Inceptus Capital Ltd.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO: All holders of common shares of Inceptus Capital Ltd.

We will hold an annual general and special meeting of our shareholders on Thursday, May 20, 2021 , at Suite 530, 355 Burrard Street, Vancouver, British Columbia and by telephone conference call (see below) . The meeting will start at 10:00 a.m. (Pacific). We cordially invite you to attend and encourage you to do so.

At the meeting we will:

receive the audited annual financial statements of Inceptus Capital Ltd. for the financial year ended March 31, 2021, and the report of our auditor on those statements;
elect directors;
appoint the auditor for Inceptus Capital Ltd.;
seek shareholder approval of our stock option incentive plan;
consider and, if deemed advisable, pass ordinary resolutions of disinterested shareholders, the full texts of which are set forth in the Information Circular to which this Notice is attached, approving the following to give effect to amendments to the TSX Venture Exchange’s Policy 2.4 with respect to Capital Pool Companies effective January 1, 2021 (the “New CPC Policy”):
a. approving the removal of the consequences associated with Inceptus Capital Ltd. not completing a Qualifying Transaction within 24 months of its listing date in accordance with the New CPC Policy;
b. authorizing Inceptus Capital Ltd. to enter into a new escrow agreement to effect the new provisions for CPC escrow agreements set out in the New CPC Policy; and
c. approving the payment of a finder’s fee or commission to a Non-Arm’s Length Party (as defined in the Information Circular to which this Notice is attached) of Inceptus Capital Ltd., upon completion of a Qualifying Transaction in accordance with the New CPC Policy; and
consider any other proper business.

An Information Circular prepared by our management, together with a form of proxy, accompany this Notice of Annual General and Special Meeting and should be read in conjunction with this Notice.

Given the continuing public health impact of the COVID-19 pandemic, considerations regarding the health and safety of our employees, shareholders and other stakeholders, as well as public health guidelines to limit gatherings of people, rather than attend the meeting in person, shareholders are strongly encouraged to:

vote your shares by proxy by no later than 10:00 a.m. (Pacific) on Tuesday, May 18, 2021 (see below); and
attend the meeting by telephone conference.

In order to participate in the meeting via teleconference, shareholders must pre-register 15 minutes before the start of the meeting at https://bit.ly/2XN7WcS. Upon registration, participants will receive an individual pin to access the meeting via teleconference, along with the dial-in instructions.

DATED at Vancouver, British Columbia, this 15[th] day of April, 2021.

BY ORDER OF THE BOARD (signed) “Peter Chen” Peter Chen President, Chief Executive Officer, Director

If you cannot attend, we encourage you to complete and return the enclosed form of proxy indicating your voting instructions. Please complete, date and sign your form of proxy and return it by mail or fax to our transfer agent, Computershare Investor Services Inc., 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 Canada (facsimile number: within North America 1-866-249-7775; outside North America 1-416-263-9524); or vote by telephone or through the Internet following the instructions in the enclosed form of proxy. To be valid, a completed form of proxy must be received by our transfer agent by no later than 10:00 a.m. (Pacific time) on Tuesday, May 18, 2021, or, if the meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned meeting. If you are not a registered shareholder, please refer to the accompanying Information Circular for information on how to vote your shares.

INCEPTUS CAPITAL LTD.

MANAGEMENT INFORMATION CIRCULAR

The information contained in this Information Circular, unless otherwise indicated, is as of April 15, 2021.

This Information Circular is being mailed by the management of Inceptus Capital Ltd. (“ Inceptus ” or the “ Company ”) to everyone who was a shareholder of record of the Company on April 15, 2021, which is the date that has been fixed by our directors as the record date to determine shareholders who are entitled to receive notice of the meeting.

We are mailing this Information Circular in connection with the solicitation of proxies by and on behalf of our management for use at an annual general and special meeting (the “ Meeting ”) of the shareholders of Inceptus that is to be held on Thursday, May 20, 2021, at 10:00 a.m. (Pacific) at Suite 530, 355 Burrard Street, Vancouver, British Columbia and by telephone conference call . The solicitation of proxies will be primarily by mail. Certain officers or directors of Inceptus may also solicit proxies by telephone or in person. The cost of solicitation will be borne by Inceptus.

In order to participate in the Meeting via teleconference, shareholders must preregister 15 minutes before the start of the Meeting at https://bit.ly/2XN7WcS. Upon registration, participants will receive an individual pin to access the Meeting via teleconference, along with the dial-in instructions.

Shareholders are strongly encouraged to attend the Meeting by telephone conference, given the continuing public health impact of the COVID-19 pandemic, considerations regarding the health and safety of our employees, shareholders and other stakeholders, as well as public health guidelines to limit gatherings of people.

Under our Articles, a quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Meeting. If such a quorum is not present in person or by proxy, we will reschedule the Meeting.

PART 1 – VOTING

HOW A VOTE IS PASSED

The matters that will come to a vote at the Meeting pertaining to the election of directors, appointment of auditor and approval of the Option Plan (as herein defined) as described in the attached Notice of Annual General and Special Meeting (“ Notice of Meeting ”) are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favour, then the resolution is approved.

The Removal Resolution, Escrow Agreement Resolution and Finder’s Fee Resolution (as herein defined) must be passed by disinterested vote as required by the policies of the TSX Venture Exchange, the details of which are included at Part 3 – The Business of the Meeting – Changes to TSX Venture Exchange CPC Policy.

For further detail of the matters to be put to shareholders at the Meeting, see Part 3 – “The Business of the Meeting”.

WHO CAN VOTE?

If you are a registered shareholder of Inceptus as at April 15, 2021, you are entitled to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf but documentation indicating such officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person or by telephone conference, you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting by Proxy” below).

If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “Non-registered Shareholders” set out below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. We encourage all shareholders to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

Please note:

Only registered shareholders, and those non-registered beneficial shareholders who appoint themselves as their proxyholder using the voting instruction form provided to them by their nominee, are entitled to attend the Meeting (either in person or by telephone conference) and vote.
Ballot voting is not available to shareholders attending the Meeting by telephone conference.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder. You can either tell that person how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy.

In order to be valid, you must return a completed form of proxy by 10:00 a.m. (Pacific) on Tuesday, May 18, 2021, to our transfer agent, Computershare Investor Services Inc., by mail at 8[th] Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 Canada, or by facsimile number 1-866-249-7775 (within North America) and 1-416-263-9524 (outside North America); or by voting by telephone or through the Internet per the instructions in the enclosed form of proxy.

What is a proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Information Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a proxyholder

You can choose any individual to be your proxyholder. It is not necessary for the person whom you choose to be a shareholder of Inceptus. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxyholder must attend the Meeting either in person or by telephone conference. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and/or officers of Inceptus.

Instructing your proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

FOR the election of the proposed nominees as directors;
FOR the appointment of Davidson & Company LLP as our auditor for the ensuing year;
FOR approval of Inceptus’s Option Plan (as defined herein);
FOR approval of the Removal Resolution (as defined herein);

FOR approval of the Escrow Agreement Resolution (as defined herein); and

 FOR approval of the Finder’s Fee Resolution (as defined herein).

For more information about these matters, see Part 3 – “The Business of the Meeting”. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Information Circular, we are not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting (either in person, or by telephone conference); (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of Inceptus at Suite 530, 355 Burrard Street, Vancouver, British Columbia V6C 2G8; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 5:00 in the afternoon (Pacific) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person or by telephone conference.

