InsuraGuest Technologies Inc.

INSURAGUEST TECHNOLOGIES, INC.

Suite 1140- 625 Howe Street Vancouver, BC V6C 2T6 604-685-4745

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

AND

INFORMATION CIRCULAR

April 28, 2021

This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters referred to in this Information Circular, you should immediately contact your advisor.

Suite 1140- 625 Howe Street Vancouver, BC V6C 2T6 604-685-4745

INSURAGUEST TECHNOLGIES, INC.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual General Meeting (the “Meeting”) of InsuraGuest Technologies, Inc. (the “Company”) will be held via Zoom conference and at Suite 704, 595 Howe Street, Vancouver, British Columbia, Canada on May 27, 2021, at 1:00 pm (Vancouver time), or any adjournment thereof, for the following purposes:

to set the number of directors of the Company for the ensuing year at seven (7) persons.
to elect Douglas K. Anderson, Charles J. Cayias, Christopher J. Panos, R. Hall Risk, Logan B. Anderson, David K. Ryan and Sean C. O’Neill as directors of the Company for the ensuing year;
to appoint MNP LLP, Chartered Accountants, as the auditors of the Company until the next annual general meeting of the Company and to authorize the directors of the Company to fix the remuneration to be paid to the auditors;
to receive the audited financial statements of the Company for the financial years ended June 30, 2020 and 2019, and the accompanying report of the auditors;
to consider and if deemed advisable, to pass, with or without variation, an ordinary resolution approving a 20% fixed stock option plan as more particularly described in the information circular;
to consider and if deemed advisable, to pass, with or without variation, an ordinary resolution, excluding votes attached to interested parties, to extend the expiration dates by twelve (12) months of Series A Warrants, Series B Warrants, Series C Warrants, and Series D Warrants, as more particularly described in the information circular; and
to transact such other business that may properly come before the Meeting or adjournments thereof.

Further information regarding the above items is set out in the management information circular (the “Circular”) accompanying this Notice of Annual General Meeting of Shareholders. Only shareholders of record at the close of business on April 22, 2021 are entitled to notice and to attend and vote at the Meeting or any adjournment or postponement thereof.

Information with respect to voting by non-registered beneficial shareholders is included in the Circular. Non-registered beneficial shareholders should seek instructions on how to vote their shares from their broker, investment dealer, bank, trust company or other intermediary.

To access the Zoom conference, please use the following:

https://zoom.us/join Meeting ID: 865 5015 0546 Passcode: 604173

If you are a registered shareholder of the Company and unable to attend the Meeting in person or on Zoom conference, please complete, date and sign the accompanying form of proxy and deposit it with the Company’s transfer agent, Endeavor Trust Corporation, Suite 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4 by mail or fax, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof. If you are a non-registered shareholder of the Company, please complete and return the materials in accordance with the instructions set forth in the accompanying Information Circular.

DATED at Vancouver, British Columbia, this 28[th] day of April 2021.

By Order of the Board of INSURAGUEST TECHNOLOGIES, INC.

“Logan B. Anderson”

Logan B. Anderson Chief Financial Officer and Director

INSURAGUEST TECHNOLOGIES, INC.

Suite 1140- 625 Howe Street

Vancouver, BC V6C 2T6

604-685-4745

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) CONTAINS INFORMATION AS AT APRIL 28, 2021.

This Information Circular accompanies the Notice of Annual General Meeting (the “Notice”) and is furnished to shareholders holding common shares in the capital of InsuraGuest Technologies, Inc. (the “Company”) in connection with the solicitation by the management of the Company of proxies to be voted at the Annual General Meeting (the “Meeting”) of the shareholders to be held at 1:00 p.m. (Vancouver time) on May 27, 2021 via Zoom conference and at Suite 704, 595 Howe Street, Vancouver, British Columbia or at any adjournment or postponement thereof.

Date and Currency

The date of this Information Circular is April 28, 2021. Unless otherwise stated, all amounts herein are in United States dollars.

MANAGEMENT SOLICITATION OF PROXIES

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made, without special compensation, by the directors, officers and employees of the Company. The Company does not reimburse shareholders, nominees or agents for costs incurred in obtaining from their principals authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company may reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The Company will bear the cost of the solicitation.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

APPOINTMENT AND REVOCATION OF PROXY

Appointment of Proxy

Registered shareholders are entitled to vote at the Meeting. A shareholder is entitled to one vote for each common share that such shareholder holds on the record date of April 22, 2021 on the resolutions to be voted upon at the Meeting, and any other matter to come before the Meeting.

The persons named as proxyholders (the “Designated Persons”) in the enclosed form of proxy are directors and/or officers of the Company.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.

TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE’S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER’S SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.

In order to be voted, the completed form of proxy must be received by the Company’s registrar and transfer agent, Endeavor Trust Corporation (the “Transfer Agent”) at their offices located at Suite 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4, no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof.

A proxy may not be valid unless it is dated and signed by the shareholder who is giving it or by that shareholder’s attorneyin-fact duly authorized by that shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual shareholder or joint shareholders, or by an officer or attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.

Revocation of Proxies

A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that shareholder or by that shareholder’s attorney-in-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

VOTING OF PROXIES

A shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the common shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the common shares represented will be voted or withheld from the vote on that matter accordingly. The common shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the common shares will be voted accordingly.

IF NO CHOICE IS SPECIFIED IN THE PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE COMMON SHARES REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE COMPANY’S BOARD OF DIRECTORS FOR DIRECTORS AND AUDITOR.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

In the case of abstentions from, or withholding of, the voting of the common shares on any matter, the common shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set out in this section is of significant importance to those shareholders who do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’s name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name of CDS & Co., being the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms. Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person well in advance of the Meeting.

Regulatory polices require Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Beneficial Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to the Company (such Beneficial Shareholders are designated as non-objecting beneficial owners, or “NOBOs”) or objecting to their Intermediary disclosing ownership information about themselves to the Company (such Beneficial Shareholders are designated as objecting beneficial owners, or “OBOs”).

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer , the Company has elected to send the notice of meeting, this Information Circular and a request for voting instructions (a “VIF”), instead of a proxy (the notice of Meeting, Information Circular and VIF or proxy are collectively referred to as the “Meeting Materials”) directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to OBOs.

Meeting Materials sent to Beneficial Shareholders are accompanied by a VIF, instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Shareholder is able to instruct the Intermediary (or other registered shareholder) how to vote the Beneficial Shareholder’s shares on the Beneficial Shareholder’s behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“Broadridge”) in Canada. Broadridge typically prepares a machinereadable VIF, mails these VIFs to Beneficial Shareholders and asks Beneficial Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the shares which they beneficially own. A Beneficial Shareholder receiving a VIF cannot use that form to vote common shares directly at the Meeting. Beneficial Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a Beneficial Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Shareholder or their nominee the right to attend and vote at the Meeting.

