Highmark Interactive Inc. — AGM Information 2023

Jan 20, 2023

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HIGHMARK INTERACTIVE INC.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 3, 2023

JANUARY 5, 2023

HIGHMARK INTERACTIVE INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The Annual and Special Meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Highmark Interactive Inc. (the “ Corporation ”) will be held on Friday, February 3, 2023 at 9:30 a.m. (Toronto time) for the following purposes:

• to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2021, together with the auditors’ report thereon;

• to elect the directors of the Corporation;

• to appoint MNP LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

• to consider and, if thought appropriate, pass an ordinary resolution substantially in the form set out in the accompanying management information circular to amend the Corporation’s existing stock option plan from a “rolling” plan to a 20% “fixed” plan;

• in the event the resolution with respect to the amendment of the Corporation’s stock option plan to a “fixed” plan is not approved by shareholders or the TSX Venture Exchange, to consider and, if thought appropriate, pass an ordinary resolution substantially in the form set out in the accompanying management information circular to approve the Corporation’s existing stock option plan; and

• to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying management information circular dated January 5, 2023 (the “ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice. Please review the Circular carefully and in full prior to completing and returning the enclosed proxy or voting instruction form, as the Circular has been prepared to help make an informed decision on the matters to be acted upon.

Concerns and Restrictions Relating to COVID-19

In order to minimize health impacts of the ongoing global COVID-19 pandemic on Shareholders, employees, other stakeholders and the community, Shareholders are encouraged to vote on the matters before the Meeting by proxy, appointing the management nominees named in the accompanying form of proxy provided to Shareholders by their intermediary or the Corporation, in order to limit the number of attendees in person. If you wish to attend the meeting in person, kindly notify Inder Saini, Chief Financial Officer of the Corporation, at inder@highmark.tech by no later than 12:00 p.m. on February 1, 2023. In the event the number of in-person attendees exceeds the allowable number of individuals for indoor gatherings pursuant to the provincial COVID-19 public health guidelines, the Corporation may determine to hold the Meeting via an electronic format and reserves the right to limit entry to any person in accordance with applicable provincial guidelines. If you intend to vote by proxy, you must vote on the matters before the Meeting by proxy not later than 48 hours (excluding Saturdays, Sundays or statutory holidays in the Province of Ontario) before any adjournment or postponement of the Meeting. We are not aware of any items of business to be brought before the Meeting other than those described in the enclosed Meeting materials.

Every Shareholder at the close of business on December 28, 2022 is entitled to receive notice of, and vote their Common Shares at, the Meeting.

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. If you would like your Common Shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope

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provided for that purpose. Shareholders who are not present at the Meeting may exercise their right to vote by dating, signing and returning the enclosed form of proxy, or other appropriate form of proxy (each, a “ Form of Proxy ”) in accordance with the instructions set out in the Circular. A Form of Proxy will not be valid unless it is deposited at the offices of the Corporation’s registrar and transfer agent, TSX Trust Company at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, so as to arrive not later than 9:30 a.m. (Toronto time) on February 1, 2023 or on the second day (excluding Saturdays, Sundays, and holidays) preceding the time of any adjournment of the Meeting.

Beneficial owners of shares (being those whose Common Shares are registered in the name of an intermediary like a clearing agency or brokerage) should follow the instructions of their intermediaries in order to vote their Common Shares.

BY ORDER OF THE BOARD OF DIRECTORS

“Sanjeev Sharma” Chief Executive Officer January 5, 2023

HIGHMARK INTERACTIVE INC. ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 3, 2023

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

This management information circular (this “Circular”) is furnished in connection with the solicitation by the management of Highmark Interactive Inc. (the “Corporation”) of proxies to be used at the annual and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares (“Common Shares”) of the Corporation. The Meeting will be held on February 3, 2023 at 9:30 a.m. Toronto time, at 333 Bay St. #2400, Toronto, ON M5H 2T6 or at such other time or place to which the Meeting may be adjourned or postponed, for the purposes set forth in the notice of annual and special meeting accompanying this Circular (the “ Notice of Meeting ”). Only Shareholders of record on December 28, 2022 are entitled to notice of, and to attend and vote at, the Meeting, unless a Shareholder has transferred any Common Shares subsequent to that date and the transferee Shareholder, not later than 10 days before the Meeting, establishes ownership of the Common Shares and demands that the transferee’s name be included on the list of shareholders eligible to vote at the Meeting.

Unless otherwise stated, the information contained in the Circular is given as at January 5, 2023. All references in this Circular to “$” are to Canadian dollars.

In order to minimize health impacts from the ongoing global COVID-19 pandemic, and to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to vote on the matters before the Meeting by proxy, appointing the management nominees named in the accompanying form of proxy provided to Shareholders by their intermediary or the Corporation, in order to limit the number of attendees in person. If you wish to attend the meeting in person, kindly notify Inder Saini, Chief Financial Officer of the Corporation, at inder@highmark.tech by no later than 12:00 p.m. on February 1, 2023. In the event the number of attendees exceeds the allowable number of individuals for indoor gatherings pursuant to applicable public health guidelines, the Corporation may determine to hold the Meeting via an electronic format and reserves the right to limit entry to any person in accordance with applicable provincial guidelines. If you intend to vote by proxy, you must vote on the matters before the Meeting by proxy not later than forty-eight (48) hours (excluding Saturdays, Sundays or statutory holidays in the Province of Ontario) before any adjournment or postponement of the Meeting. We are not aware of any items of business to be brought before the Meeting other than those described in the enclosed Meeting materials.

Every Shareholder at the close of business on December 28, 2022 is entitled to receive notice of, and vote their Common Shares at, the Meeting.

It is expected that the solicitation will be made primarily by mail, but proxies may also be solicited personally by directors, officers or regular employees of the Corporation. Such persons will not receive any extra compensation for such activities. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The cost of any such solicitation will be borne by the Corporation.

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy (the “ Form of Proxy ”) are executive officers of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder) other than the persons

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specified by management in the Form of Proxy to attend and act on behalf of such Shareholder at the Meeting. Such right may be exercised by striking out the names of the persons specified in the Form of Proxy, inserting the name of the person to be appointed in the blank space provided in the form of proxy, signing the form of proxy and returning it in the manner set forth in the form of proxy. Alternatively, a Shareholder may complete another appropriate instrument of proxy.

A Form of Proxy will not be valid unless it is deposited at the offices of the Corporation’s registrar and transfer agent, TSX Trust Company (the “ Transfer Agent ”) at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, so as to arrive not later than 9:30 a.m. (Toronto time) on February 1, 2023 or on the second day (excluding Saturdays, Sundays, and holidays) preceding the time of any adjournment of the Meeting. A Form of Proxy shall be in writing, dated and executed by the Shareholder or the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Shareholder who has given a proxy may revoke it:

• (a) by depositing an instrument in writing, including another completed Form of Proxy, executed by such Shareholder or Shareholder’s attorney authorized in writing either:

• i. with the Transfer Agent at any time up to and including the deadline for the submission of proxies for the Meeting as indicated in the Notice of Meeting and Form of Proxy; or

• ii. with the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment thereof; or

• (b) in any other manner permitted by law.

Due to the ongoing COVID-19 pandemic, Shareholders are encouraged to vote by proxy and not physically attend at the meeting. Please refer to the heading “ Concerns and Restrictions Relating to COVID-19 ” in the Notice accompanying this Management Information Circular.

Registering a Proxyholder

IF YOU APPOINT A PROXYHOLDER YOU MUST SUBMIT YOUR FORM OF PROXY APPOINTING YOUR PROXYHOLDER AND YOU MUST ENSURE THAT YOUR PROXYHOLDER REGISTERS (SEPARATELY) WITH TSX TRUST COMPANY AT THE MEETING.

