Highmark Interactive Inc. — Proxy Solicitation & Information Statement 2021

Aug 27, 2021

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NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

SPECIAL MEETING OF THE SHAREHOLDERS OF STORMCROW HOLDINGS CORP.

September 17, 2021 10:00 a.m. (Toronto Time) Local – Toronto (+1) 416 764 8658 Toll Free - North America (+1) 888 886 7786

NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS OF STORMCROW HOLDINGS CORP.

NOTICE IS HEREBY GIVEN that a Special Meeting (the “ Meeting ”) of the shareholders of Stormcrow Holdings Corp. (the “ Corporation ”) will be held on September 17, 2021 at 10:00 a.m. (Toronto time) by teleconference at Local – Toronto (+1) 416 764 8658, Toll Free - North America (+1) 888 886 7786 for the following purposes:

1. To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set out in the Circular, to approve certain amendments to the Corporation’s CPC escrow agreement in accordance with certain changes to TSX Venture Exchange Policy 2.4 – Capital Pool Companies (“Policy 2.4);

2. To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set out in the Circular, to remove the consequences associated with the Corporation not completing a Qualifying Transaction within 24 months of its listing date in accordance with certain changes to Policy 2.4; and

3. to transact such further and other business as may properly come before the meeting or any adjournment or adjournments thereof.

The board of directors of the Corporation has set August 16, 2021 as the record date for the determination of shareholders entitled to receive notice of, and to vote at, this special meeting and any adjournment thereof.

A registered shareholder who is unable to attend the meeting in person and who wishes to ensure that such registered shareholder’s shares will be voted at the meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Circular accompanying this notice of meeting.

Dated at Toronto, Ontario this 16[th] day of August, 2021.

BY ORDER OF THE BOARD

/s/ “Chris Schnarr”

Chris Schnarr Director, Chief Executive Officer and Chief Financial Officer

NOTES:

1. Shareholders registered on the books of the Corporation at the close of business on August 16, 2021 are entitled to notice of the meeting. Shareholders registered on the books of the Corporation at the close of business on August 16, 2021 are entitled to vote at the meeting.

2. The directors of the Corporation have fixed a time that is not less than 24 hours (excluding Saturdays, Sundays and statutory holidays) before the meeting or any adjournment thereof as the time before which the instrument of proxy to be used at the meeting must be deposited with the Corporation’s registrar and transfer agent, TSX Trust Company, at 100 Adelaide St W #301, Toronto, ON M5H 4H1.

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10 Kingsbridge Garden Circle, Suite 700, Mississauga, Ontario, L5R 3K6

STORMCROW HOLDINGS CORP.

MANAGEMENT INFORMATION CIRCULAR

For the Special Meeting of Shareholders to be held on September 17, 2021

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

The information contained in this management information circular (the “ Circular ”) is furnished to the holders of common shares (the “ Common Shares ”, and such shareholders, the “ Shareholders ”) of Stormcrow Holdings Corp. (the “ Corporation ” or “ Stormcrow ”) in connection with the solicitation by management of the Corporation of proxies to be voted at the special meeting (the “ Meeting ”) of the Shareholders to be held at 10:00 a.m. on September 17, 2021 by teleconference at Local – Toronto (+1) 416 764 8658, Toll Free - North America (+1) 888 886 7786 for the purposes set forth in the accompanying notice of the Meeting (the “ Notice of Meeting ”) and at any adjournment thereof. Unless otherwise stated the information provided in this Circular is provided as of August 16, 2021.

The solicitation of proxies is made on behalf of the management of the Corporation. Such solicitation will be made primarily by mail, but proxies may be solicited personally or by telephone by directors and officers of the Corporation, who will not be remunerated therefor. The costs incurred in the preparation and mailing of the form of proxy, Notice of Meeting and, when required, this Circular will be borne by the Corporation. The cost of the solicitation will be borne by the Corporation.

The Corporation has set August 16, 2021 as the record date (the “ Record Date ”) for the Meeting, being the date for the determination of shareholders of record entitled to vote at, this special meeting and any adjournment thereof.

