KEEK SOCIAL INC. - Proxy Solicitation & Information Statement 2024

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PERSONAS SOCIAL INCORPORATED

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF THE SHAREHOLDERS

to be held on October 1, 2024

and

INFORMATION CIRCULAR AND PROXY STATEMENT

with respect to certain annual and special business, including

AN ASSET SALE TO A RELATED PARTY

August 19, 2024

These materials are important and require your immediate attention. Please carefully read this information circular and proxy statement, including its appendices and the documents incorporated by reference herein, as they contain detailed information relating to, among other things, the proposed transaction that holders of common shares of Personas Social Incorporated will be voting on at the meeting. If you are in doubt as to how to deal with these materials or the matters they describe, please consult your professional advisor.

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS .................................................. 1 PART I – GENERAL PROXY INFORMATION .................................................................................................... 1 Solicitation Of Proxies ........................................................................................................................................... 1 Appointment And Revocation Of Proxies .............................................................................................................. 1 Advice To Beneficial Shareholders ........................................................................................................................ 2 Voting Of Proxies .................................................................................................................................................. 2 Notice-And-Access ................................................................................................................................................. 3 Quorum .................................................................................................................................................................. 3 PART II – INFORMATION CONCERNING THE CORPORATION ................................................................. 3 Corporate Structure ............................................................................................................................................... 3 General Development of the Business ................................................................................................................... 4 Selected Financial Information and Management Discussion and Analysis ......................................................... 6 Description of Securities........................................................................................................................................ 7 Prior Sales ............................................................................................................................................................. 7 Stock Exchange Listing .......................................................................................................................................... 7 VOTING SHARES AND PRINCIPAL HOLDERS THEREOF ............................................................................. 8 Voting Shares and Record Date............................................................................................................................. 8 Common Shares ..................................................................................................................................................... 8 Voting of Common Shares – General .................................................................................................................... 8 STATEMENT OF EXECUTIVE COMPENSATION ............................................................................................. 8 General .................................................................................................................................................................. 8 Director And Neo Compensation ........................................................................................................................... 9 Director and NEO compensation, excluding stock options and other compensation securities ............................ 9 Stock options and other compensation securities .................................................................................................. 9 Stock option plans and other incentive plans ...................................................................................................... 10 Employment, consulting and management agreements ....................................................................................... 11 Director Compensation ....................................................................................................................................... 13 Pension Disclosure .............................................................................................................................................. 13 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................... 13 INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS .......................... 13 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .................................................. 14 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................... 14 CORPORATE GOVERNANCE DISCLOSURE ................................................................................................... 14 Board of Directors ............................................................................................................................................... 14 Orientation and Continuing Education ............................................................................................................... 14 Ethical Business Conduct .................................................................................................................................... 14 Nomination of Directors ...................................................................................................................................... 15 Compensation of Directors .................................................................................................................................. 15 Other Board Committees ..................................................................................................................................... 15 Assessments ......................................................................................................................................................... 15 AUDIT COMMITTEE DISCLOSURE ................................................................................................................... 15 The Audit Committee's Charter ........................................................................................................................... 15 Composition of the Audit Committee ................................................................................................................... 17 Relevant Education and Experience .................................................................................................................... 18 Audit Committee Oversight .................................................................................................................................. 18

Reliance on Certain Exemptions.......................................................................................................................... 18 Pre-Approval Policies and Procedures ............................................................................................................... 18 External Auditors Service Fees (By Category) .................................................................................................... 18 Exemption in Section 6.1 of MI 52-110 ............................................................................................................... 19 Non-Arm's Length Party Transactions ................................................................................................................ 19 Legal Proceedings ............................................................................................................................................... 19 Auditor, Transfer Agents and Registrars ............................................................................................................. 19 Material Contracts .............................................................................................................................................. 19 Risk Factors ......................................................................................................................................................... 19 Risks Related to the Transaction ......................................................................................................................... 20 PART III – PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ............................. 27 PART VI – OTHER INFORMATION .................................................................................................................... 42 Additional Information ........................................................................................................................................ 42 Other Matters ...................................................................................................................................................... 42 Other Material Facts ........................................................................................................................................... 42 Information and Approval of the Board .............................................................................................................. 43 APPENDIX A TRANSACTION AGREEMENT ................................................................................................ A-1 APPENDIX B STOCK OPTION PLAN ............................................................................................................... B-1 APPENDIX C FAIRNESS OPINION ................................................................................................................... C-1 APPENDIX D DISSENT RIGHTS ....................................................................................................................... D-1 CERTIFICATE OF THE CORPORATION ............................................................................................................ 5

PERSONAS SOCIAL INCORPORATED

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an annual and special Meeting (the " Meeting ") of the shareholders (" Shareholder ") of Personas Social Incorporated (the " Corporation ") shall be held at 77 King St W Suite 400, Toronto, Ontario, M5K 0A1, on October 1, 2024, at 1:00 p.m. (Toronto time) for the following purposes:

to receive and consider the financial statements of the Corporation as at and for the year ended December 31, 2023 and December 31, 2022, together with the report of the auditors thereon;
to fix the number of directors of the Corporation to be elected at the Meeting at three (3) members;
to elect the directors of the Corporation for the ensuing year;
to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to determine the remuneration to be paid to the auditors;
to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying management information circular and proxy statement (the " Circular "), adopting and reapproving the stock option plan of the Corporation and authorizing the Corporation's board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges;
to consider and, if deemed advisable, to pass, with or without variation, a special resolution by disinterested shareholders, the full text of which is set out in the Circular, to approve the sale of the assets of the Corporation’s ‘Peeks Social’ web and app based platform (“ Peeks Assets ”) to Mii.TV Inc. (“ Mii.TV ”) (the " Transaction ") in accordance with Multilateral Instrument 61-101- Protection of Minority of Security Holders in Special Transactions , and as the Transaction may be considered a sale of all or substantially all of the assets of the Corporation dissent rights will be provided to Shareholders, as more particularly described in the accompanying Circular;
to transact such other business as may properly come before the Meeting.

The accompanying Management Proxy Circular (the " Management Proxy Circular ") provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

As at the date of this Notice, the Corporation intends to hold the Meeting in person and a telephone conference call – line will be set up for the Meeting for listening purposes only no voting will be conducted or carried out via the telephone conference call line . To listen to the Meeting, Shareholders can join by teleconference, using the dial in instructions below.

Dial in Details

Toll-free dial-in number in Canada and the USA: 1-855-453-6957 Local dial-in number in Calgary: 403-410-3051 Conference ID: 5774064

The Corporation’s Board of Directors has fixed August 16, 2024 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof (the " Record Date "). Each registered Shareholder at the close of business on the Record Date is entitled to such notice and to vote at the Meeting in the circumstances set out in the accompanying Circular. All Shareholders are reminded to review the Management Proxy Circular before voting.

A Shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person and wish to be represented by proxy are requested to date, sign and return the accompanying instrument of proxy (" Instrument of Proxy "), or other appropriate form of proxy, in accordance with the instructions set forth in the accompanying Management Proxy Circular and instrument of proxy. An instrument of proxy shall not be valid unless it is deposited at the offices of TSX Trust Company (Attention: Proxy Department), 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment thereof. An instrument of proxy may also be deposited by facsimile at (416) 595-9593. Alternatively, a registered Shareholder can complete internet voting by logging on at www.voteproxyonline.com and entering the 12 digit control number provided (for registered shareholders only). A person appointed as proxy holder need not be a Shareholder of the Corporation.

In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be delivered by a Shareholder should be delivered by facsimile to TSX Trust Company at (416) 595-9593.

Pursuant to the Business Corporations Act (Alberta) (the “ ABCA ” ), Shareholders may until the close of business on the date that is at least two (2) days before any date to which the Meeting is held, or may be postponed or adjourned, give the Corporation a notice of dissent by sending it to the Corporation at c/o Tingle Merrett LLP (Attention: Becky Farrell) (i) by mail at Suite 1250, 639 – 5[th] Avenue SW, Calgary, Alberta, T2P 0M9, (ii) by email to [email protected] or (iii) by facsimile transmission at (403) 571-8008, in either case, to be received by no later than 5:00 p.m. (Calgary time) on the date that is two business days before the Meeting, in the case of any adjournment or postponement of the Meeting, by no later than 5:00 p.m. (Calgary time) on the second business day immediately preceding the day of the adjourned or postponed Meeting (the “ Dissent Procedures ”). These Dissent Procedures differ from the statutory dissent procedures of the ABCA, which permit a notice of objection to be provided at or prior to the Meeting. Failure to strictly comply with the Dissent Procedures or the statutory procedures will result in loss of the Dissent Right.

