This Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

OF

JACK NATHAN MEDICAL CORP.

To be held at 10:00 a.m. (Toronto time) on Wednesday, July 19, 2023

Dated as of June 16, 2023

No securities regulatory authority has in any way passed upon the merits of anything described in this Management Information Circular and any representation to the contrary is an offence.

JACK NATHAN MEDICAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of shareholders (the "Shareholders") of Jack Nathan Medical Corp. (the "Corporation") will be held at the offices of the Corporation's legal counsel, Dickinson Wright LLP, 199 Bay Street, Suite 2200, Commerce Court West, Toronto, Ontario, Canada on Wednesday, July 19, 2023, at the hour of 10:00 a.m. (Toronto time) for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Corporation as at and for the financial years ended January 31, 2023 and 2022, together with the auditors' report thereon;
1. to consider and, if deemed advisable, to pass, with or without variation, a resolution to reappoint MNP LLP, Chartered Professional Accountants and Licensed Public Accountants, as auditors of the Corporation and to authorize the directors of the Corporation to fix the auditors' remuneration and the terms of their engagement;
1. to consider and, if deemed advisable, to elect as directors of the Corporation for the forthcoming year the nominees proposed by the management of the Corporation in the management information circular of the Corporation (the "Circular") accompanying and forming part of this Notice;
1. to consider and, if deemed advisable, to pass, with or without variation, a resolution to reapprove the Corporation's Omnibus Equity Incentive Plan, as required pursuant to the rules of the TSX Venture Exchange;
1. to consider and, if deemed advisable, to pass, with or without variation, a resolution (a) approving, confirming and ratifying the entering into by the Corporation as borrower of an Cdn$8,000,000 convertible debenture (the "Convertible Debenture") in favour of Wal-Mart Canada Corp. as lender, as such Convertible Debenture is described in the Circular, and (b) authorizing and approving the entering into by the Corporation with Wal-Mart Canada Corp. of an investor rights agreement as required by the terms of the Convertible Debenture and as such agreement is described in the Circular; and
1. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The details of the matters proposed to be put before the Meeting are set forth in the Circular, which is supplemental to and expressly made a part of this Notice. Shareholders of record as of the close of business on June 19, 2023 (the record date) will be entitled to vote at the Meeting and at any adjournment or adjournments thereof. A form of proxy solicited by management of the Corporation in respect of the Meeting is enclosed herewith.

DATED at the City of Toronto, in the Province of Ontario, as of the 16th day of June, 2023.

By Order of the Board of Directors of JACK NATHAN MEDICAL CORP.

(signed) "Neil J. Labatte"

______________________________ Neil J. Labatte Chairman of the Board of Directors

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY OR OTHER APPROPRIATE FORM OF PROXY AND RETURN IT TO THE TRANSFER AGENT, TSX TRUST COMPANY, 100 ADELAIDE STREET WEST, SUITE 301, TORONTO, ONTARIO M5H 4H1, BY NOT LATER THAN 10:00 A.M. (TORONTO TIME) ON JULY 17, 2023 OR, IF THE MEETING IS ADJOURNED, NOT LATER THAN 48 HOURS, EXCLUDING SATURDAYS, SUNDAYS OR HOLIDAYS, PRECEDING THE TIME OF SUCH ADJOURNED MEETING, IN DEFAULT OF WHICH IT MAY BE TREATED AS INVALID, ALTHOUGH THE CHAIRMAN OF THE MEETING HAS THE DISCRETION TO ACCEPT PROXIES FILED LESS THAN 48 HOURS PRIOR TO THE COMMENCEMENT OF THE MEETING, OR ANY ADJOURNMENT THEREOF. IN ORDER TO BE REPRESENTED BY PROXY, SHAREHOLDERS MUST COMPLETE AND SUBMIT THE ENCLOSED FORM OF PROXY OR OTHER APPROPRIATE FORM OF PROXY.

GLOSSARY OF TERMSii
SUMMARY1
PROXY SOLICITATION1
PART ONE2
VOTINGINFORMATIONANDPRINCIPALSHAREHOLDERSAPPOINTMENT	AND
REVOCABILITY OF PROXIES2
PART TWO8
COMPENSATION DISCLOSURE AND RELATED MATTERS8
SUMMARY OF EXECUTIVE COMPENSATION (Form 51-102F6V)8
STOCK OPTIONS AND OTHER COMPENSATION SECURITIES9
OMNIBUS EQUITY INCENTIVE PLAN12
EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS16
OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION17
PENSION PLAN BENEFITS19
PART THREE19
CORPORATE GOVERNANCE AND OTHER MATTERS19
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON AND
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS23
PART FOUR24
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING24
OTHER BUSINESS34
ADDITIONAL INFORMATION35
BOARD APPROVAL35

"A"	Statement of Corporate Governance Practices
"B"	Audit Committee Charter

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Management Information Circular:

"beneficial shareholders" has the meaning ascribed thereto under Part One "Voting Information and Principal Shareholders Appointment and Revocability of Proxies − Non-registered or Beneficial Shareholders";

"Board" means the board of directors of the Corporation in office at any particular time;

"CEO" means Chief Executive Officer;

"CFO" means Chief Financial Officer;

"Circular" means this Management Information Circular;

"Common Shares" means the common shares in the capital of the Corporation, as currently constituted;

"Corporation" or "JNH" means Jack Nathan Medical Corp., a corporation existing under the OBCA;

"Financial Statements" means the audited consolidated financial statements of the Corporation as at and for the financial years ended January 31, 2023 and 2022 together with the auditor's report thereon;

"Insider" for the purposes of the Omnibus Plan means: (i) an "insider" as defined in the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary; and (ii) an associate, as defined in the Securities Act (Ontario), of any person who is an insider by virtue of clause (i) above;

"Meeting Date" means Wednesday, July 19, 2023;

"Meeting" means the annual and special meeting of Shareholders to be held on the Meeting Date, including any adjournment, adjournments, postponement or postponements thereof;

"Meeting Materials" means this Circular and the accompanying Notice and form of proxy;

"Notice" means the Notice of the Meeting accompanying this Circular;

"OBCA" means the Business Corporations Act (Ontario), as amended;

"Omnibus Plan" means the omnibus equity incentive plan of the Corporation which was approved by Shareholders on August 9, 2021 and December 23 2022, as amended from time to time;

"Option" means an option to acquire one Common Share issued pursuant to the Omnibus Plan;

"Optionee" means a holder of an Option;

"Person" includes any individual, partnership, association, limited or unlimited liability company, joint venture, body corporate, trustee, trust, executor, administrator, legal representative, government or any other entity, whether or not having legal status;

"Record Date" in respect of the Meeting means June 19, 2023;

"Related Party" in relation to a corporation, means a promoter, director, officer, other insider or any control person of the corporation or associates or affiliates of any such person;

"Shareholder" means a holder of Common Shares;

"TSXV" means the TSX Venture Exchange; and

words importing the singular number only include the plural and vice versa and words importing any gender or the neuter includes all genders and the neuter.

CURRENCY

As the Corporation's financial statements are prepared in Canadian dollars, all dollar amounts referred to in this Circular are expressed in Canadian dollars unless otherwise indicated. References in this Circular to "$" or "Cdn$" are to Canadian dollars.

FORWARD-LOOKING INFORMATION

Certain statements contained in this Circular constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Corporation are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Forward-looking information contained in this Circular includes, without limitation, statements with respect to the completion of the Convertible Debenture transaction, expected benefits of the Convertible Debenture transaction, the Corporation's growth strategy, and the Corporation's plans to grow more clinics at an accelerated rate. Such statements reflect the Corporation's current views and intentions with respect to future events, and current information available to it, and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: risks associated with the requirement to obtain shareholder and TSXV approvals for the Convertible Debenture; changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political, and competitive developments; the economic and business impact of operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Corporation in an unexpected manner or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this Circular is made as of the date of this Circular and the Corporation undertakes no obligation to publicly update or revise any forward- looking information, other than as required by applicable law.

SUMMARY

The following is a summary of the matters to be considered and, in some cases, voted upon by Shareholders at the Meeting and certain other information contained in this Circular. This summary is provided for convenience only and the information in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in the Circular. Certain capitalized terms used in this summary are defined in the Glossary of Terms in this Circular.

Meeting Date and Location

The Meeting will be held on Wednesday, July 19, 2023 at 10:00 a.m. (Toronto time) at the offices of Dickinson Wright LLP, Suite 2200, 199 Bay Street, Commerce Court West, Toronto, Ontario, Canada.

Record Date

The Record Date for determining Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on June 19, 2023.

Purposes of the Meeting

The purposes of the Meeting are as follows:

to receive and consider the audited consolidated financial statements of the Corporation as at and for the financial years ended January 31, 2023 and 2022;
to reappoint auditors of the Corporation and to authorize the directors to fix the remuneration and terms of engagement of such auditors;
to elect directors of the Corporation;
to reapprove the Omnibus Plan, as required pursuant to the rules of the TSXV;
to (A) approve, confirm and ratify the entering into by the Corporation as borrower of an $8,000,000 convertible debenture in favour of Wal-Mart Canada Corp. as lender, as such debenture is described in the Circular, and (B) authorize and approve the entering into by the Corporation with Wal-Mart Canada Corp. of an investor rights agreement as required by the terms of the said debenture and as such agreement is described in this Circular; and
to consider such other matters as may properly come before the Meeting or any adjournment or adjournments thereof.

Shareholder Approvals Required

Unless otherwise noted under "Particulars Of Matters To Be Acted Upon At The Meeting", and unless otherwise required by law or applicable stock exchange rule, every question and every resolution coming before the Meeting will be determined by a majority of votes duly cast on the matter.

PROXY SOLICITATION

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of Jack Nathan Medical Corp. (the "Corporation") for use at the annual and special meeting (the "Meeting") of the holders of Common Shares of the Corporation to be held on Wednesday, July 19, 2023, at 10:00 a.m. (Toronto time) and at any adjournment or adjournments thereof, for the purposes set forth in the notice (the "Notice") of Meeting accompanying this Circular.

All costs of this solicitation of proxies by management will be borne by the Corporation. In addition to the solicitation of proxies by mail, directors and officers and certain employees of the Corporation may solicit proxies personally by telephone or other telecommunication but will not receive additional compensation for doing so.

The information contained herein is given as of June 16, 2023, unless otherwise noted.

This Circular describes the matters to be acted on at the Meeting and the procedures for attending or appointing proxies to vote at the Meeting.

PART ONE

VOTING INFORMATION AND PRINCIPAL SHAREHOLDERS APPOINTMENT AND REVOCABILITY OF PROXIES

REGISTERED SHAREHOLDERS

If you are a registered Shareholder, you can vote your shares at the Meeting in person or by proxy. If you wish to vote in person at the Meeting and are certain that you will be able to attend the Meeting, do not complete or return the form of proxy included with this Circular. Your vote can be cast by you in person and counted at the Meeting. If you do not wish to attend the Meeting or do not wish to vote in person, or you are not certain that you will be able to attend the Meeting, complete and deliver the form of proxy in accordance with the instructions given below.

Appointment of Proxy

A form of proxy is enclosed and you are asked to sign, date and return the form of proxy in the envelope provided. The persons named in the enclosed form of proxy are directors, officers or other individuals appointed by the Corporation. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person (who need not be a shareholder of the Corporation), other than the persons designated in the enclosed form of proxy, to vote for you and to attend and speak on your behalf at the Meeting Such right may be exercised by striking out the names of the persons designated in the enclosed form of proxy and by inserting in the blank space provided for that purpose the name of the person to be appointed or by completing another proper form of proxy. It is important to ensure that any other person you appoint will be attending the Meeting and will represent you to the Meeting. Proxyholders should, upon arrival at the Meeting, present themselves to a representative of the scrutineers at the Meeting.

The proxy must be executed by the Shareholder or his attorney duly authorized in writing or, if the shareholder is a corporation, by instrument in writing executed by a duly authorized signatory of such corporation (under corporate seal if so required by the rules and laws governing the corporation). If the proxy is executed by a duly authorized attorney or authorized signatory of the shareholder, the proxy should reflect such person's capacity following his or her signature. At the request of the Corporation, an appropriate instrument evidencing such person's qualifications and authority to act may be required.

