Jasper Commerce Inc. — AGM Information 2022

Dec 30, 2022

JASPER COMMERCE INC. (Formerly SaaSquatch Capital Corp.)

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR

IN RESPECT OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JASPER COMMERCE INC. TO BE HELD ON JANUARY 26, 2023

Dated as of December 22, 2022

These materials are important and require your immediate attention. The shareholders of Jasper Commerce are required to make important decisions. If you have questions as to how to deal with these documents or the matters to which they refer, please contact your financial, legal or other professional advisor.

JASPER COMMERCE INC. (Formerly SaaSquatch Capital Corp.)

Notice of Annual General Meeting of Shareholders

Notice is hereby given that an Annual General meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (the “ Common Shares ”) of Jasper Commerce Inc. (formerly SaaSquatch Capital Corp.) (“ Jasper ” or the " Corporation ") will be held on Thursday, January 26, 2023 at 10:00 a.m. (Eastern time) at CLIO Toronto, 600 King Street West, Toronto, ON, M5V 1M3 for the following purposes:

• (a) to receive the audited financial statements of the Corporation for the year ended July 31, 2022, and the report of the auditors thereon;

• (b) to elect directors of the Corporation for the ensuing year;

• (c) to confirm the appointment of MNP LLP as auditors of the Corporation and to authorize the board of directors (the " Board of Directors ") to fix their remuneration; and

• (d) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

As a Shareholder of the Company, it is very important that you read the accompanying management information circular of the Company dated December 22, 2022 (the “ Circular ”) and other Meeting materials carefully. They contain important information with respect to voting your Common Shares and attending and participating at the Meeting.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular accompanying this Notice of Meeting.

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on December 22, 2022 (the “ Record Date ”). Only Shareholders whose names have been entered in the applicable register of Shareholders as of 5:00 p.m. (Eastern time) on the Record Date are entitled to receive notice of and vote at the Meeting. Those Shareholders of record will be included in the list of Shareholders prepared as at the Record Date and will be entitled to vote the Common Shares recorded therein at the Meeting.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, such proxy must be received by the Corporation's transfer agent, Odyssey Trust Company, by 5:00 p.m. (Eastern time) on January 24, 2022, or two business days prior to the time of the reconvening of any adjournment or postponement of the Meeting.

If you are an unregistered holder of Common Shares and have received these materials through your broker, investment dealer, bank, trust corporation, trustee or other intermediary, please complete and return the form of proxy provided to you by your intermediary in accordance with the instructions provided therein.

A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Shares, including if you are a nonregistered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST send an email to appointee@odysseytrust.com and provide Odyssey Trust Company (“ Odyssey ”) with their proxyholder's contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.

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DATED at Toronto, Ontario as of the 22[nd] day of December 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF JASPER COMMERCE INC.

(signed) " Gerry Hurlow "

Gerry Hurlow Interim Chief Executive Officer

JASPER COMMERCE INC. (FORMERLY SAASQUATCH CAPITAL CORP.)

GENERAL PROXY INFORMATION

1. Management Information Circular

This management information circular is furnished in connection with the solicitation of proxies by the management of Jasper Commerce Inc. (“ Jasper ” or the “ Corporation ”) for use at the annual meeting (the “Meeting”) of the holders of common shares (“ Common Shares ”) of the Corporation (collectively, the “ Shareholders ”), to be held on January 26, 2023, at 10:00 a.m. (Eastern time) at CLIO Toronto, 600 King Street West, Toronto, ON, M5V 1M3 for the purposes set forth in the accompanying Notice of Annual Meeting.

The Corporation was incorporated pursuant to the Business Corporations Act (British Columbia) under the name “SaaSquatch Capital Corp.” on March 22, 2021. Effective February 16, 2022, the Corporation completed a transaction whereby a wholly-owned subsidiary of the Corporation amalgamated with Jasper Interactive Studios Inc. and pursuant to which the securities of Jasper Interactive Studios Inc. were exchanged for securities of the Corporation, resulting in a reverse take-over of the Corporation by the securityholders of Jasper Interactive Studios Inc. (the “ Transaction ”). In connection with the Transaction, the Common Shares of the Corporation were listed on the TSX Venture Exchange under the symbol “JPIM”. Additional information relating to the Transaction can be found in the Filing Statement of the Corporation dated February 11, 2022, available under the Corporation’s SEDAR profile at www.sedar.com.

2. Record Date

Only Registered Shareholders (as defined herein) of the Corporation as of 5:00 p.m. (Eastern time) on the Record Date of December 22, 2022 are entitled to receive notice of and to vote at the Meeting or the reconvening of any adjournment or postponement thereof. The Record Date will remain the same even if the Meeting is adjourned or postponed.

3. The Meeting

Voting at the Meeting

As of the close of business on December 22, 2022, the Corporation had 58,079,619 Common Shares outstanding, each carrying the right to one vote per share. A simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote at the Meeting, except special resolutions requiring the approval by a majority of not less than two-thirds of the votes cast by Shareholders who vote in respect of such special resolutions.

Appointment of a Third Party as Proxy

The following applies to Shareholders who wish to appoint a person (a “third party proxyholder”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to attend, participate or vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third party proxyholder AND register the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to attend, participate or vote at the Meeting.

• Step 1: Submit your proxy or voting instruction form: To appoint a third party proxyholder, insert such person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a beneficial Shareholder located in the United States, you must also provide Odyssey with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

• Step 2: Register your proxyholder: To register a proxyholder, Shareholders MUST send an email to appointee@odysseytrust.com by 12:00p.m. (Eastern time) on January 24, 2023 and provide Odyssey with the required proxyholder contact information, amount of shares appointed, name in which the shares are registered if they are a registered Shareholder, or name of broker where the shares

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are held if a beneficial Shareholder, so that Odyssey may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting.

If you are a beneficial Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading "How do I attend and participate at the Meeting?".

Legal Proxy – US Beneficial Shareholders

If you are a beneficial Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under “How do I attend and participate at the Meeting?”, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from beneficial Shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to Jasper@odysseytrust.com and received by 12:00p.m. (Eastern time) on January 24, 2023.

4. Solicitation of Proxies

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation. These Shareholder materials are being sent to both registered and non-registered owners of the Common Shares. If you are a nonregistered owner of Common Shares, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings or securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. Accompanying this Management Information Circular (and filed with applicable securities regulatory authorities) is the form of proxy. Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by completing a form of proxy.

5. Revocation of Proxies

A Shareholder who has validly given a Form of Proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law, a Form of Proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Corporation or Odyssey at the address stated above, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the Instrument of Proxy is to be used, or deposited with the chair of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a Form of Proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A Shareholder who has delivered a Form of Proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the Form of Proxy (by indicating such intention to the chair before the Form of Proxy is exercised) and vote in person (or withhold from voting).

Registered Shareholders may attend the Meeting in person or may be represented by proxy. Non-registered holders of Common Shares should read the information under “Advice to Beneficial Shareholders”.

6. Voting of Proxies

Each Shareholder may instruct their proxy how to vote their Common Shares by completing the Form of Proxy.