APPOINTMENT OF PROXYHOLDERS

The persons named in the form of proxy are directors and/or officers of the Corporation. A Shareholder has the right to appoint, as proxyholder or alternate proxyholder, a person, persons or a company (who need not be a Shareholder) to represent such Shareholder at the meeting, other than any of the persons designated in the form of proxy, and may do so either by inserting the name of his chosen nominee in the space provided for that purpose on the form and striking out the other names on the form, or by completing another proper form of proxy.

DEPOSIT OF PROXY

An appointment of a proxyholder or alternate proxyholders, by resolution of the directors duly passed, WILL NOT BE VALID FOR THE MEETING OR ANY ADJOURNMENT THEREOF UNLESS IT IS DEPOSITED WITH THE CORPORATION’S REGISTRAR AND TRANSFER AGENT, TSX TRUST, AT 100 ADELAIDE ST W #301, TORONTO, ON M5H 4H1, NOT LATER THAN 24 HOURS PRIOR TO THE MEETING OR ANY ADJOURNMENT THEREOF.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke the proxy:

• (a) by depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or

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

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

EXERCISE OF DISCRETION

A Shareholder forwarding the form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the instructions, if any, of the Shareholder on any ballot that may be called for. If the Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly by the proxy.

In the absence of such direction in respect of a particular matter, such shares will be voted in favour of such matter. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date of this Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendments, variations or other matters which are not now known to the management of the Corporation should properly come before the Meeting, the shares represented by the proxies hereby solicited will be voted thereon in accordance with the best judgment of the person or persons voting such proxies.

Approval of the special resolution approving the Consolidation, Name Change and Change of Address requires the affirmative vote of at least two-thirds of the votes cast at the Meeting, and all other matters to be voted upon as set forth in the Notice of Meeting require approval by a simple majority of all votes cast at the Meeting.

NON-REGISTERED HOLDERS

Only registered holders of Common Shares or the persons they appoint as their proxies are permitted to vote at the Meeting. Some Shareholders may be “non-registered” Shareholders (“ Non-Registered Shareholders ”) because the shares they own are not registered in their names but are instead either (i) registered in the name of an intermediary (the “ Intermediary ”) that the Non-Registered Shareholder deals with in respect of the Common Shares, such as, among others, brokerage firms, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has distributed copies of the Notice of Meeting a form of proxy, and in certain cases a copy of this Circular (collectively the “ Meeting Materials ”) to Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders of Common Shares if requested by those Shareholders.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Circular contains “forward looking information”, within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the completion of the Amalgamation, as defined herein; receipt of regulatory approval; benefits of the Amalgamation; business strategy, proposed acquisitions, budgets, projected costs and plans and objectives

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of or involving Highmark Innovations Inc. (“ Highmark ”) or Stormcrow. Shareholders can identify many of these statements by looking for words such as “believes”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof. These forward looking statements include statements and assumptions with respect to: foreign currency fluctuations, the timing and amount of estimated future production, costs of production and development, capital expenditures, requirements for additional capital, statutory and regulatory compliance, changes to laws, regulations and permits governing operations of Highmark, labour disputes, environmental risks, limitations on insurance coverage, dependence on key management employees, conflicts of interest, significant and increasing competition in the mobile gaming industry, stock price and volume volatility and the closing date of the transactions as well as the stock exchange listing of securities to be issued pursuant to the transactions. There can be no assurance that the plans, intentions or expectations upon which these forward looking statements are based will occur. Forward looking statements are subject to risks, uncertainties and assumptions, including those discussed elsewhere in this Circular. The forward looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward looking statements included herein are made as of the date of this Circular and, except as required under applicable securities laws, Stromcrow and Highmark undertake no obligation to publicly update such forward looking statements to reflect new information, subsequent events or otherwise.

Notice Regarding Information. The information contained in this Circular is given as at August 16, 2021 except where otherwise noted. The information in this Circular concerning Highmark is based solely upon information provided to the Corporation by Highmark, and the Corporation has relied exclusively upon Highmark for such information without independent verification by the Corporation. Although the Corporation does not have any knowledge that would indicate that any such information is untrue or incomplete, neither the Corporation nor any director or officer of the Corporation assumes any responsibility for the accuracy or completeness of such information. Unless otherwise indicated, all dollar references in this Circular are to Canadian dollars.