Only registered shareholders have the right to revoke a proxy. A Beneficial Shareholder who wishes to change its vote must, at least seven days before the Meeting, arrange for its Intermediary to revoke its VIF on its behalf.

All references to shareholders in this Information Circular are to registered shareholders, unless specifically stated otherwise.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) 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.

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

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Company is authorized to issue an unlimited number of common shares without par value. As of the record date, being the close of business on April 22, 2021, a total of 41,985,777 common shares were issued and outstanding. Each common share carries the right to one vote at the Meeting.

The following table lists the person who beneficially owns, directly or indirectly, or exercises control or direction over, common shares carrying more than 10% of the voting rights attached to the Company’s outstanding shares.

Name	Number of Shares Owned	Class of Shares Owned	Percentage of Common Shares Held
CDS& Co	18,210,296	Common Shares	43.37%
Douglas K. Anderson(1)	6,685,336	Common Shares	15.9%
The LSGSP Family Trust	5,056,000	Common Shares	12.0%
Christopher J. Panos	5,256,000	Common Shares	12.5%

(1) 6,097,336 common shares are held through Trust Financial LLC., which is controlled by Douglas K. Anderson.

ELECTION OF DIRECTORS

At present, the directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are duly elected or appointed in accordance with the Company’s Articles or until such director’s earlier death, resignation or removal. In the absence of instructions to the contrary, the enclosed Form of Pro xy will be voted for the nominees listed in the Form of Proxy, all of whom are presently members of the Board of Directors.

Management of the Company proposes to nominate the persons named in the table below for election by the shareholders as directors of the Company. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Province, Country of Residence and Position(s) with the Company	Periods During which Nominee has Served as a Director and/or Officer	Principal Occupation, Business or Employment for Last Five Years	Number of Common Shares Owned(1)
DOUGLAS K. ANDERSON(1) State of Utah, USA Chief Executive Officer and Director	Director and CEO since February 2020	Mr. Anderson is the current CEO of the Company. Mr. Anderson has been a businessman in the real estate industry for nearly 30 years. He also serves as Chairman/Founder of a golf and winter sports ski holding company with operations in four (4) major east coast markets and British Columbia, Canada.	6,685,336(3)
CHARLES J. CAYIAS State of Utah, USA President and Director	Director and President since February 2020	Mr. Cayias is the current President of the Company. Mr. Cayias also is the CEO of a full service insurance brokerage company which provides commercial insurance, employee benefits, workers’ compensation, professional liability, risk management, and bonding products. Mr. Cayias is licensed in all 50 states and specialized in niche programs.	1,140,720
LOGAN B. ANDERSON(2) British Columbia, Canada Chief Financial Officer and Director	CFO since February 2020 Director since August 2010	CFO and Secretary of Aloro Mining Corp. (“Aloro”) since August 2006, Director of Aloro since June 2004, CFO and Secretary of Ovation Science Inc. since October 2017, Director of Ovation Science Inc. since July 2017;CFO and Director of Scotch Creek Ventures Inc. since January 2017, Secretary of Scotch Creek from May 2018; Director of International Battery Metals Ltd. since May 2017 and CFO since June 2018; Secretary of St. James Gold Corp since November 2020; Principal and President of Amteck Financial Corp (and its predecessor Amteck Financial Services Company) a private consulting company since 1993.	67,500
CHRISTOPHER J. PANOS State of Utah, USA Vice President of Sales and Director	Director since February 2020	Mr. Panos is currently a Director in the Company. He also serves as a Territory Sales Manager for a premier home appliance distributor in the western United States.	5,256,000
R. HALL RISK(2) British Columbia, Canada Director	Director since February 2020	Mr. Risk is the co-owner and Managing Director of Dayton Boots, an iconic Canadian footwear brand that has been building handmade leather boots in East	228,000

		Vancouver for more than 70 years.
DAVID K. RYAN(2) British Columbia, Canada Secretary and Director	Secretary since November 2016 Director since August 2010	Director of Bioharvest Sciences Inc. since April 2013., Director and Investor Relations Officer of Ovation Science Inc. since October 2017, CEO and Director of Scotch Creek since January 2017, President of Scotch Creek since May 2018.Director of International Battery Metals Ltd since November 2019.	39,300
SEAN C. O’NEILL British Columbia, Canada Director	Director since August 2010	President and CEO of 0865482 B.C. Ltd. since September 2009, a safety training Company consulting to first nations and forestry Companies and wildland fire fighting for the Province of British Columbia.	27,500

Notes:

(1) Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at April 22, 2021, based upon information furnished to the Company by the individual directors.

(2) Member of the Audit Committee.

(3) 6,097,336 shares are held by Trust Financial LLC which is controlled by Douglas K. Anderson.

Management recommends the approval of each of the nominees listed above for election as directors of the Company until the next annual general meeting.

Management does not contemplate that any of its nominees will be unable to serve as directors. If any vacancies occur in the slate of nominees listed above before the Meeting, then the Designated Persons intend to exercise discretionary authority to vote the common shares represented by proxy for the election of any other persons as directors.

Cease Trade Orders

Other than as set forth below, no director or executive officer of the Company, is or has been, within the ten years preceding the date of this Information Circular, a director, chief executive officer, chief financial officer of any company that:

(a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an order that was issued after the director or executive officer 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.

For the purposes of this Information Circular, an “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to an exemption under securities legislation, and such order was in effect for a period of more than 30 consecutive days.

Yaterra Ventures Inc.

David Ryan was a director of Yaterra Ventures Corp. (“Yaterra”) when, on January 8, 2013, the British Columbia Securities Commission issued a cease trade order on Yaterra for failure to file financial statements. The order has not been revoked. Mr. Ryan ceased acting a director of Yaterra on April 24, 2014 and Mr. Ryan is no longer involved with the business affairs of Yaterra. On April 30, 2014, Yaterra filed a notice of deregistration of its securities with the United States Securities and Exchange Commission.

Bankruptcies

To the knowledge of management of the Company, no director or executive officer of the Company, or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, is or has been, with the

ten years preceding the date of this Information Circular:

(a) a director or an executive officer of any company that, while the person was acting in that capacity, or within a year of that person ceasing to act in the 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 made a proposal under any legislation relating to bankruptcies or insolvency; or
(b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 individual.

Penalties or Sanctions

Other than as set forth below, no director or officer of the Company, or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has:

(a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcies

To the knowledge of management of the Company, no director or officer of the Company, or any shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company or a personal holding company of any such persons 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 been 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 a director or officer.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This discussion describes the Company’s compensation program for each person who has acted as Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three most highly compensated executive officers (or three most highly compensated individuals acting in a similar capacity), other than the CEO and CFO, whose compensation was more than $150,000 during the financial year ended June 30, 2020 (each a “Named Executive Officer”).