NON-REGISTERED SHAREHOLDERS

If your shares are not registered in your own name, they will be held in the name of a “nominee,” usually a bank, trust company, securities dealer or other financial institution and, as such, your nominee will be the entity legally entitled to vote your common shares and must seek your instructions as to how to vote your shares. Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders’ meetings, you will have received this Information Circular from your nominee, together with a form of proxy or a request for voting instruction form. If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the voting instruction form . If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your shares are not registered in your own name, our transfer agent will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote in person at the Meeting or by attending using the telephone conference call facility, please insert your own name in the space provided on the form of proxy or voting instruction form that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you as proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. Our transfer agent, Computershare Investor Services Inc., who will serve as scrutineer for the Meeting, will register your attendance at the Meeting upon you dialing into the telephone conference call facility. See the Notice of Meeting for instructions on how to preregister and receive dial-in instructions.

The Notice of Meeting, this Information Circular and a form of proxy are being sent to both registered and nonregistered owners of Inceptus common shares. If you are a non-registered owner and we have sent these materials to you directly, your name and address and information about your holdings of common shares of Inceptus have been obtained in accordance with applicable securities regulatory requirements from the nominee holding the securities on your behalf. By choosing to send these materials to you directly, Inceptus (and not your nominee) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form that is included with this Information Circular.

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

Inceptus has chosen to not use the notice-and-access delivery procedures provided by NI 54-101.

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Inceptus has authorized voting capital of an unlimited number of Class A (voting, participating) and Class B (voting, non-participating) common shares with special rights and restrictions attached. Each shareholder is entitled to one vote for each Class A common share and each Class B common share registered in his or her name at the close of business on April 15, 2021, the date fixed by our directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.

At the close of business on April 15, 2021, the record date for the Meeting to which this Information Circular relates, 4,747,500 Class A common shares and no Class B common shares in the capital of Inceptus were issued and outstanding.

All references in this Information Circular to “ common shares ” means Class A voting, participating common shares in the capital of Inceptus.

The following table lists those persons who, as of the record date and to the knowledge of our management, beneficially owned or exercised control or direction over, directly or indirectly, 10% or more of Inceptus’s issued and outstanding common shares.

outstanding common shares.
Name Peter Chen(2) Jason Lan(2)	Type of ownership(1) Direct Direct	Number of common shares(1) 840,000(3) 840,000(3)	Percentage
			17.7% 17.7%

(1) Information as to ownership of shares has been extracted from insider reports filed by the individual and available through the Internet on the System for Electronic Disclosure by Insiders (SEDI), or has been provided by the individual.

(2) A current director of Inceptus nominated by management for re-election as a director at the Meeting to which this Information Circular relates (see Part 3 – “The Business of the Meeting – Election of Directors”).

(3) All of these shares are subject to escrow restrictions in accordance with the Old Policy (as herein defined) of the Exchange (as herein defined), for which shareholder approval is being sought as set forth below, to enter into the New Escrow Agreement (as herein defined).

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

Our audited financial statements for the year ended March 31, 2021, will be placed before you at the Meeting. These financial statements will have been filed electronically with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com on or before the Meeting. Copies of our audited annual financial statements and related Management’s Discussion and

Analysis will also be available at the Meeting or upon request by any shareholder who wishes to receive a copy. You can contact Inceptus at 7999 Granville Street, Vancouver, British Columbia V6P 4Z3; telephone: 604-370-3796.

ELECTION OF DIRECTORS

Directors of Inceptus are elected for a term of one year. The term of office of each of the nominees proposed for election as a director (each of whom is currently a director of Inceptus) will expire at the Meeting, and each of them, if re-elected, will serve until the close of the next annual general meeting, unless he resigns or otherwise vacates the office before that time.

Number of Directors

Under our Articles, the number of directors may be fixed or changed from time to time by ordinary resolution but shall not be fewer than three, the number of directors having been previously set at four. We currently have four directors, each of whom is being nominated by management for re-election as a director at the Meeting to which this Information Circular relates. At this stage of Inceptus’s development, our Board of Directors believes that four directors is a sufficient number to efficiently carry out the duties of the Board, as well as enhance the diversity of views, skills and experience the directors bring to the Board.

Nominees for Election

Those individuals named in the table that follows are the nominees proposed by management for election as directors of Inceptus, together with the number of common shares of Inceptus that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee as of the date of this Information Circular. All of the nominees are currently directors of Inceptus, each having served as a director since Inceptus’s incorporation. Each of the nominees has agreed to stand for re-election and we are not aware of any intention of any of them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

Voting for election of directors of Inceptus is by individual voting and not by slate voting. You can vote your shares for the election of all of these nominees as directors of Inceptus, or you can vote for some of these nominees for election as directors and withhold your votes for others, or you can withhold all of the votes attaching to the shares you own and, thus, not vote for the election of any of these nominees. Inceptus has not, as yet, adopted a majority voting policy for election of directors at uncontested shareholder meetings at which directors are to be elected. See Part 7 – “Corporate Governance – Nomination and Election of Directors”.

We recommend that shareholders vote in favour of the election of the proposed nominees as directors of Inceptus for the ensuing year. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the election of the following nominees as directors of Inceptus .

Name and jurisdiction of residence Peter Chen(2)(3) British Columbia, Canada President, Chief Executive Officer and Director Tony Chan(2) British Columbia, Canada Director Jason Lan(3) British Columbia, Canada Director Christopher Twells(2) British Columbia, Canada Director	Principal occupation for thepast fiveyears Executive Director (since 2000) of Proterra Management Group Inc., a company providing management consulting and accounting services to private and publicly listed companies; Chief Financial Officer (March to December 2017) of Gold Finder Explorations Ltd., a private exploration stage company engaged in acquiring, exploring, and evaluating mineral properties; director and Chief Financial Officer (July 2013 to July 2019) of Eastwood Bio-Medical Canada Inc., a company engaged in the marketing and distributing of natural health products in North America; and self-employed financial consultant since January 1994. Self-employed private investor since 2011; and Chairman (January 2012 to September 2014) of Network Media Group Inc., a film and entertainment company. Self-employed business consultant since May 2011. Controller (since November 2020) of QuadReal Property Group, a Vancouver based real estate investment, operating and development company; Controller (August 2014 to November 2020) of Rize Alliance Properties Ltd., a Vancouver real estate development company; and Fund Accountant/Controller (June 2012 to August 2014) of Trez Capital Limited Partnership, an investment fund company.	Director since February 1, 2017 February 1, 2017 February 1, 2017 February 1, 2017	Number of common shares(1)
			840,000(4) 153,000(5) 840,000(4) 300,000(4)

(1) The information as to shares beneficially owned, or over which control or direction is exercised, not being within our knowledge, has been furnished by the respective individuals, has been extracted from the register of shareholdings maintained by our transfer agent or has been obtained from insider reports filed by the individuals and available through the Internet at the Canadian System for Electronic Disclosure by Insiders (SEDI).

(2) Member of the Audit Committee (see Part 6 – “Audit Committee”). The Audit Committee is the only committee of our Board of Directors.

(3) See Part 2 – “Voting Shares and Principal Holders Thereof”.

(4) All of these shares are subject to escrow restrictions in accordance with the Old Policy (as herein defined) of the Exchange, for which shareholder approval is being sought as set forth below, to enter into the New Escrow Agreement (as herein defined).

(5) 100,000 of these shares are subject to escrow restrictions in accordance with the Old Policy (as herein defined) of the Exchange, for which shareholder approval is being sought as set forth below, to enter into the New Escrow Agreement (as herein defined).

APPOINTMENT OF AUDITOR

Davidson & Company LLP, Chartered Professional Accountants, has served as Inceptus’s auditor since March 30, 2017. We recommend that shareholders vote in favour of the appointment of Davidson & Company LLP as our auditor for the ensuing year.

Inceptus’s Articles provide that the directors may set the remuneration of Inceptus’s auditor.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Davidson & Company LLP as the auditor of Inceptus until the close of the next annual general meeting.