Depositing Proxy

Registered Shareholders may vote in person at the Meeting or any adjournment or postponement thereof or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place. Registered Shareholders unable to be present at the Meeting in person are requested to date and sign the enclosed form of proxy and mail it to or deposit it with our registrar and transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 Attention: Proxy Department, such that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the commencement of the Meeting or any adjournment thereof, in default of which it may be treated as invalid, although the Chairman of the Meeting has the discretion to accept proxies filed less than 48 hours prior to the commencement of the Meeting, or any adjournment thereof.

A proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.

NON-REGISTERED OR BENEFICIAL SHAREHOLDERS

Your shares may not be registered in your name but in the name of an intermediary (which is usually a bank, trust company, securities dealer or stock broker, or trustees or administrators of self-administered registered savings plans, registered retirement savings funds, registered education savings plans and similar plans, or a clearing agency in which an intermediary participates). If your shares are listed in an account statement provided to you by a broker, then it is likely that those shares are not registered in your name but under the broker's name or under the name of an agent of the broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited which acts as the nominee for many Canadian brokerage firms) and, in the United States, under the name of Cede & Co. (the registration name for The Depository Trust Company, which acts as depository for many U.S. brokerage firms and custodian banks).

If your shares are registered in the name of an intermediary or a nominee, you are a non-registered or beneficial shareholder (a "beneficial shareholder"). Beneficial shareholders should be aware that only registered shareholders whose names appear on the share register of the Corporation, or the persons they appoint as their proxies, are entitled to vote at the Meeting. The purpose of the procedures described below is to permit non-registered shareholders to direct the voting of the shares they beneficially own. There are two categories of beneficial shareholders. Beneficial shareholders who have provided instructions to an intermediary that they do not object to the intermediary disclosing ownership information about them are considered to be Non-Objecting Beneficial Owners ("NOBOs"). Beneficial shareholders who have objected to an intermediary providing ownership information are Objecting Beneficial Owners ("OBOs").

The Corporation has distributed copies of this Circular, the accompanying form of proxy and the Notice, (collectively, the "Meeting Materials") directly to registered shareholders and either directly to the NOBOs or to intermediaries for distribution to NOBOs together with the intermediary's form of proxy or voting instruction form. The Corporation has not distributed copies of the Meeting Materials to intermediaries for distribution to the OBOs. Unless you have waived your rights to receive the Meeting Materials, the Corporation is required to deliver them to you as a beneficial shareholder of the Corporation and to seek your instructions as to how to vote your shares.

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

If the Corporation or its transfer agent has sent these materials directly to you, as a beneficial shareholder, the Corporation (and not the intermediary holding shares on your behalf) has assumed responsibility for (i) delivering these materials to the beneficial shareholder, and (ii) executing the beneficial shareholder's proper voting instructions.

If you are a beneficial shareholder who has received these proxy-related materials directly from the Corporation or transfer agent, please return your voting instructions as specified in the request for voting instructions.

Notice and Access

Applicable securities legislation allows electronic delivery of the Meeting Materials and/or delivery of the Meeting Materials only to those who request them ("Notice and Access"). The Corporation will not be sending the Meeting Materials to registered shareholders or beneficial shareholders using notice and access for the meeting.

VOTING PROCEDURE FOR BENEFICIAL SHAREHOLDERS

Brokers or agents can only vote the shares of the Corporation if instructed to do so by the beneficial shareholder.

Every broker or agent has its own mailing procedure and provides its own instructions. Typically, a beneficial shareholder will be given a voting instruction form which must be completed and signed by the beneficial shareholder in accordance with the instructions provided by the intermediary. The purpose of this form is to seek instructions from the beneficial shareholder on how to vote on behalf of or otherwise represent the beneficial shareholder. A beneficial shareholder cannot use this form to vote or otherwise represent shares in person at the Meeting. If you are a beneficial shareholder, you must follow the instructions provided by the intermediary in order to ensure that your shares are voted or otherwise represented at the Meeting.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in Canada and in the United States. Broadridge mails a voting instruction form in lieu of the proxy provided by the Corporation. The voting instruction form will name the same persons as the Corporation's proxy to vote your shares and to represent you at the Meeting. You have the right to appoint a person (who need not be a beneficial shareholder of the Corporation) other than the persons designated in the voting instruction form to vote your shares and to represent you at the Meeting. To exercise this right, you should insert the name of your desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or be given 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. If you receive a voting instruction form from Broadridge, you cannot use it to vote shares directly at the Meeting – the instruction form must be returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the shares voted or otherwise represented at the Meeting.

Occasionally, a beneficial shareholder may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of shares owned by the beneficial shareholder but is otherwise not completed. This form of proxy does not need to be signed by you. In this case, you can complete and deliver the proxy as described above under the heading "Registered Shareholders".

Beneficial shareholders should carefully follow the instructions of their intermediary on the forms they receive, including those regarding when and where the form of proxy or voting instruction form is to be delivered, and contact their intermediaries promptly if they need assistance.

OBJECTING BENEFICIAL OWNERS – OBOS

If you are an OBO, you cannot use the mechanisms described above for registered shareholders and must follow the instructions provided by the intermediary in order to ensure that your shares are voted or you are otherwise represented at the Meeting.

NON-OBJECTING BENEFICIAL OWNERS – NOBOS

If you, as a NOBO, receive the Corporation's form of proxy, you may complete and deliver the proxy as described above under the heading "Registered Shareholders". If you, as a NOBO, receive the intermediary's voting instruction form, follow the instructions provided by the intermediary with respect to completing the form in order to ensure that your shares are voted or you are otherwise represented at the Meeting.

Beneficial Shareholders – Attendance at Meeting

Although as a beneficial shareholder you may not be recognized directly at the Meeting for the purposes of voting shares registered in the name of your broker or other intermediary, you may vote your shares as proxyholder for your broker or other intermediary and you may attend the Meeting in that capacity. If you wish to attend at the Meeting and indirectly vote your shares as proxyholder for your broker or other intermediary, you should enter your own name in the blank space on the voting instruction form provided to you, complete the voting instructions and return the voting instruction form to your broker or other intermediary in accordance with the instructions provided by your broker or other intermediary, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.

Revocation of Proxies and Voting Instruction Forms

A registered shareholder who executes and returns a proxy may revoke it (to the extent it has not been exercised) by depositing a written statement to that effect executed by the shareholder or his, her or its attorney duly authorized in writing or by electronic signature or by transmitting by telephonic or electronic means, a revocation that is signed by electronic signature, or, if the shareholder is a corporation, by written instrument executed (under corporate seal if so required by the rules and laws governing the corporation) by a duly authorized signatory of such corporation:

with the Corporation's registrar and transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Proxy Department, at any time such that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the commencement of the Meeting or any adjournment thereof, in default of which it may be treated as invalid, although the Chairman of the Meeting has the discretion to accept proxies filed less than 48 hours prior to the commencement of the Meeting, or any adjournment thereof or at any time prior to a vote being taken in reliance on such proxy;
with the Chairman of the Meeting provided that that it is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the commencement of the Meeting or any adjournment thereof, in default of which it may be treated as invalid, although the Chairman of the Meeting has the discretion to accept proxies filed less than 48 hours prior to the commencement of the Meeting, or any adjournment thereof, or at any time prior to a vote being taken in reliance on such proxy; or
in any other manner permitted by law.

A registered shareholder who has revoked a proxy may submit another proxy by delivering another properly executed form of proxy bearing a later date and depositing it as described above and under the heading "Depositing Proxy".

A beneficial shareholder may revoke a voting instruction or may revoke a waiver of the right to receive the Meeting Materials or a waiver of the right to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is not required to act on any such revocation that is not received by the intermediary well in advance of the Meeting.

VOTING OF SHARES BY PROXY

The proxyholders named in the accompanying form of proxy shall and will vote the shares represented thereby on any ballot in accordance with the shareholder's direction set forth in the proxy. IN THE ABSENCE OF SUCH DIRECTION, THE SHARES REPRESENTED THEREBY WILL BE VOTED:

FOR THE REAPPOINTMENT OF MNP LLP, CHARTERED PROFESSIONAL ACCOUNTANTS AND LICENSED PUBLIC ACCOUNTANTS, AS THE AUDITORS OF THE CORPORATION AND FOR THE AUTHORIZATION OF THE DIRECTORS TO FIX THE REMUNERATION AND TERMS OF ENGAGEMENT OF THE AUDITORS;
FOR THE ELECTION OF THE MANAGEMENT NOMINEE DIRECTORS NAMED IN THIS CIRCULAR;
FOR THE REAPPROVAL OF THE OMNIBUS PLAN, AS REQUIRED PURSUANT TO THE RULES OF THE TSXV; AND
FOR THE RESOLUTION (A) APPROVING, CONFIRMING AND RATIFYING THE ENTERING INTO BY THE CORPORATION, AS BORROWER, OF AN $8,000,000 CONVERTIBLE DEBENTURE IN FAVOUR OF WAL-MART CANADA CORP. AS LENDER, AS SUCH DEBENTURE IS DESCRIBED IN THIS CIRCULAR, AND (B) AUTHORIZING AND APPROVING THE ENTERING INTO BY THE CORPORATION WITH WAL-MART CANADA CORP. OF AN INVESTOR RIGHTS AGREEMENT AS REQUIRED BY THE TERMS OF THE SAID DEBENTURE AND AS SUCH AGREEMENT IS DESCRIBED IN THIS CIRCULAR;

all as discussed below.

The persons named in the enclosed form of proxy will vote, or withhold from voting, the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such directions, such shares will be voted in favour of the matters specified in the Notice.

An intermediary may not vote, or give a proxy authorizing another person to vote, except in accordance with voting instructions received from the non-registered shareholder who beneficially owns the shares.

EXERCISE OF DISCRETION BY PROXY

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournments thereof. At the date of this Circular, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice. If amendments or variations to matters identified in the Notice or if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote in accordance with their judgment on such matters.

RECORD DATE

The board of directors of the Corporation has determined that the holders of Common Shares at the close of business on June 19, 2023 (the "Record Date") shall be entitled to receive notice of the Meeting and to vote at the Meeting and any adjournment thereof. Accordingly, only shareholders of record on such Record Date will be entitled to vote at the Meeting.

OUTSTANDING VOTING SHARES, VOTING AT MEETINGS AND QUORUM

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of the date of this Circular, 85,452,751 Common Shares of the Corporation are outstanding. Holders of Common Shares as of the close of business on the Record Date will be entitled to one vote per Common Share at the Meeting.

Unless otherwise required by law or detailed below, the matters, resolutions and nominees for election coming before the Meeting will be determined by a majority of votes duly cast by proxy on each such matter, resolution or nominee.

Proxies returned by intermediaries as "non-votes" because the intermediary has not received instructions from the non-registered shareholder with respect to the voting of certain shares or, under applicable regulatory rules, the intermediary does not have the discretion to vote those shares on one or more of the matters, resolutions or nominees that come before the Meeting, will be treated as not entitled to vote on any such matter, resolution or nominee and will not be counted as having been voted in respect of any such matter, resolution or nominee. Shares represented by such intermediary "non-votes" will, however, be counted in determining whether there is a quorum.

A quorum for the Meeting and any adjournments thereof is two persons present in person or represented by proxy holding or representing at least 5% of the issued and outstanding Common Shares of the Corporation entitled to vote thereat.

PRINCIPAL HOLDERS OF VOTING SHARES

The following table sets forth the names of each person who, or corporation which, to the knowledge of the directors and officers of the Corporation, beneficially owns or exercises control over, directly or indirectly, more than 10% of the outstanding voting securities of the Corporation, as well as the number and percentage of outstanding voting securities so owned, controlled or directed by each such person or corporation, as of June 16, 2023.

Name	Number of Voting Securities	Type ofOwnership	Percentage ofOutstandingCommon Shares
George Barakat	(1)12,401,180Common Shares	DirectandIndirect(2)	14.51%
Michael Marchelletta	21,218,280Common Shares	Direct andIndirect(3)	24.83%

Notes:

(1) This information is based on publicly available information.

The directors and officers of the Corporation own or control, directly or indirectly, in the aggregate 21,248,280 Common Shares representing approximately 24.87% of the issued and outstanding Common Shares of the Corporation as of June 16, 2023.

(2) Based on publicly available information, 208,900 Common Shares are held directly by George Barakat and 12,192,280 Common Shares are held by GKAT Inc., a company over which George Barakat has control or direction.

(3) 75,000 Common Shares are held directly by Michael Marchelletta and 21,143,280 Common Shares are held indirectly through First Wellington Securities Inc. Mr. Marchelletta is Executive Vice Chairman and a director of the Corporation.