Significant Elements

The significant elements of compensation awarded to the Named Executive Officers are management fees and stock options. The Company does not presently have a long-term incentive plan for its Named Executive Officers. There is no policy or target regarding allocation between cash and non-cash elements of the Company’s compensation program. The Board of Directors is solely responsible for determining compensation to be paid to the Company’s Named Executive Officers. In addition, the Board of Directors reviews annually the total compensation package of each of the Company’s executives on an individual basis.

Management Fees

In setting compensation rates for Named Executive Officers, the Company compares the amounts paid to them with the amounts paid to executives in comparable positions at other comparable corporations. The Company’s compensation payable to the Named Executive Officers is based upon, among other things, the responsibility, skills and experience required to carry out the functions of each position held by each Named Executive Officer and varies with the amount of time spent by each Named Executive Officer in carrying out his or her functions on behalf of the Company.

Option-Based Awards

The Company’s Stock Option Plan is intended to emphasize management’s commitment to growth of the Company.

Summary Compensation Table

The following table sets forth information about compensation paid to, or earned by, the Company’s Named Executive Officers during the fiscal years ended June 30, 2018, 2019 and 2020:

Name and Principal Position	Year	Salary (US $)	Share- based Award s ($)	Option- based Awards (US$)	Non-Equity Incentive Plan Compensation (US $)	Non-Equity Incentive Plan Compensation (US $)	Pension Value ($)	All Other Compen - sation ($)	Total Compen -sation (US $)
					Annual Incentive Plans	Long- term Incentiv e Plans
Douglas K Anderson CEO	2020 2019 2018	290,000(1) 172,000(1)(2) -	- - -	- - -	100,000(1) - -	- - -	- - -	- - -	390,000 172,000 -
Charles J. Cayias President	2020 2019 2018	- - -	- - -	- - -	- - -	- - -	- - -	- - -	- - -
Logan B. Anderson CFO	2020 2019 2018	54,000 CDN 48,000 CDN 48,000 CDN	- - -	- - -	- - -	- - -	- - -	6,000 12,000 12,000	60,000 60,000 60,000
Christopher J. Panos Director	2020 2019 2018	290,000(3) 262,667(3)(4) -	- - -	- - -	100,000(3) - -	- - -	- - -	- - -	390,000 262,667 -
Dave Ryan VP	2020 2019 2018	24,000 CDN 24,000 CDN 24,000 CDN	- - -	- - -	- - -	- - -	- - -	12,000 12,000 12,000	36,000 36,000 36,000

Notes:

(1) Mr. Anderson received or accrued these payment (2020 Salary $385,700 CDN, annual incentive $133,000 CDN)

(2) $56,000US was settled through the issuance of 400,000 common shares (2019 Salary $228,760 CDN)

(3) Mr. Panos received or accrued payments through his consulting company, Powder Capital LLC. (Salary 2020 $385,700CDN, 2019 $349,347CDN and 2020 Bonus $133,000 CDN

(4) $98,667US ($131,227 CDN) related to the issuance of 704,764 common shares for an outstanding payable.

Termination and Change of Control Benefits

The Company may terminate its agreements with Douglas K. Anderson and Powder Capital, LLC. by providing notice. Otherwise, the Company has no contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer, at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the Named Executive Officer’s responsibilities.

DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth the compensation paid to the Company’s directors for the fiscal year ended June 30, 2020:

Name	Fees Earned (CDN$)	Share- based Awards ($)	Option- based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Douglas K. Anderson	-	-	-	-	-	US $390,000	US$ 390,000 (CDN$ 518,700)
Logan B. Anderson	6,000	-	-	-	-	-	6,000
David K. Ryan	6,000	-	-	-	-	-	6,000
Sean C. O’Neill	6,000	-	-	-	-	-	6,000
Shawn Clarkin	6,000	-	-	-	-	-	6,000

D Archibald	6,000	-	-	-	-	-	6,000
Christopher J. Panos	-	-	-	-	-	US$390,000	US$390,000 (CDN $518,700)
R. Hall Risk	-	-	-	-	-	-	-

Incentive Plan Awards For Directors

The following table sets forth all outstanding share based and option based awards to the directors of the Company as at the fiscal year ended June 30, 2020.

Name Logan B. Anderson CFO			Option Based Awards	Option Based Awards	Share Based Awards	Share Based Awards
	Number of Securities underlying unexercised options (#)	Option exercise price (CAD $)	Option Expiration Date	Value of unexercised in-the- money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)
	300,000	$0.20	June 21, 2021	Nil	0	0
David K. Ryan Director / Former CFO	300,000	$0.20	June 21, 2021	Nil	0	0
Sean O’Neill Director	100,000	$0.20	June 21, 2021	Nil	0	0

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth details of all our equity compensation plans as of June 30, 2020. As at June 30, 2020, our equity compensation plan consisted of our Stock Option Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights (CND $)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,400,000	$0.20	-
Equity compensation plans not approved by security holders	-	-	-
Total	1,400,000	$0.20	-

Stock Option Plan

The Stock Option Plan was adopted by the Board on April 28, 2021, a copy of which is attached as Schedule “A” hereto. The Stock Option Plan will replace the previous plan which was a rolling 10% plan and replaces it with a 20% fixed plan. The effective date of the Stock Option Plan will be the date of Shareholder approval of the Stock Option Plan Resolution, as described below.

The purpose of the Stock Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees, management company employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire Company Shares in, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs. The Stock Option Plan provides that, subject to the requirements of the TSX-V, the maximum number of common shares which may be issued for the purposes under the Stock Option Plan shall be the number of shares of the Company representing 20% of the issued and outstanding shares of the Company as of the date the Shareholders approve of the Stock Option Plan Resolution, described below.

Options may be granted under the Stock Option Plan to such service providers of the Company and its affiliates, if any, as the board of directors may from time to time designate. The exercise price of option grants will be determined by the Board of Directors and will not be less than the closing market price of the Company Shares on the TSX-V less allowable discounts at the time of grant. The Stock Option Plan provides that the number of Company Shares that may be reserved for issuance to any one individual upon exercise of all stock options held by such individual may not exceed 5% of the issued Company Shares, if the individual is a director or officer, or 2% of the issued Company Shares, if the individual is a consultant or engaged in providing investor relations services, on a yearly basis. All options granted under the Stock Option Plan will expire not later than the date that is ten years from the date that such options are granted. Options terminate earlier as follows:

(i) immediately in the event of dismissal with cause;
(ii) 90 days from date of termination other than for cause; or
(iii) one year from the date of death or disability.

Options granted under the Stock Option Plan are not transferable or assignable other than by will or other testamentary instrument or pursuant to the laws of succession.

As of the date of this Information Circular, the Company was eligible to grant up to 4,198,577 options under the previous option plan. There are presently 4,074,000 options outstanding and 124,577 are reserved and available under the previous option plan.

