Humble & Fume Inc. - Proxy Solicitation & Information Statement 2021

CANADA IRON INC .

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

THE ANNUAL GENERAL AND SPECIAL SHAREHOLDERS MEETING TO BE HELD ON MAY 5, 2021

APRIL 2, 2021

This management information circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult your financial, legal, tax or other professional advisor.

CANADA IRON INC.

1 Adelaide Street East Suite 801 Toronto, ON M5C 2V9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general and special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (the “ Common Shares ”) in the capital of Canada Iron Inc. (the “ Corporation ”) will be held at the offices of Garfinkle Biderman LLP, 1 Adelaide St E, 8[th] Floor, Suite 801, Toronto, Ontario M5C 2V9 and broadcast via teleconference at (416) 874-8100, conference code 5640789 on May 5, 2021 at 11:00 A.M. (Toronto time), as it may be postponed or adjourned.

Accompanying this Notice are materials delivered in connection with the Meeting including:

the management information circular of the Corporation, dated April 2, 2021 (the “ Circular ”); and
a form of proxy.

The Corporation has entered into a binding letter agreement dated February 23, 2021 (the “ Letter of Intent ”) with Humble & Fume Inc. (“ Humble ”) in respect of a proposed business combination with Humble (the “ Transaction ”). The Transaction requires Shareholder approval; however, pursuant to the policies of the Canadian Securities Exchange (the “Exchange”), such approval may be obtained by way of written consent from the holders of a majority of the Common Shares, and the Corporation intends to obtain approval in this manner . Certain matters to be considered at the Meeting are necessary in order to prepare the Corporation to complete the Transaction. All references herein to the “ Resulting Issuer ” refer to the Corporation after completion of the Transaction.

The Meeting will be for the following purposes:

to receive the audited consolidated financial statements for the Corporation as at and for the financial years ended July 31, 2020 and 2019, and the auditor’s reports thereon;
to fix the number of directors of the Corporation to be elected at the Meeting as more particularly described in the Circular;
to elect the directors of the Corporation as more particularly described in the Circular;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to authorize the board of directors to set the number of directors from time to time within the minimum and maximum number of directors set forth in the articles of the Corporation, in accordance with Section 125(3) of the Business Corporations Act ( Ontario), provided that the total number of directors so set may not exceed one-third of the number of directors elected at the previous annual meeting of Shareholders;
to appoint Clearhouse LLP as the auditor of the Corporation until the earlier of the close of the next annual meeting of shareholders of the Corporation or their earlier resignation or replacement, and to authorize the directors of the Corporation to fix the auditor’s

remuneration;

to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the change of the Corporation’s name to “Humble & Fume Inc.”, or such other name as the board of directors of the Corporation (the “ Board ”), in its sole discretion, deems appropriate or as may be required or permitted by applicable regulatory authorities;
to consider and, if deemed appropriate, to pass, with or without variation, a special resolution (the “ Consolidation Resolution ”) authorizing and approving the consolidation of the outstanding Common Shares of the Corporation on the basis of a consolidation ratio to be selected by the Board within a range of between two (2) pre-consolidation Common Shares for one (1) post-consolidation Common Share and 300 pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “ Consolidation ”), with the timing and exact ratio to be determined by the Board at a later date;
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving an equity incentive plan;
to consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution ratifying and confirming the repeal of all existing by-laws of the Corporation and the enactment of a new by-law no. 1 of the Corporation; and
to transact such other business as may properly come before the Meeting or any adjournment thereof.

The full text of resolutions in respect of special business can be found in the Circular.

If you are a Shareholder of record of the Corporation at the close of business on March 26, 2021, you are entitled to receive notice of, participate in, and vote at the Meeting. We encourage you to vote your Common Shares and participate in the Meeting.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of Shareholders, employees, other stakeholders and the community, Shareholders are strongly encouraged to listen to the Meeting via teleconference instead of attending the Meeting in person and to vote on the matters before the Meeting by proxy.

We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Circular.

changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

The Board has approved the contents of the Circular. Please review the Circular, as it contains important information about the Meeting, the items of business, and explains who can vote and how to vote.

DATED April 2, 2021.

BY ORDER OF THE BOARD

(signed) “ Michael Lerner ”

Michael Lerner Chief Executive Officer, Chief Financial Officer and Director Canada Iron Inc.

DETAILS ABOUT THE MEETING .................................................................................................. 3 Meeting Date, Time and Location ....................................................................................................... 3 Participation at the Meeting ................................................................................................................. 4 GENERAL PROXY INFORMATION ............................................................................................... 4 Who is Seeking my Vote? ................................................................................................................... 4 Who can Vote? .................................................................................................................................... 5 How to Vote ........................................................................................................................................ 5 Changing Your Vote ............................................................................................................................ 7 Cautionary Statement Regarding Forward-Looking Information ....................................................... 7 BUSINESS COMBINATION WITH HUMBLE ................................................................................ 9 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES .................... 11 VOTES NECESSARY TO PASS RESOLUTIONS ......................................................................... 12 FINANCIAL STATEMENTS ........................................................................................................... 12 STATEMENT OF CORPORATE GOVERNANCE PRACTICES .................................................. 12 Corporate Governance ....................................................................................................................... 12 Board of Directors ............................................................................................................................. 12 Audit Committee ............................................................................................................................... 16 STATEMENT OF EXECUTIVE COMPENSATION ...................................................................... 18 Compensation Discussion and Analysis ............................................................................................ 18 Summary Compensation Table for Named Executive Officers ........................................................ 20 Narrative Description of Named Executive Officer Compensation .................................................. 21 Outstanding Option-Based Awards and Share-Based Awards for Named Executive Officers ......... 21 Incentive Award Plans ....................................................................................................................... 21 Pension Plan Benefits ........................................................................................................................ 21 Termination and Change of Control Benefits and Management Contracts ....................................... 21 Compensation of Directors ................................................................................................................ 22 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 23 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ............................................ 23 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................ 24 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .............................. 24 PARTICULARS OF MATTERS TO BE ACTED UPON ................................................................ 24 Audited Financial Statements ............................................................................................................ 24 Number of Directors .......................................................................................................................... 24 Election of Directors .......................................................................................................................... 25 Authorizing Directors to Fix the Number of Directors...................................................................... 30

Appointment of Auditor .................................................................................................................... 31 Name Change .................................................................................................................................... 31 Consolidation ..................................................................................................................................... 32 Approval of Equity Incentive Plan .................................................................................................... 34 Adoption of New General By-Law No.1 ........................................................................................... 37 INDICATION OF OFFICER AND DIRECTORS ........................................................................... 38 ADDITIONAL INFORMATION ...................................................................................................... 39 OTHER MATTERS .......................................................................................................................... 39 SCHEDULE A .................................................................................................................................. 40 Audit Committee Charter .................................................................................................................. 40 SCHEDULE B ................................................................................................................................... 41 Equity Incentive Plan .......................................................................... Error! Bookmark not defined. SCHEDULE C .................................................................................... Error! Bookmark not defined. New By-law No. 1 ............................................................................................................................. 41

CANADA IRON INC.

1 Adelaide Street East Suite 801 Toronto, ON M5C 2V9

MANAGEMENT INFORMATION CIRCULAR AS AT APRIL 2, 2021

This management information circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by management (“ Management ”) of Canada Iron Inc. (the “ Corporation ” or “ CII ”) for use at the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares of the Corporation (the “ Common Shares ”) to be held at the offices of Garfinkle Biderman LLP, 1 Adelaide St E, 8[th] Floor, Suite 801, Toronto, Ontario M5C 2V9 and will be broadcast via teleconference at (416) 874-8100, conference code 5640789 on May 5, 2021 at 11:00 A.M. (Toronto time), as it may be postponed or adjourned, for the purposes set forth in the accompanying notice of the Meeting (the “ Notice ”).

In this Circular, references to “we” and “our” refer to Canada Iron Inc. References to “intermediaries” refer to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Shareholders.

No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized. Information contained in this Circular is given as at April 2, 2021, unless otherwise stated and all dollar amounts are expressed in Canadian dollars.

DETAILS ABOUT THE MEETING

Shareholder participation at the Meeting is important to the Corporation.

The following sections provide detailed information about the Meeting and how Shareholders can participate in the Meeting and vote their Common Shares.

Meeting Date, Time and Location

The Meeting will be held at the offices of Garfinkle Biderman LLP, 1 Adelaide St E, 8[th] Floor, Suite 801, Toronto, Ontario M5C 2V9 and will be broadcast via teleconference at (416) 874-8100, conference code 5640789 on May 5, 2021 at 11:00 A.M. (Toronto time).

We ask that Shareholders also review and follow the instructions of any health authorities of Canada, the Province of Ontario, the City of Toronto, and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled

to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof. All Shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in this Circular.

The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders including, without limitation: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to or from outside of Canada within the 14 days immediately prior to the Meeting or any adjournment thereof; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation’s profile on SEDAR at www.sedar.com. We strongly recommend that you review the Corporation’s profile on SEDAR at www.sedar.com prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 pandemic, the Corporation will not prepare or mail amended materials in respect of the Meeting.

Please note that you will not be able to vote via teleconference. If you intend to listen to the Meeting via teleconference you must vote by proxy prior to the Meeting. See “General Proxy Information – How to Vote.”

Participation at the Meeting

The procedures for participation at the Meeting are different for a Shareholder whose name appears on the Corporation’s records as a Shareholder (a “ Registered Shareholder ”) and a non-registered Shareholder whose Common Shares are registered in the name of a nominee, such as a bank, trust company, securities broker or other intermediary (a “ Beneficial Shareholder ”).

Registered Shareholders

Registered Shareholders may vote in person at the Meeting, as described below under “General Proxy Information – How to Vote – Registered Shareholders.”

Beneficial Shareholders

A Beneficial Shareholder that would like to vote at the Meeting must appoint themselves as a proxyholder, as described below under “General Proxy Information – How to Vote – Beneficial Shareholders.” Beneficial Shareholders who have not appointed themselves as proxyholders will be able to participate as a guest but will not be able to vote or ask questions at the Meeting.

GENERAL PROXY INFORMATION

Who is Seeking my Vote?

Management is soliciting proxies from Shareholders for the Meeting. The costs incurred in the preparation and mailing of the form of proxy, Notice and this Circular will be borne by the Corporation. In addition to solicitation by mail, proxies may be solicited by personal interviews,

telephone or other means of communication and by directors, officers and employees of the Corporation, who will not be specifically remunerated therefor.

Who can Vote?

Shareholders at the close of business on March 26, 2021 (the “ Record Date ”) are entitled to receive notice of, and to vote at, the Meeting. To the extent a Shareholder transfers the ownership of any of their Common Shares after the Record Date and the transferee of those Common Shares establishes that they own such Common Shares and requests, at least ten days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

A quorum will be present at the Meeting if there are at least two persons present together holding or representing by proxy at least 5% of the total number of votes attaching to the issued Common Shares with voting rights at the Meeting. If any Common Share entitled to be voted at a meeting of Shareholders is held by two or more persons jointly, the persons or those of them who attend the Meeting of Shareholders constitute only one Shareholder for the purpose of determining whether a quorum of Shareholders is present.

How to Vote

The procedures for voting are different for a Registered Shareholder and a Beneficial Shareholder.

Registered Shareholders

A Registered Shareholder may vote in person at the Meeting or by proxy or they may appoint another person, who does not have to be a Shareholder, as their proxy to attend in person and vote in their place. The persons named in the enclosed form of proxy are directors and/or officers of the Corporation.

Each Registered Shareholder submitting a proxy has the right to appoint a proxyholder other than the persons designated in the form of proxy furnished by the Corporation, who need not be a Shareholder, to attend and act for the Registered Shareholder and on the Registered Shareholder’s behalf at the Meeting. To exercise such right, the names of the persons designated by Management should be crossed out and the name of the Registered Shareholder’s appointee should be legibly printed in the blank space provided in the enclosed form of proxy or by submitting another appropriate form of proxy.

Registered shareholders can vote by proxy in one of three ways:

by email at [email protected]
by fax at (416) 350-5008
by mail or hand delivery at 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2.

Registered Shareholders will need to include their 12-digit control number (located on the first page of the proxy form that was sent to them) to identify themselves as a Registered Shareholder.

Capital Transfer Agency, ULC (“ Capital Transfer ”) must receive completed proxy forms not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, before the time set for the holding of the Meeting or any adjournment(s) thereof.

All Common Shares represented at the Meeting by properly completed forms of proxy will be voted

or withheld from voting in accordance with the specifications of the Registered Shareholder contained in the proxy. In the absence of such specification, such Common Shares will be voted in favour of the matters set forth in the Circular. All Common Shares represented at the Meeting will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournment(s) thereof. At the time of printing this Circular, Management knows of no such amendments, variations or other matters to come before the Meeting.

Beneficial Shareholders

Certain Common Shares may be held by Beneficial Shareholders. Most intermediaries delegate responsibility for obtaining voting instructions from their clients to Broadridge Financial Solutions Inc. (“ Broadridge ”). Broadridge typically mails a scannable voting instruction form (the “ Voting Instruction Form ”) in lieu of the form of proxy provided by the Corporation.

Beneficial Shareholders can vote by proxy in the following ways:

complete and return the Voting Instruction Form to Broadridge;
call the toll-free telephone number (1-800-474-7493); or
access Broadridge’s dedicated voting website at www.proxyvote.com to deliver their voting instructions.

Broadridge will tabulate the results of all instructions received and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. The Voting Instruction Form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted. Beneficial Shareholders cannot use the Voting Instruction Form to vote Common Shares directly at the Meeting.

If you received voting materials from a Corporation other than Broadridge, you need to complete and return the form following the instructions they have provided.

