Ionik Corporation - Proxy Solicitation & Information Statement 2020

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NOTICE OF ANNUAL AND SPECIAL MEETING to be held on October 20, 2020

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MANAGEMENT INFORMATION CIRCULAR

Dated: September 16, 2020

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POPREACH CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 20, 2020

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the shareholders of PopReach Corporation (the “ Company ”) will be held at the offices of PopReach Corporation, 1 University Avenue, 3[rd] Floor, Toronto, ON M5J 2P1 on Tuesday, October 20, 2020 at 11:00 a.m. (Toronto time), for the following purposes, as more particularly described in the accompanying management information circular (the “ Circular ”):

to receive and consider the financial statements for the fiscal year ended December 31, 2019 and the auditor’s report thereon;
to elect the directors of the Company for the ensuing year;
to appoint an auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
to consider and, if deemed advisable, to pass a resolution, the full text of which is set forth in the Circular, to amend and restate the Company’s existing stock option plan to provide for option grants to be priced based on the higher of (i) the 5-day volume weighted average price and (ii) the Discounted Market Price (as defined in the TSXV policies); and
to transact such further and other business as may properly be brought before the Meeting or any adjournment thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the Circular. The Circular is deemed to form part of this notice of meeting. Please read the Circular carefully before you vote on the matters being transacted at the Meeting.

Holders of common shares registered on the books of the Company at the close of business on September 15, 2020 are entitled to notice of and to vote at the Meeting.

A registered shareholder may attend the Meeting himself, herself or itself, or may be represented by proxy. Registered shareholders who are unable to attend the Meeting or any adjournment thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of the novel coronavirus COVID-19, and to mitigate risks to the health and safety of the Company’s communities, shareholders, employees and other stakeholders, shareholders are strongly encouraged to vote by proxy and to avoid attending the Meeting in person. To access the Meeting by teleconference, dial toll-free: 1-877-211-3621, participant code: 5010170615. To be effective, the enclosed proxy must be mailed or faxed so as to reach or be deposited with the Company’s transfer agent, TSX Trust Company at 301-100 Adelaide Street West, Toronto, ON M5H 4H1 not later than 11:00 a.m. (Toronto time) on October 16, 2020 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the chair of the Meeting (the “ Chair ”) in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the Chair at his or her discretion, without notice. The Circular explains how to complete the form of proxy and how the voting process works.

Non-registered beneficial shareholders, whose shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an “ Intermediary ”), should carefully follow the voting instructions provided by their Intermediary.

DATED this 16[th] day of September, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Chris Schnarr ” Chris Schnarr Chairman

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ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 20, 2020

MANAGEMENT INFORMATION CIRCULAR

This management information circular (“ Circular ”) is furnished in connection with the solicitation of proxies by management of PopReach Corporation (the “ Company ”) for use at the annual and special meeting of the shareholders of the Company (the “ Meeting ”) to be held at the offices of PopReach Corporation, 1 University Avenue, 3[rd] Floor, Toronto, ON M5J 2P1 on Tuesday, October 20, 2020 at 11:00 a.m. (Toronto time) or any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying notice of annual and special meeting of shareholders (the “ Notice of Meeting ”). Unless otherwise stated, all information in this Circular is current as of September 16, 2020 and all references to dollars, “$” or “C$” are to Canadian dollars.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies is being made by or on behalf of management of the Company. It is expected that the solicitation of proxies will be made primarily by mail, but may be supplemented by telephone or other form of correspondence. The cost of solicitation of proxies will be borne by the Company. The Company will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ National Instrument 54-101 ”). This cost is expected to be nominal.

No person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof.

Non-Registered Shareholders

Only registered shareholders of the Company, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. However, in many cases, common shares of the Company (“ Common Shares ”) beneficially owned by a person (a “ Non-Registered Shareholder ”) are registered either:

(a) in the name of a broker, securities dealer, bank, trust company or similar entity (an “ Intermediary ”) with whom the Non-Registered Shareholder deals in respect of the Common Shares; or
(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and the Depository Trust Company, in the United States) of which the Intermediary is a participant.

The meeting materials are being sent to both registered and non-registered owners of Common Shares. The Company is sending this Circular and the form of proxy (the “ Meeting Materials ”) directly to non-objecting beneficial owners under National Instrument 54-101.

In accordance with the requirements of National Instrument 54-101, the Company is sending the Meeting Materials to the Intermediaries and clearing agencies for onward distribution to objecting beneficial owners. Intermediaries are required to forward the Meeting Materials to objecting beneficial owners unless the objecting beneficial owners have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to objecting beneficial owners. The Company intends to pay for Intermediaries to forward the Meeting Materials to objecting beneficial owners under National Instrument 54-101. Generally, objecting beneficial owners who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the objecting beneficial owners and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow; or
(b) be given a form of proxy which has already been signed by the Intermediary, which is restricted as to the number of Common Shares beneficially owned by the objecting beneficial owners but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the objecting beneficial owners when submitting the proxy.

The purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote in person (or have another person attend and vote on behalf of the NonRegistered Shareholder), the Non-Registered Shareholder should insert the Non-Registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered .

The Company is not relying on the “notice-and-access” provisions set out in National Instrument 54-101 to distribute copies of the proxy-related materials in connection with the Meeting.

All references to shareholders in this Circular and the accompanying proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

Appointment and Revocation of Proxies – Registered Shareholders

To limit attendance at the Meeting, the Company encourages shareholders to vote by proxy. A form of proxy for use at the Meeting or any adjournment thereof was mailed to shareholders as part of the Meeting Materials.

The persons named in the form of proxy accompanying this Circular are directors and/or officers of the Company. A shareholder of the Company has the right to appoint a person or company (who need not be a shareholder), other than the persons whose names appear in such form of proxy, to attend and act for and on behalf of such shareholder at the Meeting and at any adjournment thereof. Such right may be exercised by either inserting the name of the person or company to be appointed in the blank space provided in the form of proxy, or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to TSX Trust Company in time for use at the Meeting in the manner specified in the Notice of Meeting.

A registered shareholder of the Company who has given a proxy may revoke the proxy at any time prior to use by depositing an instrument in writing, including another completed form of proxy, executed by such registered shareholder or by his or her attorney authorized in writing or by electronic signature or, if the registered shareholder is a corporation, by an officer or attorney thereof properly authorized, with TSX Trust Company at 301-100 Adelaide

Street West, Toronto, ON M5H 4H1 not later than 11:00 a.m. (Toronto time) on October 16, 2020 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the time set for the Meeting or any adjournment thereof). Late proxies may be accepted or rejected by the chair of the Meeting (the “ Chair ”) in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the Chair at his or her discretion, without notice.

Only registered shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change the vote and if necessary revoke their proxy.

Exercise of Discretion by Proxies

Common Shares represented by an appropriate form of proxy will be voted or withheld from voting on any ballot that may be conducted at the Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder thereon. In the absence of instructions, such Common Shares will be voted for each of the matters referred to in the Notice of Meeting as specified thereon.