APPOINTMENT OF AUDITOR

Shareholders will be asked to vote for the appointment of MNP LLP, Chartered Accountants, to serve as auditors of the Company to hold office until the next annual general meeting of the shareholders or until such firm is removed from office or resigns as provided by law and to authorize the Board of Directors of the Company to fix the remuneration to be paid to the auditors.

Management recommends shareholders to vote for the ratification of the appointment of MNP LLP, Chartered Accountants, as the Company’s auditors until the next annual general meeting at a remuneration to be fixed by the Company’s board of directors.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of the Stock Option Plan

The material terms of the Stock Option Plan are set out in under the heading “Stock Option Plan” in this Circular.

The Company’s Shareholders will be asked to adopt the following resolution at the Meeting (the “Stock Option Plan Resolution”):

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

Subject to TSX-V approval, the Stock Option Plan of the Company, as described in the Information Circular dated April 28, 2021 is hereby approved.
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 this resolution 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.

In order to be approved, the Stock Option Plan Resolution must be approved by a majority of the votes cast by the Shareholders, either present of in person or represented by proxy at the Meeting.

The Board recommends that the Shareholders approve of the Stock Option Plan Resolution.

Extension of Series A Warrants, Series B Warrants, Series C Warrants and Series D Warrants (altogether, the “Series Warrants”)

Pursuant to the plan of arrangement with InsuraGuest, Inc., the Company issued the following warrants:

2,318,910 Series A Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until February 26, 2022 and subject to the total revenue of the Company exceeding $1,000,000 CDN within two (2) years from the closing of the Arrangement;
6,745,919 Series B Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until February 26, 2025 and subject to the total revenue of the Company exceeding $5,000,000 CDN within five (5) years from the closing of the Arrangement;
7,799,969 Series C Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until August 26, 2026 and subject to the total revenue of the Company exceeding $10,000,000 CDN within seven and a half (7.5) years from the closing of the Arrangement; and
13,489,837 Series D Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until February 26, 2030 and subject to the total revenue of the Company exceeding $20,000,000 CDN within ten (10) years from the closing of the Arrangement.

Due to the Covid-19 pandemic, the roll out of the Company’s business development has been delayed by at least at least a period of one year leading the Company to wish to extend the Warrants expiration and performance milestones by a period of one year

The Company’s Shareholders will be asked to adopt the following resolution at the Meeting (the “Warrants Extension Resolution”):

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The Series A Warrants, the Series B Warrants, the Series C Warrants, and the Series D Warrants issued by the Company on February 26, 2020 be amended by extending the expiration and performance milestone timeframes by a period of one year providing the following amended expiration and performance milestone timeframes:
a) 2,318,910 Series A Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until February 26, 2023 and subject to the total revenue of the Company exceeding $1,000,000 CDN within three (3) years from the closing of the Arrangement;
b) 6,745,919 Series B Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until February 26, 2026 and subject to the total revenue of the Company exceeding $5,000,000 CDN within six (6) years from the closing of the Arrangement;
c) 7,799,969 Series C Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until August 26, 2027 and subject to the total revenue of the Company exceeding $10,000,000 CDN within eight and a half (8.5) years from the closing of the Arrangement; and
d) 13,489,837 Series D Warrants exercisable to purchase an additional common share of the Company at $0.20 CDN per share, exercisable until February 26, 2031 and subject to the total revenue of the Company exceeding $20,000,000 CDN within eleven (11) years from the closing of the Arrangement.
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 this resolution 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.

The holders of the Warrants will be excluded from approving the Warrants Extension Resolution. Therefore, to be approved, the Warrants Extension Resolution must be approved by a majority of the votes cast by the Shareholders (excluding the Shareholders that are the holders of the Warrants) either present in person or represented by proxy at the Meeting.

The Board recommends that the Shareholders approve of the Warrants Extension Resolution.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of December 31, 2020, the following amounts are owed to Directors and Officers of the Company:

Name	Title	Amount $
Douglas K. Anderson(1)	CEO	USD 439,863.92 (CDN 559,943)
Logan Anderson	CFO	CDN 36,225
Charles J. Cayias	President	USD 12,500.00 (CDN 15, 275)
Christopher J. Panos(2)	Director	USD 268,543.84 (CDN 341,864)
Alexander Walker	General Counsel	USD 154,294.38 (CDN 196, 415)
Total		USD 875,202.14 (CDN 1,149,722)

Notes:(1) $4,863.98US was owed to a hotel group in which Mr. D. Anderson is an officer of that company.

(2) Amount was earned by a company owned by Mr. Panos.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No: (a) director, proposed director or executive officer of the Company; (b) person or company who beneficially owns, directly or indirectly, common shares or who exercises control or direction of common shares, or a combination of both carrying more than ten percent of the voting rights attached to the common shares outstanding (an “Insider”); (c) director or executive officer of an Insider; or (d) associate or affiliate of any of the directors, executive officers or Insiders, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except with an interest arising from the ownership of common shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of common shares.

MANAGEMENT CONTRACTS

There were no management functions of the Company, which were, to any substantial degree, performed by a person other than the directors or executive officers of the Company.

AUDIT COMMITTEE DISCLOSURE

Pursuant to National Instrument 52-110 – Audit Committees , the Company is required to disclose certain information concerning the constitution of its Audit Committee and its relationship with its independent auditors.

The Audit Committee Charter

The Company’s audit committee charter is set out in Schedule “B” of this Information Circular.

Composition of the Audit Committee

The following persons are members of our audit committee:

Logan Anderson	Not Independent	Financially Literate
Sean C. O’Neill	Independent	Financially Literate
H. Risk Hall	Independent	Financially Literate

Relevant Education and Experience

All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of 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 the Company’s financial statements, and have an understanding of internal controls.

In addition to each member's general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his/her responsibilities as an Audit Committee member is as follows:

Logan Anderson. Mr. Anderson has an extensive background in accounting and finance and has acted as an officer of director of a number of public companies in various sectors including mining, fintech, biotech, and technology. Based on his previous executive officer and director experience with public companies, Mr. Anderson has a working knowledge of accounting applicable to public companies.
Sean C. O’Neill . Mr. O’Neill is an experienced independent businessman and is currently the owner and operator of a company providing safety training to forestry and first nations and contract wildland fire fighting for the Province of British Columbia. He has a good understanding of business and reporting.
H. Risk Hall. Mr. Hall is the co-owner and Managing Director of Dayton Boots, an iconic Canadian footwear brand that has been building handmade leather boots in East Vancouver for more than 70 years. He has a good understanding of business and accounting.

Audit Committee Oversight

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

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) , or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter of the Company.