If the Beneficial Shareholder wishes to vote their Common Shares at the Meeting, it must do so as proxyholder for the Registered Shareholder. To do this, the Beneficial Shareholder should enter their name in the blank space on the Voting Instruction Form provided and return the same to their broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting.

There are two categories of Beneficial Shareholders for the purposes of applicable securities regulatory policy in relation to the mechanism of dissemination to Beneficial Shareholders of proxy-related materials and other securityholder materials and the request for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“ NOBOs ”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“ OBOs ”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

In accordance with the requirements of NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), the Corporation is sending the Notice, this Circular and a voting instruction form or a Proxy, as applicable (collectively, the “ Meeting Materials ”), indirectly through intermediaries to NOBOs and OBOs. NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Meeting Materials directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver Meeting Materials to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Meeting Materials indirectly through intermediaries to all Beneficial Shareholders. The Corporation does not intend to pay for the fees and expenses of intermediaries for their services in delivering the Meeting Materials to the Beneficial Shareholders in accordance with NI 54-101; Beneficial Shareholders will not receive the materials unless their intermediary assumes the cost of delivery.

Changing Your Vote

Registered Shareholders can revoke their previously submitted proxy form by voting at the Meeting. That will automatically revoke their previous proxy (but will not affect a matter on which a vote is taken before such revocation). In addition, a proxy may be revoked by instrument in writing executed by the Registered Shareholder or their attorney authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal and by a director, officer or attorney thereof duly authorized, and deposited either: (i) at the offices of the Corporation’s transfer agent, Capital Transfer Company, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2 (Attention: Proxy Department), not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, before the time set for the holding of the Meeting or any adjournment(s) thereof; or (ii) at the head 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.

Beneficial Shareholders may revoke their previously submitted voting instructions by contacting their intermediary.

- Cautionary Statement Regarding Forward Looking Information

This Circular contains certain statements or disclosures that may constitute forward-looking information within the meaning of applicable Canadian securities legislation (“ forward-looking information ”). All statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Management anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as “anticipate”, “believe”, “can”, “could”, “expect”, “intend”, “may”, “potential”, “shall”, “should”, “will”, “would”, or other comparable terminology.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Circular in connection with the statements or disclosure containing the forward-looking information. You are cautioned that the following list of material

factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

receipt of required shareholder and regulatory approvals in a timely manner or at all;
receipt and/or maintenance of required licenses and third-party consents in a timely manner or at all; and
the success of the operations of the Resulting Issuer.

In particular, this Circular contains forward-looking information and statements, including forward- looking information and statements pertaining to the following:

the Meeting;
proxy solicitation;
voting procedures;
the Transaction (as defined herein);
the Resulting Issuer (as defined herein);
the Listing Statement (as defined herein);
the director nominees of the Resulting Issuer;
the business of the Meeting;
the auditor of the Resulting Issuer;
effect of the Consolidation (as defined herein); and
the Corporation’s incentive plans.

The forward-looking information in statements or disclosures in this Circular is based (in whole or in part) upon factors which may cause actual results, performance or achievements of the Corporation to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information. Those factors are based on information currently available to the Corporation including information obtained from third-party industry analysts and other third-party sources. Actual results or outcomes may differ materially from those predicted by such statements or disclosures. While the Corporation does not know what impact any of those differences may have, the Corporation’s business, results of operations and financial condition may be materially adversely affected. Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things:

the availability of sources of income to generate cash flow and revenue;
the dependence on management and directors;
risks relating to additional funding requirements;

due diligence risks;
exchange rate risks;
potential transaction and legal risks;
risks relating to laws and regulations applicable to companies operating in the cannabis industry; and
other factors beyond the Corporation’s control as more particularly described in CII’s management’s discussion and analysis and other documents filed with Canadian securities regulators and available under CII’s profile at www.sedar.com.

The forward-looking statements contained in this Circular are made as of the date hereof. The Corporation is not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward- looking statements or disclosures. The foregoing statements expressly qualify any forward-looking information contained herein.

The reader is further cautioned that the preparation of financial statements in accordance with International Financial Reporting Standards (“ IFRS ”) requires Management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates may change and such changes may be material, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.

Shareholders are cautioned that these factors and risks are difficult to predict and that the assumptions used in the preparation of such information, although considered reasonably accurate at the time of preparation, may prove to be incorrect. Accordingly, Shareholders are cautioned that the actual results achieved will vary from the information provided herein and the variations may be material. The Corporation cautions you that the above list of factors is not exhaustive. Consequently, there is no representation by the Corporation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Other factors which could cause actual results, performance or achievements of the Corporation to differ materially from those contemplated (whether expressly or by implication) in the forward-looking statements or other forward-looking information will be disclosed in the Listing Statement (as defined below).

BUSINESS COMBINATION WITH HUMBLE

the Corporation will acquire all of the issued and outstanding securities of Humble;
the issued and outstanding shares of the Corporation will be consolidated on a between 2 to 300 for one basis, which is presently anticipated to be 201.6 for one basis; and
the Corporation will issue post-Consolidation Common Shares in exchange for outstanding

common shares of Humble on a one-for-one basis.

All references herein to the “ Resulting Issuer ” refer to the Corporation after completion of the Transaction.

Humble was incorporated pursuant to the provisions of the Business Corporations Act (Manitoba) on May 26, 2017. Humble, is the largest and only fully-integrated cannabis distribution solution for retailers, Canadian licensed cannabis producers, American multi-state operators, and cannabis customers. It has over twenty years of North American operating history leading vendor and customer relationships, distributing premium cannabis consumables and consumption devices.

Pursuant to the Transaction, the holders of common shares of Humble (the “ Humble Shares ”) will receive Common Shares in exchange for their Humble Shares at a ratio of one (1) postConsolidation Common Share for each Humble Share held. Following the completion of the Transaction, all of Humble’s outstanding options and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire Humble Shares will be exchanged for securities exercisable for, exchangeable for or convertible into, or other rights to acquire, Common Shares on economically equivalent terms.

Humble intends to completed a brokered private placement of a minimum of 10,000,000 subscription receipts at a price of $1.00 per subscription receipt, for aggregate gross proceeds of a minimum of $10,000,000 (the “ Concurrent Offering ”). It is expected that, assuming completion of the minimum Concurrent Offering, approximately 102,114,690 post-Consolidation Common Shares will be issued to the shareholders of Humble as consideration for 100% of the issued and outstanding Humble Shares.

Upon the completion of the Transaction, it is anticipated that the executive officers of the Resulting Issuer will be:

Chief Executive Officer – Robert Ritchot;
Chief Executive Officer of U.S. Operations – Nathan Todd;
Chief Financial Officer – Graham Meneray; and
Chief Science Officer – Talaal Rshaidat

Subject to Shareholder approval, it is anticipated that the directors of the Resulting Issuer will be the nominees set out under “Particulars of Matters to be Acted Upon – Election of Directors – Humble Nominees”.

Please see the press release issued by the Corporation on February 23, 2021, which has been posted on SEDAR at www.sedar.com. Full details regarding Humble and the Transaction will be disclosed by the Resulting Issuer in a listing statement (the “ Listing Statement ”) to be prepared and filed in accordance with the policies of the Canadian Securities Exchange (“ CSE ”). The Listing Statement will be posted on SEDAR at www.sedar.com in connection with the completion of the Transaction.

The Transaction requires Shareholder approval; however, pursuant to the policies of the Exchange, such approval may be obtained by way of written consent from the holders of a majority of the Common Shares, and the Corporation intends to obtain approval in this manner . The Transaction is very important to the Corporation and certain matters to be considered

at the Meeting are necessary in order to prepare the Corporation to complete the Transaction. Failure to approve the corresponding resolutions could impede or prevent the completion of the Transaction.

Completion of the Transaction will be subject to the closing conditions set forth in the Letter of Intent, which include:

a) the completion of the Concurrent Offering;
b) the receipt of all necessary regulatory, corporate and third-party approvals, including the approval of the CSE for the Transaction, the requisite approval of the shareholders of the Corporation and Humble and compliance with all applicable regulatory requirements and conditions in connection with the Transaction;
c) the delivery of letters of resignation from such directors and officers of CII as determined by Humble conditional upon the completion of the Transaction and reciprocal releases of such individuals in connection therewith;
d) the conditional acceptance of the CSE for listing of the Common Shares of the Resulting Issuer for trading on the CSE; and
e) other conditions precedent customary for a transaction such as the Transaction, including there being no material adverse change in the business of CII or Humble prior to completion of the Transaction.

Subject to receipt of all approvals, the Transaction is expected to close in July 2021.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Corporation consists of an unlimited number of Common Shares. As of the date of this Circular, 252,000,000 Common Shares were issued and outstanding, each Common Share carrying one vote in respect of each matter to be voted upon at a meeting of Shareholders.

As at the Record Date, to the knowledge of the Corporation, no person owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Corporation except as outlined below.

Shareholder Name	Number of	Percentage
	Held	Held(1)
Marc Lustig	50,000,000(2)	19.8%
Jason I. Goldman	50,000,000(3)	19.8%

Notes:

(1) Calculated based on the number of issued and outstanding Common Shares as of the date of this Circular. (2) All of Mr. Goldman’s Common Shares are held by Jason I. Goldman Professional Corporation, a corporation controlled by Mr. Goldman.

(3) All of Mr. Lustig’s Common Shares are held by L5 Capital Inc., a corporation controlled by Mr. Lustig.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein, except for: the Number of Directors Resolution, Director Range Resolution, Name Change Resolution and Consolidation Resolution (each as defined below), each of which must be approved by the affirmative vote of not less than two- thirds (2/3) of the votes cast by the holders of Common Shares present in person or represented by proxy at the Meeting.

FINANCIAL STATEMENTS

In connection with the Meeting, Shareholders are encouraged to read the audited annual financial statements of the Corporation for the years ended July 31, 2020 and 2019, the report of the auditor thereon and accompanying management’s discussion and analysis. Copies of such documents may be obtained by a Shareholder upon request without charge from the CEO of the Corporation. These documents are also available on SEDAR, which can be accessed at www.sedar.com.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate Governance

Corporate governance relates to the activities of the board of directors of the Corporation (the “ Board ”), the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”) establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices (“ NI 58101 ”), the Corporation is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Board of Directors

It is proposed that all four of the current directors (the “ CII Nominees ”) will be nominated at the Meeting to hold office until the earlier of (i) completion of the Transaction and (ii) the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the Business Corporations Act (Ontario) (the “ OBCA ”) or the Corporation’s by-laws. In connection with the Transaction, it is also proposed that Shawn Dym, Matthew Shalhoub, Jakob Ripshtein, Robert Ritchot, Kimberly Thomas-Ritchot, and Nathan Todd (the “ Humble Nominees ”) will be nominated at the Meeting to hold office, subject to completion of the Transaction, from completion of the Transaction until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the OBCA or the Corporation’s by-laws. In the event that the Transaction is not completed, the Humble Nominees will not become directors of the Corporation.

NI 58-201 suggests that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors, within the meaning set out under National Instrument 52-110 Audit Committees (“ NI 52-110 ”), which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Corporation. “Material relationship” is defined as a relationship which could, in the view of the Corporation's board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Michael Lerner is the current executive officer and chief financial officer, and Emily Lerner is Mr. Lerner’s daughter and therefore both are not considered to be “independent”. In assessing NI 58101 and making the foregoing determinations, the circumstances of each director have been examined in relation to a number of factors. The remaining directors, Harvey McKenzie and Neil Novak, are considered to be independent directors as they are independent of management and free from any material interests in the Corporation which could reasonably be expected to interfere with the exercise of their independent judgment as directors. The basis for this determination is that, since the commencement of the Corporation’s fiscal year ended July 31, 2020, Mr. McKenzie and Mr. Novak have not worked for the Corporation, received remuneration from the Corporation (other than in their capacity as directors) or had material contracts with or material interests in the Corporation which could interfere with their ability to act in the Corporation’s best interests.

Of the Humble Nominees: Shawn Dym, Matthew Shalhoub, Robert Ritchot, Kimberly ThomasRitchot, and Nathan Todd are not considered “independent.” The remaining Humble Nominee, Jakob Ripshtein, is expected to be considered “independent,” as he will be free from a direct or indirect material relationship with the Corporation, which could reasonably be expected to interfere with the exercise of his independent judgment as a director. The basis for this determination is that, since the commencement of the Corporation’s fiscal year ended July 31, 2020, Mr. Ripshtein will not have worked for the Corporation or Humble, received remuneration from the Corporation or Humble (other than in his capacity as a director) or had material contracts with or material interests in the Corporation or Humble which could interfere with his ability to act in the Corporation’s best interests.

The Board has taken reasonable steps to ensure that adequate structures and processes are in place to permit the Board to function independently of Management. The Board is of the opinion that the size of the Board is adequate and facilitates the efficiency of its deliberations, while ensuring a diversity of opinion and experience. It believes that each and every director is eager to fulfil his or her obligations and assume his or her responsibilities in the Corporation’s best interests, with due regard to the best interests of the Corporation’s shareholders. To enhance its ability to act independently of Management, the independent members of the Board may meet without Management and the non-independent directors as they deem appropriate after board meetings. In the event of a conflict of interest at a meeting of the Board, the conflicted director will, in accordance with corporate law and his or her fiduciary obligations as a director of the Corporation, disclose the nature and extent of his or her interest to the meeting and abstain from voting on the matter at issue. In addition, the members of the Board who are not members of Management are encouraged to obtain advice from external advisors and legal counsel as they may deem necessary in order to reach a conclusion with respect to issues brought before the Board. The Board provides leadership for its independent directors through formal Board meetings, by encouraging independent directors to bring forth agenda items, and by providing independent directors with access to senior management, outside advisors, and unfettered access to information regarding our activities. The relatively small size of the Board facilitates this process.