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The Common Shares represented by the enclosed Form of Proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice of Meeting is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Form of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

7. Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. In many cases, Common Shares beneficially owned by a holder (a “ Beneficial Shareholder ”) are registered either (a) in the name of an intermediary that the Beneficial Shareholder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers and trustees or administrators of selfadministered RRSPs, RRIFs, RESPs and similar plans, or (b) in the name of a depository (such as Clearing and Depository Services Inc. or “ CDS ”). Beneficial Shareholders should note that only proxies deposited by Shareholders who are registered shareholders (that is, shareholders whose names appear on the records maintained by the registrar and Transfer Agent for the Corporation’s securities as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Form of Proxy provided directly to registered shareholders by the Corporation. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate` instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, CDS & Co. or another intermediary, the Beneficial Shareholder may attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder, should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

8. Voting of Shares

As of the close of business on December 22, 2022, the Corporation had 58,079,619 Common Shares outstanding, each carrying the right to one vote per share. A simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will

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constitute approval of any matter submitted to a vote at the Meeting, except special resolutions requiring the approval by a majority of not less than two-thirds of the votes cast by Shareholders who vote in respect of the special resolution.

9. General Information

Certain statements in this Circular constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (together, “forward-looking information”). The words “scheduled”, “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking information. Forward-looking information is based on estimates and assumptions made by the Corporation in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Corporation believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the Corporation’s business guidance, objectives, plans and strategic priorities will be achieved. Many factors could cause the Corporation’s actual results to differ materially from those expressed or implied by forward-looking information, including, without limitation, the factors discussed in the “Risk Factors” section of the Corporation’s Management Discussion & Analysis. Although these factors are not intended to represent a complete list of the factors that could affect the Corporation, they should be considered carefully. The forward-looking information contained in this Circular are made as of the date of this Circular, and the Corporation has no intention and undertakes no obligation to update or revise any forwardlooking information, whether as a result of new information, future events or otherwise, except as required by applicable securities regulations. The forward-looking information contained in this Circular are expressly qualified by this cautionary statement. The Corporation cautions investors not to rely on forward-looking information contained in this Circular when making an investment decision in our securities. Shareholders are encouraged to read our filings with Canadian securities regulatory authorities available at www.sedar.com for a discussion of these and other risks and uncertainties. Please also refer to the section entitled “Cautionary Note Regarding Forward-Looking Information” in the Corporation’s MD&A for additional details with respect to forward-looking statements.

All time references in this Management Information Circular are in EST.

Unless otherwise indicated, the information in this Circular is given as at December 22, 2022.

All currency references in this Circular are to Canadian dollars only.

The Corporation’s financial year end is July 31. Certain totals, subtotals and percentages throughout this Circular may not reconcile due to rounding.

10. Voting Securities and Principal Holders of Voting Securities

The Corporation is authorized to issue an unlimited number of Common Shares each carrying the right to one vote on all matters to come before the Meeting. As at December 22, 2022, there are 58,079,619 Common Shares issued and outstanding.

To the knowledge of the directors and executive officers of the Corporation, the following are the only persons who beneficially own or exercise control or direction over, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to any class of outstanding securities of the Corporation entitled to vote at the Meeting:

Name of Shareholder Jon Marsella Patricia Marsella Notes:	Number of Common Shares held(1) 6,729,878 6,974,164	Percentage of outstanding Common Shares
		11.59% 12.01%

(1) Per insider reporting filed at www.sedi.ca.

As of the date hereof, the directors and officers of the Corporation, as a group, beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 20,031,118 (34.49%) Common Shares.

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MATTERS TO BE ACTED UPON AT THE MEETING

1. Financial Statements

The audited financial statements of the Corporation for the year ended July 31, 2022 and the report of the auditors thereon will be received at the Meeting. The audited financial statements of the Corporation and the report of the auditors were previously provided to each Shareholder entitled to receive a copy of the Notice of Meeting and this Information Circular and who requested a copy of the audited financial statements and the report of the auditors thereon. The financial statements are also available on SEDAR at www.sedar.com.

2. Election of Directors

The Board of Directors is currently composed of five (5) existing directors, all of whom are elected annually. The Board has determined that five directors are to be elected to the Board at the Meeting. Shareholders will be asked to fix the number of directors of the Company at five. Accordingly, it is proposed that the five (5) persons named below will be nominated at the Meeting (collectively, the “ Proposed Directors ”).

The term of office of each of the current directors will end immediately before the election or appointment of directors at the Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia), each director elected will hold office until immediately before the election or appointment of directors at the Meeting, or if no directors are then elected, until a successor is elected.

In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote at the Meeting FOR the election as directors of the Proposed Directors whose names are set forth below. Management does not contemplate that any of the Proposed Directors will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.

In the event that, prior to the Meeting, any vacancies occur in the slate of nominees submitted herein, it is intended that the discretionary power granted by the enclosed form of proxy shall be used by the persons named therein to vote at their discretion for any other person or persons as directors.

The following table and notes thereto set forth the names of all the Proposed Directors to be nominated for election as directors, their positions with the Corporation, their principal occupations or employments, the periods during which they have served as directors of the Corporation and the approximate number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by each of them. 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 respective Proposed Directors individually.

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Name and municipality of residence Jon Marsella Toronto, Ontario Silas Garrison(2) Charlotte, North Carolina, USA Gerald Hurlow(2), (3) Toronto, Ontario Jeffrey Klam(3) Toronto, Ontario Maged Saad(2), (3) Mississauga, Ontario	Position with the Corporation Director Director Director (Chair of the Board) Director Director	Director Since 2022 2022 2022 2022 2022	Principal occupation for Previous Five Years Founder, Chief Growth Officer and former Chief Executive Officer, Jasper Interactive Studios Inc. Chief Executive Officer and former Chief Technology Officer of HS GovTech Solutions Inc. Interim CEO, Jasper, President, Meteor Capital Inc. Lawyer practicing in association with Caravel Law Professional Corporation President of Magnous Consulting Inc., a private consulting and investment company; Fractional CFO/COO at Come To Agreement	Number of Common Shares owned, controlled or directed
				13,704,042(1) 500,000(4) 4,655,894(5) 328,621(6) 842,561(7)

Notes:

(1) Comprised of 6,729,878 Common Shares held by Mr. Marsella and 6,974,164 Common Shares held by Particia Marsella, Mr. Jon Marsella’s spouse. Mr. Marsella also holds 400,000 stock options at an exercise price of $0.125 per share expiring on October 24, 2027.

(2) Member of the Audit Committee. Mr. Saad is the chair of the Audit Committee.

(3) Member of the Compensation, Corporate Governance and Nominating Committee. Mr. Hurlow is the Chair of the Compensation, Corporate Governance and Nominating Committee.

(4) Mr. Garrison holds 35,000 stock options at an exercise price of $0.125 per share expiring on October 24, 2027.

(5) Common Shares held through Meteor Capital Corporation, a private company owned and controlled by Mr. Hurlow. Mr. Hurlow also holds: (a) 139,613 stock options (69,742 at an exercise price of $0.4481 per share expiring on September 26, 2023, 34,871 at an exercise price of $0.5019 per share expiring on August 19, 2026 and 35,000 at an exercise price of $0.125 per share expiring on October 24, 2027); and (b) 2,345,077 Common Share purchase warrants (1,063,142 at an exercise price of $0.3083 per share expiring on June 14, 2023, 100,428 at an exercise price of $0.5019 per share expiring on February 2, 2025, 139,483 at an exercise price of $0.5019 per share expiring on March 4, 2025, 786,937 at an exercise price of $0.5377 per share expiring on April 20, 2025, 6,695 at an exercise price of $0.4875 per share expiring on November 8, 2025 and 248,392 at an exercise price of $0.4875 per share expiring on February 16, 2025).

