This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult with your investment dealer, stockholder, bank manager, lawyer or other professional advisor.

WOODBRIDGE VENTURES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2020

- AND -

MANAGEMENT INFORMATION CIRCULAR

As a result of the Covid-19 pandemic, the meeting for which this notice is being given will be held entirely virtually and by teleconference. There will be no meeting location or physical meeting. To attend the meeting, you may dial the following number at 1:00 p.m. (Toronto Time) on May 26, 2020: 1-416-216-5643 or 1-226-828-9662. When prompted, please enter the following meeting number (access code): 629 759 171 and meeting password: 97853632 and you will be admitted into the meeting.

WOODBRIDGE VENTURES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON May 26, 2020

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of the Shareholders (the "Meeting") of Woodbridge Ventures Inc. (the "Corporation") will be held on Tuesday the 26th day of May, 2020 at the hour of 1:00 p.m. (Toronto time). As a result of the Covid-19 pandemic, the Meeting will be held virtually by way of teleconference and there will be no meeting location or physical meeting. To attend the Meeting, at 1:00 p.m. on May 26, 2020, please dial the following number: 1- 416-216-5643 or 1-226-828-9662. When prompted, please enter the following meeting number (access code): 629 759 171 and meeting password: 97853632 and you will be admitted into the meeting.

The Meeting will held for the following purposes:

1. To receive the audited financial statements of the Corporation for the year ended December 31, 2019 and December 31, 2018, together with the report of the auditors thereon;
1. To elect directors to serve from the close of the Meeting until the earlier of: (i) the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed; and (ii) a time determined by the directors, such time to be: (x) no earlier than the time of completion of the proposed qualifying transaction with Jack Nathan Medical Inc. (the "Proposed Qualifying Transaction") and (y) not later than one(1) business day following the date of completion of the Proposed Qualifying Transaction, and, if no such determination is made by the directors, such determination will be deemed to have been made and the time deemed to be determined shall be the effective time of the Proposed Qualifying Transaction, as more fully described in the accompanying management information circular (the "Circular");
1. To appoint auditors for the ensuing year and to authorize the directors to fix their remuneration;
1. To consider and, if thought advisable, pass with or without variation, an ordinary resolution ratifying and confirming the 10% "rolling" stock option plan of the Corporation, the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Special Business – Ratification of Stock Option Plan";
1. To consider and, if thought fit, pass with or without variation, a special resolution authorizing an amendment to the articles of the Corporation providing for a name change of the Corporation to "Jack Nathan Medical Corp." or such other name as shall be acceptable to the directors and applicable regulatory authorities, to take effect only in the event that all conditions to the effectiveness of the Corporation's Proposed Qualifying Transaction with Jack Nathan Medical Inc., are satisfied of waived as more particularly described under the heading "Particulars of Matters to be Acted Upon – Special Business – Matters Relating to the Proposed Qualifying Transaction-Name Change" in the accompanying Circular;
1. To consider, and if deemed appropriate, pass with or without variation, a special resolution authorizing the board of directors of the Corporation to consolidate the common shares of the Corporation on the basis of one (1) new common share for three (3) old common shares and amend the Corporation's articles accordingly, as more particularly described under the heading "Particulars of Matters to be Acted Upon – Special Business – Matters Relating to the Proposed Qualifying Transaction- Approval of Share Consolidation" in the accompanying Circular;
1. To consider, and if deemed advisable, to approve, with or without variation, a special resolution authorizing an amendment of the articles of the Corporation to create a new class of shares the details of which are contained under the heading "Particulars of Matters to be Acted Upon – Special

Business – Matters Relating to the Proposed Qualifying Transaction – Adoption of Restricted Voting Shares" in the accompanying Circular; and

To transact such other business as may properly come before the Meeting or any adjournment thereof.

This notice is accompanied by a form of proxy and the Circular. The Corporation's audited consolidated financial statements for the fiscal year ended December 31, 2019 and a request form for shareholders who would like to receive the Corporation's financial statements and related management's discussion and analysis in respect of its current fiscal year was recently mailed to shareholders (if it was requested to be sent).

The board of directors has fixed the close of business on April 15, 2020 as the record date for the determination of holders of the Corporation's common shares entitled to notice of the Meeting and any adjournments thereof.

Shareholders are referred to the Circular for more detailed information with respect to the matters to be considered at the meeting and for the full text of any special resolutions. A special resolution must be passed by not less than two-thirds of the votes cast by shareholders who vote in respect of the resolution. An ordinary resolution must be passed by not less than 50% of the votes cast by shareholders who vote in respect of the resolution.

As a result of the Covid-19 pandemic, the meeting will be held virtually by way of teleconference and there will be no meeting location or physical meeting. To attend the meeting, at 1:00 p.m. on May 26, 2020, please dial 1-416-216-5643 or 1-226-828-9662. When prompted, please enter the following meeting number (access code): 629 759 171 and meeting password: 97853632 and you will be admitted into the meeting.

As the meeting will be held virtually, shareholders will not be able to physically attend the Meeting, nor will shareholders be able to vote at the meeting. Accordingly, shareholders are being requested to vote in advance of the meeting, either by proxy or internet voting. However, in the event a shareholder does not vote in advance of the Meeting, after a motion is brought to approve each item of business to be dealt with at the Meeting, the Meeting will be adjourned for two (2) hours during which time shareholders may vote on any of the matters before the Meeting by way of internet voting at www.voteproxyonline.com. After two (2) hours, the Meeting will re-convene and the votes for each matter of business acted upon at the Meeting will be tabulated In order to be able to vote by over the internet, a shareholder must have their unique control number, which was mailed along with this management information circular. Unless you have your unique control number, you will not be able to vote by internet. Additional details regarding proxy and internet voting are contained in the accompanying management information circular. Please read carefully.

DATED at Toronto, Ontario, this 26th day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Raphael Danon"

Raphael Danon Director and CFO

WOODBRIDGE VENTURES INC.

MANAGEMENT INFORMATION CIRCULAR

Adjustments to the Meeting as a Result of Covid-19

As a result of the Covid-19 pandemic and restrictions in place regarding public gatherings, the the annual and special meeting of shareholders of Woodbridge Ventures Inc. (the "Corporation") on Tuesday May 26, 2020 at 1:00 p.m. (Toronto Time ) ( the"Meeting") will be held virtually by teleconference and there will be no Meeting location and no physical Meeting. To attend the meeting, at 1:00 p.m. on May 26, 2020, please dial 1-416-216-5643 or 1-226-828-9662. When prompted, please enter the following meeting number (access code): 629 759 171 and meeting password: 97853632 and you will be admitted into the meeting.

As the Meeting will be held virtually, shareholders will not be able to physically attend the Meeting, nor will shareholders be able to vote at the Meeting. Accordingly, shareholders are being requested to vote in advance of the meeting, either by proxy or internet voting, the details of which are set out below. However, in the event a shareholder does not vote in advance of the Meeting, after a motion is brought to approve each item of business to be acted upon at the Meeting, the Meeting will be adjourned for two (2) hours during which time shareholders may vote on any of the matters before the Meeting by way of internet voting only at www.voteproxyonline.com. After two (2) hours, the Meeting will re-convene and the votes for each matter of business acted upon at the Meeting will be tabulated.

Internet voting will only be available to registered shareholders, and not beneficial shareholders. If your shares are held by your broker or you are otherwise a beneficial shareholder, please see the heading below entitled - Beneficial Shareholders, for information on how to vote..

In order to be able to vote by internet, you must be a registered shareholder and you must have your unique control number, which was mailed to you along with this management information circular. Unless you have a unique control number, you will not be able to vote by internet. Voting on the day of the Meeting will only be available by internet.

Solicitation of Proxies

THIS CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF THE CORPORATION OF PROXIES TO BE USED AT THE MEETING. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Corporation's proxy solicitation materials to the beneficial owners of the common shares of the Corporation (the "Common Shares") held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation.