External Auditor Service Fees

In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

The aggregate fees billed by the Company’s external auditor in the last two fiscal years, by category, are as follows:

Audit Fees Audit-Related Fees Tax-Related Fees All Other Fees Total	Year Ended June 30, 2020 35,000 Nil Nil 5,500 40,500	Year Ended June 30, 2019
		38,500 Nil 3,675 Nil
		42,175

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practice s, the Company is required to disclose its corporate governance practices as follows:

Board of Directors

The Board of Directors is currently comprised of seven members. Securities legislation recommends that the Board of Directors of a public company be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board of Directors, reasonably interfere with the exercise of a director’s independent judgment. David K. Ryan, Sean C. O’Neill and H. Risk Hall are independent directors of the Company, aside from common shares or stock options of the Company held by them, they have no ongoing interest or relationship with the Company other than serving as a director. Douglas Anderson, Charles Cayias, Logan B. Anderson, Christopher Panos and David K. Ryan are not independent directors because of their positions as executive officers of the Company.

Directorships

The following directors of the Company are directors and/or officers of other reporting issuers:

Name of Director of the Company	Names of Other Reporting Issuers
Douglas Anderson	None
Charles Cayias	None.
Logan B. Anderson	Scotch Creek Ventures Inc. Ovation Science Inc. International Battery Metals Ltd. St. James Gold Corp. Aloro Mining Corp
Christopher Panos	None.
H. Risk Hall	None
David K. Ryan	Ovation Science Inc. Bioharvest Sciences Inc. Scotch Creek Ventures Inc. International Battery Metals Ltd.
Sean C. O’Neill	None.

Orientation and Continuing Education

The Board of Directors provides an overview of the Company’s business activities, systems and business plan to all new directors. New director candidates have free access to any of the Company’s records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. The directors are encouraged to update their skills and knowledge by taking courses and attending professional seminars.

Ethical Business Conduct

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

Certain directors of the Company may also be directors and officers of other companies, and conflicts of interest may arise between their duties. Such conflicts must be disclosed in accordance with and are subject to such other procedures and remedies as applicable under the Business Corporations Act (British Columbia).

Nomination of Directors

The Board of Directors is responsible for identifying individuals qualified to become new directors and recommending new director nominees for the next annual meeting of shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company’s mission and strategic objectives, and a willingness to serve.

Compensation

The Board of Directors conducts reviews with regard to the compensation of the directors and the Chief Executive Officer once a year. To make its recommendations on such compensation, the Board of Directors takes into account the types of compensation and the amounts paid to directors and officers of comparable publicly traded Canadian companies.

Other Board Committees

The Board of Directors has no other committees other than the Audit Committee.

Assessments

The Board of Directors regularly monitors the adequacy of information given to directors, communications between the board and management and the strategic direction and processes of the Board and its committees.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com.

Shareholders may contact the Company at its office by mail at Suite 1140, 625 Howe Street, Vancouver, BC V6C 2T6, to request copies of the Company’s financial statements and related Management’s Discussion and Analysis (the “MD&A”). Financial information is provided in the Company’s audited financial statements and MD&A for the year ended June 30, 2020.

OTHER MATTERS

Other than the above, management of the Company knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should properly come before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved and the delivery of it to each shareholder of the Company entitled thereto and to the appropriate regulatory agencies has been authorized by the Board of Directors of the Company.

Dated at Vancouver, British Columbia as of April 28, 2020.

ON BEHALF OF THE BOARD INSURAGUEST TECHNOLOGIES, INC.

“Logan B. Anderson”

Logan B. Anderson Chief Financial Officer and Director

SCHEDULE “A”

STOCK OPTION PLAN

1. PURPOSE OF PLAN

1.1 Purpose. The purpose of the Stock Option Plan (the “ Plan ”) of INSURAGUEST TECHNOLOGIES INC. a company incorporated under the Business Corporations Act (British Columbia), (the “ Company ”) is to advance the interests of the Company by encouraging the directors, officers, employees, management company employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Company, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

2. DEFINITIONS

2.1 Definitions. In this Plan the following words and phrases shall have the following meanings, namely:
(a) “Blackout Period” means a period during which there is a prohibition on trading in the Company’s securities imposed by the Company on Insiders.
(b) “Board” means the board of directors of the Company or, if the Board so elects, a committee of directors (which may consist of only one director) appointed by the Board to administer this Plan.
(c) “Company” means InsuraGuest Technologies Inc.
(d) “Consultant” means an individual who (or a corporation or partnership (a “Consultant Company”) of which the individual is an employee, shareholder or partner which):
- (i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or a subsidiary of the Company other than in relation to a distribution of the Company’s securities;
- (ii) provides the services under a written contract between the Consultant or Consultant Company and the Company or subsidiary;
- (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company or subsidiary of the Company; and
- (iv) has a relationship with the Company or subsidiary of the Company that enables the individual to be knowledgeable about the business and affairs of the Company or subsidiary.
(e) “Director” means a director of the Company or any of its subsidiaries.
(f) “Employee” means:
- (i) an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada)(and for whom income tax, employment insurance and CPP deductions must be made at source);
- (ii) an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
- (iii) an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and discretion by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source.
(g) “Exchange” means whichever stock exchange on which the Shares are listed for trading being either the TSX Venture Exchange (the “ TSX-V ”) or Toronto Stock Exchange (the “ TSX ”).
(h) “Insider” means: (i) Director or Officer; (ii) a director or officer of a subsidiary of the Company; or (iii) a person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company.
(i) “Management Company Employee” means an individual employed by a person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged in investor relations.
(j) “Market Price” means the price at which the last recorded sale of a board lot of Shares took place on the Exchange during the trading day immediately preceding the date of granting the Option and, if there was no such sale, the closing price on the preceding trading day during which there was such a sale.
(k) “Officer” means a chair or vice-chair of the Board, a chief executive officer, chief financial officer, chief operating officer, president, vice-president, secretary, assistant secretary, treasurer or assistant treasurer of the Company or any of its subsidiaries or an individual designated as an officer by a resolution of the Board or the constating documents of the Company.
(l) “Option” means an option to purchase Shares granted to an Optionee under this Plan.
(m) “Optionee” means a Director, Officer, Employee, Management Company Employee or Consultant granted an Option or a corporation, other than a Consultant Company, granted an Option where the corporation’s only shareholder is a Director, Officer or Employee.
(n) “Plan” means this stock option plan as amended, supplemented or restated.
(o) “Shares” means common shares of the Company.

3. GRANTING OF OPTIONS

3.1 Administration. This Plan shall be administered by the Board.

3.2 Grant by Resolution. The Board may determine by resolution those Employees, Management Company Employees, Consultants, Officers and Directors to whom Options should be granted and grant to them such Options as the Board determines to be appropriate.

3.3 Representations to Employees, Consultants, and Management Company Employees. Every instrument evidencing an Option granted to an Employee, Consultant or Management Company Employee shall contain a representation by the Company and the Optionee that the Optionee is a bona fide Employee, Consultant or Management Company Employee.

3.4 No Grants if Listed on NEX. The Board shall not grant any Options if the Shares are listed on the NEX Board of the TSX-V or the Company has been given notice that its listing will or might be transferred to NEX.