Directorships

The following table sets forth the directors of the Corporation and Humble Nominees who currently hold directorships in other reporting issuers:

Name of Director	Other Issuer
Michael Lerner	Red Pine Petroleum Ltd.
	Guyana Frontier Mining Corp.
	MGM Resources Corp.
	Jaguar Financial Corporation
	Eagle I Capital Corporation
	Pinestar Gold Inc.
	Debut Diamonds Inc.
	Larose Ventures Ltd.
	Republic Goldfields Inc.
Emily Lerner	Pinestar Gold Inc.
	Eagle I Capital Corporation
	Debut DiamondsInc.
Harvey McKenzie	Larose Ventures Ltd.
	Eagle I Capital Corporation
	Pinestar Gold Inc.
	Guyana Frontier Mining Corp.
	Jaguar Financial Corporation
	DebutDiamondsInc.
Neil Novak	Jaguar Financial Corporation
	BWR Exploration Inc.
	Larose Ventures Ltd.
	Cadillac VenturesInc.
Jakob Ripshtein	Next Stage Cannabis Innovation Inc.

Orientation and Continuing Education

The Corporation does not provide a formal orientation and education program for new directors. However, any new directors will have the opportunity to become familiar with the Corporation by

meeting with the other directors and officers of the Corporation.

In addition, the Corporation does not provide continuing education for its directors. However, new directors, if any, will be briefed on the Corporation's strategic plans, short, medium, and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation, the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, as some of the directors of the Corporation may also serve as directors and officers of other companies engaged in similar business activities, directors must comply with the conflict of interest provisions of the Business Corporations Act (Ontario), as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors, which evoke such a conflict.

Nomination of Directors

The Board has not appointed a nominating committee and these functions are currently performed by the Board as a whole. As a result of the Corporation’s size, its stage of development and the limited number of individuals on the Board, the Board considers a nominating committee to be inappropriate at this time.

Compensation

Due to the small size of the Board, the Corporation does not have a separate compensation committee. All compensation matters are reviewed and approved by the entire Board with any interested director abstaining. Management compensation is determined without reference to formalized objectives or specific performance criteria. The general objectives of the Corporation’s compensation strategy are to:

i. compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term Shareholder value;
ii. align management's interests with the long-term interest of Shareholders;
iii. provide a compensation package that is commensurate with other comparable companies in similar industries to enable the Corporation to attract and retain talent; and
iv. to ensure that the total compensation package is designed in a manner that takes into account the constraints that the Corporation is under by virtue of the fact that it is a junior mineral exploration Corporation without a history of earnings.

Given the Corporation's current status and financial position, neither the Corporation’s executive

officers nor its directors receive any compensation or remuneration from the Corporation at this time.

Other Board Committees

The Corporation has no committees at this time other than the Audit Committee (as described below).

Assessment of Directors, the Board and Board Committees

Given its current status and operations and limited number of directors on the Board, the Board does not formally review the contributions of its individual directors.

Audit Committee

Pursuant to NI 52-110 , the Corporation is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Corporation or an affiliate of the Corporation. NI 52-110 requires the Corporation, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

Audit Committee Charter

The Board is responsible for reviewing and approving the unaudited interim financial statements, and the annual audited financial statements, together with other financial information of the Corporation and for ensuring that management fulfills its financial reporting responsibilities. The audit committee of the Corporation (the “ Audit Committee ”) assists the Board in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process, the unaudited interim financial statements, and the annual audited financial statements, together with other financial information of the Corporation. The Audit Committee reports its findings to the Board for its consideration in approving the unaudited interim financial statements, and the annual audited financial statements, together with other financial information of the Corporation for issuance to the Shareholders. A copy of the written audit committee charter (the “ Charter ”) is attached as Schedule “A” to this Circular.

Composition of the Audit Committee

The following are the members of the Audit Committee:

Name	Independence(1)	Financial Literacy (2)
Harvey McKenzie	Independent	Financially literate
Michael Lerner(3)	Not Independent	Financially literate
Neil Novak	Independent	Financially literate

Notes:

(1) Within the meaning of subsection 6.1.1(3) of NI 52-110, which requires a majority of the members of an audit committee of a venture issuer not to be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer.

(2) Within the meaning of subsection 1.6 of NI 52-110.

(3) Michael Lerner is the Chief Executive Officer and Chief Financial Officer of the Corporation, and as such is not independent within the meaning of NI 52-110.

It is anticipated that the Audit Committee of the Resulting Issuer will be comprised of Jakob Ripshtein (Chair), Shawn Dym and Matthew Shalhoub. It is anticipated that a majority of the members of the Audit Committee of the Resulting Issuer will not be executive officers, employees or control persons of the Resulting Issuer or an affiliate thereof, and that all will be financially literate within the meaning of NI 52-110.

Relevant Education and Experience

Each member of the Audit Committee has adequate education and experience that is relevant to the performance of his or her responsibilities as a member of the Audit Committee and, in particular, education and experience that have provided the member with:

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

For a summary of the relevant education and experience of each member of the Audit Committee, please see “Election of Directors.”

Audit Committee Oversight

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

External Auditor Service Fees

Clearhouse LLP are the auditors of the Corporation. The following table provides information about the aggregate fees billed to the Corporation for professional services rendered by Clearhouse LLP during the fiscal years ended July 31, 2020 and 2019, respectively.

	July 31, 2020	July 31, 2019
Audit Fees(1)	$3,500	$3,500
Audit Related Fees(2)	-	-
Tax Fees(3)	-	-
All Other Fees(4)	-	-

Notes:

(1) Aggregate fees billed for the Corporation’s annual financial statements and services normally provided by the auditors in connection with the Corporation’s statutory and regulatory filings.
(2) Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported as “Audit Fees.”
(3) Fees charged for tax compliance, tax advice and tax planning services.
(4) Fees for services other than disclosed in any other row, including fees related to the review of Corporation’s Management Discussion and Analyses.

Reliance on Certain Exemptions

Since the commencement of the Corporation’s most recently completed financial year, the Corporation has not relied on the following exemptions in NI 52-110: (i) section 2.4, (ii) subsection 6.1.1(4), (iii) subsection 6.1.1(5), (iv) subsection 6.1.1(6), and (v) Part 8. However, the Corporation, as a venture issuer, is relying on the exemption provided in section 6.1 of NI 52-110, which provides that 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.

Assessments

The Board has not adopted formal procedures for assessing the effectiveness of the Board, its Audit Committee or individual directors.

STATEMENT OF 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 (“ NI 51-102 ”) and Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”). Disclosure is required to be made in relation to “Named Executive Officers” (as defined below).

For the purpose of this section, a “CEO” or “CFO” means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Corporation or acted in a similar capacity during the years ended July 31, 2020 and 2019. A “Named Executive Officer” or “NEO” means each CEO; each CFO; and the Corporation’s most highly compensated executive officer, other than the CEO and CFO, who was serving as executive officers at the end of the most recently completed financial year of the Corporation and whose total salary and bonus exceeds $150,000; and any additional individuals (other than the CEO and CFO) for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end.

Compensation Discussion and Analysis

The Compensation Discussion and Analysis section of this Circular sets out the objectives of the Corporation’s executive compensation arrangements, the Corporation’s executive compensation philosophy and the application of this philosophy to the Corporation’s executive compensation arrangements.

When determining the compensation arrangements for the Named Executive Officers and directors, the Board considers the objectives of: (i) retaining an executive critical to the success of the Corporation and the enhancement of Shareholder value; (ii) providing fair and competitive compensation; (iii) balancing

the interests of management and Shareholders of the Corporation; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

Benchmarking

In determining the compensation level for each executive, the Board looks at factors such as the relative complexity of the executive’s role within the organization, the executive’s performance and potential for future advancement, the compensation paid by other companies in the same industry as the Corporation, and pay equity considerations.

Elements of Compensation

The compensation paid to the Named Executive Officers and directors in any year consists of three (3) primary components:

i. base salary;
ii. long-term incentives in the form of stock options granted under the Corporation’s stock option plan (as defined below), which are granted on a discretionary basis by the Board with reference to the same factors discussed above; and
iii. incentive bonuses, which are granted on a discretionary basis by the Board with reference to the same factors discussed above.

The Corporation believes that making a significant portion of the Named Executive Officers’ and directors’ compensation based on a base salary, long-term incentives and incentive bonuses supports the Corporation’s executive compensation philosophy, as these forms of compensation allow those most accountable for the Corporation’s long-term success to acquire and hold the Corporation’s shares. The key features of these three primary components of compensation are discussed below:

1. Base Salary

Base salary recognizes the value of an individual to the Corporation based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Corporation competes for talent. Base salaries for the Named Executive Officers and directors are reviewed annually. Any change in the base salary of a Named Executive Officer or a director is generally determined by an assessment of such executive’s performance, a consideration of competitive compensation levels in companies similar to the Corporation and a review of the performance of the Corporation as a whole and the role such executive officer played in such corporate performance.

2. Stock Option Awards

The Corporation provides long-term incentives to the Named Executive Officers and directors in the form of stock options as part of its overall executive compensation strategy. The Board believes that stock option grants serve the Corporation’s executive compensation philosophy in several ways: they help attract, retain, and motivate talent; they align the interests of the Named Executive Officers and directors with those of the Shareholders by linking a specific portion of the officer’s total pay opportunity to share price; and they provide long-term accountability for Named Executive Officers and directors.

Incentive Bonuses

Any bonuses paid to the Named Executive Officers and directors are allocated on an individual basis related to the review by the Board of the work planned during the year and the work achieved during the year, including work related to administration, financing, Shareholder relations and overall performance. The bonuses are paid to reward work done above the base level of expectations.

The Corporation does not have any policies which permit or prohibit a Named Executive Officer or director to purchase financial instruments.

Option-Based Awards

The Corporation does not have any pension plans or incentive plans (whether equity or non-equity based) other than the Corporation’s stock option plan dated June 30, 2020, and filed to the Corporation’s SEDAR profile on April 5, 2020 (the “ Stock Option Plan ”).

Stock options are granted to provide an incentive to the directors, officers, employees and consultants of the Corporation to achieve the longer-term objectives of the Corporation. The purpose of the Corporation’s Stock Option Plan is to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation and to attract and retain persons of experience and ability by providing them with the opportunity to acquire an increased proprietary interest in the Corporation. Stock options are also used as a means to promote the long-term retention of individuals. Previous grants of incentive stock options are taken into account when considering new grants.

Under the Stock Option Plan, the Board may, from time to time and at its discretion, grant to directors, officers, employees or consultants of the Corporation options to acquire Common Shares, provided that the number of options granted does not exceed 10% of the Common Shares issued and outstanding following the termination of the Corporation’s initial public offering. The exercise price of the options shall be determined by the Board, provided that such price shall not be less than the fair market value of the shares on the date of grant of the option (the “ Market Price ”). The Market Price of the shares of the Corporation shall mean the prior trading day closing price of the shares of the Corporation on any stock exchange on which the shares are listed or last trading price on the prior trading day on any dealing network where the shares trade, and where there is no such closing price or trade on the prior trading day, “market price” shall mean the average of the daily high and low board lot trading prices of the shares of the Corporation on any stock exchange on which the shares are listed or dealing network on which the shares of the Corporation trade for the five (5) immediately preceding trading days. Notwithstanding the foregoing, in the event that shares are listed on the CSE, the exercise price shall not be lower than the greater of the closing of the market price of the shares on (a) the prior trading day, and (b) the date of grant of the options. The options shall be exercisable for a period not exceeding 10 years and are non-assignable and not transferable.

Upon the optionee ceasing to be a director, officer, employee or consultant of the Corporation, options will expire ninety (90) days from the date of termination, subject to the option’s date of expiration and thirty (30) days in the case of a person engaged in investor relations activities subject to the option’s date of expiration. In the event of the death of the optionee, options will expire twelve (12) months from the date of termination, subject to the option’s date of expiration. In the event of the termination with cause of the optionee, the options granted to such optionee shall expire immediately.

Summary Compensation Table for Named Executive Officers

The following table provides a summary of total compensation earned during the fiscal years ended

July 31, 2020 and 2019 by the Corporation’s Named Executive Officers. The NEOs for the purposes of this Circular is Michael Lerner.

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Michael Lerner CEO, CFO, and Director(1)	2020 2019	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Gary Handley CEO, and Director(1)	2020 2019	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Michael Lerner was appointed as Director, CEO and CFO of the Corporation on June 5, 2020 following the resignation of Gary Handley as Director and CEO on June 5, 2020.

Narrative Description of Named Executive Officer Compensation

During the financial years ended July 31, 2020 and 2019, no salary or fee was paid as compensation to the Named Executive Officers, and there was no other compensation awarded other than optionbased awards. See “Outstanding Option-Based Awards and Share-Based Awards for Named Executive Officers.”

Outstanding Option-Based Awards and Share-Based Awards for Named Executive Officers

There were no outstanding option-based awards for each Named Executive Officer as at July 31, 2020 (including option-based awards granted to a Named Executive Officer before such fiscal year). The Corporation does not have any equity incentive plans other than its Stock Option Plan, and did not have any share-based awards outstanding as at July 31, 2020.

Incentive Award Plans

The only incentive award plan of the Corporation during the fiscal year ended July 31, 2020 was the Stock Option Plan. There were no option-based awards that vested during the year ended July 31, 2020 for Named Executive Officers.

Pension Plan Benefits

The Corporation does not have a pension plan that provides for payments or benefits at, following, or in connection with retirement. The Corporation does not have a defined contribution plan.

Termination and Change of Control Benefits and Management Contracts

There are no contracts, agreements, plans or arrangements that provide for payments to a Named Executive Officer or director at, following or in connection with respect to change of control of the Corporation, or severance, termination or constructive dismissal of or a change in a Named Executive Officer's or director’s responsibilities.