Appointment and Completion of Proxies

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder's behalf in accordance with the instructions given by the shareholder in the proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation or counsel to the Corporation. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT THEM AT THE MEETING MAY DO SO either by inserting such person's name in the blank space provided in that form of proxy and by deleting therefrom the names of the management designees, or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of the transfer agent indicated on the enclosed envelope not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of holding the Meeting or adjournment thereof. Such shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxyholder and provide instructions on how the shareholder's shares are to be voted. If you choose to name your own proxyholder instead of the persons named in the form of proxy, the scrutineer of the Meeting may not be able to verify the identity of the proxyholder as the Meeting will be held virtually by teleconference. IN THE EVENT THE SCRUTINEER OF THE MEETING IS UNABLE TO VERIFY THE IDENTITY OF ANY PROXYHOLDER, THE SHARES ATTACHED TO SUCH PROXY CANNOT BE VOTED. ACCORDINGLY, IT IS RECOMMENDED THAT YOU SELECT A PERSON NAMED IN THE FORM OF PROXY INSTEAD OF NAMING YOUR OWN PROXYHOLDER. To be valid, the proxy must be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy).

Registered Shareholders

Registered shareholders may wish to vote by p roxy. Registered shareholders electing to submit a proxy may do so by:

(a) completing, dating and signing the enclosed form of proxy and returning it to the Corporation's transfer agent, TSX Trust Company ("TSX Trust"), by hand or by mail to: 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1; or by fax at 1-866-600-5869; or
(b) using the internet through the website of the Corporation's transfer agent at www.voteproxyonline.com. Registered shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder's account number and the proxy access number; and

in all cases, ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. Proxies received after that time may be accepted by the Chairman of the Meeting in the Chairman's discretion, and the Chairman is under no obligation to accept late proxies.

As the Meeting will be held virtually by teleconference, shareholders will not be able to vote at the Meeting. Registered shareholders are therefore requested to vote in the advance of the Meeting using one of the three methods described above. However, in the event a shareholder does not vote in advance of the Meeting, after a motion is brought to approve each item of business to be acted upon at the Meeting, the Meeting will be adjourned for two (2) hours during which time shareholders may vote on any of the matters before the Meeting by way of internet voting only. After two hours, the Meeting will re-convene and the votes for each matter of business acted upon at the Meeting will be tabulated.

VOTING ON THE DAY OF THE MEETING WILL BE AVAILABLE TO REGISTERED SHAREHOLDERS ONLY. IN ORDER TO MAKE USE OF INTERNET VOTING, A REGISTERED SHAREHOLDER WILL NEED THEIR UNIQUE CONTROL NUMBER, WHICH HAS BEEN MAILED ALONG WITH THIS CIRCULAR. YOU WILL NOT BE ABLE TO VOTE BY INTERNET IF YOU DO NOT HAVE YOUR UNIQUE CONTROL NUMBER.

Beneficial Shareholders

The information set forth in this section is of significant importance as many shareholders

do not hold shares in their own name.

Only shareholders whose names appear on the records of the Corporation as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are non-registered shareholders ("Beneficial Shareholders") because the shares they own are not registered in their names, but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as CDS Clearing & Depository Services Inc. (in each case, an "Intermediary"). If you purchased your Common Shares through a broker, you are likely a Beneficial Shareholder.

In accordance with securities law, the Corporation has distributed copies of the Meeting materials, being the notice of meeting, this Circular and the form of proxy. Intermediaries are required to forward the Meeting materials to Beneficial Shareholders who request copies and to seek their voting instructions in advance of the Meeting. Common Shares held by Intermediaries can only be voted in accordance with the instructions of the Beneficial Shareholder. The Intermediaries often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Intermediary in order that your Common Shares are voted at the Meeting.

There are two kinds of Beneficial Shareholders – those who object to their identity being made known to the issuers of securities which they own (called "OBOs" for Objecting Beneficial Owners) and those who do not (called "NOBOs" for Non-Objecting Beneficial Owners).

Non-Objecting Beneficial Owners

The Corporation is relying on the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form ("VIF") from TSX Trust. The VIF is to be completed and returned to TSX Trust as set out in the instructions provided on the VIF. TSX Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive. These materials are being sent to both registered and non-registered owners of the shares. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address, and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) carrying out your voting instructions. Please return your VIF as specified in the request for voting instructions sent to you.

Objecting Beneficial Owners

Th Corporation has elected to pay for the Meeting materials to be sent to OBOs. Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge mails a VIF in lieu of the proxy provided by the Corporation. The VIF will name the same persons asthe Corporation's proxy to represent

your shares at the Meeting. You have the right to appoint a person (who need not be a shareholder, and who can be yourself), other than any of the persons designated in the VIF, to represent your shares at the Meeting. To exercise this right, insert the name of the desired representative, who may be you, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or provided to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting and the appointment of any shareholder's representative. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge's instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend and vote your Common Shares at the Meeting.

Voting of Proxies

COMMON SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE PRINTED PORTION OF THE ENCLOSED FORM OF PROXY WILL BE VOTED FOR EACH OF THE MATTERS TO BE VOTED ON BY SHAREHOLDERS AS DESCRIBED IN THIS CIRCULAR OR WITHHELD FROM VOTING OR VOTED AGAINST IF SO INDICATED ON THE FORM OF PROXY. 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 meeting, or other matters which may properly come before the Meeting. At the time of printing this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

Voting at the Meeting will be by a virtual show of hands, and each proxyholder (representing a registered or unregistered shareholder) will have one (1) vote, unless a poll is required or requested, whereupon each such shareholder and proxyholder is entitled to one (1) vote for each Common Share held or represented, respectively. Each shareholder may instruct their proxyholder how to vote their Common Shares by completing the blanks on the proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the management designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the management designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the notice of meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or any other matter which may come before the Meeting. If other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the Corporation.

In order to approve a motion proposed at the Meeting a majority of greater than 50% of the votes cast will be required (an "ordinary resolution"), unless the motion requires a "special resolution" in which case a majority of 66 2/3% of the votes cast will be required.

Revocation of Proxies

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A shareholder may revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the Registered Shareholder or by their authorized attorney in writing, or, if the shareholder is a company, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Corporation's registrar and transfer agent at the foregoing address or at the Corporation's head office at 181 University Avenue, Suite 800, Toronto, Ontario M5H 2X7 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or in any other manner permitted by law. Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must, at least seven (7) days before the Meeting, arrange for their respective nominees to revoke the proxy on their behalf.

The exercise of a proxy does not constitute a written objection for the purposes of subsection 185(6) of the Business Corporations Act (Ontario), as amended.

Quorum

Two (2) shareholders present in person or represented by proxy will constitute a quorum at the Meeting or any adjournment or postponement thereof. The Corporation's list of shareholders as of the Record Date (as defined below) has been used to deliver to shareholders notice of the meeting as well as to determine who is eligible to vote at the Meeting.

Voting Securities and Principal Holders Thereof

The authorized capital of the Corporation consists of an unlimited number of Common Shares. The Corporation has 7,876,000 Common Shares issued and outstanding as of the date hereof.

The Corporation has prepared a list of all persons or entities who are registered holders of Common Shares on April 15, 2020 (the "Record Date") and the number of Common Shares registered in their name on that date. Each shareholder is entitled to one (1) vote for each Common Share registered in their name as it appears on the list.

To the knowledge of the Corporation's directors and officers, and as of the date hereof, no persons beneficially own or exercise control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to be voted at the Meeting.

Executive Compensation

The Corporation is a "capital pool company" ("CPC"), as that term is defined pursuant to the policies of the TSX Venture Exchange (the "TSXV"). A CPC is not permitted to pay directors' fees and accordingly, none of the Corporation's executive officers or directors have received any cash compensation for services provided in their capacity as directors during the Corporation's most recently completed financial year. Executive officers and directors are however, entitled to participate in the Corporation's stock option plan.

NAMED EXECUTIVE OFFICERS

For the purposes of this Circular, a Named Executive Officer ("NEO") of the Corporation means each of the following individuals:

(a) a chief executive officer ("CEO") of the Corporation;
(b) a chief financial officer ("CFO") of the Corporation;
(c) each of the Corporation's three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than \$150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 – Statement of Executive Compensation, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) above butfor the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

The Corporation currently has the following two NEOs: John MacPhail, President and CEO and Raphael Danon, CFO.

COMPENSATION DISCUSSION AND ANALYSIS

Except as set out below, prior to a completion of the "Qualifying Transaction" (as defined in the policies of the TSXV), no payment of any kind has been made, or will be made, directly or indirectly, by the Corporation to a "Non Arm's Length Party" (as defined in the policies of the TSXV) to the Corporation or a Non Arm's Length Party to the Qualifying Transaction, or to any person engaged in investor relations activities in respect of the securities of the Corporation or any Resulting Issuer by any means, including:

(a) remuneration, which includes but is not limited to:

i. salaries;
ii. consulting fees;
iii. management contract fees or directors' fees;
iv. finder's fees;
v. loans, advances, bonuses; and

(b) deposits and similar payments.