The form of proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. A form of proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Exercise of Discretion

A Form of Proxy representing Common Shares of a Shareholder will be voted or withheld from voting in accordance with the instructions of such Shareholder on any ballot that may be called for, and if such Shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of such specifications, such Common Shares will be voted FOR each of the matters referred to herein.

The Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of the Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxy.

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Information for Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Corporation. Such shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. More particularly, a person is a Beneficial Shareholder in respect of Common Shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary that the Beneficial Shareholder deals with in respect of the common shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“ CDS ”)), of which the intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their nominees are prohibited from voting common shares held for Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name.

Applicable Canadian securities regulation requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder.

In Canada, the majority of brokers now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“ Broadridge ”). Broadridge typically supplies Beneficial Shareholders with a voting instruction form (“ VIF ”) and asks them to return the completed VIF to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder receiving such a VIF cannot use that as a Form of Proxy to vote Common Shares directly at the Meeting. The VIF must be returned to the applicable intermediary well in advance of the Meeting in order to provide instructions on how to vote the Common Shares.

Beneficial Shareholders fall into two categories – those who object to their identity being made known to the issuers of securities which they own (“ Objecting Beneficial Owners ” or “ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ Non-Objecting Beneficial Owners ” or “ NOBOs ”). Subject to the provisions of NI 54-101 issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs. The Corporation will send the Circular, Notice of Meeting and proxy-related materials directly to NOBOs.

OBOs can expect to receive their materials related to the Meeting from Broadridge or their brokers or their broker’s agents as set out above. If a reporting issuer does not intend to pay for an intermediary to deliver materials to OBOs, OBOs will not receive the materials unless their intermediary assumes the cost of delivery. The Corporation currently intends to pay for intermediaries to deliver the proxy-related materials to OBOs.

Record Date

The directors have determined December 28, 2022, as the record date for the determination of Shareholders entitled to receive Notice of the Meeting (the “ Record Date ”). Only Shareholders of record on the Record Date are entitled to vote at the Meeting.

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Interests of Certain Persons or Companies in Matters to be Acted Upon

Except as otherwise disclosed below and herein, management of the Corporation is not aware of a material interest, direct or indirect, by way of beneficial ownership of Common Shares or otherwise, of any director or officer of the Corporation at any time since the beginning of the Corporation’s most recently completed financial year, of any proposed nominee for election as a director of the Corporation, or of any associate or affiliate of any such person, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, approve a resolution to amend the Corporation’s existing stock option plan (the “ Stock Option Plan ”) from a rolling 10% plan to a fixed 20% plan (the “ Option Plan Amendment ”), or, in the event the Option Plan Amendment is not approved by shareholders or the TSX Venture Exchange (“ TSXV ”), approve the Stock Option Plan in accordance with TSXV policies. The directors and officers of the Corporation are eligible for grants of options under the Stock Option Plan and therefore the current directors and officers of the Corporation may be deemed to have a material interest in the approval of the Stock Option Plan.

Voting Securities and Principal Holders Thereof

As of the date of this Circular, there were 41,142,193 Common Shares of the Corporation issued and outstanding. Each Common Share represents the right to one vote on each matter at the Meeting.

To the knowledge of the directors and officers of the Corporation, there are no persons or companies that beneficially own, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Common Shares except as stated below:

Name and Municipality of Residence of Principal Shareholder	Highmark Interactive Inc.	Highmark Interactive Inc.
	Number	Approximate %
Sanjeev Sharma – Ontario, Canada Sunil Sharma – Ontario, Canada The Mazza/Long Family Trust – Ontario, Canada	4,977,661 4,933,399 4,865,803	12.10% 11.99% 11.83%

BUSINESS OF THE MEETING

Financial Statements

At the Meeting, Shareholders will receive and consider the audited financial statements of the Corporation for the fiscal year ended December 31, 2021, together with the auditor’s report thereon.

Election of Directors

The Corporation proposes that five directors, being Sanjeev Sharma, Sunil Sharma, Brad Badeau, Harry Jacobson, and Chris Schnarr (“ Management’s Nominees ”), be elected to the board of directors of the Corporation (the “ Board ”) at the Meeting. Each of the foregoing persons is currently a director of the Corporation. Each director’s term of office will expire at the next annual meeting of shareholders of the Corporation or when his successor is duly elected or appointed, unless his office is vacated earlier in accordance with the articles of the Corporation or he becomes disqualified to act as a director of the Corporation.

Unless the Shareholder has specified in the Form of Proxy that the Common Shares represented by such proxy are to be withheld from voting in the election of directors, the persons named in the Form of Proxy intend to vote FOR the election of Management’s Nominees.

The following table sets forth the names, province/state and country of residence of Management’s Nominees; their principal occupations or employment; the year in which they became directors of the Corporation; their committee

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memberships; and the number of Common Shares beneficially owned or over which control or direction is exercised by them, each as at the date of this Circular.

For information regarding compensation, options, equity ownership and current directorships of each of the following persons, please see “Statement of Executive Compensation” and “Statement of Corporate Governance Practices”.

Name, Province or State and Country of Residence	Positions Held	Director Since	Principal Occupation During the Preceding Five Years	Number of Voting Securities Beneficially Owned or Controlled or Directed(1)
Sanjeev Sharma, Ontario, Canada	Chief Executive Officer, Director, and Chair of the Board	March 7, 2017	CEO, Highmark Innovations Inc. - 2017-present Emergency Room Physician, Trillium Health Centre - 2006- 2018	4,977,661
Sunil Sharma, Ontario, Canada	Vice-President, Corporate Development, Corporate Secretary, Director	July 17, 2014	Vice-President, Corporate Development – Highmark Innovations Inc.	4,933,399
Brad Badeau, Ontario, Canada	Director(2)(3)	September 18, 2020	Retired (Director of Highmark)	3,484,103
Harry Jacobson, Tennessee United States	Director(2)(3)	March 30, 2021	Founder and Managing Partner, Health Care Innovative Partners – November 2018-Present; Co-Founder, Innovative Renal Care – From April 2017 to Present TriStar Health Partners – Co- Founder and Partner – from June 2016-Present	Nil
Chris Schnarr, Ontario, Canada	Lead Director of the Board(2)(3)	November 6, 2019	Managing Director, Lorian Group Inc., from December 2016- October 2018 and from April 2020-Present	752,619
			Managing Director, Medical and Therapeutics, Canopy Growth Corporation – November 2018- March 2020

Notes:

(1) The number of voting securities noted (on a non-diluted basis), not being within the knowledge of the Corporation, has been provided by each director or officer individually.

(2) Member of the Audit Committee.

• (3) Member of the Compensation and Governance Committee.

Corporate Cease Trade Orders and Corporate Bankruptcies

To the knowledge of the Corporation, other than as described below, no person proposed to be nominated for election as a director at the Meeting is, or has, within 10 years prior to the date hereof, been a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

• (a) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued while the proposed director was acting in such capacity;

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• (b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued after the proposed director ceased to act in such capacity and which resulted from an event that occurred while the proposed director was acting in such capacity; or

• (c) while the proposed director was acting in such capacity, or the within a year of the proposed director ceasing to act in such 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.

Mr. Chris Schnarr was a director and officer of BioExx Specialty Proteins Ltd. and its subsidiaries (“ Bioexx ”), which was a reporting issuer listed on the Toronto Stock Exchange. Mr. Schnarr resigned from his positions as a director and officer of Bioexx on August 28, 2013. On October 1, 2013, Bioexx commenced proceedings under the Companies’ Creditors Arrangement Act (the “ CCAA ”) and obtained an order from the Ontario Superior Court of Justice (Commercial Division) granting CCAA protection for a period of one month, which was subsequently extended until completion of a Plan of Arrangement on January 15, 2014 and then discharged on April 23, 2014. On October 1, 2013, trading of Bioexx’s shares on the TSX was halted. On November 6, 2013, Bioexx’s shares were delisted from the TSX.