Non-registered Shareholders whose common shares are registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered shareholders are entitled to dissent in respect of the Transaction resolution. Non-registered beneficial shareholders should contact their broker, investment dealer, bank or other nominee in order to exercise dissent rights.

If you are a registered Shareholder or you have already given the Corporation instructions to send you printed documents, your Circular is attached to this Notice of Meeting.

Notice & Access

If you are a beneficial Shareholder, we are making the Circular available online instead of mailing it to you, according to a set of rules developed by the Canadian Securities Administrators called notice-and-access . Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR+ (www.sedarplus.ca) and one other website, rather than mailing paper copies of such materials to Shareholders. Under notice-and-access, Shareholders still receive a proxy form or voting instruction form enabling them to vote at the Meeting. However, instead of paper copies of the Meeting materials, Shareholders receive this notice which contains information on how they may access the Meeting materials online and how to request paper copies of such documents.

You can download and view the Circular and other Meeting materials at https://investors.k.to/ or https://docs.tsxtrust.com/2400, or on SEDAR+ at www.sedarplus.ca. Shareholders are reminded to review the Circular and other proxy-related materials prior to voting.

If you would prefer to receive a paper copy of the Circular, please send an email to [email protected], and it will be emailed or mailed to you at no cost. Note that the Corporation will not mail the proxy form or voting instruction form, so please keep the one you received previously. We need to receive your request no later than ten (10) business days before the Meeting, if you want to receive the Circular before the Meeting.

*As the Corporation will be holding this Meeting outside of the requisite 15 month period from its last annual shareholder meetings, as required by the Business Corporation Act (Alberta), the Corporation has applied to the Court of King’s Bench (Alberta) to obtain a Court Order to allow the Corporation to hold this Meeting beyond this prescribed time, and while there is no assurance that this Court Order will be obtained, the Corporation is hopeful this will be received prior to the Meeting, and if this Court Order is received, it will be posted with the Meeting materials and downloadable and viewable at https://investors.k.to/ or https://docs.tsxtrust.com/2400.

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

DATED at Toronto, Ontario as of the 19[th] day of August, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) " Mark Itwaru "

Mark Itwaru, Chief Executive Officer and Chairman of the Board of Directors

PERSONAS SOCIAL INCORPORATED

INFORMATION CIRCULAR

(Information as at August 19, 2024, unless otherwise noted)

For the Annual and Special Meeting of Shareholders to be held on October 1, 2024

As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy prior to the meeting. We encourage you to do so and have arranged for voting on the Internet, by phone, by fax or by mail. You can also vote by attending the meeting.

PART I – GENERAL PROXY INFORMATION

Solicitation Of Proxies

This management information circular and proxy statement (the " Circular ") is provided in connection with the solicitation by management of Personas Social Incorporated (the " Corporation ") of proxies from the holders (" Shareholders ") of common shares (" Common Shares ") for the annual and special meeting of the Shareholders of the Corporation (the " Meeting ") to be held on October 1, 2024, at 1:00 p.m. (Toronto time) at 77 King St W Suite 400, Toronto, ON M5K 0A1, or at any adjournment thereof for the purposes set out in the accompanying notice of meeting (" Notice ").

Although it is expected that the solicitation of proxies shall be primarily by mail, proxies may also be solicited personally or by telephone, or other proxy solicitation services. In accordance with National Instrument 54-101, 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 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 associated with the solicitation of proxies shall be borne by the Corporation.

Appointment And Revocation Of Proxies

The persons named (the " Management Designees ") in the enclosed instrument of proxy (" Instrument of Proxy ") have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the Shareholder who appoints them. A Shareholder has the right to designate a person (who need not be a Shareholder) other than the Management Designees to represent him, her or it at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Corporation. Such Shareholder should notify the nominee of the appointment, obtain the nominee's consent to act as proxy and should provide instructions on how the Shareholder's Shares are to be voted. The nominee should bring personal identification with him to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a Shareholder personally attending at the Meeting and voting his, her or its Shares.

A form of proxy shall not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation's transfer agent, TSX Trust Company (Attention: Proxy Department), 301-100 Adelaide Street West, Toronto, ON, M5H 4H1, at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A Shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the Shareholder or by his or her authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Corporation or with TSX Trust Company (Attention: Proxy Department), 301-100 Adelaide Street West, Toronto, ON, M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the Shareholder personally attending the Meeting and voting his, her or its shares.

Advice To Beneficial Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name (referred to in this Circular as " Beneficial Shareholders ") should note that only proxies deposited by Shareholders who appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Shares shall be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Shares shall, in all likelihood, not be registered in the Shareholder's name. Such Shares shall 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 The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted (for or against resolutions) 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.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Corporation are referred to as "NOBOs". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Corporation are referred to as "OBOs". In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Corporation has elected to send the Notice of Meeting, the Instrument of Proxy and this Circular (collectively, the " Meeting Materials ") directly to the NOBOs, and indirectly through intermediaries to the OBOs. The intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them.

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 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 Instrument 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 Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. If you have any questions respecting the voting of 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 Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the form 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.

Voting Of Proxies

Each Shareholder may instruct his, her or its proxy how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy. All Shares represented at the Meeting by properly executed proxies shall be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Shares represented by the proxy shall be voted in accordance with such specification. In the absence of any such specification as to voting on the Instrument of Proxy, the Management

Designees, if named as proxy, shall vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Shares represented by such form of proxy shall be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

Notice-And-Access

We have elected to use the "notice-and-access" provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (the " Notice-and-Access Provisions ") for the Meeting to Shareholders who do not hold their Common Shares in their own name. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that the Corporation must physically mail to its Shareholders by allowing the Corporation to post its information circular – proxy statement in respect of the Meeting and related materials online.

The Corporation has also elected to use procedures known as 'stratification' in relation to our use of the Notice-andAccess Provisions. Stratification occurs when the Corporation, while using the Notice-and-Access Provisions, provides a paper copy of our notice of meeting and information circular – proxy statement and a paper copy of our consolidated financial statements and related management's discussion and analysis to some of our Shareholders. In relation to the Meeting, our registered Shareholders will receive a paper copy of each of the Notice of the Meeting, this Information Circular – Proxy Statement dated August 19, 2024, our consolidated financial statements and related Management's Discussion and Analysis and a form of proxy whereas our Shareholders who do not hold their Common Shares in their own name will receive only a Notice-and-Access Notification and a Voting Instruction Form. Furthermore, a paper copy of our consolidated financial statements and related management's discussion in respect of the most recent financial year will be mailed to those Shareholders who do not hold their Common Shares in their own name but who have previously requested to receive paper copies of the financial information.

The Corporation anticipates that notice-and-access will directly benefit the Corporation through substantial reductions in postage and printing costs. The Corporation believes that notice-and-access is also environmentally responsible to the extent that it decreases the large volume of paper documents generated by printing proxy related materials.

Shareholders with questions about notice-and-access can go to TSX Trust Company website and access the materials on https://investors.k.to/ or https://docs.tsxtrust.com/2400.

In order to receive a paper copy of this Circular and other relevant information, requests by Shareholders may be made up to one year from the date the Circular was filed on System for Electronic Document Analysis and Retrieval (SEDAR+) by: (i) mailing a request to the Corporation at 1 Yonge St., Floor 18, Toronto, Ontario, M5E 1W7, Canada Attention: Chief Executive Officer; or (ii) phoning the Corporation at 416-716-9281. The Corporation estimates that a Shareholder's request for paper copies of the Circular and other relevant information will need to be received at least ten (10) days prior to the Meeting in order for such Shareholder to have sufficient time to receive and review the materials requested and return the completed form of proxy as set forth in this Circular.