However, the Corporation may reimburse Non Arm's Length Parties for the Corporation's reasonable allocation of rent, secretarial services and other general administrative expenses, at fair market value ("Permitted Reimbursement"). As of the date hereof, there have been no such Permitted Reimbursements.

Following completion of the Qualifying Transaction, it is anticipated that the Corporation will pay compensation to its directors and officers. However, no payment other than the Permitted Reimbursements will be made by the Corporation or by any party on behalf of the Corporation after completion of the Qualifying Transaction if the payment relates to services rendered or obligations incurred before or in connection with the Qualifying Transaction.

SUMMARY COMPENSATION

The following table sets forth a summary of all compensation for services earned during the financial years ended on December 31, 2018 and 2019 by the NEOs.

Name and	Fiscal	Salary (\$)	Share	Option	Non-equity	Pension	All other	Total
principal	Year		based	based	incentive plan	value	compensate	compensate
position			awards	awards	compensation (\$)	(\$)	ion (\$)(1)	-ion (\$)

Summary Compensation Table

			(\$)	(\$)
					Ann ual incen tive plans	Long term incen tive plans
John MacPhail CEO and Secretary	2018 2019	Nil Nil	Nil \$17,670(1)	Nil Nil	Nil Nil	Nil Nil	N/A N/A	Nil Nil	Nil \$17,670
Raphael Danon CFO(1)	2018 2019	Nil Nil	Nil \$23,560(1)	Nil Nil	Nil Nil	Nil Nil	N/A N/A	Nil Nil	Nil \$23,560

Note:

(1) Represents the value of options granted on May 21, 2019 having an exercise price of \$0.10 and an expiry date of May 21, 2029. The incentive stock options were valued using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 1.75%, expected volatility of 100% and an expected life of five years. Volatility was estimated based on the historical volatility of similar companies over a period equal to the expected life of the options.

INCENTIVE PLAN AWARDS

Incentive Plan Awards – Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information in respect of all share-based awards and option-based awards outstanding at the end of the financial year ended December 31, 2019 in favour of the NEOs.

			Option-based Awards		Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (\$)	Options expiration date	Value of unexercised in-the money options (\$)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share based awards that	Market or payout value of vested share based awards not
(a)	(b)	(c)	(d)	(e)	(f)	have not vested (\$) (g)	paid out or distributed (\$) (h)
John MacPhail	225,000	\$0.10	May 21, 2019	\$1,181	Nil	Nil	Nil
Raphael Danon	300,000	\$0.10	May 21, 2019	\$1,575	Nil	Nil	Nil

Note:

(1) Based on the closing price of the Common Shares listed on the TSXV of \$0.105 on December 22, 2019 (being the last trading day prior to the end of the financial year) less the exercise price in respect of such options. Options were not in-the-money.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information in respect of all value vested or earned during the year

ended December 31, 2019 in respect of option-based awards, share-based awards and non-equity incentive plan compensation by the NEOs.

Name	Option-based Awards - Value vested during the year (\$)(1)	Share-based Awards - Value vested during the year (\$)	Non-equity incentive plan compensation - Value earned during the year (\$)
John MacPhail	\$17,670	Nil	Nil
Raphael Danon	\$23,560	Nil	Nil

Note:

PENSION PLAN BENEFITS

Defined Benefit Plans Table

The Corporation does not have any pension or retirement plans.

Deferred Compensation Plans

The Corporation does not have any deferred compensation plans.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation does not have in place any compensatory plan or arrangement with any NEO that would be triggered by the resignation, retirement or other termination of employment of such officer, from a change of control of the Corporation or a change in the executive officer's responsibilities following any such change of control.

DIRECTOR COMPENSATION

Director Compensation Table

The following table (presented in accordance with Form 51-102F6) sets forth all amounts of compensation provided to the non-executive directors for the year ended December 31, 2019.

Name (a)	Fees earned (\$) (b)	Share based awards (\$) (c)	Option based awards (\$)(1) (d)	Non-equity incentive plan compensati on (\$) (e)	Pension value (\$) (f)	All other compensati on (\$) (g)	Total (\$) (h)
Neil Labatte	Nil	Nil	\$7,952	Nil	Nil	Nil	\$7,952

Name	Fees earned (\$)	Share based awards (\$)	Option based awards (\$)(1)	Non-equity incentive plan compensati on (\$)	Pension value (\$)	All other compensati on (\$)	Total (\$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
David Tsubouchi	Nil	Nil	\$9,718	Nil	Nil	Nil	\$9,718

(1) Represents the value of options granted on May 21, 2019 having an exercise price of \$0.10 and an expiry date of May 21, 2029. The incentive stock options were valued using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, risk-free interest rate of 1.75%, expected volatility of 100% and an expected life of ten years. Volatility was estimated based on the historical volatility of similar companies over a period equal to the expected life of the options.

Board Fees

Non-executive directors of the Corporation do not receive fees for serving on the Corporation's board of directors ("Board of Directors" or the "Board") but are entitled to reimbursement of out-of-pocket expenses incurred in connection with their duties and are also eligible to participate in the Corporation's stock option plan. See "- Stock Option Plan".

Incentive Plan Awards for Directors

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth information in respect of all share-based awards and option-based awards outstanding at the end of the financial year ended December 31, 2019 in favour of non-executive directors.

			Option-based Awards		Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price (\$)	Options expiration date	Value of unexercised in-the money options (\$)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share based awards that have not vested (\$)	Market or payout value of vested share based awards not paid out or distributed (\$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Neil Labatte	101,250	\$0.10	May 21, 2028	\$532	Nil	Nil	Nil
David Tsubouchi	123,750	\$0.10	May 21, 2028	\$650	Nil	Nil	Nil

(1) Based on the closing price of the Common Shares listed on the TSXV of \$0.105 on December 22, 2019 (the last trading day prior to the end of the financial year) less the exercise price in respect of such options.

Incentive Plan Awards – Value Vested or Earning During the Year

There was no value vested or earned during the year ended December 31, 2019 in respect of optionbased awards, share-based awards and non-equity incentive plan compensation by directors of the Corporation (who are not also NEOs).

Directors' and Officers' Insurance

The Corporation does not maintain directors and officers liability insurance.

Stock Option Plan

The Board of Directors of the Corporation has adopted an incentive stock option plan (the "Option Plan") which provides that the Board of Directors of the Corporation may, from time to time, in its discretion, and in accordance with TSXV requirements, grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase Common Shares.

The Option Plan is a "rolling" plan pursuant to the policies of the TSXV, which provides that the total number of Common Shares which may be reserved for issuance will not exceed 10% of the issued and outstanding Common Shares at the time the option is granted. Such options will be exercisable for a period of up to ten (10) years from the date of the grant. In connection with the foregoing, the number of Common Shares reserved for issuance to any individual will not exceed 5% of the issued and outstanding Common Shares. In addition, the Option Plan provides that no more than 2% of the issued shares of the Corporation will be granted to any one consultant in any 12 month period; and, where permitted by TSXV policies, no more than an aggregate of 2% of the issued Common Shares will be granted to any person conducting investor relations activities in any 12 month period. The Corporation, as long as it is a CPC, will not grant options to any person providing investor relations activities, promotional or market-making services. Where the optionee does not continue as a director, officer, employee or consultant of a Resulting Issuer (as defined in TSXV policies) following the completion of a Qualifying Transaction, the option will expire on the later of (i) 12 months after the completion of a Qualifying Transaction, and (ii) 90 days after the optionee ceases to be a director, officer, employee or consultant of the Resulting Issuer. Otherwise, options may be exercised for up to 90 days following cessation of the optionee's position with the Corporation, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Any Common Shares acquired pursuant to the exercise of options under the Option Plan prior to completion of a Qualifying Transaction are required to be deposited into escrow and will be subject to escrow until the Final Exchange Bulletin (as defined in TSXV policies) is issued.

As at the date hereof, there were options outstanding under the Plan to purchase 787,600 Common Shares as follows:

Relationship to the Corporation	No. of Common Shares under Option	Date of Grant	Expiry Date	Exercise Price	Market Price on Date of Grant/Repricing (1)
Executive Officers (2), as a group	551,320	May 21, 2019	May 21, 2029	\$0.10	\$0.10

Directors (who	236,280	May 21, 2019	May 21, 2029	\$0.10	\$0.10
are not also
Executive
Officers) (2), as a
group

Note:

(1) Based on the Corporation's initial public offering price of \$0.10 per share.