APPROVAL OF STOCK OPTION PLAN

Shareholders will be asked at the Meeting to consider and, if deemed appropriate, to approve Inceptus’s stock option incentive plan (the “ Option Plan ”), which has been adopted and implemented by our Board of Directors. See “Background” and “Summary of the Option Plan”, which follow.

Background

On April 28, 2017, Inceptus’s Board of Directors adopted the Option Plan pursuant to which it may from time to time, in its discretion and in accordance with the TSX Venture Exchange (the “ Exchange ”) requirements, grant to “Eligible Persons” (as defined in the Option Plan) non-transferable options (“ options ”) to purchase common shares exercisable for periods of up to 10 years from the date of grant. The Option Plan was accepted by the Exchange concurrent with Exchange approval of listing of Inceptus’s common shares on the Exchange.

In anticipation of Inceptus identifying an opportunity for the acquisition of an interest in assets or businesses and with a view to completing its Qualifying Transaction, we think it prudent to seek shareholder approval of the Option Plan at the Meeting to which this Information Circular relates.

Summary of the Option Plan

For so long as Inceptus is a Capital Pool Company under the policies of the Exchange, the Option Plan provides that:

Eligible Persons under the Option Plan are restricted to Inceptus’s directors, officers or technical consultants (where permitted by applicable securities laws) and their permitted assigns;
the number of common shares reserved for issuance under the Option Plan and common shares reserved for issuance under any other share compensation arrangement granted or made available by Inceptus from time to time may not exceed in aggregate 10% of the aggregate number of common shares issued and outstanding upon completion by Inceptus of its initial public offering, which is a reserve of 474,750 common shares; and
the Option Plan is not subject to approval by Inceptus’s shareholders as it does not reserve for issuance under the Option Plan common shares in excess of 10% of Inceptus’s issued and outstanding common shares and is not at the present time a 10% rolling plan.

Subsequent to completion by Inceptus of its Qualifying Transaction under the policies of the Exchange, the Option Plan provides that:

Eligible Persons under the Option Plan include any director, executive officer, employee, consultant, investor relations person or management company employee of Inceptus or any affiliate of Inceptus and their permitted assigns (as those terms are defined by the policies of the Exchange and National Instrument 45106 – Prospectus Exemptions , as amended from time to time);
the number of common shares reserved for issuance under the Option Plan and common shares reserved for issuance under any other share compensation arrangement granted or made available by Inceptus from time to time may not exceed in aggregate such number of common shares as is equal to 10% of Inceptus’s common shares issued and outstanding at the time of a grant (i.e. a 10% rolling stock option plan); and
the Option Plan must be approved by Inceptus’s shareholders and submitted to the Exchange for approval on an annual basis.

For clarity and notwithstanding receipt of shareholder approval of Inceptus’s Option Plan being sought at the Meeting to which this Information Circular relates, the Option Plan reserve will remain at 474,750 common shares and the Option Plan will not become a 10% rolling stock option plan in accordance with the policies of the Exchange until after completion by Inceptus of its Qualifying Transaction.

Further, for so long as Inceptus is a Capital Pool Company, the number of common shares reserved for issuance to any individual director or officer cannot exceed 5% of the issued and outstanding common shares and the number of

common shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding common shares.

The exercise price of options granted under the Option Plan will be determined by the Board of Directors, but the exercise price must not be less than the Fair Market Value (as such term is defined in the Option Plan) of the option shares on the date of grant of the option. As the common shares of Inceptus are listed on the Exchange, the Fair Market Value (as such term is defined in the Option Plan) is the lowest price permitted by the Exchange.

The Option Plan provides for adjustments to outstanding options in the event of any consolidation, subdivision, conversion or exchange of the common shares of Inceptus. Our directors may, at their discretion at the time of any grant, impose a schedule over which period of time the options will vest and become exercisable by the optionee.

For those option holders who do not carry on as directors, officers, employees or consultants of Inceptus following completion of its “ Qualifying Transaction” , as that term is defined in and in accordance with the policies of the Exchange, any options granted by the Board and then outstanding will terminate 12 months after the completion by Inceptus of its Qualifying Transaction; and for option holders who do carry on as directors, officers, employees or consultants of Inceptus following completion of its Qualifying Transaction, options will terminate on the earlier of 90 days following cessation of the optionee’s position with Inceptus or the expiry date of the options. If the cessation of office, directorship, employment or consulting arrangement is by reason of death, the option may be exercised by the heirs or administrators of the optionee for a period of 12 months after the optionee’s death, subject to the earlier expiry of such option in accordance with its term.

Any common shares acquired pursuant to the exercise of options by Inceptus’s directors and officers prior to completion of a Qualifying Transaction are required to be deposited in escrow and subject to escrow until a Qualifying Transaction is completed.

Following Inceptus’s listing on the Exchange, Inceptus’s Board of Directors granted to its directors and officers options to purchase, in aggregate, 474,570 common shares according to the following terms:

Name Tony Chan Peter Chen Eric Lam Jason Lan Christopher Twells Total	Number of common shares under option(1) 82,560 144,510 82,560 82,560 82,560 474,570	Exercise price per common share $0.10 $0.10 $0.10 $0.10 $0.10	Expiry date
			November 14, 2027 November 14, 2027 November 14, 2027 November 14, 2027 November 14, 2027

(1) In accordance with Old Policy (as herein defined), all common shares acquired on exercise of options prior to completion by Inceptus of its Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Exchange’s Final Bulletin with respect to the Qualifying Transaction is issued. These securities will be subject to the escrow requirements under the New Policy (as herein defined) assuming the shareholders pass the Escrow Agreement Resolution (as defined herein). See “Changes to TSX Venture Exchange CPC Policy – Execution and Delivery of Escrow Agreement”.

Subsequent to completion by Inceptus of its Qualifying Transaction:

Any options granted pursuant to the Option Plan will terminate the 90[th] day after the option holder ceases to act as a director, officer or employee of, or consultant to, Inceptus or any of its affiliates, unless such cessation is on account of death, disability or termination of employment with cause. If such cessation is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment with cause, the options terminate immediately. Options granted to a person who is engaged in investor relations activities for Inceptus will terminate on the 30[th] day after the person ceases to be employed to provide investor relations activities.

Options to acquire more than 2% of the issued and outstanding common shares of Inceptus may not be granted to any one consultant in any 12-month period and options to acquire more than an aggregate of 2% of the issued and outstanding common shares of Inceptus may not be granted to persons employed to provide investor relations activities in any 12-month period.
Options granted to any one individual in any 12-month period to acquire common shares representing more than 5% of the issued and outstanding common shares of Inceptus require approval by Inceptus’s disinterested shareholders. Disinterested shareholder approval is also required if the aggregate number of shares reserved for issuance under stock options granted to insiders (as a group) at any point in time exceeds 10% of Inceptus’s issued shares.
Subject to the approval of any stock exchange on which the securities of Inceptus are then listed, the Board of Directors may terminate, suspend or amend the terms of the Option Plan, provided that the Board of Directors may not do any of the following without obtaining, within 12 months either before or after the adoption by the Board of Directors of a resolution authorizing such action, shareholder approval, and, where required, disinterested shareholder approval as contemplated by the policies of the Exchange, or by the written consent of the holders of a majority of the securities of Inceptus entitled to vote:
(a) increase the aggregate number of common shares of Inceptus which may be issued under the Option Plan;
(b) materially modify the requirements as to the eligibility for participation in the Option Plan that would have the potential of broadening or increasing insider participation; and
(c) materially increase the benefits accruing to participants under the Option Plan.

However, the Board of Directors may amend the terms of the Option Plan to comply with the requirements of any applicable regulatory authority without obtaining shareholder approval, including:

(a) amendments to the Option Plan of a housekeeping nature;
(b) a change to the vesting provisions of a security or the Option Plan; and
(c) a change to the termination provisions of a security or the Option Plan which does not entail an extension beyond the original expiry date.

