==> picture [134 x 43] intentionally omitted <==

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF MEMBERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of members of Itafos (the “Company”) will be held virtually via audio conference call on June 4, 2021 at 10:00 a.m. (local Cayman Islands time), for the following purposes:

to receive and consider the audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2020 together with the report of the auditors thereon;
to consider and, if thought advisable, to pass an ordinary resolution to approve the appointment of six (6) directors of the Company for the ensuing year;
to consider and, if thought advisable, to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the board of directors of the Company (the “Board”) to fix the remuneration of the auditors;
to consider and, if thought advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying management information circular (the “Circular”) to approve, for the ensuing year, the Company’s stock option plan as required by the TSX Venture Exchange;
to consider and, if thought advisable, to pass a special resolution, the full text of which is set forth in the Circular, to approve the registration of the Company by way of continuation as a corporation under the laws of the State of Delaware, United States of America, and to deregister the Company in the Cayman Islands; and
to consider and, if thought advisable, to transact such further or other business as may properly come before the Meeting or any adjournment thereof.

This notice is accompanied by the Circular and either a form of proxy for registered members of the Company or a voting instruction form for beneficial members of the Company.

The Board has fixed the close of business on April 26, 2021 as the record date, being the date for the determination of the registered holders of shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. Registered members of the Company as of the close of business on April 26, 2021 are entitled to vote at the Meeting. As voting by electronic or virtual means will not be available at the Meeting, members are encouraged to vote in advance of the Meeting.

COVID-19

We are committed to safeguarding the health and well-being of our employees, customers, members and the community. In light of the COVID-19 pandemic and consistent with the latest guidance from public health and government authorities, this year’s Meeting will be available to our members in a virtual format only, by way of an audio conference call. As voting by electronic or virtual means will not be available at the Meeting, the Company strongly encourages all members to vote their shares in advance of the Meeting and, for those wishing to attend the Meeting, to please access the Meeting via audio conference at https://maples.zoom.us/j/99972187429?pwd=cVRlMWJJK0o1OURFZm9neEUybUVYQT09 or telephone at +1 646 876 9923 and use access code: 999 7218 7429 (passcode: 043698 ). Members will be able to listen and ask questions at the Meeting in real time via the Internet and through the conference call number provided. Voting in advance of the Meeting in accordance with the instructions set out on your form of proxy will ensure your votes are counted at the Meeting, and participating via audio conference will help safeguard your health and the health of the Company’s personnel and the community generally.

==> picture [48 x 15] intentionally omitted <==

We encourage you to make sure that your votes are represented at the Meeting. Please take the time to vote by voting online in accordance with the directions set out on the enclosed form of proxy or completing and signing the form of proxy and returning it by mail or fax to TSX Trust Company, 301- 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Fax (416) 595-9593 on or before 10:00 a.m. (local Cayman Islands time) on June 2, 2021 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of such adjourned meeting.

DATED April 26, 2021.

By Order of the Board of Directors

(Signed) “ Anthony Cina ” Anthony Cina Chairman of the Board of Directors

==> picture [396 x 127] intentionally omitted <==

==> picture [612 x 377] intentionally omitted <==

2021 Annual General and Special Meeting of Members Management Information Circular

==> picture [48 x 15] intentionally omitted <==

1. MANAGEMENT INFORMATION CIRCULAR ......................................................................................................... 5
2. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ...................................................................................7
3. DIRECTORS AND EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS ........................................7
4. AUDIT COMMITTEE DISCLOSURE ....................................................................................................................... 15
5. CORPORATE GOVERNANCE PRACTICES .............................................................................................................. 16
6. MATTERS TO BE ACTED UPON AT THE MEETING ...............................................................................................19
SCHEDULE “A” CHARTER OF THE AUDIT COMMITTEE ...............................................................................................34
SCHEDULE “B” CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE ....................................................... 38
SCHEDULE “C” CHARTER OF THE BOARD OF DIRECTORS .......................................................................................... .41
SCHEDULE “D” CHARTER OF THE COMPENSATION COMMITTEE................................................................................43
SCHEDULE “E” CERTIFICATE OF CORPORATE DOMESTICATION ................................................................................. 46
SCHEDULE “F” CERTIFICATE OF INCORPORATION .....................................................................................................47
SCHEDULE “G” BY-LAWS ......................................................................................................................................... .50
SCHEDULE “H” COMPARISON OF CORPORATE LAWS OF THE CAYMAN ISLANDS AND DELAWARE ..............................62

==> picture [48 x 15] intentionally omitted <==

1. MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Itafos (the “Company”) for use at the annual general and special meeting of members (the “Meeting”) of the Company to be held at the time and place and for the purposes set forth in the accompanying Notice of Annual General and Special Meeting of Members . References in this Circular to the Meeting include any adjournments thereof. It is expected that the solicitation of proxies will be primarily by mail; however, proxies may also be solicited personally by regular employees of the Company and the Company may use the services of an outside proxy solicitation agency to solicit proxies. The cost of soliciting proxies will be borne by the Company.

The board of directors of the Company (the “Board”) has fixed the close of business on April 26, 2021 as the record date (the “Record Date”), being the date for the determination of the registered members holding shares in the capital of the Company (the “Shares”) entitled to receive notice of, and to vote at, the Meeting. Duly completed and executed proxies must be received by mail or fax at the offices of TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Fax (416) 595-9593, which address is also indicated on the enclosed envelope, no later than 10:00 a.m. (local Cayman Islands time) on June 2, 2021 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of such adjourned meeting. Registered members can also vote online prior to the Meeting in accordance with the directions set out in the enclosed form of proxy.

Unless otherwise stated, the information contained in this Circular is as of April 26, 2021. Unless otherwise stated, all dollar amounts referenced herein are expressed in Canadian dollars.

APPOINTMENT AND REVOCATIONS OF PROXIES

The persons named in the enclosed form of proxy are directors and/or executive officers of the Company. A member desiring to appoint some other person, who need not be a member, to represent him, her or it at the Meeting, may do so by inserting such person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy at the office of the Company’s transfer agent indicated on the enclosed envelope or by fax at (416) 595-9593, no later than 10:00 a.m. (local Cayman Islands time) on June 2, 2021 or, if the Meeting is adjourned, by no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of such adjourned meeting.

A member forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the member submitting the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Shares represented by the proxy submitted by a member will be voted in accordance with the directions, if any, given in the proxy.

A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by a member or by a member’s attorney authorized in writing (or, if the member is a company, by a duly authorized officer or attorney) and deposited at the office of the Company’s transfer agent indicated on the enclosed envelope or by fax at (416) 595-9593, at any time up to and including 48 hours preceding the day of the Meeting or with the Chairman of the Meeting on the day of the Meeting (not later than the time appointed for the commencement of the Meeting).

EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed form of proxy will vote the Shares in respect of which they are appointed as proxy in accordance with the direction of the members appointing them. In the absence of such direction, such Shares will be voted in favor of all the resolutions described herein. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Annual General and Special Meeting of Members and with respect to other matters which may properly come before the

==> picture [48 x 15] intentionally omitted <==

Meeting. As of April 26, 2021, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

VOTING BY NON-REGISTERED MEMBERS

All members of the Company are encouraged to vote in advance of the Meeting as voting at the Meeting by electronic or virtual means will not be available. Some members of the Company are “non-registered” members (“Non-Registered Members”) because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. Shares beneficially owned by a NonRegistered Member are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Member deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Annual General and Special Meeting of Members, this Circular, a supplemental information card (which includes a place to request copies of the Company’s annual and/or interim financial statements and related management discussion and analysis of operations and financial condition (the “MD&A”) for the 2021 fiscal year or to waive the receipt of the annual and/or interim financial statements and related MD&A for the 2021 fiscal year, and a place to request electronic access to these documents instead) and a form of voting instruction form (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for distribution to Non-Registered Members.

Intermediaries are required to forward the Meeting Materials to Non-Registered Members unless a Non-Registered Member has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Members. Generally, Non-Registered Members who have not waived the right to receive Meeting Materials will either:

be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Member and returned to the Intermediary or its service company , will constitute voting instructions which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. For the form of proxy to validly constitute a voting instruction form, the Non-Registered Member must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or
be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Member 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 Non-Registered Member when submitting the proxy. In this case, the Non-Registered Member who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company c/o TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or by fax at (416) 595-9593. Non-Registered Members may also vote over the Internet by following the directions on the form of proxy.

In either case, the purpose of these procedures is to permit Non-Registered Members to direct the voting of the Shares they beneficially own. All members of the Company are encouraged to vote in advance of the Meeting as voting at the Meeting by electronic or virtual means will not be available. Non-Registered Members should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Member may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an

==> picture [48 x 15] intentionally omitted <==

Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven (7) days prior to the Meeting.

2. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the Record Date, 186,728,444 Shares were issued and outstanding. Each Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting.

To the best of the Company’s knowledge, based on information filed by insiders of the Company on the System for Electronic Disclosure by Insiders, as of April 26, 2021 no person beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying more than 10% of the voting rights attached to any class of voting securities of the Company except CL Fertilizers Holding LLC (“CLF”) which beneficially owned and controlled 124,961,722 Shares, representing approximately 66.9% of the issued and outstanding Shares on an undiluted basis.

3. DIRECTORS AND EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE OFFICERS COMPENSATION

Objectives of Executive Officers Compensation Program

The general objectives of the Company’s compensation program are to attract, reward, retain and motivate quality employees who will enhance the profitability and growth of the Company. The Company has implemented an incentive awards program and a compensation policy (collectively, the “Compensation Policies”), which form the basis of its formal compensation program in respect of the year ended December 31, 2020. The Company has traditionally considered, as part of its overall compensation program, the elements of base salary, annual performance-based cash bonuses, longterm incentives in the form of stock options, deferred and restricted share units, long-term performance-based cash incentives, as well as perquisites. The mix of these compensation elements may vary from year to year depending on the compensation reviews.

Overview of Executive Officers Compensation Philosophy – Elements of Executive Officers Compensation

The following principles guide the Company’s overall compensation philosophy:

compensation is determined on an individual and collective basis and is aimed at attracting, rewarding, retaining and motivating quality employees to enhance the profitability and growth of the Company, for which purpose the Company will review the market for similar jobs in peer group companies to ensure total compensation remains competitive;
compensation is designed to reward performance based on measurable risk adjusted assessment criteria and takes into consideration both the short and long-term objectives of the Company while focusing on quality and sustainability of earnings;
an appropriate portion of total compensation is variable and linked to performance of pre-established individual and corporate objectives and includes long-term equity-based compensation to, among other things, encourage equity ownership and participation by the executive officers in the Company and, thereby, align the interests of the executive officers with the interests of members;
compensation is set, reviewed and recommended to the Board for consideration and approval by the Compensation Committee of the Board (the “Compensation Committee”) to ensure that equity is maintained such that individuals in similar positions and locations are compensated fairly; and
employees are encouraged to continuously maintain and enhance their skills and the Company supports reasonable expenses to maintain and enhance areas of expertise.

Compensation determinations for each named executive officer (the “NEOs”) for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 were based on individual performance assessments, taking into account the Company’s performance during 2020, 2019 and 2018, its financial constraints and other liquidity considerations. The

==> picture [48 x 15] intentionally omitted <==

specific compensation elements comprising the compensation earned by each NEO for the financial years ended December 31, 2020, December 31, 2019 and December 31, 2018 consisted of base salary, cash bonuses and restricted share units (“RSUs”). In addition, NEOs received other benefits such as 401(k), parking, health and insurance benefits. No stock options were granted in 2020, 2019 or 2018.

Compensation to be awarded to the executive officers will reflect the compensation paid to executive officers of comparable companies in the mineral exploration and production industry and the need to provide incentives and compensation for the time and effort expended by the executive officers while considering the financial and other resources of the Company. The Company believes that it is appropriate to establish compensation levels based, in large part, on benchmarking against comparable companies, both in terms of compensation practices as well as levels of compensation. By so doing, the Company can evaluate whether its compensation practices are competitive in the marketplace and determine that the Company’s compensation practices are reasonable. In establishing appropriate compensation levels, the Board may request and receive advice from independent consultants who have expertise in executive officer compensation.

The compensation of the NEOs consists of the following principal components:

Element of Short-Term Compensation	Summary and Purpose of Element
Base Salary Base salaries form an essential component of the Company’s compensation mix and are the first measure to compare and remain competitive relative to peer groups. Base salaries are fixed and not subject to uncertainty and, as such, base salaries are used as the base to determine other elements of compensation and benefits. Adjustments to base salaries will be made periodically to address merit and inflation.
Annual Performance-Based Cash Incentives Cash incentives are a variable component of compensation designed to reward for both individual and corporate performance, are determined as a percentage of base salary and paid out every year between February and April. Additional cash (or equity based) incentives may be paid to certain NEOs to reward performance.
Other Compensation (Perquisites) Limited perquisites, such as health and life insurance plans, parking, housing and transportation allowances, signing bonuses and other usual perquisites may be provided to ensure that compensation packages are competitive. Other considerations including specific performance bonuses, change in control implications, termination for convenience and severance will be market based and subject to the applicable seniorityand/or tenor with the Company.
Element of Long-Term Compensation	Summary and Purpose of Element
Stock Options The NEOs may be granted stock options to encourage ownership and equity participation in the Company, which may help strengthen the alignment of interests of the NEOs with those of the members of the Company. Vesting provisions ensure that the option holders’ interests are aligned with the longer-term interests of the members. Previous option grants to the NEOs will be considered by the Compensation Committee and the Board when determining new option grants.
Restricted Share Units The granting of RSUs will assist and encourage directors, NEOs, employees and consultants of the Company and its related entities to work towards and participate in the growth and development of the Company and its related entities and provide such persons with the opportunity to acquire an ownership interest in the Company. In addition, the Company adopted the RSU Plan to advance the Company’s interests, it being generally recognized that restricted share unit plans aid in attracting, retaining and encouraging commitment and performance due to the opportunity offered to individuals to receive compensation in line with the value of the Shares.
Deferred Share Units In addition to the RSU Plan, the Company adopted a cash-settled-only deferred share unit plan.
Long-Term Performance-Based Cash Incentives In 2020, the Company adopted a long-term performance-based cash incentive as a variable component of compensation. Like annual performance-based cash incentives, these long-term performance-based cash incentives are designed to reward for both individual and corporate performance and determined as a percentage of base salary; in contrast, these are designed to incentivize futureperformance andpaid out everythreeyears.

The mix of elements of compensation is designed to reward short-term results and to motivate long-term performance. The decision to pay any one element has no impact on the decision to pay other elements of compensation. The compensation levels of the Company’s executive officers reflect, to a significant degree, their varying roles and responsibilities.

==> picture [48 x 15] intentionally omitted <==

For the year ended December 31, 2020, the Company’s NEOs were G. David Delaney, George Burdette, Mhamed Ibnabdeljalil, Fernando Planchart, Wynand van Dyk and Timothy Vedder.

Assessment of Risk as it relates to Directors and Executive Officers Compensation

Following its establishment in December 2016, the Compensation Committee has reviewed and will continue to review the Company’s Compensation Policies, including a review of the design of the Company’s incentive plans, to ensure that they: (i) reflect good business practices; (ii) comply with regulatory expectations; (iii) encourage executive officers to consider the risks associated with their decisions and actions; and (iv) consider risk and risk mitigation in the executive officers compensation structure.

Hedging of Economic Risks for Personal Equity Ownership

All executive officers are prohibited from entering into transactions that have the effect of hedging the economic value of any direct or indirect interests by the executive officer in Shares, unless such transactions are executed and disclosed in full compliance with all applicable laws and regulations and have been previously approved by the Chief Executive Officer and the Chief Financial Officer of the Company and, if appropriate, the Compensation Committee. To date, the Company is not aware of any executive officer having hedged the economic value of their direct or indirect interests in Shares.

NEOS – SUMMARY COMPENSATION TABLE

The table below provides the information regarding compensation earned for the fiscal years ended December 31, 2020, 2019 and 2018 by the Company’s NEOs.

Name and Principal Position	Year Ended	Salary	Share-Based Awards1	Option-Based Awards	Annual Incentives Plans (Cash Bonus)2	Pension Value	All Other Compensation3	Total Compensation
Mhamed Ibnabdeljalil, former Chief Executive Officer4 2020 2019 2018 C$673,165 C$486,294 C$134,1505 C$338,3916 C$50,976 C$21,009 Nil Nil Nil C$835,3757 Nil Nil Nil Nil Nil C$1,462,0648 C$215,2259 Nil C$3,308,996 C$752,495 C$155,159
G. David Delaney, Chief Executive Officer10 2020 2019 C$288,42311 C$134,15012 C$45,11913 C$21,009 Nil Nil Nil Nil Nil Nil C$338,50714 Nil C$672,049 C$155,159

1 Relates to RSUs granted in 2018, 2019 and 2020. The amount is based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020.

2 The amounts reflected in this column include, in respect of 2020, long-term performance-based cash incentives awarded as follows: (i) Mohamed Ibnabdeljalil, US$375,000; (ii) George Burdette, US$130,000; (iii) Fernando Planchart, US$93,750; (iv) Wynand van Dyk, US$57,750; and (v) Timothy Vedder, US$57,500. These incentives shall vest based on a combination of time and performance with 50% of the cash award vesting 1/3 on the anniversary of the grant date over a period of three years and 50% of the cash award vesting on the third anniversary of the grant date subject to achievement of certain key performance indicators as established by the Company’s Board.

3 Unless otherwise specified, this column reflects contributions by the Company to the NEO’s 401(k) plan, parking, health and insurance benefits.

4 Mr. Ibnabdeljalil was appointed interim Chief Executive Officer of the Company on May 16, 2019. Mr. Ibnabdeljalil was appointed Chief Executive Officer in January 2020. Mr. Ibnabdeljalil ceased to be Chief Executive Officer on November 30, 2020 and continued as an employee with the Company until December 30, 2020. Mr. Ibnabdeljalil received his compensation in US$. Mr. Ibnabdeljalil’s compensation is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

5 The amount reflected in this cell relates to fees earned by Mr. Ibnabdeljalil in his capacity as director of the Company.

6 This award was forfeited upon Mr. Ibnabdeljalil leaving the Company on December 30, 2020.

7 The amount reflected in this cell includes C$503,063 in long-term performance-based cash incentive, which incentive was forfeited upon Mr. Ibnabdeljalil leaving the Company on December 30, 2020.

8 The amount reflected in this cell also includes Mr. Ibnabdeljalil’s severance benefits required paid or to be paid in 2021 under a separation agreement and release entered into between the Company and Mr. Ibnabdeljalil, as follows: (i) US$32,691 accrued but unused vacation, (ii) US$1,000,000 final severance, and (iii) C$25,551 in respect of accelerated RSUs awarded in 2018 and 2019.

9 The amount reflected in this cell includes a US$150,000 signing bonus paid to Mr. Ibnabdeljalil upon becoming Chief Executive Officer of the Company.

10 Mr. Delaney was appointed Chief Executive Officer of the Company on November 30, 2020. Mr. Delaney received his compensation in US$. Mr. Delaney’s compensation is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

11 Mr. Delaney started receiving salary when he was appointed Chief Executive Officer of the Company on November 30, 2020. The amount reflected in this cell includes C$67,075 in salary earned by Mr. Delaney in his capacity as Chief Executive Officer of the Company as of November 30, 2020, and C$221,348 in fees earned by Mr. Delaney in his capacity as director of the Company until November 29, 2020.

12 The amount reflected in this cell relates to fees earned by Mr. Delaney in his capacity as director of the Company.

13 NEOs earned additional RSUs in 2021 as follows: (i) G. David Delaney, 610,652 RSUs; (ii) George Burdette, 261,708 RSUs; (iii) Fernando Planchart, 163,567 RSUs; (iv) Wynand van Dyk, 100,757 RSUs; and (v) Timothy Vedder, 100,321 RSUs.

14 The amount reflected in this cell includes a US$200,000 signing bonus paid to Mr. Delaney upon becoming Chief Executive Officer of the Company.