Indebtedness of Management and Directors

No present or former officer or director of the Corporation or associate thereof is indebted to the Corporation or any subsidiary at the date hereof.

Interest of Informed Persons in Material Transactions

No director or officer of the Corporation, proposed nominee for election as a director of the Corporation, principal shareholder of the Corporation or any associate or affiliate of the foregoing has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Corporation or any of its subsidiaries other than as disclosed elsewhere in this Circular or in a prior information circular.

Interest of Certain Persons in Matters to be Acted Upon

No director or officer of the Corporation since the commencement of the Corporation's last financial year, no proposed nominee for election as a director of the Corporation and no associate or affiliate of any of the foregoing, has any material interest, direct or indirect, in any matter to be acted upon other than as disclosed under the heading "Particulars of Matters to be Acted Upon".

PARTICULARS OF MATTERS TO BE ACTED UPON

ANNUAL BUSINESS

Election of Directors

At the Meeting, shareholders will be asked to elect four (4) directors (the "Nominees"). The following table provides the names of the Nominees and information concerning them. Shareholders may vote for all of the Nominees, some of them and withhold for others, or withhold from all of them. The persons in the enclosed form of proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director. Each director will hold office until the next annual meeting or until his successor is duly elected unless his office is earlier vacated in accordance with the by-laws.

Name and Residence	Office Held with the Corporation	Period of Service as a Director	Principal Occupation If Different from Office Held	Number of Common Shares Beneficially Owned or Over Which Control is Exercised(1)
David Tsubouchi(2) Toronto, Ontario	CEO, Secretary and Director	Since August 27, 2018	Independent director of and corporate advisor for OMERS Administration Corporation	100,000
Raphael Danon(2) Toronto, Ontario	CFO and Director	Since August 27, 2018	Managing Director, Finance for Clear Blue Markets	1,700,000
John MacPhail(3) Vancouver British Columbia, Ontario	Director	Since May 31, 2017	CEO of Pacific Arc Resources Inc.	1,100,000
Neil Labatte(2) Toronto, Ontario	Director	Since February 8, 2019	Member of various boards of directors	100,000)

Notes:

The information as to Common Shares beneficially owned or over which the above-named officers and directors exercise control or direction not being within the knowledge of the Corporation has been furnished by the respective Nominees individually.
Member of the Audit Committee. The Corporation does not have any other Board committees.
1,000,000 of these Common Shares are held by Janus Corporation, which is wholly-owned by John MacPhail.

IF ANY ONE OF THE ABOVE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THEIR COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN THE ELECTION OF DIRECTORS.

None of the Nominees is as at the date of the Circular, or has been within the ten (10) years before the date of this Circular, a director, chief executive officer or chief financial officer of any company, including any personal holding company of such director, chief executive officer or chief financial officer, that was subject to an order that was issued while that person was acting in that capacity, or was subject to an order, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in such capacity.

None of the Nominees is as at the date of this Circular, or has been within the ten (10) years before the date of this Circular, a director or executive officer of any company, including any personal holding company of such director or executive officer, 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 the assets of such company.

No Nominee has within the ten (10) years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such individual.

No Nominee has been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.

In the event that the Corporation's Proposed Qualifying Transaction (as defined below) with Jack Nathan Medical Inc. ("JNM") is completed (See "Special Business – Matters Relating to Proposed Qualifying Transaction"), it is intended that the Directors of the Corporation will be replaced by the directors appointed by JNM following completion of the Proposed Qualifying Transaction.

Re-appointment of Auditors

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the re-appointment of MNP LLP, Chartered Accountants, Toronto, Ontario, as auditors of the Corporation and to authorize the directors to fix their remuneration.

In the event that the Corporation's Proposed Qualifying Transaction with JNM is completed (See "Special Business – Matters Relating to Proposed Qualifying Transaction"), it is intended that MNP LLP will remain as the auditor of the Corporation.

SPECIAL BUSINESS

Ratification of Stock Option Plan

The Option Plan is described above under the heading "Director Compensation - Stock Option Plan". The Option Plan does not specify a fixed and specific maximum number of shares that may be reserved for issuance thereunder (rather 10% of the number of Common Shares that may be outstanding from time to time) and is considered to be a "rolling" stock option plan by the TSXV. The policies of the TSXV require that a "rolling" stock option plan receive annual shareholder ratification at a company's annual general meeting.

Accordingly, shareholders will be asked to consider, and if thought fit, approve an ordinary resolution to ratify the Option Plan at the Meeting. The full text of the resolution is set out below. In order to be passed, the resolution requires the approval of a majority of the votes cast thereon by shareholders of the Corporation present or represented by proxy at the Meeting. The directors of the Corporation unanimously recommend that shareholders vote in favour of the Option Plan ratification resolution.

"BE IT RESOLVED THAT the 10% "rolling" stock option plan of the Corporation be and the same is hereby ratified and confirmed."

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Matters Relating to Proposed Qualifying Transaction

On December 23, 2019 the Corporation announced that it had entered into a letter of intent (the "LOI") with Jack Nathan Medical Inc.("JNM") relating to the acquisition of JNM by the Corporation in a reverse takeover transaction (the "Proposed Qualifying Transaction"). The Proposed Qualifying Transaction, if completed, would constitute the Corporation's Qualifying Transaction pursuant to TSXV Policy 2.4 – Capital Pool Companies. The parties are negotiating the terms of a definitive agreement in respect of the Proposed Qualifying Transaction, and it is currently contemplated that the acquisition of JNM will be effected by way of a share exchange.

JNM is a private company incorporated under the laws of the Province of Ontario. The company designs and operates medical clinics (including medical clinic diagnostic centres, labs, dental clinics, massage, physiotherapy and other medical and/or health related services) for various customers. JNM sublicenses its name and provides additional supporting resources to third parties, who ultimately operate and manage the business of that particular clinic.

The Corporation is a publicly-traded capital pool company listed on the TSXV. The only business of the Corporation is and has been the identification and evaluation of opportunities for the acquisition of an interest in an asset or business and, once identified and evaluated, to negotiate an acquisition of or participation in such asset or business. If the Proposed Qualifying Transaction is completed, the business of the Corporation, on a consolidated basis, will be that conducted by JNM, and management of the Corporation will be comprised of the current management of JNM.

Prior to the completion of the Proposed Qualifying Transaction, it is expected that JNM will raise a minimum of \$3,000,000 from the issuance of subscription receipts, which will be exercised into voting common shares of JNM immediately before the completion of the Proposed Qualifying Transaction (the "Concurrent Financing"). The JNM shares issued upon the exercise of subscription receipts will be acquired by the Corporation as part of the Proposed Qualifying Transaction. It is expected that the valuation of the Corporation and JNM on an undiluted basis, and assuming \$3,000,000 is raised in the Concurrent Financing, will not be less than an aggregate of \$34,312,666, with the valuation attributed to the Corporation to be approximately 1,314,175 1 (3.83%), the valuation attributed to JNM to be approximately \$30,000,000 (87.43%) and the valuation attributed to the purchasers of subscription receipts on the Concurrent Financing to be approximately \$3,000,000 (8.74%). Pursuant to the policies of the TSXV, the Corporation is required to prepare and file on SEDAR a Filing Statement containing full details of the Proposed Qualifying Transaction as well as information on the business and affairs of each of JNM and the Corporation as it will exist following completion of the Proposed Qualifying Transaction (the "Resulting Issuer"), including certain historical and pro forma financial information.

The Proposed Qualifying Transaction is entirely at arm's length with no prior connections or relationships between the parties. Accordingly, the Proposed Qualifying Transaction does not require the approval of the Corporation's shareholders pursuant to TSXV policies.

Completion of the Proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals.

Regulatory Approvals

The Proposed Qualifying Transaction requires the approval of the TSXV and may not proceed unless such approval has been obtained. Notice of the Proposed Qualifying Transaction has been provided to the TSXV by the Corporation.

The principal effect of the Proposed Qualifying Transaction will be to take the business of JNM public through the Corporation and to provide it with access to the remaining funds held by the Corporation and the funds raised in the Concurrent Financing to operate and expand its business. Based on its assessment of the JNM business plan, the experience of the proposed management team and its future potential, the Board believes that the completion of the Proposed Qualifying Transaction is in the best interests of the Corporation and accordingly, the Board of Directors of the Corporation recommends that shareholders vote in favour of each of the matters ancillary to the Proposed Qualifying Transaction described below.