The enclosed form of proxy, when properly completed and signed, confers discretionary authority upon the persons named therein to vote on any amendments to or variations of the matters identified in the Notice of Meeting and on other matters, if any, which may properly be brought before the Meeting or any adjournment thereof. At the date hereof, management of the Company knows of no such amendments or variations or other matters to be brought before the Meeting. However, if any other matters which are not now known to management of the Company should properly be brought before the Meeting, or any adjournment thereof, the Common Shares represented by such proxy will be voted on such matters in accordance with the judgment of the person named as proxy therein.

Signing of Proxy

The form of proxy must be signed by the shareholder of the Company or the duly appointed attorney of the shareholder of the Company authorized in writing or, if the shareholder of the Company is a corporation, by a duly authorized officer of such corporation. A form of proxy signed by the person acting as attorney of the shareholder of the Company or in some other representative capacity, including an officer of a corporation which is a shareholder of the Company, should indicate the capacity in which such person is signing and should be accompanied by the appropriate instrument evidencing the qualification and authority to act of such person, unless such instrument has previously been filed with the Company. A shareholder of the Company or his or her attorney may sign the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such shareholder or by or on behalf of his or her attorney, as the case may be.

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

Except for any interest arising from the ownership of shares of the Company where the shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of shares in the capital of the Company, or as otherwise disclosed herein, no (i) director or executive officer of the Company at any time since the beginning of the Company’s last financial year, (ii) proposed nominee for election as a director of the Company, or (iii) any associate of a person in (i) or (ii) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in the matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors, the matters set out under the heading “Particulars of Matters to be Acted Upon”.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at the time of close of business on September 15, 2020 (the “ Record Date ”), there were 52,233,968 fully paid and non-assessable Common Shares of the Company outstanding. Each Common Share carries the right to one vote per Common Share. Each holder of outstanding Common Shares of record at the time of close of business on the Record Date will be given notice of the Meeting and is entitled to vote at the Meeting the number of Common Shares of record held by him, her or it on the Record Date.

To the knowledge of the directors and senior officers of the Company, only the following persons beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company which have the right to vote in all circumstances.

Name	Number of Common Shares	Percentage of Common Shares Owned
AD2101 Inc.	9,736,791	18.6%
Push Capital Limited	7,179,379	13.7%

Notes:

(1) AD2101 Inc. is controlled by Christopher Locke.

(2) Push Capital Limited is owned equally by Christopher Locke, Jon Walsh, Trevor Fencott and Michael Haines.

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

The articles of the Company, as amended, provide that the board of directors (the “ Board ”) shall consist of a minimum of one (1) and a maximum of ten (10) directors. Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of the current nominees whose names are set forth below.

Management does not contemplate that any of the current nominees will not be able to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed proxy instrument reserve the right to vote for another nominee at their discretion. The terms of office of the Company’s current directors will expire as of the date of the Meeting. Each director elected at the Meeting will hold office until the next annual meeting of shareholders of the Company, or until their successors are elected or appointed in accordance with the provisions of the Business Corporations Act (Ontario).

The following table and the notes thereto state the names of all of the persons proposed to be nominated for election as directors, all other positions and offices with the Company now held by them, their principal occupations or employment for the past five years, their periods of service as directors of the Company and the number of Common Shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by each of them as of the date hereof.


Trevor Fencott(1),(2) Ontario, Canada Age: 50 Position with the Company: Director Director Since: 2020 Common Shares Held: 3,956,282(3) Common Shares Held by Associate: 7,179,379(4)	Principal Occupation:	Chief Executive Officer of Fire and Flower Inc.
	Biographical Information:	Mr. Fencott is an experienced c-suite executive and entrepreneur with more than 20 years of experience in building, scaling and successfully monetizing companies. He is the co-founder, CEO and a director of Fire & Flower Holding Corp. (TSX: FAF) a leading, technology-driven, retailer of regulated cannabis in Canada. Prior to Fire & Flower, Mr. Fencott was co-founder, CLO and a director of Mettrum Health Corp., growing the business to Canada’s second largest licensed cannabis producer before its successful sale to Canopy Growth for $430 million in 2017. Prior to the regulated cannabis industry, Mr. Fencott was co-founder, director and a c- suite executive of a number of successful software companies. He also serves on the board for the Canadian Chamber of Commerce. Mr. Fencott holds a B.A. (Hons) from the Queen’s University at Kingston and a L.L.B. from the University of Western Ontario.

Christopher Locke Ontario, Canada Age: 43 Position with the Company: Director, President, Chief Operating Officer and Corporate Secretary Director Since: 2020 Common Shares Held: 9,736,791(5) Common Shares Held by Associate: 7,179,379(4)	Principal Occupation:	President, Chief Operating Officer and Corporate Secretary of the Company
	Biographical Information:	Mr. Locke has led the development, publishing and commercialization of over 50 games, on platforms including consoles, PC, feature phones, smartphones and tablet devices. Through his 20 years in the industry, he built and directed the teams responsible for industry defining free-to-play mobile games that have generated hundreds of millions of dollars in revenue, including Smurfs' Village and Kim Kardashian: Hollywood. Mr. Locke was the Founder and Chief Executive Officer of Blammo Games, acquired by Glu Mobile (NASDAQ: GLUU), where he later served as Senior Vice President.

Ron Patterson(1),(2) Ontario, Canada Age: 52 Position with the Company: Director Director Since: 2020 Common Shares Held: 62,399	Principal Occupation:	Co-founder of Accur8 Software LLP
	Biographical Information:	Mr. Patterson is an entrepreneur with over 30 years of extensive business, financial and technology experience. In 2014, he co-founded Accur8 Software, a company based in Brattleboro, Vermont, that provides data import and integration tools and services to companies across the United States. In 2004, he co-founded MMV Financial, a Toronto based specialty finance company that provided debt financing to over 200 emerging technology companies across North America and was backed by leading institutions including Wells Fargo, HSBC, CCP Equity Partners, and CDPQ. Mr. Patterson has served as a board member of both private and public growth stage technology companies. Mr. Patterson holds a B.B.A. from Wilfrid Laurier University.


Chris Schnarr, ICD.D(2) Ontario, Canada Age: 54 Position with the Company: Chairman Director Since: 2018 Common Shares Held: 1,387,650	Principal Occupation:	Managing Director, Lorian Group Inc. (Mar. 2020 to present); Senior Vice President, Spectrum Therapeutics, Canopy Growth Corporation (Nov. 2018-Mar 2020); Managing Director, Lorian Group Inc. (Jan. 2016 to Nov. 2018); President of Delivra Corp. (Sept. 2015 to Dec. 2016); Chief Financial Officer of Delivra Corp. (May 2014 to Dec. 2016)
	Biographical Information:	Mr. Schnarr is an entrepreneur with over 30 years of experience across a range of industries including founding, managing, and advising growth companies with respect to strategy, corporate finance, sales and marketing, operations, corporate development, M&A, and governance, both in the private and public realm. Mr. Schnarr’s board member experience spans 7 public and 3 private companies, including TSXV, TSX, and NYSE listed companies. Mr. Schnarr has extensive board committee experience, including audit (Chair) and governance and compensation (Chair). He is currently a director of Vitalhub Corp. (TSXV: VHI). His industry experience includes healthcare, software, technology, communications, agriculture & food, NHP/OTC/CPG, and pharma/biotech. Mr. Schnarr holds a B.B.A. from Wilfrid Laurier University, and an M.B.A. from the University of British Columbia. He is a graduate of the Director’s Education Program at Rotman School of Business and holds the ICD.D designation.