==> picture [48 x 15] intentionally omitted <==

Name and Principal Position	Year Ended	Salary	Share-Based Awards1	Option-Based Awards	Annual Incentives Plans (Cash Bonus)2	Pension Value	All Other Compensation3	Total Compensation
2018 C$134,150~~12~~ C$16,732 Nil Nil Nil Nil C$150,882
George Burdette, Chief Financial Officer15 2020 2019 2018 C$349,074 C$324,475 C$209,050 C$117,30913 C$23,109 C$19,608 Nil Nil Nil C$338,06216 C$147,565 Nil Nil Nil Nil C$40,284 C$25,278 C$13,348 C$844,729 C$520,427 C$242,006
Fernando Planchart, General Counsel17 2020 2019 2018 C$335,685 C$310,222 C$272,213 C$84,59813 C$17,227 C$12,047 Nil Nil Nil C$240,87416 C$110,003 C$96,588 Nil Nil Nil C$44,678 C$39,703 C$41,910 C$705,834 C$477,155 C$422,758
Wynand van Dyk, VP Engineering, R&D and Development18 2020 2019 2018 C$310,531 C$206,591 Nil C$52,11213 C$11,555 Nil Nil Nil Nil C$192,97216 C$73,783 Nil Nil Nil Nil C$44,678 C$29,856 Nil C$600,293 C$321,784 Nil
Timothy Vedder, VP Operations19 2020 2019 2018 C$308,545 C$268,300 C$230,738 C$17,22713 C$12,047 Nil Nil Nil Nil C$172,13616 C$185,127 Nil Nil Nil Nil C$36,819 C$34,292 C$33,538 C$534,727 C$499,767 C$264,276

INCENTIVE PLAN AWARDS

The following table provides information regarding share-based awards for NEOs as of December 31, 2020. The following table does not include share-based awards earned by NEOs for their performance in 2020, which RSUs were granted in 2021. See Executive Officers – Summary Compensation Table above for additional detail.

Name and Principal Position Number of shares or units of shares that had not vested Market or payout value of vested share-based awards not paid out or distributed Market or payout value of share- based awards that had not vested20 Mhamed Ibnabdeljalil, former Chief Executive Officer Nil C$25,551 Nil G. David Delaney, Chief Executive Officer 240,748 N/A C$78,676 George Burdette, Chief Financial Officer 474,676 N/A C$155,124 Fernando Planchart, General Counsel 339,229 N/A C$110,860 Wynand van Dyk, VP Engineering, R&D and Development 194,819 N/A C$63,667 Timothy Vedder, VP Operations 262,485 N/A C$85,780	Number of shares or units of shares that had not vested	Market or payout value of vested share-based awards not paid out or distributed	Market or payout value of share- based awards that had not vested20

15 Mr. Burdette was appointed Chief Financial Officer of the Company on April 3, 2018. Mr. Burdette received his compensation in US$. Mr. Burdette’s compensation is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

16 NEOs earned additional long-term performance-based cash incentives in 2021 as follows: (i) George Burdette, US$130,000; (ii) Fernando Planchart, US$93,750; (iii) Wynand van Dyk, US$57,750; and (iv) Timothy Vedder, US$57,500. These incentives shall vest based on a combination of time and performance with 50% of the cash award vesting 1/3 on the anniversary of the grant date over a period of three years and 50% of the cash award vesting on the third anniversary of the grant date subject to achievement of certain key performance indicators as established by the Company’s Board.

17 Mr. Planchart received his compensation in US$. Mr. Planchart’s compensation is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

18 Mr. van Dyk received his compensation in US$. Mr. van Dyk’s compensation is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

19 Mr. Vedder received his compensation in US$. Mr. Vedder’s compensation is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

20 The amount is based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020.

==> picture [48 x 15] intentionally omitted <==

TERMINATION AND CHANGE OF CONTROL BENEFITS

Total Payouts Upon Termination Following Change of Control or Upon Termination Without Cause/Resignation for Good Reason

The following table reflects the payouts that would have been required to be made under the terms of the employment agreements with the NEOs assuming a termination without cause/resignation for good reason following a change of control of the Company or a termination without cause/resignation for good reason outside a change of control period as of December 31, 2020:

of December 31, 2020:
Name and Title	Compensation Element21	Change of Control22	Termination without Cause23
Base Salary N/A N/A
Mhamed Ibnabdeljalil, former Chief Executive Officer24 Cash Bonus N/A N/A
RSUs N/A N/A
Base Salary C$1,609,800 C$804,900
G. David Delaney, Chief Executive Officer Cash Bonus C$1,341,500 C$670,750
RSUs C$78,676 C$25,581
Base Salary C$697,580 C$348,790
George Burdette, Chief Financial Officer Cash Bonus C$697,580 C$348,790
RSUs C$155,124 C$28,076
Base Salary C$335,375 C$335,375
Fernando Planchart, General Counsel Cash Bonus C$251,531 C$251,531
RSUs C$110,860 C$19,758
Base Salary C$309,887 C$309,887
Wynand van Dyk, VP Engineering, R&D and Development Cash Bonus C$154,943 C$154,943
RSUs C$63,667 C$7,369
Base Salary C$308,545 C$308,545
Timothy Vedder, VP Operations Cash Bonus C$154,273 C$154,273
RSUs C$85,780 C$23,249

DIRECTOR COMPENSATION

Compensation of the Company’s directors is designed to compensate non-executive directors with a combination of retainers, meeting fees, chairperson fees, committee membership fees and, periodically, through equity compensation in the form of RSUs. The Company aims to pay its directors competitively while providing alignment between director interests and those of the Company’s members.

Unless otherwise stated, director compensation information set out in the following sections relates only to compensation earned by those non-executive directors who held office during the fiscal year ended December 31, 2019.

The compensation of directors consists of the following components:

Annual retainers;
Quarterly services (meetings) fees;
Chairperson fees;
Committee membership fees; and
Equity compensation (through RSUs).

21 RSU amounts are based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020.

22 Upon termination without cause/resignation for good reason in connection with a change in control, all the RSUs held by NEOs on December 31, 2020, would vest. The amount is based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020.

23 Upon termination without cause/resignation for good reason outside a change in control period, all the RSUs held by NEOs on December 31, 2020, and relating to 2018 and 2019 awards would vest. RSUs held by NEOs on December 31, 2020, and relating to 2020 awards would be forfeited. The amount is based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020.

24 Mr. Ibnabdeljalil ceased to be a Company employee on December 30, 2020. As a result, none of these scenarios would apply.

==> picture [48 x 15] intentionally omitted <==

Directors are expected to attend meetings in person whenever possible; however, they are also permitted to attend the meetings by teleconference, as necessary or applicable.

NON-EXECUTIVE DIRECTORS – SUMMARY COMPENSATION TABLE

Provided below is a summary of the annual retainers, fees and equity compensation earned by the directors of the Company in 2020:

Company in 2020:
Element	Amount
Annual Retainer US$37,500
Quarterly Service (Meetings) Fee US$28,125 (per quarter)
Chairperson US$20,000 (Board) / US$15,000 (Committee)
Committee Membership (non-Chairperson) US$5,000 (per Committee)
RSUs US$50,000

The following table provides information regarding compensation earned by the non-executive directors of the Company during the year ended December 31, 2020.

Name	Fees Earned25	Share-Based Awards26	Option- Based Awards	Non-Equity Incentive Plan Compensation	Long-Term Incentive Plans	All Other Compensation27	Total
Anthony Cina, Chairman C$335,375 C$67,678 Nil Nil Nil C$67,075 C$470.128
Ricardo De Armas Waived Waived Nil Nil Nil Nil Nil
Evgenij Iorich C$201,225 C$45,119 Nil Nil Nil C$67,075 C$313.419
Rory O’Neill Waived Waived Nil Nil Nil Nil Nil
Ronald Wilkinson C$234,763 C$45,119 Nil Nil Nil C$67,075 C$346.956

Incentive Plan Awards

The following table provides information regarding the share-based awards for each director as of December 31, 2020. The following table does not include share-based awards earned by directors for their performance in 2020, which RSUs were granted in 2021. See Non-Executive Directors – Summary Compensation Table above for additional detail.

Name	Number of shares or units of shares that had not vested	Market or payout value of vested share- based awards not paid out or distributed	Market or payout value of share-based awards that had not vested28
Anthony Cina, Chairman 307,700 N/A C$100,556
Evgenij Iorich 240,748 N/A C$78,676
Ronald Wilkinson 240,748 N/A C$78,676

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

The Company has established a stock option plan (the “Stock Option Plan”) designed to provide long-term incentive to eligible participants, comprised of employees, officers, directors and consultants of the Company and its subsidiaries. The

25 Fees earned in US$. Amount is reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1. CLF’s nominees, Mr. O’Neill and Mr. De Armas, waived all rights to receive retainers, fees and equity compensation from the Company.

26 RSUs amounts are based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020. With the exception of CLF’s nominees, Mr. O’Neill and Mr. De Armas, who waived all rights to receive retainers, fees and equity compensation from the Company, non-executive directors earned additional RSUs in 2021 as follows: (i) Anthony Cina, 130,854 RSUs; (ii) Evgenij Iorich, 87,236 RSUs, and (iii) Ronald Wilkinson, 87,236 RSUs.

27 In Q1 2020 and except for CLF’s nominees, Mr. O’Neill and Mr. De Armas, who waived all rights to receive retainers, fees and equity compensation from the Company, non-executive directors received a catch-up bonus of US$50,000 to settle the shortfall between the actual value of RSUs granted to directors in 2019 (approx. US$38,000) and the intended value of US$100,000.

28 The amount is based on a price per Share of C$0.3268, i.e., the weighted average price per Share for the last 20 trading days of 2020.

==> picture [48 x 15] intentionally omitted <==

following is a summary of the material terms of the Stock Option Plan, qualified in its entirety by the full text of the Stock Option Plan:

The maximum number of options that may be granted under the terms of the Stock Option Plan is equal to 10% of the issued and outstanding Shares at the date of grant.

Subject to the requisite member and regulatory approvals, the Board may at any time amend or revise the terms of and/or discontinue the Stock Option Plan. The Board’s right to amend, revise or discontinue the Stock Option Plan cannot adversely affect the rights of existing optionholders without their prior written consent.

Options granted under the Stock Option Plan cannot have an exercise price that is less than the closing price of the Shares on the TSX-V, or such other exchange on which the Shares may be listed, on the last trading day immediately preceding the grant date, and are exercisable for a period to be determined by the Board up to a maximum of ten years from the grant date. In the event any option expires during or within 48 hours after a black-out period, such options will expire on the 10th day following the end of the blackout period. The vesting of stock options is at the discretion of the Board. Stock options granted under the Stock Option Plan are not transferable or assignable and terminate, subject to the discretion of the Board and certain exceptions as set forth in the Stock Option Plan, on the 90th day following the date of termination of the optionee’s employment or engagement with the Company. The Stock Option Plan does not provide for the granting of stock appreciation rights. The number of Shares subject to options held by any individual will be determined by the Board, but the aggregate number of Shares issuable at any time to any one person pursuant to the grant of options shall not exceed 5% of the total number of Shares then outstanding. The aggregate number of Shares issuable to any one consultant pursuant to the grant of options shall not exceed 2% of the total number of Shares then outstanding within any 12-month period. The aggregate number of Shares issuable to employees or consultants engaged in investor relations activities shall not exceed 2% of the total number of Shares then outstanding within any 12-month period and such options must vest in stages over 12 months with no more than 25% of the options vesting in any three-month period.

If required by a regulatory authority or the Board, amendments to the Stock Option Plan may be made subject to the approval of a majority of the votes cast at a meeting of the members of the Company or by a majority of votes cast by disinterested members at a meeting of members of the Company. If member approval of an amendment to the Stock Option Plan is required by regulatory rules or by a regulatory authority, any options granted under the Stock Option Plan prior to such time will not be exercisable or binding on the Company unless and until such member approval is obtained.

The Board may, subject to receipt of requisite member and regulatory approval, make the following amendments to the Stock Option Plan: (i) any amendment to the number of securities issuable under the Stock Option Plan, including an increase in the percentage of the maximum number of securities or a change from a fixed maximum percentage to a fixed maximum number of securities; (ii) any change to the definition of the eligible participants; (iii) the limitations under the Stock Option Plan on the number of options that may be granted to any one person; (iv) the maximum term of options; and (v) the expiry and termination provisions applicable to options. The approval of disinterested members is required for any reduction in the exercise price of an option held by an insider of the Company.

The Board may, without member approval, in its sole discretion, make all other amendments to the Stock Option Plan that are not of the type contemplated in the preceding paragraph, including without limitation: (i) a change to the vesting provisions of a security or the Stock Option Plan; and (ii) a change to the termination provisions of a security granted under the Stock Option Plan which does not entail an extension beyond the original expiry date.

See also “Matters to be Acted Upon at the Meeting – Approval of Stock Option Plan”.

RSU Plan

In 2016, the Company adopted an RSU plan (the “RSU Plan”). The RSU Plan is designed to promote the alignment of interests among employees, directors, executive officers and members of the Company.

==> picture [48 x 15] intentionally omitted <==

The following is a summary of the material terms of the RSU Plan and is qualified in its entirety by the full text of the RSU Plan:

The RSU Plan is administered by the Board (or a committee thereof) which has the power, subject to the limits imposed by the RSU Plan, to (i) award RSUs; (ii) determine the terms under which RSUs are granted; (iii) interpret the RSU Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the RSU Plan; and (iv) make all other determinations and take all other actions in connection with the implementation and administration of the RSU Plan.

The maximum number of Shares which may be reserved for issuance under the RSU Plan at any time is currently 18,546,282 Shares, subject to adjustments as allowed under the RSU Plan. RSUs may be granted to directors, officers, employees and consultants under the RSU Plan. Under the RSU Plan, the maximum number of RSUs that may be granted to any one eligible person, together with all of the Company’s other share-based compensation arrangements, within any twelve-month period may not exceed 5% of the outstanding Shares at the time of grant.

Additionally, the RSU Plan provides for the following limits on grants: (i) the number of Shares reserved for issue to any one consultant of the Company under the RSU Plan within any twelve month period may not exceed 2% of the issued and outstanding Shares at the time of grant; and (ii) the number of Shares reserved for issue to any one employee of the Company conducting investor relations services within any twelve month period may not exceed 2% of the issued and outstanding Shares at the time of grant.

In the case of US participants, the Company will issue one Share for each vested RSU. In the case of non-US participants, vested RSUs may be redeemed by a participant for either Shares (with each RSU to be redeemed for one Share) or, at the election of the participant, a lump sum payment equal to the amount determined by multiplying the number of RSUs to be redeemed by the market price of the Shares at such time. There are no mandatory vesting provisions. At the discretion of the Board (or a committee thereof), RSUs granted under the RSU Plan may contain vesting conditions.

Unless otherwise determined by the Board, upon the voluntary resignation or the termination for cause of a participant, all of the participant’s RSUs which remain unvested will be forfeited; and upon the termination without cause, the retirement, disability or death of a participant, the participant will have a number of RSUs become vested in a linear manner equal to the number of RSUs subject to forfeiture restrictions multiplied by the number of days during the period commencing on the grant date and ending on the date of termination, retirement, disability or death divided by the number of days during the period commencing on the grant date and ending on the third anniversary of the grant date. In 2020, the Board determined to change the linear vesting of newly granted RSUs upon the termination without cause, the retirement, disability or death of a participant. In respect of 2020 and future RSU grants, the Board determined that (i) upon the termination without cause in connection with a change in control, all of the participant’s RSUs which remain unvested will become vested (outside a change in control, all of the participant’s RSUs which remain unvested will be forfeited); and (ii) upon the retirement, disability or death of a participant, the forfeiture restrictions then applicable will continue to lapse in accordance with the award agreement’s vesting schedule as if employment had continued throughout its term. The changes set out above only apply to newly granted RSUs and do not impact the RSUs which were outstanding at the date the changes were approved by the Board.

Member approval is required for the following amendments to the RSU Plan: (i) an amendment changing the eligibility of a participant under the RSU Plan; (ii) an amendment to remove or exceed the limits on participation under the RSU Plan; (iii) an increase to the aggregate percentage of securities issuable under the plan; and (iv) an amendment granting additional powers to the Board to amend the plan without member approval.

Subject to the policies of the TSX-V, the RSU Plan may be amended without member approval for the following: (i) amendments of a “housekeeping” nature; (ii) amendments necessary to comply with the provisions of applicable law or the applicable rules of the TSX-V, including with respect to the treatment of RSUs granted under the RSU Plan; (iii) amendments respecting the administration of the RSU Plan; (iv) any amendments necessary to suspend or terminate the RSU Plan; and (v) any other amendment not requiring member approval under applicable law (including the policies of the TSX-V).

==> picture [48 x 15] intentionally omitted <==

The Board believes that the RSU Plan is in the best interests of the Company and its members for the Company to continue to secure and retain key personnel and to provide additional motivation to such persons to exert their best efforts on behalf of the Company.

4. AUDIT COMMITTEE DISCLOSURE

The Audit Committee is responsible for monitoring the Company’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of the Company’s external auditors. The Audit Committee is also responsible for reviewing the Company’s annual audited financial statements, unaudited quarterly financial statements and MD&A for both annual and interim financial statements and reviewing related matters prior to approval by the full Board.

CHARTER OF THE AUDIT COMMITTEE

The Charter of the Audit Committee sets out its responsibilities and duties, qualifications for membership, procedures for committee member removal and appointments and reporting to the Board. A copy of the Charter of the Audit Committee is attached as Schedule “A” hereto.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee is currently comprised of three directors: Anthony Cina, Ricardo De Armas and Ronald Wilkinson. All current members of the Audit Committee are financially literate. Messrs. Cina and Wilkinson are considered independent.

The experience and education of each of the current members of the Audit Committee is as follows:

Anthony Cina – Chairman

Mr. Cina has over 30 years’ experience in accounting, finance and tax-related matters and has extensive experience in the mining industry. Mr. Cina serves or has served as a corporate director and board advisor to various mining and technologyrelated public and private companies. Prior to these roles, Mr. Cina served in several senior executive roles with mining companies, most recently as Senior Vice President, Business Administration at Yamana Gold Inc. (“Yamana”). Prior to joining Yamana, Mr. Cina was Chief Financial Officer of Itafos. Mr. Cina is a Chartered Accountant and Chartered Professional Accountant and has received the ICD.D designation from the Institute of Corporate Directors. Mr. Cina holds a Bachelor of Commerce degree from the University of Toronto.

Ricardo De Armas – Director

Mr. De Armas is a Director at Castlelake, L.P. (“Castlelake”). Mr. De Armas joined Castlelake in 2016 as part of the Special Situations team, focused on investments in emerging markets. Prior to joining Castlelake, Mr. De Armas held a senior investment role at an opportunistic family office, where he focused on deep value investments, restructuring and financial advisory. Prior to that, Mr. De Armas was a principal at a private investment firm, where he focused on special situations investments in emerging markets. Earlier in his career, Mr. De Armas was an associate with Citigroup in the Latin America investment banking group, where he advised companies in a wide range of industry sectors on financial and strategic matters. Mr. De Armas serves on numerous boards, including Heron Resources Limited. Mr. De Armas holds a Bachelor of Science in business administration from Universidad Metropolitana and a Master of Business Administration from Harvard Business School.

Ronald Wilkinson – Director

Mr. Wilkinson retired from Agrium Inc. (“Agrium”) in February 2016 after a career spanning 40 years in the fertilizer industry. Mr. Wilkinson served as Senior Vice President and President of Agrium’s Wholesale Business Unit from 2004 through September 2015 where he was responsible for manufacturing operations for 12 production sites, along with the

==> picture [48 x 15] intentionally omitted <==

associated supply chain, sales, marketing and distribution. Prior to this role, Mr. Wilkinson held various positions of increasing responsibility with Agrium, Viridian Inc., Sherritt International Corporation, Imperial Oil Ltd. and Exxon Mobil Corporation. Mr. Wilkinson has served on numerous boards, including the Canadian Fertilizer Institute, Profertil S.A., Canpotex and Fertoz Ltd. and currently serves on the board of Sulvaris Inc. Mr. Wilkinson holds a Bachelor of Science in chemical engineering from the University of Alberta.

RELIANCE ON CERTAIN EXEMPTIONS

The Company is a “venture issuer” pursuant to relevant securities legislation. As such, we are relying on the exemption in Section 6.1 of National Instrument 52-110 – Audit Committees (“NI 52-110”) from the Audit Committee composition requirements of Part 3 and the reporting obligations of Part 5 of NI 52-110. At no time since the commencement of the Company’s most recently completed fiscal year ended December 31, 2020, has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services), or the exemptions in Section 6.1.1 of NI 52-110 with respect to composition of an audit committee of a venture issuer (Circumstance Affecting the Business or Operations of the Venture Issuer, Events Outside Control of Member and Death, Incapacity or Resignation), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

The Charter of the Audit Committee sets out the Company’s policy regarding the provision of non-audit services by the Company’s external auditors. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditor’s independence and requires Audit Committee pre-approval of permitted audit and audit-related services.