VOTING SHARES AND PRINCIPAL HOLDERS

The Corporation is authorized to issue an unlimited number of Common Shares. As of August 16, 2021, the Corporation has issued and outstanding 26,100,000 fully paid and non-assessable Common Shares. All of the outstanding Common Shares are entitled to be voted at the Meeting and the resolutions approving the Name Change, Consolidation and Change of Address will each be a special resolution requiring for its approval at least two-thirds of the votes cast by Shareholders in attendance at the Meeting (in person or by proxy), and each other resolution identified in the accompanying Notice of Meeting will be an ordinary resolution requiring for its approval a majority of the votes cast by Shareholders in attendance at the Meeting (in person or by proxy) in respect of the resolution.

The Record Date for the Meeting is August 16, 2021. Each holder of Common Shares is entitled to one vote for each Common Share shown as registered in such holder’s name on the list of Shareholders prepared as of the close of business on the Record Date with respect to all matters to be voted on at the Meeting.

To the knowledge of the directors and senior officers of the Corporation, as of the date hereof no person beneficially owns, directly or indirectly, or exercises control over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares of the Corporation, except as follows:

Name	Number of Shares	Approximate Percentage of Total Issued
CDS & Co.(1)	20,000,000	76.63%

Note:

(1) The Corporation is not aware of the beneficial ownership of the Common Shares held by this financial intermediary.

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DESCRIPTION OF HIGHMARK TRANSACTION

On December 11, 2020, the Corporation entered into a letter of intent with Highmark which outlines the principal terms and conditions of the Highmark Transaction. As the Corporation is a Capital Pool Company, the Corporation intends for the Highmark Transaction to constitute its Qualifying Transaction, as such term is defined in the policies of the TSXV including Policy 2.4 – Capital Pool Companies (the “ CPC Policy ”). It is currently anticipated that the Corporation will acquire Highmark, by way of a three-corner amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed by the parties.

Pursuant to the Highmark Transaction it is proposed that: (i) holders of issued and outstanding common shares of Highmark (“ Highmark Shares ”), including Highmark Shares issued upon the exchange of subscription receipts issued in a private placement completed May 11, 2021 (the “ Private Placement ”), will receive 1.40235 Stormcrow Shares (post-Consolidation) for each existing Highmark Share (the “ Exchange Ratio ”) held by them; and (ii) all options, warrants, debentures or other securities convertible into existing Highmark Shares, including Highmark warrants and debentures issued in the Private Placement, shall be exchanged, based on the Exchange Ratio, for similar securities to purchase or convertible into Common Shares of the Corporation on substantially similar terms and conditions (based on the Exchange Ratio). It is anticipated that, subject to the Private Placement, immediately upon completion of the Transaction, existing shareholders of Highmark will hold approximately 72.89% of the post-Highmark Transaction Corporation (the “ Resulting Issuer ”) (on a non-diluted basis) with the existing shareholders of the Corporation holding approximately 10.87%. The remainder will be owned by shareholders who acquired Highmark Shares in the Private Placement.

Shareholders of the Corporation are not required to approve the Highmark Transaction. However, the Highmark Transaction is very important to the Corporation and certain matters to be considered at the Meeting could impact the Highmark Transaction. Full details regarding Highmark and the Highmark Transaction will be disclosed by the Corporation in a filing statement (the “ Filing Statement ”) to be prepared and filed under the CPC Policy. The Filing Statement will be posted on SEDAR at www.sedar.com prior to completion of the Highmark Transaction. Management of the Corporation will endeavor to post the Filing Statement on SEDAR as quickly as possible; however, the posting thereof will not occur until after the date of the Meeting. Shareholders are urged to review the press release issued by the Corporation on December 11, 2020 announcing the entering into of letter of intent with Highmark, the press release issued by the Corporation on May 10, 2021 describing the Private Placement and providing additional details with respect to the Highmark Transaction, and the Filing Statement of the Corporation if, as and when filed on SEDAR as it will contain important disclosure regarding the Resulting Issuer and the Highmark Transaction. There can be no assurances however that the Highmark Transaction will close, or that it will be completed on the currently disclosed terms. Subject to receipt of all approvals, the parties are seeking to close the Highmark Transaction during the third quarter of 2021.