Ray Sharma(1) Ontario, Canada Age: 46 Position with the Company: Director Director Since: 2018(6) Common Shares Held: 426,692(7)	Principal Occupation:	Founder and CEO of Extreme Venture Partners
	Biographical Information:	Mr. Sharma founded Extreme Venture Partners (“EVP”) in 2009 and is presently CEO and leader of the Extreme ecosystem of innovation. EVP is an early-stage technology venture capital firm focused on pre-seed and seed startups in the Toronto-Waterloo corridor. EVP has funded or founded over 100 startups across three funds, which have included exits to Apple, Google, McKesson, Salesforce, Electronic Arts and others. Mr. Sharma also founded national hackathon competitions: Great Canadian Appathon, Canadian Open Data Experience (CODE), and Hackergal – a national not for profit coding initiative to restore gender balance to the industry. Prior to his work at EVP, Mr. Sharma worked on Wall Street and Bay Street in investment banking research. Mr. Sharma holds an H.B.A. from the Ivey Business School at the University of Western Ontario.


Jon Walsh Ontario, Canada Age: 48 Position with the Company: Director and Chief Executive Officer Director Since: 2020 Common Shares Held: 4,139,200(8) Common Shares Held by Associate: 7,179,379(4)	Principal Occupation:	Chief Executive Officer of the Company
	Biographical Information:	Mr. Walsh is a veteran of game publishing, delivering more than 30 games across console, PC and mobile platforms that have collectively generated more than 50 million downloads. He was the Founder and CEO of Fuse Powered, a mobile ad mediation and analytics platform used by hundreds of successful apps, and later acquired by Upsight, where he served as President. Prior to Fuse, Mr. Walsh founded Groove Games, a retail game publisher that produced over a dozen PC and console games that sold millions of units and generated tens of millions of dollars in revenue. He holds an H.B.A and M.B.A from the Richard Ivey School of Business at the University of Western Ontario.

Notes:

(1) Member of the Governance & Compensation Committee.
(2) Member of the Audit Committee.
(3) Mr. Fencott controls 3,831,282 Common Shares through Millstone Investment Limited Partnership and 125,000 Common Shares through Millstone Ventures Inc.
(4) 7,179,379 Common Shares are held by Push Capital Limited, of which Mr. Fencott, Mr. Locke and Mr. Walsh are each a 25% owner.
(5) Mr. Locke controls 9,736,791 Common Shares through AD2101 Inc.
(6) Mr. Sharma was a director of the Company upon its initial public offering as a Capital Pool Company pursuant to the policies of the TSX Venture Exchange (the “ Exchange ”). In connection with the Company’s Qualifying Transaction (as defined in the Exchange policies) on June 30, 2020, other than Mr. Schnarr, all of the directors and officers of the Company resigned, as is customary. Subsequently, on July 23, 2020, the Board re-appointed Mr. Sharma as a director of the Company.
(7) Mr. Sharma controls 426,692 Common Shares through eSpectrum Solutions Inc.
(8) Mr. Walsh personally owns 62,500 Common Shares. He controls an additional 4,076,700 Common Shares through Walsh Enterprises Inc.

Other than as set out below, to the knowledge of the Company, no proposed director of the Company is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was the subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer;
(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 the person was acting in the capacity as director, chief executive officer or chief financial officer;
(c) 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; or
(d) has, within the 10 years before the date of this 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.

Mr. Schnarr was a director and officer of BioExx Specialty Proteins Ltd. and its subsidiaries (“ Bioexx ”), which was a reporting issuer listed on the Toronto Stock Exchange (the “ TSX ”). Mr. Schnarr resigned from his positions as a director and officer of Bioexx on August 28, 2013. On October 1, 2013, Bioexx commenced proceedings under the Companies’ Creditors Arrangement Act (the “ CCAA ”) and obtained an order from the Ontario Superior Court of

Justice (Commercial Division) granting CCAA protection for a period of one month, which was subsequently extended until completion of a Plan of Arrangement on January 15, 2014 and then discharged on April 23, 2014. On October 1, 2013, trading of Bioexx’s shares on the TSX was halted. On November 6, 2013, Bioexx’s shares were delisted from the TSX.

Appointment and Remuneration of Auditors

Management of the Company is proposing to appoint MNP LLP as auditors of the Company until the next annual general meeting of shareholders at a remuneration to be fixed by the Board. MNP LLP was first appointed as the auditor of the Company on June 30, 2020.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the appointment of MNP LLP as the auditors of the Company until the next annual general meeting of shareholders and authorizing the Board to fix their remuneration.

Approval of Amendment to Stock Option Plan

On February 12, 2020, the Company’s shareholders approved the Company’s stock option plan (the “ Existing Option Plan ”). The Existing Option Plan provides flexibility to the Company to grant equity-based incentive awards in the form of options to attract, retain and motivate qualified directors, officers, employees and consultants of the Company. A summary of the Existing Option Plan, which is qualified in its entirety by reference to the full text of the Existing Option Plan, which is available in the Management Information Circular of the Company dated January 21, 2020 on SEDAR at www.sedar.com, can be found below under “— Key Terms of the Existing Option Plan”.

The Company proposes to amend and restate the Existing Option Plan to provide for option grants to be priced based on the higher of (i) the 5-day volume weighted average price and (ii) the Discounted Market Price (as defined in the Exchange policies) (the “ New Option Plan ”). A copy of the New Option Plan is attached hereto as Exhibit A.

Accordingly, at the Meeting the shareholders will be asked to vote on, and the Board believing it to be in the best interests of the Company, recommend that the shareholders approve the following resolution, with or without variation:

“ BE IT RESOLVED THAT :

The proposed amended and restated stock option plan of the Company (the “ New Option Plan ”) in the form attached as Exhibit A to the management information circular dated September 16, 2020, to be effective as of the date hereof, is hereby authorized and approved.
Any one director or officer of the Company is hereby authorized, for and on behalf of the Company, to finalize, execute and deliver all such documents and to take or do all such other acts or things as such director or officer may consider necessary or desirable to give effect to the foregoing resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

The affirmative vote of a majority of the votes cast in respect thereof is required in order to pass such resolution.

The New Option Plan is subject to the approval of the Exchange. Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote FOR the foregoing resolution approving the New Option Plan.

Other Business

The Company knows of no matter to come before the annual meeting of shareholders other than the matters referred to in the Notice of Meeting.

EXECUTIVE COMPENSATION

Definitions

In this Circular:

“ Named Executive Officer ” or “ NEO ” means each of the following individuals:

(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
(c) in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V Statement of Executive Compensation – Venture Issuers, for that financial year; and
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth direct and indirect compensation (excluding compensation securities) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each NEO and each director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and services to be provided, directly or indirectly, to the Company, for each of the two most recently completed financial years. All amounts expressed in this table and notes below are presented in Canadian Dollars, denominated by “$”, the functional currency of the Company.