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

PricewaterhouseCoopers LLP have acted as auditors to the Company during the year ended December 31, 2020. The fees billed to the Company by PricewaterhouseCoopers LLP during the year ended December 31, 2020 and during the year ended December 31, 2019, were as follows:[29]

ended December 31, 2019, were as follows:29
Fiscal Year Ended	Audit Fees	Tax Fees	All Other Fees
December 31, 2020 C$627,799 C$64,027 C$9,391
December 31,2019 C$841,672 C$33,410 C$27,434

5. CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 – Corporate Governance Guidelines contains a series of guidelines for effective corporate governance. The guidelines address such matters as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices.

The Board believes that sound corporate governance practices are essential to the effective, efficient and prudent operation of the Company and to the enhancement of member value. The Board fulfills its mandate directly and through committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending on the state of the Company’s affairs and in light of opportunities and risks which the Company faces. The Board is kept informed of the Company’s operations at these meetings as well as through reports and discussions with management.

On March 25, 2020, the Board created a Governance and Nominating Committee. During 2020, the Governance and Nominating Committee was comprised of Messrs. Delaney (Chairman), Cina and Wilkinson. Following Mr. Delaney’s appointment as Chief Executive Officer, Mr. Delaney stepped down from the Governance and Nominating Committee and the Board appointed Mr. Wilkinson chairman. The Governance and Nominating Committee is currently comprised of two

29 Fees earned in US$. Amounts are reflected in C$ at the 2020 average exchange rate of C$1.3415 per US$1.

==> picture [48 x 15] intentionally omitted <==

directors: Ronald Wilkinson and Anthony Cina. All current members of the Governance and Nominating Committee are considered independent. A copy of the Charter of the Governance and Nominating Committee is attached as Schedule “B” hereto.

National Instrument 58-101 – Disclosure of Corporate Governance Practices sets out certain corporate governance disclosure required to be made by companies on an annual basis, which is set forth below.

BOARD OF DIRECTORS

Anthony Cina, Evgenij Iorich and Ronald Wilkinson are currently considered “independent directors” of the Board. Rory O’Neill and Ricardo De Armas are not considered independent as they are nominees of CLF. Mr. Delaney is not considered independent as he is currently the Chief Executive Officer of the Company. The Board will meet on a regular basis. The independent directors are encouraged to have open and frank discussions. Mr. Cina, as Chairman, is responsible for chairing all meetings of the Board, providing leadership to the Board, managing the Board, acting as liaison between the Board and management and representing the Company to external groups.

Directors of the Company do not hold directorships in other public companies, with the exception of:

Mr. Cina, who is a director of Tempus Resources Limited (ASX:TMR);
Mr. De Armas, who is a director of Heron Resources Limited (ASX:HRR); and
Mr. Iorich, who is a director of Nevada Copper Corp. (TSX:NCU).

Board Mandate

The Board is responsible for the general supervision of the management of the business as well as for the oversight and review of the strategic planning process of the Company. The Board discharges its responsibilities directly and through its committees. The Board meets regularly to review the business operations, financial condition, financial results and strategic direction of the Company. A copy of the Charter of the Board is attached as Schedule “C” hereto. Throughout the fiscal year ended December 31, 2020, the committees of the Board consisted of the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee of the Board. The Compensation Committee is comprised of Messrs. Wilkinson (Chairman), De Armas and Iorich. A copy of the Charter of the Compensation Committee is attached as Schedule “D” hereto.

Position Descriptions

Written position descriptions have been developed by the Board for the Chairman of the Board and the Chairman of each committee of the Board. The Board, together with the Chief Executive Officer, has also developed a written role statement for each of the Chief Executive Officer and Chief Financial Officer.

Orientation and Continuing Education

The Company has an orientation process for new directors and is working towards establishing a more formal education program for its directors. The Company also provides for an annual allowance in the amount of US$5,000 for each director to atten ~~d~~ workshops, courses and other events of interest in connection with director education.

Ethical Business Conduct

The Board has adopted a Code of Ethics and Business Practices (the “Code”) for its directors, officers and employees as well as those of its subsidiaries and affiliates. The Board has responsibility for monitoring compliance with the Code by ensuring all such directors, officers, employees and consultants receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the Company’s Chief Executive Officer or other appropriate person. A copy of the Code may be accessed electronically under the Company’s profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

==> picture [48 x 15] intentionally omitted <==

The Code is intended to document the principles of conduct and ethics to be followed by the Company, its subsidiaries and affiliates and each entity’s respective directors, officers, employees and consultants. Its purpose is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest. All directors, officers, employees and consultants are also required to adhere to the Company’s other policies including those related to timely disclosure, confidentiality and insider trading. The Chief Executive Officer is responsible for monitoring compliance with the Code.

If a director or an officer is a party to a material transaction or contract or a proposed material transaction or contract with the Company, or, if the director or officer is a director or an officer or an individual acting in a similar capacity of, or has a material interest in, a party to a material transaction or contract or a proposed material transaction or contract with the Company, he or she is required to comply with the disclosure of interest provisions of the Company’s Memorandum and Articles of Association, which require written disclosure to the Company by the director or officer, or a request by the director or officer to have entered in the minutes of meetings of directors the nature and extent of his or her interest. In addition, the Board is given an opportunity to discuss such contracts or transactions in the absence of the interested director.

Board Assessments

As of December 31, 2020, it was the responsibility of the Governance and Nominating Committee to assess and make recommendations to ensure the effectiveness of the Board, its Committees and individual Directors. As such, the Governance and Nominating Committee was responsible for ensuring the effectiveness of the process the Board follows and the quality of information provided to Directors by management.

Director Term Limits and Board Renewal

The Board has not adopted term limits for its members. As of December 31, 2020, it was the responsibility of the Governance and Nominating Committee to conduct annual assessments of each of its members to determine suitability for such member to stand for re-election at the annual meeting of members.

Board Diversity

The Board is committed to adhering to the principles of diversity and recognizes the importance of diverse backgrounds, skills and experience as well as other diversity factors such as age, tenure, gender, independence, race and membership in other public boards when considering potential candidates who possess the core skills and qualities for serving on the Board as well as in executive management positions of the Company. The Board has not adopted a formal written policy or targets relating to the identification and nomination of women directors at this time. The Company currently has no women in director roles.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the Company’s directors, executive officers or employees, or former directors, executive officers or employees, nor any associate of such individuals, is as at the date hereof, or has been, during the year ended December 31, 2020, indebted to the Company or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding of the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No (a) director or executive officer of the Company who has held such position at any time since January 1, 2020; (b) proposed nominee for election as a director of the Company; or (c) associate or affiliate of a person in (a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except that directors and executive officers of the Company may have an interest in the resolution

==> picture [48 x 15] intentionally omitted <==

regarding the approval of the Company’s Stock Option Plan, as such persons are eligible to participate in the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out below, since January 1, 2020, no informed person of the Company, nominee for election as a director of the Company, or any associate or affiliate of an informed person or nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries.

On December 31, 2019, the Company announced that it had executed an amended and restated credit and guaranty agreement (the “A&R Credit Agreement”). Lenders to the A&R Credit Agreement include funds managed by BlackRock and a syndicate of other lenders including CLF. On January 31, 2020, the Company announced that, following receipt of the necessary approvals from the TSX-V, it had issued 5,000,000 Shares to its lenders pursuant to the A&R Credit Agreement. The 5,000,000 Shares were issued in exchange for, among other things, eliminating additional interest of 1% per annum payable in cash for each quarter that the Company’s consolidated secured leverage ratio is equal to or greater than 4.00:1.00 at the end of such quarter. Of the 5,000,000 Shares, 812,506 Shares were issued to CLF. The head office of CLF is located at 4600 Wells Fargo Center, 90 South 7th Street Minneapolis, MN, 55402.

6. MATTERS TO BE ACTED UPON AT THE MEETING

FINANCIAL STATEMENTS

The audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2020, together with the report of the auditor’s thereon and MD&A, will be placed before members of the Company at the Meeting. No vote or action by members of Company is required with respect to this matter.

ELECTION OF DIRECTORS

The Company’s Memorandum and Articles of Association provide that the Board shall consist of a minimum of three directors. Ordinary resolutions to appoint each of the six persons named below as directors of the Company (the “Nominees”) will be proposed at the Meeting, such resolution with respect to each director to be substantially as set forth below. Unless otherwise directed, the persons named in the accompanying proxy intend to vote FOR the election of the Nominees whose names are set forth below.

“BE IT RESOLVED, BY WAY OF ORDINARY RESOLUTION, THAT each of Anthony Cina, Ricardo De Armas, G. David Delaney, Evgenij Iorich, Rory O’Neill and Ronald Wilkinson, be appointed as a director of the Company with immediate effect to hold office in accordance with the Memorandum and Articles of Association of the Company.”

Management does not contemplate that any of the Nominees will be unable to serve as a director of the Company, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying proxy to vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. Each director elected will hold office until the close of the next annual general meeting of members of the Company following his election or until his successor is duly elected or appointed unless his office is earlier vacated in accordance with the Company’s Memorandum and Articles of Association.

Director Nominees

The following table sets forth the name of each Nominee, his province or state and country of residence, his principal occupation, the date upon which he became a director of the Company and the number of Shares beneficially owned, controlled or directed by such Nominee as of April 26, 2021. The statement as to the Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the Nominees is, in each instance, based upon information furnished by the Nominee concerned.

==> picture [48 x 15] intentionally omitted <==

Name, Province/State and Country of Residence	Principal Occupation	Period(s) Served as Director	Number of Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Anthony Cina Ontario, Canada Corporate Director and Board Advisor Director since April 21, 2015 359,12530
Ricardo De Armas Minneapolis, US Director, Castlelake Director since March 3, 2020 405,000
G. David Delaney Illinois, US Chief Executive Officer, Itafos Director since February 6, 2017 160,376
Evgenij Iorich Zurich, Switzerland Managing Partner, Pala Director since July 11, 2017 12,319,85931
Rory O’Neill Minneapolis, US Chief Executive Officer and Managing Partner, Castlelake Director since March 3, 2020 124,961,72232
Ronald Wilkinson Alberta, Canada Corporate Director and Board Advisor Director since January 12, 2018 113,293

The principal occupations, businesses or employment of each of the Nominees are disclosed in the biographies set forth below.

Anthony Cina – Chairman

Mr. Cina has over 30 years’ experience in accounting, finance and tax-related matters and has extensive experience in the mining industry. Mr. Cina serves or has served as a corporate director and board advisor to various mining and technologyrelated public and private companies. Prior to these roles, Mr. Cina served in several senior executive roles with mining companies, most recently as Senior Vice President, Business Administration at Yamana. Prior to joining Yamana, Mr. Cina was Chief Financial Officer of Itafos. Mr. Cina is a Chartered Accountant and Chartered Professional Accountant and has received the ICD.D designation from the Institute of Corporate Directors. Mr. Cina holds a Bachelor of Commerce degree from the University of Toronto.

Ricardo De Armas – Director

Mr. De Armas is a Director at Castlelake. Mr. De Armas joined Castlelake in 2016 as part of the Special Situations team, focused on investments in emerging markets. Prior to joining Castlelake, Mr. De Armas held a senior investment role at an opportunistic family office, where he focused on deep value investments, restructuring and financial advisory. Prior to that, Mr. De Armas was a principal at a private investment firm, where he focused on special situations investments in emerging markets. Earlier in his career, Mr. De Armas was an associate with Citigroup in the Latin America investment banking group, where he advised companies in a wide range of industry sectors on financial and strategic matters. Mr. De Armas serves on numerous boards, including Heron Resources Limited. Mr. De Armas holds a Bachelor of Science in business administration from Universidad Metropolitana and a Master of Business Administration from Harvard Business School.

G. David Delaney – Director

Mr. Delaney is a senior executive with over 30 years’ experience in leadership roles within the fertilizer and agricultural sectors. Mr. Delaney previously served as Chief Commercial Officer at Farmer’s Business Network Inc., an independent network of thousands of North America’s most advanced farmers. Prior to that, Mr. Delaney served as a Strategic Advisor for Paine & Partners, LLC (now Paine Schwartz Partners), a private equity firm that focuses on the large and growing food and agricultural sectors. Prior to these roles, Mr. Delaney was the Executive Vice President and Chief Operating Officer of

30 1,300 Shares are beneficially owned by Cina & Associates Inc., of which Mr. Cina is an executive officer.

31 Pala has direct and indirect ownership of 12,152,566 Shares. Mr. Iorich, by virtue of his position as Managing Partner and Director at Pala, may be deemed to exercise control or direction over these Shares.

32 CLF has direct ownership of 124,961,722 Shares. Castlelake serves as the investment manager to the funds holding 100% of the membership interest in CLF. Mr. O’Neill, by virtue of his position as Chief Executive Officer and Managing Partner of Castlelake, may be deemed to exercise control or direction over the Shares owned by CLF.

==> picture [48 x 15] intentionally omitted <==

Potash Corporation of Saskatchewan Inc. (“PotashCorp”) where he oversaw operations across the company’s business segments, spanning 16 different sites. Earlier in his career at PotashCorp, Mr. Delaney served as President of Sales and Marketing where he led the centralization of the global sales function and had oversight of all sales, marketing, market research, transportation and distribution activities. Prior to joining PotashCorp, Mr. Delaney held various sales and product positions at Arcadian Corporation Ltd. until it was acquired by PotashCorp in 1997. Mr. Delaney has served on numerous boards, including Arab Potash Company, Brandt, Farmers Business Network, Inc., Orbis Health Solutions and Willard AgriService, and other industry boards, including Canpotex, Fluid Fertilization Association, Phosphate Chemicals Expert Association and the International Plant Nutrition Institute, and currently serves as President of the Southern Illinois University Foundation. Mr. Delaney holds a Bachelor of Science in Agriculture from Southern Illinois University.

Evgenij Iorich – Director

Mr. Iorich serves as a Managing Partner at Pala Investments Ltd. (“Pala”) and is responsible for oversight of Pala’s private equity and liquid equity investment portfolios, as well as high-yield corporate debt portfolio. Mr. Iorich joined Pala in September 2006 and has since worked on a wide range of strategic initiatives, M&A opportunities, operational and financial planning and structuring in emerging markets. Mr. Iorich’s commodities experience extends across a broad range of bulk commodities, precious and base metals, uranium, minor metals and other commodities. Prior to joining Pala, Mr. Iorich held senior roles at Mechel. Mr. Iorich serves on the board of Nevada Copper Corp. Mr. Iorich holds a Master of Arts from the University of Zurich.

Rory O’Neill – Director

Mr. O’Neill is Chief Executive Officer and Managing Partner at Castlelake. Mr. O’Neill founded Castlelake in 2005 and is responsible for the firm’s overall direction, including all investment and operational activities, as well as establishing the firm’s vision, culture and investment approach. Mr. O’Neill also serves as chair of Castlelake’s Investment Review Committee and has overseen more than $25 billion of global investments in more than 60 countries across a variety of sectors including agribusiness, minerals, energy and transportation. Prior to founding Castlelake, Mr. O’Neill was a senior managing director at Cargill Value Investment (now CarVal Investors) where he helped establish and grow the firm’s global investment business. Early in his career, Mr. O’Neill was a certified public accountant at KPMG. Mr. O’Neill serves on the Board of Trustees of the University of St. Thomas. Mr. O’Neill holds a Bachelor of Arts in business administration and biology from the University of St. Thomas and a Master of Business Administration from the University of Pennsylvania.

Ronald Wilkinson – Director

Mr. Wilkinson retired from Agrium in February 2016 after a career spanning 40 years in the fertilizer industry. Mr. Wilkinson served as Senior Vice President and President of Agrium’s Wholesale Business Unit from 2004 through September 2015 where he was responsible for manufacturing operations for 12 production sites, along with the associated supply chain, sales, marketing and distribution. Prior to this role, Mr. Wilkinson held various positions of increasing responsibility with Agrium, Viridian Inc., Sherritt International Corporation, Imperial Oil Ltd. and Exxon Mobil Corporation. Mr. Wilkinson has served on numerous boards, including the Canadian Fertilizer Institute, Profertil S.A., Canpotex and Fertoz Ltd. and currently serves on the board of Sulvaris Inc. Mr. Wilkinson holds a Bachelor of Science in chemical engineering from the University of Alberta.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as set out in the paragraph immediately following the bullets below:

no proposed director of the Company is, or within 10 years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant

==> picture [48 x 15] intentionally omitted <==

company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
no proposed director of the Company is, or has been within 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
no proposed director of the Company has, within the 10 years prior to the date hereof, became 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 proposed director; or
no proposed director of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

In early 2015, in light of the Company’s financial constraints at the time, the Company undertook a strategic review process. This process ultimately led to the Company pursuing completion of a recapitalization transaction in 2016 (the “Recapitalization”) under an amended and restated plan of compromise and arrangement under the Companies’ Creditors Arrangement Act (Canada) and an extrajudicial restructuring proceeding in Brazil. Mr. Cina was a director of the Company when the Company pursued the Recapitalization. The Company completed the Canadian portion of the Recapitalization on October 27, 2016, and the Brazilian portion of the Recapitalization on March 31, 2017.

APPOINTMENT OF AUDITORS

The Board proposes to nominate for appointment PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company to hold office until the next annual general meeting of members of the Company and to authorize the Board to fix the auditor’s remuneration. PricewaterhouseCoopers LLP were first appointed as auditors of the Company on December 24, 2009.

Accordingly, the Company is asking members at the Meeting to pass an ordinary resolution approving the appointment of PricewaterhouseCoopers LLP as auditors of the Company and to authorize the Board to fix the auditors’ remuneration, such resolution to be substantially as set forth below. Unless otherwise directed, the persons named in the accompanying proxy intend to vote FOR the appointment of PricewaterhouseCoopers LLP as auditors of the Company.

“BE IT RESOLVED, BY WAY OF ORDINARY RESOLUTION, THAT:

the appointment of PricewaterhouseCoopers LLP as auditors of the Company be approved; and
the Board be authorized to fix the auditors’ remuneration.”

APPROVAL OF STOCK OPTION PLAN

Pursuant to the rules of the TSX-V, the Company is required to obtain member approval for the Stock Option Plan on an annual basis at the Company’s annual general meeting. A description of the Stock Option Plan is set out under the section entitled “Directors and Executive Officers Compensation – Stock Option Plan” in this Circular. Accordingly, the Company is asking members at the Meeting to pass an ordinary resolution approving the Stock Option Plan in its current form, such resolution to be substantially as set forth below. Unless otherwise directed, the persons named in the enclosed proxy intends to vote FOR the approval of the Stock Option Plan.

==> picture [48 x 15] intentionally omitted <==

“BE IT RESOLVED, BY WAY OF ORDINARY RESOLUTION, THAT:

the Stock Option Plan is hereby authorized and approved;
the Company shall be entitled to grant stock options under the Stock Option Plan from the date hereof until the next annual general meeting of members of the Company;
any officer or director of the Company is hereby authorized to amend the Stock Option Plan should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX-V; and
any director or officer of the Company be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her discretion, determine to be necessary to give effect to the foregoing resolutions.”

CONTINUATION INTO DELAWARE

General

The Board is proposing to “continue” the Company's jurisdiction of incorporation from the Cayman Islands (the “Continuation”) to the State of Delaware under Section 201 of the Companies Act (as Revised) as amended (the “Companies Act”), also referred to as a “domestication” (the “Domestication”) under Section 388 of the Delaware General Corporation Law (the “DGCL”), and to approve a new certificate of incorporation (the “Certificate of Incorporation”) to be effective as of the date of the Domestication.

Upon the completion of the Domestication, the Company will become subject to the DGCL but will be deemed, for the purposes of the DGCL, to have commenced its existence in Delaware as of the date of the Company’s original incorporation. Under the DGCL, a corporation becomes domesticated in Delaware by filing a certificate of corporate domestication and a certificate of incorporation for the corporation being domesticated. Subject to the satisfaction of certain conditions, including receipt of the requisite approval by members, the Board has unanimously approved the Domestication to the State of Delaware and the related Certificate of Incorporation and by-laws (the “By-Laws”) and believes the Domestication to be in the best interests of the Company and its shareholders, and unanimously recommends the approval of the Continuance Resolution (as defined below) by the shareholders.

The Continuation shall be conditional upon the Board of Directors, in their sole discretion, considering it to be in the best interests of the Company to submit the necessary documents required under section 206 of the Companies Act to deregister the Company as an exempted company with the Registrar of Companies in the Cayman Islands.