3.5 Terms of Option. The Board shall determine and specify in its resolution the number of Shares that should be placed under Option to each such Employee, Management Company Employee, Consultant, Officer or Director, the price per Share to be paid for such Shares upon the exercise of each such Option, and the period during which such Option may be exercised.

3.6 Written Agreement. Every Option shall be evidenced by a written agreement between the Company and the Optionee. If there is any inconsistency between the terms of the agreement and this Plan the terms of this Plan shall govern.

4. CONDITIONS GOVERNING THE GRANTING & EXERCISING OF OPTIONS

4.1 Agreements must specify Exercise Period and Price, Vesting and Number of Shares. In granting an Option, the Board must specify a particular time period or periods during which the Option may be exercised, the exercise price required to purchase the Shares subject to the Option and any vesting terms and conditions of the Option, including the number of Shares in respect of which the Option may be exercised during each such time period.

4.2 Minimum Exercise Price of Options. The exercise price of an Option shall not be less than the Market Price, less, if the Shares are listed on the TSX-V, the maximum discount permitted by the Exchange, at the time of granting the Option. If the Optionee is subject to the tax laws of the United States of America and owns (as determined in accordance with such laws) greater than 10% of the Shares at the time of granting of the Option the exercise price shall be at least 110% of the Market Price. If the Shares are listed on the TSX-V, no Options shall be granted which are exercisable at a price of less than $0.10 per Share.

4.3 Number of Shares subject to Option. The number of Shares reserved for issuance to an Optionee pursuant to an Option, together with all other stock options granted to the Optionee in the previous 12 months, shall not exceed, at the time of granting of the Option:

(a) 5% of the outstanding Shares, unless the Company has obtained disinterested shareholder approval or the Shares are listed on the TSX;
(b) 2% of the outstanding Shares, if the Optionee is a Consultant and the Shares are listed on the TSX-V; or
(c) 2% of the outstanding Shares (including all other Shares reserved for issuance to all Optionees providing investor relations services to the Company), if the Optionee is engaged in providing investor relations services to the Company and the Shares are listed on the TSX-V.

4.4 Vesting of Options. Subject to further vesting requirements required by the Board on granting of an Option, all Options shall vest and be exercisable on the following terms:

(a) If Optionee is Providing Investor Relations Services: If the Optionee is a Consultant providing investor relations services to the Company and the Shares are listed on the TSX-V, any Option granted to the Consultant must vest in stages over at least 12 months with no more than one quarter of the Option vesting in any three month period.
(b) If there is a Change of Control: If a Change of Control is agreed to by the Company or events which might lead to a Change of Control are commenced by third parties, all Options, subject to the Exchange’s approval (if required), shall vest immediately and be fully exercisable notwithstanding the terms thereof. For the purposes hereof “ Change of Control ” shall mean:
(i) any transaction or series of related transactions as a result of which any person, entity or group acquires ownership, after the date of an Option, of at least 20% of the Shares and they or their representatives become a majority of the Board or assume control or direction over the management or day-to-day operations of the Company; or
(ii) an amalgamation, merger, arrangement, business combination, consolidation or other reorganization of the Company with another entity or the sale or disposition of all or substantially all of the assets of the Company, as a result of either of which the Company ceases to exist, be publicly traded or the management of the Company or Board do not comprise a majority of the management or a majority of the board of directors, respectively, of the resulting entity,

and to permit Optionees to participate in any of the foregoing, the Board may make appropriate provision for the exercise of Options conditional upon the Shares so issued being taken-up and paid for pursuant to any of the foregoing.

Subject to the approval of the Exchange if the Optionee is a Consultant providing investor relations services for the Company, the Board may advance, at any time, the dates upon which any or all Options shall vest and become exercisable, regardless of the terms of vesting set out in this Plan or the agreement.

4.5 Exercise of Options if Specified Value Exceeds USD $100,000. If the Optionee is subject to the tax laws of the United States of America that part of any Option entitling the Optionee to purchase Shares having a value of USD $100,000 or less shall be treated as an ‘Incentive Stock Option’ under United States Internal Revenue Code (so that the Optionee may defer the payment of tax on such Shares until the year in which such Shares are disposed of by the Optionee). For the purposes hereof value is determined by multiplying the number of shares which are subject to the Option times the Market Price (at the time of granting of the Option). That part of any Option on Shares having a value in excess of USD $100,000 shall be treated as a nonqualifying stock option for the purposes of the Code and shall not entitle the Optionee to such tax deferral.

4.6 Expiry of Options. Each Option shall expire not later than 10 years from the day on which the Option is granted.

4.7 Expiry of Options during or immediately after Trading Blackout Periods. If an Option expires during, or within five trading days after, a Blackout Period then, notwithstanding Section 4.6 or the terms of the Option, the term of the Option shall be extended and the Option shall expire 10 trading days after the termination of the Blackout Period.

4.8 Death or Disability of Optionee. If an Optionee dies or suffers a Disability prior to the expiry of an Option, the Optionee’s legal representatives, before the earlier of the expiry date of the Option and the first anniversary of the Optionee’s death or Disability, may exercise that portion of an Option which has vested as at the date of death or Disability. For the purposes hereof “ Disability ” shall mean any inability of the Optionee arising due to medical reasons which the Board considers likely to permanently prevent or substantially impair Optionee being an Employee, Management Company Employee, Consultant, Officer or Director.

4.9 Cessation as an Optionee (With Cause). If an Optionee ceases to be a Director, Officer, Consultant, Employee or Management Company Employee by reason of termination or removal for cause any Option shall terminate immediately on such termination or removal and not be exercisable by the Optionee unless otherwise determined by the Board.

4.10 Cessation as an Optionee (Without Cause). If an Optionee ceases to be any of a Director, Officer, Consultant, Employee or Management Company Employee for any reason except as provided in sections 4.8 or 4.9, any Option shall be exercisable to the extent that it has vested and was exercisable as at the date of such cessation, unless further vesting is permitted by the Board, and must terminate on the earlier of the expiry date of the Option and:

(a) the 90[th] day after the Optionee ceased to be any of a Director, Officer, Consultant, Employee or Management Company Employee, or such later date as may be reasonably determined by the Board; or
(b) if the Optionee is subject to the tax laws of the United States of America, the earlier of the 90[th] day and the third month after the Optionee ceased to be an Employee or Officer.

4.11 No Assignment of Options. No Option or any right thereunder or in respect thereof shall be transferable or assignable otherwise than by will or pursuant to the laws of succession except that, if permitted by the rules and policies of the Exchange, an Optionee shall have the right to assign any Option (other than an ‘Incentive Stock Option’ under United States Internal Revenue Code) to a corporation wholly-owned by them.