(6) Common Shares held through Klamco Investments Inc., a private company owned and controlled by Mr. Klam. Mr. Klam also holds: (a) 139,613 stock options (69,742 at an exercise price of $0.4481 per share expiring on September 26, 2023, 34,871 at an exercise price of $0.5019 per share expiring on August 19, 2026 and 35,000 at an exercise price of $0.125 per share expiring on October 24, 2027); and (b) 175,539 Common Share purchase warrants (90,901 at an exercise price of $0.5377 per share expiring on April 20, 2025, 49,823 at an exercise price of $0.5019 per share expiring on February 17, 2025, 6,695 at an exercise price of $0.4875 per share expiring on November 15, 2025 and 28,120 at an exercise price of $0.4875 per share expiring on February 16, 2025).

(7) Common Shares held by Mr. Saad. Mr. Saad also holds: (a) 209,354 stock options (139,483 at an exercise price of $0.4481 per share expiring on April 22, 2025, 34,871 at an exercise price of $0.5019 per share expiring on August 19, 2026 and 35,000 at an exercise price of $0.125 per share expiring on October 24, 2027); and (b) 266,218 Common Share purchase warrants (99,633 at an exercise price of $0.5019 per share expiring on February 5, 2025, 99,633 at an exercise price of $0.5019 per share expiring on March 4, 2025 and 66,952 at an exercise price of $0.4875 per share expiring on August 4, 2025).

During the last five years, the Proposed Directors have been engaged in their present principal occupations or in other executive capacities with the companies indicated opposite their names or with related or affiliated companies.

To the knowledge of the Corporation, no director of the Corporation or any of the Proposed Directors are, or have been within the past 10 years, a director or officer of any corporation that, while such person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied such corporation access to any exemptions under Canadian securities legislation for a period of more than 30 consecutive days, or, while such person was acting in that capacity or within one year thereafter, was declared bankrupt or made a voluntary assignment in bankruptcy, 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.

To the knowledge of the Corporation, no director of the Corporation or any of the Proposed Directors are, or have been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, or has entered into a settlement agreement with a Canadian securities regulatory authority, nor has any director of the

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Corporation or any of the Proposed Directors been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a Proposed Director.

To the knowledge of the Corporation, except as described below, no director of the Corporation or any of the Proposed Directors, nor any personal holding corporation of any such person, has, within the past 10 years, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

3. Appointment of Auditors

Management proposes that MNP LLP, Chartered Professional Accountants, located at 111 Richmond Street West, Suite 300, Toronto, ON M5H 2G4, be appointed as auditor of the Corporation to hold office until the next annual meeting of shareholders. MNP LLP, Chartered Professional Accountants were appointed as the auditors of the Corporation on February 16, 2022, following the completion of the Transaction. Unless authority to do so is withheld, proxies given pursuant to this solicitation by the management of the Corporation will be voted “FOR” the appointment of MNP LLP, Chartered Professional Accountants as auditor of the Corporation to hold office until the close of the next annual meeting of Shareholders, at a remuneration to be fixed by the Board.

Additional information on the Corporation’s Audit Committee, and on the Corporation’s relationship with its independent auditor, is set out in the section “Audit Committee”, below.

The fees paid to MNP LLP, Chartered Professional Accountants for the audit of the financial years ended July 31, 2021 (of Jasper Interactive Studios Inc.) and July 31, 2022 (of the Corporation) were as follows:

Audit fees(1) Audit-related fees(2) Tax fees(3) All other fees(4) Total Notes:	2022 $90,950 - $9,100 - $100,050	2021
		$117,700 $57,780 $7,490 $1,039
		$184,009

(1) " Audit fees " include fees necessary to perform the annual audit of the Corporation's consolidated financial statements. Audit fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statuary audits.

(2) " Audit-related fees " include services that are traditionally performed by the auditor. These audit- related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) " Tax fees " include fees for all tax services other than those included in Audit fees. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice include assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and request for rulings or technical advice from tax authorities.

• (4) " All other fees " include all other non-audit services.

STATEMENT OF EXECUTIVE COMPENSATION

The following section provides disclosure of compensation earned by the Named Executive Officers and directors of the Corporation in connection with their office or employment with the Corporation for the financial years ended July 31, 2021 and 2022 for each of the Directors and the Chief Executive Officer, Chief Financial Officer and the other most highly compensated executive officer of the Corporation. The following information is presented in accordance with the requirements of Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”)

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

• (a) the chief executive officer (“ CEO ”);

• (b) the chief financial officer (“ CFO ”);

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• (c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer or the most highly compensated individual acting in a similar capacity, other than the CEO and CFO, whose total compensation was more than $150,000 for the financial year; and

• (d) each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of the financial year.

The following individuals are considered to be Named Executive Officers of the Corporation for the fiscal year ended July 31, 2022: Jon Marsella, CEO, Mike Hodes, CFO, and Sean Coutts, Chief Operating Officer.

Summary Compensation Table

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation to each Named Executive Officer and director, in any capacity, for the last two fiscal years ended July 31, 2021 and 2022.

Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities
Name and position	Fiscal Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jon Marsella, CEO(1)	2022 2021	175,000 175,000	100,000 Nil	Nil Nil	Nil Nil	23,800 Nil	298,800 175,000
Mike Hodes, CFO(2)	2022 2021	197,665 175,000	50,000 Nil	Nil Nil	Nil Nil	43,269 Nil	290,934 175,000
Sean Coutts, Chief Operating Officer(3)	2022 2021	195,055 Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	195,055 Nil
Silas Garrison	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Gerry Hurlow, Director(4)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Jeffrey Klam, Director(4)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Maged Saad, Director(4)	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

1. Resigned as Chief Executive Officer and was appointed as Chief Growth Officer effective December 20, 2022. Received a bonus of $100,000 on completion of the Transaction and a payout of vacation pay of $23,800 on May 6, 2022.

2. Terminated as Chief Financial Officer effective December 22, 2022. Pay increased from $175,000 to $225,000 on February 16, 2022. Received a bonus of $50,000 upon completion of the Transaction and a payout of vacation pay of $43,269 on July 15, 2022.

3. Joined Jasper Interactive Studios Inc. on August 30, 2021. Pay increased from $175,000 to $250,000 on February 16, 2022.

4. Appointed as directors upon closing of the Transaction.

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Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and Named Executive Officer by the Corporation or one of its subsidiaries in the financial year ended July 31, 2022 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.