The Domestication will be effective on the date set out in the certificate of corporate domestication, a copy of which is attached to this Circular as Schedule E, and the Certificate of Incorporation, as filed with the office of the Secretary of State of the State of Delaware. Thereafter, the Company will be subject to the Certificate of Incorporation filed in Delaware, a copy of which is attached to this Circular as Schedule F. In conjunction with the Domestication, the Board intends to adopt the proposed By-Laws, a copy of which are attached to this Circular as Schedule G. Conversely, upon deregistration of the Company under the Companies Act, the Registrar of Companies (the “Registrar”) shall issue a certificate of de-registration specifying the date of such deregistration, which is expected to be the date of Domestication in Delaware. The Registrar shall forthwith give notice in the Gazette of the de-registration of the Company and the jurisdiction under the laws of which the Company has been registered by way of continuation.

The Domestication to Delaware will not interrupt the Company’s corporate existence or operations. Furthermore, the Domestication will not affect the Company’s status as a reporting issuer in each of the Provinces of Canada where it is currently a reporting issuer and the Company will continue to be subject to the continuous disclosure obligations under the applicable securities laws of such jurisdictions following the Domestication. The Company’s Shares will continue to be listed on the TSX-V under the trading symbol “IFOS” following the Domestication and the Company will continue to be subject to the rules and policies of the TSX-V. Each outstanding Share at the time of the Domestication will remain issued and outstanding as a Share of the Company’s common stock after its corporate existence is continued from the Cayman Islands and domesticated in Delaware under the DGCL.

==> picture [48 x 15] intentionally omitted <==

Principal Reasons for the Domestication

The Board believes that there are significant advantages to the Company that will arise as a result of a change of the Company’s domicile to Delaware. Further, the Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. The Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, some of which can be summarized as follows:

Location of Assets and Tax Efficiency. As the majority of the Company’s operations and assets are currently located in the United States as opposed to foreign jurisdictions, the reasons for and advantages of having the Company incorporated under the laws of the Cayman Islands are no longer as relevant. Further, the Company expects that the Domestication will result in a more tax efficient structure for the Company and its subsidiaries.
Prominence, Predictability, and Flexibility of Delaware Law . For many years Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as the Company’s.
Well-Established Principles of Corporate Governance . There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. The Board believes such clarity would be advantageous to the Company, the Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for the Company’s shareholders from possible abuses by directors and officers.
Improved Marketability and Strategic and Capital Raising Opportunities. The Board also believes that domiciling in the United States may enhance shareholder value over the long term with greater acceptance of the Company in the capital markets and improved marketability of its Shares. The Company’s Shares are presently covered by one securities analyst in Canada; however, the Company believes there is a greater likelihood of expanding such coverage in the future if the Company moves its domicile to the United States. The Board further believes that being domiciled in the United States should increase the Company’s flexibility to enter into certain types of mergers, acquisitions and business combination transactions with other U.S. corporations which, if it remained a Cayman Islands corporation, could be more difficult to accomplish due to adverse tax consequences.

Based on the foregoing, the Board believes that it is in the best interests of the Company and its shareholders to continue the Company from the Cayman Islands to Delaware.

==> picture [48 x 15] intentionally omitted <==

Effects of the Continuation

While the rights and privileges of stockholders of a Delaware corporation are, in certain instances, comparable to those of shareholders of a Cayman Islands company, there are material differences between Cayman Islands corporate law and Delaware corporate law with respect to stockholders’ rights, and Delaware law may offer stockholders more or less protection depending on the particular matter.

Applicable Corporate Law

Upon Domestication, the Company’s legal jurisdiction of incorporation will be Delaware and all matters of corporate law will be determined under the DGCL. The Company will no longer be subject to the provisions of the Companies Act; although, it will retain its original incorporation date as the Company’s date of incorporation for purposes of the DGCL.

Business and Operations

If approved, the Domestication will, upon becoming effective, effect a change in the Company’s legal jurisdiction of incorporation, but its business and operations will remain the same.

Assets, Liabilities, Obligations, Etc.

Under Delaware law, as of the effective date of the Domestication, all of the Company’s assets, property, rights, liabilities and obligations immediately prior to the Domestication will continue to be the Company’s assets, property, rights, liabilities and obligations. The Companies Act will cease to apply to the Company on the date set forth in the certificate of de-registration issued by the Registrar, which the Company anticipates will be the date of Domestication in Delaware. Thereafter, the Company will be subject to the obligations imposed under Delaware corporate law.

Board of Directors

The Board currently consists of six directors. Immediately following the Domestication, the Board will be unchanged.

Outstanding Shares

The existing certificates representing the Shares will continue to represent the same number of the same classes of the Company’s common stock after the Domestication without any action on the part of shareholders. Shareholders will not be required to exchange any share certificates and the Company will only issue new certificates to shareholders upon request or upon a transfer of Shares. Holders of outstanding Options, RSUs and DSUs will continue to hold the same securities following the Company’s Domestication to Delaware, which will remain exercisable for an equivalent number of Shares of the same class of common stock and for the equivalent exercise price per Share, without any action by the holder.

Shareholder Approval

The Continuation is subject to various conditions including shareholder approval, by way of special resolution, of the Continuation and the proposed Certificate of Incorporation and By-Laws for Delaware. A copy of the continuation resolution to be presented for approval at the Meeting (the “Continuance Resolution”) is set out below under the heading “Continuance Resolution”. Under the Companies Act and the Company’s second amended and restated memorandum and articles of association (the “Articles”), the change of jurisdiction requires affirmative votes, whether in person or by proxy, from at least two-thirds of the votes cast by the holders of Shares at the Meeting where a quorum is present.

==> picture [48 x 15] intentionally omitted <==

limit on the duration of the authorization resulting from a favorable shareholder vote; however, the Company expects the Continuation will occur prior to the end of the second quarter of 2021.

Regulatory and Other Approvals

The Continuation is also subject to the authorization of the Registrar appointed under the Companies Act and the acceptance of the TSX-V. The Registrar is empowered to authorize the change of jurisdiction if, among other things, the Registrar is satisfied that the change of jurisdiction will not adversely affect the Company’s creditors or shareholders.

Subject to authorization of the Continuation by the Registrar, the approval of the Company’s Board, shareholders and lenders, and the acceptance of the TSX-V, the Company anticipates that it will file a certificate of corporate domestication and the proposed Certificate of Incorporation pursuant to Section 388 of the DGCL with the Secretary of State of the State of Delaware and adopt the proposed Delaware By-Laws prior to the end of the second quarter of 2021, and that the Company will be domesticated in Delaware on the effective date of such filings. At the same time, the Company intends to give notice to the Registrar under the Companies Act that it has been domesticated under the laws of the State of Delaware and request that the Registrar issue a certificate of de-registration and publish notice of the Company’s discontinuance from the Cayman Islands effective the same date as the Company’s certificate of corporate domestication and Certificate of Incorporation from the Secretary of State of the State of Delaware.

There is no certainty that all conditions precedent to the completion of the Continuation will be satisfied or waived, or as to the timing of their satisfaction or waiver. In particular, the completion of the Continuation is subject to the approval of certain third parties, including the Registrar, the TSX-V and the Company’s lenders. If the Company cannot obtain these approvals, the Continuation will not occur. A delay in fulfilling these conditions would delay the completion of the Continuation.

Comparison of Stockholder Rights

Attached as Schedule H is a summary of certain principal differences between (a) Cayman Islands corporate law and the Company’s current Articles and (b) Delaware corporate law and the Company’s proposed Certificate of Incorporation and By-Laws that could materially affect the rights of the Company’s shareholders. The proposed certificate of corporate domestication, the Certificate of Incorporation and By-Laws to be adopted in conjunction with the Company’s Domestication into Delaware are attached to this Circular as Schedule E, Schedule F and Schedule G, respectively. This summary is not, however, intended to be complete, is qualified in its entirety by reference to the DGCL, the Companies Act and the governing corporate instruments of the Company and should not be considered as legal advice to any particular shareholder. A shareholder who has any questions about such matters should consult with the shareholder’s own advisors.

Proposed Certificate of Incorporation and By-Laws

The Company’s proposed Certificate of Incorporation and By-Laws include certain provisions that do not simply reflect the default provisions of Delaware law. Such provisions include:

By-Laws . Under Delaware law, unless otherwise provided in the certificate of incorporation or by-laws, the holders of a majority in voting power of the shares present at a meeting of stockholders have the power to adopt, amend or repeal the by-laws of the corporation. In addition, if the certificate of incorporation so provides, the board of directors also has the power to adopt, amend or repeal the by-laws. The Company’s proposed Certificate of Incorporation and By-Laws provide that the Board has the power to adopt, amend or repeal the By-Laws. Additionally, the Company’s proposed Certificate of Incorporation and By-Laws provide that a vote of the holders of at least two-thirds of the outstanding voting power of the Shares will be required to adopt, amend, or repeal the By-Laws.

Presentation of Nominations and Proposals at Meetings of Stockholders . Delaware law does not provide procedures for stockholders to nominate individuals to serve on the board of directors or to present other proposals at meetings of stockholders. The Company’s proposed By-Laws contain procedures governing stockholder nominations and stockholder proposals. To nominate an individual to the Board at an annual stockholders meeting, or to present other proposals at an

==> picture [48 x 15] intentionally omitted <==

annual meeting, a stockholder must provide advance notice to the Company not earlier than 120 days and not later than 90 days prior to the first anniversary of the date of the annual meeting for the preceding year; provided, however, that in the event the date of the annual meeting has been changed by more than thirty (30) days from the date of the prior year’s meeting, notice by the stockholder must be received not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting, or if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of the annual meeting, then the 10th day following the public announcement.

Number of Directors . Under Delaware law, the number of directors is fixed by, or in the manner provided in, the by-laws of a corporation, unless the certificate of incorporation fixes the number of directors. The Company’s proposed Certificate of Incorporation and By-Laws provide that the authorized number of directors shall be determined from time to time by resolution of the Board, provided that the Board shall consist of at least three directors.

Vacancies and Newly Created Directorships . Under Delaware law, vacancies and newly created directorships may be filled by a majority of directors then in office unless the certificate of incorporation or the by-laws otherwise provide. The Company’s proposed Certificate of Incorporation provides that any vacancies and newly created directorships on the Board may be filled only by vote of a majority of the remaining members of the Board, although less than a quorum, at any meeting of the Board.

TAX CONSIDERATIONS

Certain U.S. Federal Income Tax Considerations

The following summary is a discussion of certain U.S. federal income tax considerations of the Domestication generally applicable to holders of Shares. This section applies only to holders that hold their Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). It does not apply to holders of options, warrants, or promissory notes.

This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a particular holder in light of such holder’s circumstances or status, nor does it address tax considerations applicable to a holder subject to special rules, including:

a dealer or broker in securities or currencies;
a trader in securities that elects to use a mark-to-market method of accounting;
a tax-exempt organization, qualified retirement plan, individual retirement account or other tax-deferred account;
a bank or other financial institution;
an insurance company, real estate investment trust, regulated investment company or mutual fund;
a person that actually or constructively owns 10% or more of the Company’s stock, by vote or value;
a person that holds Shares as part of a straddle, hedge, conversion transaction, constructive sale or other arrangement involving more than one position;
a U.S. Holder whose functional currency is not the U.S. dollar;
U.S. Holders subject to the alternative minimum tax provisions of the Code or the Medicare tax on net investment income;
a partnerships or other pass-through entity (including subchapter S corporations) and investors therein;
U.S. Holders that hold their Shares through non-U.S. brokers or other non-U.S. intermediaries;
a holder that received Shares as compensation for services;
a U.S. expatriate;
a controlled foreign corporation; or
a passive foreign investment company.

This discussion is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury regulations promulgated under the Code, and published judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to differing interpretations and to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not

==> picture [48 x 15] intentionally omitted <==

address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

The Company has not and does not intend to seek a legal opinion from U.S. counsel or a ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the Domestication. There can be no assurance that the IRS will not take positions concerning the tax consequences of the Domestication that are inconsistent with this summary or that any such positions would not be sustained by a court.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Holders

For purposes of this discussion, a U.S. Holder means a beneficial owner of Shares who is, for U.S. federal income tax purposes:

an individual citizen or resident of the United States,
a corporation created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia,
an estate whose income is subject to U.S. federal income tax regardless of its source, or
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

If a partnership (or any entity classified as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Shares and persons that are treated as partners of such partnerships should consult their own tax advisors as to the particular U.S. federal income tax consequences of the Domestication.

Effects of the Domestication on U.S. Holders of Shares

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code. Under Section 368(a)(1) (F) of the Code, a reorganization (an “F Reorganization”) is a “mere change in identity, form, or place of organization of one corporation, however effected.” Pursuant to the Domestication, the Company will change its jurisdiction of incorporation from the Cayman Islands to Delaware.

It is intended that the Domestication qualify as an F Reorganization. Assuming the Domestication so qualifies, U.S. Holders of Shares generally should not recognize taxable gain or loss on the Domestication for U.S. federal income tax purposes, except as provided below under the caption headings “— Effects of Section 367 to U.S. Holders of the Shares” and “— PFIC Considerations.”

Basis and Holding Period Considerations

Assuming the Domestication qualifies as an F Reorganization: (i) the tax basis of a Company Share received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in a Share deemed surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder and (ii) the holding period for a Company Share received by a U.S. Holder in the Domestication will include such U.S. Holder’s holding period for the Share deemed surrendered in exchange therefor.

Effects of Section 367 to U.S. Holders of the Shares

==> picture [48 x 15] intentionally omitted <==

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a Domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes income tax on certain U.S. Holders in connection with transactions that would otherwise be tax-free. If the fair market value of the Shares of a U.S. Holder are less than $50,000 on the effective date of the Domestication, Code section 367 will not apply to the U.S. Holder, and subject to the discussion under the heading “— PFIC Considerations” the U.S. federal income tax consequences to such U.S. Holder should be as discussed above under the heading “— Effects of the Domestication on U.S. Holders of Shares”.

If a U.S. Holder owns Shares on the date of the Domestication with a fair market value of $50,000 USD or more, such U.S. Holder will recognize gain (but not loss) with respect to the Domestication. The amount of gain will equal the difference between the fair market value of the Shares that the U.S. Holder is deemed to receive in connection with the Domestication and the U.S. Holder’s adjusted tax basis in the Shares deemed surrendered in the exchange. If a U.S. Holder acquired different blocks of Shares at different times or at different prices, any gain will be determined separately with respect to each block of Shares.

Rather than recognizing gain, the applicable Treasury regulations generally permit a U.S. Holder to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s Shares. A U.S. Holder’s “all earnings and profits amount” is the net positive earnings and profits of the Company attributable to the U.S. Holder’s Shares (as determined for U.S. federal income tax purposes) but without regard to any gain that would be realized on a sale or exchange of such Shares. The Company has not calculated, nor has it maintained calculations of, its earnings and profits for U.S. federal income purposes. Therefore, U.S. Holders will not have the information necessary to enable them to make the “all earnings and profits amount” election in connection with the Domestication.

All U.S. Holders of Shares should consult their own tax advisors with respect to the effect of Section 367 of the Code to their particular circumstances.

PFIC Considerations

The Domestication could also be a taxable event to U.S. Holders under the passive foreign investment company (“PFIC”) provisions of the Code if the Company is or ever was a PFIC.

A. Definition of a PFIC

In general, the Company will be a PFIC if, for any taxable year, (a) at least 75% or more of the Company’s gross income for the year was passive income or (b) at least 50% or more of the value of the Company’s assets is attributable to assets that produce or are held to produce passive income. Passive income generally includes dividends, interest, rents, royalties and gains from the disposition of passive assets.

B. PFIC Status of the Company

The Company does not express an opinion as to whether it is or ever was a PFIC and there can be no assurance that the Company is not, or has not been, a PFIC. The determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make a determination.

C. Effects of PFIC Rules on the Domestication

Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury regulations are currently in effect under Section 1291(f). However, proposed Treasury regulations under Section 1291(f) have been promulgated with a retroactive effective date. If finalized in their current form, those regulations may require taxable gain recognition to U.S. Holders of Shares upon the Domestication if the Company were classified as a PFIC at any time during such U.S. Holder’s holding period and the U.S. Holder had not made (i) a “qualified electing fund” election under Section 1295 of the Code for the first taxable year in which the U.S. Holder owned Shares or in which the Company was a PFIC, whichever is later, or (ii) a “mark-to-market” election under Section 1296 of the Code with respect to such U.S. Holder’s Shares. The

==> picture [48 x 15] intentionally omitted <==

tax on any such recognized gain would be imposed at the highest rate applicable to ordinary income rateably over the U.S. Holder’s holding period for the Shares and an interest charge would apply based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of the Company.

The PFIC rules are complex. All U.S. Holders of Shares should consult their own tax advisors with respect to the effect of the PFIC provisions of the Code to their particular circumstances.

Non-U.S. Holders

Effects of the Domestication on non-U.S. Holders of Shares

The following summary describes certain U.S. federal income tax considerations relating to the ownership and disposition of Shares by a non-U.S. Holder after the Domestication. For purposes of this discussion, a non-U.S. Holder means a beneficial owner of Shares who is, for U.S. federal income tax purposes, not a U.S. Holder or an entity or arrangement classified as a partnership for U.S. federal income tax purposes.

Distributions

In general, distributions made to a non-U.S. Holder on Shares, to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes. Provided such dividends are not effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States, the dividends will be subject to U.S. federal withholding tax on the gross amount at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of or exemption from withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (generally an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the non-U.S. Holder’s adjusted tax basis in its Shares and then, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Shares, which will be treated as described under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Shares” below.

Dividends paid by the Company to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. Holder in the U.S.) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (generally by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax on a net basis at the same graduated individual or corporate rates applicable to U.S. Holders. If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to an additional “branch profits tax.”

Gain on Sale, Exchange or Other Taxable Disposition of Shares

A non-U.S. Holder will generally not be subject to U.S. federal income tax on gain realized on a sale, exchange or other disposition of Shares unless:

(i) such non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other requirements are met, in which case any gain realized would generally be subject to a flat 30% U.S. federal income tax,
(ii) the gain is effectively connected with a trade or business of the non-U.S. Holder in the United States, (and, if an applicable treaty so requires, is attributable to a permanent establishment of the non-U.S. Holder in the United States), in which case the gain would be subject to U.S. federal income tax on a net basis at the regular graduated rates and in the manner applicable to U.S. Holders and, if the nonU.S. Holder is a corporation, an additional “branch profits tax” may also apply, or

==> picture [48 x 15] intentionally omitted <==

(iii) the Company is or has been a U.S. real property holding corporation at any time within the five-year period preceding the disposition or during the non-U.S. Holder’s holding period, whichever period is shorter, and either (A) the Shares are not regularly traded on an established securities market or (B) the non-U.S. Holder has owned or is deemed to have owned, at any time within the five-year period preceding the disposition or during the non-U.S. Holder’s holding period, whichever period is shorter, more than 5% of the Company’s stock.

If the third bullet point above applies to a non-U.S. Holder, a gain recognized by such non-U.S. Holder on the sale, exchange or other disposition of Shares will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such Shares from a non-U.S. Holder may be required to withhold U.S. income tax at a rate of 15% of the gross amount realized upon such disposition. The Company would be classified as a U.S. real property holding corporation if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Such determination is factual in nature and subject to change and no assurance can be provided as to whether the Company will be a U.S. real property holding corporation with respect to a non-U.S. Holder following the Domestication or at any future time.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of Shares. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person for U.S. federal income tax purposes or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty (generally by providing an IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY). The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such non-U.S. Holder’s U.S. federal income tax liability and may entitle such non-U.S. Holder to a refund, provided that the required information is furnished by such nonU.S. Holder to the IRS in a timely manner.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of and the gross proceeds from the sale or other disposition of, securities (including Shares) which are held by or through certain foreign financial institutions (including investment funds), unless certain information reporting requirements are satisfied. Non-U.S. Holders should consult their own tax advisors regarding the implications of FATCA to them associated with their ownership and disposition of Shares.