Quorum

The by-laws of the Corporation provide that a quorum of Shareholders is present at a meeting of Shareholders of the Corporation if at least two persons are present at the meeting, holding or representing by proxy not less than ten (10%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting.

PART II – INFORMATION CONCERNING THE CORPORATION

Corporate Structure

Name and Incorporation

The Corporation was incorporated under the Business Corporations Act (British Columbia) on May 20, 2004 under the name Primary Petroleum Corporation (“ Primary ”). Primary was continued as an Alberta corporation on January 10, 2008. The Corporation entered into a business combination with Keek Inc., a private Ontario corporation (“ Keek Ontario ”), and changed its name to Keek Inc. in March 2014. On January 15, 2015, the Corporation filed articles of amendment and consolidated its share capital on the basis of 30:1. On July 22, 2020, the Corporation filed Articles of Amendment and changed its name to Personas Social Incorporated.

The Corporation’s head office is located at 1 Yonge St., Floor 18, Toronto, Ontario, M5E 1W7, Canada and its registered and records office is located at Suite 1250, 639-5[th] Avenue S.W., Calgary Alberta, T2P 0M9.

The Corporation's Subsidiaries

The Corporation has three subsidiaries and its material subsidiary is Keek Inc., a private Ontario corporation.

General Development of the Business

Historical Developments

On March 5, 2014, Primary completed a reverse acquisition (the “ RTO ”) with Keek Ontario, which was effected pursuant to an amalgamation agreement entered into between Keek Ontario, Primary, and Primary's wholly-owned subsidiary, 2400964 Ontario Limited (“ Primary Subco ”), formed solely for the purpose of facilitating the amalgamation. Although the RTO resulted in Keek Ontario becoming a wholly-owned subsidiary of Primary, the RTO constituted a reverse acquisition of Primary by Keek Ontario in-as-much as the former shareholders of Keek Ontario received 56.25%, on a non-diluted basis, of the issued and outstanding common shares of the resulting corporation. For accounting purposes, Keek Ontario was considered the acquirer and Primary the acquiree. Accordingly, the consolidated financial statements are a continuation of the financial statements of Keek Ontario and references to the corporation will mean the consolidated entity subsequent to the date of the RTO and to Keek Ontario prior to that date, as applicable. Following the closing of the RTO, Primary filed articles of amendment to change its name to Keek Inc.

The Corporation’s core business is the offering of social media products and services for use by consumers and businesses, with a focus on mobile (iOS and Android) products. The Corporation focuses on providing social commerce enabled products which allow for a monetizable user experience to all users, consumers and businesses alike. The Corporation accomplishes this by offering products which are complete with enterprise grade global ecommerce infrastructure including multi-currency, multi-lingual, turnkey mobile commerce suites for users.

Until 2016, the Corporation’s flagship product and core line of business had been an online social video platform for both web and mobile with an emphasis on mobile which allows users to upload and share personal videos of themselves or events surrounding them, their “self-expression”. This product was known as “Keek”. The Keek product developed a global video social network, enabled over the Internet and on mobile devices around the world. Its interactive video content network contained videos with up to 36 seconds of video and 111 characters of accompanying text. During its five year life, the Keek product’s community had grown to over 75 million registered users across 6 global regions: “North America”, “South America”, “Europe”, “Middle East”, “Asia/Oceania”, and “Africa”.

In August 2015, in connection with an investment made by Personas.com Corporation (“ Personas.com ”), the Corporation entered into a technology license agreement which gave the Corporation access to a variety of established technologies including livestreaming technology and technology designed to facilitate monetary transactions. Pursuant to the technology license agreement, Personas.com agreed to pay the Corporation 10% of the gross profit earned through the use of the Corporation’s platforms. Following an amendment of the agreement in October 2016, Personas.com agreed to pay the Corporation 30% of the gross profit earned through the use of the Corporation’s platforms. The technology license agreement formed the basis of a product revitalization for the Corporation, where the social video “Keek” platform was ultimately replaced with an all new livestreaming social commerce platform branded as “Peeks Social”.

In November 2016 the legacy Keek mobile apps were transitioned from a “social media” video platform to a “social commerce” livestreaming service, at which time it was rebranded under the product name “Peeks Social”, and is jointly developed and operated pursuant to the technology license agreement between the Corporation and Personas.com. The core web product remains available to former Keek community members and the public as an interactive video content network and is now operating under the product name “Peeks Video”.

Peeks Social was described as "an ecommerce enabled livestreaming platform." The Peeks Social service allowed users to livestream themselves on their own personal interactive ecommerce enabled mobile broadcast. By simply tapping their

screen, viewers inside Peeks Social can send “likes”, tip broadcasters real money, chat, and interact, all in real time. The product differentiated itself from its competitors in several ways. Peeks Social provided a real-time, engaging, and monetizable user experience to all of its members. In addition, its enterprise grade global ecommerce infrastructure is a multi-currency, multi-lingual, turnkey mobile commerce suite for all of its broadcasters and viewers, complete with an individual e-wallet for every user.

On February 28, 2017, the Corporation filed additional articles of amendment to change its name to Peeks Social Ltd. following the retirement of the legacy "Keek" branded products and the release of a new product line known as "Peeks Social".

In July 2017 the Corporation announced that it had established an independent special committee of its Board of Directors to explore and seek to negotiate the potential acquisition of certain assets of Personas.com pertaining to the Peeks Social service which were currently governed by the technology licensing agreement (discussed above) and would be a related party transaction. Personas.com was a related party by virtue of it being a subsidiary of Riavera Corp. (“ Riavera ”), a “control person” of the Corporation that is controlled by Mark Itwaru, Chairman and CEO of the Corporation, who is also a director and an officer of Riavera and Personas.com. The Corporation's goal and the mandate of the independent special committee was to pursue the acquisition of the underlying intellectual property and technology assets relating to the Peeks Social product. The acquisition of the licensed technology supporting the Peeks Social product upon closing resulted in the Corporation having an up to 100% interest in the Peeks Social product. Further to this transaction, in November 2017, the Corporation entered into a binding letter of intent with Personas.com and Riavera for the acquisition of the technology assets of the Peeks Social livestreaming product. The letter of intent contemplated the Corporation acquiring the technology in exchange for the issuance of 175,150,520 Common Shares at a deemed price of $0.7308 per Common Share for an aggregate acquisition cost of $128,000,000. Following the closing of this transaction there was approximately 240,126,791 Common Shares issued and outstanding of the Corporation. On February 3, 2018, the Corporation and a subsidiary entered into an agreement with Mark Itwaru, Riavera, a subsidiary of Riavera, Personas.com and a subsidiary of Personas.com, as amended, and restated on March 14, 2018, to include a newly formed subsidiary of Personas.com as a party to the agreement. On April 18, 2018 shareholders of the Corporation approved the aforementioned transaction and the said agreement and amalgamation were consummated thereafter.

On July 22, 2020, the Corporation filed Articles of Amendment and changed its name to Personas Social Incorporated to better align its company name with its product services.

Recent Developments

In July 2023, the Corporation announced the release of another product line, which was a new web and app based platform known as ‘Keeks’ (“ New Keeks ”) and is a social video sharing application that is similar to the likes of TikTok and Snapchat.

On May 8, 2024, the Corporation entered into a letter of intent with Riavera Corp. (“ Riavera ”) for the asset sale of its Peeks web and app platform (“ Peeks Assets ”) by the Corporation to Riavera, and on July 29, 2024 the Corporation and Riavera agreed to revise this letter of intent to provide for updated transaction deal terms and to change the purchaser entity from Riavera Corp. to Mii.TV Inc. (“ Mii.TV ”) (“ Peeks Disposition Transaction ”). These letters of intent were non-binding except for binding conditions that included confidentiality, exclusivity, operating each entity in the ordinary course of business, governing laws and transaction costs to be borne by the parties. The Peeks Disposition Transaction is a considered a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction as Mii.TV is owned and controlled by Mr. Mark Itwaru, who is an Insider, and the Director and Chief Executive Officer of the Corporation.