Table of compensation excluding compensation securities

Name and Position(1) Chris Schnarr Chairman, Director, Former Chief Executive Officer, Former Chief Financial Officer Joshua Arbuckle Former Director, Former Secretary Glen Schnarr Former Director Ray Sharma Director	Year 2019 2018 2019 2018 2019 2018 2019 2018	Salary, consulting fee, retainer or commission ($) Nil Nil Nil Nil Nil Nil Nil Nil	Bonus ($) Nil Nil Nil Nil Nil Nil Nil Nil	Committee or meeting fees ($) Nil Nil Nil Nil Nil Nil Nil Nil	Value of perquisites ($) Nil Nil Nil Nil Nil Nil Nil Nil	Value of all other compen- sation ($) Nil Nil Nil Nil Nil Nil Nil Nil	Total compen- sation ($)
							Nil Nil Nil Nil Nil Nil Nil Nil

Notes:

(1) The table details directors and NEOs for the financial year ended December 31, 2019. As a result of the Company’s Qualifying Transaction, Mr. Glen Schnarr, Mr. Arbuckle and Mr. Sharma resigned from their positions with the Company effective June 30, 2020. Mr. Sharma was re-appointed as a director on July 23, 2020.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

Compensation Securities

Name andposition(1) Chris Schnarr Chairman, Director, Former Chief Executive Officer, Former Chief Financial Officer Joshua Arbuckle Former Director, Former Secretary Glen Schnarr Former Director Ray Sharma Director	Type of compen- sation security Stock Options Stock Options Stock Options Stock Options	Number of compensation securities, number of underlying securities, and percentage of class(2) 660,000 options, 660,000 underlying securities, 2.2% of class 660,000 options, 660,000 underlying securities, 2.2% of class 660,000 options, 660,000 underlying securities, 2.2% of class 1,020,000 options, 1,020,00 underlying securities, 3.4% of class	Date of issue or grant Oct 11, 2019 Oct 11, 2019 Oct 11, 2019 Oct 11, 2019	Issue, conversion or exercise price ($) 0.10(4) 0.10(4) 0.10(4) 0.10(4)	Closing price of security or underlying security on date of grant ($) 0.105 0.105 0.105 0.105	Closing price of security or underlying security at year end ($)(3) $0.09 $0.09 $0.09 $0.09	Expiry date
							N/A N/A N/A N/A

Notes:

(2) All options are fully vested.

(3) On November 12, 2019, upon announcing its qualifying transaction, the trading of the Common Shares were halted pursuant to the policies of the Exchange.

(4) On June 30, 2020, in connection with the Company’s qualifying transaction, the Company consolidated its Common Shares on the basis of one post-consolidation Common Share for every eight pre-consolidation Common Shares. As a result of the consolidation, the exercise price of the options is currently $0.80.

Exercise of Compensation Securities by Directors and NEOs

No compensation securities were exercised by directors or NEOs during the most recently completed financial year.

For further details on the stock option plan of the Company, please refer to “— Key Terms of the Existing Option Plan” below.

Employment, Consulting and Management Agreements

During the most recently completed financial year, the Company was not a party to any agreement or arrangement under which compensation was provided or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or NEO, or performed by any other party but are services typically provided by a director or a NEO.

EQUITY COMPENSATION PLAN INFORMATION

As at the end of the most recently completed financial year, the following compensation plans of the Company were in place under which equity securities of the Company were authorized for issuance.

Plan Category Equity compensation plans approved by securityholders Equity compensation plans not approved by securityholders Total	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) 3,000,000 - 3,000,000	Weighted-average exercise price of outstanding options, warrants and rights (b) $0.10 - $0.10	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
			(c) 0 - 0

Key Terms of the Existing Option Plan

The following is a summary of the key terms of the Existing Option Plan:

(a) The aggregate number of Common Shares reserved for issuance, at any time, under the Existing Option Plan shall not exceed 10,396,787 Common Shares, being 20% of the total issued and outstanding Common Shares as at the date of the adoption of the Existing Option Plan.
(b) The exercise price of an option shall be determined by the Board but, in any event, shall not be less than the Market Price (as defined in the Exchange Policy 1.1).
(c) Unless otherwise expired pursuant to the terms of the Existing Option Plan, all options granted shall expire at the close of business ten (10) years from the date of grant or such earlier date as the Board shall decide when the option is granted.

(d) Options to acquire more than 2% of the issued and outstanding Common Shares may not be granted to any one Consultant (as defined in the Exchange Policy 4.4) in any 12 month period.
(e) Options to acquire more than an aggregate of 2% of the issued and outstanding Common Shares may not be granted to persons employed to provide Investor Relations Activities (as defined in the Exchange Policy 1.1) in any 12 month period.
(f) Unless the Company has obtained disinterested shareholder approval, options to acquire more than 5% of the issued and outstanding Common Shares may not be granted to any one individual in any 12 month period.
(g) Unless the Company has obtained disinterested shareholder approval, options to acquire more than 10% of the issued and outstanding Common Shares may not be granted to Insiders (as defined in the Existing Option Plan) in any 12 month period.
(h) Unless the Company has obtained disinterested shareholder approval, the Company shall not decrease the exercise price of options previously granted to Insiders.
(i) Options issued to persons (other than persons employed to perform Investor Relations Activities) shall vest as determined by the Board when the options are granted.
(j) Options issued to persons employed to perform Investor Relations Activities shall vest in stages over a minimum of 12 months with no more than one-quarter (¼) of the options vesting in any three month period.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or executive officers of the Company has been indebted to the Company or any of its subsidiaries during the financial year ended December 31, 2019 or the current financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out herein, no informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director has 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 or any of its subsidiaries.

CORPORATE GOVERNANCE

National Policy 58-201 – Corporate Governance Guidelines (the “ Guidelines ”) and National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) require that each reporting issuer annually disclose its corporate governance system with reference to the Guidelines or NI 58-101. The Company has reviewed its own corporate governance practices in light of these Guidelines. Generally, the Company’s practices comply with the Guidelines, however, the Board considers that some of the Guidelines are not suitable for the Company at its current stage of development. The Board is committed to sound corporate governance practices in the interest of its shareholders and to effective and efficient decision making. The Company will continue to review and implement corporate governance guidelines as the business of the Company progresses.

The following is a summary of the Company’s approach to corporate governance with reference to NI 58-101 and the Guidelines.

Independence of Members of Board

The Guidelines recommend that a majority of directors of a listed corporation be “independent” as defined by National Instrument 52-110 (“ NI 52-110 ”). The majority of the directors of the current and proposed Board are independent,

being Chris Schnarr, Trevor Fencott, Ron Patterson and Ray Sharma. Christopher Locke is not independent on the basis that he is the President, Chief Operating Officer and Corporate Secretary of the Company. Jon Walsh is not independent on the basis that he is the Chief Executive Officer of the Company.