Compensation of Directors

Individual Director Compensation

The following table provides a summary of the compensation provided to the directors of the Corporation during the fiscal years ended July 31, 2020 and 2019. Except as otherwise disclosed below, the Corporation did not pay any fees or compensation to directors for serving on the Board (or any committee) beyond reimbursing such directors for travel and related expenses and the granting of stock options under the Stock Option Plan.

	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Harvey McKenzie Director(2)	2020 2019	$100 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	$100 N/A
Emily Lerner Director(3)	2020 2019	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Neil Novak Director(4)	2020 2019	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A

Notes:

(1) Michael Lerner was appointed a Director on June 5, 2020, and was appointed to fill the casual vacancy created by the resignation of Gary Handley on June 5, 2020. The relevant disclosure for Michael Lerner, a director, CEO and CFO and Gary Handley, a former director and CEO, is provided in the Summary Compensation Table for Named Executive Officers above.

(2) Harvey McKenzie was appointed as a Director on June 5, 2020. (3) Emily Lerner was appointed as a Director on June 5, 2020. (4) Neil Novak was appointed as a Director on December 23, 2020.

Director Outstanding Option-Based Awards and Share-Based Awards

There were no outstanding option-based awards for any directors of the Corporation as at July 31, 2020 (including option-based awards granted to a director before such fiscal year). The Corporation does not have any equity incentive plans other than the Stock Option Plan, and did not have any

share-based awards outstanding as at July 31, 2020.

Incentive Award Plans

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of July 31, 2020 with respect to the Common Shares that may be issued under the Stock Option Plan.

				Number of
				securities
				remaining
				available for
				future
				issuance
				under equity
		Number of		compensation
		securities to be		plans
		issued upon exercise	Weighted-average	(excluding
		of outstanding	exercise price of	securities
		options, warrants	outstanding options,	reflected in
	Fiscal Year	and rights	warrants and rights	column (a))
Plan Category	Ended	(a)	(b)	(c)
Equity	July 31,	Nil	Nil	25,200,000
compensation	2020
plans approved by
Shareholders (the
Stock Option
Plan)
Equity	July 31,	N/A	N/A	N/A
compensation	2020
plans not approved
byShareholders
Total	N/A	Nil	Nil	25,200,000

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as disclosed in this Circular (including in the financial statements of the Corporation for the fiscal years ended July 31, 2020 and 2019), no directors, proposed Nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the

Corporation are indebted to the Corporation as of the date hereof or were indebted to the Corporation at any time during the fiscal year ended July 31, 2020, and no indebtedness of such individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management is not aware of any material interest, direct or indirect, of any informed person of the Corporation, or any associate or affiliate of any such informed person, in any transaction since July 31, 2020, or in any proposed transaction, that has materially affected or would materially affect the Corporation or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or member of Management of the Corporation or any associate of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of Common Shares or otherwise in the matters to be acted upon at the Meeting, other than the election of directors, except for any interest arising from the ownership of shares of the Corporation where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of shares in the capital of the Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

Audited Financial Statements

The audited financial statements of the Corporation for the financial years ended July 31, 2020 and 2019 and the report of the auditors thereon, will be submitted to the Meeting, although no vote by the Shareholders with respect thereto is required or proposed to be taken.

Number of Directors

The Corporation’s articles stipulate there shall be not more than 10 directors and not less than 3 director. The Board is currently composed of four directors. At the Meeting, the shareholders will be asked to consider and, if thought fit, to approve a special resolution (the “ Number of Directors Resolution ”):

fixing at four (4) the number of directors to be elected at the Meeting, to hold office until the earlier of (i) completion of the Transaction and (ii) the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the bylaws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the OBCA or the Corporation’s by-laws; and
fixing at six (6) the number of directors to be elected at the Meeting, to hold office, subject to completion of the Transaction, from completion of the Transaction until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the OBCA or the Corporation’s by-laws.

Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote IN FAVOUR of the Number of Directors Resolution to be elected at the Meeting as set out above.

Election of Directors

At the Meeting, Shareholders will be asked to elect:

the four (4) CII Nominees as directors of the Corporation to hold office until the earlier of (i) completion of the Transaction and (ii) the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the OBCA or the Corporation’s by-laws; and
the six (6) Humble Nominees as directors of the Corporation, subject to completion of the Transaction, to hold office from completion of the Transaction until the close of the next annual meeting of Shareholders or until their successors are duly elected or appointed pursuant to the by-laws of the Corporation, unless their offices are earlier vacated in accordance with the provisions of the OBCA or the Corporation’s by-laws.

In the event that the Transaction is not completed, the Humble Nominees will not become directors of the Corporation. See “Statement of Corporate Governance Practices – Board of Directors.”

Unless otherwise directed, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the election of the CII Nominees and Humble Nominees as directors of the Corporation as set out above.

CII Nominees

The following table sets forth a brief background regarding the CII Nominees. The information contained herein is based upon information furnished by the respective CII Nominees.

				Number and
Name of Nominee,				Percentage of
Current Position				Common Shares
with the				Beneficially
Corporation, and	Occupation, Business or			Owned, or
Province/State and	Employment		Director Since	Controlled or
Country of Residence				Directed,
				Directly or
				Indirectly
Michael Lerner(1)	Mr. Lerner brings with	him more	June 5, 2020	Nil
Burlington, Ontario	than 20 years of experience in the			0%
Director, CEO and CFO	natural resources market,	starting as
	an institutional trader at	CIBC and
	Wellington West, and	then as a
	professional trader and	financier
	focused on junior mining stocks at
	Dominick and Dominick. Since
	2012, Mr. Lerner has become more
	involved in the operations of junior
	mining companies as an	officer or
	director of public	companies
	including Happy Creek	Minerals,
	Jiminex Inc.,Fairmont	Resources

	Inc. and Navasota Resources Inc.,
	etc., where he has helped to
	rehabilitate these companies.
Harvey McKenzie(1)	Mr. McKenzie holds a Bachelor of	June 5, 2020	Nil
Toronto, Ontario	Science degree in Mathematics from		0%
Director	the University of Toronto. He is a
	Life Member, CPA-CA (as defined
	by the granting authority, the
	Chartered Professional Accountants
	of Ontario) with more than 45 years
	of accounting experience, including
	seven years with an international
	public accounting firm. Mr.
	McKenzie’s current principal
	occupation is the provision of
	consulting services primarily in
	financial reporting areas. Since June
	2011, he has been the (part-time)
	CFO and Corporate Secretary of
	Ancornia Resources Corp. During
	the past ten years, Mr. McKenzie
	has served as CFO of several
	Canadian publicly listed
	exploration, development and
	producing mining companies.
Neil Novak(1)	Mr. Novak is a senior executive with	December 23, 2020	Nil
Cambridge, Ontario	4 decades of experience in the junior		0%
Director	resource and mining sector. Since
	graduating from University of
	Waterloo in 1977, he has been
	working as an exploration geologist
	in North and South America,
	Europe, Africa and Asia, providing
	management expertise in the role of
	senior officer for numerous junior
	resource companies. Mr. Novak was
	instrumental in several significant
	discoveries including 10 kimberlites
	in Ontario and a few in Quebec. At
	the 2010 Prospectors and
	Developers Convention in Toronto,
	Mr. Novak, along with four others,
	was awarded PDAC’s Bill Dennis
	Prospector of the Year Award 2009
	for his key role in the discovery the
	“Ring of Fire” exploration area with
	its numerous deposits of nickel,
	copper, zinc and chrome. Mr. Novak
	is a Professional Geoscientist
	(P.Geo.) registered with the
	Association of Professional

Geoscientists of Ontario, a Fellow of the Geological Association of Canada (F.G.A.C.). Mr. Novak brings a wealth of expertise and experience to the team. Emily Lerner Ms. Lerner is a graduate of June 5, 2020 Nil Burlington, Ontario Fanshawe College in London, 0% Director Ontario, and serves as an independent director of the Corporation, among other reporting issuers. Notes: (1) Member of the Audit Committee.

Humble Nominees

The following table sets forth a brief background regarding the Humble Nominees, none of whom are currently directors of the Corporation, followed by additional biographical information. The information contained herein is based upon information furnished by the respective Humble Nominees.

			Number and
			Percentage of
Name of Nominee, Current			Common Shares
Position with the			Beneficially
Corporation, and			Owned, or
Province/State and	Occupation, Business or	Director of	Controlled or
Country of Residence	Employment	Humble	Directed, Directly
		Since(1)	or
			Indirectly
			(2)
Robert Ritchot	Chief Executive Officer, Humble	May 26, 2017	15,964,696.6(3)
Brandon, Manitoba	& Fume Inc.
Board Nominee and			15.4%
Proposed CEO
Matthew Shalhoub Toronto, Ontario Managing Director, Green Acre Capital		May 26, 2017	16,373,625.9(4)
Board Nominee
			15.8%
Shawn Dym Toronto, Ontario Managing Director, York Plains Investments		February 8, 2019	6,915,058.8(5)
Board Nominee
			6.7%
Chief Executive Officer of U.S.
Nathan Todd Operations, Humble & Fume Inc.		February 8, 2019	4,269,191.47(6)
San Marco,Texas, USA			4.1%

Board Nominee and Proposed
CEO US Operations
Jakob Ripshtein Toronto, Ontario	CEO, Perennial Brands Inc.	Not applicable	nil
Board Nominee
Kimberly Thomas-Ritchot	Controller, Humble & Fume Inc.
Brandon, Manitoba		February 8, 2019	7,295,346.10
Board Nominee and Proposed Controller			7.1%

Notes:

(1) In the event that the Transaction is not completed, the Humble Nominees will not become directors of the Corporation. See “Statement of Corporate Governance Practices – Board of Directors.”
(2) Anticipated percentage of Common Shares to be beneficially owned, or controlled or directed, directly or indirectly, upon completion of the Transaction.
(3) Mr. Ritchot holds 7,295,346 Common Shares personally, 7,612,622 Common Shares through RKCB Holdings Ltd. and 1,056,729 Common Shares through 6191330 Manitoba Ltd.
(4) Mr. Shalhoub holds 9,373,626 Common Shares through Green Acre Capital Fund I LP, 5,040,000 Common Shares through Green Acre Capital Fund II (Canada) LP, 784,000 Common Shares through Green Acre Capital Fund II (Non-Resident), and 1,176,000 Common Shares common shares through Green Acre Capital Fund II (Listed) LP.
(5) Mr. Dym holds 6,524,300 Common Shares through his controlling interest in Green Room Investment Corp., and 390,759 Common Shares through York Plains Investment Corp.
(6) Mr. Todd holds 3,983,527 Common Shares personally, and 285,664 Common Shares through Windship Inc.

Shawn Dym (40) – Director Nominee

Shawn Dym resides in Toronto, Ontario and has been an active investor in the cannabis industry over the last seven years including co-founding Green Acre Capital, a cannabis-focused private investment fund, for which he continues to serve on the advisory board. In addition, he was an early investor in Aphria Inc. and previously served as a member of their board of directors. Shawn is a graduate of York University and has also earned an MBA from Harvard Business School.

Robert Ritchot (49) – Chief Executive Officer and Director Nominee

Robert Ritchot resides in Brandon, Manitoba and is the co-founder and Chief Executive Officer of Humble, as well as the co-founder and President of its subsidiary, BOB HQ. Robert is also an advisor of Session Goods LLC, an accessory company.

Jakob Ripshtein (54) - Director Nominee

Jakob Ripshtein resides in Toronto, Ontario and serves as CEO of Perennial Brands Inc, a full life-cycle brand strategy organization. Previously, he served as VP Finance for Diageo Canada and worked in several markets before becoming the President of Diageo Canada. Most recently, he served as the CFO of Diageo North America. In addition to his career with Diageo, Jakob held a variety of roles in finance, sales and strategy in various global companies and has been based in Canada, the U.S. and the U.K.

Matthew Shalhoub (32) - Director Nominee

Matt Shalhoub resides in Toronto, Ontario and is a founder and Managing Partner of Green Acre Capital. He is also a board member of Greentank Technologies and TREC Brands, and previously a board member of Tokyo Smoke, Ample Organics and Friendly Stranger Holdings Corp. He graduated with an HBA from the Richard Ivey School of Business.

Nathan Todd (44) – Chief Executive Officer (US Operations) and Director Nominee

Nathan Todd resides in Austin, Texas and is the Chief Executive Officer of the U.S. Operations of Humble, the founder of Windship Trading LLC and co-founder of Humble. He graduated summa cum laude with an MA from the University of Texas. Prior to the 2019 reorganization of Humble, Nathan was the President of Windship Trading and owner of Cali Crusher, a lifestyle cannabis brand, which he sold in 2017. Nathan also sits on the Board of a start-up tech company, Dedicate Technology Inc.

Kimberly Thomas-Ritchot (51) – Controller and Director Nominee

Kimberly Thomas-Ritchot resides in Brandon, Manitoba and is the co-founder of BOB HQ as well as the Controller for Humble’s Canadian subsidiaries. She graduated from Brandon University with a Bachelor of General studies and completed her CGA designation in 2006.

Orders, Penalties and Bankruptcies

To the knowledge of the Corporation, as of the date hereof, no CII Nominee or Humble Nominee:

is, or has been, within 10 years before the date hereof, a director, CEO or CFO of any Corporation (including the Corporation) that:
was subject to an order that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO;
is, or has been, within 10 years before the date hereof, a director or executive officer of any Corporation (including the Corporation) that, while such Nominee was acting in that capacity, or within a year of such Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Nominee.

For the purposes of the above section, the term “order” means:

a cease trade order, including a management cease trade order;
an order similar to a cease trade order; or

an order that denied the relevant Corporation access to any exemption under securities

legislation, that was in effect for a period of more than 30 consecutive days.