4.12 Restriction on Resale of Shares Issued on Exercise of an Option. Unless an Option is exercisable for a price equal to or above the Market Price at the time the Option is granted or the Shares are listed on the TSX, all Shares issued upon the exercise of the Option shall be subject to a four month hold period from the time the Option was exercised and, in accordance with the TSX-V’s policies, the certificates representing such Shares shall be legended accordingly.

4.13 Notice of Exercise of an Option. Options shall be exercised only in accordance with the terms and conditions of the agreements under which they are respectively granted and shall be exercisable only by notice in writing to the Company.

4.14 Payment on Exercise of an Option. Options may be exercised in whole or in part at any time prior to their lapse or termination. Shares purchased by an Optionee on exercise of an Option shall be fully paid for in cash or by certified cheque, bank draft or money order at the time of their purchase.

4.15 Condition to Issuance of Shares. The Board may require, as a condition of the issuance of Shares or delivery of certificates representing such Shares upon the exercise of any Option and to ensure compliance with any applicable laws, regulations, rules, orders and requirements that the Optionee or the Optionee’s heirs, executors or other legal representatives, as applicable, make such covenants, agreements and representations as the Board deems necessary or desirable.

4.16 Withholding or Deductions of Taxes. The Company may deduct, withhold or require an Optionee, as a condition of exercise of an Option, to withhold, pay, remit or reimburse any taxes or similar charges, which are required to be paid, remitted or withheld in connection with the exercise of any Option.

4.17 Cashless Exercise of Options. If the Shares are listed on the TSX, an Optionee may elect by notice in writing to the Company to surrender to the Company all or part of an Option, to the extent that the Option has vested and remains unexercised, in consideration of an amount equal to the difference between the aggregate fair market value (based on the weighted average trading price of the Shares on the TSX during the 10 trading days preceding the date of surrender) of the Shares which could have otherwise been purchased upon the exercise of the Option and the aggregate exercise price which the Optionee would have paid upon such exercise. The Company, in its sole discretion, may:

(a) satisfy such amount due to the Optionee by payment in cash or issuance of Shares using such fair market value of the Shares as the issuance price; or

(b) refuse to accept such surrender, whereupon the Option shall remain in full force and effect.

5. RESERVATION OF SHARES FOR OPTIONS

5.1 Sufficient Authorized Shares to be Reserved. Whenever the constating documents of the Company limit the number of authorized Shares, a sufficient number of Shares shall be reserved by the Board to satisfy the exercise of Options. Shares that were the subject of Options that have lapsed or terminated shall thereupon no longer be in reserve and may once again be subject to an Option.

5.2 Maximum Number of Shares to be Reserved Under Plan. The maximum number of Shares which may be subject to issuance pursuant to Options and any stock options granted under any other previous or current stock option plan or security compensation arrangement shall be ______ Shares of the Company representing 20% of the issued and outstanding shares of the Company as of the date of implementation of this Plan. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

5.3 Maximum Number of Shares Reserved for Insiders. All Options, together with all of the Company’s other previously granted stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not result, at the time of granting, in:

(a) the number of Shares reserved for issuance pursuant to Options granted to Insiders exceeding 10% of the Shares outstanding;
(b) the issuance to Insiders, within a one year period, of Shares totalling in excess of 10% of the Shares outstanding; or
(c) the issuance to any one individual, within a one year period, of Shares totalling in excess of 5% of the Shares outstanding,

unless the disinterested shareholders have approved thereof.

6. CAPITAL REORGANIZATIONS

6.1 Share Consolidation or Subdivision. If the Shares are at any time subdivided or consolidated, the number of Shares reserved for Options shall be similarly increased or decreased and the price payable for any Shares that are then subject to issuance shall be decreased or increased proportionately, as the case may require, so that upon exercising each Option the same proportionate shareholdings at the same aggregate purchase price shall be acquired after such subdivision or consolidation as would have been acquired before.

6.2 Stock Dividend. If the Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number of Shares reserved for Options and the price payable for any Shares that are then subject to issuance may be adjusted by the Board to such extent as they deem proper in their absolute discretion.

6.3 No Fractional Shares. No adjustment made pursuant to this Part shall require the Company to issue a fraction of a Share and any fractions of a Share shall be rounded up or down to the nearest whole number, with one-half a Share being rounded up to one Share.

6.4 No Adjustment for Cash Dividends or Rights Offerings. No adjustment shall be made to any Option pursuant to this Part in respect of the payment of any cash dividend or the distribution to the shareholders of the Company of any rights to acquire Shares or other securities of the Company.

7. EXCHANGE’S RULES & POLICIES GOVERN & APPLICABLE LAW

7.1 Exchange’s Rules and Policies Apply. This Plan and the granting and exercise of any Options are also subject to such other terms and conditions as are set out in the rules and policies on stock options of the Exchange and any securities commission having authority and such rules and policies shall be deemed to be incorporated into and become a part of this Plan. If there is an inconsistency between the provisions of such rules and policies and of this Plan, the provisions of such rules and policies shall govern.

7.2 Compliance With Applicable Laws. Notwithstanding anything herein to the contrary, the Company shall not be obliged to cause any Shares to be issued or certificates evidencing Shares to be delivered pursuant to this Plan, where issuance and delivery is not, or would result in the Company not, being in compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities and the requirements of the Exchange. If any provision of this Plan, any Option or any agreement entered into pursuant to this Plan contravenes any applicable law, rule, regulation or order, or any policy, bylaw or regulation of the Exchange or any regulatory body having authority over the Company or this Plan, such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith, but the Company shall not be responsible to pay and shall not incur any penalty, liability or further obligation in connection therewith.

7.3 No Obligation to File Prospectus. The Company shall not be liable to compensate any Optionee and in no event shall it be obliged to take any action, including the filing of any prospectus, registration statement or similar document, in order to permit the issuance and delivery of any Shares upon the exercise of any Option in order to comply with any applicable laws, regulations, rules, orders or requirements of any securities regulatory authority.

7.4 Governing Law. This Plan shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

8. AMENDMENT OF PLAN & OPTIONS

8.1 Board May Amend Plan or Options. The Board may amend or terminate this Plan or any Options but no such amendment or termination, except with the written consent of the Optionees concerned or unless required to make this Plan or the Options comply with the rules and policies of the Exchange, shall affect the terms and conditions of Options which have not then been exercised or terminated.

8.2 Shareholder Approval. The approval of disinterested shareholders for an amendment to this Plan or any Option shall be required in respect of Options granted to Insiders involving:

(a) a reduction of the exercise price, including a reduction effected by cancelling an existing Option and granting a new Option exercisable at a lower price within the subsequent one year period, if the Shares are listed on the TSX-V, or three month period, if the Shares are listed on the TSX; or
(b) an extension of the exercise period, if the Shares are listed on the TSX, unless the extension arises from a Blackout Period.