		Compensation Securities
Name and position	Type of compens ation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Jon Marsella, CEO	Stock Options	Nil	-	-	-	-	-
Mike Hodes, CFO	Stock Options	209,225 (<1.0% of class)	August 19, 2021	$0.5019	N/A	$0.055	August 19, 2026
Sean Coutts, Chief Operating Officer	Stock Options	348,708 (<1.0% of class)	August 31, 2021	$0.5019	N/A	$0.055	August 19, 2026
Silas Garrison, Director	Stock Options	Nil	-	-	-	-	-
Gerry Hurlow, Director	Stock Options	34,871 (<1.0% of class)	August 19, 2021	$0.5019	N/A	$0.055	August 19, 2026
Jeffrey Klam, Director	Stock Options	34,871 (<1.0% of class)	August 19, 2021	$0.5019	N/A	$0.055	August 19, 2026
Maged Saad, Director	Stock Options	34,871 (<1.0% of class)	August 19, 2021	$0.5019	N/A	$0.055	August 19, 2026

Notes:

1. Please see “Securities Authorized for Issuance under Equity Compensation Plans - Stock Option Plan” and “Securities Authorized for Issuance under Equity Compensation Plans” for a summary of the compensation securities.

2. No compensation security has been re-priced, cancelled, replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year.

No compensation securities were exercised by a director or named executive officer during the financial year ended July 31, 2022

Stock Option Plan

The Corporation has adopted an incentive stock option plan (the “ Option Plan ”) which provides that the board of directors may from time to time, in its discretion, and in accordance with the TSXV requirements, grant to directors, officers, employees and consultants of the Corporation and its subsidiaries, non-transferable options to purchase Common Shares exercisable for a period of exercisable for a period of up to ten (10) years from the date of the grant, provided that the number of Common Shares reserved for issuance may not exceed 10% of the total issued and outstanding Common Shares. The purpose of the Option Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified directors, officers and employees of, and consultants to the Corporation or its subsidiaries, to reward such directors, officers, employees and consultants with options under

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the Option Plan from time to time for their contributions toward the long term goals of the Corporation and to enable and encourage such directors, officers, employees and consultants to acquire Common Shares as long term investments.

Pursuant to the Option Plan, the maximum number of Common Shares reserved for issuance in any 12 month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding Common Shares. The maximum number of Common Shares reserved for issuance in any 12 month period to any consultant may not exceed 2% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares reserved for issuance in any 12 month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares. Disinterested shareholder approval must be obtained for any grant of stock options to “Insiders” (as such term is defined in the policies of the TSXV) of the Corporation, within a 12 month period, of a number of stock options exceeding 10% of the issued and outstanding Common Shares.

If an optionee ceases to be a director, officer, employee or consultant of the Corporation for any reason other than death, the optionee may exercise options no later than 90 days following cessation of the optionee’s position or arrangement with the Corporation provided that such period is not more than one year following the effective date that such person ceases to be a director, officer, employee or consultant of the Corporation. If the cessation was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. Notwithstanding the foregoing, options granted while the Corporation is a “Capital Pool Company” to a person that did not continue as a director, officer, employee or consultant of the Corporation following the completion of the Transaction may be exercised at any time up to and including the earlier of: (i) the expiry date of such option; and (ii) the date that is 90 days following the effective date that such person ceases to be a director, officer, employee or consultant of the Corporation.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Corporation or any of its subsidiaries has not entered into any agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the Corporation or any of its subsidiaries that were (a) performed by a director or NEO, or (b) performed by any other party but are services typically provided by a director or a NEO.

Mr. Jon Marsella, Chief Growth Officer and former Chief Executive Officer of the Corporation, entered into an employment agreement with the Corporation dated December 1, 2017. Mr. Marsella’s role as Chief Executive Officer was to perform the duties and responsibilities commonly associated with the position, together with such other duties and responsibilities as may be assigned by the Corporation from time to time. During the fiscal year ended July 31, 2022, Mr. Marsella was paid an annual salary of CAD$175,000 and received a bonus of $100,000 in connection with the completion of the Transaction. Mr. Marsella’s employment agreement does not stipulate entitlement in the event of termination.

Mr. Mike Hodes, former Chief Financial Officer of the Corporation, entered into an employment agreement with the Corporation dated March 28, 2018, as amended. Mr. Hodes’ role as Chief Financial Officer was to perform the duties and responsibilities commonly associated with the position, together with such other duties and responsibilities as may be assigned by the Corporation from time to time. During the fiscal year ended July 31, 2022, Mr. Hodes was paid based on an annual salary of CAD$175,000 until February, 2022 and based on $225,000 thereafter, and received a bonus of $50,000 in connection with the completion of the Transaction. In the event of a termination by the Corporation without cause, Mr. Hodes’ employment agreement provides for 2 months’ notice of termination (or pay in lieu) plus an additional month for each completed year of service.

Mr. Sean Coutts, Chief Operating Officer of the Corporation during the fiscal year ended July 31, 2022, entered into an employment agreement with the Corporation dated August 23, 2021. Mr. Coutts’ role as Chief Operating Officer is to perform the duties and responsibilities commonly associated with the position, together with such other duties and responsibilities as may be assigned by the Corporation from time to time. During the fiscal year ended July 31, 2022, Mr. Coutts was paid based on an annual salary of CAD$175,000 until February, 2022 and based on $250,000 thereafter. In the event of a termination by the Corporation without cause, Mr. Coutts’ employment agreement provides for the greater of (i) one (1) months’ notice and increasing by two (2) weeks per each completed year of your employment with Jasper to a maximum total of twelve (12) months (or pay in lieu of such notice), and (ii) such minimum notice (or pay in lieu thereof) as may be required by the Employment Standards Act (Ontario).

Termination and Change of Control Benefits

The Corporation does not have any contract, agreement, plan or arrangement that provides for payments to the Named Executive Officers 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 Named Executive Officer's responsibilities.

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Pension Plan Benefits

The Corporation does not have a pension plan or similar benefit program.

Oversight and Description of Director and Named Executive Officer Compensation of the Corporation

The Board of Directors is responsible for developing and implementing the directors' compensation plan upon the recommendations of the Compensation, Corporate Governance and Nominating Committee. The main objectives of the directors' compensation plan are (a) to attract and retain the services of the most qualified individuals, (b) to compensate the directors in a manner that is commensurate with the risks and responsibilities assumed in board and board committee membership, and is competitive with other comparable public issuers, and (c) to align the interests of the directors with those of the Shareholders.

The Compensation, Corporate Governance and Nominating Committee is responsible for reviewing the Corporation’s policy regarding remuneration of Directors and making recommendations to the Board. The Compensation, Corporate Governance and Nominating Committee will be formulating a policy with respect to independent Director remuneration in due course. To date, the Corporation has not paid any cash compensation to the Directors. To date, Director compensation has taken the form of stock options only.

In setting compensation for the Named Executive Officers, the Board of Directors, upon the recommendations of the Compensation, Corporate Governance and Nominating Committee , reviews salaries paid to the executive officers of the Corporation, salaries and bonuses paid to other officers of equivalent role in the industry and the Named Executive Officers' impact on the achievement of the Corporation's objectives for the previous and current financial year.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out certain details as at July 31, 2022, with respect to the Stock Option Plan, being the sole compensation plan pursuant to which equity securities of the Corporation are authorized for issuance. A description of the Stock Option Plan may be found earlier in this Circular under the heading " Statement of Executive Compensation – Compensation Discussion and Analysis ".