To the knowledge of the Corporation, as of the date hereof, no CII Nominee or Humble Nominee has been subject to:

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, other than penalties for late filing of insider reports (if any); or
any other penalties or sanctions imposed by a court or regulatory body,

that would likely be considered important to a reasonable Shareholder in deciding to vote for a proposed director.

Authorizing Directors to Fix the Number of Directors

Pursuant to section 125(3) of the OBCA, if a corporation’s provide for a minimum and maximum number of directors, the directors may, if a special resolution of shareholders so provides, fix the number of directors to be elected at an annual meeting.

In addition, section 124(2) of the OBCA also provides that where a special resolution empowers directors to fix the number of directors in accordance with section 125(3) of the OBCA, the directors may appoint one or more directors between annual meetings, to hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total numbers so appointed may not exceed one-third of the number of directors elected at the previous annual meeting.

From time to time, the Board identifies an individual who could make a valuable contribution to the Corporation as a director. The Board wishes to have the ability to invite such an individual to join the Board between Shareholders’ meetings, without the need to create a vacancy, as this may restrict the Corporation’s ability to enhance the Board at the earliest opportunity.

By adopting the proposed special resolution, it will be possible to more quickly take advantage of opportunities to augment the Board. At the same time, given the limitation on the number of directors who can be added between meetings and the expiry of the term of such directors at the next annual meeting, the Shareholders maintain their control over the composition of the Board.

For these reasons, Shareholders will be asked to consider, and, if deemed advisable, to approve, with or without variation, a special resolution to empower the directors to fix the number of directors to be elected within the minimum and maximum number of directors provided for in the Articles (the “ Director Range Resolution ”).

The text of this special resolution which management intends to place before the Meeting for the approval of the empowerment of the directors to fix the number of directors to be elected within the minimum and maximum number of directors provided for in the Articles is as follows:

“ BE IT RESOLVED as a special resolution of the Shareholders that:
in accordance with section 125(3) of the Business Corporations Act (Ontario), the directors shall

be empowered and authorized to determine the number of directors of the Corporation to be elected at annual meetings of the Corporation within the minimum and maximum numbers provided for in the articles of the Corporation; and

any one director or officer of the Corporation be and he is hereby authorized and instructed to take all such acts and proceedings and to execute and deliver all such applications, authorizations, certificates, documents and instruments, as in their opinion may be reasonably necessary or desirable for the implementation of this resolution.”

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the Director Range Resolution. The Board unanimously recommends that Shareholders vote for the Director Range Resolution.

Appointment of Auditor

Clearhouse LLP, the present auditor of the Corporation, was first appointed as such on June 16, 2020. Management recommends the re-appointment of Clearhouse LLP as the auditor to hold office until the close of the next annual meeting of the Shareholders.

Humble has notified the Corporation of its expectation that, in the event that the Transaction is completed, the Resulting Issuer’s auditor will be changed to MNP LLP, being Humble’s auditors.

The determination by the Resulting Issuer to use MNP LLP as auditor of the Resulting Issuer in the event that the Transaction is completed is expected to be made in the context of the Transaction and not because of any “reportable event” (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ).

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the appointment of Clearhouse LLP as auditors of the Corporation at remuneration to be fixed by the Board.

Name Change

Upon completion of the Transaction, the Corporation intends that the business of Humble will be the business of the Corporation. In connection therewith, the Corporation wishes to change its name to Humble & Fume Inc. or such other name as the Board, in its sole discretion, deems appropriate or as may be required or permitted by applicable regulatory authorities (the “ Name Change ”). The Board has determined that the Name Change is in the best interests of the Corporation in order to reflect the change in its business activities.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing the amendment of the articles of the Corporation to effect the Name Change (the “ Name Change Resolution ”). To be effective, the Name Change Resolution must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

Approval of the Name Change is a condition to the completion of the Transaction. Failure to approve the Name Change Resolution could impede or prevent the completion of the Transaction. Shareholders are urged to vote in favour of this special resolution. The text of the Name Change Resolution is as follows:

“ BE IT RESOLVED as a special resolution of the Shareholders that:

the articles of the Corporation be amended to change the name of the Corporation to “Humble & Fume Inc.” or such other name as the Board, in its sole discretion, deems appropriate and the Registrar (as defined in the OBCA) may permit;
any one director or officer be and is hereby authorized to send to the Registrar Articles of Amendment of the Corporation in the prescribed form, and any one or more directors are hereby authorized to prepare, execute and file Articles of Amendment in the prescribed form in order to give effect to this special resolution;
any director or officer of the Corporation is hereby authorized, empowered and instructed, acting for, in the name and on behalf of Corporation, to execute or cause to be executed, under the seal of Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing; and
the directors of the Corporation are hereby authorized and granted with absolute discretion and without further approval of the Shareholders, to revoke and rescind the foregoing resolution before the issuance by the Registrar of a certificate of amendment or articles in respect of such amendment.”

The requisite regulatory approvals for the Name Change, including the approvals of the CSE, if required (or any other stock exchange on which the Common Shares will be listed), may not be sought by the Corporation until after the Board decides to implement the Name Change. There can be no assurance that the applicable regulatory approvals for the Name Change will be obtained. The Name Change Resolution authorizes the Board not to proceed with the Name Change, without further approval of the Shareholders, before the issuance by the Registrar of a certificate of amendment or articles in respect of such amendment.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the Name Change Resolution. The Board unanimously recommends that Shareholders vote for the Name Change Resolution.

Consolidation

In order to effect the Transaction on the terms set out in the Letter of Intent, the Shareholders will be asked to approve a special resolution approving a consolidation of the outstanding Common Shares of the Corporation.

Description of the Consolidation Resolution

At the Meeting, the Shareholders will be asked to consider, and, if thought advisable, to approve a special resolution (the “ Consolidation Resolution ”) authorizing the Board to amend the Articles of the Corporation to consolidate the Corporation’s Common Shares into a lesser number of Common Shares on the basis of a consolidation ratio to be selected by the Board at a later date within a range of between two (2) pre-consolidation Common Shares for one (1) post-consolidation Common Share and 300 pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “ Consolidation ”), and presently anticipated to be 67.82 pre-consolidation Common Shares for one (1) post-consolidation Common Share. The timing of the Consolidation will be

determined by the Board.

All outstanding Common Shares, options and any other securities granting rights to acquire Common Shares of the Corporation will be affected by the Consolidation in accordance with the adjustment provisions contained in the instruments giving rise to the issuance of such securities.

No fractional Common Shares will be issued pursuant to the Consolidation and no cash will be paid in lieu of fractional post-Consolidation Common Shares. In the case of fractional Common Shares resulting from the Consolidation, fractions of a Common Share shall be rounded up to the nearest whole Common Share.

The Board would like the consent of the Shareholders to not proceed with the Consolidation in the event that the special resolution is passed by the Shareholders at the Meeting and the Board subsequently concludes that it would not be in the best interests of the Corporation to proceed with the Consolidation. In the event the Board does proceed, the Board will set a record date for the Consolidation and announce details of the consolidation process by way of press release.

The Consolidation is a condition to the completion of the Transaction. If the Consolidation is not approved at the Meeting, the Corporation will not be able to proceed with the Transaction. The Board believes that the Consolidation is in the best interests of the Corporation and therefore unanimously recommends that Shareholders vote in favour of the special resolution approving the Consolidation.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, the Consolidation Resolution. To be effective, the Consolidation Resolution must be approved by the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

Approval of the Consolidation is a condition to the completion of the Transaction. Failure to approve the Consolidation Resolution could impede or prevent the completion of the Transaction. Shareholders are urged to vote in favour of this special resolution.

The text of the Consolidation Resolution is as follows:

“ BE IT RESOLVED as a special resolution of the Shareholders that:
the Corporation’s common shares (the “ Common Shares ”) be consolidated on the basis of a consolidation ratio within a range of between two (2) preconsolidation Common Shares for one (1) post-consolidation Common Share and 300 pre-consolidation Common Shares for one (1) post-consolidation Common Share, with the timing and exact ratio to be determined by the Board at a later date (the “ Consolidation ”). Such determination will be subject to completion of the Consolidation within twelve (12) months of the date of this special resolution;
fractions of a Common Share shall be rounded up to the nearest whole Common Share and Shareholders shall not receive fractional shares as a result of the Consolidation, and any fraction of a Common Share held by each Shareholder at the time of the Consolidation shall be rounded up to a whole share;
the Board of Directors may, at its sole discretion, decide to not act on this special resolution without further approval or authorization from the Shareholders; and

any one (or more) director or officer of the Corporation is authorized and directed, on behalf of the Corporation, to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other instruments and do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to this special resolution.”

The requisite regulatory approvals for the Consolidation, including the approvals of the CSE, if required (or any other stock exchange on which the Common Shares will be listed), may not be sought by the Corporation until after the Board decides to implement the Consolidation. There can be no assurance that the applicable regulatory approvals for the Consolidation will be obtained. The Consolidation Resolution authorizes the Board not to proceed with the Consolidation, without further approval of the Shareholders, before it is acted upon.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the Consolidation Resolution. The Board unanimously recommends that Shareholders vote for the Consolidation Resolution.

Approval of Equity Incentive Plan

Historically, the Corporation has provided equity incentives to directors, officers, employees and consultants in the form of stock options (“ Options ”). As at the date of this Circular, there are no outstanding Options.

Shareholders will be asked at the Meeting to vote on a resolution to approve, for the ensuing year, an equity incentive plan (the “ Equity Incentive Plan ”), as described below.

As of the date of this Circular, no awards have been made under the 2021 Incentive Plan. The following is a description of the key terms of the Equity Incentive Plan, which is qualified in its entirety by reference to the full text of the Equity Incentive Plan.

Background

The Board plans to adopt the Equity Incentive Plan to align the interests of the Corporation with its directors, officers, consultants, and employees in order to attract and retain qualified persons to serve on the Board and to service the Corporation. Receiving a portion of their compensation for serving as a director or officer of the Corporation in the form of securities of the Corporation also encourages ownership of the Common Shares by such persons.

Purpose

In addition to streamlining the administration of equity incentives, the purpose of the Equity Incentive Plan are to (a) enable the Corporation and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Corporation’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the security holders of the Corporation; and (c) promote the success of the Corporation’s business.

Types of Awards

The Equity Incentive Plan permits the grant of (i) Options, (ii) restricted stock units (“ RSUs ”), and (iii) other stock-based awards (collectively, “ Awards ”). Any of the Resulting Issuer’s employees, officers, directors and consultants (who are natural persons) are eligible to participate in the Equity Incentive Plan if selected by the Board or a Compensation Committee of the Resulting Issuer (the “ Participants ”). A maximum of 25,200,000 Common Shares may be issued as Awards, representing 10% of the total shares then outstanding, subject to adjustment as provided in the Equity Incentive Plan. Any shares subject to an Award under the 2021 Incentive Plan that are forfeited, cancelled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a Participant shall again be available for Awards under the 2021 Incentive Plan. If, and so long as, the Resulting Issuer is listed on the CSE, the aggregate number of Common Shares issued or issuable to persons providing investor relations activities (as defined in CSE policies) as compensation within a one-year period, shall not exceed 1% of the total number of Common Shares then outstanding.

The Board or a Compensation Committee is authorized to make adjustments to the number and kind of shares which may be issued in connection with Awards, the number and kind of shares issuable in respect of outstanding Awards, the purchase price or exercise price relating to any Award (or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award) and any share limit set forth in the Equity Incentive Plan in order to prevent the dilution or enlargement of the rights of Participants in connection with any stock split, reorganization, merger, amalgamation, repurchase or exchange of securities of the Resulting Issuer, issuance of securities of the Resulting Issuer or other similar corporate transaction or event, or any unusual or nonrecurring events affecting the Resulting Issuer or any change in applicable laws, accounting principles or stock exchange rules.

Options

Under the terms of the Equity Incentive Plan, unless, in respect of Participants who are not residents of Canada for purposes of the Income Tax Act (Canada) and not subject to taxation under the Income Tax Act (Canada) with respect to such Option, the Compensation Committee determines the exercise price of the Options will not be less than the fair market value (as determined under the Equity Incentive Plan) of the shares at the time of grant, and in any event may not be priced lower than the greater of the closing market price of the Common Shares on (a) the trading day prior to the date of grant of the stock options, and (b) the date of grant of the stock options. The maximum term of an option granted under the Equity Incentive Plan will be ten years from the date of grant. Payment in respect of the exercise of an Option may be made in cash or by cheque, by surrender of unrestricted shares (at their fair market value on the date of exercise) or by such other method as the Board or a Compensation Committee may determine to be appropriate.

RSUs

RSUs are granted in reference to a specified number of Common Shares and entitle the holder to receive, on achievement of specific performance goals established by the Board or a Compensation Committee, after a period of continued service with the Resulting Issuer or its affiliates or any combination of the above as set forth in the applicable award agreement, one Common Share for each such Common Share covered by the RSU; provided, that the Board or a Compensation Committee may elect to pay cash, or part cash and part Common Shares in lieu of delivering only Common Shares, and provided further that pursuant to the policies of the CSE, the value ascribed to the Common Shares covered by the RSU may not be lower than the greater of the closing market price of the Common Shares on (a) the trading day prior to the date of grant of the RSUs, and (b) the date of grant of the RSUs. The Board or a Compensation Committee may, in its discretion,

accelerate the vesting of RSUs.

In addition, awards may be granted under the Equity Incentive Plan that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares), as are deemed by the Board or a Compensation Committee to be consistent with the purpose of the Equity Incentive Plan in accordance with applicable regulations, provided that pursuant to the rules of the CSE, such awards may not be priced lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the award, and (b) the date of grant of the award.

Tax Withholding

The Resulting Issuer may take such action as it deems appropriate to ensure that all applicable federal, state, local and/or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.

General

The Board or a Compensation Committee may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate, in each case subject to the policies of the CSE. Generally, Awards granted under the Equity Incentive Plan shall be non-transferable except by will or by the laws of descent and distribution.