Management Supervision by Board

The size of the Company is such that all the Company’s operations are conducted by a small management team which is also represented on the Board. Any director may submit items for inclusion in the agenda of matters to be discussed at meetings of the Board. The Board considers that management is effectively supervised by the independent directors on an informal basis as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. The independent directors are able to meet at any time without any members of management including the non-independent directors being present. Further supervision is performed through the Company’s audit committee (the “ Audit Committee ”) and governance & compensation committee (the “ G&C Committee ”) which are composed of solely independent directors. Moreover, the independent directors exercise their responsibilities for independent oversight of management through their majority control of the Board.

Directorships

Certain of the directors are presently directors of one or more other reporting issuers as follows:

Name of Director	Name of Other Reporting Issuer(s)
Chris Schnarr	VitalHub Corp.
Trevor Fencott	Fire & Flower Holding Corp.

Orientation and Continuing Education

At present, the Board does not provide an official orientation or training program to its new directors. Members of the Board have had solid experience in the industry as well as experience in acting as a director of public or private companies, or both. New Board members are provided with information respecting the functioning of the Board, committees and copies of the Company’s corporate governance policies, access to all of the publicly filed documents of the Company and complete access to management and the Company’s professional advisors.

Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments and changes in legislation with the Company’s assistance, to attend industry seminars and to visit the Company’s operations. The Company’s legal counsel are also made available to the directors to assist them in better understanding what their legal responsibilities are.

Ethical Business Conduct

The Company has adopted a Code of Business Conduct and Ethics for directors, managers, officers and employees. The Company requires the highest standards of professional and ethical conduct from its directors, managers, officers and employees and believes that its reputation for honesty and integrity among its stakeholders is key to the success of its business. In that regard, to create a culture of honesty, integrity and accountability, informal discussion is had amongst the Board, management and employees respecting such matters as, the retention of confidential information, insider trading rules, the obligation to declare conflicts of interests, the exercise of fair dealings with suppliers and other third parties and the necessity to comply with applicable laws, regulations and rules. The management of the Company is responsible for ensuring that the provisions of the Code of Business Conduct and Ethics are complied with.

The Code of Business Conduct and Ethics can be viewed on the Company’s website at www.popreach.com/governance.

Nomination of Directors

The Board has responsibility for identifying and assessing potential Board candidates. Recruitment of new directors has generally resulted from recommendations made by directors, management and shareholders. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

Compensation of Directors and NEOs

The directors decide as a Board the compensation for the Company’s directors and NEOs on an annual basis. Compensation payable is determined by considering compensation paid for directors and NEOs of companies of similar size and stage of development and determining an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and NEOs while taking into account the financial and other resources of the Company. In setting the compensation, the performance of each NEO is reviewed in light of the Company’s objectives and other factors that may have impacted the success of the Company.

An interested Board member is required to abstain from voting on matters concerning his or her own compensation. Additionally, the directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors.

Board Committees

Audit Committee

The Audit Committee was formed on July 23, 2020 and is comprised of three members including Chris Schnarr (Chair), Trevor Fencott and Ron Patterson, all of whom were independent directors and financially literate.

The purpose of the Audit Committee is to oversee the Company’s financial controls and reporting and monitoring whether the Company complies with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management. The Charter of the Audit Committee provides that its members shall meet at least four times annually within 45 days following the end of the Company’s first three financial quarters and within 90 days following the end of the Company’s fiscal year.

The responsibilities and duties of the Audit Committee are set out in the Charter of the Audit Committee, which can be viewed on the Company’s website at www.popreach.com/governance.

Governance & Compensation Committee

The G&C Committee was formed on July 23, 2020 and is comprised of three members including Trevor Fencott (Chair), Ron Patterson and Ray Sharma, all of whom were independent directors.

The G&C Committee is charged with reviewing, overseeing and evaluating the compensation, governance and nominating policies of the Company. The responsibilities and duties of the G&C Committee are set out in the Charter of the Governance & Compensation Committee, which can be viewed on the Company’s website at www.popreach.com/governance.

Assessments

The Board as a whole helps to assess the performance of the Board, its committees, and its individual directors. Due to the Company’s stage of development and the limited number of individuals on the Board, the Board has not implemented a formal process for assessing effectiveness at this time. The Board plans to continue evaluations on an

ad hoc basis, including monitoring the adequacy of information given to directors, communication 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 and on the Company’s website at www.popreach.com. Shareholders may contact the Company to request copies of the Company’s financial statements and Management Discussion and Analysis for the financial year ending December 31, 2019, and any documents incorporated by reference herein without charge by emailing [email protected]. Financial information regarding the Company is provided in the Company’s comparative financial statements and the related Management’s Discussion and Analysis for its most recently completed financial year.

APPROVAL OF DIRECTORS

The contents and the sending of this Circular have been approved by the Board.

DATED at Toronto, Ontario as at the 16[th] day of September, 2020.

By Order of the Board of Directors

(signed) “ Chris Schnarr ” Chris Schnarr Chairman

EXHIBIT A

AMENDED AND RESTATED STOCK OPTION PLAN

POPREACH CORPORATION

ARTICLE 1 INTRODUCTION

1.1 Purpose

The purpose of the Plan is to secure for the Corporation and its shareholders the benefits of incentive inherent in share ownership by the directors, officers, key employees and, subject to the terms and conditions herein, consultants of the Corporation and its Affiliates who, in the judgment of the Board, will be largely responsible for its future growth and success.

1.2 Definitions

(a) “ Affiliate ” has the meaning ascribed thereto in the Business Corporations Act (Ontario) as amended from time to time.
(b) “ Associate ” has the meaning ascribed to such term in the Securities Act (Ontario).
(c) “ Blackout Period ” means a period during which the Corporation prohibits Optionees from exercising their Options.
(d) “ Board ” means the board of directors of the Corporation.
(e) “ Consultant ” has the meaning ascribed to such term in Policy 4.4.
(f) “ Corporation ” means PopReach Corporation., a corporation duly incorporated under the laws of the Province of Ontario, and its Affiliates, if any, and includes any successor or assignee entity or entities into which the Corporation may be merged, changed, or consolidated; any entity for whose securities the securities of the Corporation shall be exchanged; and any assignee of or successor to substantially all of the assets of the Corporation.
(g)
“ Discounted Market Price ” has the meaning ascribed to such term in Policy 1.1.
(h) “ Eligible Person ” shall mean an officer or director of the Corporation (“ Executive ”) or an employee of the Corporation (“ Employee ”) or a Management Company Employee or a Consultant.
(i) “ Exchange ” means the TSX Venture Exchange.
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(j) “ Exercise Notice ” means the notice respecting the exercise of an Option, substantially in the form attached to the Option Certificate, duly executed by the Optionee.
(k) “ Exercise Price ” means the price at which an Option may be exercised as determined in accordance with section 2.3.
(l) “ Insider ” means (i) an insider as defined in the Securities Act (Ontario), other than a person who falls within the definition solely by virtue of being a director or senior officer of a subsidiary of the Corporation, and (ii) an Associate of any person who is an insider by virtue of the preceding sub-clause (i).
(m) “ Investor Relations Activities ” has the meaning ascribed to such term in Policy 1.1.
(n) “ Management Company Employee ” has the meaning ascribed to such term in Policy 4.4.
(o) “ Material Information ” has the meaning ascribed to such term in Policy 1.1.
(p) “ Option ” shall mean an option granted under the terms of the Plan.
(q) “ Option Certificate ” means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option.
(r) “ Option Period ” shall mean the period during which an option may be exercised.
(s) “ Optionee ” shall mean an Eligible Person to whom an Option has been granted under the terms of the Plan.
(t) “ Outstanding Issue ” means the number of Shares outstanding on a non-diluted basis.
(u) “ Plan ” means the stock option plan established and operated pursuant to Article 2 hereof.
(v) “ Policy 1.1 ” means the Exchange’s Policy 1.1 entitled “Interpretation” as amended from time to time.
(w) “ Policy 4.4 ” means the Exchange’s Policy 4.4 entitled “Incentive Stock Options” as amended from time to time.
(x) “ Shares ” shall mean the common shares of the Corporation.
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ARTICLE 2 SHARE OPTION PLAN