PART TWO

COMPENSATION DISCLOSURE AND RELATED MATTERS

This Part Two explains, among other things, the material elements of the Corporation's compensation arrangements for its "Named Executive Officers" or "NEOs" (as defined below) and directors. The NEO and director compensation tables and related tables and narrative disclosures provide insight into executive compensation as a key aspect of the overall stewardship and governance of a corporation and help investors understand how decisions about executive compensation are made. In this respect, reference is made to the section entitled "Oversight and Description of Director and NEO Compensation".

SUMMARY OF EXECUTIVE COMPENSATION (FORM 51-102F6V)

The table below details all of the compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, for the fiscal years ended January 31, 2023 and 2022, to each director of the Corporation and to the executive officers or former executive officers of the Corporation named in the table below (collectively, the "Named Executive Officers" or the "NEOs). There were no other executive officers whose total compensation from the Corporation and its subsidiaries exceeded $150,000 in the Corporation's most recently completed financial year. Total compensation encompasses, as applicable, regular salary, dollar amount of option awards, non-equity incentive plan compensation including discretionary and non-discretionary bonuses, pension value with compensatory amounts for both defined and non-defined contribution retirement plans, and all other compensation which including perquisites, tax gross-ups, premiums for certain insurance policies, payments resulting from termination, resignation, retirement or a change in control and all other amounts not reported in another column of the table below.

Name andprincipal position	Year	Salary,Consulting fee,retainer orcommission($)	Bonus($)	Committeeor meetingfees($)	Value ofperquisites($)	Value of allothercompensation($)	Totalcompensation($)
Glenn Copeland,Chief ExecutiveOfficer(1), President	2023	$750,000	$62,500	Nil	Nil	$18,000	$830,500
and a director	2022	$229,170	$93,333	Nil	Nil	$7,500	$330,003
Michael Marchelletta,Executive ViceChairman (formerPresident and InterimChief Executive(2), and aOfficer)director	2023	$283,077(3)	$75,000(3)	Nil	Nil	Nil	$358,077
	2022	$83,333	$37,500	Nil	Nil	$12,000	$132,833
George Barakat,Former ChiefExecutive Officer(4)	2023	N/A	N/A	N/A	N/A	N/A	N/A
	2022	$300,000	$75,000	Nil	Nil	$21,000	$396,000
Spence Walker,Chief Financial	2023	$45,000	Nil	Nil	Nil	Nil	$45,000
Officer(5)	2022	N/A	N/A	N/A	N/A	N/A	N/A

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name andprincipal position	Year	Salary,Consulting fee,retainer orcommission($)	Bonus($)	Committeeor meetingfees($)	Value ofperquisites($)	Value of allothercompensation($)	Totalcompensation($)
David Berman,Former Chief	2023	$133,900	Nil	Nil	Nil	$122,239	$256,139
Financial Officer(5)	2022	$191,250	$5,000	Nil	Nil	$6,000	$202,250
Marcy Herriman,Chief Operating	2023	$229,000	$20,000	Nil	Nil	Nil	$249,000
Officer(6)	2022	$86,176	$5,000	Nil	Nil	$1,500	$92,676
MichaelDiCesareFormer Chief	2023	N/A	N/A	N/A	N/A	N/A	N/A
OperatingOfficer	2022	$166,400	$48,000	Nil	Nil	$4,400	$218,800
AnthonyDeCristofaro,	2023	$46,041(3)	Nil	Nil	Nil	Nil	$46,041
director	2022	$20,000	Nil	Nil	Nil	Nil	$20,000
Blake D. Lyon,director	2023	$46,041(3)	Nil	Nil	Nil	Nil	$46,041
	2022	$20,000	Nil	Nil	Nil	Nil	$20,000
Neil J. Labatte,director	2023	$67,708(3)	Nil	Nil	Nil	Nil	$67,708
	2022	$20,000	Nil	Nil	Nil	Nil	$20,000

Notes:

(1) Glenn Copeland was appointed Chief Executive Officer and President of the Corporation in September 2021.

(2) Michael Marchelletta acted as the Interim Chief Executive Officer of the Corporation from May 2021 to September 2021 and ceased to be President of the Corporation in September 2021. He is currently Executive Vice Chairman and a director of the Corporation.

(3) Represents compensation amounts accrued but yet paid.
(4) George Barakat ceased to be the Chief Executive Officer of the Corporation in May 2021.
(5) David Berman ceased to be the Chief Financial Officer of the Corporation in September 2022 when Spence Walker was appointed as Chief Financial Officer.
(6) Marcy Herriman was appointed Chief Operating Officer of the Corporation in November 2021.

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

The table below discloses all the compensation securities granted or issued to each director and NEO by the Corporation in the financial year ended January 31, 2023 for services provided, or to be provided, directly or indirectly, to the Corporation.

TABLE OF COMPENSATION SECURITIES GRANTED DURING FISCAL YEAR ENDED JANUARY 31, 2023

Name andposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofissuanceor grant	Issue,conversionor exerciseprice($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)	Expirydate
Glenn Copeland,Chief ExecutiveOfficer(1),Presidentand a director	RSU	4,750,000(54.29%)	December27, 2022	N/A	$0.085	$0.10	N/A
MichaelMarchelletta,Executive ViceChairman (formerPresident andInterim ChiefExecutiveOfficer)(2), and adirector	N/A	N/A	N/A	N/A	N/A	N/A	N/A
George Barakat,Former ChiefExecutive Officer(3)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Spence Walker,Chief FinancialOfficer(4)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
David Berman,Former ChiefFinancial Officer(4)	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Marcy Herriman,Chief Operating(5)Officer	RSU	750,000(8.57%)	December27, 2022	N/A	$0.085	$0.10	N/A
MichaelDiCesare,Former ChiefOperatingOfficer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
AnthonyDeCristofaro,director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Blake D. Lyon,director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Neil J. Labatte,director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Notes:

(1) Glenn Copeland was appointed Chief Executive Officer and President of the Corporation in September 2021.

(3) George Barakat ceased to be the Chief Executive Officer of the Corporation in May 2021.

(4) David Berman ceased to be the Chief Financial Officer of the Corporation in September 2022 when Spence Walker was appointed as the Chief Financial Officer.
(5) Marcy Herriman was appointed Chief Operating Officer of the Corporation in November 2021.

The following table sets out all of the exercises by NEOs or directors of the Corporation of compensation securities during the financial year ended January 31, 2023.

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOs (1)

Name andposition	Type ofcompensationsecurity	Number ofunderlyingsecuritiesexercised	Exerciseprice persecurity($)	Date ofexercise	Closingprice ofsecurity ondate ofexercise($)	Differencebetweenexercise priceand closingprice on dateof exercise($)	Totalvalue onexercisedate($)
Glenn Copeland,Chief ExecutiveOfficer andPresident	N/A	N/A	N/A	N/A	N/A	N/A	N/A
MichaelMarchelletta,Executive ViceChairman (formerPresident andInterim ChiefExecutiveOfficer), and adirector	N/A	N/A	N/A	N/A	N/A	N/A	N/A
George Barakat,Former ChiefExecutive Officer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Spence Walker,Chief FinancialOfficer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
David Berman,Former ChiefFinancial Officer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Marcy Herriman,Chief OperatingOfficer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
MichaelDiCesare,Former ChiefOperatingOfficer	N/A	N/A	N/A	N/A	N/A	N/A	N/A
AnthonyDeCristofaro,director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Blake D. Lyon,director	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Neil J. Labatte,director	N/A	N/A	N/A	N/A	N/A	N/A	N/A

Note:

(1) No compensation securities were exercised by any of the directors of the Corporation or NEOs in the fiscal year ended January 31, 2023 or to the date of this Circular subsequent to January 31, 2023.

OMNIBUS EQUITY INCENTIVE PLAN

The Corporation has no long-term incentive plans, other than stock options (the "Options"), restricted share units ("RSUs") and deferred share units ("DSUs" and together with the RSUs and Options, "Awards") granted from time to time by the Board under the provisions of the Corporation's omnibus equity incentive plan (the "Omnibus Plan").

Equity Compensation Plan Information

The Omnibus Plan was adopted by shareholders of the Corporation on August 9, 2021 and an amendment to the Omnibus Plan was approved by shareholders of the Corporation on December 23, 2022. Under the Omnibus Plan the total number of Common Shares available for issuance pursuant to Options and pursuant to the settlement of DSUs and RSUs shall be a total of 16,795,000 Common Shares. The aggregate number of Common Shares for which Awards may be issued to any one participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, unless the Corporation obtains disinterested shareholder approval as required by the policies of the TSXV. The aggregate number of Common Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may be issued to any persons retained to provide Investor Relations Activities (as defined by the TSXV) within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Option is granted to such persons.

Further, unless disinterested shareholder approval as required by the policies of the TSXV is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Corporation (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards granted to insiders of the Corporation (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an Award is granted to any insider.

The Board may provide the circumstances in which Awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to the Corporation or any affiliate of the Corporation prior to the end of a performance period or exercise or settlement of such Award. On the occurrence of a Change in Control (as such term is defined in the Omnibus Plan) and unless otherwise provided in an Award Agreement (as such term is defined in the Omnibus Plan) or a written employment contract between the Corporation and a participant and except as otherwise set out as follows, the Board, may provide that: (1) the successor corporation or entity will assume each Award or replace it with a substitute Award on terms substantially similar to the existing Award; (2) the Awards will be surrendered for a cash payment made by the successor corporation or entity equal to the fair market value thereof; or (3) any combination of the foregoing will occur, provided that the replacement of any Option with a substitute Option shall comply with the provisions of subsection 7(1.4) of the Income Tax Act (Canada) and the replacement of any Award with a substitute Option, DSU or RSU shall be such that the substitute Award shall continuously be governed by section 7 of the Income Tax Act (Canada).

If within 12 months following a Change of Control (unless otherwise provided in an Award Agreement or a written employment contract between the Corporation and a participant), a participant or a participant's service, consulting relationship, or employment with the Corporation, or continuing entity is terminated without cause, or the participant resigns from his or her employment as a result of either (i) the Corporation requiring the participant to be based at a location in excess of one hundred (100) kilometers from the location of the participant's principal job location or office immediately prior to a Change of Control; or (ii) a reduction in the participant's base salary, or a substantial reduction in the participant's target compensation under any incentive compensation plan, as in effect as of the date of a Change of Control, then all Awards then held by such participant (and, if applicable, the time during which such Awards may be exercised) shall immediately vest. In the event that an Award is subject to vesting upon the attainment of Performance Criteria (as defined in the Omnibus Plan), then the number of Options or Restricted Share Units that shall immediately vest will be determined by multiplying the Award Agreement by the pro rata Performance Criteria achieved by the Termination Date (as defined in the Omnibus Plan).

The Board may amend the Omnibus Plan or any Award at any time without the consent of a participant provided that such amendment shall (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Plan, (ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the TSXV, and (iii) be subject to shareholder approval, where required by law, the requirements of the TSXV or the Omnibus Plan, provided however that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to: (A) amendments of a general housekeeping or clerical nature that, among others, clarify, correct or rectify any ambiguity, defective provision, error or omission in the Omnibus Plan; and (B) changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Award provided that for Options it does not entail an extension beyond the original expiry date.

As described in the Omnibus Plan, the following amendments require the approval of Shareholders: (i) a change to the maximum number of Common Shares that may be made the subject of Awards under the Omnibus Plan; (ii) any amendment which reduces the exercise price of any Award, as applicable, after such Awards have been granted or any cancellation of an Award and the substitution of that Award by a new Award with a reduced price; (iii) any amendment which extends the expiry date of any Award, or the restriction period of any RSU beyond the original expiry date; (iv) any amendment which would have the potential of broadening or increasing participation by insiders; (v) any amendment which would permit any Award granted under the Omnibus Plan to be transferable or assignable by any participant other than for normal estate settlement purposes; (vi) any amendment which increases the maximum number of Common Shares that may be (a) issuable to insiders, associates of such insiders, consultants or persons retained to provide Investor Relations Activities at any time; or (b) issued to insiders, associates of such insiders, consultants or persons retained to provide Investor Relations Activities under the Omnibus Plan and any other proposed or established share compensation arrangement in a one-year period; (vii) increase limits imposed on the participation of non-employee directors that are not officers or employees of the Corporation; (viii) otherwise cause the Omnibus Plan to cease to comply with any tax or regulatory requirement, including for these purposes any approval or other requirement; or (ix) any amendment to the amendment provisions of the Omnibus Plan. Common Shares held directly or indirectly by insiders benefiting from the amendments in sections (ii) and (iii) above shall be excluded when obtaining such shareholder approval.