Name Change

If the Proposed Qualifying Transaction is completed, the business of the Corporation will be that of JNM. Accordingly, the Corporation's shareholders are also being asked to approve a change of the Corporation's name to "Jack Nathan Medical Corp." or such other name as shall be acceptable to JNM, the Board, and applicable regulatory authorities, to better reflect the business of the Resulting Issuer that will be carried on upon the completion of the Proposed Qualifying Transaction (the "Name Change").

The Name Change requires approval of shareholders of the Corporation by special resolution (the "Name Change Resolution"). To approve the Name Change, a majority of not less than two-thirds or 66⅔% of the votes cast by the shareholders of the Corporation, whether in attendance or by proxy, must be voted in favour of the Name Change Resolution. The Name Change Resolution is set out below.

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the Corporation is hereby authorized to amend its articles to change the name of the Corporation to "Jack Nathan Medical Corp." or such other name as is acceptable to, JNM, the directors of the Corporation and applicable regulatory authorities;
1. any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute, under the seal of the Corporation or otherwise, and to deliver Articles of Amendment, in duplicate, to the Director under the Business Corporations Act (Ontario);
1. notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, the directors are hereby authorized in their sole discretion to revoke this special resolution before it is acted on without further approval of the shareholders of the Corporation; and
1. any director or officer of the Corporation is hereby authorized and directed, acting for, in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts and things, as in the opinion of such director or officer of the Corporation may be necessary or desirable to carry out the terms of the foregoing special resolution."

The Name Change Resolution will empower the directors of the Corporation to revoke the special resolution, without further approval of the shareholders of the Corporation, at any time prior to the issue of a Certificate of Amendment giving effect thereto. The Name Change will only be implemented in the event that all conditions to the effectiveness of the Proposed Qualifying Transaction have been satisfied or waived.

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Approval of Share Consolidation

The Board proposes to reduce the number of Common Shares of the Corporation for the purposes of the Proposed Qualifying Transaction. Shareholders are being asked to consider and, if thought fit, to pass the special resolution authorizing the Board, in its sole discretion, to consolidate the Corporation's Common Shares on the basis of one (1) new common share for three (3) old Common Shares (the "Consolidation") and amending the Corporation's articles accordingly. Notwithstanding approval of the Consolidation by shareholders, the Board of Directors may, in its sole discretion, revoke this special resolution, and abandon the Consolidation without further approval or action by or prior notice to shareholders. The resolution approving the Consolidation must be passed by at least 66 2/3% of the Corporation's shareholders in attendance at the meeting or by proxy.

Prior to making any amendment to effect the Consolidation of Common Shares, the Corporation shall first be required to obtain any and all applicable regulatory and relevant TSX-V approvals. If this special resolution is approved, the Consolidation will be implemented, if at all, as a condition of completing the Proposed Qualifying Transaction. In connection with any determination to implement a Consolidation, the Board will set the timing for such a consolidation.

Certain Risks Associated with the Consolidation

There can be no assurance that the total market capitalization of the Corporation's Common Shares (the aggregate value of all Common Shares at the then market price) immediately after the Consolidation will be equal to or greater than the total market capitalization immediately before the Consolidation. In addition, there can be no assurance that the per-share market price of the Common Shares following the Consolidation and completion of the Proposed Qualifying Transaction will be higher than the per share market price immediately before the Consolidation or equal or exceed the direct arithmetical result of the Consolidation. In addition, a decline in the market price of the Common Shares after the Consolidation may result in a greater percentage decline than would occur in the absence of a Consolidation and the liquidity of the Common Shares could be adversely affected.

Principal Effects of the Consolidation

As of the date of this Circular, the Corporation had 7,876,000 Common Shares issued and outstanding. Following the completion of the proposed Consolidation, there will be 2,625,333 Common Shares of the Corporation issued and outstanding. Tax Effect

The Consolidation will not give rise to a capital gain or loss under the Income Tax Act (Canada) for a shareholder who holds such Common Shares as capital property. The adjusted cost base to the shareholder of the new Common Shares immediately after the consolidation will be equal to the aggregate adjusted cost base to the shareholder of the old Common Shares immediately before the Consolidation.

Notice of Consolidation and Letter of Transmittal

A letter of transmittal will be sent to shareholders at or near the time of completion of the Proposed Qualifying Transaction, which will need to be duly completed and submitted by any shareholder wishing to receive share certificates representing the post-Consolidation Common Shares to which he, she or it is entitled if the Corporation completes the Consolidation. This letter of transmittal can be used for the purpose of surrendering certificates representing the currently outstanding Common Shares to the Corporation's registrar and transfer agent in exchange for new share certificates representing whole post-Consolidation Common Shares of the Corporation. After the Consolidation, current issued share certificates representing pre-Consolidation Common Shares of the Corporation will (i) not constitute good delivery for the purposes of trades of post-Consolidation Common Shares; and (ii) be deemed for all purposes to represent the number of post-Consolidation Common Shares to which the Shareholder is entitled as a result of the Consolidation. No delivery of a new certificate to a Shareholder will be made until the Shareholder has surrendered his, her or its current issued certificates. Shareholders will not receive the letter of transmittal until the time the Proposed Qualifying Transaction is completed. Please do not send share certificates to the Corporation's registrar and transfer agent until the Corporation announces by press release that the Consolidation will become effective and until you have received a letter of transmittal. The press release will contain instructions as to when the existing share certificates and the letter of transmittal are to be sent to TSX Trust, the Corporation's registrar and transfer agent.

Fractional Shares

No fractional Common Shares of the Corporation will be issued upon the Consolidation. All fractions of post-Consolidation Common Shares will be rounded to the next lowest whole number if the first decimal place is less than five and rounded to the next highest whole number if the first decimal place is five or greater.

Percentage Shareholdings

The Consolidation will not affect any shareholder's percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Common Shares. Instead, the Consolidation will reduce proportionately the number of Common Shares held by all shareholders.

Implementation

The implementation of the special resolution is conditional upon the Corporation obtaining the necessary regulatory consents. The special resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the proposed Consolidation, without further approval of the Corporation's shareholders. In particular, the Board of Directors may determine not to present the special resolution to the Meeting or, if the special resolution is presented to the Meeting and approved, may determine after the meeting not to proceed with completion of the proposed Consolidation and filing the articles of amendment. If the Board does not implement the Consolidation prior to the next annual meeting of shareholders, the authority granted by the special resolution to implement the Consolidation on these terms would lapse and be of no further force or effect.

Effect on Non-registered Shareholders

Non-registered shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Consolidation than those that will be put in place by the Corporation for registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

At the Meeting, the Shareholders will be asked to pass a special resolution, with or without amendment, to approve the Consolidation. The following is the text of the resolution to be considered by the Shareholders at the Meeting:

"BE IT RESOLVED THAT:

1. the Corporation be and is hereby authorized to consolidate the issued and outstanding common shares in the capital of the Corporation on the basis of one (1) new common share for every three (3) common shares presently issued and outstanding (the "Consolidation") and amend the Corporation's articles accordingly;
1. any one director or officer of the Corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, prepare and file articles of amendment for the Corporation to effect the Consolidation or make any changes required by the TSX Venture Exchange or applicable securities regulatory authorities; and
1. notwithstanding the passing of this special resolution by the shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered without further notice to or approval of the Shareholders of the Corporation not to proceed with the Consolidation or to revoke this resolution at any time prior to the Consolidation becoming effective."

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Adoption of Restricted Voting Shares

Shareholders will be asked at the Meeting to pass a special resolution (the "Restricted Voting Share Resolution") authorizing the Corporation to create a new class of restricted voting shares in the capital of the Corporation (the "Restricted Voting Shares").