CONTINUANCE RESOLUTION

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to approve the following Continuance Resolution in order to approve the Continuation and Domestication:

“RESOLVED, as a special resolution of the shareholders of the Company, that:

conditional upon the board of directors of the Company (the “ Board ”), in their sole discretion, considering it to be in the best interests of the Company to submit the necessary documents required under section 206 of the Companies Act to de-register the Company as an exempted company with the Registrar of Companies in the Cayman Islands, the Company be de-registered in the Cayman Islands pursuant to Article 43 of the Second Amended and Restated Memorandum and Articles of Association of the Company (the “ Articles ”) and be registered by way of continuation as a corporation in the State of Delaware;
subject to resolution 1, the continuance of the Company out of the Cayman Islands pursuant to Section 201 of the Companies Act and the domestication of the Company into the State of Delaware (the

==> picture [48 x 15] intentionally omitted <==

“ Domestication ”) under Section 388 of the Delaware General Corporation Law (the “ DGCL ”) be and is hereby authorized and approved;
pursuant to resolutions 1 and 2 above, it be recommended to the Board that, conditional upon, and with effect from, the registration of the Company as a corporation in the State of Delaware, the registered office of the Company be changed from c/o Maples Corporate Services Limited , PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands to 3500 South DuPont Highway, Dover, DE 19901, Kent County;
the application to the Registrar of Companies appointed under the Companies Act for authorization to continue out of the Cayman Islands and into the State of Delaware under the DGCL be and is hereby authorized and approved;
the Certificate of Incorporation and the filing by the Company with the Secretary of State of the State of Delaware (the “ Delaware Secretary of State ”) under Section 388 of the DGCL of a certificate of domestication and a certificate of incorporation in order to continue out of the Cayman Islands and into the State of Delaware be approved and the name of the Company be changed to “Itafos Inc.” or such other name as the Board may approve and is acceptable to the Delaware Secretary of State, be and is hereby authorized and approved;
effective upon the Domestication of the Company under the DGCL, the Company adopt the Certificate of Incorporation and By-Laws in substantially the forms attached to the Company’s management information circular dated April 26, 2021, with such minor amendments thereto as the Board may, in their discretion, approve prior to the filing thereof in substitution for the current Articles of the Company;
any one director or officer of the Company is hereby authorized and directed for and on behalf of the Company to execute, deliver and/or file, under corporate seal of the Company or otherwise, all such documents and instruments and to do all such acts and things as in their opinion may be necessary or desirable to give full effect to this special resolution;
any one director or officer of the Company be instructed to undertake all necessary steps in order to continue the legal existence of the Company in Delaware under the laws of the State of Delaware; and
Maples Corporate Services Limited be instructed to file notice of the foregoing resolutions with the Registrar of Companies in and for the Cayman Islands.”

The Continuance Resolution must be passed by at least two-thirds of the votes cast by the holders of the Shares, present in person or represented by proxy, in respect of the Continuance Resolution at the Meeting.

Management recommends that shareholders vote in favor of the Continuance Resolution. In the absence of contrary instruction, the persons named in the enclosed Instrument of Proxy intend to vote FOR the approval of the Continuance Resolution.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s audited annual consolidated financial statements and related MD&A for the fiscal year ended December 31, 2020, can be obtained electronically on the Company’s website at www.itafos.com or under the Company’s profile on SEDAR at www.sedar.com.

BOARD APPROVAL

==> picture [48 x 15] intentionally omitted <==

The contents of this Circular and the sending thereof to the members and auditors of the Company have been approved by the Board.

By Order of the Board of Directors

(Signed) “ Anthony Cina ” Anthony Cina Chairman of the Board of Directors

April 26, 2021

SCHEDULE “A” CHARTER OF THE AUDIT COMMITTEE

A. Purpose and Scope

The Audit Committee (the “ Committee ”) is a committee of the Board of Directors of Itafos (the “ Company ”). The primary function of the Committee is to assist the Board of Directors in fulfilling its financial reporting and controls responsibilities to the shareholders of the Company and to the investment community. The external auditors will report directly to the Committee. The Committee’s primary duties and responsibilities are:

overseeing the integrity of the Company’s financial statements and reviewing the financial reports and other financial information provided by the Company to any governmental body or the public;
recommending the appointment and reviewing and appraising the audit work of the Company’s independent auditor, overseeing the independent auditor’s qualifications and independence and providing an open avenue of communication among the independent auditor, senior management, the financial, internal audit and reporting team, and the Board of Directors;
serving as an independent and objective party to oversee and monitor the Company’s financial reporting process and internal controls, its processes to manage financial risk, and its compliance with legal, ethical and regulatory requirements; and
encouraging continuous improvement of, and fostering adherence to, the Company’s policies, procedures and practices at all levels.

B. Composition and Meetings

The Committee shall be composed of at least three directors. Except as otherwise allowed under the rules of the applicable stock exchanges, a majority of the members of the Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company.

All members of the Committee shall, to the satisfaction of the Board of Directors, have the ability to read and understand a set 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.

The members of the Committee shall be appointed by the Board of Directors at the annual organizational meeting of the Board of Directors held following the annual meeting of shareholders and shall hold office until the following organizational meeting of the Board of Directors or until their successors shall be duly appointed and qualified. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

The Committee shall meet at least four times annually (and more frequently if circumstances require). The Committee shall meet within 45 days following the end of each of the first three financial quarters to review and discuss the unaudited financial results for the preceding quarter and the related Management Discussion & Analysis and shall meet within 120 days following the end of the fiscal year end to review and discuss the audited financial results for the year and related Management Discussion & Analysis prior to their publishing. The Committee shall hold in camera sessions without the presence of management at each meeting.

The Committee may ask members of management or others to attend meetings and provide pertinent information, as necessary. For purposes of performing their responsibilities, members of the Committee shall have full access to all corporate information and shall be permitted to discuss such information with senior employees, officers, independent auditors and legal counsel of the Company. The Committee may engage separate independent counsel and advisors at the expense of the Company, all as it considers to be necessary or advisable to perform its duties and responsibilities.

As part of its job to foster open communication, the Committee should meet at least annually with management and the independent auditor in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee, or at least its Chair, should meet with the independent auditor and management quarterly to review the Company’s financial statements.

Quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee or such greater number as the Committee shall by resolution determine.

==> picture [48 x 15] intentionally omitted <==

Meetings of the Committee shall be held from time to time and at such place as the Committee or the Chairman of the Committee shall determine upon 48-hour notice to each of members. The notice period may be waived by a quorum of the Committee. Each of the Chairman of the Committee, a member of the Committee, Chairman of the Board of Directors, independent auditors, Chief Executive Officer, Chief Financial Officer or Secretary shall be entitled to request that the Chairman of the Committee call a meeting which shall be held within 48 hours of receipt of such request.

C. Responsibilities and Duties

To fulfill its responsibilities and duties the Committee shall:

Create an agenda for the ensuing year.
Review and update this Charter at least annually, as conditions dictate.
Describe briefly in the Company’s annual report and more fully in the Company’s Management Information Circular the Committee’s composition and responsibilities and how they were discharged.
Report periodically to the Board of Directors.

Documents/Reports Review

Review with management and the independent auditors, the Company’s annual and, to the extent that the independent auditors complete interim reviews, interim financial statements, management discussion and analysis and any reports or other financial information to be submitted to any governmental body, or the public, including any certification, report, opinion, or review rendered by the independent auditor for the purpose of recommending their approval to the Board of Directors prior to their filing, issue or publication.
Review policies and procedures with respect to directors’ and officers’ expense accounts and management perquisites and benefits, including their use of corporate assets and expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas, if any, by the independent auditor.

Independent Auditor

Recommend the selection of the independent auditor to the Board of Directors, consider the independence and effectiveness of the independent auditor (including any required rotation of the audit partners), and approve the fees and other compensation to be paid to the independent auditor.
Monitor the relationship between management and the independent auditor, including reviewing any management letters or other reports of the independent auditor and discussing any material differences of opinion between management and the independent auditor.
Review and discuss, on an annual basis, with the independent auditor all significant relationships they have with the Company to determine their independence and report to the Board of Directors.
Review and approve requests for any management consulting engagement to be performed by the independent auditor and be advised of any other study undertaken at the request of management that is beyond the scope of the audit engagement letter and related fees.
Review the performance of the independent auditor and approve any proposed discharge and replacement of the independent auditor when circumstances warrant. Consider with management and the independent auditor the rationale for employing accounting/auditing firms other than the principal independent auditor.
Periodically consult with the independent auditor in the absence of management about significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the Company’s financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper.
Arrange for the independent auditor to be available to the Committee and the full Board of Directors as needed. Ensure that the auditor reports directly to the Committee and is made accountable to the Board of Directors and the Committee, as representatives of the shareholders to whom the auditor is ultimately responsible.
Oversee the work of the independent auditor engaged for preparing or issuing an audit report or performing other audit, review or attest services.
Ensure that the independent auditor is prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:
a. bookkeeping or other services related to the accounting records or financial statements of the Company;
b. financial information systems design and implementation;

==> picture [48 x 15] intentionally omitted <==

c. appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
d. actuarial services;
e. internal audit outsourcing services;
f. management functions or human resources;
g. broker or dealer, investment adviser or investment banking services;
h. legal services; and
i. any other services which the Public Company Accounting Oversight Board determines to be impermissible.
Ensure that it is informed of each non-audit service and pre-approve any permissible non-audit services of the independent auditors, in accordance with applicable legislation. In relation to the pre-approval of permissible nonaudit services, adopt specific policies and procedures for the engagement of such services, which detail the non-audit services. Such procedures must not include delegation of the committee’s responsibilities to management.

Financial Reporting Processes

In consultation with the independent auditor, review the integrity of the Company’s financial and accounting and reporting processes, both internal and external.
Consider the independent auditor’s judgments about the quality and appropriateness, not just the acceptability, of the Company’s accounting principles and financial disclosure practices, as applied in its financial reporting, particularly about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are common practices.
Consider and approve, if appropriate, major changes to the Company’s accounting principles and practices as suggested by management with the concurrence of the independent auditor and ensure that the accountants’ reasoning is described in determining the appropriateness of changes in accounting principles and disclosure.

Process Improvement

At least annually obtain and review a report prepared by the independent auditors describing (i) the auditors’ internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors, or by any inquiry of investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditor, and any steps taken to deal with any such issues.
Review and approve hiring of employees or former employees of the past and present independent auditors.
Establish regular and separate systems of reporting to the Committee by each of management and the independent auditor regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
Review the scope and plans of the independent auditor’s audit and reviews prior to the audit and reviews being conducted. The Committee may authorize the independent auditor to perform supplemental reviews or audits as the Committee may deem desirable.
Following completion of the annual audit and quarterly reviews, if any, review separately with each of management and the independent auditor any significant changes to planned procedures, any difficulties encountered during the audit and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the independent auditor received during the audit and reviews.
Review any significant disagreements between management and the independent auditor in connection with the preparation of the financial statements.
Where there are significant unsettled issues, the Committee shall ensure that there is an agreed course of action for the resolution of such matters.
Review with the independent auditor and management significant findings during the year and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. This review should be conducted at an appropriate time after implementation of changes or improvements, as decided by the Committee.
Review activities, organizational structure, and qualifications of the chief financial officer and the staff in the financial area and ensure that matters related to succession planning within the Company are raised for consideration by the full Board of Directors.

==> picture [48 x 15] intentionally omitted <==

Ethical and Legal Compliance

Review periodically the Code of Ethics and Business Practices and ensure that management has established a system to enforce it. Review through appropriate actions taken to ensure compliance with the Code of Ethics and Business Practices and to review the results of confirmations and violations of such Code.
Review management’s monitoring of the Company’s systems in place to ensure that the Company’s financial statements, reports and other financial information disseminated to governmental organizations, and the public satisfy legal requirements.
Review, with the Company’s counsel, legal and regulatory compliance matters, including corporate securities trading policies, any off-balance sheet structures, and any other matters that could have a significant impact on the Company’s financial statements.

Risk Management

Make inquiries of management and the independent auditors to identify significant financial and control risks and related exposures and assess the steps management has taken to minimize such risk to the Company.

General

Conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The committee shall be empowered to retain independent counsel, accountants and other professionals to assist it in the conduct of any investigation.
Perform any other activities consistent with this Charter, the Company’s articles (or other governing documents) and the governing law, as the Committee or the Board of Directors deems necessary or appropriate.
Perform annual assessment of the effectiveness of the Committee.

D. Role of Committee Chairman

To fulfill their responsibilities and duties as Chairman, the Chairman of the Committee should:

provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including ensuring that the members of the Committee understand and discharge their duties, fostering ethical and responsible decision making by the Committee and its members and overseeing the operation of the Committee;
chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board of Directors following each meeting of the Committee on the activities and any recommendations of the Committee;
set the agenda for each meeting of the Committee, with input from other Committee members, and any other appropriate persons and ensure that the Committee meets at least four times per year and otherwise as considered appropriate;
develop an annual work plan to track fulfilment by the Committee of its duties under this Charter, monitor performance under the work plan and report to the Committee at each meeting on the status of the work plan;
act as liaison and maintain communication with the Board of Directors to optimize and coordinate input from directors, and to optimize the effectiveness of the Committee. This includes ensuring that Committee materials are available to any director upon request and reporting to the Board of Directors on all decisions of the Committee at the first meeting of the Board of Directors after each Committee meeting and at such other times and in such manner as the Committee considers advisable;
together with the Board of Directors, oversee the structure, composition and membership of, and activities delegated to, the Committee from time to time;
provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfil its mandate;
ensure that resources and expertise are available to the Committee so that it may function effectively and efficiently (including the retention of any outside appropriately qualified and independent advisors);
facilitate effective communication between members of the Committee and management, and encourage an open and frank relationship between the Committee and the independent auditor; and
perform such other duties as may be delegated from time to time to the Chairman by the Board of Directors.

==> picture [48 x 15] intentionally omitted <==

SCHEDULE “B”

CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE

A. Purpose and Scope

The Governance and Nominating Committee (the “ Committee ”) is a committee of the Board of Directors of Itafos (the “ Company ”). The Committee’s primary duties and responsibilities are:

providing a focus on corporate governance that will enhance the Company’s corporate performance;
ensuring that the Company’s corporate governance system is effective and satisfies its corporate governance responsibilities under applicable law;
establishing criteria for Board of Directors and committee membership;
recommending composition of the Board of Directors and its committees; and
as circumstances arise, to assess directors’ performance.

B. Composition and Meetings

The Committee shall be composed of at least two directors. Except as otherwise allowed under the rules of the applicable stock exchanges, a majority of the members of the Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company.

The Committee shall meet at least two times annually (and more frequently if circumstances require). The Committee shall hold in camera sessions without the presence of management at each meeting.

C. Responsibilities and Duties

To fulfill its responsibilities and duties the Committee shall:

Develop and monitor the Company’s overall approach to corporate governance issues and, subject to approval by the Board of Directors, implement and administer a system of corporate governance which reflects superior standards of corporate governance practices;
Review and assess the adequacy of the Company’s corporate governance policies and develop and recommend to the Board of Directors for adoption additional or revised polices as appropriate;
Provide annual reports to the Company’s shareholders, through the Company’s management proxy circular or annual report to shareholders, as applicable, on the Company’s system of corporate governance and the operation of its system of governance, having reference to National Policy 58-201 Corporate Governance Guidelines and the corporate governance guidelines of the applicable stock exchanges;

==> picture [48 x 15] intentionally omitted <==

Analyse and report to the Board of Directors (i) the relationship of each director to the Company and significant shareholders and (ii) whether such director is an independent director or a non-independent director;
Advise the Board of Directors or any of the committees of the Board of Directors of any corporate governance issues which the Committee determines ought to be considered by the Board of Directors or any such committee;
Review with the Board of Directors, on a regular basis but not less than annually, the role of the Board of Directors, the charter of each of the committees of the Board of Directors and the methods and processes by which the Board of Directors fulfils its duties and responsibilities, including without limitation:
a. the number and content of meetings;
b. the annual schedule of issues to be presented to the Board of Directors at its meetings or those of its committees;
c. material which is to be provided to the directors generally and with respect to meetings of the Board of Directors or its committees;
d. resources available to directors; and
e. the communication process between the Board of Directors and management;
Establish and administer a process (including a review by the full Board of Directors and discussion with management) for assessing the effectiveness of the Board of Directors as a whole and the committees of the Board of Directors (including this Committee) and making recommendations for improving effectiveness;
Propose to the Board of Directors, annually, the assignment of members to the committees of the Board of Directors and the chair for each committee;
Evaluate the size, composition, membership qualifications and skills, scope of authority, responsibilities, reporting obligations and charters of the Board of Directors and each committee of the Board of Directors, with as much frequency as the Committee deems appropriate;
Establish criteria for Board of Directors membership and recommend Board of Directors composition, in consultation with the Board of Directors;
Assess the performance and contribution of individual directors as circumstances require;
Propose to the Board of Directors, annually, members for re-election to the Board of Directors and identify and recommend new nominees for the Board of Directors; and
Ensure that appropriate orientation and education programs are in place for new directors.

D. Role of Committee Chairman

To fulfill their responsibilities and duties as Chairman, the Chairman of the Committee should:

Provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including ensuring that the members of the Committee understand and discharge their duties, fostering ethical and responsible decision making by the Committee and its members and overseeing the operation of the Committee;
Chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board of Directors following each meeting of the Committee on the activities and any recommendations of the Committee;
Set the agenda for each meeting of the Committee, with input from other Committee members, and any other appropriate persons and ensure that the Committee meets at least twice per year and otherwise as considered appropriate;
Develop an annual work plan to track fulfilment by the Committee of its duties under this Charter, monitor performance under the work plan and report to the Committee at each meeting on the status of the work plan;
Act as liaison and maintain communication with the Board of Directors to optimize and coordinate input from directors, and to optimize the effectiveness of the Committee. This includes ensuring that Committee materials are available to any director upon request and reporting to the Board of Directors on all decisions of the Committee at the first meeting of the Board of Directors after each Committee meeting and at such other times and in such manner as the Committee considers advisable;
Together with the Board of Directors, oversee the structure, composition and membership of, and activities delegated to, the Committee from time to time;

==> picture [48 x 15] intentionally omitted <==

Provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfil its mandate;
Ensure that resources and expertise are available to the Committee so that it may function effectively and efficiently (including the retention of any outside appropriately qualified and independent advisors);
Facilitate effective communication between members of the Committee and management, and encourage an open and frank relationship between the Committee and the independent auditor; and
Perform such other duties as may be delegated from time to time to the Chairman by the Board of Directors.

SCHEDULE “C” CHARTER OF THE BOARD OF DIRECTORS

==> picture [48 x 15] intentionally omitted <==

A. Purpose and Scope

The Board of Directors of Itafos (“ Company ”) is responsible for the general supervision of the management of the business and for acting in the best interests of the Company and its shareholders. The Board of Directors will discharge its responsibilities directly and through its committees, currently consisting of an Audit Committee, a Compensation Committee and a Governance and Nominating Committee. The Board of Directors shall meet regularly to review the business operations, corporate governance and financial results of the Company. Meetings of the Board of Directors shall include regular meetings with management to discuss specific aspects of the operations of the Company.

B. Responsibilities

The Board of Directors’ responsibilities include, without limitation to its general mandate, the following specific responsibilities:

Assigning Directors to the various committees and assigning the general responsibility for developing the Company’s approach to: (i) financial reporting and internal controls; (ii) issues relating to compensation of officers and employees; and such other areas as may be appropriate as the Company develops.
Approving disclosure and securities compliance policies, including communications policies of the Company.
Reviewing the composition of the Board of Directors and establishing its independence criteria.
With the assistance of the Compensation Committee, evaluating the performance of the Chief Executive Officer and other executives on a regular basis, and ensure management succession.
Assessing, at least annually, the effectiveness of the Board of Directors, the committees of the Board of Directors and the contribution of individual directors, including, consideration of the appropriate size of the Board of Directors.
Ensuring that an appropriate review selection process for new nominees to the Board of Directors is in place.
Ensuring that an appropriate comprehensive orientation and education program for new members of the Board of Directors and ongoing education for all directors is in place.
Identification of the principal risks of the Company’s business and ensuring that appropriate systems are in place to manage these risks.
Reviewing and approving significant operational matters and the provision of direction to management on these matters.
With the assistance of the Audit Committee:
a. Ensuring the integrity of the Company’s internal controls and management information systems.
b. Ensuring the Company’s ethical behavior and compliance with laws and regulations, audit and accounting principles and the Company’s own governing documents.
c. Reviewing and approving the consolidated financial statements and Management’s Discussion and Analysis or, where permitted, delegating such authority to the Audit Committee.
d. Reviewing and approving significant financial matters and the provision of direction to management on these matters.
e. As required and agreed upon, providing assistance to shareholders concerning the integrity of the Company’s reported financial performance.
With the assistance of the Compensation Committee and the Chief Executive Officer, approving the compensation of the senior management team.
Reviewing the strategic planning process, approving key strategic plans that take into account business opportunities and business risks and monitoring performance against such plans.
Reviewing and approving corporate objectives and goals applicable to the Company’s senior management.
Reviewing with senior management major corporate decisions that require Board approval and approving such decisions as they arise.

==> picture [48 x 15] intentionally omitted <==

Obtaining periodic reports from senior management on the Company’s operations including, but without limitation, reports on safety and environment issues and security issues surrounding the Company’s employees and assets and the protection mechanisms that the Company has in place.
Performing such other functions as prescribed by law or assigned to the Board of Directors in the Company’s articles or other governing documents.