The Board may, subject to regulatory approval, discontinue the Omnibus Plan at any time without the consent of the participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a participant under the Omnibus Plan.

The Board (or the designate committee of the Board) may, by resolution, but subject to applicable regulatory approvals, decide that any of the provisions of the Omnibus Plan concerning the effect of termination of the participant's employment shall not apply for any reason acceptable to the Board (or a committee thereof).

All Awards granted under the Omnibus Plan are non-transferable in any manner, including assignment, except as may be permitted by the Board (or the designate committee of the Board), or as specifically provided in the agreement for an Award granted under the Omnibus Plan.

Options

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing on the date such Option is granted to the participant and ending as specified in the Omnibus Plan or in the underlying option agreement, but in no event shall an Option expire on a date which is later than ten (10) years from the date the Option is granted. Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options. The exercise price for Common Shares that are the subject of any Option shall be fixed by the Board when such Option is granted, but shall not be less than the "Market Value" (as defined in the Omnibus Plan) of such Common Shares at the time of the grant. Unless otherwise set forth in the option agreement or outlined in the Omnibus Plan, the vesting of Options will not commence before the 1st anniversary from when they are granted.

Should the expiration date for an Option fall within a "Black-Out Period" (as defined in the Omnibus Plan) or within ten (10) business days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black-Out Period, such tenth business day to be considered the expiration date for such Option for all purposes under the Omnibus Plan. The ten (10) business day period may not be extended by the Board.

DSUs

The Omnibus Plan also provides the Board with the authority to grant DSUs to participants. DSUs represent a contractual right to receive a payment in cash or in Common Shares that is only made after the termination, retirement, or death of the holder of the DSU. Under the Omnibus Plan, DSUs may only be granted to an "Eligible Director", defined as any Board member who, at the time of execution of a grant agreement, and at all times thereafter while they continue to serve as a member of the Board, are not officers, senior executives or other employees of the Corporation or consultants or service providers providing ongoing services to the Corporation and its affiliates. Each Eligible Director may receive all or a portion of his or her annual retainer fee in the form of a grant of DSUs in each fiscal year. The number of DSUs shall be calculated as the applicable portion of the Eligible Director's annual retainer fee divided by the Market Value (as defined in the Omnibus Plan). At the discretion of the Board, fractional DSUs will not be issued and any fractional entitlements will be rounded down to the nearest whole number.

Subject to the vesting and other conditions and provisions set forth in the Omnibus Plan and in the DSU Agreement (as defined in the Omnibus Plan), the Board shall determine whether each DSU awarded to a participant shall entitle the participant: (i) to receive one Common Share issued from treasury; (ii) to receive the cash equivalent of one Common Share; or (iii) to elect to receive either one Common Share from treasury, the cash equivalent of one Common Share or a combination of cash and Common Shares.

Each Eligible Director shall be entitled to redeem his or her DSUs during the period commencing on the business day immediately following the date on which he or she ceases to be an eligible participant (the "Termination Date") and ending on the date that is two years following such termination date, or a shorter such redemption period set out in the relevant DSU Agreement, by providing a written notice of settlement to the Corporation setting out the number of DSUs to be settled and the particulars regarding the registration of the Common Shares issuable upon settlement (the "DSU Redemption Notice").

If a DSU Redemption Notice is not received by the Corporation on or before the 90th day following the Termination Date, the Eligible Director shall be deemed to have delivered a DSU Redemption Notice and the Corporation shall redeem all of the Eligible Director's DSUs in exchange for Common Shares to be delivered to the Eligible Director, administrator or liquidator of the estate of the Eligible Director or the cash equivalent of the shares, as applicable.

Notwithstanding any other provision of the Omnibus Plan, in the event that (i) a DSU Redemption Notice is received during a Black-Out Period or other trading restriction imposed by the Corporation; or (ii) the Eligible Director has not delivered a DSU Redemption Notice and the 90th day following the Termination Date falls during a Black-Out Period or other trading restriction imposed by the Corporation, then settlement of the applicable DSUs shall be automatically extended to the tenth (10th) business day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed.

RSUs

The Omnibus Plan also authorizes the Board to grant RSUs, which provide a contractual right to receive Common Shares, vesting over a three-year period. RSUs add a medium-term incentive option to the Corporation's compensation program. RSUs are considered "medium-term" incentives because they vest from one to three years from the date of grant. The RSUs are subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives.

For each award of RSUs, the Board shall establish the period in which any Performance Criteria and other vesting conditions must be met in order for a participant to be entitled to receive Common Shares in exchange for all or a portion of the RSUs held by such participant (the "Performance Period"), provided that such Performance Period may be no longer than three (3) years after the calendar year in which the Award was granted.

Unless otherwise set forth in an underlying RSU Agreement (as defined in the Omnibus Plan) or Article 6.2 of the Omnibus Plan, the vesting of RSUs will not commence before the 1st anniversary of the date of grant. Subject to the vesting and other conditions and provisions set forth in the Omnibus Plan and in an underlying RSU Agreement, the Board shall determine whether each RSU awarded to a Participant shall entitle the Participant: (i) to receive one Common Share issued from treasury; (ii) to receive the "Cash Equivalent" of one Common Share; or (iii) to elect to receive either one Common Share from treasury, the Cash Equivalent of one Common Share or a combination of cash and Common Shares.

The vesting determination date means the date on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to a RSU have been met (the "RSU Vesting Determination Date"), and as a result, establishes the number of RSUs that become vested, if any.

Except as otherwise provided in an underlying RSU Agreement, all of the vested RSUs covered by a particular grant shall be settled as soon as practicable and in any event within ten (10) Business Days following their RSU Vesting Determination Date and, subject to Article 5.2 of the Omnibus Plan, no later than the end of the restriction period determined by the Board (the "RSU Settlement Date").

Settlement of RSUs shall take place promptly following the RSU Settlement Date and take the form set out in an RSU settlement notice through: (a) in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the participant representing the Cash Equivalent; (b) in the case of settlement of RSUs for Common Shares, delivery of a share certificate to the participant or the entry of the participant's name on the share register for the Common Shares; or (c) in the case of settlement of the RSUs for a combination of Common Shares and the Cash Equivalent, a combination of (a) and (b).

Notwithstanding any other provision of the Omnibus Plan, in the event that an RSU Settlement Date falls during a Black-Out Period or other trading restriction imposed by the Corporation and the participant has not delivered an RSU settlement notice, then such RSU Settlement Date shall be automatically extended to the tenth (10th) business day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed.

Conclusion

The Omnibus Plan serves several purposes for the Corporation. One purpose is to develop the interests of "Eligible Participants" (as defined in the Omnibus Plan) in the growth and development of the Corporation by providing such persons with the opportunity to acquire a proprietary interest in the Corporation. All Eligible Participants are considered eligible to be selected to receive an Award under the Omnibus Plan. Another purpose is to attract and retain key talent and valuable Eligible participants, who are necessary to the Corporation's success and reputation, with a competitive compensation mechanism. Finally, the Omnibus Plan aligns the interests of the participants with those of the Corporation's shareholders by devising a compensation mechanism which encourages the prudent maximization of distributions to shareholders and long-term growth.

As at the date hereof, (a) Options to purchase 7,375,000 Common Shares under the Omnibus Plan are outstanding and unexercised, and (b) an aggregate of 8,750,000 RSUs and 502,506 DSUs are currently awarded under the Omnibus Plan with an aggregate of 167,494 Common Shares available for future issuance pursuant to the grant of Options and settlement of RSUs and DSUs. The Omnibus Plan information in the following table is given as of January 31, 2023 (the Corporation's most recent fiscal year end).

Plan Category	Number of securities to beissued upon exercise ofoutstanding options, warrantsand rights(1)(a)	Weighted-averageexercise price ofoutstanding options,warrants and rights(b)	Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a))(c)
Equity compensationplans approved by	7,375,000(upon exercise of Options)	$0.59
securityholders	8,750,000(upon settlement of RSUs)	n/a	167,494
	502,506(upon settlement of DSUs)	n/a
Equity compensationplans not approved bysecurityholders	n/a	n/a	n/a
Total	16,627,506	n/a	167,494

EQUITY COMPENSATION PLAN TABLE

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

No individual who is or, at any time since the beginning of the most recently completed financial year, was a director, senior officer or employee of the Corporation, and no person who is a proposed nominee for election as a director of the Corporation, and no associate of any such director, senior officer, employee or proposed nominee is or, at any time since the beginning of the last completed financial year, was indebted to the Corporation.

MANAGEMENT CONTRACTS

As of the date of this Circular, the Corporation does not have any contracts that provide for payments to a NEO at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in a NEO's responsibilities, other than as set out below.

The agreement with the Corporation pursuant to which Glenn Copeland performs the services of Chief Executive Officer and Chief Medical Officer of the Corporation, was entered into in September 2021, has a term of 60 months and provides for aggregate fees payable for services of $750,000 per annum. The agreement also provides that in the event Mr. Copeland is terminated without cause, the Corporation is obligated to pay the equivalent to 12 months of the fees payable for services under the agreement ($750,000 plus HST).

Michael Marchelletta currently serves as Executive Vice Chairman and a director of the Corporation. The agreement pursuant to which he acts as Executive Vice Chairman provides for an annual salary of $50,000 for services. The agreement also provides that in the event Mr. Marchelletta is terminated without cause, the Corporation is obligated to pay the equivalent to 24 months of the salary under the agreement ($100,000) and 24 months of continuation of benefits.

The Omnibus Plan includes detailed termination provisions for Options, RSUs and DSUs and detailed provisions in the event of a Change of Control (as defined in the Omnibus Plan) (see "Omnibus Equity Incentive Plan" above).

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

OVERVIEW

The compensation of the Corporation's Named Executive Officers and its directors is determined by the Corporation's Board of Directors as a whole, relying in part upon recommendations of the Board's Compensation Committee. The Corporation's compensation program is designed to provide its executives and directors with a competitive compensation package having regard to responsibilities and performance. Performance is defined to include achievement of the Corporation's strategic objective of growth and enhancement of shareholder value through increases in stock price.

The Corporation's compensation philosophy for NEOs is designed to attract well-qualified individuals. In making its determinations regarding the various elements of executive compensation, the Compensation Committee will utilize published studies of compensation paid in comparable businesses. These studies may be used to help ensure that compensation will be in line with industry standards.

The duties and responsibilities of the Chief Executive Officer are typical of other entities comparable in size and in a similar business to the Corporation, and include direct reporting responsibility to the Board, overseeing the activities of all other executives of the Corporation, representing the Corporation, providing leadership and responsibility for achieving corporate goals and implementing corporate policies and initiatives.

Compensation Objectives and Principles

The primary goal of the Corporation's executive compensation program is to attract and retain the key executives necessary for the Corporation's long-term success, to encourage executives to further the development of the Corporation and its operations, to align the interests of the Corporation's executives with the interests of the Shareholders, and to motivate top quality and experienced executives by providing competitive compensation to that paid by other companies of comparable size engaged in similar business in appropriate regions.

Overall, the executive compensation program aims to design executive compensation packages that meet the expectations of executives with similar talents, qualifications and responsibilities at companies with similar financial, operating and industrial characteristics. The Corporation expects to undergo significant growth and is committed to retaining its key executives for the next several critical years, but at the same time ensuring that executive compensation is tied to specific corporate goals and objectives.

The key elements of the executive compensation program are: (i) base salary or consulting fees; (ii) potential annual incentive award or bonuses; and (iii) equity-based compensation in the form of Awards.

Compensation Process

The Corporation relies solely on its Board and the Board's Compensation Committee, through discussion without any formal objectives, criteria or analysis, in determining the compensation of its executive officers. The Compensation Committee focuses on developing recommendations concerning the award of annual bonuses and the allocation of Awards to its executives and directors.

Elements of Compensation

Base Salary or Consulting Fees

In determining the base level of compensation for its executives, the Board begins its analysis with a recommendation from the Compensation Committee and also places weight on the following factors: the particular responsibilities related to the position; salaries or fees paid by comparable businesses; the experience level of the executive and overall performance; and the time which the executive is required to devote to the Corporation in fulfilling his or her responsibilities. The base salary of an executive officer is intended to attract and retain executives by providing a reasonable amount of non-contingent remuneration.