The Peeks Disposition Transaction is structured so that the Corporation will sell 100% of the Peeks Assets to Mii.TV and the purchase price of this transaction will be $4,540,000 (“ Purchase Price ”). The Purchase Price shall be paid as follows: 50% of the Purchase Price will be paid on closing and made up of the assumptions of certain debts and a cash payment (See “ Conditions to the Transaction - Transaction Purchase Price & Payment of the Same”) , and the remaining 50% of the Purchase Price will be paid over the course of the next 36 months, with no interest or security provided to the Corporation during this period, with 16.6% of the Purchase Price ~$756,666 being paid on or before the first anniversary of the closing of the Transaction, 16.6% of the Purchase Price ~$756,666 being paid on or before the second anniversary of the closing of the Transaction and the remaining 16.8% of the Purchase Price ~$756,668 to be paid within 36 months from the date of closing of the Transaction (collectively, the “ Remaining Purchase Price Payments ”), subject to the following adjustments as agreed to by the parties – following the closing of the sale of the Peeks Assets from the Corporation to Mii.TV, that if Mii.TV decides or is compelled to cease to operate, indefinitely, all or a substantial portion of the Peeks Assets or the business utilizing the Peeks Assets, and the Corporation in good faith and acting reasonably in writing agrees with such determination, due to, with or without limitation, third party matters,

regulatory decisions or rulings, banking constraints imposed on the business or the Peeks Asset or other significant impairments to the business of the Peeks Asset, Mii.TV shall only be required to pay a pro-rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Assets ceased to operate following closing of the Transaction.

On August 19, 2024, the Corporation and Mii.TV entered into a definitive asset purchase agreement (“ Transaction Agreement ”) for the Peeks Disposition Transaction.

Selected Financial Information and Management Discussion and Analysis

Annual and Interim Information

The following table sets forth selected financial information n for the Corporation for the years ended December 31, 2023 and December 31, 2022, and for the interim period ended March 31, 2024. Such information is derived from the financial statements of the Corporation and should be read in conjunction with such financial statements which are incorporated by reference herein.

	Interim Period Ended	Year ended	Year ended
	March 31, 2024	December 31, 2023	December 31, 2022
Sales	$1,114,340	$4,814,298	$4,459,468
Advertisingrevenue	$-	-	-
Total revenue	$1,114,340	$4,814,298	$4,459,468
Interest income	$-	-	-
Operatingexpenses	$531,447	$2,339,914	$1,590,744
Net loss for theperiod /year	$(2,359)	$(164,066)	$102,982
Net loss per share – basic and diluted	$(0.00007) $(0.00007)	$(0.0005) $(0.0005)	$0.0003 $0.0003

Selected financial information about the Corporation’s financial position as at the indicated dates is provided below:

	March 31, 2024	December 31, 2023	December 31, 2022
Cash	$29,352	$135,437	31,911
Total assets	$1,569,613	$1,653,076	3,137,237
Longterm liabilities	$226,492	$361,942	1,412,754
Total liabilities	$4,592,050	$4,673,154	7,183,249
Share capital, contributed surplus, and warrantsreserve	$36,057,139	$36,057,139	34,907,939
Deficit	$(39,079,576)	$(39,077,217)	(38,953,951)
Workingcapital(deficiency)	$(3,835,646)	$(3,717,016)	(5,328,853)

The following table highlights selected financial information for eight quarters ending March 31, 2024. The Corporation expects its operating results to vary significantly from quarter to quarter and therefore they should not be relied upon to predict future performance.

	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2022	Q4 2022	Q3 2022	Q2 2022
	$		$	$	$	$	$	$
Revenue	1,114,340	1,182,908	1,280,667	1,184,910	1,165,814	1,172,477	1,170,944	1,096,206
Interest income	-	-	-	-	-	-	-	-
Operating expenses	531,447	716,483	665,279	561,698	396,451	444,199	403,857	408,700
Net loss for the period	(2,359)	(143,476)	(89,143)	(35,825)	108,295	(74,974)	99,261	78,427
Loss per share - Basic	(0.00007)	(0.00042)	(0.00026)	(0.00010)	0.0003	(0.00022)	0.0003	0.00024

Loss per share - Diluted (0.00007) (0.00042) (0.00026) (0.00010) 0.0003 (0.00022) 0.0003 0.00024

Management's Discussion and Analysis

The Corporation's Management's Discussion and Analysis for the year ended December 31, 2023, and for the interim period ended March 31, 2024, is incorporated by reference herein.

There have been no material changes in the share and loan capital of the Corporation since March 31, 2024, being the date of the most recently completed financial period included in this Circular.

Description of Securities

Common Shares

The Corporation's authorized share capital consists of an unlimited number of Common Shares without par value. Holders of Common Shares are entitled to one vote per share at meetings of Shareholders, to receive dividends if, as and when declared by the directors of the Corporation and to receive pro rata the remaining property and assets of the Corporation upon its dissolution, liquidation or winding-up, subject to the rights of shares having priority over the Common Shares.

Options

The Corporation has adopted the Option Plan, which provides that the board of directors of the Corporation may, from time to time, in its discretion and in accordance with the requirements of the TSXV, grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 20% of the issued and outstanding Common Shares. Such options will be exercisable for a period of up to five years from the date of grant.

Warrants

The Corporation issues share purchase warrants from time to time. As at December 31, 2023, there were warrants to purchase 9,583,333 Common Shares with an exercise price of $0.08 expiring June 20, 2025.

Prior Sales

There has been no sales of securities of the Corporation over the twelve (12) month period prior to the date of this Circular:

Stock Exchange Listing

The Common Shares are currently listed for trading on the TSXV under the symbol “PRSN”. Below is trading information for the twelve months prior to the date hereof.

Period	High ($)	Low($)	Volume
August 1-18, 2024	0.055	0.045	429,773
July 2024	0.065	0.045	1,660,551
June 2024	0.065	0.045	1,519,444
May 2024	0.065	0.055	65,363
April 2024	0.07	0.055	1,083,615
March 2024	0.08	0.045	2,515,423
February 2024	0.065	0.05	972,551
January 2024	0.075	0.05	1,223,626
December 2023	0.06	0.045	295,963

Period	High ($)	Low($)	Volume
November 2023	0.41	0.32	3,595,306
October 2023	0.44	0.31	3,987,403
September 2023	0.55	0.35	6,715,951
August 2023	0.8	0.42	5,483,080

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Voting Shares and Record Date

The record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is August 16, 2024 (the " Record Date "). As at the Record Date, there were 347,156,025 Shares issued and outstanding as fully paid and non-assessable.

Common Shares

The holders of Shares are entitled to notice of and to vote at all annual and special meetings of Shareholders and are entitled to one vote per Share. The holders of Shares are entitled to receive such dividends as the board of directors of the Corporation (the " Board ") declare and, upon liquidation, to receive such assets of the Corporation as are distributable to holders of Common Shares.

Voting of Common Shares – General

Only Shareholders whose names are entered in the Corporation's register of Shareholders at the close of business on the Record Date and holders of Common Shares issued by the Corporation after the Record Date and prior to the Meeting shall be entitled to receive notice of and to vote at the Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Shares subsequent to the Record Date; and (ii) the transferee of those Shares produces properly endorsed share certificates, or otherwise establishes that he, she or it owns the Shares and demands, not later than ten days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his, her or its Shares at the Meeting.

Other than as disclosed below, to the best of the knowledge of the directors and executive officers of the Corporation, as at the date hereof, no persons, corporations or other entities (other than securities depositories) beneficially own, directly or indirectly, or exercise control or discretion over voting securities carrying more than 10% of the voting rights attached to the shares of the Corporation.

Shareholder Name	Number of Common Shares Held	Percentage of Common Shares Held on a non-diluted basis
Riavera Corp.(1)	61,958,860	17.8%
Mark Itwaru	119,434,147	34.4%

Note:

(1) Mark Itwaru is the sole director and officer of Riavera Corp. (but does not beneficially own Riavera Corp.) and accordingly he has control and direction over the shares of the Corporation held by Riavera Corp., which together with Mark Itwaru’s beneficial holdings of 119,434,147, constitute an aggregate of 181,393,007 common shares (or 52.25% of the Corporation’s currently outstanding common shares), based on 347,156,025 issued and outstanding common shares of the Corporation.

STATEMENT OF EXECUTIVE COMPENSATION

General

The following information, dated as of December 31, 2023, is provided in accordance with Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (the "Form"), in such term as defined by National Instrument 51-102.