Personal Bankruptcies

To the knowledge of the Corporation, no person proposed to be nominated for election as a director at the Meeting has, within 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his assets.

Penalties and Sanctions

To the knowledge of the Corporation, no person proposed to be nominated for election as a director at the Meeting has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditors

The auditors of the Corporation are MNP LLP, who were auditors of the target company in the Corporation’s qualifying transaction, and continued as auditors of the Corporation from the completion of the qualifying transaction on November 15, 2021. Unless a Shareholder has specified in the Form of Proxy that the Common Shares represented by such proxy are to be withheld from voting in the appointment of auditors, the persons named in the Form of Proxy intend to vote FOR the appointment of MNP LLP as auditors of the Corporation, to hold office until the next annual meeting of shareholders, and to authorize the directors of the Corporation to fix the remuneration of the auditors of the Corporation.

Approval of the Amendment to the Existing Rolling Stock Option Plan to a 20% Fixed Plan

The Corporation’s existing Stock Option Plan is a “rolling” Stock Option Plan, pursuant to which the number of Common Shares that may be issued upon exercise of options may not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at the time of grant, and such aggregate number of Common Shares automatically increases or decreases as the number of issued and outstanding Common Shares of the Corporation changes.

The purpose of the existing Stock Option Plan is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation to acquire Common Shares, thereby increasing their proprietary interest in the Corporation and furnishing them with additional incentive in their efforts on behalf of the

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Corporation in the conduct of its business and affairs as a result of increases in the value of the Corporation’s Common Shares. Under the terms of the existing Stock Option Plan, currently a maximum of 4,114,219 Common Shares (representing approximately 10% of the outstanding Common Shares as at the date hereof) are reserved for issuance. Given limited cash resources and a desire to use cash to grow the Corporation’s business, the Board and management is of the view that the existing Stock Option Plan does not have enough Common Shares reserved for option grants thereunder to meet the Corporation’s short term compensation needs for management and employees. Accordingly, the Corporation wishes and believes it is appropriate to amend the Stock Option Plan to be a “fixed” Stock Option Plan, pursuant to which the number of Common Shares that may be issued upon exercise of options may not exceed a fixed number equal to 20% of the issued and outstanding Common Shares on a non-diluted basis as of the date of implementation (the “ Option Plan Amendment ”), which as of the date hereof is 8,228,438 Common Shares. Under the fixed plan, as options are granted, the number of options available for future grants is reduced by an amount equal to the number of options granted, and not “replenished” as would be the case under a rolling plan.

In making the decision to seek Shareholder approval of the Option Plan Amendment, management noted that the utilization of options as a portion of compensation and management incentive has been and will continue to be an important factor in attracting and incentivizing quality personnel to maximize the Corporation’s growth prospects. Management believes that, at this stage of the Corporation’s growth and development, it is imperative that the Corporation have sufficient flexibility in its equity incentive arrangements to permit it to compete with other entities in its industry which utilize equity-linked compensation instruments, including options, in hiring and retaining key personnel.

In light of the above, Shareholders are being requested to pass an ordinary resolution, the text of which is set forth below, approving the Option Plan Amendment.

Disinterested Shareholder Approval of the Option Plan Amendment

TSXV also requires that a company must obtain approval of disinterested shareholders for an amendment to a stock option plan if, among other things, the stock option plan or amended stock option plan, together with all of a company’s previously established and outstanding stock option plans or grants, could result at any time in:(a) the number of shares reserved for issuance under stock options granted to Insiders exceeding 10% of the issued shares;(b) the grant to Insiders, within a 12 month period, of a number of options exceeding 10% of the issued shares; or (c) the issuance to any one Optionee, within a 12 month period, of a number of shares exceeding 5% of the issued shares. As the Option Plan Amendment, together with all of the Corporation’s previously established and outstanding stock option plans and grants thereunder could result in the occurrence of any of circumstances described above, the Corporation must obtain the approval of disinterested shareholders for the resolution approving the Option Plan Amendment. The approval on a disinterested basis would exclude votes from shares owned or controlled by all of Sanjeev Sharma, Sunil Sharma, Brad Badeau, Harry Jacobson, Chris Schnarr, and Inder Saini, who are interested in the resolution approving the Option Plan Amendment by virtue of being eligible for the grant of options under the Stock Option Plan. Each disinterested Shareholder whose votes must be excluded from the vote on the Option Plan Amendment and the number of shares they own and control is listed in the table below.

Name and Municipality of Residence of Principal Shareholder	Highmark Interactive Inc.	Highmark Interactive Inc.
	Number of Shares Owned and Controlled to be Excluded	Approximate %
Sanjeev Sharma Sunil Sharma Brad Badeau Chris Schnarr Harry Jacobson Inder Saini	4,977,661 4,933,399 3,484,103 752,619 Nil 36,000	12.10% 11.99% 8.47% 1.83% Nil 0.09%

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As of the date of this Circular, a total of 4,114,219 Common Shares were reserved for issuance under the Stock Option Plan (10% of the issued and outstanding Common Shares), of which 3,917,140 Common Shares were subject to options outstanding (being approximately 8% of the issued and outstanding Common Shares). The Option Plan Amendment would increase the number of Common Shares reserved for issuance under the Stock Option Plan to 8,228,438 Common Shares (representing 20% of the issued and outstanding Common Shares as of the date of this Circular).

If the Option Plan Amendment is not approved by the Shareholders at the Meeting (on either an ordinary or disinterested basis), the Corporation will not be able to grant any further options under the Stock Option Plan and the Corporation will have to consider other methods of compensation, such as increased cash compensation, or the issuance of Common Shares in exchange for services or bona fide debt incurred for services.

The following is a summary of material terms of the Stock Option Plan, after the Option Plan Amendment, and is qualified in its entirety by the full text of the amended Stock Option Plan which will be available at the Meeting. The amended Stock Option Plan will be administered by the Board, which has full and final authority with respect to the granting of all options thereunder subject to the requirements of the TSXV. Capitalized terms used in the summary below that are not otherwise defined in the Circular have the meaning given to them in the Stock Option Plan or TSXV policies.

• (a) Options to purchase Common Shares may be granted under the Stock Option Plan to any Optionee, which means an employee, director, officer, management consultant employee, or consultant of the Corporation, at the sole discretion of the Board.

• (b) The maximum number of Common Shares issuable pursuant to outstanding options under the amended Stock Option Plan shall be equal to 8,228,438, representing approximately 20% of the number of issued and outstanding Common Shares as at the date hereof. In addition, the number of Common Shares which may be issued to: (i) any one Consultant or person engaged to conduct Investor Relations Activities within a one-year period shall not exceed 2% of the outstanding Common Shares, (ii) any one Optionee in any 12 month period shall not exceed 5 per cent of the issued and outstanding shares of the Corporation.

• (c) All options issuable under the Stock Option Plan have a maximum term of ten years from the date of issue.

• (d) The vesting schedule for any option outstanding under the Stock Option Plan shall be determined by the Board.

• (e) The exercise price of all options issued under the Stock Option Plan shall be determined by the Board at the grant date of each option and, in any event, will be determined in accordance with the rules of all applicable securities regulatory authorities including the TSXV or any stock exchange on which the Common Shares are listed from time to time.

• (f) Upon the death of an optionee, an option shall terminate on the date determined by the Board, which date shall not be later than the earlier of the expiry date of the Option and one year from the date of death.