Bonus

In addition to a base salary, NEOs are eligible to receive a performance-based bonuses meant to motivate the executive officers to achieve shorter-term goals. The pre-established, targets used to determine performance bonuses may be set by the Board or a committee thereof each fiscal year. Each executive officer is measured against the number of new clinics, acquisitions and revenue.

Equity-Based Awards

The Corporation believes that equity-based compensation in the form of Awards can align the interests of the Corporation's directors and its executive officers with the long-term interests of the Shareholders. Equity based compensation awarded (if any) to executive officers and directors will typically be subject to time-based vesting provisions. The Corporation believes that such awards encourage its executive officers and directors to focus on long-term company performance and increasing long-term shareholder value, and serve as a useful retention mechanism by encouraging its executive officers to remain employed with the Corporation. The Corporation does not have any formal policy regarding when equity based compensation is to be granted or the size of any given grant. The Compensation Committee, however, considers and evaluates the total compensation package, including base salary and cash bonuses, received or to be received by a particular executive officer, and seeks to ensure that such total compensation package is fair, reasonable and competitive. When considering equity or equity-linked awards to an executive officer, consideration of the number of Awards previously granted to the executive may be taken into account, however, the extent to which such prior awards remain subject to resale restrictions will generally not be a factor.

PENSION PLAN BENEFITS

There are no pension plan benefits or other retirement benefits in place for any of the Named Executive Officers or directors of the Corporation.

PART THREE

CORPORATE GOVERNANCE AND OTHER MATTERS

The Corporation's Board of Directors and senior management consider good corporate governance to be central to the effective and efficient operation of the Corporation. The Corporation has adopted a series of guidelines, policies and procedures that comprise its corporate governance framework. The Corporation's corporate governance practices are regulated by various statutes, rules and regulations, and are influenced by emerging concepts of best practices.

National Instrument 58-101 − Disclosure of Corporate Governance Practices, which came into effect June 30, 2005, requires each reporting issuer to disclose on an annual basis its approach to corporate governance. Attached hereto as Schedule "A" is the Corporation's Statement of Corporate Governance Practices. Shareholders are advised to consult Schedule "A" for more detailed information on the Corporation's Corporate Governance Practices.

The Corporation understands that corporate governance standards and requirements are continually evolving. The Board's Governance Committee has been charged with monitoring pending corporate governance regulatory developments, in particular the best practices recommended by the Canadian Securities Administrators, as set out in National Instrument 58-201 Corporate Governance Guidelines, and with reviewing the Corporation's corporate governance policies and procedures in light of these developments.

THE BOARD

The Board and its senior management believe that the Corporation has established and operates in an environment of effective internal control with strong corporate governance structures and procedures in place.

Mandate of the Board

The Board has assumed the responsibility for, among other things, enhancing shareholder value, reviewing and approving strategic plans and priorities, operating plans and capital budgets, senior management planning and succession, annual corporate performance and dividend policy. The Board is also responsible for reviewing its size and the compensation paid to its members to ensure that the Board can fulfill its duties effectively and that its members are adequately compensated for assuming the risks and carrying out the responsibilities of their positions. Some of these duties are delegated to committees as set out below. The Board has delegated the authority to manage the day-to-day operations of the Corporation to senior management. All significant decisions that might affect the Corporation are brought before the Board for review and approval before they are implemented.

Size of the Board

The articles of the Corporation provide for a minimum of one (1) and a maximum of ten (10) directors. The Board has been authorized to increase or reduce the number of directors on the Board within the parameters set out in the articles. The Board is currently comprised of five (5) directors, of whom three (3) are independent and two (2) are executive officers of the Corporation. The size and experience of the Board facilitates effective decision-making and provides open and effective dialogue. The full Board is responsible for recommending candidates for nomination for election to the Board.

Chairman

The Chairman of the Board is currently Neil J. Labatte.

Communication Policy

The Corporation has put policies in place to ensure effective communication between itself and its shareholders. The Board reviews the Corporation's annual and quarterly statements and other continuous disclosure documents including this Circular. The Corporation is committed to a full, true and plain public disclosure of all material information in a timely manner in order to keep securityholders and the investing public informed about the Corporation's activities. The objective is to ensure that communications to the investing public about the Corporation are timely, factual, accurate and broadly disseminated in accordance with all applicable legal and regulatory requirements.

COMMITTEES OF THE BOARD

Audit Committee:

Audit Committee Charter

The text of the Audit Committee's charter is attached as Schedule "B" hereto.

Composition and Independence of Audit Committee

The Audit Committee is currently composed of three (3) members, Neil J. Labatte, Anthony DeCristofaro and Blake D. Lyon (Chairman of the Audit Committee), all of whom are independent within the meaning of applicable securities laws. Note that Mr. Labatte will not be standing for re-election at the Meeting (see "Election of Directors" below in Part Four of this Circular "Particulars of Matters to be Acted Upon at the Meeting").

Financial Literacy

National Instrument 52-110 ("NI 51-102") provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.

All of the members of the Audit Committee are financially literate.

Relevant Education and Experience

Each Audit Committee member possesses certain education and experience which is relevant to the performance of his or her responsibilities as an Audit Committee member and, in particular, education or experience which provides the member with one or more of the following: an understanding of the accounting principles used by the Corporation to prepare its financial statements; the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation's financial statements, or experience actively supervising one or more individuals engaged in such activities; and an understanding of internal controls and procedures for financial reporting.

Neil J Labatte currently serves on the boards of NexPoint Hospitality Trust (as Lead Director), BSR REIT (as Chair), and Triovest Inc. He was also previously a Director of HealthLease Properties REIT (June 2012

December 2014), Alpha Peak Leisure Inc. (June 2012 – December 2014), Holloway Lodging Corporation (May 2014 – June 2014), and Skyline Investments Inc. (September 2018 to November 2022), all current or former TSX-listed entities other than Skyline Investments Inc. which is Tel Aviv Stock Exchange-listed. Mr. Labatte was also the President, Chief Executive Officer and trustee of the Legacy Hotels REIT (April 2003 – September 2007). Mr. Labatte possesses over 35 years of experience within the real estate sector. Mr. Labatte received his B.Sc. and M.Sc. in Finance from the University of Utah.

Anthony DeCristofaro is the Chief Executive Officer of Qnext Corp. and brings over 25 years of computer industry experience. Previously, he was President and Chief Executive Officer of iseemedia Inc. which merged with Synchronica in 2010. He was also the President and Chief Executive Officer of MGI Software Corp., which he co-founded and was subsequently sold to Roxio in 2002. Prior to MGI Software Corp., Mr. DeCristofaro was a founding board member of Delrina and vice president/general manager of AST Canada and founded NEC Corporation in Canada.

Blake D. Lyon has extensive experience in hotel and resort asset management in Canada and internationally. Before joining Skyline Investments Inc. as Chief Executive Officer, Mr. Lyon served as the Chief Executive Officer of some of the largest family offices in Canada and was responsible for the management of assets totaling $9B. He was also VP Finance and CFO at Brookfield Asset Management, a position he held for five (5) years

Mandate

The mandate of the Audit Committee is to oversee the Corporation's financial reporting processes and to liaise with the external auditors. In addition to reviewing the financial controls of the Corporation which are its ongoing responsibility, the Audit Committee reviews the annual financial statements, quarterly financial statements, management's discussion and analyses and any other significant financial issues. The Audit Committee is projected to meet at least four (4) times a year and otherwise as frequently and at such intervals as it determines is necessary to carry out its duties and responsibilities, including meeting separately with the external auditors.

Audit Fees

The following table sets forth the fees billed (excluding HST) to the Corporation and its subsidiaries by MNP LLP (the Corporation's auditors) for services rendered in the fiscal years ended January 31, 2023 and January 31, 2022:

MNP LLP	2023($)	2022($)
Audit fees	$378,004	$328,755
Audit-related fees	Nil	Nil
Tax fees	Nil	Nil
All other fees	Nil	Nil
Total:	$378,004	$328,755

Reliance on Exemption

The Corporation is a venture issuer as defined in NI 52-110 and is relying on the exemption in section 6.1 relating to Part 5 "Reporting Obligations" of NI 52-110.

Governance Committee:

The Governance Committee is a committee of the Board and is to consist of at least three (3) members, a majority of whom should be independent and free from any interest and any business or other relationship which could materially interfere with the director's ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings (hereafter an "independent director").

The Governance Committee's principal responsibilities include:

developing and recommending to the Board criteria for selecting Board and committee members;
establishing procedures for identifying and evaluating director candidates, including nominees recommended by Shareholders;
identifying individuals qualified to become Board members;
recommending to the Board the persons to be nominated for election as directors and to each of the Board's committees;
reviewing and making recommendations to the Board regarding the appointment and succession of the Corporation's directors and officers;
developing and recommending to the Board a code of business conduct and ethics and a set of corporate governance guidelines; and
overseeing the evaluation of the Board, its committees and management. The Governance Committee regularly reviews the current profile of the Board, including the representation of various areas of expertise, experience and diversity, to ensure that the Board has a sufficient range of skills, expertise and experience to enable it to carry out its duties and responsibilities effectively.

The current members of the Governance Committee are Neil J. Labatte (Chairman of the Governance Committee), Anthony DeCristofaro, Blake D. Lyon and Michael Marchelletta. Michael Marchelletta (who is Executive Vice Chairman of the Corporation) is not considered to be an independent member of the Governance Committee; however, the other three members of the Governance Committee are considered to be independent within the meaning of applicable securities laws.

Compensation Committee:

The Compensation Committee is a committee of the Board and is to consist of at least three (3) members, all of whom should be (but are not required to be) independent. The Compensation Committee's principal responsibilities include:

acting in an advisory capacity to the Board;
reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those corporate goals and objectives and determining (or making recommendations to the Board with respect to) the compensation level of the Chief Executive Officer based on this evaluation;
making recommendations to the Board with respect to compensation, incentive compensation plans and equity-based plans of the officers, other than the directors;
reviewing and approving, prior to public disclosure, all public disclosure on executive compensation and producing a report on executive officer compensation for inclusion in the Corporation's management information circular;
in conjunction with the Governance Committee, overseeing the evaluation of, and report to the Board on, the performance of the management of the Corporation; and
conducting an annual performance evaluation of the Compensation Committee.

The current members of the Compensation Committee are Michael Marchelletta (who is Executive Vice Chairman of the Corporation), Neil J. Labatte, Anthony DeCristofaro (Chairman of the Compensation Committee) and Blake D. Lyon. Michael Marchelletta is not considered to be an independent member of the Compensation Committee; however, the other three members of the Compensation Committee are considered to be independent within the meaning of applicable securities laws.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management is not aware of any material interest, direct or indirect, of any "informed person" of the Corporation, insider of the Corporation, proposed director, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation. An "informed person" means (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, (iii) a director or officer of a company that is itself an informed person of the Corporation or of a subsidiary of the Corporation, and (iv) any person who has been a director or officer of the Corporation at any time since the beginning the Corporation's last fiscal year. Information relating to management companies has been supplied by the applicable officers and directors.

REGULATORY MATTERS, BANKRUPTCIES AND INSOLVENCIES

To the knowledge of the Corporation, no nominee for director of the Corporation is, at the date of this Circular, or has been, within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation), that: (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while that person was acting as director, chief executive officer or chief financial officer; (b) was subject to a cease trade order or similar order or an order that denied the relevant company access to any exemption under the securities legislation for a period of more than 30 consecutive days that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and that resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (c) while that person was acting in the capacity as director, chief executive officer or chief financial officer or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

PERSONAL BANKRUPTCIES, ETC.

To the knowledge of the Corporation, no nominee for director, nor any personal holding company of any such nominee, has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold the assets of the proposed director.

PENALTIES UNDER SECURITIES LEGISLATION

To the knowledge of the Corporation, no nominee for director, nor any personal holding company of any such nominee, (a) has been subject to any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director, nor has any nominee for director entered into a settlement agreement with a securities regulatory authority.

PART FOUR

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

FINANCIAL STATEMENTS

The Financial Statements will be presented to Shareholders at the Meeting for their consideration. These documents are available upon request and under the Corporation's profile on SEDAR at www.sedar.com.

APPOINTMENT OF AUDITORS

Shareholders will be requested to reappoint MNP LLP, Chartered Professional Accountants and Licensed Public Accountants, as auditors of the Corporation to hold office until the next annual meeting of shareholders and to authorize the directors to fix the remuneration and the terms of the auditors' engagement.

