic filings. The Board has established a Disclosure Committee consisting of two Directors. Committee charters have been developed and ratified by the Board of Directors.

The Board of Director's engages legal counsel as required to provide guidance and commentary on our news releases.

Management has determined that its disclosure controls and procedures meet required standards at November 30, 2020. The disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in its various reports is recorded, processed, summarized, and reported accurately. In spite of its evaluation, management does recognize that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance and not absolute assurance of achieving the desired control objectives.

XII. Subsequent Events

January 8, 2021, the company announced that it completed a non-brokered private placement of $1,000,000. The private placement is comprised of 20,000,000 units at a price of $0.05 per unit. Each unit consists of one common share and one common share purchase warrant, with each whole warrant being exercisable for one common share of the Company at a price of $0.05 per share for a term of 36 months.

On January 19, 2021, the company held its annual general and special shareholders meeting. At that meeting the shareholders approved a consolidation of the issued and outstanding shares of the company on a basis of up to 20:1 within 12 months at the Board of Directors discretion.

January 28, 2021, the company announced the signing of an agreement to acquire Windular Research and Technologies Inc. ("WRT") on January 22, 2021, and its plans to concomitantly consolidate its shares 20-for-1, convert its existing debentureholders' debts, and raise up to $18 million in financing by way of a private placement, all subject to the approval of the TSX Venture Exchange.

Additional Information

Additional information relating to EnerDynamic Hybrid Technologies Corp. can be found on the Company's website including contact information at www.ehthybrid.com and www.sedar.com

APPENDIX "A" Narrative Description of the Business

EHT Structural Building Line

Understanding the ENERTEC Product

Modular buildings and homes as well as some traditional construction can be based upon or utilize prefabricated panels classified as structural insulated panels ("SIP"). The Structural Insulated Panel Association defines a SIP as:

Structural insulated panels (SIPs) are a high-performance building system for residential and light commercial construction. The panels consist of an insulating foam core sandwiched between two structural facings, typically oriented strand board (OSB). SIPs are manufactured under factorycontrolled conditions and can be fabricated to fit nearly any building design. The result is a building system that is extremely strong, energy efficient and cost effective. Building with SIPs will save you time, money, and labor.

A typical SIP consists of oriented strand board ("OSB") skins on both the interior and exterior side of the molded expanded polystyrene ("EPS") insulation core. However, for interior wall applications this type of SIP must be finished on the interior with drywall or another building code approved 15-minute thermal barrier that protects the foam. This means a mandatory additional building material layer is required on every inside surface significantly increasing cost, construction time and minimum worker skill requirements.

Example of a traditional SIP indicating the need for interior thermal protection:

The ENERTEC structural insulated panel has expanded the traditional definition to become a Fiberglass Reinforced Fire Retardant Structural Insulated Panel ("FRSIP"). Utilizing a proprietary formula in creating and fireproofing a fiberglass sheet, the expanded polystyrene ("EPS") insulation core is sandwiched between two layers of the sheet material, also known as the "skin".

Below is a close-up of a thin ENERTEC FRSIP (2 inches) showing the thin "skin" on each side of the EPS core. The FRSIP can be produced in much thicker dimensions for added insulation value.

This ENERTEC FRSIP is up to 40% lighter than a traditional SIP and up to 60% lighter than one with a mandatory interior covering. Requiring no such additional interior covering, the ENERTEC panel is rapid to install, easier to transport, incurs lower direct labour installation costs and is tool friendly. The FRSIP can easily accept any inner covering like drywall or tiles should the customer wish to install them.

The ENERTEC FRSIP recently received its UL Class II or class B fire rating, meeting Canadian National Building Code ("CNBC") requirements for virtually all building applications. Meeting the CNBC requirements ensures the ENERTEC FRSIP will meet or exceed virtually all international codes as the CNBC is considered one of the strongest and comprehensive building codes in the world.

Not only is the ENERTEC system simplistic and easy/fast to install but the ENERTEC FRSIP's further advances the goal of eliminating mould in cold and/or damp environments while enhancing fire resiliency.