EXECUTIVE COMPENSATION

Except as set out below or otherwise disclosed in this Circular, prior to completion of the Highmark Transaction, no payment of any kind has been made, or will be made, directly or indirectly, by the Corporation to a Non-Arm’s Length Party to the Corporation or a Non-Arm’s Length Party to the Highmark Transaction, or to any person engaged in investor relations activities in respect of the securities of the Corporation or the Resulting Issuer by any means, including:

• (a) remuneration, which includes but is not limited to:

• (i) salaries;

• (ii) consulting fees;

• (iii) management contract fees or directors’ fees;

• (iv) finders fees;

• (v) loans, advances, bonuses; and

• (b) deposits and similar payments.

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However, the Corporation may reimburse Non-Arm’s Length Parties for the Corporation’s reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value (“ Permitted Reimbursement ”), which reimbursements, since incorporation, have totaled $nil as of the date hereof. No reimbursement may be made for any payment made to lease or acquire a vehicle.

The directors and officers of the Corporation may also be granted stock options.

No payment other than the Permitted Reimbursements will be made by the Corporation or by any party on behalf of the Corporation, after completion of the Highmark Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Highmark Transaction.

Following the Completion of the Highmark Transaction, it is anticipated that the Corporation shall pay compensation to its directors and officers. However no payment other than Permitted Reimbursements will be made by the Corporation or by any party on behalf of the Corporation, after completion of the Highmark Transaction, if the payment relates to services rendered or obligations incurred or in connection with the Highmark Transaction.

Summary compensation table

The following table sets forth the compensation earned by the Named Executive Officers, as such term is defined in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“ NEOs ”), from the date of formation of the Corporation to the date of this Circular (the “ Initial Period ”).

					Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)
Name and principal= position	Period	Salary ($)	Share- based awards ($)	Option- based awards ($)	Annual incenti ve plans	Long- term incenti ve plans	Pensio n value ($)	All other compensati on ($)	Total compensati on ($)
Chris Schnarr, Director, Chief Executive Officer, Chief Financial Officer(1)	2020	Nil	Nil	78,300	Nil	Nil	Nil	Nil	78,300

Note:

(1) The fair value of the stock options was estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: dividend yield of 0%; volatility of 100%; risk free interest rate of 0.35%; and an expected life of 5 years

INCENTIVE PLAN AWARDS

Outstanding Option-Based Awards as at the date of this Circular

The following table sets forth the outstanding option-based awards of the NEOs for the Initial Period.

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		Option-based Awards	Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
Name	Number of securities underlying unexercised options (#)	Date Awarded	Option exercise price ($)	Option expiration date	Value of unexercised in-the- money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of share- based awards not paid our or distributed ($)
Chris Schnarr, Director, Chief Executive Officer, Chief Financial Officer	783,000	September 23, 2020	$0.10	September 23, 2025	15,660	Nil	Nil	Nil

Incentive Plan Awards – Value Vested or Earned During the Initial Period

The following table sets forth the value vested of option and share based awards for the NEOs:

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Chris Schnarr, Director, Chief Executive Officer, Chief Financial Officer	15,660	Nil	Nil

Existing Option Plan

The Corporation maintains a stock option plan for directors, officers, employees and consultants of the Corporation and its subsidiaries, which was established on August 21, 2020 (the “ Existing Option Plan ”). The form of the Existing Option Plan is attached hereto as Appendix “B”.

Pursuant to the Existing Option Plan, the Board of Directors of the Corporation may, from time to time, in its discretion, and in accordance with the requirements of the Exchange, grant to officers, directors, and technical consultants to the Corporation, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares exercisable for a period of up to 10 years from the date of grant. The number of Common Shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding Common Shares and the number of Common Shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding Common Shares. Options representing not more than 10% of the issued and outstanding Common Shares may be granted to Insiders within any twelve-month period. Options may be exercised within the greater of 12 months after the Completion of the Highmark Transaction and 90 days following cessation of the optionee’s position with the Corporation, provided that if the cessation of office, directorship or technical consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Any Common Shares acquired pursuant to the exercise of options prior to the completion of the

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Highmark Transaction, must be deposited in escrow and will be subject to escrow until the final Exchange Bulletin with respect to the Highmark Transaction is issued.

PENSION PLAN BENEFITS

The Corporation has no pension or retirement plans.