See Part 4 – “Executive Compensation”.

Approval of the Option Plan

Shareholders will be asked at the Meeting to vote on the following resolution, which is an ordinary resolution to be passed by a simple majority – that is, if more than half of the votes that are cast are in favour, then the resolution is approved:

“RESOLVED THAT:

(1) the Company’s stock option incentive plan (the “Option Plan”), as more particularly described in the Company’s Information Circular dated April 15, 2021, with such changes to the Option Plan as may be required from time to time by the policies of the TSX Venture Exchange, is hereby approved, ratified and confirmed; and

(2) any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

Recommendation

We believe the Option Plan enables us to better align the interests of our directors and officers with those of our shareholders and will reduce the cash compensation Inceptus would otherwise have to pay Eligible Persons following completion by Inceptus of its Qualifying Transaction. Management of Inceptus recommends that the shareholders vote in favour of the resolution to approve the Option Plan.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the resolution to approve the Option Plan.

CHANGES TO TSX VENTURE EXCHANGE CPC POLICY

Background

The Exchange announced on December 1, 2020 that it was implementing an amended and restated Policy 2.4 relating to Capital Pool Companies (the “ New Policy ”) to take effect on January 1, 2021. The New Policy replaces the existing Policy 2.4 dated June 24, 2010 (the “ Old Policy ”).

The Company would like to implement certain aspects of the New Policy which require shareholder approval as follows:

removal of consequences of Inceptus failing to complete a Qualifying Transaction within 24 months after the date of listing of its common shares on the Exchange by obtaining majority shareholder approval to list on NEX and cancelling certain of the 2,600,000 common shares of the Company (the “ Seed Shares ”) issued prior to its public listing (the “ Removal Resolution ”);
execution and delivery of an escrow agreement in the form approved for Capital Pool Companies by the Exchange effective January 1, 2021, to amend, supersede and replace the original Escrow Agreement (the “ CPC Escrow Agreement ”) dated June 29, 2017 among the Company, the Holders of Escrow Shares (as herein defined) and Computershare Investor Services Inc. (the “ Escrow Agreement Resolution ”); and
payment of a finder’s fee or commission to a Non-Arm’s Length Party (as defined below) of the Company upon completion of a Qualifying Transaction in accordance with section 7.3 of Exchange Policy 2.4 (the “ Finder’s Fee Resolution ”).

Non-Arm’s Length Party is defined in Exchange policies as a promoter, officer, director, other insider or control person of Inceptus and any Associates or Affiliates (as such terms are defined in Exchange policies) of any of such persons.

The Removal Resolution must be approved by a simple majority vote by disinterested shareholders, which vote will exclude the votes attaching to common shares owned by shareholders of Inceptus who hold Seed Shares as set forth below. The Escrow Agreement Resolution must be approved by a simple majority vote by disinterested shareholders, which vote will exclude the votes attaching to common shares owned by shareholders of Inceptus who hold common shares subject to the CPC Escrow Agreement as set forth below. The Finder’s Fee Resolution must be approved by a simple majority vote by disinterested shareholders, which vote will exclude the votes attaching to common shares owned by Non-Arm’s Length Parties to Inceptus as set forth below.

Removal of consequences of failing to complete a Qualifying Transaction within 24 months of Listing

Under the Old Policy, the Company would have been required to obtain majority shareholder approval to list on NEX and cancel certain Seed Shares held by Non-Arm’s Length Parties to the Company as it did not complete its Qualifying Transaction within 24 months of its listing. Under the New Policy, the Company can seek to have this requirement removed, provided the Company obtains disinterested shareholder approval, which vote will exclude the votes attaching to common shares owned by shareholders of Inceptus who hold Seed Shares as set forth below:

Name and Relationship Peter Chen (Director, President and CEO of the Company) Jason Lan (Director of the Company) Christopher Twells (Director of the Company) Winnetka Holdings Ltd. (wholly owned by Tony Chan, a Director of the Company) Eric Lam (Chief Financial Officer of the Company) Christina Chen Danny Sng Randall Shaw Valencia Remple Total	Number of Common Shares
	800,000 800,000 300,000 100,000 100,000 200,000 100,000 100,000 100,000
	2,600,000

If disinterested shareholder approval is received, the Company will not be transferred to the Exchange’s NEX Board and none of the 2,600,000 seed shares held by the persons set forth above will be cancelled.

Approval of the Removal Resolution

The text of the proposed Removal Resolution is as follows:

“BE IT RESOLVED that:

(1) subject to the approval of the TSX Venture Exchange, the application to the Company of the new rules set out under Policy 2.4 of the TSX Venture Exchange effective January 1, 2021 removing the potential consequences of the Company failing to complete a Qualifying Transaction within 24 months after the date of listing of the Common Shares on the Exchange be and is hereby authorized, confirmed and approved; and
(2) any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

Recommendation

Management of Inceptus recommends that the shareholders vote in favour of the Removal Resolution.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Removal Resolution.

Execution and Delivery of CPC Escrow Agreement

Under both the New Policy and the Old Policy, all “ Escrow Shares ” as that term is defined in and in accordance with the policies of the Exchange must be placed in escrow pursuant to the CPC Escrow Agreement. Under the Old Policy, 10% of the escrowed shares would be released from escrow on the issuance by the Exchange of a final bulletin in respect of the Company's Qualifying Transaction (the “Initial Release”) and an additional 15% will be released on each of the 6, 12, 18, 24, 30 and 36 months following the Initial Release. The CPC Escrow Agreement also provides that all shares acquired on exercise of stock options prior to the completion of a Qualifying Transaction must also be deposited in escrow and will be subject to escrow until the Qualifying Transaction is completed.

Under the New Policy, the Company's escrowed securities will be subject to a different escrow release schedule whereby 25% of the escrowed securities will be released from escrow on the Initial Release and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date. The New Policy also provides that (i) all options granted prior to the date the Exchange issues a final bulletin for the Company's Qualifying Transaction and all Common Shares that were issued upon exercise of such options prior to such date will be released from escrow on such date, other than options that (a) were granted prior to the Company's Initial Public Offering (" IPO ") with an exercise price that is less than the issue price of the common shares issued in the IPO and (b) any common shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the escrow release schedule as described above.

The Exchange has adopted a new form of escrow agreement for CPCs effective January 1, 2021 (the “ New Escrow Agreement ”) that reflects the provisions of the New Policy. Inceptus wishes to enter into the New Escrow Agreement with Computershare Investor Services Inc., and shareholders of Inceptus who hold Escrow Shares (“ Holders of Escrow Shares ”), to amend, supersede and replace the original CPC Escrow Agreement and the Company is seeking disinterested shareholder approval in order to do so.

The disinterested vote will exclude the votes attaching to common shares owned by Holders of Escrow Shares set forth in the following table:

Name and Relationship Peter Chen (Director, President and CEO of the Company) Jason Lan (Director of the Company) Christopher Twells (Director of the Company) Winnetka Holdings Ltd. (wholly owned by Tony Chan, a Director of the Company) Tony Chan (Director of the Company) Eric Lam (Chief Financial Officer of the Company) Christina Chen Danny Sng Randall Shaw Valencia Remple Total	Number of Common Shares
	840,000 840,000 300,000 100,000 53,000 100,000 200,000 100,000 100,000 100,000
	2,733,000

Accordingly, and assuming that the shares are voted at the Meeting, an aggregate 2,733,000 common shares in the capital of the Company entitled to be voted at the Meeting and owned or over which control or direction is exercised by the Holders of Escrow Shares will be excluded from voting on the following resolution.