Below is information on the proprietary fire-retardant fiberglass "skin" materials and production line:

ENERTEC Product Line

The ENERTEC FRSIP product line consists of several components, each classified as one of two types:

The Passive Components

The passive components include floor panels, interior or exterior wall panels and basic/passive roof sections of ENERTEC FRSIP's. These components provide structure and immense insulation value to conserve energy but do not themselves generate energy.

The FRSIP components are available in standard thicknesses of 1, 4, and 6 inches, however, thicknesses up to 12 inches are available. The Company can produce FRSIP sections up to 40 feet in length and up to 10 feet in width with greater widths available for custom applications.

A "wall" or "floor" or "passive roof" module simply identifies the purpose with which a FRSIP has been produced, cut and customized to suit a particular product or application. A wall becomes a wall when a window or door opening is cut, and a passive roof becomes that when the intersecting angles are cut.

An ENERTEC modular building begins with an engineered drawing or blueprint, either custom to a customer's needs or one of the stock ENERTEC models. The FRSIP modules are then produced to the thickness, length, and width to meet the engineered requirements. Thereafter, customization takes place to each module including the cutting of door and window openings after which the product is ready to ship with a one-story building shipping in a single 40-foot container.

ENERTEC modules are joined with advance, application specific adhesives and joint sealing membranes.

The Active Components

At the core of the active ENERTEC product line is the ENERTEC FRSIP Embedded Solar Roof Module. Traditional solar cells are embedded in the proprietary fireproof skin of the FRSIP. Generally, the embedded solar cells are used in roof panels however, customers may request embedded solar panels on side, front and/or back walls of a structure to increase the amount of energy generated in a daily sun cycle.

The ENERTEC embedded solar cells result in substantial cost savings by eliminating heavy glass panels and aluminum racking required for traditional solar panels including expensive rooftop labour. Two barriers to the greater application of solar energy are weight limitations of the roof on which solar panels could be deployed and onerous shipping and labour costs. ENERTEC FRSIP modules would need to be much thicker and thus more expensive if traditional panels were to be used. The development of embedded solar panels was intended to address this market limiting factor.

Furthermore, an ENERTEC home having embedded solar on its entire roof becomes a massive solar panel capable of producing significantly more energy than the home requires, allowing the structure to then become an important source of power for the local micro grid or large battery storage systems.

Manufactured using traditional solar panel production processes combined with customized assembly processes, the Company produces a leading-edge solar product representing a new generation of solar panels and solar panel installation methods.

Above: ENERTEC Roof Panels enduring long term quality control testing in the extreme Canadian environment.

The image below depicts an ENERTEC portable shelter capable of been moved and erected in a new location. Thanks to an integrated click-connect system, these passive and active panels can be rapidly connected for a semi-permanent, weatherproof, highly insulated building. The Company is refining specific models to permitted transportation by snowmobile in northern hemisphere markets.

The image below depicts a complete two-bedroom ENERTEC home installed in Ivory Coast, West Africa. This fully airconditioned house is entirely off-grid.

The ENERTEC Ultra-light Solar Panel (EHT-SET 250/300)

The ENERTEC Ultra-light solar panel is a significant advancement in solar panel design and solar energy application. The Company has manufactured traditional solar panels for several years and ultimately has been moving away from this business segment due to low margins. The creation of the ENERTEC ultra-light panel has again created an expanded market for solar panels which will support panel production for sale as a standalone product.

The initial primary application of the ENERTEC ultra-light solar panel, known as "embedded" solar, was in the integration into the ENERTEC FRSIP creating the active panels in the modular structural building line. Through the addition of light weight framing, the "embedded" solar application deployed in the ENERTEC modular structural product line has been transformed into this advanced panel.

The two critical factors that make an effective solar panel are the level of created power output and the diverse application within the target markets. The ENERTEC panel generates expected and stable energy consistent with a traditional 60-cell or 72-cell panel (depending on the panel purchased). The critical evolution is the elimination of the heaviest components of any traditional solar system: the panel weight created by the thick tempered glass facing and the heavy, expensive, and labour-intensive racking system necessary to support and secure the traditional panel.

The ENERTEC ultra-light 250-watt panel weighs approx. 7.5kg compared to a traditional 250-watt panel which weighs approx. 18.5kg, a massive weight reduction in real world application.

The ENERTEC ultra-light panels are installed using small clips, stainless steel screws or building adhesive depending on the existing roof. No extruded aluminum racks penetrating the roof membrane, elevating the roof line and trapping organic matter to promote rot.