Approval by all holders of Shares, whether the holders are disinterested shareholders or not, is required for:

(a) an increase in the number of Shares, or percentage of the outstanding Shares, reserved for issuance under this Plan; or
(b) a change from a fixed number to a fixed percentage of the outstanding Shares, or from a fixed percentage to a fixed number, in the number of Shares reserved for issuance under this Plan.

No approval by any holders of Shares is required for:

(a) an amendment to comply with applicable law or rules of the Exchange or of a ‘housekeeping’ nature required to correct typographical and similar errors;
(b) a change to the vesting provisions;
(c) a change to the termination provisions, other than an extension of an Option to a new expiry date that falls outside the maximum term currently permitted by this Plan when the Option was first granted; and
(d) a reduction of the exercise price of an Option, including a reduction effected by cancelling an existing Option and granting a new Option exercisable at a lower price, or an extension of the exercise period, if the Optionee is not an Insider.

8.3 Exchange Approval Required. Any amendment to this Plan or Options shall not become effective until such amendments have been accepted for filing by the Exchange.

9. PLAN DOES NOT AFFECT OTHER COMPENSATION PLANS

9.1 Other Plans Not Affected. This Plan shall not in any way affect the policies or decisions of the Board in relation to the remuneration of Directors, Officers, Consultants, Employees and Management Company Employee.

10. OPTIONEE’S RIGHTS AS A SHAREHOLDER

10.1 No Rights Until Option Exercised. An Optionee shall be entitled to the rights pertaining to share ownership, such as to dividends, only with respect to Shares that have been fully paid for and issued to the Optionee upon exercise of an Option.

11. EFFECTIVE DATE & EXPIRY OF PLAN

11.1 Effective Date. This Plan has been adopted by the Board subject to the approval of the Exchange and Shareholders and if so approved, subject to the discretion of the Board, the Plan shall become effective upon approval of the Shareholders. Thereafter this Plan shall be approved by the holders of the Shares annually, if the Shares are listed on the TSX-V, or triannually, if the Shares are listed on the TSX. If such annual approvals are not obtained, Options may no longer be granted. Options may be granted, but cannot be exercised, prior to the receipt of such approvals.

11.2 Termination. This Plan shall terminate upon a resolution to that effect being passed by the Board. Any Options shall continue to be exercisable according to their terms after the termination of this Plan.

12. PREVIOUS GRANTS

12.1 PRIOR PLANS. Any Options granted under previous Company option plans will be converted to Options under this Plan.

Schedule “B” InsuraGuest Technologies, Inc. Audit Committee Charter

1. Purpose of the Committee

1.1 The purpose of the Audit Committee is to assist the Board of Directors in its oversight of the integrity of the Company’s financial statements and other relevant public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors.

2. Members of the Audit Committee

2.1 At least one Member must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.
2.2 The Audit Committee shall consist of no less than three Directors.
2.3 At least two Members of the Audit Committee shall be “independent” as defined under NI 52-110, while the Company is in the developmental stage of its business.
3.

Relationship with External Auditors

3.1 The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.
3.2 The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.
3.3 The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.
3.4 The Audit Committee will have direct communications access at all times with the external auditors.

4. Non-Audit Services

4.1 The external auditors are prohibited from providing any non-audit services to the Company, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Company, the Audit Committee must consider that the benefits to the Company from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.
4.2 Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Company:
(i) acting as an agent of the Company for the sale of all or substantially all of the undertaking of the Company; and
(ii) performing any non-audit consulting work for any director or senior officer of the Company in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Company.

5. Appointment of Auditors

5.1 The external auditors will be appointed each year by the shareholders of the Company at the annual general meeting of the shareholders.
5.2 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6. Evaluation of Auditors

6.1 The Audit Committee will review the performance of the external auditors on at least an annual basis and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7. Remuneration of the Auditors

7.1 The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.
7.2 The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8. Termination of the Auditors

8.1 The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

9. Funding of Auditing and Consulting Services

9.1 Auditing expenses will be funded by the Company. The auditors must not perform any other consulting services for the Company, which could impair or interfere with their role as the independent auditors of the Company.

10. Role and Responsibilities of the Internal Auditor

10.1 At this time, due to the Company’s size and limited financial resources, the Chief Financial Officer of the Company shall be responsible for implementing internal controls and performing the role as the internal auditor to ensure that such controls are adequate.

11. Oversight of Internal Controls

11.1 The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

12. Continuous Disclosure Requirements

12.1 At this time, due to the Company’s size and limited financial resources, the Chief Financial Officer of the Company is responsible for ensuring that the Company’s continuous reporting requirements are met and in compliance with applicable regulatory requirements.

13. Other Auditing Matters

13.1 The Audit Committee may meet with the external auditors independently of the management of the Company at any time, acting reasonably.

13.2 The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Company.

14. Annual Review

14.1 The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter.

15. Independent Advisers

15.1 The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.

AI assistant

InsuraGuest Technologies Inc. — AGM Information 2021

46918_rns_2021-04-30_186633dc-71b4-4649-bc7f-da4602a94012.pdf

INSURAGUEST TECHNOLOGIES, INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

AND

INFORMATION CIRCULAR

INSURAGUEST TECHNOLGIES, INC.

NOTICE OF ANNUAL GENERAL MEETING

By Order of the Board of INSURAGUEST TECHNOLOGIES, INC.

INSURAGUEST TECHNOLOGIES, INC.

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

THIS MANAGEMENT INFORMATION CIRCULAR (“CIRCULAR”) CONTAINS INFORMATION AS AT APRIL 28, 2021.

Date and Currency

MANAGEMENT SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXY

Appointment of Proxy

Revocation of Proxies

VOTING OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

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

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

ELECTION OF DIRECTORS

Management recommends the approval of each of the nominees listed above for election as directors of the Company until the next annual general meeting.

Cease Trade Orders

Yaterra Ventures Inc.

Bankruptcies

Penalties or Sanctions

Personal Bankruptcies

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Significant Elements

Management Fees

Option-Based Awards

Summary Compensation Table

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

Director Compensation Table

Incentive Plan Awards For Directors

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

APPOINTMENT OF AUDITOR

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of the Stock Option Plan

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board Committees

Assessments

ADDITIONAL INFORMATION

OTHER MATTERS

APPROVAL OF THE BOARD OF DIRECTORS

ON BEHALF OF THE BOARD INSURAGUEST TECHNOLOGIES, INC.

Logan B. Anderson Chief Financial Officer and Director

SCHEDULE “A”

INSURAGUEST TECHNOLOGIES INC.

STOCK OPTION PLAN

1. PURPOSE OF PLAN

2. DEFINITIONS

3. GRANTING OF OPTIONS

4. CONDITIONS GOVERNING THE GRANTING & EXERCISING OF OPTIONS

5. RESERVATION OF SHARES FOR OPTIONS

6. CAPITAL REORGANIZATIONS

7. EXCHANGE’S RULES & POLICIES GOVERN & APPLICABLE LAW

InsuraGuest Technologies Inc. AGM Information 2021