• (g) If an optionee ceases to be a Director or Officer of, be in the employ of, or be providing ongoing management or consulting services to the Corporation, the option shall terminate on the earlier of the expiry date of the option and the expiry of a period not in excess of 90 days prescribed by the Board at the time of the grant, following the date that the optionee ceases to be a Director, Officer or Employee of the Corporation, or ceases to provide ongoing management or consulting services to the Corporation, as the case may be.

• (h) If the optionee ceases to be employed to provide Investor Relations Activities on behalf of the Corporation, the Option shall terminate on the earlier of the expiry date of the option and the expiry

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of the period not in excess of 30 days prescribed by the Board at the time of the grant, following the date that the optionee ceases to be employed to provide Investor Relations Activities.

The policies of the TSXV require that the Option Plan Amendment be approved by a majority of the votes cast at the Meeting, on a disinterested basis. Accordingly, a resolution substantially in the form set out below must be passed by more than 50% of the votes cast by Shareholders entitled to vote in person or by proxy at the Meeting. Management of the Corporation recommends that the shareholders approve the following resolution:

“ RESOLVED THAT:

1. subject to the approval of the TSX Venture Exchange and any amendments, changes, additions and alterations thereto as may be required by the TSXV, the amendment of the Corporation’s Stock Option Plan from a 10% “rolling” plan to a 20% “fixed” plan, under which the maximum number of common shares of the Corporation (“Common Shares”) reserved for issuance will be increased from 4,114,219 as at the date hereof to 8,228,438 Common Shares, is hereby approved;

2. any one director or officer of the Corporation be authorized and directed to perform such acts and deeds and things and execute all such documents, agreements and other writings as may be required to give effect to the true intent of this resolution; and

3. the board of directors of the Corporation, in its sole and complete discretion, may act upon this resolution to effect the adoption of the amended Stock Option Plan, or if deemed appropriate and without any further approval from the shareholders of the Corporation, may choose not to act upon this resolution notwithstanding shareholder approval of the amended Stock Option Plan and are authorized to revoke this resolution in their sole discretion.”

The Board recommends that Shareholders vote FOR the above resolution. Unless a Shareholder has specified in the enclosed form of proxy that the Common Shares represented thereby are to be voted against the above resolution, the persons named in the Form of Proxy intend to vote FOR the approval of the Option Plan Amendment at the Meeting. If the Stock Option Plan Resolution is not approved then the existing Stock Option Plan will remain in force, but will remain subject to annual shareholder approval requirements.

The Option Plan Amendment remains subject to the acceptance of the TSXV. If TSXV finds the disclosure of the Option Plan Amendment in this Circular to be inadequate for any reason, TSXV may not accept the approval of the Shareholders for the Option Plan Amendment.

Annual Approval of Existing 10% Rolling Option Plan

Rolling stock option plans of TSXV issuers are required to be approved by shareholders on an annual basis. In the event the Fixed Option Plan as described above under heading “Approval of the Amendment to the Existing Rolling Stock Option Plan to a 20% Fixed Plan” does not receive TSXV acceptance or the required Disinterested Shareholder approval at the Meeting, the Option Plan Amendment will not be adopted and therefore the existing rolling Stock Option Plan will remain in effect. In this event, Shareholders will be asked at the Meeting to consider and, if thought advisable, to pass an ordinary resolution approving the existing Stock Option Plan so that the Corporation can continue to avail itself of securities-based compensation in accordance with past practice (the “ Annual Option Plan Approval Resolution ”). Shareholders of the Corporation most recently ratified and confirmed the existing Stock Option Plan at the last annual meeting of shareholders held on August 4, 2021, prior to completion of the Corporation’s Qualifying Transaction. The existing Stock Option Plan is administered by the Board. See “Approval of the Amendment to the existing Stock Option Plan to a 20% Fixed Plan” above for a description of the material terms of the Stock Option Plan, provided that the existing Stock Option Plan will retain the limits on grants to insiders in total and in a 12 month period such that the number of Common Shares reserved for issuance under stock options granted to Insiders may not exceed 10% of the outstanding Common Shares at any time; options exceeding 10% of the issued shares may not be granted to Insiders within any 12 month period and no single Optionee, within a 12 month period, may be granted options for a number of shares exceeding 5% of the outstanding Common Shares. In addition, the maximum number

• 10 -

of Common Shares issuable pursuant to outstanding options under the existing Stock Option Plan is equal to 10% of the issued and outstanding Common Shares from time to time.

The policies of the TSXV require that the Annual Option Plan Approval Resolution be approved by a majority of the votes cast at the Meeting. Accordingly, a resolution substantially in the form set out below must be passed by more than 50% of the votes cast by Shareholders entitled to vote in person or by proxy at the Meeting. Management of the Corporation recommends that the shareholders approve the following resolution:

“ RESOLVED THAT:

1. the Corporation’s existing rolling 10% Stock Option Plan is hereby approved, subject to any amendments, changes, additions and alterations thereto as may be required by the TSXV; and

2. any one director or officer of the Corporation be authorized and directed to perform such acts and deeds and things and execute all such documents, agreements and other writings as may be required to give effect to the true intent of this resolution.”

The Board recommends that Shareholders vote FOR the Annual Option Plan Approval Resolution. Unless a Shareholder has specified in the enclosed form of proxy that the Common Shares represented thereby are to be voted against the above resolution, the persons named in the Form of Proxy intend to vote FOR the approval of the Annual Option Plan Approval Resolution at the Meeting.

EXECUTIVE COMPENSATION

The following disclosure of compensation earned by certain executive officers and directors of the Corporation in connection with their office or employment with the Corporation is made in accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations . Disclosure is required to be made with respect to “ Named Executive Officers ” of the Corporation, or “ NEOs ”, being those individuals who served as the Chief Executive Officer, Chief Financial Officer and each of the Corporation’s three most highly compensated executive officers, other than the Chief Executive Officer and Chief Financial Officer, whose total compensation was, individually, more than $150,000 for the most recently completed financial year.

The Corporation had three NEOs for the financial year ended December 31, 2022, being Sanjeev Sharma (Director and Chief Executive Officer), Inder Saini (Chief Financial Officer), and Don Harkness (Former Chief Financial Officer). Mr. Harkness is deemed an NEO of the Corporation as Mr. Harkness served as Chief Financial Officer of the Corporation during the most recently completed financial year.

Director and NEO Compensation Excluding Compensation Securities

The following table sets forth information concerning all compensation to be awarded to, earned by, paid to, or payable to the NEOs and directors of the Corporation (excluding compensation securities) for the two most recently completed financial years.

	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of All Other Compensation	Total Compensation
Sanjeev Sharma Director and Chief Executive Officer	2022	$235,324	NIL	NIL	NIL	NIL	$235,324
	2021	$184,656	NIL	NIL	NIL	NIL	$184,656
Sunil Sharma Director and VP	2022	$120,461	NIL	NIL	NIL	NIL	$120,461
	2021	$123,231	NIL	NIL	NIL	NIL	$123,231

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	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1	Table of Compensation Excluding Compensation Securities1
Name and Position	Year	Salary, Consulting Fee, Retainer or Commission	Bonus	Committee or Meeting Fees	Value of Perquisites	Value of All Other Compensation	Total Compensation
Inder Saini Chief Financial Officer2	2022	$165,000	NIL	NIL	NIL	NIL	$165,000
	2021	NIL	NIL	NIL	NIL	NIL	$0
Brad Badeau Director	2022	NIL	NIL	NIL	NIL	NIL	$0
	2021	NIL	NIL	NIL	NIL	NIL	$0
Harry Jacobson Director	2022	NIL	NIL	NIL	NIL	NIL	$0
	2021	NIL	NIL	NIL	NIL	NIL	$0
Chris Schnarr Director	2022	NIL	NIL	NIL	NIL	NIL	$0
	2021	NIL	NIL	NIL	NIL	NIL	$0
Don Harkness Chief Financial Officer3	2022	$97,210	NIL	NIL	NIL	NIL	$97,210
	2021	$154,615	NIL	NIL	NIL	NIL	$154,615

Notes:

(1) The Corporation completed its qualifying transaction in November 2021. Compensation in 2021 represents actual compensation received during the year, representing approximately two months of compensation from the Corporation subsequent to the qualifying transaction and previous amounts paid via subsidiaries of the corporation. Annualized compensation is unchanged from 2021 to 2022.