Plan Stock Option Plan	Number of securities to be issued upon exercise of outstanding options 3,216,605(1)	Weighted average exercise price of outstanding options ($) $0.49	Number of Common Shares remaining available for future issuance under the Stock Option Plan
			2,591,357

Notes:

1. Since the end of the financial year ended July 31, 2022, the Corporation issued 1,490,000 stock options exercisable for Common Shares at a price per Common Shares of $0.125 until October 24, 2027, vesting annually in three separate installments.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date hereof, none of the executive officers, directors, employees or former executive officers, directors or employees of the Corporation or any of its subsidiaries was indebted to the Corporation or any of its subsidiaries and, as at the date hereof, the indebtedness, if any, of such persons to other entities was not the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Management services for the Corporation are not, to any substantial degree, performed by persons other than the executive officers of the Corporation. The Corporation was not subject to any management agreement for the financial year ended July 31, 2022.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purpose of this Circular, an " Informed Person " of the Corporation means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or corporation that is itself an Informed Person or subsidiary of the

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Corporation; (c) any person or corporation who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, other than voting securities held by the person or corporation as underwriter in the course of a distribution; and (d) the Corporation, if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

To the knowledge of the Corporation, no Informed Person of the Corporation, and no associate or affiliate of any such person, at any time, has or had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction that has materially affected the Corporation, in any proposed transaction that could materially affect the Corporation, or in any matter to be acted upon at the Meeting, except as disclosed below.

REPORT ON CORPORATE GOVERNANCE

The Corporation and the Board recognize the importance of corporate governance to the effective management of the Corporation and to the protection of its stakeholders, particularly Shareholders. The Corporation is pleased to present its approach to corporate governance which is designed with a view to ensuring that the business and affairs of the Corporation are effectively managed so as to enhance Shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. The directors are kept informed regarding the Corporation’s operations at regular meetings, or as otherwise required and through reports and discussions with management on matters within their particular areas of expertise. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation’s affairs and in light of opportunities or risks that the Corporation faces.

National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. National Instrument 58-101 – Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure is set out below, in accordance with Form 58-101F2 – Corporate Governance Disclosure (Venture Issuers) .

Board of Directors

Five (5) directors are being nominated for election to the Board of Directors.

Pursuant to National Instrument 52-110 – Audit Committees (“ NI 52-110 ”), a director is considered independent if he or she has no direct or indirect material relationship with the Corporation that the Board believes could reasonably be perceived to materially interfere with his or her ability to exercise independent judgment. NI 52-110 sets out certain situations where a director is deemed to have a material relationship with the Corporation.

The Board of Directors considers Silas Garrison, Gerald Hurlow and Maged Saad to be independent. The Board of Directors considers that Jon Marsella is not independent by virtue of being an executive officer of the Corporation and Jeffrey Klam is not independent by virtue of providing services to the Corporation for remuneration in excess of $75,000 in 2021.

As considered necessary or desirable, the independent members of the Board of Directors are able to meet without the nonindependent directors being present.

Directorships

Other than as follows, none of the current directors of the Corporation currently serve as a director of any other reporting issuer:

Name	Reporting Issuer	Market
Silas Garrison	HS GovTech Solutions Inc.	Canadian Securities Exchange
Jeffrey Klam	Harmony Acquisitions Corp.	TSX Venture Exchange

Orientation and Continuing Education

The Board has not adopted formal steps to orient new board members. Their continuing education is typically derived from correspondence with their legal counsel to remain up to date with developments in relevant corporate and securities law matters.

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With respect to orientation of new Board members, the Corporation anticipates orientation of new Board members will be conducted via informal meetings with the incumbent members of the Board, briefings by management, and the provision of copies of or access to the Corporation’s minute books, board materials and other relevant corporate information.

The Corporation does not in the near term anticipate adopting formal policies respecting continuing education for members of the Board. However, members of the Board will be encouraged to communicate with management, legal counsel, external auditors and consultants to keep themselves current on industry trends and developments and changes in legislation (with management’s assistance), and to attend related industry seminars. Members of the Board will have full access to the officers of the Corporation fand to its corporate and business records.

Ethical Business Conduct

As part of its responsibility for the stewardship of the Corporation, the Board seeks to foster a culture of ethical conduct by requiring the Corporation to carry out its business in line with high business and moral standards and applicable legal and financial requirements.

In exercising their powers and discharging their duties, the Board is required to act honestly and in good faith with a view to the best interests of the Corporation, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to officers, directors, employees and consultants, to help them recognize and deal with ethical issues; promoting a culture of honesty, integrity and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct.

The Board takes steps to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or an employee or consultant of the Corporation has a material interest, which include ensuring that such individuals are familiar with rules concerning reporting conflicts of interest and obtaining direction from the Board or a member of senior management of the Corporation regarding any potential conflicts of interest.

In the next 12 months, the Board will consider whether to adopt a written code of business conduct and ethics (the “ Code ”), which would apply to all employees, contractors, consultants, officers and directors of the Corporation. The purpose of the Code would be to, among other things, promote honest and ethical conduct, promote the avoidance of conflicts of interest, promote compliance with applicable laws, rules and regulations, provide guidance to employees, contractors, consultants, officers and directors of the Corporation to help them recognize and deal with ethical issues and help foster a culture of honesty and accountability for the Corporation.

The Board also will consider whether to adopt a written “Whistleblower Policy” which would establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, auditing matters or violations of the Code; and (ii) the submission by employees, contractors, consultants, directors or officers of the Corporation, on a confidential and anonymous basis, of concerns regarding questionable accounting, auditing matters or violations of the Code, any other policy, charter or mandate of the Corporation, or applicable laws, rules and regulations.

The Board has adopted an “Corporate Disclosure and Insider Trading Policy” to ensure, among other things: (i) information that may be material and required to be disclosed is considered under appropriate processes to that disclosure can be made as applicable; (ii) strict compliance by all insiders with all requirements relating to the reporting of insider trading and with respect to trading when in possession of “undisclosed material information” (as defined in the policy); and (iii) that individuals subject to scheduled and unscheduled blackout periods adhere to the restrictions on trading as set out in the policy.

Nomination of Directors

The Compensation, Corporate Governance and Nominating Committee, on behalf of the Board, is responsible for the nomination of directors and identifying new candidates for appointment to the Board. In that regard, the Board is also responsible for identifying the competencies and skills required for nominees to the Board, with a view to ensuring that the Board is comprised of directors with the necessary skills and experience to facilitate effective decision-making. The Board may retain external consultants or advisors to conduct searches for appropriate potential director candidates if necessary.

The Board will consider its size each year when it determines the number of directors to be nominated for election. The Board will identify and recommend new nominees as directors of the Corporation based upon the following considerations:

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• (i) the competencies and skills necessary for the Board as a whole to possess;

• (ii) the competencies and skills necessary for each individual director to possess;

• (iii) the competencies and skills which each new nominee of the Board is expected to bring; and

• (iv) whether the proposed nominees to the Board will be able to devote sufficient time and resources to the Corporation.

Mr. Gerry Hurlow (Chair), Mr. Jeffrey Klam and Mr. Maged Saad are members of the Compensation, Corporate Governance and Nominating Committee.

Compensation

The Compensation, Corporate Governance and Nominating Committee is responsible for making recommendations regarding remuneration of Directors. The details of the current director remuneration policy and details of the remuneration paid to Directors for the last fiscal year are set out earlier in this Circular under the heading "Statement of Executive Compensation – Director Compensation".