For the purposes of this Form, a "Named Executive Officer", or "NEO", means each of the following individuals:

(a) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief executive officer ("CEO"), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as chief financial officer ("CFO"), including an individual performing functions similar to a CFO;
(c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000;
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

Based on the foregoing definitions, the Corporation's NEO's in respect of the year ended December 31, 2023 are Mark Itwaru (President and Chief Executive Officer) and William Lavin (Chief Financial Officer).

Director And Neo Compensation

Director and NEO compensation, excluding stock options and other compensation securities

The following table sets forth all direct and indirect compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation thereof to each director and each NEO of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the Corporation, for each of the Corporation's two most recently completed financial years:

		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	Year Ended Dec 31:	Salary ($)(1)	B	Committee	Value of	Value of all th	Total compensation ($)
			onus ($)	or meeting	perquisites	oer compensation
				fees ($)	($)	($)
Mark Itwaru President and Chief Executive Officer and a Director	2023 2022	$420,000(2) Nil(2)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$420,000 Nil
William Lavin Chief Financial Officer and a Director	2023 2022	$6,475 $15,565	Nil Nil	Nil Nil	Nil Nil	Nil Nil	$6,475 $15,565
James Westlake Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Fareed Amin(3) Former Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Notes:

(1) Represents salary or consulting fees paid to Named Executive Officers pursuant to employment or consulting agreements, as applicable. See "Employment, Consulting and Management Agreements".

(2) These amounts owed to Mr. Itwaru were accrued on the books of the Corporation but have not yet been paid to Mr. Itwaru pursuant to a consulting agreement between the Corporation and Riavera Corp. See "Employment, Consulting and Management Agreements" for further details.

(3) Fareed Ameen resigned from the board on May 3, 2023.

Stock options and other compensation securities

The following table sets forth details for all stock options outstanding for each of the NEO's and directors as at December 31, 2023. The closing price of the Common Shares on the TSX Venture Exchange on December 31, 2023 was $0.055.

		Compensation Se	curities
Name and Position	Number of stock options	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of stock option on date of grant ($)	Expiry date
Mark Itwaru President and Chief Executive Officer and a Director	14,492,800 3,500,000	Jan 6, 2020 June 27, 2019	0.05 0.05	0.04 0.04	Jan 31, 2025 June 30, 2024
William Lavin Chief Financial Officer and a Director	3,000,000 500,000	Jan 6, 2020 June 27, 2019	0.05 0.05	0.04 0.04	Jan 31, 2025 June 30, 2024
James Westlake Director	3,000,000 500,000	Jan 6, 2020 June 27, 2019	0.05 0.05	0.04 0.04	Jan 31, 2025 June 30, 2024

There were no exercises of stock options by NEO’s nor directors of the Corporation during the years ended December 31, 2023 and December 31, 2022.

Stock option plans and other incentive plans

The Corporation has no other incentive plans other than its stock option plan (the " Stock Option Plan " or " Plan "). The Plan provides that the board of directors may from time to time, in its discretion grant to directors, officers and employees of the Corporation and to consultants retained by the Corporation, non-transferable options to purchase common shares (" Common Shares "), or such other shares as may be substituted subject to prior Exchange acceptance therefore, in the capital of the Corporation for a period of up to ten years from the date of the grant provided that the number of Common Shares reserved for issuance may not exceed 20% of the total issued and outstanding Common Shares of the Corporation at the date hereof.

The purpose of this Plan is to advance the interests of the Corporation by encouraging the directors, officers and employees of the Corporation and consultants retained by the Corporation to acquire Common Shares, thereby: (i) increasing the proprietary interests of such persons in the Corporation; (ii) aligning the interests of such persons with the interests of the Corporation's shareholders generally; (iii) encouraging such persons to remain associated with the Corporation and (iv) furnishing such persons with an additional incentive in their efforts on behalf of the Corporation.

The following is a summary of the material terms of the Plan:

The number of Common Shares reserved for issuance under the Plan in aggregate shall be 20% of the issued and outstanding shares of the Corporation as of the Record Date of the Circular, which is 69,431,205.
The maximum number of Common Shares issuable pursuant to all options which may be granted under the Plan, at any point in time, to Insiders as a group may exceed 10% of the total number of issued and outstanding shares on a non-diluted basis, with disinterested shareholder approval being obtained.
The maximum number of Common Shares issuable pursuant to all options which may be granted under the Plan (calculated at the grant date), within any 12 month period, to Insiders as a group may exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis, with disinterested shareholder approval being obtained.
The maximum number of Common Shares issuable pursuant to all options which may be granted under the Plan (calculated at the grant date), within any 12 month period, to any one optionee, may exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis, with disinterested shareholder approval being obtained.
The maximum number of Common Shares issuable pursuant to all options which may be granted under the Plan (calculated at the grant date), within any 12 month period, to any one Consultant shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis.
The maximum number of Common Shares issuable pursuant to all options which may be granted under the Plan (calculated at the grant date), within any 12 month period, to all Eligible Persons who undertake Investor Relations Activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on a non-diluted basis.

The exercise price for options granted under the Plan will not be less than the market price of the Corporation's Common Shares at the time of the grant, less applicable discounts permitted by the policies of the TSX Venture Exchange (" TSXV ").
Options will be exercisable for a term of up to ten years, subject to earlier termination in the event of the optionee's death or the cessation of the optionee's services to the Corporation.
Options granted under the Plan are non-assignable and the Plan allows for net exercise and cashless exercise of options.
if an optionee ceases to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Corporation Employee, for any reason (other than death), such optionee may exercise his/her option to the extent that the optionee was entitled to exercise it at the date of such cessation, provided that such option or portion of the option has vested, and provided that such exercise must occur within the earlier of (i) 60 days from the date of cessation subject to Board discretion to allow up to a maximum of 12 months from the date of cessation, and (ii) the expiry date, and as such any remaining unvested and unexercised options must expire; unless such optionee was engaged in Investor Relations Activities (as defined by the Exchange), in which case such exercise must occur within the earlier of (i) 30 days from the date of cessation subject to Board discretion to allow up to a maximum of 12 months from the date of cessation, and (ii) the expiry date, and as such any remaining unvested and unexercised options must expire.
Except due to change in control provisions set out in the Plan, any options granted under the Plan to persons who do not perform Investor Relations Activities for the Corporation shall vest over a three-year period as to 10% vesting immediately, 10% six months from grant date and 20% every six months thereafter, unless the Board, in its sole discretion, determines otherwise, which options may contain a longer vesting period, a shorter vesting period or no vesting period at all. Options granted to Consultants performing Investor Relations Activities shall vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.
A ‘Participant’ under the Plan must be a bona fide Employee, Consultant or Management Company Employee.
Disinterested shareholder approval will be obtained for any reduction in the exercise price of a stock option of Insiders, or the extension of the term of a stock option of Insiders.

The Plan will be subject to approval by the TSXV and requisite shareholder approval at the Corporation's Meeting. The Plan is attached hereto as Appendix B.

Employment, consulting and management agreements

The Corporation has entered into employment agreements with Mr. Itwaru, which set forth the terms of their compensation. Each of these agreements is, as applicable, reviewed by the board of directors of the Corporation.

Compensation of Mark Itwaru, Chief Executive Officer

Mr. Itwaru’s compensation is governed by the terms of a consulting agreement between the Corporation and Riavera Corp., entered into in September 2015, as amended on March 11, 2016 and then in 2020 to reflect Mr. Itwaru’s appointment as Chief Executive Officer of the Corporation. The agreement provides for a base salary of $375,000 per annum but this annual salary fluctuates and is determined by the Corporation and Mr. Itwaru and was $420,000 for the period ended December 31, 2023. Mr. Itwaru is entitled to reimbursement of reasonable travel, entertainment, and other expenses incurred on behalf of the Corporation in the course of the performance of his duties, and participation in the Corporation's Stock Option Plan. A description of the termination benefits applicable to Mr. Itwaru is set forth below under the heading "Termination and Change of Control Benefits". Mr. Itwaru is subject to certain confidentiality and intellectual property obligations. For a summary of compensation paid to Mr. Itwaru in respect of the years ended December 31, 2022 and December 31, 2021, please refer to the Summary Compensation Table above.