(2) The Corporation engaged Mr. Saini to act in the capacity of Chief Financial Officer on July 1, 2022.

(3) Mr. Harkness was succeeded in the position of Chief Financial Officer by Mr. Saini on July 1, 2022.

The following table sets forth information concerning all compensation securities granted or issued to each director and NEO by the Corporation in the most recently completed fiscal year. No additional compensation securities were granted

		Table of Compensation Securities(1)(2)	Table of Compensation Securities(1)(2)	Table of Compensation Securities(1)(2)	Table of Compensation Securities(1)(2)
Name and Position	Type of Compensation Security	Number of compensation securities, number of underlying securities and % of class(2)		Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Inder Saini, Chief Financial Officer	Options	1,000,000	2.43%	June 30, 2022	0.13	0.13	0.05	June 30, 2029

Notes:

(1) 250,000 options described in the table above vested upon grant, with 250,000 additional options vesting on each of the first, second, and third anniversaries of the grant date.

(2) Each option is exercisable for one Common Share. The percentage of class represents the percentage of the outstanding Common Shares represented by the underlying Common Shares as at the date hereof, after accounting for the exercise of the option. For further information, please see “Stock Options and Other Incentive Plans”.

Option Based Awards – Named Executive Officers

As of December 31, 2022, no share-based or option-based awards were outstanding for the Named Executive Officers and Directors other than as described in the table below.

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Total Compensation Securities Held by Directors and NEOs as at December 31, 2022	Total Compensation Securities Held by Directors and NEOs as at December 31, 2022
Sanjeev Sharma	518,869
Brad Badeau	140,235
Harry Jacobson	140,235
Sunil Sharma	322,540
Inder Saini	1,000,000
Chris Schnarr	270,735
Total	2,392,614

No compensation securities of the Corporation have been exercised by any director or NEO to date.

Stock Options and Other Incentive Plans

Stock Option Plan

See “Business of the Meeting – Approval of the Amendment to the Existing Rolling Stock Option Plan to a 20% Fixed Plan” for a description of the material terms of the Stock Option Plan. The Stock Option Plan is required to be approved at the Meeting pursuant to TSXV Policy 4.4 - Incentive Stock Options .

Employment, Consulting, and Management Agreements

Pursuant to a consulting contract with the Corporation, 2674267 Ontario Inc., a corporation wholly owned by Mr. Inder Saini, is engaged by the Corporation to provide Mr. Saini’s services in the capacity of a Chief Financial Officer for monthly compensation of $20,833.33. Pursuant to the engagement, the management corporation is also entitled to receive options under the Corporation’s equity incentive plans, may become eligible for bonuses of either or both of cash or securities if approved by the Board for performance in the areas of raising finances, achieving revenue, EBITDA or market capitalization targets, and may be reimbursed for certain expenses incurred in connection with the services provided. The agreement is terminable by Mr. Saini on no less than 90 days written notice, and by the Corporation without notice upon the occurrence of certain events of default under the agreement, or upon twelve months of notice. No other change of control, severance, termination or constructive dismissal provisions or benefits are provided for in the agreement.

Mr. Sunil Sharma entered into an executive employment agreement with the Corporation on the terms described below, and Dr. Sanjeev Sharma is expected to enter into an employment agreement with the Corporation on broadly the same terms as Mr. Sunil Sharma. The relevant provisions of the employment agreement with Mr. Sunil Sharma and expected employment agreement with Dr. Sanjeev Sharma are as follows:

1. Each executive will receive a base salary. Mr. Sunil Sharma’s base salary will be $120,000 per annum and Mr. Sanjeev Sharma’s will be $150,000 per annum.

2. Each executive will be eligible to earn a bonus of up to an agreed upon percentage of base salary. The percentage under Mr. Sunil Sharma’s executive employment agreements is 30%. The bonus will be earned depending on achievement of annually defined performance criteria and goals that are expected to be determined with the Compensation and Governance Committee .

3. Each executive will be eligible to be issued stock options in accordance with the Stock Option Plan and to participate in group benefit plans, including medical, dental, life, and accidental death and dismemberment coverage.

4. While the Corporation will reimburses its executive officers for expenses incurred in the course of performing their duties as executive officers of the Corporation, the Corporation does not plan to offer any compensation that would be considered a perquisite or personal benefit to its executive officers.

5. 13 -

6. Payment in lieu of notice will be paid if the executive is termination by the Corporation without cause. The lump sum payment will be calculated on base salary only and will be equal to six months notice plus an additional one month’s notice for every completed year of service following the execution of the agreement up to a maximum of 18 months. Bonus owing up to the date of termination and for the notice period will be paid.

7. Mr. Sunil Sharma is subject to an eighteen-month non-solicitation and non-competition period upon termination of his employment agreement. The employment agreement with Dr. Sanjeev Sharma is expected to include comparable restrictions for a comparable period.

Oversight and Description of Director and Named Executive Officer Compensation

Compensation of Directors

Director compensation is considered and approved by the Compensation and Governance Committee and the Board. Long term incentives such as stock options are granted to directors by the Board from time to time on the basis of corporate performance, competitiveness with comparable companies in the healthcare technology industry, and the need to align the incentives of directors with the best interests of the Corporation. The Compensation and Governance Committee consists of Chris Schnarr, Brad Badeau, and Dr. Harry Jacobson.

Compensation of Named Executive Officers

The Board determines the compensation of the NEOs based upon an annual recommendation by the Compensation and Governance Committee. The Compensation and Governance Committee bases its recommendations for NEO compensation on the following factors:

• (a) the compensation of Chief Executive Officers and senior executives at comparable companies in the healthcare technology industry;

• (b) the Corporation’s performance and relative shareholder return; and

• (c) input from the Chief Executive Officer on the compensation of executive officers other than the Chief Executive Officer.

Long-Term Incentive Plans

The long-term incentive plans of the Corporation are intended to align the interests of NEOs with those of the Corporation by linking individual compensation to the performance of the Corporation. The Compensation and Governance Committee is responsible for setting and amending any equity incentive plans under which option-based awards are granted, including stock options issued pursuant to the Stock Option Plan. The Corporation enacted the Stock Option Plan for the benefit of eligible directors, officers, employees and consultants of the Corporation and its designated affiliates, including the NEOs.

Stock options are granted at the discretion of the Board, typically in connection to the Compensation and Governance Committee ’s recommendation with respect to NEO compensation. Options may also be granted to executives upon hire or promotion and as special recognition for extraordinary performance. Factors that the Board takes into account when deciding to grant stock options to an NEO include (i) the NEO’s performance, (ii) the NEO’s level of responsibility within the Corporation, (iii) the number and exercise price of options previously issued to the NEO; and (iv) the overall mix of compensation being provided to the NEO.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth all compensation plans under which equity securities of the Corporation were authorized for issuance as of the end of the Corporation’s most recently completed financial year.