The Corporation's Executive Compensation Program is administered by the Board of Directors upon the recommendations of the Compensation, Corporate Governance and Nominating Committee, including the appointment and remuneration of executive officers of the Corporation. The details of such remuneration are set out earlier in this Circular under the heading "Statement of Executive Compensation" .

Board Committees

The Corporation does not have any standing committees other than the Audit Committee and the Compensation, Corporate Governance and Nominating Committee .

The Audit Committee is responsible for monitoring the Corporation’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents, including the Corporation’s annual audited financial statements and unaudited quarterly financial statements, and monitoring the performance and independence of the Corporation’s external auditors. The Audit Committee is also responsible for reviewing with management the Corporation’s risk management policies, the timeliness and accuracy of the Corporation’s regulatory filings and all related party transactions as well as the development of policies and procedures related to such transactions.

The Compensation, Corporate Governance and Nominating Committee is responsible for, among other things: (i) annually reviewing, approving and recommending to the Board for approval the remuneration of the senior executives of the Corporation; (ii) reviewing and recommending to the Board for its approval the remuneration of directors; (iii) developing and submitting to the Board recommendations with regard to bonus entitlements, other employee benefits and bonus plans; (iv) reviewing on an annual basis the remuneration policies of the Corporation, including the total remuneration (including benefits) and the main components thereof for the directors and senior executives of the Corporation, and comparing such remuneration policies with the remuneration practices of peers in the same industry; (v) reviewing periodically bonus plans and any share-based compensation plans and considering these in light of new trends and practices of peers in the Corporation’s industry; (vi) identifying, evaluating and recommending Board candidates; (vii) evaluating Board structure and organization; and (viii) monitoring the effectiveness of and compliance with corporate governance policies and procedures.

In addition to the Audit Committee and the Compensation, Corporate Governance and Nominating Committee , independent committees will be appointed from time to time, when appropriate.

Assessments

The Board of Directors intends to make informal annual assessments regarding the effectiveness of the Board of Directors itself and individual directors in fulfilling their responsibilities, as well as the adequacy of information provided to directors, communication between the Board of Directors and management and the strategic direction and processes of the Board of Directors.

Audit Committee Information

Audit Committee’s Charter

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The text of the Corporation’s audit committee’s charter is attached hereto as Appendix A.

Composition of the Audit Committee

The Company’s Audit Committee is comprised of three directors: Maged Saad (Chair), Silas Garrison and Gerry Hurlow. As defined in NI 52-110, each of the members of the Audit Committee is independent and all are “financially literate”, as defined in NI 52-110, as all have the industry experience necessary to understand and analyze financial statements of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting.

The Audit Committee is responsible for review of both interim and annual financial statements for the Company. For the purposes of performing their duties, the members of the Audit Committee have the right at all times, to inspect all the books and financial records of the Company and any subsidiaries and to discuss with management and the external auditors of the Company any accounts, records and matters relating to the financial statements of the Company. The audit committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

All members of the Audit Committee of the Corporation have been involved with public companies and each has experience as directors or officers of reporting issuers or private companies.

Each Audit Committee member has had extensive experience reviewing financial statements. Each member has an understanding of the Corporation’s business and has an appreciation for the relevant accounting principles for that business.

Maged Saad

Mr. Saad is an independent Executive Management Consultant, with a long successful career providing coaching and consulting services to executives of multimillion and multibillion -dollar international corporations. Mr. Saad has an impressive track record helping organizations optimize their corporate resources and scale their operations and governance structures. He has held various executive positions such as: President, CEO, COO, VP Operations, AVP Delivery and Portfolio Management among others, in diverse industries including: Hi-Tech, Telecom, Utilities, Banking, Retail, Professional Services, eCommerce, Insurance, Logistics and Government. Mr. Saad has a bachelor degree in Engineering from Concordia University in Montreal, a Masters Certificate in Project Management from York University and an executive MBA degree from Quantic School of Business and Technology. He is a ceritifed NACD Governance Fellow and Directorship-Certified (NACD.DC) from the National Association of Corporate Directors. He is also PMP certified from the Project Management Institute.

Silas Garrison

Silas Garrison, is a seasoned business leader and tech entrepreneur. Mr. Garrison currently serves as HS GovTech Solutions Inc.’s (“ HealthSpace ”) Chief Executive Officer and previously served as HealthSpace’s Chief Technology Officer. Prior to joining HealthSpace, Mr. Garrison co-founded iGov Data Solutions, a mobile solutions provider. Mr. Garrison and his partners sold iGov’s product IP and assets to HealthSpace. Mr. Garrison has a vast amount experience in various business verticals having consulted and worked with a variety of enterprise organizations, ranging from Fortune 500 banks to sports and media conglomerates.

Gerry Hurlow

Gerry Hurlow has been President of Toronto based Meteor Capital Inc. since 2009. Meteor invests in private and public growth companies with a focus on Canadian emerging technology businesses. Prior to founding Meteor Capital, Gerry was the managing partner of HSD Partners Inc., similarly an investor in public growth companies. Gerry has significant experience with Canadian public company boards, including as the lead director for MKS Inc. Gerry has a Bachelor of Applied Science, Chemical Engineering degree from the University of Waterloo.

Audit Committee Oversight

At no time during the fiscal year completed July 31, 2022 was a recommendation of the audit committee to nominate or compensate an external auditor not adopted by the Board of Directors of the Issuer.

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Reliance on Certain Exemptions

At no time since the beginning of the fiscal year ended July 31, 2022 has the Issuer relied on the following exemption: (a) the exemption in section 2.4 (De Minimis Non-audit Services), or (b) the exemption in subsection 6.1.1 (4) (Circumstances Affecting the Business or Operations of the Venture Issuer), (c) the exemption in subsection 6.1.1 (5) (Events Outside Control of Member), (d) the exemption in subsection 6.1.1 (6) (Death, Incapacity or Resignation), or (e) an exemption from this Instrument, in whole or in part, granted under Part 8 (Exemption).

Pre-Approval Policies and Procedures

The audit committee of the Issuer has not adopted specific policies and procedures for the engagement of non-audit services, but all such services will be subject to the prior approval of the audit committee. It is not anticipated that the Resulting Issuer will adopt specific policies and procedures.

AVAILABLE INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information about the Corporation is provided in the Corporation's comparative annual financial statements and management's discussion and analysis for its most recently completed financial year.

Shareholders may request copies of the Corporation's financial statements and management's discussion and analysis by contacting the Corporation at 647 937-2160 or in person at 15 Wellesley Street West, Suite 214, Toronto, ON M4Y 0G7.

OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Annual General Meeting of Shareholders. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

DIRECTORS' APPROVAL

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

DATED: December 22, 2022

BY ORDER OF THE BOARD OF DIRECTORS OF JASPER COMMERCE INC.

(signed) "Gerry Hurlow"

Gerry Hurlow Interim Chief Executive Officer

SCHEDULE "A"

AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS OF JASPER COMMERCE INC.

1. Policy Statement

It is the policy of Jasper Commerce Inc. (the “Corporation”) to establish and maintain an Audit Committee (the “Committee”) to assist the directors (individually a “Director” and collectively the “Board”) of the Corporation in carrying out the Board’s oversight responsibility for the accounting, internal controls, financial reporting, audits of financial statements and risk management processes of the Corporation.