Tempered glass in traditional solar panels is costly as a raw material and costly to handle requiring the obvious handling, packing, stacking and loading/unloading precautions and limitations associated with glass logistics. The ENERTEC ultra-light solar panel contains no glass, there is nothing to crack or shatter and in fact, the ENERTEC solar panel demonstrates a massive decrease in post installation panel damage. From falling ice to children throwing rocks (the two most common sources of post installation damage), the ENERTEC panel now materially reduces that risk.

The glass in traditional panels also increases the surface and internal heat within a panel which in turn reduces actual energy production of the panel. Solar panels function best at temperatures in the 20.5C-22.5C degree range while energy output decreases as temperature rises. A solar panel will see as much as a 20% reduction in energy generation when panel temperatures reach 36C. The ENERTEC solar panel reduces the product generated internal heat and thus increases energy output from exactly the same solar cell.

The image below depicts ENERTEC solar panels on an outbuilding roof, the panels are attached with adhesive while cedar shake singles are added around the panels.

The image below depicts ENERTEC ultra-light panels on a FRSIP roof clearly demonstrating the flat, tight layout provided by the embedded solar panels.

The PWR Wagon

The Company has recently finalized its "PWR Wagon" which generates solar power from every side and stores it in the onboard battery and power distribution system. Sides open upwards tripling the sky facing surface generating maximum power.

The image below depicts the inside of the PWR Wagon containing batteries, inverters, charge controllers and a rack of power receptacles waiting to distribute power.

The PWR Wagon is a stock trailer customized to provide a remote site power source via its selfcontained solar energy system. All sides of the trailer are constructed of solar panels, feeding into an integrated battery bank. The trailer can provide up to 10kw of solar energy depending on the size of trailer and can store up to 10 kwh battery charging depending on the weight of the trailer, while a full charge requires 2 to 3 hours of daylight. Designed to allow for construction site charging of cordless tool battery packs, operation of power washers, fans, work lights and overnight charging of electric lifts, the applications are limited to the imagination of the site crew. The wagon is capable of powering a microwave oven or a low voltage cooler. A single PWR Wagon can charge over 1,000 smartphones simultaneously when outfitted for emergency services applications.

All day the wagon is continually charging and then maintaining the onboard battery banks. On most days, the energy input to the battery banks will exceed demand thus leaving the power available for overnight charging. When the flip up side walls are locked in the closed position tools are safely charging in a secure trailer.

Beyond the construction industry, the wagon can be used for outdoor events including camping, weddings, street parties and more. The logical access to the Wagon for these applications would be via local equipment rental agencies which can add the wagon to their rental stock.

The e trailer has been carefully balanced to allow for towing by virtually any vehicle with a hitch which includes cars and pickup trucks. Further, the trailer can be towed by ATV and even snowmobile to a remote site to power a cabin, homestead or emergency shelter.

ENERTEC Controlled Environment Growing Pod

The image below depicts a controlled environment growing pod which generates power to run growing lights, fans and irrigation for high value crop growing in a contaminant free environment.

The ENERTEC controlled environment grow pod is designed to allow the self contained growing of high value crops in locations that have neither a building nor grid power. These pods also make sense inside existing buildings were cross contamination of crops and strains are at issue.

Products in Development

The Company has now commercializing its worksite and emergency power trailer which is a selfcontained energy supply that can be pulled behind a pickup truck or weather emergency transport. This unit is capable of generating sufficient energy to charge tool batteries/forklifts/radios/fans and even a microwave oven on site or hundreds of smartphones: day or night. The Company has historically continually advanced its product offerings though internal research and development activities to ensure a steady pipeline of enhanced current products and new future products.

The target markets are broadly defined as commercial, local and regional governments and nongovernmental aid (NGO) organizations globally in addition to some retail distribution. The primary markets include Africa, South America, and North America.

The process by which the ENERTEC Ultra-light solar panel is manufactured is constantly under development to reduce material costs and increase production rates. Development includes trialing materials sourced globally, most of which fail the environmental endurance testing. This research will be perpetual as new materials develop. Management looks across industries and specifically beyond the energy markets for such advancements.