Termination and Change of Control Benefits

Mr. Itwaru’s termination and change of control benefits are governed by the terms of a consulting agreement between the Corporation and Riavera Corp. The agreement provides that either party may terminate the agreement by giving the other party 30 days prior written notice.

Compensation of William Lavin, Chief Financial Officer

Mr. Lavin compensation is governed by the terms of a consulting agreement with the Corporation entered into on November 25, 2020 to reflect Mr. Lavin’s appointment as Chief Financial Officer of the Corporation. The agreement provides for a base salary of USD $80,000 per annum but this amount fluctuates and is determined by the Corporation and Mr. Lavin. Mr. Lavin is entitled to reimbursement of reasonable travel, entertainment, and other expenses incurred on behalf of the Corporation in the course of the performance of his duties, and participation in the Corporation's Stock Option Plan. A description of the termination benefits applicable to Mr. Lavin is set forth below under the heading "Termination and Change of Control Benefits". Mr. Lavin is subject to certain confidentiality and intellectual property obligations. For a summary of compensation paid to Mr. Lavin in respect of the years ended December 31, 2022 and December 31, 2021, please refer to the Summary Compensation Table above.

Termination and Change of Control Benefits

Mr. Lavin’s termination and change of control benefits are governed by the terms of a consulting agreement between the Corporation and Mr. Lavin. The agreement provides that either party may terminate the agreement by giving the other party 30 days prior written notice.

Oversight and description of directors and NEO compensation

Compensation of the Named Executive Officers of the Corporation is reviewed annually by the Corporation's Board of Directors. The Board of Directors' objective in setting compensation levels is that the aggregate compensation received by Named Executive Officers be generally competitive with the compensation received by persons with similar qualifications and responsibilities who are employed by other companies of corresponding size and stage of development. In setting such levels, the Board relies primarily on their own experience and knowledge of the marketplace, supplemented by independent advisors, as required.

The Board employs an executive compensation program that covers three key elements: (i) a base amount of salary and benefits; (ii) a cash bonus or commission in certain cases; and (iii) stock options. A description of the criteria used in each element of compensation is set forth below.

Base Salary

The objective of base salary compensation is to reward and retain executive officers. The program is designed to reward executive officers for maximizing Shareholder value in a volatile industry in a responsible and ethical manner. In setting base compensation levels, consideration is given to such factors as level of responsibility, experience, expertise and the amount of time devoted to the affairs of the Corporation. Subjective factors such as leadership, commitment and attitude are also considered. While it does not actively benchmark its compensation to other companies, the Corporation has reviewed the public disclosure available for other comparable social media companies to assist in determining the competitiveness of base salary, bonuses, benefits and stock options paid to each of the executive officers of the Corporation. The Corporation pays base salary compensation to retain executive officers and has historically tried to pay base salary in the range of competitors.

Bonus and Commission

Although not all Named Executive Officers are entitled to same, the Corporation's compensation philosophy has been to encourage the maximization of Shareholder value at all levels of the organization by making cash bonuses or commissions a component of compensation in certain cases, taking into consideration performance by both the Corporation and the respective Named Executive Officer.

Certain Named Executive Officers are eligible to receive a bonus or commission in accordance with the terms of their employment agreements. In determining the size of bonuses or commissions that are to be granted, the Board considers bonus and commission levels at peer companies, positions, performance, and what is considered competitive in the industry.

Bonus and commission levels for Named Executive Officers are established by the Board.

Stock Options

The maximization of Shareholder value is encouraged by the granting of stock options at all levels. The Corporation has in place a stock option plan (the " Stock Option Plan ") under which awards have been made to executive officers in

amounts relative to positions, performance, and what is considered competitive in the industry. The objective of the Stock Option Plan is to reward and retain executive officers.

The Corporation has reviewed the public disclosure available for other comparable companies to assist in determining the competitiveness of stock option awards. In general, stock options are granted under the Stock Option Plan to Named Executive Officers upon their commencement of service and in subsequent annual anniversaries of service. Additional grants may be made periodically to recognize the exemplary performance of, or the special contribution by, eligible individuals.

Director Compensation

For the year ending December 31, 2023, the Corporation did not compensate its directors in their capacity as a director of the Corporation.

Each director is eligible to receive stock options of the Corporation. The Corporation has in the past compensated the directors with stock options.

For a summary of compensation paid to the directors of the Corporation in respect of the year ended December 31, 2023 please refer to the compensation tables above (under Director and NEO Compensation ).

Pension Disclosure

The Corporation does not have any defined benefit or defined contribution pension plans in place which provide for payments or benefits at, following, or in connection with retirement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as at the end of the Corporation's most recently completed period ended March 31, 2024, as so provided in those statements, with respect to compensation plans under which equity securities of the Corporation are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	43,117,800	$0.054	12,644,203(1)
Equity compensation plans not approved by securityholders	9,583,333(2)	$0.08	N/A
Total	52,701,133		12,644,203

Notes:

(1) The Corporation's shareholders previously approved a Stock Option Plan reserving a maximum of 20% of the issued and outstanding Common Shares of the Corporation at the annual general shareholders meeting held on November 7, 2022 at which time 55,762,003 Common Shares were reserved for issuance under the Stock Option Plan.

(2) Consists of warrants to purchase common shares issued in connection with various private placements of securities.

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

Other than as provided in the tables below, none of the directors and officers of the Corporation, any proposed management nominee for election as a director of the Corporation or any associate of any director, officer or proposed management nominee is or has been indebted to the Corporation at any time during the last completed financial year.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than Mark Itwaru, except as disclosed in this Circular, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no proposed nominee of management of the Corporation for election as a director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors and approval of the Transaction. See “ Part III – Particulars of Matters to be Acted Upon at the Meeting – The Transaction ”.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than Mark Itwaru, and as principal of Riavera Corp. and Riavera Corp., and except as disclosed in this Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102), nor any proposed nominee for election as a director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which, in either case, has or shall materially affect the Corporation and none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation that shall materially affect the Corporation.

For further information regarding Mr. Itwaru, Riavera Corp. and Mii.TV, please refer to " Part III – Particulars of Matters " to be Acted Upon at the Meeting – The Transaction .

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

The Corporation's Board currently consists of three (3) directors, one (1) of whom is independent based upon the tests for independence set forth in Multilateral Instrument 52-110 (" MI 52-110 "). Mark Itwaru, who became the Chief Executive Officer to the Corporation on March 11, 2016 and Bill Lavin, who is the Chief Financial Officer, are not considered independent. The independent director is Jim Westlake.

The Corporation plans to appoint independent directors to ensure compliance with TSXV Policies and securities laws regarding the composition of the board of directors and audit committee.

In determining whether a director or proposed is independent, the Corporation chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director's exercise of independent judgment.

Orientation and Continuing Education

While the Corporation does not have formal orientation and training programs, new Board members are provided with:

information respecting the functioning of the Board, committees and copies of the Corporation's corporate governance policies;
access to recent, publicly filed documents of the Corporation, reports and the Corporation's internal financial information;
access to the Corporation’s legal counsel, management and consultants; and
a summary of significant corporate and securities responsibilities.

Board members are encouraged to communicate with management, auditors and consultants; to keep themselves current with industry trends and developments and changes in legislation with management's assistance and to attend related industry seminars. Board members have full access to the Corporation's records.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct (the " Code ") and Ethics which has been distributed to its directors, offices, employees and consultants. A copy of the Code is available from the Corporation on written request.

Nomination of Directors

The Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board are consulted for possible candidates.

Compensation of Directors

The independent directors have the responsibility for determining compensation for the directors and senior management. To determine compensation payable, the independent directors review compensation paid for directors and CEOs of companies of comparable similar size and stage of development and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. In setting the compensation, the independent directors annually review the performance of the CEO in light of the Corporation's objectives and consider other factors that may have impacted the success of the Corporation in achieving its objectives.

Other Board Committees

In addition to the audit committee, the Board has currently constituted a corporate governance committee to assist with oversight of the Corporation's corporate governance matters.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Corporation's development. The Board conducts informal annual assessments of the Board's effectiveness, the individual directors and each of its committees. To assist in its review, the Board conducts informal surveys of its directors and reports from each committee respecting its own effectiveness. As part of the assessments, the Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable corporate policies.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee's Charter

Mandate

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and Shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee shall encourage continuous improvement of, and should foster adherence to, the Corporation’s policies, procedures and practices at all levels. The Audit Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements;
Review and appraise the performance of the Corporation's external auditors; and
Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board of Directors.