2.1 Participation

Options shall be granted only to Eligible Persons.

2.2 Determination of Option Recipients

The Board shall make all necessary or desirable determinations regarding the granting of Options to Eligible Persons and may take into consideration the present and potential contributions of a particular Eligible Person to the success of the Corporation and any other factors which it may deem proper and relevant.

2.3 Price

The price at which an Optionee may purchase a Share upon the exercise of an Option shall be the higher of (i) the 5-day volume weighted average price of the Shares and (ii) the Discounted Market Price, as set forth in the Option Certificate issued in respect of such Option.

2.4 Grant of Options

The Board may at any time authorize the granting of Options to such Eligible Persons as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan. The date of each grant of Options shall be determined by the Board when the grant is authorized.

In the event that Options are granted to Employees, Management Company Employees or Consultants, the Corporation represents that such Optionees shall be bona fide Employees, Management Company Employees or Consultants, as the case may be.

The Corporation may at the time of granting options hereunder provide for additional terms and conditions which are not inconsistent with Article 2 hereof including, without limitation, terms and conditions deferring or delaying the date at which an Option may be exercised in whole or in part. Such additional terms and conditions shall be as set forth in the Option Certificate issued in respect of such Option.

Notwithstanding any of the foregoing provisions, the Board may authorize the grant of an Option to a person not then in the employ of the Corporation or of an Affiliate, conditioned upon such person becoming eligible to become an Eligible Person at or prior to the execution of the Option Certificate evidencing the actual grant of such Option.

2.5 Term of Options

Unless otherwise expired pursuant to the terms of the Plan, all Options granted to an Optionee pursuant to this Plan shall expire at the close of business five (5) years from the date of grant or such earlier date as the Board shall decide when the Option is granted, subject to earlier termination as herein provided.

Upon the expiration of the Option Period, the Options granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which the Option hereby granted has not then been exercised.

Notwithstanding the foregoing, if the expiration of the Option Period falls within a Blackout Period, the expiration of the Option Period shall be automatically extended for ten (10) business days after the expiry of the Blackout Period on the condition that, (i) the Blackout Period was formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information, (ii) the Blackout Period must be deemed to have expired upon the general disclosure of the undisclosed Material Information, and (iii) the automatic extension of an Optionee’s options will not be permitted where the Optionee or the Corporation is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Corporation’s securities.

No Optionee or his or her legal representative, legatees or distributees will be, or will be deemed to be, a holder of any Shares subject to an Option, unless and until certificates for such Shares are issued to him, her or them or a securities intermediary with whom the Optionee (or his or her legal representative, legatees or distributees) has an account, is recorded as the owner of such Shares in a book-entry system under the terms of the Plan.

2.6 Exercise of Options

Except as set forth in section 2.10, no Option may be exercised unless the Optionee is at the time of such exercise;

(a) in the case of an Employee, in the employ of the Corporation or any Affiliate and shall have been continuously so employed since the grant of his or her Option, or have been a Consultant of the Corporation during such time thereafter, but absence on leave, having the approval of the Corporation or such Affiliate, shall not be considered an interruption of employment for any purpose of the Plan;
(b) in the case of a Consultant, under contract with the Corporation or any Affiliate and shall have been continuously so contracted since the grant of the Option; or
(c) in the case of an Executive, a director or officer of the Corporation or any Affiliate and shall have been such a director or officer continuously since the grant of his or her Option.

No Option may be exercised by an Optionee until the Plan has been approved by the shareholders of the Corporation.

The exercise of any Option will be contingent upon receipt by the Corporation of cash payment of the full Exercise Price of the Shares being purchased by 5:00 p.m. (EST) on the last day of the Option Period by delivering to the Corporation an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

2.7 Vesting of Options

Executives, Employees, Management Company Employees and Consultants

All Options granted to an Eligible Person, other than Optionees performing Investor Relations Activities, pursuant to this Plan shall vest and become fully exercisable as determined by the Board when the Option is granted.

Optionees performing Investor Relations Activities

All Options granted to Optionees performing Investor Relations Activities pursuant to this Plan shall vest and become fully exercisable as follows or as determined by the Board when the Option is granted, but in any event, such Options shall not vest any sooner than:

(a) one quarter (1/4) of the Options on the date which is three (3) months from the date said Options are granted;
(b) one quarter (1/4) of the Options on the date which is six (6) months from the date said Options are granted;
(c) one quarter (1/4) of the Options on the date which is nine (9) months from the date said Options are granted; and
(d) the final one quarter (1/4) of the Options on the date which is twelve (12) months from the date said Options are granted.

Notwithstanding anything to the contrary in the Plan, no more than 1/4 of such Options granted to Optionees performing Investor Relations Activities may vest in any three month period.

2.8 Restrictions on Grant of Options

The granting of Options shall be subject to the following conditions:

(a) not more than two (2%) percent of the Outstanding Issue may be granted to any one Consultant in any 12 month period;
(b) not more than an aggregate of two (2%) percent of the Outstanding Issue may be granted in aggregate to Eligible Persons conducting Investor Relations Activities in any 12 month period;
(c) unless the Corporation has obtained disinterested shareholder approval, not more than five (5%) percent of the Outstanding Issue may be issued to any one individual in any 12 month period;
(d) unless the Corporation has obtained disinterested shareholder approval, not more than an aggregate of ten (10%) percent of the Outstanding Issue may be issued to Insiders in any 12 month period; and
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(e) unless the Corporation has obtained disinterested shareholder approval, the Corporation shall not decrease the Exercise Price of Options previously granted to Insiders.

If disinterested shareholder approval is required, the proposed grant(s) or plan must be approved by a majority of the votes cast by all shareholders at the shareholders’ meeting, excluding votes attaching to shares beneficially owned by, (i) Insiders to whom options may be granted under the stock option plan; and (ii) Associates of such Insiders. Holders of non-voting and subordinate voting shares must be given full voting rights on a resolution that requires disinterested shareholder approval.

2.9 Lapsed Options

If Options are surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options.