The holders of the Restricted Voting Shares will be entitled to receive notice of and to attend any meeting of the shareholders of the Corporation provided that, except as required by law, the holders of the Restricted Voting Shares shall not be entitled as such to vote at any meeting of the shareholders of the Corporation. The holders of Restricted Voting Shares will also be entitled to receive dividends as and when declared by the Board on the Restricted Voting Shares as a class, provided that no dividend may be declared in respect of Restricted Voting Shares unless concurrently therewith the same dividend is declared in respect of Common Shares. The holders of Restricted Voting Shares shall be entitled, in the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, to share rateably, together with the holders of Common Shares in such assets of the Corporation as are available for distribution. The Restricted Voting Shares will also be redeemable by the Corporation, at the option of the holder thereof and under certain circumstances, if an offer to purchase Common Shares is made which must, by reason of applicable securities legislation or by laws, regulations or policies of a stock exchange on which the Common Shares are listed, be made to each holder of Common Shares. The Restricted Voting Shares are also convertible into Common Shares under certain conditions. The rights, privileges, restrictions and conditions attached to the Restricted Voting Shares are more fully described in Schedule "B" to this Circular.

The Board recommends that shareholders vote for the adoption of the Restricted Voting Share Resolution set out below. In order to be effective, the Restricted Voting Share Resolution must be approved by the affirmative vote of not less than 66 2/3% of the votes cast at the Meeting in respect of such special resolution. Notwithstanding the foregoing, as indicated in the text of the Restricted Voting Share Resolution, the Board may, in its sole discretion, whether or not the Proposed Qualifying Transaction is completed, determine that the Corporation not proceed with the creation of the Restricted Voting Shares.

"BE IT RESOLVED THAT:

1. the Corporation's articles of incorporation be amended by creating a new class of restricted voting shares, namely the Restricted Voting Shares as more substantially described in Schedule "B" of the Management Information Circular provided to shareholders in connection with the annual and special meeting of shareholders of the Corporation held on March 23, 2020;
1. the directors of the Corporation be and are hereby authorized to amend or revoke said resolution before it is acted on; and
1. any one director or officer of the Corporation be and they are hereby authorized, for and on behalf of the Corporation, to execute and deliver articles of amendment, in duplicate, to the Director under the Business Corporations Act (Ontario) and all documents and instruments and take such other actions as such director or officer may determine to be necessary or desirable to implement this special resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such actions."

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

* * * * * * * * * * * * * * *

Audit Committee and Relationship with Auditor

The Audit Committee is responsible for monitoring the Corporation's systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of the Corporation's external auditors. The committee is also responsible for reviewing the Corporation's annual audited financial statements, unaudited quarterly financial statements and management's discussion and analysis of financial condition and results of operations for both annual and interim financial statements prior to their approval by the full Board of Directors.

A copy of the audit committee charter can be found at Schedule "A" to this Circular.

The Audit Committee is comprised of Mr. Raphael Danon (Chair), Mr. David Tsubouchi and Mr. Neil Labatte. Messrs. Tsubouchi and Labatte are considered to be "independent" for service on the audit committee within the meaning of that term in National Instrument 52-110 Audit Committees ("NI 52-110"). Mr. Danon is not considered to be independent by virtue of serving as Chief Financial Officer of the Corporation. All members of the audit committee are considered to be "financially literate" within the meaning of that term in NI 52-110.

Relevant Education and Experience

Set out below is a description of the education and experience of each of the Corporation's Audit Committee members, which is relevant to the performance of his responsibilities as an audit committee member.

Raphael Danon

Mr. Raphael Danon is a director and CFO of the Corporation. He also serves as the Managing Director of Finance at ClearBlue Markets, a private company providing consulting and advisory services for carbon and emissions markets, and has done so since 2014. Mr. Danon brings senior executive experience in the public markets, serving as CFO of NWT Uranium Corp. and Stratton Capital Corp. Mr. Danon has a B.Comm. (Hons) and holds a Chartered Accountant designation.

David Tsubouchi

Mr. David Tsubouchi is a director of the Corporation. Mr. Tsubouchi was previously a partner at the law firm Fogler, Rubinoff LLP between 2010 and 2013. He then became the CEO and Registrar of the Ontario College of Trade until 2017. Currently, Mr. Tsubouchi sits on the board of directors for OMERS Administration Corporation, which is responsible for pension services and administration, investments, and plan valuation. Mr. Tsubouchi is a member of the Governance Committee, member of the HR Committee and Chair of the Appeals Committee. He holds a B.A from York University and an LL.B. from Osgoode Hall Law School.

Neil Labatte

Mr. Labatte is the founder of Global Dimension Capital, Inc., a real estate and hotel investment advisory firm. He has served as the President and CEO Global Dimension Capital, Inc. since 2008 until October, 2018. Mr. Labatte is also a director of Skyline Investments Inc., a Canadian company specializing in hospitality real estate investment in Canada and the United States. Mr. Labatte currently serves on the boards of BSR REIT (where he serves as Chair), Skyline Investments Tel Aviv listed company, NexPoint Hospitality Trust Inc, TSXV, and Triovest Inc. He was previously a director of HealthLease Properties REIT (June 2012- December, 2014), Alpha Peak Leisure Inc. (June 2012 – December – 2014) and Holloway Lodging Corporation (May 2014 – June 2014), all current or former TSX-listed entities. Mr. Labatte was also the President and CEO and trustee of the Legacy Hotels REIT (April 2003 – September 2007). Mr. Labatte joined Fairmont Hotels & Resorts in 1997 as Vice President, Acquisitions, and from October 2001 to December 31, 2004 served as Senior Vice President, Real Estate and as a member of the organization's executive committee. In addition, from 1998 until April 2003 he served as President and Chief Operating Officer of Legacy Hotels REIT.

Mr. Labatte possesses over 35 years of experience within the real estate sector. For four years prior to joining Fairmont Hotels & Resorts, Mr. Labatte was a founder, principal and board member of AEW Mexico Company, a Dallas, Texas private equity real estate investment management company formed with one of the largest institutional real estate private equity companies in the United States. For the 12 years prior to the formation of AEW Mexico Company, he was involved in the hotel and real estate sectors in the capacity of investment banker and consultant. Mr. Labatte received his B.Sc. and M.Sc. in Finance from the University of Utah. He played professional hockey with the St. Louis Blues and Salt Lake Golden Eagles from 1977-198.

Pre-Approval Policies and Procedures

The Audit Committee Charter sets out responsibilities regarding the provision of non-audit services by the Corporation's external auditors. It 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

Audit Fees

The aggregate audit fees billed by the Corporation's external auditors for the year ended December 31, 2019 were \$11,865 and fees for the year ended December 31, 2018 were \$11,300. The audit fees relate to the auditing of financial statements.

Audited-Related Fees

There were no other audit-related fees billed by the Corporation's external auditors for the year ended December 31, 2019.

Tax Fees

There were no tax or tax planning related fees billed by the Corporation's external auditors for the year ended December 31, 2019.

All Other Fees

Other \$890, there were no other fees billed by the Corporation's external auditors for the year ended December 31, 2019.

Exemption

The Corporation is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee, and in respect of its reporting obligations under NI 52-110. Among other things, this exempts a "venture issuer" from the requirement for all members of its audit committee to be independent, as would otherwise be required by NI 52-110.

Corporate Governance

General

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to annually disclose the corporate governance practices that they have adopted.

The Board of Directors believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA has implemented Form 58-101F2 under NI 58-101 which prescribes the disclosure required to be made by the Corporation about its corporate governance practices. This section sets out the Corporation's approach to corporate governance and addresses the Corporation's compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporation's business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Corporation's internal control processes and management information systems. With the assistance of its compensation committee, the Board reviews executive compensation and recommends stock option grants.

The independent members of the Board are David Tsubouchi and Neil Labatte. The nonindependent directors are Raphael Danon and John MacPhail, by virtue of their present service as an executive officer of the Corporation.

Directorships

Mr. Raphael Danon is currently a director of Pacific Arc Resources Ltd., whose shares are listed for trading on NEX.

Mr. John MacPhail is currently a director of Pacific Arc Resources Ltd., whose shares are listed for trading on NEX.

Mr. Neil Labatte is currently a director of BSR REIT whose shares are listed for trading on the Toronto Stock Exchange.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. The Board's continuing education is typically derived from information provided by the Corporation's legal counsel on recent developments in relevant corporate governance and securities law matters.

Ethical Business Conduct

The Board has not adopted specific guidelines or attempted to quantify or stipulate steps to encourage and promote a culture of ethical business conduct. The Board has found that the fiduciary duties placed on individual directors by the Corporation's governing corporate legislation, the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

Nomination of Directors

The recruitment of new directors are generally made by recommendations by the existing Board and shareholders. The Corporation does not have a nominating committee. Prior to standing for election, new nominees to the Board would be reviewed by the Board.