Method of Production and Distribution

ENERTEC Structural Building Product Line Manufacturing

The Company designs and manufactures all the structural building products from its manufacturing facility in Niagara Falls, Ontario. Various raw materials, including some custom produced components, are purchased from both local and international suppliers.

Primary and secondary raw materials are sourced from manufacturers that have multiple location production capacity while other components are easily sourced or produced at alternative suppliers. This ensures a stable and secure supply chain while reducing risk of interruption.

The Company intends to utilize regional manufacturing partners to produce its product in foreign markets and has established some relations which await product demand. In its target foreign market, the Company has established a West African manufacturing relationship which is intended to reduce product delivery lead time and logistics costs which would positively impacts margins.

ENERTEC Ultra-light Solar Panel Assembly

Solar panel assembly involves the acquisition of a variety of components, sourced both locally and internationally, and then assembling such components to produce the desired finished product. There is limited but technical fabrication involved in the process.

ENERTEC PWR Wagon

The Company presently manufactures the PWR Wagon within its Niagara Falls manufacturing facility. It is anticipated that more stages in production will be outsources as demand for the product increases. Much of the basic work on the product is traditional fabrication and thus can be contracted externally for more efficient production cycles. Specific technical installations, finishing, quality control and packaging will remain within the Company's direct control via its skilled workforce in Niagara Falls.

Operations

The operations of EHT are located at its head office and administration facility in Niagara Falls, Ontario. The Company operates entirely out of a 71,000 square foot facility that meets all of its needs and it is anticipated that it will continue to meet these needs for the foreseeable future.

The premises lease expires in September 2028, with annual rents payable totaling approximately $360,000.

The raw materials for all the Company's products are generally available within modern economies. Much of the raw materials and components are imported from Europe and Korea for cost purposes, however, replacement of capacity can be undertaken within a short period of time in the event of disruption.

EHT is continually advancing its product offerings through internal research and development activities to ensure a steady pipeline of enhanced current products and new future products. The alternative energy industry is relatively new with rapid expansion and evolution expected. The Company aims to stay at the forefront of innovation through internally developed technologies or acquisitions of complementary products that would be accretive to its business. The transition to production of structural building products with hybrid energy products integration is an example of advancement and response to market demand.

EHTI produces its primary product, being its ENERTEC structural building products with integrated alternative energy technologies. The Company manufactures its Fiberglass Reinforced Structural Insulted Panels ("FRSIP) based on customer specific engineering drawings. Thereafter, contractors install the ENERTEC products on site. Additionally, the Company produces the ENERTEC ultra-light solar panel, the ENERTEC PWR Wagon and the ENERTEC Carport. All manufactured in the same Niagara Falls facility.

The primary regulatory regime impacting the Company is the National Building Code of Canada which regulates the quality and safety of construction methods, design and product integrity within the construction industry. The ENERTEC FRSIP meets all requirements and has a Class II fire rating.

Environmental regulatory regimes can have a positive impact on education and product demand. There are no known planned regulatory changes anticipated to impact the Company in the short term.

EHT employed a total of 16 employees as at November 30, 2020 between administration and production positions. The Company makes extensive use of contractors across all operational segments where specialized knowledge is required.

Competitive Conditions

The Company, due to its diverse structural modular technology utilizing proprietary inputs and its embedded solar cell products (with a patent pending) has limited direct competitors at present. Competition comes from the modular building sector as well as the self-contained alternative energy segment of the energy market.

The Company is expected to hold a competitive advantage because of its proprietary technologies and market development advantage.

Notwithstanding the foregoing, there is some risk that the Company may lose market share to larger companies that are better equipped to weather deterioration in market conditions due to increased competition. The Company's industry is subject to change and while barriers to entry do exist, they may not be sufficient to deter competition. The Company believes the principal competitive factors in the structural building and renewable energy sectors include:

• (a) responsiveness to customer needs;
• (b) availability of technical personnel;
• (c) availability and prices of system components;
• (d) speed of system design and installation;
• (e) price;
• (f) project management capabilities;
• (g) company reputation; and
• (h) installation technology.

It is possible that competition in the renewable energy segment could increase in the future, partly due to lower barriers to entry, as well as from other alternative energy resources now in existence or developed in the future. The structural building segment has higher barriers to entry but there is no assurance another party would not overcome them.