DIRECTOR COMPENSATION

The following table describes all compensation provided to the directors of the Corporation for the Initial Period. Please see “summary compensation table” for details with respect to directors who are also NEOs of the Corporation.

Name	Fees earned ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensatio n ($)	Pension value ($)	All other compensatio n ($)	Total compensatio n ($)
Glen Schnarr	Nil	Nil	78,300	Nil	Nil	Nil	78,300
Ravinder (Ray) Sharma	Nil	Nil	104,400	Nil	Nil	Nil	104,400

TERMINATION AND CHANGE OF CONTROL BENEFITS

None of the directors or officers of the Corporation are entitled to termination or change of control benefits.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

This table sets forth information as at the date of this Circular with respect to the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance.

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 security holders	2,610,000	$0.10	Nil
Equity compensation plans not approved by security holders	n/a	n/a	n/a

PARTICULARS OF MATTERS TO BE ACTED UPON

Elimination of the Requirement to Complete a Qualifying Transaction Within 24 Months of Listing Date and Associated Consequences

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution in the form set forth below of disinterested Shareholders removing the applicability of section 14.13 of Policy 2.4 to reflect the Updated CPC Policy, thereby removing the requirement of the Corporation to complete a Qualifying Transaction within 24 months of its date of listing on the Exchange (the “ Listing

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Date ”), and removing the associated consequences of not completing such requirement (the “ 24 Month Resolution ”).

Under Policy 2.4, if the Corporation fails to complete a Qualifying Transaction within 24 months of its Listing Date, it faces the consequences of either (i) having Common Shares delisted or suspended from the Exchange, (ii) or, subject to the approval of the majority of Shareholders, transferring the Common Shares to list on the NEX and cancelling certain seed Common Shares. The Updated CPC Policy eliminates the requirement for a Capital Pool Company, such as the Corporation, to complete a Qualifying Transaction within 24 months of the Listing Date and eliminates the associated consequences of not completing such requirement. The Corporation believes that the removal of the requirement to complete a Qualifying Transaction within 24 months of Listing Date, and the associated consequences of not completing such requirement, as exists under Policy 2.4, better positions the Corporation to continue to pursue its Qualifying Transaction if the Highmark Transaction is not completed and to better withstand any potential volatility in the capital markets due to the ongoing COVID-19 pandemic. As of the date of this Circular, management is working expeditiously to complete the Highmark Transaction and is not aware of any reason it would not be completed, subject to TSXV approval. If the 24 Month Resolution is not approved, the Corporation’s deadline to complete its Qualifying Transaction will remain as September 23, 2022.

The 24 Month Resolution requires Disinterested Approval. The directors and officers of the Corporation, representing a total of 6,000,000 Shares, will be excluded from the vote.

Management of the Corporation recommends that Shareholders vote in favor of the resolution to approve the 24 Month Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the 24 Month Resolution.

The text of the 24 Month Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the removal of the potential consequences of the Company failing to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the Exchange under Policy 2.4 in accordance with the Updated CPC Policy, is hereby authorized, confirmed and approved; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

Amendments to the Escrow Agreement

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested Shareholders in the form set out below (the “Amended Escrow Agreement Resolution”), allowing the Company to make certain amendments to the Company’s escrow agreement dated September 23, 2020 (the “Escrow Agreement”) to reflect the Updated CPC Policy.

The Escrow Agreement was initially entered into under Policy 2.4 and in the form of escrow agreement published by the Exchange as at June 14, 2010. The current Escrow Agreement imposes restrictive escrow conditions on the securities held by directors, officers and the holders of seed shares acquired prior to the completion of the Company’s IPO. For the Company, such securities are subject to restrictions on transfer until the competition of a Qualifying Transaction, after which such securities begin to be released over a 36 month period. Under the Updated CPC Policy and the new CPC Form of Escrow Agreement effective as at January 1, 2021, the Company’s escrowed securities will be subject to only an 18 month escrow release

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schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction, and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.

In addition, the Company wishes to amend the Escrow Agreement as follows to also reflect the Updated CPC Policy: (i) all options granted prior to the date the Exchange issues a final bulletin for the Company’s Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Company’s IPO with an exercise price that is less than the issue price of the Common Shares issued in the IPO and (b) any Common Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the schedule set out above.