The Committee shall be provided with resources commensurate with the duties and responsibilities assigned to it by the Board including appropriate administrative support. Without limiting the generality of the foregoing, the Corporation shall provide for appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment of: (a) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for Corporation; (b) compensation to any advisers engaged by the Committee under section 4(c)(iii) of this charter; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

If determined appropriate by the Committee, it shall have the discretion to institute investigations of improprieties, or suspected improprieties within the scope of its responsibilities, including the standing authority to retain special counsel or other experts. The Committee shall have unrestricted access to the Corporation’s external auditors, is authorized to seek any information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

2. Audit Committee Composition and Membership

• (a) The Committee shall be established by a resolution of the Board. The Committee shall consist of a minimum of three (3) Directors. The Board shall appoint the members of the Committee and may seek the advice and assistance of the Compensation, Corporate Governance and Nominating Committee in identifying qualified candidates. The Board shall appoint one member of the Committee to be the chair of the Committee (the “Chair”).

• (b) A majority of the members of the Committee shall be Directors who are independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”), and the rules of any stock exchange or market on which the Corporation’s shares are listed or posted for trading (collectively, “Applicable Governance Rules”) and the chair of the Committee shall be independent. In this charter, the term “independent” includes the meanings given to similar terms by Applicable Governance Rules, including the terms “non-executive”, “outside” and “unrelated” to the extent such terms are applicable under Applicable Governance Rules.

• (c) All members of the Committee must be able to read and understand fundamental financial statements (including a balance sheet, income statement and cash flow statement) and 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 level of complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

• (d) A Director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until their resignation.

3. Audit Committee Meetings

• (a) The Committee shall convene a minimum of four times each year at such times and places as may be determined by the Chair of the Committee, and whenever a meeting is requested by the Board, a member of the Committee, the auditors or senior management of the Corporation. Scheduled meetings of the Committee shall correspond with the review of the quarterly and yearend financial statements and management discussion and analysis.

• (b) Notice of each meeting of the Committee shall be given to each member of the Committee.

• (c) Notice of a meeting of the Committee shall:

• (i) be in writing, which includes electronic communication facilities;

• (ii) state the nature of the business to be transacted at the meeting in reasonable detail;

• (iii) to the extent practicable, be accompanied by a copy of any documentation to be considered at the meeting; and

• (iv) be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit.

• (d) A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of the members of the Committee. However, it shall be the practice of the Committee to require review, and, if necessary, approval of important matters by all members of the Committee.

• (e) A member or members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting.

• (f) In the absence of the Chair of the Committee, the members of the Committee shall choose one of the members present to chair the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting.

• (g) The Committee may invite such persons to attend meetings of the Committee as the Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this charter or by applicable laws.

• (h) The Committee may invite the external auditors to be present at any meeting of the Committee and to comment on any financial statements, audit findings or on any of the financial aspects, of the Corporation.

• (i) The Committee (i) shall meet with the external auditors separately from individuals other than the Committee and (ii) may meet separately with management of the Corporation.

• (j) Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting. The Chair of the Committee shall circulate the minutes of the meetings of the Committee to all members of the Board.

4. Duties and Responsibilities of the Committee

• (a) The Committee, in its capacity as a committee of the Board, is directly responsible for recommending to the Board the public accounting firm to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the

Corporation (the “external auditor”) as well as the compensation of the external auditor. The Committee shall also be directly responsible for the oversight of the work of the external auditor (including resolution of disagreements between management and the auditor regarding financial reporting), and each such external auditor must report directly to the Committee.

(b) The other primary duties and responsibilities of the Committee are to:

• (i) identify and monitor the management of the principal risks that could impact the financial reporting of the Corporation;

• (ii) monitor the integrity of the Corporation’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;

• (iii) monitor the independence, objectivity and performance of the external auditors, including, without limitation: (A) ensuring the Committee’s receipt from the external auditors at least annually of a formal written statement delineating all relationships between the external auditors and the Corporation; (B) actively engaging in dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditor; and (C) taking, or recommending that the Board take, appropriate action to oversee the independence of the external auditors;

• (iv) evaluate the performance of the external auditors at least annually;

• (v) deal directly with the external auditors to approve external audit plans, other services (if any) and fees;

• (vi) directly oversee the external audit process and results (in addition to items described in subsection 4(e) below);

• (vii) provide an avenue of communication between the external auditors, management and the Board;

• (viii) review annually with management of the Corporation the anti-fraud, anti-bribery, anticorruption and risk assessment programs of the Corporation, if any;

• (ix) carry out a review designed to ensure that an effective “whistle blowing” procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to an appropriately independent individual; and

• (x) oversee all pension and retirement benefit plans if and when established.

• (c) The Committee shall have the authority to:

• (i) inspect any and all of the books and records of the Corporation and its subsidiaries;

• (ii) discuss with the management of the Corporation and its subsidiaries, any affected party and the external auditors, such accounts, records and other matters as any member of the Committee considers appropriate;

• (iii) engage independent counsel and other advisors as it determines necessary to carry out its duties; and

• (iv) set and pay the compensation for any advisors engaged by the Committee.

• (d) The Committee shall, at the earliest opportunity after each meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as considered appropriate.

• (e) The Committee shall:

• (i) review the audit plan with the external auditors and with management;

• (ii) review with the external auditors the critical accounting policies and practices used by the Corporation, all alternative treatments of financial information within international financial reporting standards (“IFRS”) that the external auditors have discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors;

• (iii) discuss with management and the external auditors any proposed changes in major accounting policies or principles, the presentation and impact of material risks and uncertainties and key estimates and judgments of management that may be material to financial reporting;

• (iv) review with management and with the external auditors material financial reporting issues arising during the most recent financial period and the resolution or proposed resolution of such issues;

• (v) review any problems experienced or concerns expressed by the external auditors in performing any audit, including any restrictions imposed by management or any material accounting issues on which there was a disagreement with management;

• (vi) review with the external auditors any accounting adjustments that were noted or proposed by the independent auditor but that were “passed” (as immaterial or otherwise), any communications between the audit team and the external auditor’s national office respecting auditing or accounting issues presented by the engagement, any “management” or “internal control” letter or schedule of unadjusted differences issued, or proposed to be issued, by the external auditors to the Corporation, or any other material written communication provided by the external auditors to the Corporation’s management;

• (vii) review with senior management the process of identifying, monitoring and reporting the principal risks affecting financial reporting;

• (viii) Approve and recommend to the Board for adoption policies and procedures on risk oversight and management to establish an effective system for identifying, assessing, monitoring and managing risk including satisfying itself that management has established adequate procedures for the review of the disclosure of financial information extracted or derived directly from the Corporation’s financial statements.