2.10 Effect of Termination of Employment, Death or Disability

(a) If an Optionee shall die while employed or retained by the Corporation, or while an Executive, any Options held by the Optionee at the date of death, which have vested pursuant to section 2.7, shall become exercisable, in whole or in part, but only by the persons or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution (the “ Successor Optionee ”). All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her death and only for one (1) year after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner, except that in the event the expiration of the Option Period is earlier than one (1) year after the date of death, with the consent of the Exchange, the Options shall be exercisable for up to one (1) year after the date of death of the Optionee as determined by the Board. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee at the date of death which have not yet vested shall vest immediately upon death.
(b) If the employment or engagement of an Optionee shall terminate with the Corporation due to disability while the Optionee is employed or retained by the Corporation, any Option held by the Optionee on the date the employment or engagement of the Optionee is terminated due to disability, which have vested pursuant to section 2.7, shall become exercisable, in whole or in part. All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of his or her termination due to disability and only for one (1) year after the date of termination or prior to the expiration of the Option Period in respect thereof, whichever is sooner, provided that Options that become exercisable due to disability shall only be exercisable by the person or persons who have the legal authority to act on behalf of the Optionee in connection with the rights of the Optionee to the Options. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee on the
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date the employment or engagement of the Optionee is terminated due to disability which have not yet vested shall vest immediately upon such date.

(c) Subject to section 2.10(d), if an Optionee ceases to be an Eligible Person (other than as provided in section 2.10(a) or (b)), any Options held by the Optionee on the date such Optionee ceased to be an Eligible Person, which have vested pursuant to section 2.7, shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date such Optionee ceased to be an Eligible Person and only for ninety (90) days after the date such Optionee ceased to be an Eligible Person, subject to the Board’s discretion to extend such period for up to one (1) year, or prior to the expiration of the Option Period in respect thereof, whichever is sooner. Notwithstanding the foregoing, the Board, in its discretion, may resolve that up to all of the Options held by an Optionee on the date the Optionee ceased to be an Eligible Person which have not yet vested shall vest immediately upon such date.
(d) If the employment of an Employee or Consultant is terminated for cause (as determined by the Board), no Option held by such Optionee may be exercised following the date upon which Termination occurred.

2.11 Effect of Offer or Sale

If at any time when the Option hereby granted remains unexercised with respect to any Shares, (a) a general offer to purchase all of the Shares is made by a third party, or (b) the Corporation proposes to sell all or substantially all of its assets and undertaking or to merge, amalgamate or be absorbed by or into any other company (save and except for a subsidiary or subsidiaries of the Corporation) under any circumstances which involve or may involve or require the liquidation of the Corporation, a distribution of its assets among its shareholders, or the termination of its corporate existence, the Corporation shall use its commercially reasonable efforts to provide notice of such offer or proposal to the Optionee as soon as practicable and, (i) the Corporation may, at its option, permit the Option hereby granted to be exercised, as to all or any of the Shares in respect of which such Option has not previously been exercised by the Optionee at any time up to and including (but not after) a date twenty (20) days following the date of notice of such offer, sale or other similar transaction or prior to the close of business on the expiration date of the Option Period, whichever is the later, and (ii) the Corporation may, at its option, determine that upon the expiration of such twenty (20) day period, all rights to exercise the Option shall terminate and cease to have any further force or effect.

The Corporation may, in its sole discretion and without the consent of Optionees, provide for one or more of the following: (i) the assumption of the Plan and outstanding Options by the surviving entity or its parent; (ii) the substitution by the surviving entity or its parent of Options with substantially the same terms for such outstanding Options; (iii) immediate exercisability of such outstanding Options followed by cancellation of such Options; and (iv) settlement of the intrinsic value of the outstanding vested Options in cash or cash equivalents or equity followed by the cancellation of all Options (whether or not then vested or exercisable).

2.12 Effect of Amalgamation, Consolidation or Merger

If the Corporation amalgamates, consolidates with or merges with or into another corporation, upon the exercise of an Option following such amalgamation, consolidation or merger, the Optionee shall be entitled to receive, and shall accept, in lieu of Shares, the securities, property or cash which the Optionee would have received upon such amalgamation, consolidation or merger if the Optionee had exercised their Option and held Shares immediately prior to the effective date of such amalgamation, consolidation or merger, and the number of Shares issuable under such Option and the Exercise Price of such Option shall be adjusted appropriately by the directors of the Corporation and such adjustment shall be binding for all purposes herein.

2.13 Adjustment in Shares Subject to the Plan

If there is any change in the Shares through or by means of a declaration of stock dividends of Shares or consolidations, subdivisions or reclassification of Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option, and the Exercise Price thereof shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Plan.

2.14 Hold Period

All Options and any Shares issued on the exercise of Options may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws. Any Shares issued on the exercise of Options may be subject to resale restrictions contained in National Instrument 45-102 – Resale of Securities which would apply to the first trade of the Shares.

2.15 Notification of Grant of Option

Following the granting of an Option by the Board, the Corporation shall notify the Optionee in writing of the Option and shall enclose with such notice the Option Certificate representing the Option so granted. Each Optionee, concurrently with the notice of the grant of an Option, shall be provided with a copy of the Plan.

2.16 Options Granted To Corporations

Except in relation to a Consultant that is a corporation, Options may only be granted to an individual or a corporation that is wholly-owned by an Eligible Person. If a corporation is an Optionee, it must provide the Exchange with a completed Form 4F – Certification and Undertaking Required from a Corporation Granted an Incentive Stock Option . The corporation must agree not to effect or permit any transfer of ownership or option of shares of the corporation nor to issue further shares of any class in the corporation to any other individual or entity as long as the Option remains outstanding, except with the written consent of the Exchange.

ARTICLE 3 GENERAL

3.1 Number of Shares

The aggregate number of Shares that may be reserved for issuance, at any time, under the Plan shall not exceed 10,396,787 Shares, being 20% of the total Outstanding Issue as at the date of the adoption of the Plan.

3.2 Transferability

All benefits, rights and options accruing to any Optionee in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein. During the lifetime of an Optionee, all benefits, rights and options may only be exercised by the Optionee.

3.3 Employment

Nothing contained in any Plan shall confer upon any Optionee any right with respect to employment or continuance of employment with the Corporation or any Affiliate, or interfere in any way with the right of the Corporation or any Affiliate to terminate the Optionee’s employment at any time. Participation in any Plan by an Optionee is voluntary.

3.4 Approval of Plan

Options issued under the Plan shall only become exercisable after the Plan has been approved by the shareholders of the Corporation; provided, however:

(a) unless consistent with the terms contained herein and approved by the Board, nothing contained herein shall in any way affect Options previously granted by the Corporation and currently outstanding;
(b) the Plan must receive shareholder approval yearly, at the Corporation’s annual general meeting.

The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchanges on which the Shares are listed for trading which may be required in connection with the authorization, issuance or sale of such Shares by the Corporation. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Optionee’s option price paid to the Corporation shall be returned to the Optionee.