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	3,917,140 Options	$0.41	197,079
Equity compensation plans not approved by securityholders	Nil	N/A	N/A
Total	3,917,140	$0.41	197,079

Indebtedness of Directors and Senior Officers

No director, executive officer, employee, former executive officer, former director or former employee, or any associate of any such person, is or has been at any time during the most recently completed financial year and to the date hereof indebted to the Corporation or any of its subsidiaries nor is or at any time during the most recently completed financial year and to the date hereof has any indebtedness of any such person to another entity been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

Interests of Informed Persons in Material Transactions

No director, executive officer, or person or company that beneficially owns, or controls or directs, directly or indirectly, including those that own more than 10 percent of any class or series of the Corporation’s issued and outstanding voting securities or any associate or affiliates of any of the foregoing persons or companies, had any material interest, directly or indirectly, in any transaction of the Corporation during the most recently completed financial year and to the date hereof that has materially affected or is reasonably expected to materially affect the Corporation and who are entitled to receive any extra or special benefit or advantage not shared on a proportionate basis by all holders of the same class of securities.

STATEMENT OF CORPORATE GOVERNANCE

The Board of Directors

National Instrument 58-101 (“ NI 58-101 ”) defines an “independent director” as a director who has no direct or indirect material relationship with the Corporation. NI 58-101 defines a “material relationship” as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member’s independent judgement. The Board currently comprises five members, three of whom the Board has determined are “independent directors” within the meaning of NI 58-101.

Mr. Sanjeev Sharma is considered to be not independent within the meaning of NI 58-101 by virtue of his position as Chief Executive Officer of the Corporation.

Mr. Sunil Sharma is considered to be not independent within the meaning of NI 58-101 by virtue of being an immediate family member of Mr. Sanjeev Sharma.

Messrs. Jacobson, Schnarr and Badeau are considered independent directors of the Corporation within the meaning of NI 58-101.

The Board believes that it functions independently of management and has taken steps to ensure that adequate structures and processes are in place to foster such independence, including establishing an audit committee composed

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entirely of independent directors, and a compensation and governance committee composed entirely of independent directors. In addition, the independent directors hold in camera sessions without management present at meetings of the Board when considered necessary.

Directorships

Other than Mr. Chris Schnarr, who is a director of Vitalhub Corp. since December 2016, a reporting listed issuer on TSX, and The Green Organic Dutchman Holdings Ltd. since January 2021, a reporting listed issuer on CSE, no other director of the Corporation is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction.

Orientation and Continuing Education

While the Corporation currently has no formal orientation and education program for new directors, sufficient information (such as recent financial statements, prospectuses and proxy solicitation materials) is provided to any new director to ensure that new directors are familiarized with the Corporation’s business and the procedures of the Board. In addition, new directors are encouraged to visit and meet with management on a regular basis. The Corporation also encourages continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Corporation.

Ethical Business Conduct

In addition to the fiduciary obligations placed on directors pursuant to applicable corporate laws, the Corporation has adopted a Code of Business Conduct and Ethics (“ Code ”) to embody the commitment of the Corporation and its subsidiaries to conduct its business in accordance with all applicable laws, rules and regulations and high ethical standards. The Code applies to every employee of the Corporation and its subsidiaries, including the Corporation’s and its subsidiaries directors, officers, employees and consultants. Contractors and third party vendors are also expected to meet the standards contained in the Code.

This Code applies to situations that personnel may encounter during the course of conducting the Corporation’s business. As with all guidelines or principles, the Corporation’s personnel are expected to use their own judgment and discretion, having regard to these standards, to determine the best course of action for specific situations.

The Corporation’s employees, consultants, officers and directors are required by the Code to act with honesty, integrity and impartiality and conduct all business in a manner that complies with laws, rules and regulations and policies of the Corporation; avoids conflicts of interest; protects confidential information, in accordance with the Corporation’s Disclosure and Insider Trading Policy; and adheres to good disclosure practices, in accordance with applicable legal and regulatory requirements.

The Code provides that violations will result in disciplinary action, up to and including termination.

Management is responsible for the communication of the Code and is expected to encourage and promote a culture of ethical business conduct.

Nomination of Directors

In addition to informal selection and nomination procedures appropriate for an issuer of the Corporation’s size and stage of development engendered through extensive industry and capital markets participation, the Corporation has instituted a Corporate Governance and Nominating Committee, the charter of which provides that its mandate and responsibilities include:

• determining the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director;

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• identifying, attracting and screening individuals qualified to become members of the Board and reviewing potential nominees proposed by management, stockholders or others, in accordance with the Corporation’s policies and standards; and

• to make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a shareholder vote at an annual meeting of shareholders or for appointment by the Board, as the case may be, pursuant to the Company’s Articles, which recommendations shall be consistent with the Board’s criteria for selecting new directors.

There are currently no formal procedures in place for identifying new candidates to serve as directors.

Compensation

The Board determines the compensation of the Corporation’s directors and executive officers based on the recommendations of the Compensation and Governance Committee . The Compensation and Governance Committee is composed entirely of independent directors. See “Executive Compensation” above.

The Compensation and Governance Committee’s role with respect to executive compensation is to establish, review and oversee the compensation policies of the Corporation and compensation of the named executive officers, in consultation with the Chief Executive Officer. In the performance of its duties, the Committee is be guided by the following principles: (i) offering competitive compensation to attract, retain and motivate qualified executives in order for the Corporation to meet its goals; (ii) aligning the interests of the Board and other senior management members with the Corporation’s shareholders; and (iii) acting in the interests of the Corporation and its shareholders by being fiscally responsible.

The Compensation and Governance Committee’s mandate with respect to compensation includes reviewing the compensation structure and policies in respect of senior management and recommending any changes to such structure and policies to the Board for consideration, on an annual basis, having regard to the Corporation’s competitive position, individual performance, professional advice; and industry peer comparison. The Compensation and Governance Committee will also seek and consider the Chief Executive Officer’s recommendations for compensation of the other members of senior management and recommend any changes to such compensation to the Board for consideration, review the Corporation’s incentive compensation and other equity-based plans and recommend changes to such plans to the Board when necessary, and exercise all authority of the Board with respect to the administration of such plans, and annually review directors’ compensation and recommend any changes to the Board for consideration.

In carrying out its mandate, the Compensation and Governance Committee will seek to ensure the Corporation’s compensation policies for directors and senior management:

properly reflect their respective duties and responsibilities, are competitive in attracting, retaining and motivating qualified candidates for such roles, align the interests of the directors and senior management with that of shareholders and the Corporation as a whole, do not encourage excessive risk-taking; and are based on established corporate and individual performance goals and objectives.

Assessments

In addition to period informal assessment procedures commensurate with an issuer of the Corporation’s size and stage of development, the Corporation has adopted Board charter that provides the Board shall, on an annual basis, evaluate and review its performance as a whole, as well as the performance of each individual director while taking into account: (i) in the case of the Board as a whole, the Board charter, and (ii) in the case of an individual director, the applicable position description(s), as well as the competencies and skills each individual director is expected to contribute to the Board.

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AUDIT COMMITTEE

Audit Committee Charter

The role of the audit committee of the Corporation (the “ Audit Committee ”) is to act in an objective, independent capacity as a liaison between the auditors, management and the board of directors and to ensure the auditors have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. A copy of the charter of the Audit Committee is attached as Schedule A hereto.

Composition of the Audit Committee

At present, the Audit Committee consists of Messrs. Jacobson, Schnarr and Badeau and each are independent within the meaning of that term as defined in sections 1.4 and 1.5 of National Instrument 52–110 Audit Committees (“ NI 52– 110 ”). Mr. Schnarr serves as chair of the Audit Committee. All members of the Audit Committee are financially literate as required by Section 3.1(4) of NI 52-110.