==> picture [48 x 15] intentionally omitted <==

SCHEDULE “D” CHARTER OF THE COMPENSATION COMMITTEE

A. Purpose and Scope

The Compensation Committee (the “ Committee ”) is a committee of the Board of Directors of Itafos (the “ Company ”). The primary function of the Committee is to assist the Board of Directors in fulfilling its oversight of the Company’s compensation policies, plans and programs, compensation of the Company’s Directors, Chief Executive Officer and other executive officers and the Company’s equity-based and incentive compensation programs. The Committee’s primary duties and responsibilities are:

reviewing and approving, and then recommending to the Board of Directors, the salary, bonuses, perquisites, equity incentives, severance arrangements, retirement benefits and other benefits, direct or indirect, and any change of control packages for the Chief Executive Officer and other members of the Company’s senior management team;
recommending salary guidelines to the Board of Directors;
administering the Company’s compensation plans, including stock option plans, outside Directors compensation plans and such other compensation plans as are adopted by the Company from time-to-time; and
researching and identifying trends in employment benefits.

B. Composition and Meetings

The Committee shall meet at least two times annually (and more frequently if circumstances require). The Committee shall hold in camera sessions without the presence of management at each meeting.

The Committee may ask members of management or others to attend meetings and provide pertinent information, as necessary. For purposes of performing their responsibilities, members of the Committee shall have full access to all corporate information and shall be permitted to discuss such information with senior management, officers, independent auditors and legal counsel of the Company. The Committee may engage separate independent counsel and advisors at the expense of the Company, all as it considers to be necessary or advisable to perform its duties and responsibilities.

C. Responsibilities and Duties

To fulfill its responsibilities and duties the Committee shall:

Report to the Board of Directors periodically on compensation matters;
Review and make annual recommendations to the Board of Directors upon the recommendation of members of senior management with respect to the Company’s overall compensation and benefits philosophies and programs for employees, including base salaries, bonuses, perquisites, equity incentives, severance arrangements, change of control packages, retirement benefits and other benefits, direct or indirect. This review shall include consideration and evaluation of the risk aspects of the Company’s compensation program. As part of its review process, the

==> picture [48 x 15] intentionally omitted <==

Committee will review peer group and other mining and fertilizer industry compensation data reported through surveys and other sources.

Review and make annual recommendations to the Board of Directors with respect to the Company’s compensation and benefit programs for the Chief Executive Officer and other senior management of the Company including base salaries, bonuses, perquisites, equity incentives, severance arrangements, change of control packages, retirement benefits and other benefits, direct or indirect. In setting the Chief Executive Officer’s salary, the Committee will take into consideration salaries paid to chief executive officers in the general mining/fertilizer industry. The Chief Executive Officer’s contribution towards the Company’s achievement of business goals and objectives for the previous financial year will form the basis for the Committee’s recommendations concerning bonus or other performance recognition awards.
Review and make recommendations to the Board of Directors with respect to the implementation or variation of stock options, share purchase plans, compensation and incentive plans and retirement plans. The number of options granted will consider the potential contribution that an individual may make to the success of the Company.
Prepare a Report on Executive Compensation on an annual basis in connection with the preparation of the Annual Information Circular, or as otherwise required pursuant to applicable securities laws, and ensure that it reviews all executive compensation disclosure before it is publicly disclosed. The Report on Executive Compensation should describe the process undertaken by the Committee and should speak specifically to the weighting factors and target levels set out in the determination of the executive’s compensation. Where there are no clearly pre-established targets or payout ranges, the Report on Executive Compensation should clearly indicate this fact.
Review and recommend to the Board of Directors the compensation of the Board of Directors, including an annual retainer, meeting fees, option grants and other benefits conferred upon the Board of Directors.
Review, annually, the succession plan for the Company’s senior management; and
Unless such matters are delegated specifically to the Committee, the Committee shall only make recommendations to the Board of Directors for its consideration and approval, if appropriate. The Board of Directors will have the responsibility to instruct management to implement the directives.

D. Role of Committee Chairman

To fulfill their responsibilities and duties as Chairman, the Chairman of the Committee should:

Provide leadership to the Committee with respect to its functions as described in this Charter and as otherwise may be appropriate, including ensuring that the members of the Committee understand and discharge their duties, fostering ethical and responsible decision making by the Committee and its members and overseeing the operation of the Committee;
Chair meetings of the Committee, unless not present, including in camera sessions, and report to the Board of Directors following each meeting of the Committee on the activities and any recommendations of the Committee;
Set the agenda for each meeting of the Committee, with input from other Committee members, and any other appropriate persons and ensure that the Committee meets at least twice per year and otherwise as considered appropriate;
Develop an annual work plan to track fulfilment by the Committee of its duties under this Charter, monitor performance under the work plan and report to the Committee at each meeting on the status of the work plan;
Act as liaison and maintain communication with the Board of Directors to optimize and coordinate input from directors, and to optimize the effectiveness of the Committee. This includes ensuring that Committee materials are available to any director upon request and reporting to the Board of Directors on all decisions of the Committee at the first meeting of the Board of Directors after each Committee meeting and at such other times and in such manner as the Committee considers advisable;
Together with the Board of Directors, oversee the structure, composition and membership of, and activities delegated to, the Committee from time to time;
Provide to the Committee appropriate information from management to enable the Committee to function effectively and fulfil its mandate;
Ensure that resources and expertise are available to the Committee so that it may function effectively and efficiently (including the retention of any outside appropriately qualified and independent advisors);

==> picture [48 x 15] intentionally omitted <==

Facilitate effective communication between members of the Committee and management, and encourage an open and frank relationship between the Committee and the independent auditor; and
Perform such other duties as may be delegated from time to time to the Chairman by the Board of Directors.

==> picture [48 x 15] intentionally omitted <==

SCHEDULE “E” CERTIFICATE OF CORPORATE DOMESTICATION

CERTIFICATE OF CORPORATE DOMESTICATION

OF ITAFOS INC. a Cayman Islands exempted company

This Certificate of Corporate Domestication (this “Certificate”) is being filed for the purpose of domesticating Itafos Inc. (the “Company”), a non-United States entity as a Delaware corporation in accordance with the provisions of Section 388 of the Delaware General Corporation Law, as amended.

The undersigned, being duly authorized to execute and file this Certificate does hereby certify as follows:

Date and Jurisdiction of Incorporation: The date on which the Company was first formed, incorporated or otherwise came into being was July 9, 1999, and the jurisdiction where the Company was first formed, incorporated, created or otherwise came into being was Alberta, Canada. On December 12, 2000, the Company continued out of the Province of Alberta, Canada, into the Province of British Columbia, Canada. On October 27, 2016, the Company redomiciled to the Cayman Islands.
Current Jurisdiction of the Non-United States Entity: The jurisdiction where the Company is incorporated immediately prior to filing this Certificate is the Cayman Islands.
Name of the Non-United States Entity: The name of the non-United States entity immediately prior to filing this Certificate was “Itafos”.
Name of the Domesticated Corporation: The name of the Delaware corporation into which the non-United States entity is being domesticated as set forth in the Certificate of Incorporation is “Itafos Inc.”.
Effective Time: This Certificate shall be effective upon its filing with the Office of Secretary of State of Delaware.
Principal Place of Business of Non-United States Entity: The jurisdiction that constituted the principal place of business of the non-United States entity immediately prior to the filing of this Certificate was Texas.
Approval: The domestication of the non-United States entity has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the Company and the conduct of its business or by applicable law of the Cayman Islands, as appropriate.

SCHEDULE “F” CERTIFICATE OF INCORPORATION

==> picture [48 x 15] intentionally omitted <==

CERTIFICATE OF INCORPORATION OF ITAFOS INC.

ARTICLE I NAME

The name of the corporation is Itafos Inc. (the “Corporation”).

ARTICLE II REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 3500 South DuPont Highway, Dover, DE 19901, Kent County. The name of the registered agent of the Corporation at such address is Incorporating Services, Ltd.

ARTICLE III PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV CAPITALIZATION

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 5,000,000,000 shares, consisting of 4,000,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), and 1,000,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”).

Section 4.2 Common Stock. Except as otherwise required by law, as provided in this Certificate of Incorporation, and as otherwise provided in the resolution or resolutions, if any, adopted by the board of directors of the Corporation (the “Board of Directors”) with respect to any series of the Preferred Stock, the holders of the Common Stock shall exclusively possess all voting power. Each holder of shares of Common Stock shall be entitled to one vote for each share held by him. Subject to the rights of holders of any series of outstanding Preferred Stock, holders of shares of Common Stock shall have equal rights of participation in the dividends and other distributions in cash, stock, or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall have equal rights to receive the assets and funds of the Corporation available for distribution to stockholders in the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary.

Section 4.3 Preferred Stock. The Board of Directors is hereby authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors.

==> picture [48 x 15] intentionally omitted <==

ARTICLE V BOARD OF DIRECTORS

Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

Section 5.2 Composition. The Board of Directors shall be not less than three directors, the exact number of which shall be fixed, from time to time, by resolution adopted by the affirmative vote of a majority of the entire Board of Directors then in office. Directors need not be stockholders.

Section 5.3 Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation, or removal.

Section 5.4 Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause.

Section 5.5 Written Ballot. Unless and except to the extent that the By-Laws of the Corporation (“By-Laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI BY-LAWS

Section 6.1 Board of Directors. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter, or repeal the By-Laws without any action on the part of the stockholders.

Section 6.2 Shareholders. The stockholders shall also have the power to adopt, amend, alter, or repeal the By-Laws when a quorum is present at any annual or special meeting of stockholders, by the vote of the holders of at least two-thirds of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon.

ARTICLE VII MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Section 7.1 No Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 7.2 Meetings. Subject to the rights of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the Board of Directors then in office or by the Chairman of the Board of Directors.

Section 7.3 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws of the Corporation.

==> picture [48 x 15] intentionally omitted <==

ARTICLE VIII LIMITED LIABILITY; INDEMNIFICATION

Section 8.1 Limitation of Director Liability. To the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of, or repeal of this Section 8.1 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Section 8.2 Indemnification. The rights conferred upon indemnitees in Article VI of the By-Laws shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of Article VI of the By-Laws or this Section 8.2 of the Certificate of Incorporation that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE IX AMENDMENTS

The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation; provided however, that notwithstanding any other provision of this Certificate of Incorporation or applicable law that might permit a lesser vote or no vote and in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or this Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of the voting power of the shares of the then issued and outstanding voting stock of the Corporation entitled to vote thereon, shall be required to amend, alter, repeal, or adopt any provisions inconsistent with this Article IX, or Articles VI, VII, and VIII of this Certificate.

==> picture [48 x 15] intentionally omitted <==

SCHEDULE “G” BY-LAWS

BY-LAWS OF ITAFOS INC.

Effective as of [●], 2021

ARTICLE I

OFFICES

SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be as set forth in the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”), which at the time of adoption of these By-Laws is: Incorporating Services, Ltd., 3500 South DuPont Highway, Dover, DE 19901, Kent County.

SECTION 2. Other Offices. The Corporation may also have an office or offices other than the registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

SECTION 3. Books. The Corporation may keep its books within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. Meetings of the stockholders of the Corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”). If authorized by the Board of Directors, in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may by means of remote communication, to the fullest extent permitted by applicable law: (a) participate in a meeting of stockholders, and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication.

SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held at such date and time as the Board of Directors designates from time to time and states in the notice of meeting.

SECTION 3. Special Meetings. Special meetings of stockholders may be called at any time only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the Board of Directors then in office or by the Chairman of the Board of Directors.

SECTION 4. Notice of Meetings. The Corporation shall give written notice of each annual and special meeting of stockholders, not less than ten nor more than 60 days before the date of the meeting, except as the DGCL or the Certificate of Incorporation requires from time to time, to each stockholder of record entitled to vote at the meeting (as of the record date for determining the stockholders entitled to notice of the meeting) at such address as appears on the records of the Corporation stating the following:

(a) the date, place, if any, and time of the meeting;
(b) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at the meeting;
(c) the record date for purposes of determining the stockholders entitled to vote at the meeting (if the date is different from the record date for determining the stockholders entitled to notice of the meeting); and

==> picture [48 x 15] intentionally omitted <==

(d) in the case of a special meeting, the purpose or purposes for which the meeting is called.

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice; provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested by stockholders.

SECTION 5. List of Stockholders. A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order (for each class of stock), showing the address of and the number of shares registered in the name of each stockholder shall be open to the examination of any such stockholder for a period of at least ten days prior to the meeting in the manner provided by law; provided that if the record date for determining the stockholders entitled to vote at the meeting is less than ten days before the date of the meeting, the list shall initially reflect the stockholders entitled to vote as of the tenth day before the meeting date (and shall be updated to reflect the stockholders entitled to vote as of the record date promptly after the record date). Any stockholder may examine the list during the whole time of the meeting as law provides. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares that each of them holds. If the meeting is held solely by means of remote communication, the list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by applicable law and the information required to access the list shall be provided to stockholders in accordance with applicable law.

SECTION 6. Quorum, Adjournments.

(a) Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in (b) below, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
(b) Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board of Directors, or such person as the Chairman of the Board of Directors may have designated, or, in his or her absence, the Chief Executive Officer or, in his or her absence, such person as the Board of Directors may have designated shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes of the meeting.

SECTION 8. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the rules, regulations and procedures of the meeting. These rules, regulations or procedures may include, without limitation, the following:

(a) regulation of the manner of voting;
(b) the establishment of an agenda or order of business for the meeting;
(c) rules and procedures for maintaining order at the meeting and the safety of those present;

==> picture [48 x 15] intentionally omitted <==

(d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman shall determine;
(e) restrictions on entry to the meeting after the time fixed for the commencement of the meeting; and
(f) limitations on the time allotted to questions or comments by participants.

The chairman shall have the power to adjourn the meeting to another place, if any, date and time. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

SECTION 9. Voting.

(a) Except as DGCL or the Certificate of Incorporation otherwise provide, at all meetings of the stockholders, each stockholder entitled to vote under the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of voting stock that the stockholder of record on the record date owns for purposes of determining the stockholders entitled to vote at the meeting. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy that is in writing or transmitted as law permits, including, without limitation, by means of electronic transmission that the stockholder or the stockholder’s attorney-in-fact executes or authorizes, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or until the time designated in the order of business for so delivering such proxies. Any proxy transmitted electronically shall set forth information from which it can be determined by the secretary of the meeting that the stockholder authorized the electronic transmission.
(b) Subject to the immediately succeeding sentence, when a quorum is present at any meeting, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders, except as otherwise required by DGCL, the Certificate of Incorporation, these By-Laws or other applicable rules and regulations. Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, if any, at any meeting of stockholders to, inter alia, elect directors for which notice was sent to stockholders pursuant to Section 4 of this Article II, directors shall be elected by a plurality of the votes cast at a meeting of stockholders. Unless applicable law requires, or the chairman of the meeting determines it to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be a proxy, and shall state the number of shares voted and the number of votes to which each share is entitled.

SECTION 10. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.
(i) Nominations of persons for election to the Board of Directors and the proposal of other business that the stockholders should consider may be made at an annual meeting of stockholders:
- (A) pursuant to the Corporation’s proxy materials and notice with respect to the meeting;
- (B) by or at the direction of the Board of Directors; or
- (C) by any stockholder of the Corporation who:
  - (1) was a stockholder of record at the time of giving of notice provided for in this Section 10(a) of this Article II;
  - (2) at the time of the annual meeting, is entitled to vote at the meeting; and
  - (3) complies with the notice procedures set forth in this Section 10(a) of this Article II as to such business or nomination.

Section 10(a)(i)(C) of this Article II shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought in compliance with applicable laws) before an annual meeting of stockholders.

==> picture [48 x 15] intentionally omitted <==

(ii) Without qualification, for a stockholder to properly bring any nominations or business before an annual meeting pursuant to Section 10(a)(i)(C) of this Article II,
(A) the stockholder must have given timely notice of those nominations or business in writing to the Secretary;
(B) such other business must otherwise be a proper matter for stockholder action; and
(C) the record stockholder and the beneficial owner, if any, on whose behalf the proposal or nomination is made, must have acted in accordance with the representations set forth in the Solicitation Statement that these By-Laws require.

To be timely, a stockholder must deliver the stockholder’s notice to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120[th] day and not later than the close of business of the 90[th] day prior to the first anniversary of the preceding year’s annual meeting; provided, subject to the last sentence of this Section 10(a)(ii) of this Article II, that:

(1) if the date of the annual meeting is more than 30 days before or more than 30 days after the anniversary date, the stockholder must deliver the stockholder’s notice not earlier than the close of business on the 120[th] day prior to the date of the annual meeting and not later than the close of business on the later of the 90[th] day prior to the date of the annual meeting; or
(2) if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of the annual meeting, the 10[th] day following the date on which the Corporation first makes public announcement of the date of the meeting.

In no event shall any adjournment or postponement of an annual meeting or the announcement of the adjournment or postponement commence a new time period for the giving of a stockholder’s notice as described above.

(iii) To be in proper form, a stockholder’s notice (whether given pursuant to this Section 10(a) or Section 10(b) of this Article II) to the Secretary must:
(A) set forth, as to the record stockholder giving the notice and any Stockholder Associated Person (as defined below) of the record stockholder:
- (1) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (defined below) covered by clauses (2) and (3) below;

(2) the class or series and the number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by the stockholder proposing such business and by any Stockholder Associated Person with respect to the Corporation’s securities, and any derivatives, hedged positions, synthetic and temporary ownership techniques, swaps, securities loans, timed purchases and other economic and voting interests or similar positions, securities or interests held by such stockholder and Stockholder Associated Person with respect to the Corporation’s securities;

(3) any material interest of the stockholder proposing such business or any Stockholder Associated Person in such business;

(4) description of all agreements, arrangements and understandings the stockholder proposing such business or any Stockholder Associated Person has with other persons or entities in connection with such business;

(5) a description of any agreement, arrangement, or understanding with respect to such nomination between or among the stockholder proposing such business or any Stockholder Associated Person;

(6) any other information relating to each Party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with

==> picture [48 x 15] intentionally omitted <==

solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to applicable laws; and

(7) a representation that the stockholder proposing such business is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting, and a representation whether the stockholder proposing such business intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve the business or the nomination and/or otherwise to solicit proxies from stockholders in support of such business or the nomination.

(B) if the notice relates to any business that the stockholder proposes to bring before the meeting, set forth a brief description of the business that the stockholder desires to bring before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and if the business includes a proposal to amend these By-Laws, the text of the proposed amendment), the reasons for conducting the business at the meeting and any material interest of each Party in the business; and
(C) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors:

(1) all information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to applicable laws (including the person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and

(2) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among each stockholder proposing the nominee or a Stockholder Associated Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand.

  - (D) For purposes of these By-Laws, a “Stockholder Associated Person” of any stockholder means: (i) any “affiliate” or “associate” (as those terms are defined in applicable laws) of the stockholder that owns beneficially or of record any capital stock or other securities of the Corporation; and (ii) any person acting in concert with the stockholder or any affiliate or associate of the stockholder with respect to the capital stock or other securities of the Corporation.

(iv) Any proposed nominee shall:
- (A) complete, sign and return to the Corporation an independence questionnaire, in a form the Corporation provides;
- (B) sign and return a written representation and agreement, in a form the Corporation provides, that (i) the person does not have, nor will they have, any undisclosed voting commitments or other arrangements with respect to their actions as a director; (ii) that they comply with all applicable corporate governance policies and eligibility requirements of the Corporation; and (iii) any other information reasonably requested by the Corporation.
(b) Special Meetings of Stockholders.

All business to be conducted at a special meeting of stockholders must be brought before the meeting pursuant to the Corporation’s notice of meeting. Stockholders may make nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting:

==> picture [48 x 15] intentionally omitted <==

(i) by or at the direction of the Board of Directors; or
(ii) if the Board of Directors has determined that directors shall be elected at the meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section is delivered to the Secretary, who is entitled to vote at the meeting and at the election and who delivers a written notice to the Secretary setting forth the information set forth in Section 10(a)(iii) of this Article II.

If the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, the stockholder may nominate a person or persons (as the case may be) for election to the position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by the preceding sentence with respect to any nomination is timely. To be timely, the stockholder must deliver the notice to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the later of the 90[th] day prior to the date of the special meeting or, if the first public announcement of the date of the special meeting is less than 100 days prior to the date of the special meeting, the 10[th] day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at the meeting. In no event shall any adjournment or postponement of a special meeting or the announcement of any adjournment or postponement commence a new time period for the giving of a stockholder’s notice as described above.