Approval of the Escrow Agreement Resolution

The text of the proposed Escrow Agreement Resolution is as follows:

“BE IT RESOLVED that:

(1) subject to the approval of the TSX Venture Exchange, the Company be and is hereby authorized to enter into an escrow agreement in the form approved for Capital Pool Companies by the TSX Venture Exchange effective January 1, 2021 to amend, supersede and replace the original CPC Escrow Agreement dated June 29, 2017 among the Company, the Holders of Escrow Shares and Computershare Investor Services Inc.; and
(2) any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

Recommendation

Management of Inceptus recommends that the shareholders vote in favour of the Escrow Agreement Resolution.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Escrow Agreement Resolution.

Permitting the payment of a finder’s fee or commission to a Non-Arm’s Length Party of the Company upon completion of the Qualifying Transaction in accordance with section 7.3 of the New Policy.

Under the Old Policy, a finder’s fee could not be paid to a Non-Arm’s Length Party to the Company. Under the New Policy, the Company may seek disinterested shareholder approval to permit payment of a finder’s fee to a non-arm’s length party to the Company (“ Non-Arm’s Length Finders Fees ”), which approval will exclude the votes attaching to common shares owned by Non-Arm’s Length Parties to the Company, as set forth below:

Name and Relationship Peter Chen (Director, President and CEO of the Company) Jason Lan (Director of the Company) Christopher Twells (Director of Inceptus) Winnetka Holdings Ltd. (wholly owned by Tony Chan, a Director of the Company) Tony Chan (Director of the Company) Eric Lam (Chief Financial Officer of the Company) Total	Number of Common Shares
	840,000 840,000 300,000 100,000 53,000 100,000
	2,233,000

Accordingly, and assuming that the shares are voted at the Meeting, an aggregate 2,233,000 common shares in the capital of the Company entitled to be voted at the Meeting and owned or over which control or direction is exercised by the Non-Arm’s Length Parties to the Company as summarized in the table above, will be excluded from voting on the resolution to approve the payment of any finder’s fee or commission to a Non-Arm’s Length Party to Inceptus.

Approval of the Finder’s Fee Resolution

The text of the proposed Finder’s Fee Resolution is as follows:

“BE IT RESOLVED that:

(1) payment of finder’s fees to Non-Arm’s Length Parties under Policy 2.4 of the TSX Venture Exchange effective January 1, 2021, subject to regulatory approval, is hereby approved; and
(2) any director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all documents and instruments and to take such other actions as such director or officer may determine to be necessary or desirable to implement these resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions.”

Recommendation

Management of Inceptus recommends that the shareholders vote in favour of the Finder’s Fee Resolution.

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the Finder’s Fee Resolution.

PART 4 – EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to provide information about compensation decisions relating to our named executive officers (“ Named Executive Officers ”), as determined by applicable securities legislation, during the fiscal years ended March 31, 2021, 2020 and 2019. Inceptus’s Named Executive Officers since incorporation on February 1, 2017 are:

Peter Chen, President and Chief Executive Officer; and
Eric Lam, Chief Financial Officer and Corporate Secretary.

As a Capital Pool Company pursuant to the policies of the Exchange, our principle objective is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation with a view to completing a Qualifying Transaction. Since incorporation, Inceptus has not had conventional business operations or assets other than cash.

Pursuant to Exchange policies with respect to Capital Pool Companies, since Inceptus’s incorporation no payment of any kind has been made directly or indirectly, to our Named Executive Officers, including remuneration, which includes but is not limited to salaries, consulting fees, management contract fees or directors’ fees, finder’s fees, loans, advances, bonuses or deposits or any similar payments. However, our officers and directors were entitled to receive grants of options and reimbursement for reasonable allocation of rent, secretarial services and other general administrative expenses provided to Inceptus. As a Capital Pool Company, no reimbursement may be made for any payment made to lease or buy a vehicle.

Option Based Awards

Long-term incentives in the form of options to purchase common shares of Inceptus are intended to align the interests of our directors and executive officers with those of our shareholders and to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value and to reduce the cash compensation Inceptus would otherwise have to pay. Inceptus’s Option Plan is administered by the Board of Directors. In establishing the number of options to be granted to officers, directors, employees or consultants, reference is made to

the terms of the plan and the policies of the Exchange. Our Board of Directors will consider previous grants of options and the overall number of options that are outstanding relative to the number of outstanding common shares in determining whether to make any new grants of options and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer in determining the level of option compensation.

See “Outstanding Option-Based Awards” below, as well as Part 3 – “The Business of the Meeting – Approval of Stock Option Plan” and Part 5 – “Securities Authorized for Issuance Under Equity Compensation Plans”.

Benefits and Perquisites

Inceptus does not, as of the date of this Information Circular, offer any benefits or perquisites other than entitlement to options as otherwise disclosed and discussed herein. Inceptus does not, as of the date of this Information Circular, offer any form of pension plan.

Risks Associated with Inceptus’s Compensation Practices

At the time of preparation of this Information Circular, Inceptus’s directors had not considered the implications of any risks to Inceptus associated with decisions regarding compensation of its executive officers.

Hedging by Named Executive Officers or Directors

Inceptus has not, to date, adopted a policy restricting its executive officers and directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, which are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by executive officers or directors. As of the date of this Information Circular, entitlement to grants of options under Inceptus’s Option Plan is the only equity security element awarded by Inceptus to its executive officers and directors. See Part 3 – “The Business of the Meeting” – “Approval of Stock Option Plan” and Part 5 – “Securities Authorized for Issuance Under Equity Compensation Plans”.

Named Executive Officer Compensation

Summary Compensation Table

The following table provides a summary of the compensation earned by, paid to, or accrued and payable to, our Named Executive Officers during the fiscal years ended March 31, 2021, 2020 and 2019. Amounts reported in the tables that follow are in Canadian dollars.

Name and principal position Peter Chen President & Chief Executive Officer Eric Lam Chief Financial Officer	Period ended March 31 2021 2020 2019 2021 2020 2019	Salary/ Fee ($) Nil Nil Nil Nil Nil Nil	Share- based awards ($) Nil Nil Nil Nil Nil Nil	Option- based awards ($) Nil Nil Nil Nil Nil Nil	Non-equity incentive plan compensation ($) Annual incentive plans Long- term incentive plans Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	Pension value ($) Nil Nil Nil Nil Nil Nil	All other compensation ($) Nil Nil Nil Nil Nil Nil	Total Compensation ($)
					Annual incentive plans Nil Nil Nil Nil Nil Nil
								Nil Nil Nil Nil Nil Nil

Outstanding Option-Based Awards

Effective November 14, 2017, Inceptus granted to its officers and directors options entitling the purchase of an aggregate 474,750 common shares exercisable at a per share price of $0.10 until November 14, 2027, unless terminated sooner in accordance with the terms of the grants and the Option Plan. No options were granted to Inceptus’s Named Executive Officers and directors during the fiscal year ended March 31, 2021.

The following table sets out option-based awards granted to our Named Executive Officers that were outstanding on March 31, 2021. No other share-based or non-equity incentive plan compensation has been awarded to a Named Executive Officer.

Named Executive Officer Peter Chen Eric Lam		Option-based Awards	Option-based Awards	Value of unexercised in-the-money options(1) ($) 15,896 9,082	Share-based Awards	Share-based Awards	Share-based Awards
	Number of common shares underlying unexercised options (#) 144,510 82,560	Option exercise price per common share ($) 0.10 0.10	Option expiry date November 14, 2027 November 14, 2027		Number of shares or units of shares that have not vested (#) N/A N/A	Market or payout value of share-based awards that have not vested ($) N/A N/A	Market or payout value of vested share-based awards not paid out or distributed ($)
							N/A N/A

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the Exchange on March 31, 2021. The closing price of Inceptus’s common shares on October 5, 2018, the last day the common shares traded prior to March 31, 2021, was $0.21.