Proxies received in favour of management will be voted in favour of the reappointment of MNP LLP as auditors of the Corporation to hold office until the next annual meeting of shareholders and the authorization of the directors to fix the terms of engagement and remuneration of the auditors, unless the shareholder has specified in a proxy that his, her or its shares are to be withheld from voting in respect thereof.

ELECTION OF DIRECTORS

Directors of the Corporation are elected annually by Shareholders and will hold office until the next annual meeting of Shareholders, or until his/her successor is duly elected or appointed, unless: (i) his/her office is earlier vacated in accordance with the articles and by-laws of the Corporation; or (ii) he/she becomes disqualified to act as a director. The articles of the Corporation provide that the Corporation shall have a minimum of one (1) and a maximum of ten (10) directors. The number of directors to be elected at the Meeting is five (5). The current directors of the Corporation are Glenn Copeland, Michael Marchelletta, Neil J. Labatte, Anthony DeCristofaro and Blake D. Lyon. The term of office of each director will expire on the date of the Meeting when the new Board is elected. Mr. Labatte will not be standing for re-election at the Meeting. The other four (4) current directors of the Corporation will be standing for re-election at the Meeting. See the table below with respect to a new nominee director, Mark Redinger, being proposed for election at the Meeting.

The Board has unanimously adopted a majority voting policy in director elections that will apply at any meeting of Shareholders where an uncontested election of directors is held. Pursuant to this policy, if the number of proxy votes withheld for a particular director nominee is greater than the votes for such director, the director nominee will be required to submit his or her resignation to the Chairman of the Board promptly following the applicable Shareholders' meeting.

Following receipt of the resignation, the Board will consider whether or not to accept the offer of resignation. In considering whether or not to accept the resignation, the Board will consider all factors deemed relevant by its members.

The Board will be expected to accept the resignation except in situations where the considerations would warrant the applicable director to continue to serve on the Board. The Board will publicly disclose its final decision within 90 days following the Meeting. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board at which the resignation is considered.

In the absence of instructions to the contrary, the Common Shares represented by a properly executed form of proxy in favour of the persons designated by management of the Corporation will be voted FOR the election as directors of the nominees whose names are set forth below.

The following table sets forth certain information concerning management's nominees for election as directors, including the approximate number of Common Shares of the Corporation beneficially owned or controlled, directly or indirectly, by each of them, based upon information furnished by them to management of the Corporation.

Name, province andcountry of residence	Office or position held andyear first elected a director	Present Principal(4)Occupation(s)	Number of CommonShares beneficiallyowned, directly orindirectly, or over whichcontrolordirection is(6)exercised
Michael Marchelletta(1)(3)Ontario, Canada	Executive Vice ChairmanDirector since September 30,2020	Co-founder and ExecutiveVice Chairman of theCorporation	21,218,280CommonShares
Mark RedingerOntario, Canada	Not applicable (nomineedirector)	Partner of Dickinson WrightLLP (a law firm) (5)	Nil
Anthony DeCristofaro(1)(2) (3)Ontario, Canada	Director since September 30,2020	Chief Executive Officer ofQnext Corp.	Nil
(1)(2(3)Blake D. LyonOntario, Canada	Director since September 30,2020	Chief Executive Officer ofSkyline Investments Inc.	Nil
Glenn CopelandOntario, Canada	Chief Executive Officer,Presidentand Chief MedicalOfficer since September2021Director since December 23,2022	Chief Executive Officer,President and Chief MedicalOfficer of the Corporation.	Nil

Notes:

1. Member of the Compensation Committee.
1. Member of the Audit Committee.
1. Member of the Governance Committee.
1. Applicable securities law requires that the Corporation also disclose the principal occupations of each proposed director during the last five years, unless the proposed director is now a director and was elected to his present term of office by a vote of shareholders at a meeting, the notice of which was accompanied by an information circular. Based on these requirements, the principal occupation(s) during the last five years of Mr. Redinger must be disclosed. Mr. Redinger's principal occupation during the last five years has been partner of Dickinson Wright LLP (a law firm).
1. Dickinson Wright LLP acts as legal counsel to the Corporation.
1. The information as to Common Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the directors individually.

Each of the directors will be elected on an individual basis. If there are more than five nominees for director, the five nominees obtaining the most votes cast on the resolution will be elected and will hold office until the next annual meeting of shareholders or until the directors' respective successors are duly elected or appointed.

The persons named in the accompanying form of proxy intend to vote the shares represented thereby for the election of the nominees named above as directors of the Corporation, unless the shareholder has specified in the proxy that the shares represented thereby are to be withheld from voting in respect thereof. Management has no reason to believe that any of the nominees named above will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy shall have the right to vote for another nominee in such proxyholder's discretion, unless the proxy withholds authority to vote for the election of directors.

REAPPROVAL OF OMNIBUS PLAN

The Common Shares are listed on the TSXV. The rules of the TSXV require that the Omnibus Plan, which was first approved by Shareholders on August 9, 2021 and was then reapproved by Shareholders on December 23, 2022 (an amendment to the Omnibus Plan was also approved by Shareholders on December 23, 2023), be reapproved annually by Shareholders. Details of the Corporation's Omnibus Plan are found in Part Two of this Circular, "Compensation Disclosure and Related Matters – Omnibus Equity Incentive Plan". A copy of the Omnibus Plan was attached as Appendix B to the management information circular of the Corporation dated July 2, 2021 and the said amendment to the Omnibus Plan was set out in the management information circular of the Corporation dated November 2, 2022, which circulars may be obtained under the Corporation's profile on SEDAR at www.sedar.com. The Corporation will also promptly provide, upon request, a copy of the Omnibus Plan free of charge to a securityholder of the Corporation. The Omnibus Plan, as amended, is incorporated by reference into, and forms part of, this Circular.

As of the date of this Circular, Options to purchase 7,375,000 Common Shares are outstanding under the Omnibus Plan, and an aggregate of 8,750,000 RSUs and 502,506 DSUs are awarded under the Omnibus Plan.

At the Meeting, Shareholders of the Corporation will be asked to approve the following resolution:

"BE IT RESOLVED THAT:

1. The Omnibus Equity Incentive Plan of the Corporation and the granting of stock options, restricted share units and deferred share units from time to time thereunder, be and are hereby reapproved.
1. Any one director or officer of the Corporation be and is hereby authorized and directed to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable in connection with the foregoing."

To be approved, the above resolution requires the affirmative vote of a majority of the votes cast on such resolution. Proxies received in favour of management will be voted in favour of such resolution, unless the shareholder has specified in the proxy that his, her or its shares are to be voted against such resolution.

APPROVAL OF CONVERTIBLE DEBENTURE FINANCING WITH WAL-MART

In a press release issued on June 15, 2023, the Corporation announced that it had signed a secured convertible debenture (the "Convertible Debenture") in the principal amount of $8,000,000 (the "Convertible Debenture Transaction" or the "Transaction") with Wal-Mart Canada Corp. ("Walmart").

The Corporation believes the Transaction further supports JNH's national expansion strategy, providing an important catalyst for rapid growth. See the disclosure below for information in respect of the background to, and rationale for, the Transaction, as well as a summary of the terms of the Convertible Debenture.

The Corporation's Common Shares are listed on the TSXV. The rules of the TSXV require that the Convertible Debenture be approved by Shareholders. Shareholders will therefore be asked at the Meeting to consider, and if deemed advisable, to pass, with or without variation, a resolution approving, confirming and ratifying the entering into by the Corporation of the Convertible Debenture (see "Shareholder Approval" below).

Background to the Transaction

Corporation Overview

The Corporation is an omni-channel healthcare network, improving access to medical services for millions of patients throughout Canada and Mexico. The Corporation does this by co-locating physician and ancillary medical services in conveniently located state-of-the-art medical clinics inside Walmart® stores, as well as through digital channels, providing a seamless patient experience. JNH aims to improve access to high quality healthcare and patient healthcare outcomes through an integrated approach that focuses on proactive and preventative care.

In collaboration with Walmart, the Corporation builds turnkey, barrier-free medical clinics in high-density centers in Canada and Mexico today, with a goal to expand internationally in future years. As of January 31, 2023, JNH had 75 clinics across Canada, 18 of which were corporate owned and operated. Also as of January 31, 2023, the Corporation had 114 medical clinics in Mexico, including servicing Walmart associates at four clinics inside Walmart's Distribution Centres and provides COVID-19 testing at select Mexico locations. Jack Nathan's clinics provide family and urgent care medical services as well as an array of specialty medical programs and paramedical services including MedSpa and Rehab in key market locations or strategic clinical locations.

JNH has been able to successfully grow into one of Canada's largest healthcare networks, with an expanding business in Mexico, by addressing the needs of its three key stakeholders: patients, practitioners, and Walmart. Patients gain easy access to barrier-free high quality medical care services while practitioners reduce their operating costs and the difficulties associated with starting a new practice. Walmart benefits from an improved customer experience and potential follow-on purchases, including those made at Walmart pharmacies.

Historically, JNH built a recurring license fee model with physicians and allied service partners inside Walmart locations. This legacy model will continue to evolve as the Corporation builds new clinics or acquires clinics that it owns and operates. Walmart Canada has 402 locations and Jack Nathan is currently present in 75 locations, which provides immediate opportunity for several new clinics to open. In addition, there are significant opportunities to build out paramedical services in existing clinics with available rooms adjacent to the ongoing family medical practices. This is a key element of the Corporation's strategy as it looks to become a multi-disciplinary medical destination, providing one-stop medical solutions to populations in need of better medical care and access:

Through its JNH medical clinics, the Corporation provides family practice, walk-in and urgent care services, telemedicine, specialist health care services, travel medicine, allied health services, dental, and more.
Through its JNH MedSpa's, the Corporation provides hair restoration, skin rejuvenation, laser hair removal, hair restoration, belkyra, facials, chemical peels, injectables, and more.
Through its JNH Rehab clinics, the Corporation provides physiotherapy, chiropractic, massage therapy, chiropody, orthotics, custom bracing, compression therapy, acupuncture, and more.

Growth Strategy

Over the coming years, Jack Nathan Health plans to drive top-line and bottom-line growth through five strategic objectives:

(1) Open larger multi-disciplinary clinics inside Walmart stores.

(2) Expand number of corporate owned and operated medical centres in a strategic plan with Walmart.

(3) Diversify service offering to provide more value to patients and partners and create new revenue streams.

(4) Leverage the JNH platform to introduce new technologies that drive patient and practitioner engagement, while concurrently working with Walmart to develop and implement the most effective digital strategy.

(5) Improve the overall patient experience.

Walmart, one of the world's largest retailers, is a perfect platform to offer needed medical care services. In the Corporation's current markets of Canada and Mexico, Walmart has a very strong brick-and-mortar presence, with over 400 retail units in Canada and over 2,650 retail units in Mexico, servicing millions of in-store shoppers per day. This is in addition to an e-commerce platform that collectively has over 1 million online shoppers per day.

As of January 31, 2023, JNH had 75 medical clinics in Canada. With over 400 Walmart locations across Canada that have a pharmacy and could be ideal expansion locations for JNH, the Corporation believes this remains a relatively untapped market with significant growth potential. In Canada, JNH historically built smaller format clinics that contained walk-in and family physicians. Based on the success of these smaller clinics and the increasing need for access to healthcare, JNH has started building larger format clinics that in addition to walk-in and family physicians, host a variety of ancillary health services such as medically supervised Medspa, physiotherapy and chiropractor, among others.

As of January 31,2023, JNH had 114 corporate owned and operated medical clinics inside Walmart Mexico Supercenters and 4 clinics inside Walmart's Distribution Centres servicing Walmart Associates.

Existing Loan Arrangements with Walmart

In May 2022, the Corporation signed a new credit facility (the "Credit Facility") and agreement for newly licensed Walmart medical clinics across Canada. The lender under this agreement is Walmart who will provide financing for significant capital expenditures to expansions and upgrades. Advances under the credit facility accrue interest at 6% per annum based on the number of new locations. Repayment of the unpaid principal and accrued interest is due five years from the date of the first advance. The loans are secured under a general security agreement against the Corporation and all subsidiaries. As of June 16, 2023, there was outstanding under the Credit Facility $2,869,550.

In September 2022, the Corporation entered into a loan agreement with Walmart in order to establish a new revolving credit facility in an amount not to exceed $2,000,000 (the "Loan") in favour of the Corporation. Advances of the Loan accrue interest at a rate of 7% per annum from and including the date of such advance, to but excluding the date of repayment. The Loan is to be used by the Corporation for general working capital of the Corporation and its subsidiaries. As of June 16, 2023, there was outstanding under the Loan $2,000,000. The Loan is repayable on demand made by Walmart.