The Resulting Issuer Board may amend, alter, suspend, discontinue or terminate the Equity Incentive Plan and the Board or a Compensation Committee may suspend or terminate any outstanding Award at any time; provided that (i) such amendment, alteration, suspension, discontinuation, or termination shall be subject to (A) the approval of the Resulting Issuer’s shareholders if such approval is necessary to comply with any tax or regulatory requirement applicable to the Equity Incentive Plan (including, without limitation, as necessary to comply with any rules or requirements of applicable securities exchange); and (B) the policies of the CSE.

In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Common Shares or other securities of the Resulting Issuer or any other similar corporate transaction or event involving the Resulting Issuer (or the Resulting Issuer shall enter into a written agreement to undergo such a transaction or event), the Compensation Committee or the Resulting Issuer Board may, in its sole discretion, provide for any (or a combination) of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs):

termination of the Award, whether or not vested, in exchange for cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights,
the replacement of the Award with other rights or property selected by the Compensation Committee or the Resulting Issuer’s Board, in its sole discretion,
assumption of the Award by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices,

that the Award shall be exercisable or payable or fully vested with respect to all Common Shares covered thereby, notwithstanding anything to the contrary in the applicable award agreement, or
that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.

The Shareholders will be asked to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Equity Incentive Plan (the “ Equity Incentive Plan Resolution ”). To be effective, the Equity Incentive Plan Resolution must be approved by the affirmative vote of not less than a majority of the votes cast by the holders of Common Shares present in person or by proxy at the Meeting.

The text of the Equity Incentive Plan Resolution is as follows:

“ BE IT RESOLVED as an ordinary resolution of the Shareholders that:

the Equity Incentive Plan, be and is hereby approved with such modifications as may be required by the CSE (or any other stock exchange on which the Common Shares are listed);
the maximum number of Common Shares of the Corporation which may be issued under the Equity Incentive Plan shall be equal to ten percent (10%) of the then issued and outstanding Common Shares of the Corporation from time to time; and
any director or officer of the Corporation is hereby authorized, empowered and instructed, acting for, in the name and on behalf of Corporation, to execute or cause to be executed, under the seal of Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.”

The requisite regulatory approvals for the Equity Incentive Plan, including the approvals of the CSE (or any other stock exchange on which the Common Shares will be listed), may not be sought by the Corporation until after the Meeting. There can be no assurance that the applicable regulatory approvals for the Equity Incentive Plan will be obtained.

Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the Equity Incentive Plan Resolution.

Adoption of New General By-Law No.1

Background

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to ratify, with or without variation, a new general by-law No.1 (the “ New By-Law No.1 ”). A copy of the New ByLaw No.1 is attached to this Circular as Schedule “B.”

Purpose of the New By-Law No.1

The Corporation has recently undertaken a review of the of the old by-laws of the Corporation (the “ Old By-Laws ”), particularly in light of evolving corporate governance best practices, and determined that it would be in the best interests of the Corporation to implement a new by-law no. 1. The New By-law No. 1, which was enacted by the Board on March 31, 2021, in order to incorporate such best practices and implement certain other desirable changes to update the Old By-Laws.

The New By-law No. 1 is standard in its form and governs all aspects of the business and affairs of the Corporation, such as the establishment of a quorum for meetings of directors and shareholders, the conduct of such meeting, signing authorities, the appointment of officers, the description of the officers’ duties, the establishment of committees of the Board, the authority of persons to contract on behalf of the Corporation and similar matters.

Confirmation and Approval of New By-law No. 1 by Shareholders

If the New By-law No. 1 is approved at the Meeting, the New By-law No. 1 will come in to effect after the termination of the Meeting. Following this, the New By-law No. 1 will be subject to an annual review by the Board, and will be updated to the extent needed to reflect changes required by securities regulatory agencies or stock exchanges, or so as to meet industry standards.

If the New By-law No. 1 is not approved at the Meeting, the New By-law No. 1 will not become effective.

At the Meeting, Shareholders will be asked to approve the New By-law No. 1 by ordinary resolution (the “ New By-Law No. 1 Resolution ”):

“ BE IT RESOLVED as an ordinary resolution of the Shareholders that:

any existing by-laws of the Corporation be repealed and by-law no. 1, being a general by-law in the form attached to the management information circular dated April 2, 2021 of the Corporation as Schedule “B”, be and are hereby ratified and confirmed as a by-law of the Corporation; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination

In order to pass the New By-law No. 1 Resolution, at least a majority of the votes cast by the shareholders present at the Meeting in person or by proxy must be voted in favour of the New Bylaw No. 1 Resolution. If the New By-law No. 1 Resolution does not receive the requisite shareholder approval, the Old By-Laws will continue to be in effect.

The Board unanimously recommends that Shareholders vote for the New By-Law No.1. Unless otherwise directed to the contrary, it is the intention of the persons named in the enclosed form of proxy to vote proxies IN FAVOUR of the New By-law No. 1 Resolution.

INDICATION OF OFFICER AND DIRECTORS

All of the directors and executive officers of the Corporation have indicated that they intend to vote their Common Shares in favour of each of the above resolutions. In addition, unless authority to do so is indicated otherwise, the persons named in the enclosed form of proxy intend to vote the Common Shares represented by such proxies in favour of each of the above resolutions.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com. Shareholders may also contact Michael Lerner, Chief Executive Officer of the Corporation at 416-710-4906.

Financial information is provided in the Corporation’s comparative financial statements and management discussion and analysis for the fiscal years ended July 31, 2020 and 2019 and subsequent interim periods, which are filed on SEDAR.

OTHER MATTERS

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

The contents of this Circular and its distribution to Shareholders have been approved by the Board.

DATED April 2, 2021.

BY ORDER OF THE BOARD

(signed) “ Michael Lerner ”

Michael Lerner Chief Executive Officer, Chief Financial Officer and Director

SCHEDULE A Audit Committee Charter [ See attached ]

CANADA IRON INC. (the “Corporation”)

CHARTER OF THE AUDIT COMMITTEE

PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the " Committee ") of the Board of Directors (the " Board ") of the Corporation is to provide an open avenue of communication between management, the Corporation's external auditor and the Board and to assist the Board in its oversight of:

the integrity, adequacy and timeliness of the Corporation's financial reporting and disclosure practices;
the Corporation's compliance with legal and regulatory requirements related to financial reporting; and
the independence and performance of the Corporation's external auditor.

The Committee shall also perform any other activities consistent with this Charter, the Corporation's articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Corporation or of an affiliate of the Corporation. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee's role is one of oversight. Management is responsible for preparing the Corporation's financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with international financial reporting standards (" IFRS "). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The external auditor's responsibility is to audit the Corporation's financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation in accordance with IFRS.

The Committee is responsible for recommending to the Board the external auditor to be nominated for the purpose of auditing the Corporation's financial statements, preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, and for reviewing and recommending the compensation of the external auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the external auditor. The external auditor shall report directly to the Committee.

AUTHORITY AND RESPONSIBILITIES

In addition to the foregoing, in performing its oversight responsibilities the Committee shall:

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
Review the appointments of the Corporation's Chief Financial Officer and any other key financial executives involved in the financial reporting process.
Review with management and the external auditor the adequacy and effectiveness of the Corporation's accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
Review with management and the external auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
Review the Corporation's financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the external auditor's judgment about the quality and appropriateness of the Corporation's accounting policies. This review may include discussions with the external auditor without the presence of management.
Review with management and the external auditor significant related party transactions and potential conflicts of interest.
Pre-approve all non-audit services to be provided to the Corporation by the external auditor.
Monitor the independence of the external auditor by reviewing all relationships between the external auditor and the Corporation and all non-audit work performed for the Corporation by the external auditor.
Establish and review the Corporation's procedures for the:
receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel,
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accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Corporation.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting issuer pursuant to National Instrument 52-110, the Canadian Business Corporations Act and the articles of the Corporation.

SCHEDULE B New By-law No. 1

[ See attached ]

BY-LAW NO. 1

Business Corporations Act (Ontario)

A by-law relating generally to the regulation of the business and affairs of

CANADA IRON INC.

(the “ Corporation ”)

Sensitivity: Confidential

TABLE OF CONTENTS	TABLE OF CONTENTS
Section I DEFINITIONS AND INTERPRETATION .................................................................................. 3
1.1	Definitions .......................................................................................................................... 3
1.2	Certain Rules of Interpretation............................................................................................ 4
Section II DIRECTORS ................................................................................................................................ 5
2.1	Quorum ............................................................................................................................... 5
2.2	Qualification ....................................................................................................................... 5
2.3	Election and Term ............................................................................................................... 5
2.4	Removal of Directors .......................................................................................................... 5
2.5	Vacation of Office .............................................................................................................. 5
2.6	Vacancies ............................................................................................................................ 6
2.7	Remuneration and Expenses ............................................................................................... 6
Section III MEETINGS OF DIRECTORS ................................................................................................... 6
3.1	Meetings by Telephone, Electronic or Other Communication Facility .............................. 6
3.2	Place of Meetings ................................................................................................................ 7
3.3	Calling of Meetings ............................................................................................................ 7
3.4	Notice of Meeting ............................................................................................................... 7
3.5	Waiver of Notice ................................................................................................................. 7
3.6	First Meeting of New Board ............................................................................................... 7
3.7	Adjourned Meeting ............................................................................................................. 7
3.8	Regular Meetings ................................................................................................................ 7
3.9	Chairman of Meetings of the Board .................................................................................... 7
3.10	Votes to Govern .................................................................................................................. 8
3.11	One Director Meeting ......................................................................................................... 8
3.12	Resolution in Writing .......................................................................................................... 8
Section IV COMMITTEES .......................................................................................................................... 8
4.1	Committee of Directors ...................................................................................................... 8
4.2	Audit Committee ................................................................................................................. 8
4.3	Transaction of Business ...................................................................................................... 8
4.4	Procedure ............................................................................................................................ 8
Section V OFFICERS ................................................................................................................................... 9
5.1	Appointment ....................................................................................................................... 9
5.2	Chairman of the Board ........................................................................................................ 9
5.3	Managing Director .............................................................................................................. 9
5.4	President.............................................................................................................................. 9
5.5	Vice-President ................................................................................................................... 10
5.6	Secretary ........................................................................................................................... 10
5.7	Treasurer ........................................................................................................................... 10
5.8	Powers and Duties of Other Officers ................................................................................ 10
5.9	Variation of Powers and Duties ........................................................................................ 10
5.10	Term of Office .................................................................................................................. 10
5.11	Agents and Attorneys ........................................................................................................ 11
5.12	Fidelity Bonds ................................................................................................................... 11
Section VI PROTECTION OF DIRECTORS AND OFFICERS ............................................................... 11
6.1	Limitation of Liability ...................................................................................................... 11
6.2	Indemnity .......................................................................................................................... 11
6.3	Insurance ........................................................................................................................... 12
Section VII MEETINGS OF SHAREHOLDERS ...................................................................................... 13
7.1	Annual Meetings ............................................................................................................... 13

Sensitivity: Confidential

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7.2	Special Meetings ............................................................................................................... 13
7.3	Place of Meetings .............................................................................................................. 13
7.4	Meetings by Telephone, Electronic or Other Communication Facility ............................ 13
7.5	Notice of Meetings ............................................................................................................ 13
7.6	List of Shareholders Entitled to Notice ............................................................................. 14
7.7	Record Date for Notice ..................................................................................................... 14
7.8	Meetings Without Notice .................................................................................................. 14
7.9	Chairman, Secretary and Scrutineers ................................................................................ 14
7.10	Persons Entitled to be Present ........................................................................................... 14
7.11	Quorum ............................................................................................................................. 15
7.12	Entitlement to Vote ........................................................................................................... 15
7.13	Proxies .............................................................................................................................. 15
7.14	Time for Deposit of Proxies .............................................................................................. 15
7.15	Joint Shareholders ............................................................................................................. 15
7.16	Votes to Govern ................................................................................................................ 16
7.17	Show of Hands .................................................................................................................. 16
7.18	Ballots ............................................................................................................................... 16
7.19	Voting While Participating Electronically ........................................................................ 16
7.20	Resolution in Writing ........................................................................................................ 16
Section VIII SECURITIES ......................................................................................................................... 17
8.1	Registration of Transfer .................................................................................................... 17
8.2	Transfer Agents and Registrars ......................................................................................... 17
8.3	Lien on Shares .................................................................................................................. 17
8.4	Enforcement of Lien ......................................................................................................... 17
8.5	Security Certificates .......................................................................................................... 18
8.6	Replacement of Security Certificates ................................................................................ 18
8.7	Joint Shareholders ............................................................................................................. 18
8.8	Representatives of Security Holders ................................................................................. 18
Section IX DIVIDENDS AND RIGHTS .................................................................................................... 19
9.1	Dividends .......................................................................................................................... 19
9.2	Dividend Cheques ............................................................................................................. 19
9.3	Non-Receipt of Cheques ................................................................................................... 19
9.4	Record Date for Dividends and Rights ............................................................................. 20
9.5	Unclaimed Dividends ....................................................................................................... 20
Section X GENERAL ................................................................................................................................. 20
10.1	Execution of Instruments .................................................................................................. 20
10.2	Electronic Signatures ........................................................................................................ 20
10.3	Voting Rights in other Corporations ................................................................................. 21
Section XI NOTICES ................................................................................................................................. 21
11.1	Method of Sending Notice ................................................................................................ 21
11.2	Notice by Electronic Communications ............................................................................. 21
11.3	Notice to Joint Shareholders ............................................................................................. 22
11.4	Computation of Time ........................................................................................................ 22
11.5	Undelivered Notices ......................................................................................................... 22
11.6	Omissions and Errors ........................................................................................................ 22
11.7	Persons Entitled by Operation of Law .............................................................................. 22
11.8	Waiver of Notice ............................................................................................................... 22
11.9	Execution of Notices ......................................................................................................... 22
11.10	Proof of Service ................................................................................................................ 23

SECTION I DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this by-law and in all other by-laws of the Corporation, unless the context otherwise requires:

“ Act ” means the Business Corporations Act (Ontario) as amended or re-enacted from time to time and includes the regulations made pursuant thereto.