3.5 Administration of the Plan

The Board is authorized to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan. The interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the

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responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

3.6 Income Taxes

As a condition of and prior to participation in the Plan, if requested by the Board, an Optionee shall authorize the Corporation in written form to withhold from any remuneration otherwise payable to such Optionee any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such participation in the Plan.

In addition, if the Corporation is required under the Income Tax Act (Canada) or any other applicable law to make source deductions in respect of employee stock option benefits to the Optionee and to remit to the applicable governmental authority an amount on account of tax on the value of the taxable benefit associated with the issuance of Shares on exercise of Options, then the Optionee shall (i) pay to the Corporation, in addition to the Exercise Price for the Options, sufficient cash as is reasonably determined by the Corporation to be the amount necessary to permit the required tax remittance, (ii) authorize the Corporation, on behalf of the Optionee, to sell in the market on such terms and at such time or times as the Corporation determines a portion of the Shares being issued upon exercise of the Options to realize cash proceeds to be used to satisfy the required tax remittance, or (iii) make other arrangements acceptable to the Corporation to fund the required tax remittance.

3.7 Amendments to the Plan

The Board reserves the right to amend, modify or terminate the Plan at any time if and when it is advisable in the absolute discretion of the Board. However, any amendments of the Plan which could result, at any time, in:

(a) a material increase in the benefits under the Plan; or
(b) an increase in the number of Shares which would be issued under the Plan (except any increase resulting automatically from an increase in the total Outstanding Issue); or
(c) a material modification in the requirement as to eligibility for participation in the Plan;

shall be effective only upon the approval of the shareholders of the Corporation. Any amendment to any provision of the Plan shall be subject to approval, if required, by any regulatory body having jurisdiction over the securities of the Corporation.

3.8 No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

11 -

3.9 Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

3.10 Compliance with Applicable Law, etc.

If any provision of the Plan or of any Option Certificate delivered pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Corporation or the Plan, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

SCHEDULE “A”

POPREACH CORP.

STOCK OPTION PLAN

If issued to officers or directors - WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE THAT IS FOUR MONTHS AND A DAY FROM THE GRANT DATE].

POPREACH CORPORATION.

STOCK OPTION PLAN OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the PopReach Corporation. (the “ Corporation ”) stock option plan (the “ Plan ”) and evidences that ___ is the holder (the “ Optionee ”) of an option (the “ Option ”) to purchase up to __ common shares (the “Shares”) in the capital stock of the Corporation at a purchase price of $__ per Share (the “ Exercise Price ”).

Subject to the provisions of the Plan:

the effective date of the grant of the Option is __, 20; the Option expires at 5:00 p.m. (EST) on ___, 20; and the Options shall vest as follows:

Date	Percent of Stock Options Vested	Number of Stock Options Vested	Aggregate Number of Stock Options Vested

The vested portion or portions of the Option may be exercised at any time and from time to time from and including the date of the grant of the Option through to 5:00 p.m. (EST) on the expiration date of the Option Period by delivering to the Corporation an Exercise Notice, in the form attached as Appendix “I” hereto, together with this Certificate and a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised.

All Options and any Shares issued on the exercise of Options may be subject to resale restrictions and may be subject to and legended with a four month hold period commencing on the date the

Options were granted pursuant to the rules of the Exchange and applicable securities laws. The Options hereby granted are subject to the approval of the Exchange.

This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan, the terms and conditions of which the Optionee hereby expressly agrees with the Corporation to be bound by. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Corporation shall prevail.

All terms not otherwise defined in this Certificate shall have the meanings given to them under the Plan.

Dated this _ day of __, 20___.

POPREACH CORPORATION.

Per:

Authorized Signatory

APPENDIX “I”

POPREACH CORPORATION.

STOCK OPTION PLAN EXERCISE NOTICE

TO: POPREACH CORPORATION. (the “Corporation”)

The undersigned (the “ Optionee ”), being the holder of options to purchase ____ common shares of the Corporation at the exercise price of __ per share, hereby irrevocably gives notice, pursuant to the stock option plan of the Corporation (the “ Plan ”), of the exercise of the Option to acquire and hereby subscribes for _____ of such common shares of the Corporation.
The Optionee tenders herewith a certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the aforesaid common shares exercised and directs the Corporation to issue a share certificate evidencing said common shares in the name of the Optionee to be mailed to the Optionee at the following address:
By executing this Exercise Notice, the Optionee hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have the meanings given to them under the Plan or the attached Option Certificate.
The Optionee is resident in ___ [name of province].
The undersigned Optionee hereby represents, warrants, acknowledges and agrees that the certificate(s) representing the Shares may be subject to and legended with a four month hold period commencing on the date the Options were granted pursuant to the rules of the Exchange and applicable securities laws.

Dated this _ day of __, 20___.

Signature of Optionee

AI assistant

Ionik Corporation — Proxy Solicitation & Information Statement 2020

47825_rns_2020-09-28_6bbd2983-2098-438d-83ca-f63ccb8ff071.pdf

MANAGEMENT INFORMATION CIRCULAR

POPREACH CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 20, 2020

BY ORDER OF THE BOARD OF DIRECTORS

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 20, 2020

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Non-Registered Shareholders

Appointment and Revocation of Proxies – Registered Shareholders

Exercise of Discretion by Proxies

Signing of Proxy

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

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

PARTICULARS OF MATTERS TO BE ACTED UPON

Election of Directors

Appointment and Remuneration of Auditors

Approval of Amendment to Stock Option Plan

“ BE IT RESOLVED THAT :

Other Business

EXECUTIVE COMPENSATION

Definitions

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities

Exercise of Compensation Securities by Directors and NEOs

Employment, Consulting and Management Agreements

EQUITY COMPENSATION PLAN INFORMATION

Key Terms of the Existing Option Plan

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE

Independence of Members of Board

Management Supervision by Board

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation of Directors and NEOs

Board Committees

Audit Committee

Governance & Compensation Committee

Assessments

ADDITIONAL INFORMATION

APPROVAL OF DIRECTORS

EXHIBIT A

AMENDED AND RESTATED STOCK OPTION PLAN

POPREACH CORPORATION

ARTICLE 1 INTRODUCTION

1.1 Purpose

1.2 Definitions

ARTICLE 2 SHARE OPTION PLAN

2.1 Participation

2.2 Determination of Option Recipients

2.3 Price

2.4 Grant of Options

2.5 Term of Options

2.6 Exercise of Options

2.7 Vesting of Options

Executives, Employees, Management Company Employees and Consultants

Optionees performing Investor Relations Activities

2.8 Restrictions on Grant of Options

2.9 Lapsed Options

2.10 Effect of Termination of Employment, Death or Disability

2.11 Effect of Offer or Sale

2.12 Effect of Amalgamation, Consolidation or Merger

2.13 Adjustment in Shares Subject to the Plan

2.14 Hold Period

2.15 Notification of Grant of Option

2.16 Options Granted To Corporations

ARTICLE 3 GENERAL

3.1 Number of Shares

3.2 Transferability

3.3 Employment

3.4 Approval of Plan

3.5 Administration of the Plan

3.6 Income Taxes

3.7 Amendments to the Plan

Ionik Corporation Proxy Solicitation & Information Statement 2020