Relevant Education and Experience

Mr. Badeau is past President and Chief Operating Officer of Trimark Investment Management Inc., and was also Senior Vice President and Chief Financial Officer of Burgundy Asset Management, where he had been responsible for all functions other than portfolio management, sales and marketing and led the organization through substantial growth. Mr. Badeau has served as director on a number of corporation and philanthropic boards, notably as previous Vice Chair of L’Arche Canada Foundation and Chairman of the KiBo Foundation. Mr. Badeau supports both discovery and applied research across every stage of the financing cycle, and was a co-Founder of CertaPay Inc. (now Interac E-Transfer), and a Co-Founder of the Canadian Securities Exchange.

Dr. Jacobson is a physician, entrepreneur, and investor. Since graduating from the University of Illinois Medical School in 1972, Dr. Jacobson has practiced medicine, and taught on the as a faculty member of UT Southwestern (1978-1985) and Vanderbilt Medical Center (1985-1997). In 1997, Dr. Jacobson became Vice Chancellor of Health Affairs at Vanderbilt University and CEO at the Medical Centre, seeing the centre grow from $750 M to $2.25 B in revenue during his tenure. As CEO of VUMC, Dr. Jacobson chaired the Chancellor’s Fund and oversaw the University’s technology transfer operations during which time the fund, alongside $250 M of institutional capital, invested in 29 startup companies created from Vanderbilt intellectual property through the technology transfer offices. The Chancellor’s Fund returned 2.4x cash on cash with several portfolio companies yet to exit. Dr. Jacobson has also founded or co-founded many companies including Contact Software (acquired in 1993 by Symantec ) Renal Care Group (RCG:NYSE), a leading dialysis service provider acquired by Fresenius in 2006; Ambulatory Services of America, a diversified outpatient services provider acquired by U.S. Renal in 2013; CeloNova Biosciences (funded by MedCare), a medical device company with two major product lines, one of which was sold to Boston Scientific for up to $270 M in 2015; and MindCare Solutions (funded by Medcare and WP Global), a tele-behavioral health company. Dr. Jacobson has served on the boards of three NYSE-listed companies, including KCI (2004-2011), Renal Care Group (1995-2006) and Merck (2007-2013). He currently he serves on the Board of Ingram Industries and on the boards of several MedCare Portfolio Companies. In 2002, Dr. Jacobson he was named Ernst and Young Southeast Entrepreneur of the Year and has been recognized as one of the top 50 most Powerful Physicians Executives in America.

Mr. Schnarr is an entrepreneur with over 30 years of experience across a range of industries including founding, managing, and advising growth companies with respect to strategy, corporate finance, sales and marketing, operations, corporate development, M&A, and governance, both in the private and public realm. Mr. Schnarr’s Board member experience is expansive, and includes TSXV, TSX, and NYSE listed companies. Mr. Schnarr has extensive Board committee experience, including Audit (Chair) and Governance and Compensation (Chair). His industry experience includes healthcare, software, technology, communications, agriculture & food, NHP/OTC/CPG, and pharma/biotech. Mr. Schnarr is a graduate of the Director’s Education Program at Rotman School of Business and holds the ICD.D designation.

Each member of the Audit Committee has a general understanding of the accounting principles used by the Corporation to prepare its financial statements and seeks clarification from the Corporation’s auditors where required.

• 18 -

Each of the members of the Audit Committee also has direct experience in understanding accounting principles for reporting companies and experience in supervising one or more individuals engaged in the accounting for estimates, accruals and reserves and experience preparing, auditing analyzing or evaluating financial statements similar in complexity to those of the Corporation. Each of the members of the Audit Committee also has an understanding of the internal controls and procedures for financial reporting.

Audit Committee Oversight

From the commencement of the Corporation’s most recently completed financial year to the date hereof, there has not been any recommendation of the Audit Committee to nominate or compensate an external auditor that was not adopted by the Board.

Reliance on Certain Exemptions

The Corporation has not relied on any exemptions under section 2.4 De Minimis Non-audit Services of NI 52–110, in whole or in part, or under Part 8 of NI 52-110 during its most recently completed financial year.

Pre-Approval Policies and Procedures

The Audit Committee’s policies and procedures for the engagement of external auditors for non-audit services is that such services require the pre-approval of the Audit Committee.

External Auditor Services Fees (By Category)

The following tables sets out the “audit fees”, “audit-related fees”, “tax fees” and “other fees” billed by the Corporation’s external auditor for the last two fully-completed financial years of the Corporation. As of the date of the Circular, the audit for the year ended December 31, 2022 is ongoing.

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
For the Year ended December 31, 2021	$199,851	$49,648	$10,697	$65,975
For the Year ended December 31, 2022	$179,700	$0	$0	$43,166

Notes:

(1) “ Audit fees'' include fees necessary to perform the annual audit of the Corporation's consolidated financial statements. Audit fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “ Audit-related fees ” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “ Tax fees ” include fees for all tax services other than those included in Audit fees. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice include assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “ All other fees ” include all other non-audit services.

Exemption

The Corporation is relying upon the exemption set out in section 6.1 of NI 52–110 that provides that the Corporation, as a venture issuer, is not required to comply with Part 3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52–110.

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OTHER INFORMATION

Directors’ and Officers’ Liability Insurance

Pursuant to the Ontario Business Corporations Act , the Corporation may purchase and maintain insurance for the benefit of any current or former director or officer of the Corporation or other individuals who act at the Corporation’s request in that or in a similar capacity against any liability incurred by the individual in that capacity. The Corporation maintains directors and officer’s insurance for the protection of its directors and officers from certain claims incurred in the course of their duties to the Corporation. The total premium paid for one year of insurance was approximately $169,479 for up to $6,000,000 in coverage. The policy generally includes a retention amount of approximately $10,000.

Additional Information

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Shareholders may contact the Chief Executive Officer of the Corporation at ir@highmark.tech, Telephone: +1-855-969-5079, to request copies of the Corporation’s financial statements and management’s discussion and analysis (“ MD&A ”). Financial information is provided in the Corporation’s comparative financial statements and MD&A for the most recent completed financial year. These documents are also available through the internet on SEDAR, which can be accessed at www.sedar.com.

APPROVAL OF THE DIRECTORS

The Board has approved of the contents and the distribution of this Circular.

BY ORDER OF THE BOARD OF DIRECTORS

“Sanjeev Sharma” Chief Executive Officer

January 5, 2023

SCHEDULE “A”

HIGHMARK INTERACTIVE INC. AUDIT COMMITTEE CHARTER

I. Purpose

The Audit Committee (the “Audit Committee”) is a committee of directors appointed by the Board of Directors of the Company (the “Board”). The Audit Committee’s mandate is to provide assistance to the Board in fulfilling its financial reporting and control responsibility to the shareholders and the investment community. The Committee is, however, independent of the Board and the Company and in carrying out their role shall have the ability to determine its own agenda and any additional activities that the Audit Committee shall carry out.

II. Composition

The Committee will be comprised of at least three directors of the Company, all of whom, subject to any exemptions set out in National Instrument 52-110 Audit Committees (“NI-52-110”) will be independent and financially literate. In addition, at least one member of the Audit Committee shall have accounting or related financial expertise as such qualifications are interpreted by the Board. An “independent” director is a director who has no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of the director’s independent judgement or a relationship deemed to be a material relationship pursuant to Sections 1.4 and 1.5 of NI-52-110, as set out in Schedule “A” hereto. A “financially literate” director is a director who has the ability to read and understand a set of financial instruments that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of the Company.