“ appoint ” includes “ elect ” and vice versa;

“ articles ” means the articles of incorporation of the Corporation, as from time to time amended or restated;

“ board ” means the board of directors of the Corporation and “ director ” means a member of the board;

“ by-laws ” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

“ cheque ” includes a bank draft;

“ director ” means a director of the Corporation.

“ number of directors ” means the number of directors provided for in the articles or, where a minimum and maximum number of directors is provided for in the articles, the number of directors determined by a special resolution or resolution of the board where it is empowered by special resolution to determine the number of directors.

“ day ” means a clear day and a period of days shall be deemed to commence on the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or a holiday;

“ meeting of shareholders ” includes an annual meeting of shareholders, a special meeting of shareholders and an annual and special meeting of shareholders;

“ non-business day ” means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act (Ontario), as from time to time amended;

“ ordinary resolution ” means a resolution that is: (i) submitted to a meeting of the shareholders of a corporation and passed, with or without amendment, at the meeting by at least a majority of the votes cast; or (ii) signed by all of the shareholders entitled to vote on that resolution;

“ person ” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a

natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

“ recorded address ” means: (i) in the case of a shareholder, the address of the shareholder as recorded in the securities register; (ii) in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; (iii) in the case of an officer, auditor or member of a committee of the board, the latest address as recorded in the records of the Corporation; and (iv) in the case of a director, the latest address as recorded in the records of the Corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is more current;

“ resident Canadian ” means an individual who is:

(a) a Canadian citizen ordinarily resident in Canada;
(b) a Canadian citizen not ordinarily resident in Canada who is a member of a class of persons prescribed in the regulations to the Act; or
(c) a permanent resident within the meaning of the Immigration and Refugee Protection Act

(Canada) and ordinarily resident in Canada;

“ special meeting of shareholders ” includes a meeting of any class, classes or series of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

“ special resolution ” means a resolution: (i) passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution; or (ii) signed by all the shareholders entitled to vote on that resolution; and

“ unanimous shareholder agreement ” means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

1.2 Certain Rules of Interpretation

(a) All terms used in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act.
(b) In all by-laws, the singular shall include the plural and the plural shall include the singular and words in one gender include all genders.
(c) Headings used in the by-laws are for convenience of reference only and shall not affect the construction or interpretation of the by-laws.
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(d) If any of the provisions contained in this by-law are inconsistent with those contained in the articles or a unanimous shareholder agreement, the provisions contained in the articles or unanimous shareholder agreement, as the case may be, shall prevail.

SECTION II DIRECTORS

2.1 Quorum

The quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors. If, however, the Corporation has fewer than three directors, all directors must be present at any meeting of the board to constitute a quorum.

2.2 Qualification

No person shall be qualified for election as a director if that person: (a) is less than 18 years of age; (b) has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; (c) is not an individual; or (d) has the status of a bankrupt. A director need not be a shareholder. At least 25% of the directors shall be resident Canadians. However, if the Corporation has fewer than four directors, at least one director shall be a resident Canadian.

2.3 Election and Term

The election of directors shall take place at the first meeting of shareholders and at each annual meeting of shareholders. A director not elected for an expressly stated term shall cease to hold office at the close of the first annual meeting following election or appointment. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

2.4 Removal of Directors

Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at an annual or special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors.

2.5 Vacation of Office

A director ceases to hold office when that director: (a) dies; (b) is removed from office by the shareholders; or (c) ceases to be qualified for election as a director. A director who resigns ceases to hold office when that director’s written resignation is received by the Corporation or, if a time is specified in such resignation, at the time so specified, whichever is later. Until the first meeting of shareholders, the resignation of a director named in the articles shall not be effective unless at the time the resignation is to become effective a successor has been elected or appointed.

2.6 Vacancies

(a) Subject to the provisions of the Act, if a quorum of the board remains in office, the board may fill a vacancy in the board, except a vacancy resulting from:
(i) an increase in the number of directors otherwise than in accordance with section 2.6(b), or in the maximum number of directors;
(ii) a failure to elect the number of directors required to be elected at any meeting of the shareholders;
(b) Where the directors are empowered to determine the number of directors the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders.
(c) In the absence of a quorum of the board, or if the board is not permitted to fill such vacancy, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are no directors then in office, then any shareholder may call the meeting.

2.7 Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine and shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing in this bylaw shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

SECTION III MEETINGS OF DIRECTORS

3.1 Meetings by Telephone, Electronic or Other Communication Facility

If all the directors present at or participating in the meeting consent, any or all of the directors may participate in a meeting of the board or of a committee of the board by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and any director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board held while a director holds office.

3.2 Place of Meetings

Meetings of the board may be held at any place within or outside Ontario. In any financial year of the Corporation, a majority of the meetings of the board need not be held within Canada.

3.3 Calling of Meetings

Meetings of the board may be convened at any time by the president or any director upon notice given to all directors in accordance with section 3.4.

3.4 Notice of Meeting

Notice of the time and place of each meeting of the board shall be given in the manner provided in section 11.1 to each director: (a) not less than 48 hours before the time when the meeting is to be held if the notice is mailed; or (b) not less than 24 hours before the time the meeting is to be held if the notice is given personally or is delivered or is sent by any means of transmitted or recorded communication or as an electronic document.

3.5 Waiver of Notice

A director may in any manner and at any time waive notice of or otherwise consent to a meeting of the board, including by sending an electronic document to that effect. Attendance of a director at a meeting of the board shall constitute a waiver of notice of that meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been properly called.

3.6 First Meeting of New Board

Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting immediately following the meeting of shareholders at which such board is elected.

3.7 Adjourned Meeting

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

3.8 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the nature of the business to be transacted to be specified.

3.9 Chairman of Meetings of the Board

The chairman of any meeting of the board shall be a director and the Chairman of the Board, and if no such officer has been appointed the chairman shall be the Managing Director, and if neither

of such offices have been appointed shall be the president or a vice-president or the secretary (in that order of seniority). If no such officers are present and willing to serve, the directors present shall choose one of their own to be chairman of such meeting of the board.

3.10 Votes to Govern

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

3.11 One Director Meeting

Where the board consists of only one director, that director may constitute a meeting.

3.12 Resolution in Writing

A resolution in writing signed by all of the directors is as valid as if it had been passed at a meeting of the directors.

SECTION IV COMMITTEES

4.1 Committee of Directors

The board may appoint from their number one or more committees of the board, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of the board has no authority to exercise.

4.2 Audit Committee

If the Corporation is an offering corporation the board shall, and otherwise the board may, constitute an audit committee composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates, and who shall hold office until the next annual meeting of shareholders. The audit committee shall have the powers and duties provided in the Act.

4.3 Transaction of Business

The powers of a committee of the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Ontario.

4.4 Procedure

Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure. To the extent that the board or the committee does not establish rules to regulate the procedure of the

committee, the provisions of this by-law applicable to meetings of the board shall apply mutatis mutandis .

SECTION V OFFICERS

5.1 Appointment

The board may designate the offices of the Corporation and from time to time appoint a chairman of the board, managing director, president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. One person may hold more than one office and, except for the chairman of the board and the managing director, an officer need not be a director.

5.2 Chairman of the Board

If appointed, the chairman of the board may be assigned by the board any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president and, subject to the provisions of the Act, such other powers and duties as the board may specify. The chairman of the board shall, when present, preside at all meetings of the board and shareholders. Subject to section 3.9 and section 7.9, during the absence or disability of the chairman of the board, the duties of the chairman of the board shall be performed, and the powers exercised, by the first mentioned of the following officers then in office: the managing director, the president or a vicepresident (in order of seniority).

5.3 Managing Director

If appointed, the managing director shall be the chief executive officer and, subject to the authority of the board, shall have general supervision of the business and affairs of the Corporation. The managing director shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the president, or if no president has been appointed, the managing director shall also have the powers and duties of that office.

5.4 President

If appointed, the president shall have general supervision of the business and affairs of the Corporation, subject to the direction and authority of the board, the chairman of the board and the managing director, and shall have such other powers and duties as the board may specify. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office. In the absence of the appointment of a managing director or the designation of the chairman of the board as such, the president shall be the chief executive officer of the Corporation. Otherwise, the president shall be the chief operating officer of the Corporation.

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5.5 Vice-President

If appointed, the vice-president, or if more than one, the vice-presidents, in order of seniority as designated by the board, shall be vested with all the powers and perform all the duties of the president in the president’s absence, inability or refusal to act, except that a vice-president shall not preside at any meeting of the directors unless appointed to do so by the board. A vice-president shall have such powers and duties as the board or the chief executive officer may specify.

5.6 Secretary

If appointed, the secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all such proceedings. The secretary shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers and auditors. The secretary shall be the custodian of all books and records of the Corporation, except when some other officer or agent has been appointed for that purpose. The secretary shall have such other powers and duties as the board or the chief executive officer may specify.

5.7 Treasurer

If appointed, the treasurer shall keep or cause to be kept proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation. The treasurer shall render to the board whenever required an account of all transactions undertaken as treasurer and of the financial position of the Corporation and shall have such other powers and duties as the board or the chief executive officer may specify.

5.8 Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs.

5.9 Variation of Powers and Duties

Subject to the provisions of the Act, the board may from time to time vary, add to or limit the powers and duties of any officer.

5.10 Term of Office

The board, in its discretion, may remove any officer of the Corporation without prejudice to such officer’s rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until a successor is appointed, except that the term of office of the chairman of the board or managing director shall expire when the holder thereof ceases to be a director.

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5.11 Agents and Attorneys

The board shall have the power from time to time to appoint agents or attorneys for the Corporation in or out of Ontario with such powers of management or otherwise (including the power to subdelegate) as the board may determine.

5.12 Fidelity Bonds

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their duties in such form and with such surety as the board may from time to time prescribe.

SECTION VI PROTECTION OF DIRECTORS AND OFFICERS

6.1 Limitation of Liability

No director or officer of the Corporation shall be liable for the acts or omissions of any other director, officer, employee or agent of the Corporation, or for any costs, charges or expenses of the Corporation resulting from any deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from bankruptcy or insolvency, or in respect of any tortious acts of or relating to the Corporation or any other director, officer, employee or agent of the Corporation, or for any loss occasioned by an error of judgment or oversight on the part of any other director, officer, employee or agent of the Corporation, or for any other costs, charges or expenses of the Corporation occurring in connection with the execution of the duties of the director or officer, unless such costs, charges or expenses are incurred as a result of such person’s own wilful neglect, default or negligence. Nothing in this by-law, however, shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach of the Act.

6.2 Indemnity

(a) Indemnification. The Corporation may indemnify and save harmless every director or officer, every former director or officer, and every individual who acts or acted at the Corporation’s request as a director or officer or an individual in a similar capacity of another entity, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that individual in respect of any civil, criminal, administrative, investigative or other proceeding to which that individual is involved because of their association with the Corporation or other entity.
(b) Advance of Costs. The Corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 6.2(a), but such individual shall be required to repay the money if the individual does not fulfil the conditions set out in section 6.2(c).
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(c) Limitation. The Corporation shall not indemnify an individual under section 6.2(a) unless that individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or as an individual in a similar capacity at the Corporation’s request.
(d) Further Limitation. In addition to the conditions set out in section 6.2(c), if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Corporation shall not indemnify the individual under section 6.2(a) unless that individual had reasonable grounds for believing that the conduct was lawful.
(e) Derivative Action. The Corporation may, with the approval of a court, indemnify and save harmless any individual referred to in section 6.2(a), or advance moneys under section 6.2(b) in respect of any action by or on behalf of the Corporation or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual’s association with the Corporation or other entity against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if that individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request.
(f) Right to Indemnity. Despite section 6.2(a), an individual referred to in that section is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Corporation or other entity as described in section 6.2(a) if the individual seeking an indemnity,
(i) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and
(ii) fulfils the condition set out in section 6.2(c) and section 6.2(d).

6.3 Insurance

The Corporation may purchase and maintain such insurance for the benefit of an individual referred to in section 6.2(a) against any liability incurred by the individual in his or her capacity as a director or officer of the Corporation, or in his or her capacity as a director or officer, or a similar capacity of another entity, if the individual acts or acted in that capacity at the Corporation’s request.

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SECTION VII MEETINGS OF SHAREHOLDERS

7.1 Annual Meetings

The annual meeting of shareholders shall be held at such time in each year and, subject to section 7.3, at such place as the board, may from time to time determine for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

7.2 Special Meetings

The board, the chairman of the board, the managing director, the president or the holders of not less than ten percent (10%) of the issued shares of the Corporation that carry the right to vote at a meeting sought, shall have power to call a special meeting of shareholders at any time.

7.3 Place of Meetings

Meetings of shareholders shall be held at the place where the registered office of the Corporation is situate or, if the board shall so determine, at some other place within or outside of Ontario.

7.4 Meetings by Telephone, Electronic or Other Communication Facility

Any person entitled to attend a meeting of shareholders may participate in the meeting, to the extent and in the manner permitted by law, by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The directors or the shareholders of the Corporation who call a meeting of shareholders pursuant to the Act may determine that the meeting shall be held, to the extent and in the manner permitted by law, entirely by means of a telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

7.5 Notice of Meetings

Notice of the time and place of each meeting of shareholders (and of each meeting of shareholders adjourned for an aggregate of 30 days or more) shall be given in the manner provided in section 11.1 not less than 10 days (or such lesser number of days then required under the Act or any other applicable legislation, regulation or administrative policy), unless the Corporation is an offering corporation in which case not less than 21 days or, in either case, not more than 50 days before the date of the meeting, to each director, to the auditor of the Corporation and to each shareholder entitled to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit a shareholder to form a reasoned judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting.