Value Vested or Earned During the Year

The value vested during the year is the aggregate dollar value that would have been realized if the options had been exercised on the vesting date – that is, the difference between the market price of the underlying common shares and the option exercise price on the vesting date. Value earned relates to the aggregate dollar value that would have been realized if the options had been exercised.

None of the Named Executive Officers had options vest during the fiscal year ended March 31, 2021 and as such there was no value vested during the fiscal year.

As no options were exercised by our Named Executive Officers during Inceptus’s fiscal year ended March 31, 2021, no value was earned by our Named Executive Officers during the fiscal year ended March 31, 2021, as a result of exercise of options.

Pursuant to both the Old Policy and the New Policy of the Exchange, any common shares acquired by our Named Executive Officers pursuant to the exercise of options prior to completion of a Qualifying Transaction must be deposited in escrow and will be subject to escrow until a Qualifying Transaction is completed.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Inceptus is not a party to any contract, agreement, plan or arrangement with a Named Executive Officer that provides for payments to a Named Executive Officer at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation or retirement, or as a result of a change in control of Inceptus or a change in a Named Executive Officer’s responsibilities.

DIRECTOR COMPENSATION

Since its incorporation, Inceptus has not paid its directors a fee for acting as such. Directors are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors and may, from time to time, be granted options to purchase common shares.

There was no compensation earned by, paid to, or accrued and payable to, our non-executive directors during the fiscal year ended March 31, 2021. See Part 4 – “Executive Compensation – Summary Compensation Table – Named Executive Officer Compensation” for detail with respect to compensation of Peter Chen, the President and Chief Executive Officer of Inceptus, who is also a director of Inceptus.

Outstanding Option-Based Awards

The following table sets out option-based awards granted to non-executive directors that were outstanding at the fiscal year ended March 31, 2021. No other share-based or non-equity incentive plan compensation has been awarded to the directors by Inceptus. See Part 4 – “Executive Compensation – Named Executive Officer Compensation” above for outstanding options held by Peter Chen.

Director Tony Chan Jason Lan Christopher Twells		Option-based Awards	Option-based Awards	Value of unexercised in-the-money options(1) ($) $9,082 $9,082 $9,082	Share-based Awards	Share-based Awards	Share-based Awards
	Number of common shares underlying unexercised options (#) 82,560 82,560 82,560	Option exercise price per common share ($) 0.10 0.10 0.10	Option expiry date November 14, 2027 November 14, 2027 November 14, 2027		Number of shares or units of shares that have not vested (#) N/A N/A N/A	Market or payout value of share- based awards that have not vested ($) N/A N/A N/A	Market or payout value of vested share-based awards not paid out or distributed ($)
							N/A N/A N/A

(1) The value of unexercised “in-the-money options” at the financial year-end is the difference between the option exercise price and the market value of the underlying common shares on the Exchange on March 31, 2021. The closing price of Inceptus’s common shares on October 5, 2018, the last day the common shares traded prior to March 31, 2021, was $0.21.

Value Vested or Earned During the Year

Options granted to Inceptus’s non-executive directors during the fiscal year ended March 31, 2018, were fully vested on November 14, 2017, the date of grant. No options vested in favour of non-executive directors during the fiscal year ended March 31, 2021.

As no options were exercised by our directors during Inceptus’s fiscal year ended March 31, 2021, no value was earned by the directors during the fiscal year ended March 31, 2021, as a result of exercise of options.

Pursuant to both the Old Policy and the New Policy of the Exchange, any common shares acquired by our directors pursuant to the exercise of options prior to completion of a Qualifying Transaction must be deposited in escrow and will be subject to escrow until a Qualifying Transaction is completed.

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following information is as of March 31, 2021, Inceptus’s most recently completed financial year.

Plan Category Equity compensation plans approved by securityholders ........................................... Equity compensation plans not approved by securityholders(2)...................................	Number of securities(1) to be issued upon exercise of outstanding options, warrants and rights (a) N/A 474,750	Weighted-average exercise price of outstanding options, warrants and rights (b) N/A $0.10	Number of securities(1) remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
			N/A Nil

(1) Underlying securities are common shares in the capital of Inceptus Capital Ltd.

(2) For so long as Inceptus remains a Capital Pool Company pursuant to the policies of the TSX Venture Exchange, shareholder approval of Inceptus’s Option Plan (as summarized above) is not required pursuant to the polices of the Exchange as the Option Plan does not reserve for issuance pursuant to options granted under the Option Plan more than 10% of Inceptus’s issued common shares. See below for a summary of the Option Plan.

See Part 3 – “The Business of the Meeting – Approval of Stock Option Plan” for a summary of the main features of Inceptus’s Option Plan.

PART 6 – AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

The charter for the Audit Committee of our Board of Directors is attached to this Information Circular as Appendix A.

AUDIT COMMITTEE MEMBERS

Tony Chan, Peter Chen and Christopher Twells are the members of Inceptus’s Audit Committee. Tony Chan and Christopher Twells are considered “independent” of management, having applied the guidance contained in applicable securities legislation, and all three of the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our financial statements. Peter Chen is Inceptus’s President and Chief Executive Officer and, as such, is not considered to be independent of management.

RELEVANT EDUCATION AND EXPERIENCE

All of the Audit Committee members are businessmen with experience in financial matters; each has an understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles, internal controls and procedures necessary for financial reporting, which has been garnered from working in their individual fields of endeavor.

Tony Chan

Mr. Chan acquired a Bachelor of Arts degree from the University of British Columbia in 1979 and a Chartered Market Technician designation from the Market Technicians Association in February 2016. Mr. Chan is a self-employed private investor. Previously he served Chairman of Network Media Group Inc. (formerly Andele Capital Corp.), a film and entertainment company, and as Vice-President of Clarity Capital, a company providing investment management services on a global basis.

Peter Chen

Mr. Chen obtained a diploma in Accounting from Douglas College in 1993 and since August 2000 has been Executive Director of Proterra Management Group Inc., a private company that provides a variety of financial and accounting management services to publicly listed and private companies. He was Chief Financial Officer and a director of Eastwood Bio-Medical Canada Inc. from July 2013 to July 2019. Previously Mr. Chen was Chief Financial Officer of Gold Finder Explorations Ltd., Chief Financial Officer and director of Fortunate Sun Mining Company Ltd., Chief Financial Officer and a director of Alda Pharmaceuticals Corp.; and Chief Financial Officer and director of Canadian International Minerals Inc., all reporting issuers listed on the TSX Venture Exchange.

Christopher Twells

Mr. Twells obtained both Chartered Professional Accountant and Certified General Accountant designations from the Chartered Professional Accountants Association of British Columbia in 1999, as well as a Financial Management Diploma from the British Columbia Institute of Technology in Burnaby, British Columbia. Mr. Twells has been the Controller (since November 2020) of QuadReal Property Group, a Vancouver based real estate investment, operating and development company. He was previously the Controller (from August 2014 to November 2020) of Rize Alliance Properties Ltd., a Vancouver real estate development company and prior to that, a Fund Accountant / Controller of Trez Capital Limited Partnership, an investment fund company and Controller of 540487 B.C. Ltd.

EXTERNAL AUDITOR SERVICE FEES

Aggregate audit fees billed and/or estimated to be billed by our external auditor, Davidson & Company LLP, for services rendered during and in connection with audit of the financial years ended March 31, 2021 and March 31, 2020, are summarized as follows:

Audit fees Audit related fees Tax fees All other fees	Fiscal year ended March 31, 2021 $8,500(1) Nil $1,000(1) Nil	Fiscal year ended March 31, 2020
		$8,502 Nil $3,150 Nil

(1) Estimate based on engagement letter, pending receipt of final invoicing.