The Amended Escrow Agreement Resolution requires Disinterested Approval. All parties to the Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 6,100,000 Common Shares, including the directors and officers the Corporation, will be excluded from the vote.

If the Amended Escrow Agreement Resolution receives Disinterested Approval, the Corporation will work with the escrow agent to finalize the amendments and a new Escrow Agreement will replace the current Escrow Agreement, and this new Escrow Agreement will be filed on SEDAR. If not approved, the current Escrow Agreement will continue in full force and effect.

Management of the Corporation recommends that Shareholders vote in favor of the resolution to approve the Amended Escrow Agreement Resolution. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the Amended Escrow Agreement Month Resolution.

The text of the Amended Escrow Agreement Resolution to be submitted to disinterested Shareholders at the Meeting is set forth below:

“BE IT RESOLVED THAT:

1. subject to the approval of the Exchange, the Company is authorized and approved to amend the Escrow Agreement to make the changes as are deemed necessary for the Escrow Agreement to reflect the Updated CPC Policy, including the changes to the escrow release schedule contained in the Updated CPC Policy; and

2. any director or officer of the Company, is hereby authorized and directed, for and in the name of and on behalf of the Company, to do all such acts and things and to execute, or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver, or cause to be delivered, such other agreements, certificates, documents and instruments, as may in the opinion of such director or officer of the Company be necessary or advisable to carry out and to fulfill the intent of the foregoing resolution.”

OTHER BUSINESS

Management of the Corporation is not aware of any matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

Other than as previously disclosed in this Circular or disclosed below, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, proposed nominee for election as a director or any Shareholder holding more than 10% of the voting rights attached to the Common Shares or an associate or affiliate of any of the foregoing in any transaction in the preceding financing year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

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Certain directors and officers of Stormcrow own securities of Highmark, which on a fully diluted basis, as a group represent less than 10% of Highmark’s issued and outstanding voting stock prior to completion of the transactions contemplated hereunder. Mr. Schnarr currently owns 89,286 Highmark Shares, and 428,612 common share purchase warrants (which includes certain warrants to be issued pursuant to the Bridge Loan, as defined below). Glen Schnarr owns 223,214 Highmark Shares, and 504,804 common share purchase warrants (which includes certain warrants to be issued pursuant to the Bridge Loan). Ray Sharma owns 700,000 Highmark Shares, and 100,000 common share purchase warrants. Mr. Sharma is also the principal shareholder of eSpectrum Solutions Inc. (“ eSpectrum ”), which holds 44,643 Highmark Shares and 212,805 common share purchase warrants (which includes certain warrants to be issued pursuant to the Bridge Loan, as defined below).

Chris Schnarr, Glen Schnarr and eSpectrum also provide a secured loan to Highmark (the “ Bridge Loan ”), in the principal amount of $2.3 million with a 9% interest rate, in order to provide acquisition financing to Highmark, the principal purpose of which was to fund the cash purchase price for the acquisition of BrainFx Inc. The Bridge Loan will mature on the earlier of the completion of the Qualifying Transaction, one year from the date of advance, and the date on which demand for repayment is made following the occurrence of an event of default. In consideration of the lenders providing the Bridge Loan, the lenders were issued 756,578 common share purchase warrants of Highmark, each exercisable for one Highmark Share at an exercise price of $0.76 for a 24 month term (the ownership of these warrants is included in the paragraph above).

INDEBTEDNESS OF CORPORATION OF DIRECTORS AND SENIOR OFFICERS

No director, executive officer, promoter, member of management, nominee for election as director of the Corporation or any of their associates or affiliates is or has been indebted to the Corporation during the most recently completed financial year.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. The Corporation’s annual financial statements and related management discussion and analysis are available to anyone, upon request, from the Corporation at 10 Kingsbridge Garden Circle, Suite 700, Mississauga, Ontario, L5R 3K6. All financial information in respect of the Corporation is provided in the comparative financial statements and management discussion and analysis for its recently completed financial year.

CERTIFICATE OF APPROVAL OF DIRECTORS

This Circular and the mailing of same to the Shareholders have been approved by the Board.

DATED the 16[th] day of August, 2021.

BY ORDER OF THE BOARD

(Signed): “ Chris Schnarr ” Director, Chief Executive Officer, and Chief Financial Officer

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