Compensation

Non-executive directors of the Corporation do not receive any fees for service on the board but are entitled to reimbursement of out-of-pocket expenses incurred in connection with their duties and are eligible to participate in the Corporation's stock option plan.

Other Board Committees

The Corporation has no Board committees other than the Audit Committee.

Assessments

Currently the Board takes responsibility for monitoring and assessing its effectiveness as a whole, and the performance of its committees and individual directors, including reviewing the Board's decisionmaking processes and the quality of information provided by management.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table details the number of securities to be issued upon the exercise of outstanding stock options under the Corporation's stock option plan. The Corporation does not have any other equity compensation plan.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted –average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Plan Category
Equity compensation plans approved by securityholders (1)	787,600	\$0.10	Nil
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
Total	787,600	N/A	Nil

Notes:

(1) See "Director Compensation - Stock Option Plan" for a description of the Option Plan.

Additional Information and Availability of Documents

Additional information relating to the Corporation can be found on the Corporation's SEDAR profile at www.sedar.com. Financial information is provided in the Corporation's financial statements for its most recently completed financial year. Copies of the following documents are available (without charge) to shareholders upon written request to the CFO of the Corporation at 181 University Avenue, Suite 800, Toronto Ontario M5H 2X7:

the financial statements for the year ended December 31, 2019, together with the accompanying report of the auditor; and
this Circular.

* * * * * * * * * * * * * * *

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

DATED as of the 26th day of April, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Raphael Danon"

Raphael Danon Director and Chief Financial Officer

SCHEDULE "A" WOODBRIDGE VENTURES INC. (the "Corporation")

AUDIT COMMITTEE CHARTER

1 Purpose

The committee will assist the board of directors of the Corporation (the "Board") in fulfilling its responsibilities. The committee will review the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Corporation's process for monitoring compliance with laws and regulations and its own code of business conduct as it relates to financial reporting and disclosure. In performing its duties, the committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. The committee will also be responsible for reviewing the Corporation's financial strategies, its financing plans and its use of the equity and debt markets.

To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee membership as well as the Corporation's business, operations and risks.

2 Committee Membership

The Committee shall consist of no fewer than three members, a majority of whom shall not be officers or employees of the Corporation or any of its affiliates and who shall meet the independence requirements of Canadian securities laws and the TSX Venture Exchange. The members and chair of the Committee shall be appointed and removed by the Board in accordance with the rules of the Corporate Governance and Directors Nominating Committee.

3 Committee Meetings

The Committee shall meet quarterly each year. The Chairman will schedule regular meetings, and additional meetings may be held at the request of two or more members of the Committee, the CEO, or the Chairman of the Board. External auditors may convene a special meeting if they consider that it is necessary.

The committee may invite such other persons (e.g. the CEO and/or CFO) to its meetings, as it deems appropriate. The external auditors should be present at each quarterly audit committee meeting and should be expected to comment on the financial statements in accordance with best practices.

The Committee shall keep adequate minutes of all its proceedings, and the Committee Chairman will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each Committee meeting and any action taken by unanimous consent.

4 Committee Authority and Responsibilities

In carrying out its responsibilities, the Committee will:

4.1 Gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.
4.2 Gain an understanding of the current areas of greatest financial risk and whether management is managing these effectively.
4.3 Review the Corporation's strategic and financing plans to assist the Board's understanding of the underlying financial risks and the financing alternatives.
4.4 Review management's plans to access the equity and debt markets and to provide the Board with advice and commentary.
4.5 Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements.
4.6 Review any legal matters which could significantly impact the financial statements as reported on by the general counsel and meet with outside counsel whenever deemed appropriate.
4.7 Review the annual and quarterly financial statements including Management's Discussion and Analysis and determine whether they are complete and consistent with the information known to committee members; determine that the auditors are satisfied that the financial statements have been prepared in accordance with generally accepted accounting principles, stock exchange requirements and governmental regulations.
4.8 Pay particular attention to complex and/or unusual transactions such as those involving derivative instruments and consider the adequacy of disclosure thereof.
4.9 Focus on judgmental areas, for example those involving valuation of assets and liabilities and other commitments and contingencies.
4.10 Review audit issues related to the Corporation's material associated and affiliated companies that may have a significant impact on the Corporation's equity investment.
4.11 Meet with management and the external auditors to review the annual financial statements and the results of the audit.
4.12 Assess the fairness of the interim financial statements and disclosures, and obtain explanations from management on whether:
a. actual financial results for the interim period varied significantly from budgeted or projected results;
b. generally accepted accounting principles have been consistently applied;
c. there are any actual or proposed changes in accounting or financial reporting practices; and
d. there are any significant or unusual events or transactions which require disclosure and, if so, consider the adequacy of that disclosure.
4.13 Review the external auditors' proposed audit scope and approach and ensure no unjustifiable restriction or limitations have been placed on the scope.
4.14 Review the performance of the external auditors and approve in advance provision of services other than auditing.
4.15 Consider the independence of the external auditors, including reviewing the range of services provided in the context of all consulting services bought by the Corporation.
4.16 Make recommendations to the Board regarding the reappointment of the external auditors.
4.17 Meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.
4.18 Endeavour to cause the receipt and discussion on a timely basis of any significant findings and recommendations made by the external auditors.
4.19 Obtain regular updates from management and the Corporation's legal counsel regarding compliance matters, as well as certificates from the Financial Officer as to required statutory payments and bank covenant compliance and from senior operating personnel as to permit compliance.
4.20 Ensure that the Board is aware of matters which may significantly impact the financial condition or affairs of the business.
4.21 Perform other functions as requested by the full Board.
4.22 If necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist.
4.23 Review and update the charter; receive approval of changes from the Board.

SCHEDULE "B" WOODBRIDGE VENTURES INC. (the "Corporation")

RESTRICTED VOTING SHARE PROVISIONS

The Restricted Voting Shares in the capital of the Corporation shall have the following rights, privileges, restrictions and conditions:

The unlimited number of restricted voting shares ("Restricted Voting Shares") of the Corporation shall have attached thereto the following rights, privileges, restrictions and conditions:

Definitions. For the purposes of these provisions:
(a) "Change in Control" means the occurrence of any of the following events:
i. A person or group of persons acting in concert with respect to the acquisition of Common Securities becomes the beneficial owner of more than fifty percent (50%) of the total number of all outstanding Common Securities, unless each such person was a shareholder of the Corporation on the date of adoption of this paragraph;
ii. An amalgamation, plan of arrangement, share exchange or other business combination between the Corporation and any other entity, whether or not the Corporation is the surviving entity in such transaction, except for a transaction in which the holders of the outstanding Common Securities immediately prior to such transaction hold as a result of holding Common Securities prior to such transaction, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation or of the surviving entity (or the parent of the surviving 2 entity) immediately after such transaction (solely for purposes of this paragraph, treating Common Shares and Restricted Voting Shares as if they had the same voting power); or
iii. The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation.
(b) "Common Securities" means the Common Shares and the Restricted Voting Shares, collectively.
(c) "Common Shares" means the authorized and/or issued common shares of the Corporation.
(d) "Conversion Time" shall be the close of business on the date of on which the board of directors of the Corporation determine that a conversion may take place in accordance with Section 4(a).
(e) "Notice" means a written notice sent from the Corporation to the holders of Restricted Voting Shares notifying such holders of the right to convert Restricted Voting Shares into Common Shares.
(f) "Offer" means an offer to purchase Common Shares which must, by reason of applicable securities legislation or by laws, regulations or policies of a stock exchange on which the Common Shares are listed, be made to each holder of Common Shares whose last address on the records of the Corporation is in a province or territory of Canada to which the relevant requirement applies.
(g) "Transfer Agent" means the third-party transfer agent of the Restricted Voting Shares, or, if the Corporation then serves as its own transfer agent of such shares, the Corporation.

(h) "TSXV" means the TSX Venture Exchange.

2. Voting and Related Matters.

(a) The holders of Restricted Voting Shares shall be entitled to receive notice of, to attend and to one vote per share held at any meeting of the shareholders of the Corporation provided that, except as required by law, the holders of the Restricted Voting Shares shall not be entitled to vote for the election of directors of the Corporation at any meeting of the shareholders of the Corporation. The holders of the Restricted Voting Shares shall be entitled to receive all informational documents and other communications sent to the holders of Common Shares, including those that are:

1. required to be sent to the holders of Common Shares by applicable law or by any stock exchange on which the Common Shares of the Corporation are listed; and
1. voluntarily sent by the Corporation to the holders of Common Shares in connection with any meeting of shareholders.