(c) General.
(i) Notwithstanding the foregoing provisions of this Section 10 of this Article II, a stockholder must also comply with all requirements of applicable law, including applicable stock exchange rules and regulations, and nothing in this Section 10 of this Article II will be deemed to affect any rights of a stockholder who seeks to have any proposal included in the Corporation’s proxy materials in accordance with applicable law, including applicable stock exchange rules and regulations.
(ii) The determination of whether any business sought to be brought before any annual or special meeting of the stockholders is properly brought before such meeting in accordance with this Section 10 of this Article II will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, he will so declare to the meeting and any such business will not be conducted or considered.

SECTION 11. No Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders.

SECTION 12. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting or any reconvened meeting. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting may, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to faithfully execute the duties of inspector at the meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, certify those determinations and do those acts as are otherwise required by law or as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. Inspectors may, but do not need to, be individuals who serve the Corporation in other capacities, including as officers, employees, agents or representatives; provided that no director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The Board of Directors shall manage, or direct the management of, the business and affairs of the Corporation. The Board of Directors may exercise all such authority and powers of the Corporation and do all such

==> picture [48 x 15] intentionally omitted <==

lawful acts and things that are not directed or required by law or the Certificate of Incorporation to be exercised or done by the stockholders.

SECTION 2. Number. The Board of Directors shall be not less than three directors, the exact number of which shall be fixed, from time to time, by resolution adopted by the affirmative vote of a majority of the entire Board of Directors then in office. Directors need not be stockholders.

SECTION 3. Election and Term.

(a) Except as DGCL, the Certificate of Incorporation, or these By-Laws otherwise provide, all of the directors will be elected annually at the annual meeting of stockholders.
(b) Each director shall hold office until the director’s successor shall have been elected and qualified, subject to the director’s earlier death, resignation or removal, as provided in these By-Laws or the Certificate of Incorporation.

SECTION 4. Resignations. Any director of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. The resignation shall take effect at the time specified in the notice of resignation or, if the effective time of the resignation is not specified in the notice, immediately upon the Corporation’s receipt of the notice. Unless otherwise specified in the notice, the acceptance of the notice of resignation shall not be necessary to make the resignation effective.

SECTION 5. Removal of Directors. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause.

SECTION 6. Vacancies and Newly Created Directorships. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director's death, resignation, or removal.

SECTION 7. Place of Meetings. The Board of Directors may meet at the place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 8. Regular Meetings. The Board of Directors shall hold regular meetings at the time and place as the Board of Directors may fix or as may be specified in a notice of meeting. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by applicable law or these By-Laws.

SECTION 9. Special Meetings. The Board of Directors may hold special meetings at any time if the meeting is called by the Chairman of the Board of Directors; the Chief Executive Officer; two or more directors of the Corporation; or one director if there is only a single director in office.

SECTION 10. Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by applicable law or these By-Laws. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given at least 24 hours before each special meeting, in writing, by electronic transmission or orally (either in person or by telephone), including the time, date and place of the meeting. Any director may waive notice of any meeting in a signed writing or by an electronic transmission that is filed with the minutes or corporate records. Any director who is present at a meeting (in person or by telephone) shall be conclusively presumed to have waived notice of the meeting except when the director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither notice of a meeting nor a waiver of a notice need specify the purposes of, or the business to be transacted at, the meeting.

SECTION 11. Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. For an action of the Board of Directors to be taken at a meeting to be valid, directors that constitute a quorum must be present at the time that the vote on the action is taken. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may

==> picture [48 x 15] intentionally omitted <==

adjourn the meeting until a quorum is present, and no further notice of the reconvened meeting need be given other than by announcement at the meeting which shall be so adjourned. The vote of a majority of the total number of directors present at the meeting at which there is a quorum shall determine all matters, except as the Certificate of Incorporation or these By-Laws otherwise provide or as applicable law requires.

SECTION 12. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one has been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, another director chosen by a majority of the directors present, shall act as chairman of the meeting and preside at the meeting. The Secretary or, in his absence, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes of the meeting.

SECTION 13. Compensation. The Board of Directors shall have authority to fix or establish policies for the compensation, including fees and reimbursement of expenses, for services that the directors provide to the Corporation.

SECTION 14. Committees. The Board of Directors may designate one or more committees, including an executive committee, consisting of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each committee, to the extent permitted by Section 141(c)(2) of the DGCL and provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors; but no committee shall have the power or authority to:

(a) approve, adopt or recommend to the stockholders any action or matter expressly required by Delaware law to be submitted to the stockholders for approval; or
(b) adopt, amend or repeal any By-Law of the Corporation.

SECTION 15. Action by Consent. Unless restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by the Board of Directors or any committee of the Board of Directors may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions of them) are filed with the minutes of the proceedings of the Board of Directors or the committee, as the case may be. The filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 16. Telephonic Meeting. Any one or more members of the Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or the committee by means of a conference call or using any communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

SECTION 17. Electronic Transmission. To the fullest extent permitted by applicable law, any action permitted to be taken in writing pursuant to these By-Laws may also be taken by electronic transmission; provided , that for the avoidance of doubt, any action required to be taken by a stockholder or Stockholder Associated Person under Section 10 of Article II of these By-Laws may not be taken by electronic transmission.

ARTICLE IV

OFFICERS

SECTION 1. Number and Qualifications. The Board of Directors shall elect the officers of the Corporation, which may include a Chief Executive Officer, a President, one or more Vice Presidents, and a Secretary. The Board of Directors may also select other officers as it may deem to be necessary or appropriate, including a Chairman, a Chief Financial Officer, a Chief Accounting Officer, a General Counsel, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a director. Each officer shall hold office until his successor shall have been duly elected, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these By-Laws.

SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. The resignation shall take effect at the time specified in the notice of resignation or, if the effective

==> picture [48 x 15] intentionally omitted <==

time of the resignation is not specified in the notice, immediately upon the Corporation’s receipt of the notice. Unless otherwise specified in the notice, the acceptance of the notice of resignation shall not be necessary to make the resignation effective.

SECTION 3. Removal. The Board of Directors may remove any officer of the Corporation, with or without cause, at any time.

SECTION 4. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at meetings of the Board of Directors or the stockholders. The Chairman shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time assign to him or her. The same individual may serve as both Chairman of the Board and Chief Executive Officer.

SECTION 5. Chief Executive Officer. The Chief Executive Officer shall, in the absence of the Chairman of the Board, if available and present, preside at each meeting of the Board of Directors or the stockholders. The Chief Executive Officer shall have the powers and duties customarily and usually associated with the position of Chief Executive Officer and those other powers and duties as the Board of Directors may from time to time assign to him or her.

SECTION 6. President. The President shall have the powers and duties customarily and usually associated with the office of the President and those other powers and duties as the Board of Directors may from time to time assign to him or her. The Chairman of the Board, Chief Executive Officer and the President may be the same person.

SECTION 7. Vice-President. Each Vice-President shall have those powers and perform those duties as the Board of Directors may from time to time assign to him or her. The Board of Directors may name Executive Vice Presidents or Senior Vice Presidents or otherwise establish different categories of vice presidents.

SECTION 8. Secretary. The Secretary shall have the powers and duties as are customarily and usually associated with the position of Secretary or as the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer may from time to time assign to him or her.

SECTION 9. General Counsel. The General Counsel shall have the powers and duties customarily and usually associated with the office of the General Counsel and the other powers and duties as the Board of Directors may from time to time be assigned to him or her.

SECTION 10. Other Officers. The Chief Operating Officer, Chief Financial Officer, Chief Administrative Officer, Chief Accounting Officer, Chief Information Officer, Chief Compliance Officer, Treasurer, Assistant Secretaries and Assistant Treasurers, if any, and any other officers shall perform the duties as the Board of Directors may from time to time assign.

SECTION 11. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

ARTICLE V

CAPITAL STOCK

SECTION 1. Issuance of Stock. Unless otherwise voted by stockholders and subject to the provisions of the Certificate of Incorporation and the DGCL, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in the manner, for the consideration and on the terms as the Board of Directors may determine.

SECTION 2. Stock Certificates. Certificates shall represent the stock of the Corporation, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

SECTION 3. Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be

==> picture [48 x 15] intentionally omitted <==

that officer, transfer agent or registrar before the certificate is issued, it may be issued by the Corporation with the same effect as if he were that officer, transfer agent or registrar at the date of issue.

SECTION 4. Lost Certificates. The Corporation shall not issue certificates for shares of stock in the Corporation in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of the loss, theft or destruction and, if the Board of Directors so requests, upon delivery to the Corporation of a bond of indemnity in the amount, upon the terms and secured by the surety, as the Board of Directors in its discretion may require.

SECTION 5. Transfers of Stock. Transfers of stock shall be made on the books of the Corporation by the holder of the shares in person or by the holder’s attorney upon surrender and cancellation of certificates for a like number of shares, or as law otherwise provides with respect to uncertificated shares.

SECTION 6. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled:

(a) to notice of and to vote at any meeting of stockholders;
(b) to express consent to corporate action in writing without a meeting (to the extent permitted by the Certificate of Incorporation and By-Laws);
(c) to receive payment of any dividend or other distribution or allotment of any rights;
(d) to exercise any rights in respect of any change, conversion or exchange of stock; or
(e) for the purpose of any other lawful action.

The Board of Directors may establish, in advance, a record date. Any record date to determine the stockholders entitled to notice of a meeting of stockholders shall not be more than 60 nor less than 10 days before the date of the meeting and, if the Board of Directors so fixes such a date, that date shall also be the record date for determining the stockholders entitled to vote at that meeting unless the Board of Directors determines, at the time it fixes the record date, that a later date on or before the meeting shall be the date for making the determination. Any record date for purposes of any other action described above shall be fixed or determined in accordance with applicable law.

If no record date is fixed, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be determined in accordance with applicable law.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the reconvened meeting.

SECTION 7. Registered Stockholders. The books of the Corporation shall include the names and addresses of the holders of record of the shares of stock of the Corporation’s capital, together with the number of shares of each class and series held by each record holder and the date of issue of those shares. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock as the person entitled to exercise the rights of a stockholder, including to receive dividends and to vote as the owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in the share or shares of stock on the part of any other person, whether or not it shall have express or other notice of the claim, except as the laws of Delaware otherwise provide.

SECTION 8. Dividends. Subject to applicable law and the Certificate of Incorporation, the Board of Directors may, out of funds legally available for dividends at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when it deems expedient. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless applicable law or the Certificate of Incorporation otherwise provide. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, a sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the Corporation.

SECTION 9. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

==> picture [48 x 15] intentionally omitted <==

SECTION 10. Regulations. The Board of Directors may make additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock or with respect to uncertificated shares of stock of the Corporation.

ARTICLE VI

INDEMNIFICATION

SECTION 1. Right to Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors.

SECTION 2. Right to Advancement of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director or officer of the Corporation in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Section 2 of this Article VI or otherwise. Payment of such expenses actually and reasonably incurred by such person, may be made by the Corporation, subject to such terms and conditions as the general counsel of the Corporation in his or her discretion deems appropriate.

SECTION 3. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI will not be exclusive of any other right which such person may have or hereafter acquire under any applicable law, provision of the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL.

SECTION 4. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise, or nonprofit entity.

SECTION 5. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

SECTION 6. Repeal, Amendment, or Modification. Any amendment, repeal, or modification of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

GENERAL PROVISIONS

SECTION 1. Seal. The seal of the Corporation shall be in the form as shall be approved by the Board of Directors.

SECTION 2. Fiscal Year. The Board of Directors, by resolution, shall fix the fiscal year of the Corporation. Once fixed, the Board of Directors may change the fiscal year by resolution.

==> picture [48 x 15] intentionally omitted <==

SECTION 3. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors and each officer shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon the information, opinions, reports or statements presented to the Corporation by any of its officers, agents or employees, or committees of the Board of Directors so designated, or by any other person or entity as to matters which the director, committee member or officer reasonably believes are within the other person’s or entity’s professional or expert competence and that has been selected with reasonable care by or on behalf of the Corporation.

SECTION 4. Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended or restated and in effect from time to time.

SECTION 5. Severability and Inconsistency. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws. If any provision of these By-Laws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision of these By-Laws shall not be given any effect to the extent of the inconsistency, but shall otherwise be given full force and effect.

SECTION 6. Notice and Waiver of Notice. Whenever any notice is required to be given to any stockholder or director by these By-Laws or the Certificate of Incorporation, it shall be deemed to be sufficient if given by mailing, postage paid, addressed to the person or persons entitled thereto at their post office addresses appearing on the books or other records of the Corporation, and such notice shall be deemed to have been given on the date of such mailing, but said notice shall also be deemed to be sufficient and to have been given and received if given in any other manner or by any other means authorized by law or provided for elsewhere in these By-Laws. A waiver or waivers of notice, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE VIII

AMENDMENTS

SECTION 1. These By-Laws may be amended or repealed or new by-laws adopted:

(a) if the Certificate of Incorporation so provides, by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present, or
(b) when a quorum is present at any annual or special meeting of stockholders, by the vote of the holders of at least two-thirds of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon.

==> picture [48 x 15] intentionally omitted <==

SCHEDULE “H” COMPARISON OF CORPORATE LAWS OF THE CAYMAN ISLANDS AND DELAWARE

The Domestication will affect the rights of the stockholders as they exist under the Companies Act. Set forth below is a comparative summary of the material rights, duties and obligations of corporations incorporated under the DGCL and the Companies Act and of the rights of shareholders as holders of Shares under the DGCL as compared to holders of Shares under the Companies Act.

The rights of holders of Shares are currently governed by the laws of the Cayman Islands (particularly the Companies Act) and the Articles. Upon consummation of the Domestication, the rights of holders of Shares will be governed by the laws of the State of Delaware (particularly the DGCL), as well as the proposed Certificate of Incorporation and By-Laws.

While it is not practical to summarize all of the legal differences between the rights of holders of Shares as governed by the DGCL and the rights of holders of Shares as governed by the Companies Act, certain principal differences that could materially affect the rights of holders of Shares are set forth below. The following summary is not a substitute for direct reference to applicable legislation (Delaware and Cayman Islands), the Articles, the proposed Certificate of Incorporation and By-Laws, or for professional interpretation of such documents, and is qualified by reference thereto. The following summary does not purport to be complete or exhaustive and shareholders should therefore consult their legal and tax advisors regarding the implications of the Domestication and Continuation which may be of particular importance to them.

Comparison of Stockholder Rights

Calling a Stockholders' Meeting. Under the DGCL, special meetings of the stockholders may be called by the board of directors or by any other person as may be authorized to do so by the certificate of incorporation or the by-laws of the corporation. In accordance with the proposed Certificate of Incorporation and By-Laws, special meetings of stockholders can be called by (i) the Board by a majority resolution or (ii) the Chairman of the Board.

Under the Companies Act, in the case of an ordinary company, the company is required to hold an annual general meeting at least once a year. Failure to hold the annual general meeting will result in the company not being in a position to file its annual return and being subject to penalties. In the case of an exempted company, which is not required by the Companies Act to hold an annual general meeting, shareholders' meetings need only be held when required. Should it be necessary for shareholders to meet on special matters during the year, an extraordinary general meeting may be called.

The Articles provide for the giving of notices for annual and special meetings of the shareholders and provide that no less than 21 days’ notice shall be provided for such meetings. The proposed By-Laws provide for the meetings of shareholders and provide that notice, except as otherwise provided by applicable laws, must be given not less than 10 days nor more than 60 days before the date of the meeting.

Stockholder Consent in Lieu of Meeting. Under the DGCL, unless otherwise limited by the certificate of incorporation, stockholders may act by written consent without a meeting if holders of outstanding stock representing not less than the minimum number of votes that would be necessary to take the action at an annual or special meeting execute a written consent providing for the action. The proposed Certificate of Incorporation and By-Laws prohibit stockholder action taken by written consent of stockholders.

Under the Articles, the shareholders may act by written resolution without a meeting only if all of the holders of Shares of the Company being at the time entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) execute a written resolution providing for the action.

Quorum of Stockholders. Under the DGCL, the certificate of incorporation or by-laws may specify the required quorum, but generally a quorum may consist of no less than one-third of the shares entitled to vote at the meeting.

==> picture [48 x 15] intentionally omitted <==

Under the Companies Act, the quorum for a shareholders’ meeting can be one shareholder or any greater number specified by the articles of association (which is not required to be proportionate to shareholdings).

The Articles provide that a quorum for any meeting of shareholders is two or more shareholders holding at least 5% of the Shares present or represented by proxy. The proposed By-Laws provide that a majority in voting power of the Shares of the corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders.

Attendance at Meetings

The Articles provide that a person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. The DGCL and the proposed By-Laws permit stockholders to participate in stockholder meetings by means of remote communication under certain circumstances.

Director Qualification and Number; Meetings of Directors. Under the DGCL, the number of directors shall be fixed by, or in the manner provided in, the by-laws, unless the certificate of incorporation fixes the number of directors. If fixed in the certificate of incorporation, the number of directors may be changed only by amendment of the certificate of incorporation. The proposed Certificate of Incorporation does not specify the number of directors.

Under the Companies Act, the management of the company is delegated by the shareholders to the directors pursuant to the articles of association. There are no statutory restrictions on the minimum or maximum number of directors of a Cayman Islands company. The manner of appointment of directors and the number of directors is regulated by the articles of association. There are no statutory qualifications for directors, and directors need not be residents of the Cayman Islands. Every company must keep at its registered office a register containing the names and addresses of its directors and officers, send a copy to the Registrar of Companies and notify the Registrar of Companies within 60 days if any change takes place in the directors and officers.

The Articles provide that the Board shall consist of three directors and, if not otherwise determined by the shareholders, the numbers of directors will be set from time to time by resolution of the directors, subject to the foregoing minimum number of directors. The proposed Certificate of Incorporation and the By-Laws provide that the number of directors of the Company shall be determined from time to time by resolution of the Board; provided, however, that the number of directors constituting the whole board shall be at least three.

The Articles require at least two days’ notice for a meeting of directors. Under the proposed By-Laws, notice of regular meetings of the Board need not be given unless required under applicable law. Notice of any special meetings of the Board must be given at least 24 hours before each such special meeting. Regular meetings shall be held regularly and special meetings can be called by the Chairman of the Board; the Chief Executive Officer; two or more directors of the company; or one director if there is only a single director in office.

The Articles require 50% of the directors to be present to constitute a quorum. Under the proposed By-Laws, a majority of the entire Board shall constitute a quorum.

Under the Articles, matters considered at meetings of directors shall be decided by a majority of the votes cast. In the case of an equality of votes, the chairman has a second or casting vote. Under the proposed By-Laws, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board except as otherwise provided by the By-Laws, the Certificate of Incorporation or the DGCL. The proposed By-Laws do not provide for second or casting votes.

Committees. The Articles provide for the appointment, variation and removal of committees and the procedures to be taken at such committees. The proposed By-Laws also provide for the designation of one or more committees to consist of one or more directors of the Company. The proposed By-Laws do not deal with the membership of each committee other than that they must be members of the Board.

Officers. The Articles provide for the appointment of various officers and the function and duties of the officers shall be determined by the Board. The proposed By-Laws provide for the appointment of various officers and provide that each

==> picture [48 x 15] intentionally omitted <==

officer shall have such authority and perform such duties in the management and operation of the Company as shall be prescribed by the By-Laws or by resolutions of the Board.

Vote on Extraordinary Corporate Transactions. Under the DGCL, a sale, lease or exchange of all or substantially all the property or assets of a Delaware corporation requires the approval of the holders of a majority of the outstanding voting power of the corporation. Mergers or consolidations also generally require the approval of the holders of a majority of the outstanding voting power of the corporation. However, stockholder approval is generally not required by a Delaware corporation if such corporation’s certificate of incorporation is not amended by the merger; each share of stock of such corporation outstanding immediately prior to the merger will be an identical outstanding share of the surviving corporation after the effective date of the merger; and if the number of shares of common stock, including securities convertible into common stock, issued in the merger does not exceed 20% of such corporation’s outstanding common stock immediately prior to the effective date of the merger. In addition, stockholder approval is not required by a Delaware corporation if it is the surviving corporation in a merger with a subsidiary in which its ownership was 90% or greater. Finally, unless required by its certificate of incorporation, stockholder approval is not required under Delaware law for a corporation to merge with or into a direct or indirect wholly owned subsidiary of a holding company (as defined under Delaware law) in certain circumstances. The proposed Certificate of Incorporation does not require such a vote.

In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that it is facilitated by the laws of that other jurisdiction).