Composition

The Audit Committee shall be comprised of three directors as determined by the Board of Directors, the majority of whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.

At least one member of the Audit Committee shall have accounting or related financial management expertise. All members of the Audit Committee that are not financially literate shall work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Corporation's Charter, the definition of "financially literate" is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Corporation's financial statements.

The members of the Audit Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Audit Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Audit Committee shall meet a least twice annually , or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee shall meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.
(b) Review the Corporation's financial statements, MD&A and any annual and interim earnings, press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually, the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Audit Committee as representatives of the shareholders of the Corporation.
(b) Obtain annually, a formal written statement of external auditors setting forth all relationships between the external auditors and the Corporation, consistent with Independence Standards Board Standard 1.
(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.
(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.
(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Corporation's accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements.
(g) Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
(h) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(i) Review and pre-approve all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if:
i. the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of revenues paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;
ii. such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and
iii. such services are promptly brought to the attention of the Audit Committee by the Corporation and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee.

Provided the pre-approval of the non-audit services is presented to the Audit Committee's first scheduled meeting following such approval such authority may be delegated by the Audit Committee to one or more independent members of the Audit Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
(b) Consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.
(c) Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors and management.
(d) Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h) Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i) Review certification process.
(j) Establish a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

Other

Review any related-party transactions.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Name

Independent

Financially literate[(1) ]

Mark Itwaru No Yes James Westlake Yes Yes William Lavin No Yes Note: (1) As defined by MI 52-110.

The Corporation plans to appoint independent directors to ensure compliance with TSXV Policies and securities laws regarding the composition of the audit committee.

Relevant Education and Experience

Mr. Westlake has more than 35 years of experience in the financial services industry, most recently serving as Group Head, International Banking and Insurance, Royal Bank of Canada (RBC). Mr. Westlake was a member of RBC’s Group Executive, being one of nine executives responsible for setting the overall strategic direction of RBC. He has particular expertise in corporate governance, mergers & acquisitions, strategic transformation and organizational restructuring. Mr. Westlake was the Chairman, President and CEO of RBC insurance. Prior to joining RBC, Mr. Westlake spent 19 years with the Metropolitan Life Insurance Company, rising to become Chief Operating Officer of the Canadian operations. He was the Chair of the Canadian Bankers Association and a former Chair of the Canadian Chamber of Commerce. Mr. Westlake has a long history of service to community and charitable organizations including hospitals, universities and children’s association. Activities of note including serving as General Campaign Chair of the United Way of Peel region. Jim is currently the Treasurer of the Canadian Paralympic Committee and has been a Director on the Board since 2006, and a Director and Vice President since 2010. Mr. Westlake is a board member of Oakville Hydro. Mr. Westlake was the recipient of the Queen’s Golden Jubilee medal for community service. Mr. Westlake holds an MBA from Queen’s University.

Mr. Lavin is the President of Terrific Corporation, a software development firm he founded in 2000. Prior to founding Terrific Corporation, Mr. Lavin was Vice President of MegaChain.com Ltd. from August 1998 to February 2000, a company listed on the NASDAQ OTC. Mr. Lavin was also the President of IGN from July 1995 to July 1998, a publicly traded company on the Vancouver Stock Exchange. Through his service with these public companies Mr. Lavin has gained knowledge of corporate governance matters. In addition, Mr. Lavin has an expertise in credit card acquisition and marketing having served as Project Manager at American Express from 1979 to 1988.

Mr. Itwaru is the President, Chief Executive Officer and Chairman of the Board of Directors of the Corporation and has been since 2016. Mark Itwaru is a technology entrepreneur that has 18 technology patents to his name. Mr. Itwaru is a serial entrepreneur who founded several successful startup and has run a number of public and private companies and sat on the Board of Directors of these entities.

Audit Committee Oversight

At no time since the commencement of the Corporation's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation's most recently completed financial year has the Corporation relied on the exemption in Section 2.4 of MI 52-110 (De Minimis Non-audit Services) , or an exemption from MI 52-110, in whole or in part, granted under Part 8 of MI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described above. See "Audit Committee Charter - External Auditors".

External Auditors Service Fees (By Category)

The aggregate fees billed by the Corporation's external auditors in each of the last two fiscal years are as follows:

*Financial Year* *Ending*	*Audit Fees(1)*	*Audit Related Fees*	*Tax Fees*	*All Other Fees*
2023	$100,000	Nil	Nil	Nil
2022	$100,000	Nil	Nil	Nil

Notes:

(1) "Audit Fees" include the aggregate fees billed in each financial year for audit fees and are near accurate values.

Exemption in Section 6.1 of MI 52-110

The Corporation is relying on the exemption in Section 6.1 of MI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

Non-Arm's Length Party Transactions

Other than as disclosed under the heading “Executive Compensation” or elsewhere in this Circular, within 12 months from the date hereof, the Corporation has not acquired any assets or been provided any services in any transaction, or in any proposed transaction, from any director, officer or Insider (as such term is defined in the Securities Act (Alberta)) of the Corporation, the proposed nominees for election as directors of the Corporation, the proposed officers or Insiders of the Corporation or their Associates or Affiliates.

Legal Proceedings

The Corporation, in the course of its normal operations, is subject to claims, lawsuits, and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Corporation has no reason to believe that the ultimate outcome of these matters would have a significant impact on its consolidated financial position. The Corporation carries liability insurance, subject to certain deductible and policy limits, against certain of these claims. There are currently no legal proceedings that the Corporation believes that may have a material impact on the financial position of the Corporation. See Note 14 in the interim financial statements and the accompanying management’s discussion and analysis of the Corporation for the interim period ended December 31, 2023, which are incorporated by reference herein, which disclose legal proceedings, contingencies and provisions for further details on these matters.

Auditor, Transfer Agents and Registrars

Auditor

The auditor of the Corporation is Zeifmans LLP, Chartered Accountants, at its Toronto office located at 201 Bridgeland Avenue, Toronto, ON M6A 1Y7.

Transfer Agent and Registrar

The transfer agent and registrar of the Corporation is TSX Trust Company, at its Calgary office located at 2110, 685 Centre Street S.W., Calgary, AB T2G 1S5.

Material Contracts

The Corporation has not entered into any material contracts and will not enter into any material contracts prior to completion of the Transaction other than the Transaction Agreement.

Copies of this agreement will be available for inspection at the head office of the Corporation at 1 Yonge St., Floor 18, Toronto, Ontario, M5E 1W7, Canada, during ordinary business hours on any business day prior to the shareholder meeting date and for a period of thirty (30) days thereafter. A copy is also available on the Corporation’s profile at www.sedarplus.com.

Risk Factors

General

Assuming closing of the Transaction and following such, the Corporation will principally carry on the business of its New Keeks web and app based platform, however it will now receive the benefit of only 50% of the Purchase Price from the sale of the Peeks Asset and 50% of the Purchase Price over the course of the next 36 months, with no interest or security provided to the Corporation during this period, with 16.6% of the Purchase Price to be paid within the first 12 months, 16.6% of the Purchase Price to be paid in the next 24 months and the remaining 16.8% of the Purchase Price to be paid in 36 months from closing of the Transaction. The business currently conducted by the Corporation and to be conducted by the Corporation, upon completion of the Transaction, is subject to a number of risks – and specifically a material risk being following the closing of the sale of the Peeks Assets from the Corporation to Mii.TV, that if Mii.TV decides or is compelled to cease to operate, indefinitely, all or a substantial portion of the Peeks Assets or the business utilizing the Peeks Assets, and the Corporation in good faith and acting reasonably in writing agrees with such determination, due to, with or without limitation, third party matters, regulatory decisions or rulings, banking constraints imposed on the business or the Peeks Asset or other significant impairments to the business - of the Peeks Asset, Mii.TV shall only be required to pay a pro rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Assets ceased to operate following closing of the Transaction.