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7.6 List of Shareholders Entitled to Notice

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record date for the meeting is fixed pursuant to section 7.7, the shareholders listed shall be those registered at the close of business on the record date and such list shall be prepared not later than 10 days after such record date. If no record date is fixed, the list shall be prepared at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held and shall list all shareholders registered at such time. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the place where the meeting is held.

7.7 Record Date for Notice

The board may fix in advance a record date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall be given not less than 7 days before such record date in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given.

7.8 Meetings Without Notice

A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of or otherwise consent to a meeting of shareholders. Attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where that person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called.

7.9 Chairman, Secretary and Scrutineers

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting and willing to serve: chairman of the board, managing director, president or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman with the consent of the meeting.

7.10 Persons Entitled to be Present

The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote the directors and auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the

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meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

7.11 Quorum

The holders of 5% of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, will constitute quorum at that meeting. If quorum is present at the opening of a meeting of shareholders, the shareholder present or represented may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. Notwithstanding the foregoing, if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting.

7.12 Entitlement to Vote

Subject to the provisions of the Act as to authorized representatives of any other body corporate, at any meeting of shareholders every person who is named in the shareholders list prepared pursuant to section 7.6 shall be entitled to vote the shares shown thereon opposite the name of that person at the meeting to which the shareholder list relates.

7.13 Proxies

Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or by the attorney of the shareholder or shall be an electronic document with an electronic signature and shall conform with the requirements of the Act.

7.14 Time for Deposit of Proxies

The board may by resolution and specified in a notice calling a meeting of shareholders fix a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting.

7.15 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

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7.16 Votes to Govern

At any meeting of shareholders every question shall, unless otherwise required by law, be determined by the majority of the votes cast on the question. In the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.

7.17 Show of Hands

Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded by electronic means or otherwise. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded by electronic means or otherwise, a declaration by the chairman of the meeting as to the result of the vote upon the question and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of such question, and the result of the vote so taken shall be the decision of the shareholders upon such question.

7.18 Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, any shareholder or proxyholder entitled to vote at the meeting may demand a ballot. A ballot so demanded shall be taken in such manner as the chairman shall direct, which manner shall permit a shareholder or proxyholder participating in the meeting electronically to cast a ballot. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of the ballot so taken shall be the decision of the shareholders upon the question.

7.19 Voting While Participating Electronically

Any person participating in a meeting of shareholders by electronic means as provided in section 7.4 and entitled to vote at that meeting may vote, to the extent and in the manner permitted by law, partly or entirely by means of the telephone, electronic or other communication facility that the Corporation has made available for that purpose.

7.20 Resolution in Writing

A resolution in writing signed by all of the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditor in accordance with the Act.

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SECTION VIII SECURITIES

8.1 Registration of Transfer

Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer endorsed thereon or delivered therewith duly executed by the registered holder or by that holder’s attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to transfer as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.3.

8.2 Transfer Agents and Registrars

The board may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The board may at any time terminate any such appointment.

8.3 Lien on Shares

The Corporation has a lien on any share or shares registered in the name of a shareholder or the legal representative of that shareholder for any debt of that shareholder to the Corporation.

8.4 Enforcement of Lien

The lien referred to in section 8.3 may be enforced by any means permitted by law and:

(a) where the share or shares are redeemable pursuant to the articles of the Corporation, by redeeming such share or shares and applying the redemption price to the debt;
(b) subject to the Act, by purchasing the share or shares for cancellation for a price equal to the book value of such share or shares and applying the proceeds to the debt;
(c) by selling the share or shares to any third party whether or not such party is at arm’s length to the Corporation, and including without limitation any officer or director of the Corporation, for the best price which the directors consider to be obtainable for such share or shares; or
(d) by refusing to register a transfer of such share or shares until the debt is paid.
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8.5 Security Certificates

Every holder of securities of the Corporation shall be entitled, at that holder’s option, to a security certificate, or to a non-transferable written acknowledgement of the right to obtain a security certificate, stating the number and designation, class or series of securities held by that holder as shown on the securities register. Security certificates and acknowledgements of a security holder’s right to a security certificate, respectively, shall be in such form as the board shall from time to time approve. Any security certificate shall be signed in accordance with section 10.1. A security certificate shall be signed manually by at least one director or officer of the Corporation or by or on behalf of the transfer agent and/or registrar. Any additional signatures required may be printed or otherwise mechanically reproduced. A security certificate executed as aforesaid shall be valid notwithstanding that one of the directors or officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.

8.6 Replacement of Security Certificates

The board, any officer or any agent designated by the board has the discretion to direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated. In the case of a security certificate claimed to have been lost, destroyed or wrongfully taken, the board, any officer or any agent designated by the board shall issue a substitute security certificate if so requested before the Corporation has notice that the security has been acquired by a bona fide purchaser. The issuance of the substitute security certificate shall be on such reasonable terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board or the officer or the agent designated by the board responsible for such issuance may from time to time prescribe, whether generally or in any particular case.

8.7 Joint Shareholders

(a) If two or more persons are registered as joint holders of any security, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such security.
(b) Where a share is registered in the name of two or more persons as joint holders with rights of survivorship, upon satisfactory proof of the death of one joint holder and without the requirement of letters probate or letters of administration, the Corporation shall treat the surviving joint holder(s) as the sole owner(s) of the share effective as of the date of death of such joint holder and the Corporation shall make the appropriate entry in the securities register to reflect such ownership.

8.8 Representatives of Security Holders

Subject to section 8.7(b), the Corporation shall treat a person referred to in (a), (b) or (c) below as a registered security holder entitled to exercise all of the rights of the security holder that the person

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represents, if that person furnishes evidence as required under the Act to the Corporation that the person is:

(a) the executor, administrator, estate trustee, heir or legal representative of the heirs, of the estate of a deceased security holder;
(b) a guardian, attorney under a continuing power of attorney with authority, guardian of property, committee, trustee, curator or tutor representing a registered security holder who is a minor, a person who is incapable of managing his or her property or a missing person; or
(c) a liquidator of, or trustee in bankruptcy for, a registered security holder.

SECTION IX DIVIDENDS AND RIGHTS

9.1 Dividends

Subject to the provisions of the Act, the board may from time to time by resolution declare, and the Corporation may pay, dividends to the shareholders according to their respective rights and interests in the Corporation.

Dividends may be paid in money or property, subject to the restrictions on the declaration and payment thereof under the Act, or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

9.2 Dividend Cheques

A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bankers, or one of them, to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of that holder, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Non-Receipt of Cheques

In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

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9.4 Record Date for Dividends and Rights

The board may fix in advance a date as a record date for the determination of the persons entitled to receive payment of dividends and to subscribe for securities of the Corporation, provided that such record date shall not precede by more than 50 days the particular action to be taken. Notice of any such record date shall be given not less than 7 days before such record date in the manner provided in the Act, unless notice of the record date is waived by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date. If the shares of the Corporation are listed for trading on one or more stock exchanges in Canada, notice of such record date shall also be sent to such stock exchanges. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

9.5 Unclaimed Dividends

Any dividend unclaimed after a period of six years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Corporation.

SECTION X GENERAL

10.1 Execution of Instruments

Contracts, documents and other instruments in writing may be signed on behalf of the Corporation by such person or persons as the board may from time to time by resolution designate. In the absence of an express designation as to the persons authorized to sign either contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing, any one of the directors or officers of the Corporation may sign contracts, documents or instruments in writing on behalf of the Corporation. The corporate seal, if any, of the Corporation may be affixed to any contract, document or instrument in writing requiring the corporate seal of the Corporation by any person authorized to sign the same on behalf of the Corporation.

The phrase “contracts, documents and other instruments in writing” as used in this provision shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities, all paper writings, all cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange.

10.2 Electronic Signatures

Any requirement under the Act or this by-law for a signature, or for a document to be executed, is satisfied by a signature or execution in electronic form if such is permitted by law and all requirements prescribed by law are met.

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10.3 Voting Rights in other Corporations

All securities carrying voting rights of any other corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bond holders, debenture holders or holders of other securities (as the case may be) of such other corporation and in such manner as the board may from time to time determine. Any person or persons authorized to sign on behalf of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine.

SECTION XI NOTICES

11.1 Method of Sending Notice

Any notice (which term includes any communication or document) to be sent pursuant to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer or to the auditor shall be sufficiently sent if: (a) delivered personally to the person to whom it is to be sent; (b) delivered to the recorded address of that person or, if mailed to that person, delivered to the recorded address by prepaid mail; (c) sent to that person at the recorded address by any means of prepaid transmitted or recorded communication; or (d) provided as an electronic document to that person’s information system. A notice so delivered shall be deemed to have been sent when it is delivered personally or to the recorded address. A notice so mailed shall be deemed to have been sent when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing. A notice so sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been sent when dispatched by the Corporation if it uses its own facilities or information system and otherwise when delivered to the appropriate communication company or agency or its representative for dispatch. Notices sent by any means of transmitted or recorded communication or provided as an electronic document shall be deemed to have been received on the business day on which such notices were sent, or on the next business day following if sent on a day other than a business day. The secretary may change or cause to be changed the recorded address, including any address to which electronic communications of any kind may be sent, of any shareholder, director, officer or auditor in accordance with any information believed by the secretary to be reliable. The recorded address of a director shall be the latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is the more current.

11.2 Notice by Electronic Communications

A notice or document required or permitted by the Act, the articles, the by-laws or otherwise may be sent by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario).

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11.3 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders, but notice sent to one of such persons shall be sufficient notice to all of them.

11.4 Computation of Time

In computing the date when notice must be sent under any provision requiring a specified number of days notice of any meeting or other event, both the date of sending the notice and the date of the meeting or other event shall be excluded.

11.5 Undelivered Notices

If any notice sent to a shareholder pursuant to section 11.1 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices to such shareholder until the shareholder informs the Corporation in writing of a new address.

11.6 Omissions and Errors

The accidental omission to send any notice to any shareholder, director, officer or to the auditor, or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.7 Persons Entitled by Operation of Law

Every person who, by operation of law, transfer or by any other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which shall have been duly sent to the shareholder from whom that person derives title to such share prior to the name and address of that person being entered on the securities register (whether such notice was given before or after the happening of the event upon which that person became so entitled).

11.8 Waiver of Notice

Any shareholder (or a duly appointed proxyholder), director, officer or auditor may at any time waive any notice, or waive or abridge the time for any notice, required to be given to that person under any provisions of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing or by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario), except a waiver of notice of a meeting of shareholders or of the board, which may be given in any manner.

11.9 Execution of Notices

The signature of any director or officer of the Corporation to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

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11.10 Proof of Service

A certificate of any director or officer of the Corporation in office at the time of making of the certificate or of an agent of the Corporation as to facts in relation to the sending of any notice to any shareholder, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

The foregoing is the complete text of By-law No. 1 of the Corporation, as adopted by the board of the Corporation on the 31[st] day of March, 2021.

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MICHAEL LERNER

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HARVEY MCKENZIE

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EMILY LERNER NEIL NOVAK

By-law No. 1 was ratified and confirmed by the shareholders of the Corporation on

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AI assistant

Humble & Fume Inc. — Proxy Solicitation & Information Statement 2021

46998_rns_2021-04-14_acc6113a-05cc-4a3f-9bd4-5709fb49233a.pdf

CANADA IRON INC .

AND

MANAGEMENT INFORMATION CIRCULAR

FOR

CANADA IRON INC.

1 Adelaide Street East Suite 801 Toronto, ON M5C 2V9

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD

TABLE OF CONTENTS

CANADA IRON INC.

1 Adelaide Street East Suite 801 Toronto, ON M5C 2V9

MANAGEMENT INFORMATION CIRCULAR AS AT APRIL 2, 2021

DETAILS ABOUT THE MEETING

Meeting Date, Time and Location

Participation at the Meeting

Registered Shareholders

Beneficial Shareholders

GENERAL PROXY INFORMATION

Who is Seeking my Vote?

Who can Vote?

How to Vote

Registered Shareholders

Beneficial Shareholders

Changing Your Vote

- Cautionary Statement Regarding Forward Looking Information

BUSINESS COMBINATION WITH HUMBLE

Subject to Shareholder approval, it is anticipated that the directors of the Resulting Issuer will be the nominees set out under “Particulars of Matters to be Acted Upon – Election of Directors – Humble Nominees”.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

VOTES NECESSARY TO PASS RESOLUTIONS

FINANCIAL STATEMENTS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate Governance

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessment of Directors, the Board and Board Committees

Audit Committee

Audit Committee Charter

Composition of the Audit Committee

Notes:

Relevant Education and Experience

Audit Committee Oversight

External Auditor Service Fees

Notes:

Reliance on Certain Exemptions

Assessments

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Benchmarking

Elements of Compensation

1. Base Salary

2. Stock Option Awards

Option-Based Awards

Summary Compensation Table for Named Executive Officers

Notes:

Narrative Description of Named Executive Officer Compensation

Outstanding Option-Based Awards and Share-Based Awards for Named Executive Officers

Incentive Award Plans

Pension Plan Benefits

Termination and Change of Control Benefits and Management Contracts

Compensation of Directors

Individual Director Compensation

Notes:

Director Outstanding Option-Based Awards and Share-Based Awards

Incentive Award Plans

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

PARTICULARS OF MATTERS TO BE ACTED UPON

Audited Financial Statements

Number of Directors

Election of Directors

Humble & Fume Inc. Proxy Solicitation & Information Statement 2021