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of their shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows:

(a) the shareholder must give their written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for their shares if the merger or consolidation is authorized by the vote;
(b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection;
(c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of their intention to dissent including, among other details, a demand for payment of the fair value of their shares;
(d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase their shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and
(e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value.

Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder may not be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration

==> picture [48 x 15] intentionally omitted <==

for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Moreover, the Companies Act also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

(a) the company is not proposing to act illegally or beyond the scope of its corporate authority;
(b) and the statutory provisions as to majority vote have been complied with;
(c) the shareholders have been fairly represented at the meeting in question;
(d) the arrangement is such as a businessperson would reasonably approve; and
(e) the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

Liability of Directors; Limitation of Directors’ Liability. Under the DGCL, a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, but such provisions may not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) wilful or negligent payment of unlawful dividends or unlawful stock purchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit. The proposed Certificate of Incorporation contains such a provision and provides that a director shall not be personally liable to the Company or to its stockholders for monetary damages for any breach of fiduciary duty as a director to the extent permitted by the DGCL.

Under the Companies Act, the mere fact that one director is liable to the company for a breach of duty does not of itself render the remaining directors also liable. Thus, for example, in the absence of negligence, the director is not liable for a breach of duty by other directors of which they were ignorant. Decided English cases have held that failure to attend board meetings does not of itself make a director liable for the act done at those meetings by their co-directors, and agreement to a course of practice resulting in loss does not create a liability where a director has taken no part in the specific action giving rise to the loss. However, a director will be liable if they have failed to supervise the activities of a guilty director in circumstances where their duty of care obliges them to do so, or where they have knowingly participated in or has sanctioned conduct which constitutes a breach of duty and in these circumstances a comparatively slight degree of participation is sufficient to create liability.

Dissenters' or Appraisal Rights. The DGCL grants appraisal rights only in the case of certain mergers or consolidations and not in the case of other fundamental changes such as the sale of all or substantially all of the assets of the corporation or amendments to the certificate of incorporation, unless so provided in the corporation's certificate of incorporation. Under Delaware law, stockholders who have neither voted in favor of nor consented to the merger or consolidation have the right to seek appraisal of their shares in connection with certain mergers or consolidations by demanding payment in cash for their shares equal to the fair value of such shares. Fair value is determined by a court in an action timely brought by the stockholders who have properly demanded appraisal of their shares. In determining fair value, the court may consider all relevant factors, including the rate of interest which the resulting or surviving corporation would have had to pay to borrow money during the pendency of the court proceeding.

==> picture [48 x 15] intentionally omitted <==

No appraisal rights are available for shares of any class or series listed on a national securities exchange or held of record by more than 2,000 stockholders. However, appraisal rights are available if the agreement of merger or consolidation requires the holders of stock to accept for their stock anything other than:

(a) stock of the surviving corporation;
(b) stock of another corporation which is either listed on a national securities exchange or held of record by more than 2,000 stockholders;
(c) cash in lieu of fractional shares; or
(d) some combination of the above.

In addition, under Delaware law, appraisal rights are not available for any shares of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation.

In certain circumstances the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan of merger or consolidation must then be authorized by either (a) a special resolution (usually the holders of a majority of 66 2/3% of the share, who, being entitled to do so, attend and vote at a general meeting) of the shareholders of each company; and (b) such other authorisation, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the director of the Cayman Islands company is required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands company, the director of the Cayman Islands company is further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

==> picture [48 x 15] intentionally omitted <==

If a scheme of arrangement or takeover offer is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholder Remedies. The DGCL does not provide for an oppression remedy. However, the DGCL provides a variety of legal and equitable remedies to a corporation's stockholders for improper acts or omissions of a corporation, its officers and directors. Under the DGCL, only stockholders can bring an action alleging a breach of fiduciary duty by the directors of a corporation. In most situations, in order to be successful, the stockholder must overcome the “business judgment rule”, which simply stated means that absent a showing of intentional misconduct, gross negligence or a conflict of interest, disinterested directors’ decisions are presumed (subject to rebuttal) by the courts to have been made on an informed basis, in good faith and in the best interests of the corporation.

The laws of the Cayman Islands do not provide for a similar remedy; however, a shareholder does have the right to petition the court to wind-up a company on just and equitable grounds.

Derivative Action. Under Delaware law, a stockholder may bring a derivative action on behalf of the corporation to enforce a corporate right, including the breach of a director's duty to the corporation. Delaware law requires that the plaintiff in a derivative suit be a stockholder of the corporation at the time of the wrong complained of and remain so throughout the duration of the suit; that the plaintiff make a demand on the directors of the corporation to assert the corporate claim unless the demand would be futile; and that the plaintiff is an adequate representative of the other stockholders.

Maples and Calder (Cayman) LLP, the Company’s Cayman Islands counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the Company will be the proper plaintiff in any claim based on a breach of duty owed to the Company, and a claim against (for example) the Company’s officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

a company is acting, or proposing to act, illegally or beyond the scope of its authority;
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against the Company where the individual rights of that shareholder have been infringed or are about to be infringed.

Director Election and Qualifications. The DGCL provides that, unless otherwise specified in the certificate of incorporation, directors must be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Pursuant to the proposed By-Laws, directors are to be elected by a plurality of the votes cast at a meeting of stockholders.

Under the Companies Act, the manner of appointment of directors and the number of directors is regulated by the articles of association.

Fiduciary Duty of Directors. Under Delaware common law, directors have a duty of care and a duty of loyalty. The duty of care requires that the directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of loyalty is the duty to act in good faith, not out of self-interest, and in a manner which the directors reasonably believe to be in the best interests of the stockholders. In addition, the DGCL provides that a transaction between a Delaware corporation and one of its directors or officers or an entity affiliated with one of its directors or officers is not voidable solely for such reason so long as (i) the material facts of the director’s or officer’s interest in the transaction are disclosed to the board of directors and a majority of the disinterested directors in good faith authorizes the transaction, even though they may be less than a quorum, (ii)

==> picture [48 x 15] intentionally omitted <==

the material facts of the director’s or officer’s interest in the transaction are disclosed to the stockholders and the transaction is specifically approved in good faith by the stockholders or (iii) the transaction is fair to the Delaware corporation at the time it is authorized or approved by the board of directors or stockholders.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) directors should not properly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which they have a personal interest provided that they have disclosed that nature of their interest to the board of directors. With respect to the duty of directors to avoid conflicts of interest, the Articles of Association vary from the applicable provisions of Cayman Islands law mentioned above by providing that a director must disclose the nature and extent of their interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the TSX-V, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which they are interested and may be counted in the quorum at the meeting.

In addition to the above, under Cayman Islands law, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill, and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Accordingly, as a result of multiple business affiliations, the officers and directors may have similar legal obligations relating to presenting business opportunities meeting the abovelisted criteria to multiple entities. In addition, conflicts of interest may arise when the Board evaluates a particular business opportunity with respect to the above-listed criteria.

A director of a Cayman Islands company also owes to the company duties to exercise independent judgment in carrying out their functions and to exercise reasonable skill, care and diligence, which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which they actually possess.

A general notice may be given to the board of directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or (2) they are to be regarded as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified person who is connected with them, will be deemed sufficient declaration of interest. This notice shall specify the nature of the interest in question. Following the disclosure being made pursuant to the Articles of Association and subject to any separate requirement under applicable law or the listing rules of the TSX-V, and unless disqualified by the chairman of the relevant meeting, a director may vote in respect of any transaction or arrangement in which they are interested and may be counted in the quorum at the meeting.

Removal of Directors . Under the DGCL, the certificate of incorporation and the by-laws, directors may generally be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

==> picture [48 x 15] intentionally omitted <==

Under the Companies Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or may be requisitioned by shareholders holding not less than 20% of the issued shares in certain circumstances.

Under the Articles, the Company may by ordinary resolution appoint any person to be a director or may by special resolution remove any director. The Board may remove any director before the expiration of their term of office if the director is convicted of an indictable offence.

Amendments to the Governing Documents. Under the DGCL, an amendment to a corporation’s certificate of incorporation requires the approval of a majority of the outstanding shares entitled to vote thereon and a majority of the outstanding shares of each class entitled to vote thereon as a class, unless a level of approval of a greater number of outstanding shares entitled to vote is required by the certificate of incorporation. The proposed Certificate of Incorporation contains a provision requiring the affirmative vote of the holders of at least two-thirds of the voting power of the shares of the then issued and outstanding voting stock of the corporation entitled to vote thereon, to amend, alter, repeal, or adopt any provision inconsistent with certain provisions of the Certificate of Incorporation relating to the ByLaws, stockholder action, the indemnification of directors or officers or the provisions of the Certificate of Incorporation authorizing the amendment, alteration, change or repeal of any of its provisions.

In addition, under the DGCL, if an amendment to a certificate of incorporation adversely affects the powers, preferences or special rights of a particular class of shares, that class is entitled to vote separately on the amendment whether or not it is otherwise entitled to vote. In regards to by-laws, under the DGCL, directors of a corporation, if authorized by the certificate of incorporation, may adopt, amend or repeal by-laws, such action not being subject to later stockholder confirmation. However, authority so granted to directors does not divest the stockholders of their authority to adopt, amend or repeal by-laws.

The Company’s proposed Certificate of Incorporation and By-Laws provide that the Board has the power to adopt, amend or repeal the By-Laws. Additionally, the Company’s proposed Certificate of Incorporation and By-Laws provide that a vote of the holders of at least two-thirds of the outstanding voting power of the Shares will be required to adopt, amend, or repeal the By-Laws.

Under the Companies Act, statutory voting requirements cannot be disapplied or decreased, however, the articles of association of a company can be amended to create voting requirements exceeding the statutory requirements.

Filling Vacancies on the Board of Directors. Under the DGCL, unless otherwise provided in the certificate of incorporation or by-laws, vacancies and newly created directorships may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director. The proposed Certificate of Incorporation and By-Laws provide and allow vacancies and newly created directorships to be filled like this. Under the DGCL, if any class or series of stockholders has the right to elect one or more directors, any vacancy or newly created directorship of such class or series may be filled by the remaining directors elected by such class or series then in office. If at any time there are no directors in office, any officer, stockholder or fiduciary may (i) call a special meeting of stockholders to elect directors or (ii) apply to the Delaware Court of Chancery to order an election of directors.

Under the Companies Act, the board of directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a meeting of the board of directors, appoint any person as a director, to fill a casual vacancy on the board of directors or as an addition to the existing board of directors. A vacancy on the board of directors created by the removal of a director may be filled by way of an ordinary resolution of the company’s shareholders or by the affirmative vote of a simple majority of the remaining directors present and voting at a meeting of the board of directors.

Indemnification of Directors and Officers. Delaware law permits a corporation to indemnify its present or former directors and officers, employees and agents made a party, or threatened to be made a party, to any third party proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person:

==> picture [48 x 15] intentionally omitted <==

(a) acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation; and
(b) with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.

In a derivative action, or an action by or in the right of the corporation, the corporation is permitted to indemnify directors, officers, employees and agents against expenses actually and reasonably incurred by them in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation. However, in such a case, no indemnification shall be made if the person is adjudged liable to the corporation, unless and only to the extent that, the court in which the action or suit was brought or the Court of Chancery of the State of Delaware shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability to the corporation.

The DGCL allows the corporation to advance expenses before the resolution of an action, if in the case of current directors and officers, such persons agree to repay any such amount advanced if they are later determined not to be entitled to indemnification.

The DGCL permits a corporation to maintain insurance on behalf of an officer, director, employee or agent against any liability asserted against such individual or incurred by such individual by reason of their having been a director, officer, employee or agent whether or not the corporation would have the power to indemnify them against such liabilities under the applicable provisions of DGCL. The proposed Certificate of Incorporation contains a provision authorizing the Company to indemnify directors and officers to the fullest extent permitted by the DGCL.

Cayman Islands laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of the company’s business. The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where there is evidence of dishonesty, wilful default or actual fraud. Accordingly, and subject to the above exception, many companies registered in the Cayman Islands include an indemnity for the benefit of all their directors and officers in the Articles of Association. The company will then usually insure against its own liability under the indemnity. Where wilful neglect or default in carrying out a duty of skill, care and diligence is found, there will be no relief from liability.

The test for wilful neglect or default was examined in the Cayman Islands Court of Appeal judgment in Weavering . Here, it was confirmed that neglect or default would not be wilful unless a director made a conscious or deliberate decision to act or failed to act in knowing breach of their duties. In other words, wilful default can only exist where: (a) the person knows that they are committing, and intends to commit, a breach of duty; or (b) they are recklessly careless in the sense of not caring whether the act or omission is a breach of duty. The Court of Appeal in overturning the decision of the lower court firmly stated that “negligence, however gross, is not enough”.

The Articles provide for the indemnification of directors or officers. The proposed By-Laws provide for the indemnification of directors and officers to the fullest extent permitted by the DGCL and allow for the Board, in its sole discretion, to grant rights to indemnification for employees and agents to the fullest extent permitted by the DGCL.

Personal Liability of Directors. The DGCL provides that a corporation may, in its certificate of incorporation, limit the personal liability of directors to the corporation and its stockholders for breach of fiduciary duty, provided that it cannot eliminate or limit the director’s liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, an unlawful payment of a dividend or an unlawful stock purchase or redemption, and any transaction from which the director derived an improper personal benefit.

Under the Companies Act, generally speaking, directors are not personally liable for the debts, liabilities or obligations of a company except for those debts, liabilities or obligations which arise out of the negligence, fraud or breach of fiduciary duty on the part of an individual director, or an action not within their authority and not ratified by the company.

The analysis of directors’ liability is assessed under two separate heads:

(a) liability to the company and its shareholders; and

==> picture [48 x 15] intentionally omitted <==

(b) liability to third parties outside the company.

Payment of Dividends. Under the DGCL, dividends may be paid in cash, in property or in shares of the corporation’s capital stock. Furthermore, directors of a corporation may, unless otherwise restricted by the certificate of incorporation, declare and pay dividends out of surplus. If there is no surplus, the dividends may be paid out of the net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. A corporation shall not declare any dividend if the corporation’s capital is less than the capital represented by issued and outstanding capital stock, which has a preference on any distribution of assets.

Under the Companies Act, dividends may be paid out of profits or from the company’s share premium account provided that the company remains solvent after the payment. Capital distributions are permitted by the redemption of redeemable shares or the company purchasing its own shares. There are no restrictions under the Companies Act on a Cayman Islands company giving financial assistance for the purpose of the acquisition of its own shares or shares in any holding company.

Access to Corporate Records. Under Delaware law, for any proper purpose, stockholders have the right to inspect, upon written demand under oath stating the purpose for such inspection, the corporation’s stock ledger, list of stockholders and its other books and records, and to make copies or extracts of the same. A proper purpose means a purpose reasonably related to a person’s interest as a stockholder.

Under the Companies Act, shareholders have no general right to obtain copies of shareholder lists or corporate records. The Articles provide the shareholders with the right to inspect or obtain copies of a list of shareholders, provided certain specified procedures are followed and the shareholder who seeks the right of inspection has a proper purpose, being a purpose reasonably related to such person’s interest as a shareholder, similar to the DGCL. There is no general right to inspect the books and records pursuant to the Companies Act, but under the Articles, the Board has the discretion to permit any shareholder to inspect the books and records for any proper purpose.

Redemption and Repurchase of Shares. Delaware law generally provides that a corporation may redeem or repurchase its shares only if such redemption or repurchase would not impair the capital of the corporation.

As mentioned above, under the Companies Act, capital distributions are permitted by the redemption of redeemable shares or the company purchasing its own shares.

Business Combinations. Section 203 of the DGCL provides, with some exceptions, that a Delaware corporation may not engage in any business combination with a person, or an affiliate or associate of such person, who is an interested stockholder for three years from the time that person became an interested stockholder unless:

the board of directors approved the transaction before the “interested stockholder” obtained such status;
upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the “interested stockholder” owned at least 85% of a Delaware corporation’s outstanding voting stock at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and are also officers and (ii) employee stock plans in which the participants do not have the right to determine confidentially whether shares held subject to the plans will be tendered in the tender or exchange offer; or
on or subsequent to such date, the business combination or merger is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by two-thirds of the holders of the outstanding voting stock not owned by the “interested stockholder.”

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or within three years did own 15% or more of a corporation’s voting stock.

Certain corporations may, at its option, exclude itself from the coverage of Section 203 by an appropriate provision in its certificate of incorporation. The Company has not elected to exclude itself from the coverage of Section 203, if it becomes applicable to the company.

==> picture [48 x 15] intentionally omitted <==

There is no comparable provision relating to business combinations under the Companies Act.

Anti-Takeover Effects. Certain provisions under Delaware law may allow a Delaware corporation to make itself potentially less vulnerable to hostile takeover attempts. These powers include the ability to:

implement a staggered board of directors, which prevents an immediate change in control of the board;
require that notice of nominations for directors be given to the corporation prior to a meeting where directors will be elected, which may give management an opportunity to make a greater effort to solicit its own proxies;
prohibit the calling of a special meeting of stockholders except by the board of directors, which may prevent a raider’s ability to call a meeting to make disruptive changes;
remove a director from a staggered board only for cause, which gives some protection to directors on a staggered board from arbitrary removal;
provide that the power to determine the number of directors and to fill vacancies be vested solely in the board, so that the incumbent board, not a raider, would control vacant board positions;
provide for supermajority voting in some circumstances, including mergers and certificate of incorporation amendments; and
issue “blank check” preferred stock, which may be used to make a corporation less attractive to a raider.

Under Cayman Islands law, some provisions under the Articles may discourage, delay or prevent a change of control of the Company or management that shareholders may consider favorable, including provisions that:

authorize the board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by the shareholders; and
limit the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, the directors may only exercise the rights and powers granted to them under the Articles for a proper purpose and for what they believe in good faith to be in the best interests of the Company.

AI assistant

Itafos Inc. — Proxy Solicitation & Information Statement 2021

44876_rns_2021-05-14_d3407d60-637a-4e5c-977e-5cf31825e0be.pdf

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF MEMBERS

COVID-19

By Order of the Board of Directors

TABLE OF CONTENTS

1. MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATIONS OF PROXIES

EXERCISE OF DISCRETION BY PROXIES

VOTING BY NON-REGISTERED MEMBERS

2. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

3. DIRECTORS AND EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE OFFICERS COMPENSATION

Objectives of Executive Officers Compensation Program

Overview of Executive Officers Compensation Philosophy – Elements of Executive Officers Compensation

Assessment of Risk as it relates to Directors and Executive Officers Compensation

Hedging of Economic Risks for Personal Equity Ownership

NEOS – SUMMARY COMPENSATION TABLE

INCENTIVE PLAN AWARDS

TERMINATION AND CHANGE OF CONTROL BENEFITS

Total Payouts Upon Termination Following Change of Control or Upon Termination Without Cause/Resignation for Good Reason

DIRECTOR COMPENSATION

NON-EXECUTIVE DIRECTORS – SUMMARY COMPENSATION TABLE

Incentive Plan Awards

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Stock Option Plan

RSU Plan

4. AUDIT COMMITTEE DISCLOSURE

CHARTER OF THE AUDIT COMMITTEE

COMPOSITION OF THE AUDIT COMMITTEE

Anthony Cina – Chairman

Ricardo De Armas – Director

Ronald Wilkinson – Director

RELIANCE ON CERTAIN EXEMPTIONS

PRE-APPROVAL POLICIES AND PROCEDURES

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

5. CORPORATE GOVERNANCE PRACTICES

BOARD OF DIRECTORS

Board Mandate

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Board Assessments

Director Term Limits and Board Renewal

Board Diversity

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

6. MATTERS TO BE ACTED UPON AT THE MEETING

FINANCIAL STATEMENTS

ELECTION OF DIRECTORS

Director Nominees

Anthony Cina – Chairman

Ricardo De Armas – Director

G. David Delaney – Director

Evgenij Iorich – Director

Rory O’Neill – Director

Ronald Wilkinson – Director

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

APPOINTMENT OF AUDITORS

APPROVAL OF STOCK OPTION PLAN

CONTINUATION INTO DELAWARE

General

Principal Reasons for the Domestication

Effects of the Continuation

Applicable Corporate Law

Business and Operations

Assets, Liabilities, Obligations, Etc.

Board of Directors

Outstanding Shares

Shareholder Approval

Regulatory and Other Approvals

Comparison of Stockholder Rights

Proposed Certificate of Incorporation and By-Laws

TAX CONSIDERATIONS

Certain U.S. Federal Income Tax Considerations

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION TO THEM, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Holders

Itafos Inc. Proxy Solicitation & Information Statement 2021