PRE-APPROVED POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

Our Audit Committee Charter provides that management seek approval from the Audit Committee for all non-audit services to be provided to Inceptus by our external auditor, prior to engaging the external auditor to perform those non-audit services.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of Inceptus’s most recently completed financial year ended March 31, 2021, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board of Directors .

RELIANCE ON EXEMPTIONS

As Inceptus is a “Venture Issuer” pursuant to relevant securities legislation, we are relying on the exemption in Section 6.1 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) from the Audit Committee composition requirements of Part 3 and the reporting obligations of Part 5 of NI 52-110.

At no time since the commencement of Inceptus’s most recently completed financial year ended March 31, 2021, has Inceptus relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), or the exemptions in Section 6.1.1 of NI 52-110 with respect to composition of an audit committee of a venture issuer ( Circumstance Affecting the Business or Operations of the Venture Issuer , Events Outside Control of Member and Death, Incapacity or Resignation ), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

PART 7 – CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Board of Directors, the members of which are elected by and are accountable to shareholders, and takes into account the role of the individual members of management who are appointed by the Board of Directors and who are charged with the day-to-day management of Inceptus. Our Board of Directors is committed to sound corporate governance practices, which are in the interest of its shareholders and also contribute to effective and efficient decision making.

Composition of Board of Directors

The Board of Directors of Inceptus facilitates its exercise of independent supervision over management by ensuring that there are directors on the Board who are independent of management. The Board, at present, is composed of four directors, three of whom, Tony Chan, Jason Lan and Christopher Twells, are considered to be independent of management, having applied the guidelines contained in applicable legislation. In determining whether a director is independent, the Board considers, for example, whether a director has a relationship which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management. On this basis, Peter Chen, as President and Chief Executive Officer of Inceptus, is not considered to be independent of management.

Board consideration and approval is required for all material contracts, business transactions and all debt and equity financing proposals. The Board delegates to management, through the Chief Executive Officer, responsibility for meeting defined corporate objectives, evaluating new business opportunities and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives.

The directors believe that, at this early stage of Inceptus’s development, the current composition of the Board of Directors adequately facilitates its exercise of independent supervision over management. The Board anticipates that, as Inceptus matures as a business enterprise, it may identify additional qualified candidates that have experience relevant to our needs, who are independent of management and are considered to be independent under applicable corporate governance legislation and guidelines.

Directorships in other Public Companies

None of the directors of Inceptus are directors of other reporting issuers.

Orientation and Continuing Education

Inceptus has not yet developed an official orientation or training program for new directors. All of Inceptus’s current directors are familiar with business operations and publicly traded companies in general and, as such, formal orientation has not, to date, been required. On a going forward basis, new directors will be provided with a thorough overview of Inceptus’s business, assets and operations, as well as strategic plans and objectives through discussions and meetings with other directors and with officers. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board.

Management of Inceptus will endeavour to provide a continuous flow of information to its directors for continuing education purposes relating to Inceptus’s business and operations, as well as information and other initiatives intended to keep the Board abreast of new developments and challenges that Inceptus may face and each director, by virtue of the role, is responsible for staying informed about Inceptus’s business and developments in the industry.

Ethical Business Conduct

The Board monitors the ethical conduct of Inceptus and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by our governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the 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 Inceptus and its shareholders.

Nomination and Election of Directors

As Inceptus progresses as a business enterprise, the Board of Directors will consider its size each year when it considers the number of directors to recommend to shareholders for election at annual general meetings, taking into account the number of directors required to carry out the Board’s duties effectively and to maintain diversity of view and experience. The Board has not, as yet, appointed a nominating committee and these functions are currently performed by the Board as a whole.

We have not yet considered adopting an advance notice policy requiring that a shareholder proposing to nominate a person for election as a director at a shareholders’ meeting must provide Inceptus with advance notice of, and prescribed details concerning, the proposed nominee.

Inceptus has not, as yet, adopted a majority voting policy such that procedures would be in place requiring the resignation of a director should the director receive more “withheld” votes than votes “for” at any uncontested meeting of shareholders at which directors are elected; however, as part of its annual process of determining director nominees, the Board will closely examine directors who do not have the support of a majority of shareholders before nominating those individuals for re-election.

Voting for election of directors is by individual voting and not by slate voting.

Compensation

In accordance with the Capital Pool Company Policy of the TSX Venture Exchange, Inceptus has not, since its date of incorporation, awarded any compensation to any of its executive officers or directors other than grants of options.

Going forward, Inceptus’s Board of Directors will be responsible for determining all forms of compensation to be granted to its Chief Executive Officers and to directors, and for reviewing the Chief Executive Officer’s recommendations respecting compensation of the other executive officers, to ensure such arrangements reflect the responsibilities and risks associated with each position. See Part 4 – “Executive Compensation”.

Committees of the Board of Directors

As of the date of this Information Circular, our Board of Directors has not appointed any committees other than the Audit Committee. See Part 6 – “Audit Committee”.

Assessments

The Board does not formally review the contributions of individual directors; however, it believes that its current size facilitates informal discussion and evaluation of members’ contributions within that framework.

PART 8 – OTHER INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No proposed nominee for election as a director, and no director or officer of Inceptus who has served in such capacity since the beginning of Inceptus’s financial year ended March 31, 2021, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of Inceptus’s outstanding common shares, and none of the respective associates or affiliates of any of the foregoing, had or has any interest in any transaction with Inceptus since the beginning of the financial year ended March 31, 2021, or in any proposed transaction, that has materially affected Inceptus or is likely to do so.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since the beginning of the most recently completed financial year ended March 31, 2021, and as at the date of this Information Circular, no director, executive officer or employee or former director, executive officer or employee of Inceptus, nor any nominee for election as a director of Inceptus, nor any associate of any such person, was indebted to Inceptus; nor was any indebtedness to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Inceptus.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON AT THE MEETING

Except as otherwise disclosed in this Information Circular, none of the directors or executive officers of Inceptus who have served in such capacity since the beginning of our most recently completed financial year ended March 31, 2021, nor any associate or affiliate of any of those directors and executive officers, has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors. See Part 3 – “The Business of the Meeting”.

MANAGEMENT CONTRACTS

The management functions of Inceptus are performed by our directors and executive officers and we have no management agreements or arrangements under which such management functions are performed by persons other than the directors and executive officers of Inceptus. See Part 4 – “Executive Compensation”.

PENALTIES OR SANCTIONS

As at the date of this Information Circular, no proposed nominee for election as a director of Inceptus (nor any personal holding company of a proposed director) has been subject to:

(a) 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; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

CEASE TRADE ORDERS AND BANKRUPTCY

As of the date of this Information Circular, no proposed nominee for election as a director of Inceptus is, or has been, within 10 years before the date of this Information Circular:

a director, chief executive officer or chief financial officer of any company (including Inceptus and any personal holding company of the proposed director) that, while that person was acting in that capacity:
(a) was subject to:
- (i) a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order), or
- (ii) an order similar to a cease trade order, or
- (iii) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days (an “ Order ”); or

(b) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
a director or executive officer of any company (including Inceptus and any personal holding company of the proposed director) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

See Part 3 – “The Business of the Meeting – Election of Directors”.

PERSONAL BANKRUPTCY

No proposed nominee for election as a director of Inceptus has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

OTHER MATTERS

Management of Inceptus is not aware of any other matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Information Circular. 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.