• (ix) review and discuss with management and the external auditors any off-balance sheet transactions or structures and their effect on the Corporation’s financial results and operations, as well as the disclosure regarding such transactions and structures in the Corporation’s public filings;

• (x) review the audited annual financial statements (including management discussion and analysis) and related documents in conjunction with the report of the external auditors and obtain an explanation from management of all material variances between comparative reporting periods;

• (xi) consider and review with management, the internal control memorandum or management letter containing the recommendations of the external auditors and management’s response, if any, including an evaluation of the adequacy and effectiveness of the internal financial controls and procedures for financial reporting of the Corporation and subsequent follow-up to any identified weaknesses;

• (xii) review with financial management and the external auditors the quarterly unaudited financial statements and management discussion and analysis before release to the public;

• (xiii) periodically meet separately with management and the external auditors;

• (xiv) oversee the financial affairs of the Corporation and its subsidiaries, and, if deemed appropriate, make recommendations to the Board, external auditors or management;

• (xv) discuss with management and the external auditors any correspondence with regulatory or governmental agencies that raise material issues regarding the Corporation’s financial statements or accounting policies;

• (xvi) consider the recommendations of management in respect of the appointment and terms of engagement of the external auditor;

• (xvii) pre-approve all audit and non-audit services to be provided to the Corporation or its subsidiaries by its external auditors, or the external auditors of subsidiaries of the Corporation, subject to the overriding principle that the external auditors not be permitted to be retained by the Corporation to perform internal audit outsourcing services or financial information systems services; provided that notwithstanding the above, the foregoing preapproval of non-audit services may be delegated to a member of the Committee, with any decisions of the member with the delegated authority reporting to the Committee at the next scheduled meeting;

• (xviii)approve the engagement letter for non-audit services to be provided by the external auditors or affiliates thereof together with estimated fees, and consider the potential impact of such services on the independence of the external auditors;

• (xix) when there is to be a change of external auditors, review all issues and provide documentation related to the change, including the information to be included in the notice of change of auditors and documentation required pursuant to the then current legislation, rules, policies and instruments of applicable regulatory authorities and the planned steps for an orderly transition period; and

• (xx) review all reportable events, including disagreements, unresolved issues and consultations, as defined by applicable laws, on a routine basis, whether or not there is to be a change of the external auditors.

• (f) In connection with the public disclosure of financial information and other public disclosure, the Committee shall:

• (i) review the Corporation’s financial statements, MD&A and annual and interim profit or loss press releases before the Corporation publicly discloses this information;

• (ii) review with management its evaluation of the Corporation’s procedures and controls designed to assure that information required to be disclosed in the Corporation’s periodic public reports is recorded, processed, summarized and reported in such reports within the time periods specified by applicable securities laws for the filing of such reports (“Disclosure Controls”), and consider whether any changes are appropriate in light of management’s evaluation of the effectiveness of such Disclosure Controls;

• (iii) establish a policy, which may include delegation to an appropriate member or members of management, for release of earnings press releases as well as for the release of financial information and earnings guidance provided to analysts and rating agencies;

• (iv) satisfy itself that adequate procedures are in place for the review of the Corporation’s public information extracted from the Corporation’s financial statements, other than the public information reviewed in accordance with section 4(f)(i), and periodically assess the adequacy of those procedures;

• (v) to the extent deemed appropriate, review and supervise the preparation by management of:

• a. the annual information forms, management information circulars and annual and interim financial statements of the Corporation and any other information of the Corporation filed by the Corporation with the applicable securities regulators;

• b. press releases of the Corporation containing financial information, earnings guidance, forward-looking statements, information about operations or any other material information;

• c. correspondence broadly disseminated to shareholders of the Corporation as it relates to financial report; and

• d. other relevant written and oral communications or presentations;

• (vi) before release, review and if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information, including any prospectuses, annual reports, annual information forms, management discussion and analysis and press releases, focusing particularly on:

• a. any changes in accounting policies and practices;

• b. any important areas where judgment must be exercised;

• c. significant adjustments resulting from the audit;

• d. the going concern assumption, if any;

• e. compliance with accounting standards; and

• f. compliance with stock exchange and legal requirements;

• (g) The Committee shall enquire into and determine the appropriate resolution of any conflict of interest in respect of audit or financial matters which are directed to the Committee by any member of the Board, a shareholder of the Corporation, the external auditors or senior management.

• (h) The Committee shall periodically review with management the need for an internal audit function.

• (i) The Committee shall review the accounting and reporting of costs, liabilities and contingencies of the Corporation.

• (j) The Committee shall periodically discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

• (k) The Committee shall establish, monitor and review policies and procedures for internal accounting, financial control and management information.

• (l) The Committee shall periodically discuss with management the Corporation’s process for performing its quarterly certifications pursuant to Multilateral Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings .

• (m) The Committee shall review with the Chief Executive Officer and Chief Financial Officer of the Corporation any report on significant deficiencies in the design or operation of the internal controls that could adversely affect the Corporation’s ability to record, process, summarize or report financial data, any material weaknesses in internal controls identified to the auditors, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.

• (n) The Committee shall establish and maintain procedures for:

• (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;

• (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and

• (iii) reviewing arrangements by which staff of the Corporation may, in confidence, raise concerns about possible improprieties in matters of financial reporting and ensuring that arrangements are in place for proportionate and independent investigation and follow-up action.

• (o) At each meeting of the Committee, the Committee shall review any complaints or concerns of employees of the Corporation regarding accounting, internal accounting controls, or auditing matters relating to the Corporation and of any applicable law, rule or regulation and shall follow the procedures established under the Whistleblower Policy regarding such concerns and complaints.

• (p) The Committee shall review all related party transactions and discuss the business rationale for these transactions and determine whether appropriate disclosures have been made. For this purpose, the term “related party transactions” includes any “material transaction” required to be

disclosed under Item 13 of Form 51-102F2 under National Instrument 51-102 - Continuous Disclosure Obligations .

• (q) The Committee shall review the Corporation’s compliance and ethics programs, including consideration of legal and regulatory requirements, and shall review with management its periodic evaluation of the effectiveness of such programs.

• (r) The Committee shall, in consultation with the Compensation, Corporate Governance and Nominating Committee, review the Corporation’s Code of Business Conduct and Ethics and programs that management has established to monitor compliance with such code, and periodically, after consultation with the Compensation, Corporate Governance and Nominating Committee, make recommendations to the Board regarding the Corporation’s Code of Business Conduct and Ethics that the Committee shall deem appropriate.

• (s) The Committee shall periodically review the any Anti-Bribery and Anti-Corruption Policy of the Corporation if and when established, and make recommendations to the Board regarding the Corporation’s Anti-Bribery and Anti-Corruption Policy that the Committee shall deem appropriate.

• (t) The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors.

• (u) The Committee shall receive any reports from legal counsel of evidence of a material violation of securities laws or breaches of fiduciary duty by the Corporation.

• (v) The Committee shall review with the Corporation’s legal counsel, on no less than an annual basis, any legal matter that could have a material impact on the Corporation’s financial statements and any enquiries received from regulators or government agencies.

5. Reporting

The Committee shall report regularly to the Board and shall submit the minutes of all meetings of the Audit Committee to the Board. The Committee shall also report to the Board on the proceedings and deliberations of the Committee at such times and in such manner as the Board may require. The Committee shall review with the Board any issues that have arisen with respect to quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance or independence of the Auditors or the performance of the Company’s financial and accounting group.

The Committee shall, if required by applicable securities legislation, annually review and approve the Committee’s report for inclusion in the Company’s management proxy circular.

6. Charter Review

This Charter will be reviewed periodically by the Committee and supplemented as required from time to time provided that such review will occur no less frequently than annually.