3. Distributions.

(a) A person or group of persons acting in concert with respect to the acquisition of Common Securities becomes the beneficial owner of more than fifty percent (50%) of the total number of all outstanding Common Securities, unless each such person was a shareholder of the Corporation on the date of adoption of this paragraph;
(b) The holders of Restricted Voting Shares shall be entitled to receive dividends as and when declared by the board of directors of the Corporation on the Restricted Voting Shares as a class, provided that no dividend may be declared in respect of, or any other benefit conferred upon the holders of, Restricted Voting Shares unless concurrently therewith the same dividend per share in respect of, or the same benefit per share is conferred upon the holders of, Common Shares determined as if all Restricted Voting Shares had been converted to Common Shares immediately prior to such determination.
(c) The holders of Restricted Voting Shares shall be entitled, in the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, to share rateably, together with the holders of Common Shares in such assets of the Corporation as are available for distribution.

4. Conversion.

(a) Each Restricted Voting Share shall automatically be converted into one Common Share, without the payment of additional consideration by the holder thereof, as and when such conversion is permitted by the rules of the TSXV which may include, without limitation, where additional Common Shares are issued by the Corporation to shareholders other than the holders of Restricted Voting Shares, where an Offer has been made and/or a Change of Control has occurred or conditional on such events occurring. Any such conversion right shall be allocated among the holders of Restricted Voting Shares on a pro rata basis according to their holdings of Restricted Voting Shares.
(b) In order for a holder of Restricted Voting Shares to receive a certificate evidencing Common Shares in exchange for a certificate evidencing Restricted Voting Shares, such holder shall surrender the

certificate or certificates for such Restricted Voting Shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the Transfer Agent, together with such other documentation as the Transfer Agent or the Corporation may reasonably require. Until the certificate representing the Restricted Voting Shares is surrendered as set forth above the certificate representing such Restricted Voting Shares shall represent that number of Common Shares into which the Restricted Voting Shares have been converted and the remaining Restricted Voting Shares not converted.

(c) No fractional Common Shares shall be issued upon conversion of Restricted Voting Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a Common Share as determined in good faith by the board of directors of the Corporation. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of Restricted Voting Shares the holder is at the time converting into Common Shares and the aggregate number of Common Shares issuable upon such conversion.
(d) The Corporation shall at all times when the Restricted Voting Shares shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Restricted Voting Shares, such number of its duly authorized Common Shares as shall from time to time be sufficient to effect the conversion of all outstanding Restricted Voting Shares; and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the conversion of all then outstanding shares of the Restricted Voting Shares, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the articles of the Corporation.
(e) All Restricted Voting Shares which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive Common Shares in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section 4(c) and to receive payment of any dividends declared but unpaid thereon.
(f) If the Corporation shall at any time or from time to time after the date of issuance of any Restricted Voting Shares effect a subdivision of the outstanding Common Shares (but not the Restricted Voting Shares), the number of Common Shares issuable upon conversion of Restricted Voting Shares shall be proportionately increased so that the number of Common Shares issuable on conversion of each Restricted Voting Share shall be increased in proportion to such increase in the aggregate number of Common Shares outstanding. If the Corporation shall at any time or from time to time after date of issuance of any Restricted Voting Shares combine the outstanding Common Shares (but not the Restricted Voting Shares), the number of Common Shares issuable upon conversion of Restricted Voting Shares shall be proportionately decreased so that the number of Common Shares issuable on conversion of each Restricted Voting Share shall be decreased in proportion to such decrease in the aggregate number of Common Shares outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.
(g) If there shall occur any reorganization, recapitalization, reclassification, consolidation, amalgamation or merger involving the Corporation in which the Common Shares (but not the

Restricted Voting Shares) are converted into or exchanged for securities, cash or other property (other than a transaction covered by Section 4(f), then, following any such reorganization, recapitalization, reclassification, consolidation, amalgamation or merger, each Restricted Voting Share shall thereafter be convertible in lieu of the Common Share into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of Common Shares of the Corporation issuable upon conversion of one Restricted Voting Share immediately prior to such reorganization, recapitalization, reclassification, consolidation, amalgamation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the board of directors of the Corporation) shall be made in the application of the provisions in this Section 4(g) with respect to the rights and interests thereafter of the holders of the Restricted Voting Shares, to the end that the provisions set forth in this Section 4(g) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Restricted Voting Shares.

6. Miscellaneous.

(a) The rights, privileges, restrictions and conditions attached to the Restricted Voting Shares as a class as provided herein and as may be provided from time to time may be repealed, altered, modified, amended or amplified or otherwise varied only with the sanction of the holders of the Restricted Voting Shares given in such a manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution passed by the affirmative vote of at least two-thirds of the votes cast at a meeting of holders of Restricted Voting Shares duly called for such purpose and held upon at least 21 days' notice at which a quorum is present comprising one or more persons holding or representing by proxy at least 20% of the outstanding Restricted Voting Shares. However, the rights, privileges, restrictions and conditions attached to the Restricted Voting Shares shall not be replaced, altered, modified, amended or otherwise varied without the prior written approval of the holders of Common Shares at a meeting called for such purpose. If any such quorum is not present within half an hour after the time appointed for the meeting then the meeting shall be adjourned to a date being not less than 15 days later and at such time and place as may be appointed by the chairman and at such meeting a quorum will consist of that number of shareholders present in person or proxy. The formalities to be observed with respect to the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those which may from time to time be prescribed in the by-laws of the Corporation with respect to meetings of shareholders. On every vote taken at every such meeting or adjourned meeting, each holder of a Restricted Voting Share shall be entitled to one vote in respect of each Restricted Voting Share held.

AI assistant

Jack Nathan Medical Corp. — Proxy Solicitation & Information Statement 2020

47473_rns_2020-05-04_2872f6a6-5da9-4340-a19d-57b976228ec8.pdf

WOODBRIDGE VENTURES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2020

- AND -

MANAGEMENT INFORMATION CIRCULAR

WOODBRIDGE VENTURES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON May 26, 2020

BY ORDER OF THE BOARD OF DIRECTORS

WOODBRIDGE VENTURES INC.

MANAGEMENT INFORMATION CIRCULAR

Adjustments to the Meeting as a Result of Covid-19

Solicitation of Proxies

Appointment and Completion of Proxies

Registered Shareholders

Beneficial Shareholders

Non-Objecting Beneficial Owners

Objecting Beneficial Owners

Voting of Proxies

Revocation of Proxies

Quorum

Voting Securities and Principal Holders Thereof

Executive Compensation

NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

SUMMARY COMPENSATION

Summary Compensation Table

INCENTIVE PLAN AWARDS

Incentive Plan Awards – Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

PENSION PLAN BENEFITS

Defined Benefit Plans Table

Deferred Compensation Plans

TERMINATION AND CHANGE OF CONTROL BENEFITS

DIRECTOR COMPENSATION

Director Compensation Table

Board Fees

Incentive Plan Awards for Directors

Outstanding Option-Based Awards and Share-Based Awards

Incentive Plan Awards – Value Vested or Earning During the Year

Directors' and Officers' Insurance

Stock Option Plan

Indebtedness of Management and Directors

Interest of Informed Persons in Material Transactions

Interest of Certain Persons in Matters to be Acted Upon

PARTICULARS OF MATTERS TO BE ACTED UPON

ANNUAL BUSINESS

Election of Directors

Re-appointment of Auditors

SPECIAL BUSINESS

Ratification of Stock Option Plan

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Matters Relating to Proposed Qualifying Transaction

Regulatory Approvals

Name Change

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

IT IS INTENDED THAT THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Approval of Share Consolidation

Certain Risks Associated with the Consolidation

Principal Effects of the Consolidation

Notice of Consolidation and Letter of Transmittal

Fractional Shares

Percentage Shareholdings

Implementation

Effect on Non-registered Shareholders

"BE IT RESOLVED THAT:

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Adoption of Restricted Voting Shares

"BE IT RESOLVED THAT:

IT IS INTENDED THAT THE COMMON SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF THE ABOVE RESOLUTION.

Audit Committee and Relationship with Auditor

Relevant Education and Experience

Raphael Danon

David Tsubouchi

Neil Labatte

Pre-Approval Policies and Procedures

External Auditor Service Fees

Audit Fees

Audited-Related Fees

Jack Nathan Medical Corp. Proxy Solicitation & Information Statement 2020