ADDITIONAL INFORMATION

You may obtain additional financial information about Inceptus Capital Ltd. in our comparative financial statements and Management’s Discussion and Analysis for the fiscal year ended March 31, 2021, which have been electronically filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, under Inceptus’s issuer profile. Additional copies may be obtained without charge upon request to us at 7999 Granville Street, Vancouver, British Columbia V6P 4Z3; telephone: 604-370-3796. You may also access our disclosure documents through the Internet on the SEDAR website at www.sedar.com.

APPENDIX A

INCEPTUS CAPITAL LTD.

(the “Company”)

CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1. Purpose

1.1. The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets; reliability of information; and compliance with policies and laws. Within this mandate, the Audit Committee’s role is to:
(a) support the Board of Directors in meeting its responsibilities to shareholders;
(b) enhance the independence of the external auditor;
(c) facilitate effective communications between management and the external auditor and provide a link between the external auditor and the Board of Directors; and
(d) increase the credibility and objectivity of the Company’s financial reports and public disclosure.
1.2. The Audit Committee will make recommendations to the Board of Directors regarding items relating to financial and regulatory reporting and the system of internal controls following the execution of the Committee’s responsibilities as described herein.
1.3. The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

2. Membership

2.1.
Each member of the Audit Committee must be a director of the Company.
2.2. The Audit Committee will consist of at least three members, the majority of whom are considered “independent” as that term is defined in National Instrument 52-110.
2.3. The members of the Audit Committee will be appointed annually by and will serve at the discretion of the Board of Directors.

3. Authority

3.1. In addition to all authority required to carry out the duties and responsibilities included in this charter, the Audit Committee has specific authority to:
(a) engage, and set and pay the compensation for, independent counsel and other advisors as it determines necessary to carry out its duties and responsibilities;
(b) communicate directly with management and any internal auditor, and with the external auditor without management involvement; and
(c) approve interim financial statements and interim MD&A on behalf of the Board of Directors.

4. Duties and Responsibilities

4.1. The duties and responsibilities of the Audit Committee include:
(a) recommending to the Board of Directors the external auditor to be nominated by the Board of Directors;
(b) recommending to the Board of Directors the compensation of the external auditor;
(c) reviewing the external auditor’s audit plan, fee schedule and any related services proposals;

Appendix A - 1

(d) overseeing the work of the external auditor;
(e) ensuring that the external auditor is in good standing with the Canadian Public Accountability Board and enquiring if there are any sanctions imposed by the CPAB on the external auditor;
(f) ensuring that the external auditor meets the rotation requirements for partners and staff on the Company’s audits;
(g) reviewing and discussing with management and the external auditor the annual audited financial statements, including discussion of material transactions with related parties, accounting policies, as well as the external auditor’s written communications to the Committee and to management;
(h) reviewing the external auditor’s report, audit results and financial statements prior to approval by the Board of Directors;
(i) reporting on and recommending to the Board of Directors the annual financial statements and the external auditor’s report on those financial statements, prior to Board approval and dissemination of financial statements to shareholders and the public;
(j) reviewing financial statements, MD&A and annual and interim earnings press releases prior to public disclosure of this information;
(k) ensuring adequate procedures are in place for review of all public disclosure of financial information by the Company, prior to its dissemination to the public;
(l) overseeing the adequacy of the Company’s system of internal accounting controls and internal audit process obtaining from the external auditor summaries and recommendations for improvement of such internal accounting controls;
(m) ensuring the integrity of disclosure controls and internal controls over financial reporting;
(n) resolving disputes between management and the external auditor regarding financial reporting;
(o) establishing procedures for:
- (i) the receipt, retention and treatment of complaints received by the Company from employees and others regarding accounting, internal accounting controls or auditing matters and questionable practices relating thereto; and
- (ii) the confidential, anonymous submission by employees of the Company or concerns regarding questionable accounting or auditing matters;
(p) reviewing and approving the Company’s hiring policies with respect to partners or employees (or former partners or employees) of either a former or the present external auditor;
(q) pre-approving all non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor; and
(r) overseeing compliance with regulatory authority requirements for disclosure of external auditor services and Audit Committee activities.
4.2. The Audit Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.

5. Meetings

5.1. The quorum for a meeting of the Audit Committee is a majority of the members of the Committee who are not officers or employees of the Company or of an affiliate of the Company.
5.2. The members of the Audit Committee must elect a chair from among their number and may determine their own procedures.
5.3. The Audit Committee may establish its own schedule that it will provide to the Board of Directors in advance.

Appendix A - 2

5.4. The external auditor is entitled to receive reasonable notice of every meeting of the Audit Committee and to attend and be heard thereat.
5.5.
A member of the Audit Committee or the external auditor may call a meeting of the Audit Committee.
5.6. The Audit Committee will meet separately with the President and separately with the Chief Financial Officer of the Company at least annually to review the financial affairs of the Company.
5.7. The Audit Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate, to review the external auditor’s examination and report.
5.8. The chair of the Audit Committee must convene a meeting of the Audit Committee at the request of the external auditor, to consider any matter that the auditor believes should be brought to the attention of the Board of Directors or the shareholders.

6. Reports

6.1. The Audit Committee will record its recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors’ meeting at which those recommendations are presented.

7. Minutes

7.1. The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.

Appendix A - 3

AI assistant

Inceptus Capital Ltd. — Proxy Solicitation & Information Statement 2021

47443_rns_2021-04-26_cd3105c1-a734-45ff-980d-1654e1a50521.pdf

INCEPTUS CAPITAL LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

TO: All holders of common shares of Inceptus Capital Ltd.

INCEPTUS CAPITAL LTD.

MANAGEMENT INFORMATION CIRCULAR

PART 1 – VOTING

HOW A VOTE IS PASSED

WHO CAN VOTE?

Please note:

VOTING BY PROXY

What is a proxy?

Appointing a proxyholder

Instructing your proxy

 FOR approval of the Finder’s Fee Resolution (as defined herein).

Changing your mind

NON-REGISTERED SHAREHOLDERS

PART 2 - VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PART 3 - THE BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Number of Directors

Nominees for Election

APPOINTMENT OF AUDITOR

APPROVAL OF STOCK OPTION PLAN

Background

Summary of the Option Plan

Approval of the Option Plan

“RESOLVED THAT:

Recommendation

Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the resolution to approve the Option Plan.

CHANGES TO TSX VENTURE EXCHANGE CPC POLICY

Background

Removal of consequences of failing to complete a Qualifying Transaction within 24 months of Listing

Approval of the Removal Resolution

Recommendation

Execution and Delivery of CPC Escrow Agreement

Approval of the Escrow Agreement Resolution

Recommendation

Approval of the Finder’s Fee Resolution

Recommendation

PART 4 – EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Option Based Awards

Benefits and Perquisites

Risks Associated with Inceptus’s Compensation Practices

Hedging by Named Executive Officers or Directors

Named Executive Officer Compensation

Summary Compensation Table

Outstanding Option-Based Awards

Value Vested or Earned During the Year

TERMINATION AND CHANGE OF CONTROL BENEFITS

DIRECTOR COMPENSATION

Outstanding Option-Based Awards

Value Vested or Earned During the Year

PART 5 – SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

PART 6 – AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE MEMBERS

RELEVANT EDUCATION AND EXPERIENCE

Tony Chan

Peter Chen

Christopher Twells

EXTERNAL AUDITOR SERVICE FEES

PRE-APPROVED POLICIES AND PROCEDURES FOR NON-AUDIT SERVICES

AUDIT COMMITTEE OVERSIGHT

RELIANCE ON EXEMPTIONS

PART 7 – CORPORATE GOVERNANCE

Composition of Board of Directors

Directorships in other Public Companies

Orientation and Continuing Education

Ethical Business Conduct

Nomination and Election of Directors

Compensation

Committees of the Board of Directors

Assessments

PART 8 – OTHER INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Inceptus Capital Ltd. Proxy Solicitation & Information Statement 2021