III. Responsibilities

Responsibilities of the Audit Committee generally include, but are not limited to, the undertaking of the following tasks:

• Selecting and determining the compensation of the external auditors, subject to approval of the shareholders of the Company, to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company. In making such determination and recommendation to the shareholders, the Audit Committee will:

• confirm the independence of the auditors and report to the Board its conclusions on the independence of the auditors and the basis for these conclusions;

• meet with the auditors and financial management to review the scope of the proposed audit for the current year, and the audit procedures to be used; and

• obtain from the external auditors confirmation that they are participants in good standing in the Canadian Public Accountability Board oversight program and, if applicable, in compliance with the provisions of the Sarbanes-Oxley Act of 2002 (U.S.) and other legal or regulatory requirements with respect to the audit of the financial statements of the Company.

• Overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting. In overseeing such work, the Audit Committee will:

• review with the external auditors any audit problems or difficulties and management’s response;

• at least annually obtain and review a report prepared by the external auditors describing (i) the auditors’ internal quality-control procedures; and (ii) any material issues raised by

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the most recent internal quality-control review, or peer review, of the auditors, and reviewing any steps taken to deal with such issues;

• serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system and overseeing management’s reporting on internal control;

• provide open lines of communication among the external auditors, financial and senior management, and the Board for financial reporting and control matters;

• make inquires of management and the external auditors to identify significant business, political, financial and control risks and exposures and assess the steps management has taken to minimize such risks to the Company;

• establish procedures to ensure that the Audit Committee meets with the external auditors on a regular basis in the absence of management;

• ensure that the external auditors prepare and deliver annually a detailed report covering (i) critical accounting policies and practices to be used; (ii) material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; (iii) other material written communications between the external auditors and management such as any management letter or schedule of unadjusted differences; and (iv) such other aspects as may be required by the Audit Committee or legal or regulatory requirements;

• consider any reports or communications (and management's responses thereto) submitted to the Audit Committee by the external auditors, including reports and communications related to:

• deficiencies noted following the audit of the design and operation of internal controls;

• consideration of fraud in the audit of the financial statement;

• detection of illegal acts;

• the external auditors responsibility under generally accepted auditing standards;

• significant accounting policies;

• management judgements and accounting estimates;

• adjustments arising from the audit;

• the responsibility of the external auditors for other information in documents containing audited financial statements;

• disagreements with management;

• consultation by management with other accountants;

• major issues discussed with management prior to retention of the external auditors;

• difficulties encountered with management in performing the audit;

• the external auditors judgements about the quality of the entity's accounting principles; and

• any reviews of unaudited interim financial information conducted by the external auditors;

• review the form of opinion the external auditors propose to render to the Audit Committee, the Board and shareholders; and

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• discuss significant changes to the Company's auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the external auditors or management, and the financial impact thereof.

• Pre-approving all non-audit services to be provided to the Company or its subsidiaries by the Company’s external auditor, subject to any exemptions set out in NI-52-110. Notwithstanding the pre-approval process, the Audit Committee will ensure that the external auditors are prohibited from providing the following non-audit services and will determine which other non-audit services the external auditors are prohibited from providing:

• bookkeeping or other services related to the accounting records or financial statements of the Company;

• financial information systems design and implementation;

• appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

• actuarial services;

• internal audit outsourcing services;

• management functions or human resources;

• broker, dealer, investment adviser or investment banking services;

• legal services and expert services unrelated to the audit; and

• any other service that the Audit Committee determines to be impermissible.

• Ensuring that the external auditors submit annually to the Company and the Audit Committee a formal written statement of the fees billed for each of the following categories of services rendered by the external auditors: (i) the audit of the Company’s annual financial statements for the most recent fiscal year and, if applicable, the reviews of the financial statements included in the Company’s Quarterly Reports for that fiscal year; and (ii) all other services rendered by the external auditors for the most recent fiscal year, in the aggregate and by each service.

• Reviewing the Company’s financial statements, Management’s Discussion and Analysis and annual and interim earnings press releases before the Company publicly discloses the information. In connection with such review, the Audit Committee will ensure that:

• (a) management has reviewed the financial statements with the Audit Committee, including significant judgments affecting the financial statements;

• (b) the members of the Audit Committee have discussed among themselves, without management or the external auditors present, the information disclosed to the Audit Committee; and

• (c) the Audit Committee has received the assurance of both financial management and the external auditors that the Company’s financial statements are fairly presented in conformity with International Financial Reporting Standards in all material respects.

• Ensuring that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to above, and periodically assessing the adequacy of those procedures.

• Reviewing, evaluating and monitoring any risk management program implemented by the Company, including any revenue protection program. This function should include:

• risk assessment;

• quantification of exposure;

• risk mitigation measures; and

• risk reporting.

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• Reviewing the adequacy of the resources of the finance and accounting group, along with its development and succession plans.

• Establishing procedures for:

• the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

• the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

• Reviewing and approving the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

• Annually reviewing and revising this Charter as necessary with the approval of the Board and the text relating to this Charter which is required to appear in the Annual Information Form or management proxy circular of the Company, as more specifically set out in Form 52-110FI Audit Committee Information Required in an AIF and Form 52-110F2 Disclosure by Venture Issuers as applicable.

• Reviewing and assessing the adequacy of the Code of Business Conduct and Ethics governing the officers, directors and employees of the Company and the Code of Ethics governing Financial Reporting Officers at least annually or otherwise, as it deems appropriate, and propose recommended changes to the Board.

• Reporting its activities to the Board on a regular basis and making such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate.

• Reviewing and discussing with management, and approving all related party transactions.

IV. Authority

The Audit Committee has the authority to:

• Engage independent counsel and other advisors as the Audit Committee determines necessary to carry out its duties;

• Set and pay the compensation for any advisors employed by the Audit Committee, in accordance with applicable corporate statutes; and

• Communicate directly with the external auditors.

V. Administrative Procedures

• The Audit Committee will meet regularly and whenever necessary to perform the duties described above in a timely manner, but not less than four times a year. Meetings may be held at any time deemed appropriate by the Audit Committee and by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

• A quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee or such greater number as the Committee shall by resolution determine.

• Meetings of the shall be held from time to time as the Committee or the Chairman shall determine upon 48 hours’ notice to each of its members. The notice period may be waived by a quorum of the Committee.

• At the discretion of the Audit Committee, meetings may be held with representatives of the external auditors and appropriate members of management.

• The external auditors will have direct access to the Audit Committee at their own initiative.

• The Chairman of the Audit Committee will report periodically to the Board.

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Schedule “A” to Audit Committee Charter

National Instrument 52-110 Audit Committees (“NI-52-110”)

Meaning of Independence (section 1.4 of NI 52-110):

(1) An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.

(2) For the purposes of subsection (1), a "material relationship" is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgment.

• (3) Despite subsection (2), the following individuals are considered to have a material relationship with an

issuer:

• (a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer;

• (b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;

• (c) an individual who:

• (i) is a partner of a firm that is the issuer's internal or external auditor,

• (ii) is an employee of that firm, or

• (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

• (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

• (i) is a partner of a firm that is the issuer's internal or external auditor,

• (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

• (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

• (e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and

• (f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.

(4) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because

• (a) he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or

• (b) he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005.

(5) For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.

• (6) For the purposes of clause (3)(f), direct compensation does not include:

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• (a) remuneration for acting as a member of the board of directors or of any board committee of the issuer, and

• (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

(7) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member

• (a) has previously acted as an interim chief executive officer of the issuer, or

• (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.

• (8) For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer.

Additional Independence Requirements for Audit Committee Members (section 1.5 of NI- 52-110):

• (1) Despite any determination made under section 1.4 of NI- 52-110, an individual who

• (a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or

• (b) is an affiliated entity of the issuer or any of its subsidiary entities,

is considered to have a material relationship with the issuer.

(2) For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by

• (a) an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or

• (b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.

(3) For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

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