Execution of Convertible Debenture

As the Corporation continued to collaborate with Walmart to expand the Corporation's footprint across Canada and Mexico, serving over 2,000,000 patients in 206 clinics annually, several unanticipated headwinds slowed the pace of the Corporation's intended growth over the last few years.

The Corporation believes that the Convertible Debenture, which was signed by the Corporation with Walmart on June 15, 2023, will assist the Corporation in continuing to grow its healthcare networks globally. Walmart currently operates 402 locations across Canada and 2,868 locations across Mexico. The Corporation is committed to driving rapid expansion in these two key markets to make JNH the convenient destination of choice for state-of-the-art primary and ancillary medical services.

Terms of the Convertible Debenture

Advance and Use of Proceeds

The Convertible Debenture provides for one advance in the principal amount of $8,000,000, which advance shall occur on Closing (as defined below). The proceeds from the Convertible Debenture are to be used for the operations of Jack Nathan Health that are operated in collaboration with Walmart, including for the opening of up to 25 new clinics and Quebec infrastructure.

Interest and Maturity

The Convertible Debenture shall bear interest at the rate of 9% per annum from the date of issuance (the "Closing"), payable quarterly until the earlier of the Maturity Date (as defined below) or the date of full conversion of the Convertible Debenture. Subject to earlier conversion, the Convertible Debenture will mature on the date that is three years from the date of issuance (the "Maturity Date"). Interest shall be payable in cash, provided however that, at the sole option of Walmart and subject to the receipt of all necessary regulatory approvals, including, but not limited to, the approval of the TSXV, the Corporation may satisfy its interest obligations under the Convertible Debenture by the issuance of additional Common Shares at the then "Market Price" (as defined in the policies of the TSXV) as per the requirements of the TSXV.

Conversion

The principal amount outstanding under the Debenture (the "Principal") shall be convertible, at the option of Walmart, into units of the Corporation (each, a "Unit") at a price of $0.105 per Unit. Such Principal will be so convertible by Walmart in whole or part, at any time and from time to time prior to the Maturity Date. Each Unit shall consist of one Common Share and one Common Share purchase warrant of the Corporation (each, a "Warrant"), with each Warrant entitling the holder to purchase one Common Share at an exercise price of $0.105 until the date that is three years following the date of issue of such Warrant.

Security

The Debenture shall be secured on a first priority basis against all of the assets of the Corporation and its material subsidiaries on the same basis as the existing security provided by the Corporation to Walmart in respect of the existing credit agreement between Walmart and the Corporation.

Change of Control

Upon the occurrence of a "Change of Control" (as defined in the Convertible Debenture) of the Corporation, the Corporation will be required to make an offer to purchase the Convertible Debenture, in cash, at a price equal to 110% of the Principal thereof plus accrued and unpaid interest. The holder of the Convertible Debenture may, in its discretion, (a) tender all of the Convertible Debenture to the offer to purchase, (b) receive the proceeds owing in such transaction on an as-converted basis, or (c) reject the offer to purchase and remain holder of the Convertible Debenture following such transaction.

Representations and Warranties

The Convertible Debenture contains customary representations and warranties of each of the Corporation and Walmart. Those representations and warranties were made solely for the purpose of the Convertible Debenture and may be subject to important qualifications, limitations and exceptions agreed to by the Corporation and Walmart in connection with negotiating the terms of the Convertible Debenture.

The representations and warranties provided by the Corporation in favour of Walmart in the Convertible Debenture relate to matters that include: due incorporation, qualification to transact business, due authorization for the execution of the Convertible Debenture, enforceability of the Convertible Debenture, the issuance of the Debenture and any conversion of the Debenture being exempt from prospectus requirements, no approvals being required other than as specified in the Convertible Debenture, compliance with laws, litigation, ownership of assets, compliance with tax laws, confirming no event of default, confirming provision of full disclosure, and compliance with anti-corruption and anti-bribery laws, financial services laws, anti-money laundering laws, and global sanctions laws.

The representations and warranties provided by Walmart in favour of the Corporation in the Convertible Debenture relate to matters that include: authorization and enforceability of the Convertible Debenture, confirmations with respect to the reliance on the "accredited investor" prospectus exemption for the acquisition of the Convertible Debenture, disclosure of information, resale restrictions with respect to the Convertible Debenture and the underlying securities, and consent to disclosure of personal information.

Covenants

The Convertible Debenture also contains certain customary affirmative and negative covenants on the part of the Corporation in favour of Walmart, including covenants related to, among other things: payment of the Principal and interest under the Convertible Debenture, paying costs relating to the enforcement of the Convertible Debenture, maintaining corporate existence, providing notice of default to Walmart, performance of obligations relating to material agreements, paying taxes, restrictions on payments on shares, restrictions on senior management compensation, maintaining reporting issuer status and share listing, providing certain information to Walmart with respect to compliance with anti-money laundering laws, compliance with laws, convening and conducting the Meeting, restrictions on making fundamental changes prior to the closing of the Convertible Debenture, and restrictions on the formation or acquisition of subsidiaries.

Closing

The TSXV has conditionally accepted the Convertible Debenture Transaction. Closing of the Transaction remains subject to approval by Shareholders and the satisfaction of certain customary conditions precedent, including the final acceptance of the TSXV. The threshold required for shareholder approval is a majority of the votes cast with respect to the Transaction at a meeting of shareholders must be in favour of the Transaction. In this regard, Shareholders will be asked to approve the Transaction at the Meeting (see "Shareholder Approval" below).

Voting and Support Agreements

On June 15, 2023, all directors and executive officers of the Corporation (the "Covenantors") representing approximately 24.87% of the outstanding Common Shares entered into voting and support agreements (the "Support Agreements") with the Corporation and Walmart. The Support Agreements set forth, among other things, the agreement of each of the Covenantors to, until the date on which the advance of the Principal under the Convertible Debenture is completed:

(a) attend (either in person or by proxy) any meeting of the securityholders of the Corporation convened for the purposes of considering the Transaction, and at any such meeting, vote (or cause to be voted) all of their Common Shares in favour of the Transaction and all matters related thereto;
(b) vote or cause to be voted (either in person or by proxy) all of their Common Shares against, or not tender or cause to be tendered, any of their Common Shares to any action that is reasonably likely to impede, interfere with, delay, postpone, or adversely affect in any material respect the Transaction or any matters related thereto;
(c) not, without the prior written consent of Walmart and the Corporation, sell, transfer, assign, pledge, or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment or other disposition of their Common Shares; and
(d) not take any other action that would in any manner delay, hinder, prevent, interfere with or challenge the Transaction.

The Support Agreements also set forth the agreement of each of the Covenantors that, until the date upon which the Support Agreement is terminated (such termination date being the date the Convertible Debenture is repaid or converted in full), the Covenantor shall attend any meeting of the securityholders of the Corporation convened subsequent to the completion of the advance of the Principal under the Convertible Debenture where directors are to be elected in respect of the Corporation, and at any such meeting vote (or cause to be voted) all of the Common Shares then held by the Covenantor (if any) in favour of Walmart's "Approved Nominees" (as defined in the Support Agreement).

The Support Agreement of Michael Marchelletta (who is Executive Vice Chairman and a director of the Corporation; see "Election of Directors" above) also includes right of first refusal ("ROFR") provisions in favour of Walmart. In this Support Agreement, Mr. Marchelletta agrees that, until the date upon which such Support Agreement is terminated (such termination date being the date the Convertible Debenture is repaid or converted in full), if Mr. Marchelletta (the "Offeror") receives a bona fide written offer to acquire greater than 5% of his Common Shares or convertible securities that, if converted or exercised, would provide the holder of such convertible securities with, in the aggregate, greater than 5% of the issued and outstanding Common Shares (collectively, the "Offered Securities"), which the Offeror is prepared to accept, and desires to transfer such Offered Securities to the person who made such bona fide offer to the Offeror (the "Proposed Assignee"), the Offeror will be entitled to transfer such Offered Securities if and only if the Offeror complies with the ROFR provisions in favour of Walmart in such Support Agreement (with these provisions including a requirement that the Offeror first offer the Offered Securities to Walmart by written notice to Walmart and with Walmart then having a specified period to elect to purchase the Offered Securities, failing which the Offeror shall be entitled to proceed with the sale of the Offered Securities to the Proposed Assignee).

Investor Rights Agreement

One of the conditions to the closing of the Convertible Debenture is that the Corporation and Walmart shall enter into an investor rights agreement (the "Investor Rights Agreement") in substantially the form attached as Schedule "G" to the Convertible Debenture.

Board Nomination Rights and Board Observers

(a) Walmart shall have the right, but not the obligation, to appoint one individual to the board of directors of the Corporation (the "Board"). Walmart has indicated that it does not currently intend to exercise this right.

(b) Concurrent with the advance of the Principal under the Convertible Debenture and for the duration of time that the Convertible Debenture remains outstanding, the Board shall be comprised of a maximum of six individuals, who shall include the following: (a) two "independent" (within the meaning of the policies of the TSXV) individuals jointly selected by Walmart and the Corporation; and (b) the Corporation's Chief Executive Officer.

Walmart has indicated that it does not currently intend to exercise its rights set out in item (a) and (b) above, such that the composition of the Board (as elected at the Meeting) is not expected to change on Closing the Convertible Debenture Transaction.

(c) Upon any conversion of the Convertible Debenture, Walmart will be entitled, but not obligated, to appoint up to three individuals to the Board for so long as it holds 30% or greater of the outstanding Common Shares. Walmart's Board nomination rights shall decrease to two individuals if it holds greater than 20% but less than 30% of the outstanding Common Shares and one individual if it holds greater than 10% but less than 20% of the outstanding Common Shares.

(d) In addition to its Board nomination rights, Walmart will be entitled (but not obligated) to appoint two non-voting Board observers.

Pre-Emptive Right

The Investor Rights Agreement, if approved by Shareholders (see "Shareholder Approval" below) and entered into on Closing by Walmart and the Corporation as required by the terms of the Convertible Debenture, will also provide that if Walmart holds a minimum of 10% of the outstanding Common Shares on a "Partially Diluted Basis" (as defined below), Walmart will have the right to participate in future equity financings carried out by the Corporation to maintain its pro rata interest at the time of the offering date. "Partially Diluted Basis" means before giving effect to the exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for Common Shares, other than the Convertible Debenture. Any exercise of the foregoing pre-emptive rights by Walmart will be subject to compliance with the applicable requirements of TSXV Policy 4.1.

Share Capital Table

The following table shows the effect of the Convertible Debenture on the Corporation's fully-diluted share capital (assuming Shareholders approve the "Walmart Transaction Resolution" (as defined below) at the Meeting and the $8,000,000 Principal amount is advanced under the Convertible Debenture on Closing:

Security	Number Outstanding
	(as of June 16, 2023)
Common Shares	85,452,751
RSUs	8,750,000
Stock Options	7,375,000
DSUs	502,506
Total Common Shares outstanding on a fully	(1)102,080,257
diluted basis not including any conversion of
Convertible Debenture
Convertible Debenture:
Common Shares issuable	(2)76,190,476
Warrants issuable	(2)76,190,476
Total Common Shares issuablepursuant to	(3)152,380,952
conversion of Convertible Debenture and
exercise of Warrants
TOTAL:	254,461,209
WALMARTPERCENTAGE OF TOTAL:	(4)59.88%

Notes:

(1) This assumes the exercise into Common Shares of all of the currently outstanding RSUs, Stock Options and DSUs.
(2) This assumes the full conversion into Units of the $8,000,000 Principal amount under the Convertible Debenture. Also, the Common Shares issuable number does not include any Common Shares that may potentially be issued to pay quarterly interest payments under the Convertible Debenture.
(3) This assumes (a) the exercise into Common Shares of all of the currently outstanding RSUs, Stock Options and DSUs, (b) the full conversion into Units of the $8,000,000 Principal amount under the Convertible Debenture, and (c) the exercise into Common Shares of all of the Warrants comprising part of such Units (but not taking into account any additional Common Shares that may potentially be issued to pay quarterly interest payments under the Convertible Debenture).
(4) The Walmart percentage of the total outstanding Common Shares increases to 64.07% assuming the full conversion into Units of the $8,000,000 Principal amount under the Convertible Debenture and the exercise into Common Shares of all of the Warrants comprising part of such Units, but not taking into account any exercise into Common Shares of the currently outstanding RSUs, Stock Options and DSUs (and also not taking into account any additional Common Shares that may potentially be issued to pay quarterly interest payments under the Convertible Debenture).

Board Recommendation

The Board believes that the Convertible Debenture Transaction is in the best interests of the Corporation and its Shareholders. Accordingly, the Board unanimously approved the Convertible Debenture Transaction and recommends that Shareholders vote their Common Shares in favour of the "Walmart Transaction Resolution" (as defined below).

Shareholder Approval

The Corporation's Common Shares are listed on the TSXV. The rules of the TSXV require that the Convertible Debenture be approved by Shareholders. The TSXV also requires that the Investor Rights Agreement proposed to be entered into on Closing by Walmart and the Corporation as required by the terms of the Convertible Debenture, be approved by Shareholders. Shareholders will therefore be asked at the Meeting to consider, and if deemed advisable, to pass, with or without variation, a resolution (a) approving, confirming and ratifying the entering into by the Corporation of the Convertible Debenture, and (b) authorizing and approving the entering into by the Corporation of the Investor Rights Agreement. The resolution Shareholders will be asked to approve at the Meeting (the "Walmart Transaction Resolution") is as follows:

"WHEREAS Jack Nathan Medical Corp. (the "Corporation") as borrower has entered into a "Convertible Debenture" (as defined and described in the management information circular of the Corporation dated June 16, 2023 sent to shareholders of the Corporation in respect of the annual and special meeting of shareholders held on July 19, 2023) with Wal-Mart Canada Corp. as lender;

AND WHEREAS one of the conditions to the closing of the Convertible Debenture is that the Corporation and Wal-Mart Canada Corp. shall enter into an "Investor Rights Agreement (as defined and described in the management information circular of the Corporation dated June 16, 2023 sent to shareholders of the Corporation in respect of the annual and special meeting of shareholders held on July 19, 2023);

NOW THEREFORE BE IT RESOLVED THAT:

1. the entering into by the Corporation of the Convertible Debenture be and is hereby approved, confirmed and ratified, and the performance by the Corporation of its obligations thereunder be and is hereby approved;
2. the entering into by the Corporation of the Investor Rights Agreement, and the performance by the Corporation of its obligations thereunder, be and are hereby authorized and approved; and
3. any one director or officer of the Corporation be and is hereby authorized and directed to execute and deliver on behalf of the Corporation all such documents and instruments and to do all such other acts and things as in his or her opinion may be necessary or desirable in connection with any of the foregoing."

To be approved, the above Walmart Transaction Resolution requires the affirmative vote of a majority of the votes cast at the Meeting on such resolution. Proxies received in favour of management will be voted in favour of such resolution, unless the shareholder has specified in the proxy that his, her or its shares are to be voted against such resolution.

OTHER BUSINESS

While management of the Corporation is not aware of any business other than that mentioned in the Notice to be brought before the Meeting for action by the Shareholders, it is intended that the proxies hereby solicited will be exercised upon any other matter or proposal that may properly come before the Meeting, or any adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be obtained by accessing the Corporation's profile on SEDAR at www.sedar.com.

The Corporation's comparative financial statements and related management's discussion and analysis for its most recently completed financial year is available under the Corporation's profile on SEDAR at www.sedar.com.

BOARD APPROVAL

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

DATED at Toronto, Ontario, the 16th day of June, 2023.

By Order of the Board of Directors

_______________________________________

(signed) "Neil J. Labatte"

Neil J. Labatte Chairman of the Board of Directors

SCHEDULE "A"

JACK NATHAN MEDICAL CORP.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Disclose how the Board of Directors (the "Board") facilitates its exercise of independent supervision over management, including:

the identity of directors that are independent, and
the identity of directors who are not independent, and the basis for that determination.

Three of the five current directors on the Board are independent within the meaning of independence as defined under section 1.4 of National Instrument 52-110 − Audit Committees. The independent directors are Neil J. Labatte, Anthony DeCristoforo and Blake D. Lyon. Glenn Copeland, who is Chief Executive Officer and President of the Corporation, and Michael Marchelletta, who is Executive Vice Chairman of the Corporation, are not independent.

The Corporation believes that the current combination of independent and non-independent directors is an acceptable balance, for a venture issuer of the size and nature of the Corporation, between the objective of independent supervision of management, the insight drawn from outside members of the business and professional community, and the in-depth knowledge of the operations of the Corporation afforded by the participation of its current and former executive officers on the Board.

Directorships

If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

Currently, the following director of the Corporation serves on the boards of directors of other public companies, as listed below:

Director	PublicCompanyBoardMember/Trustee
NeilJ.Labatte	NexPointHospitalityTrust(TSXV)BSRRealEstateInvestmentTrust(TSX)

Orientation and Continuing Education

Describe what steps, if any, the Board takes to orient new Board members, and describe any measures the Board takes to provide continuing education for directors.

The Board does not have a formal orientation policy. New directors, when appointed or elected, are provided with access to information, including sufficient historical data, to become familiar with the Corporation and its operating facilities and assets, and to familiarize themselves with the procedures of the Board. All directors are given the opportunity to visit the Corporation's offices with management and to interact with and request briefings from management in order to familiarize themselves with the business of the Corporation.

The Board does not have a formal continuing education program. All directors are encouraged to become members of the Institute of Corporate Directors. All members of the Board are experienced directors. Members of the Board may also engage outside consultants at the expense of the Corporation to review matters on which they feel they require independent advice.

Management generally provides meeting materials in advance of meetings and encourages openness. Minutes of meetings are circulated and reviewed subsequent to each meeting.

Ethical Business Conduct

Describe what steps, if any, the Board takes to encourage and promote a culture of ethical business conduct.

The Board expects management to comply with all statutes, regulations and administrative policies applicable to the Corporation, to supervise employees and consultants in such a manner as to be informed of their activities, to promote the free flow of information, and allow employees, consultants and others to anonymously report to the Corporation on concerns involving accounting and other issues (protection of "whistleblowers"). Corporate policies include, but are not limited to, matters of corporate disclosure on a timely basis, confidentiality and insider trading restrictions. The Board has not yet instituted written policies with respect to all of the above nor adopted written codes of conduct for directors, officers and employees. The Board expects management to report to the Board regarding any breaches or concerns with respect to the foregoing, which are of a material nature, whether or not a satisfactory resolution was already implemented by management, or of which management is aware that are reasonably likely to arise in the foreseeable future and which would be of a material nature.

The Corporation's governing statute and its by-laws state that every director of the Corporation who is in any way directly or indirectly interested in a contract or a proposed contract with the Corporation shall declare his interest at a meeting of the directors of the Corporation. Such a declaration should be made at the meeting of directors at which the question of entering into the contract is first considered, if his interest then exists, or in any other case at the first meeting of the directors after the acquisition of his interest and no director shall as a director vote in respect of any contract or arrangement in which he is interested as aforesaid and, if he does so vote, his vote shall not be counted. Any Board materials referencing the contract in question will generally be redacted for the director concerned and he will absent himself from all Board discussion relating to the contract in question.

In order to avoid the potential for disclosure, or the perception or appearance of disclosure of confidential insider information, the Corporation observes a quiet period as well as a blackout period during which informed persons are prohibited from discussing non-public material information or trading in securities of the Corporation.

Nomination of Directors

Disclose what steps, if any, are taken to identify new candidates for Board nomination, including:

who identifies new candidates, and
the process of identifying new candidates.

The Board periodically and at least annually considers the composition of the Board, including the appropriate skills and characteristics required of the directors in the context of the business experience and specific areas of expertise of each current director. The Board is also responsible for recruiting and recommending candidates for election as directors when necessary. Whenever possible, candidates are interviewed by members of the Board individually and in small groups prior to their nomination for election as a director.

Compensation

Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including:

who determines compensation, and
the process of determining compensation.

The Compensation Committee is responsible for reviewing the compensation of the executive officers of the Corporation on an "as required basis", and reporting their findings and recommendations to the full Board. The Compensation Committee has determined that the current compensation is appropriate for the risks and responsibilities assumed by the officers. The total compensation from all sources, including salary, bonus, and equity-based compensation in the form of Awards, is considered in comparison to current market rates offered by similar venture issuers in the similar sector of the Canadian economy, and is intended to remain competitive in order to attract and retain talented and motivated individuals. Reference is made to Part Two of the Circular for further discussion in respect of executive compensation.

The Compensation Committee is to consist of at least three (3) members, all of whom should be independent. Reference is made to Part Three of the Circular under "Corporate Governance and Other Matters" which sets out principal responsibilities of the Compensation Committee.

Other Board Committees

If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

In addition to the Board's Audit Committee and Compensation Committee, the Board has also established a Governance Committee. Reference is made to Part Three of the Circular under "Corporate Governance and Other Matters" which sets out principal responsibilities of the Governance Committee.

Assessments

Disclose what steps, if any, that the Board takes to satisfy itself that the Board, its committees, and its individual directors are performing effectively.

The Board annually reviews the performance of nominees for re-election to the Board, with the objectives of ensuring comprehensive and independent oversight of the management of the Corporation, maintaining its working relationship with management, and promoting open communication and disclosure by management of material information to the Board with respect to the operations of the Corporation. Each of the Audit Committee, the Governance Committee and the Compensation Committee is expected to regularly report to the Board with respect to its activities, and make its minutes of meetings and supporting information available to the Board. This is intended to allow the Board to evaluate the effectiveness of each such committee on an ongoing basis. The responsibilities of the Governance Committee include overseeing the evaluation of the Board, its committees and management.

SCHEDULE "B"

JACK NATHAN MEDICAL CORP.

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 theCorporation'sstrategic and financing plansto assist theBoard'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.

AI assistant

Jack Nathan Medical Corp. — Proxy Solicitation & Information Statement 2023

47473_rns_2023-06-28_01053e96-c98d-48d9-bf0d-e90287ac6eff.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

OF

JACK NATHAN MEDICAL CORP.

JACK NATHAN MEDICAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

By Order of the Board of Directors of JACK NATHAN MEDICAL CORP.

GLOSSARY OF TERMS

CURRENCY

FORWARD-LOOKING INFORMATION

SUMMARY

Meeting Date and Location

Record Date

Purposes of the Meeting

Shareholder Approvals Required

PROXY SOLICITATION

PART ONE

VOTING INFORMATION AND PRINCIPAL SHAREHOLDERS APPOINTMENT AND REVOCABILITY OF PROXIES

REGISTERED SHAREHOLDERS

Appointment of Proxy

Depositing Proxy

NON-REGISTERED OR BENEFICIAL SHAREHOLDERS

Notice and Access

VOTING PROCEDURE FOR BENEFICIAL SHAREHOLDERS

OBJECTING BENEFICIAL OWNERS – OBOS

NON-OBJECTING BENEFICIAL OWNERS – NOBOS

Beneficial Shareholders – Attendance at Meeting

Revocation of Proxies and Voting Instruction Forms

VOTING OF SHARES BY PROXY

EXERCISE OF DISCRETION BY PROXY

RECORD DATE

OUTSTANDING VOTING SHARES, VOTING AT MEETINGS AND QUORUM

PRINCIPAL HOLDERS OF VOTING SHARES

PART TWO

COMPENSATION DISCLOSURE AND RELATED MATTERS

SUMMARY OF EXECUTIVE COMPENSATION (FORM 51-102F6V)

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

TABLE OF COMPENSATION SECURITIES GRANTED DURING FISCAL YEAR ENDED JANUARY 31, 2023

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOs (1)

OMNIBUS EQUITY INCENTIVE PLAN

Equity Compensation Plan Information

Options

DSUs

RSUs

Conclusion

EQUITY COMPENSATION PLAN TABLE

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

MANAGEMENT CONTRACTS

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

OVERVIEW

Compensation Objectives and Principles

Compensation Process

Elements of Compensation

PENSION PLAN BENEFITS

PART THREE

CORPORATE GOVERNANCE AND OTHER MATTERS

THE BOARD

Mandate of the Board

Size of the Board

Chairman

Communication Policy

COMMITTEES OF THE BOARD

Audit Committee:

Audit Committee Charter

Composition and Independence of Audit Committee

Financial Literacy

Relevant Education and Experience

Mandate

Audit Fees

Reliance on Exemption

Governance Committee:

Compensation Committee:

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Jack Nathan Medical Corp. Proxy Solicitation & Information Statement 2023