In evaluating the Transaction, Shareholders should carefully consider, in addition to the other information contained in this Circular, the risks and uncertainties described below before deciding to vote in favour of the items of business to be put before the Meeting. While this Circular, including the documents incorporated by reference, has described the risks and uncertainties that management of the Corporation and Personas believe to be material to the Corporation's business, it is possible that other risks and uncertainties affecting the Corporation's business will arise or become material in the future.

If the Corporation is unable to effectively address these and other potential risks and uncertainties following the completion of the Peeks Disposition Transaction, its business, financial condition or results of operations could be materially and adversely affected.

Risks Related to the Transaction

No assurance that the Transaction will be completed

Completion of the disposition of the Peeks Asset pursuant to the Transaction remains subject to a number of conditions, including, but not limited to, approval by the disinterested Shareholders of the Corporation of the Transaction and other ancillary matters, satisfaction of standard closing conditions for transactions of this nature, and TSXV approval. There can be no assurance that the Transaction will be completed as proposed or at all.

Dilution

Following completion of the Transaction, the Corporation may issue equity securities to finance its activities, including acquisitions. If the Corporation was to issue common shares, existing holders of such common shares may experience dilution in the Corporation. Moreover, when the Corporation's intention to issue additional equity securities becomes publicly known, the Corporation's share price, as the case may be adversely affected.

Risks Related to Our Business (Peeks Assets Operated by Mii.TV and New Keeks Platform) and Our Industry

The Corporation’s business will suffer if it’s platforms are unable to entertain its users, acquire new users, improve the experience of its existing platform, and successfully monetize its platforms.

The Corporation’s business will depend on its online platforms succeeding and having users that will download and spend time and money on these platforms. The Corporation will be primarily focused on mobile devices, including smartphones and tablets on Apple’s iOS and Google’s Android operating systems, and on social networking platforms. The Corporation expects to devote substantial resources to the research, development, analytics and marketing of its existing platform. The Corporation’s development and marketing efforts are focused on both improving the experience of its existing platform and acquiring and consolidating new features. The Corporation will generate revenue primarily through the certain sales and advertising. In order to remain profitable, the Corporation needs to generate sufficient revenues from its existing and new platforms to offset its ongoing development, marketing and operating costs.

Successfully monetizing of our platforms is difficult, and requires that the Corporation deliver valuable and entertaining user experiences that a sufficient number of users will pay for or the Corporation is able to otherwise sufficiently monetize its platform (for example, by serving in-app advertising). While the Corporation will work to include such features on its

platform, it may not successfully update its platform to include these features or they may not be well received by its users. The success of the Corporation’s platform depends, in part, on unpredictable and volatile factors beyond the Corporation’s control including consumer preferences, competing platforms, new mobile platforms and the availability of other entertainment experiences. If the Corporation’s platform do not meet consumer expectations, or if they are not brought to market in a timely and effective manner, the Corporation’s ability to grow revenue and the Corporation’s financial performance will be negatively affected.

If the Corporation does not achieve a sufficient return on its investment with respect to its business model, it will negatively affect its operating results and may require the Corporation to formulate a new business strategy.

These and other uncertainties make it difficult to know whether the Corporation will succeed in continuing to provide successful web and app based platforms in accordance with its strategic and operating plans. If the Corporation does not succeed in doing so, its business, financial condition, results of operations or reputation will suffer.

The Corporation’s industry is intensely competitive and subject to rapid changes. If consumers prefer its competitors’ products or services over the Corporation’s, the Corporation’s operating results could suffer.

Competition in the social media industry is intense and subject to rapid changes, including changes from evolving consumer preferences and emerging technologies. Many new platforms are introduced in each major industry segment (mobile, web, and tablet), but only a relatively small number of titles account for a significant portion of total revenue in each segment. Furthermore, the Corporation may face competition in the form of competitive bidding situations when attempting to acquire additional platforms and/or associated businesses. The Corporation’s competitors include those that develop, acquire and operate mobile and web platforms in varying sizes and include companies such as Facebook, TikTok, Instagram, Snapchat and numerous other publicly and privately-held companies. Some of these current and potential competitors have one or more advantages over the Corporation, either globally or in particular geographic markets.

As there are relatively low barriers to entry to develop a mobile or online application, the Corporation expects new platform competitors to enter the market and existing competitors to allocate more resources to develop and market competing platforms and applications. The Corporation will also compete with a vast number of small companies and individuals who are able to create and launch applications and other content for devices and platforms using relatively limited resources and with relatively limited start-up time or expertise. The proliferation of titles in these open developer channels makes it difficult for the Corporation to differentiate itself from competitors and to compete for users without substantially increasing its marketing expenses and development costs.

If the Corporation is unable to compete effectively or the Corporation is not as successful as its competitors in its target markets, its sales could decline, its margins could decline and it could lose market share, any of which would materially harm the Corporation’s business, operating results and financial condition.

Users may decide to select competing forms of social networking instead of the Corporation’s platform.

As an entertainment company, the Corporation also faces competition for the leisure time, attention and discretionary spending of its users from other activities, such as messaging applications, tablet applications, video streaming services, television, movies, sports and the Internet. Increasing competition could result in loss of users, increasing user acquisition and retention costs, and loss of talent, all of which could harm the Corporation’s business, financial condition or results of operations.

If users do not find the formats of the Corporation’s platform compelling and engaging, the Corporation could lose users and its revenue could decline.

Consumer tastes and preferences are subject to frequent changes, and it is possible that users could lose interest in the format of the Corporation’s platform over time due to a variety of reasons, including the emergence of new formats that users find more engaging, increased popularity of other platforms, or lack of sustained interest or loss of interest in particular features. If large numbers of users were to lose interest in the platform genre or in the format of the platform the Corporation offers, or if the Corporation is not able to anticipate and develop platforms and features in new genres or formats, the Corporation could lose users and its revenue and business could be harmed.

The Corporation relies on third-party platforms such as the Apple App Store and Google Store to distribute its application and collect revenue. If the Corporation is unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing changed to the Corporation’s detriment, if the Corporation violates, or if a platform

provider believes that the Corporation has violated, the terms and conditions of its platform, or if any of these platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, the Corporation’s business will suffer.

The Corporation is subject to the standard policies and terms of service of third-party platforms, which govern the promotion, distribution, content and operation generally of applications on the platform. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to the Corporation and other developers, and those changes may be unfavorable to the Corporation. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how the Corporation is able to advertise on the platform, change how the personal information of its users is made available to application developers on the platform, limit the use of personal information for advertising purposes, or restrict how users can share information with their friends on the platform or across platforms.

In addition, third-party platforms also impose certain file size limitations, which may limit the ability of users to download some of the Corporation’s larger applications in over-the-air updates. Aside from these over-the-air file size limitations, a larger application file size could cause users to delete the Corporation’s applications once the file size grows beyond the capacity of their devices’ storage limitations or could reduce the number of downloads of these applications.

Such terms of use changes may decrease the visibility or availability of the Corporation’s applications, limit its distribution capabilities, prevent access to its existing applications, reduce the amount of bookings and revenue it may recognize from in-app purchases, increase its costs to operate on these platforms or result in the exclusion or limitation of its applications on such platforms. Any such changes could adversely affect the Corporation’s business, financial condition or results of operations.

If the Corporation violates, or a platform provider believes the Corporation has violated, its terms of service (or if there is any change or deterioration in the Corporation’s relationship with these platform providers), that platform provider could limit or discontinue the Corporation’s access to the platform. A platform provider could also limit or discontinue the Corporation’s access to the platform if it establishes more favorable relationships with one or more of the Corporation’s competitors or it determines that the Corporation is a competitor. Any limit or discontinuation of the Corporation’s access to any platform could adversely affect the Corporation’s business, financial condition or results of operations.

The Corporation also relies on the continued popularity, customer adoption, and functionality of third-party platforms. In the past, some of these platform providers have been unavailable for short periods of time or experienced issues with their in-app purchasing functionality. If either of these events recurs on a prolonged, or even short-term, basis or other similar issues arise that impact users’ ability to access the Corporation’s applications, access social features or purchase a license to virtual items, the Corporation’s business, financial condition, results of operations or reputation may be harmed.

The Corporation relies on third-party hosting and cloud computing providers to operate certain aspects of its business. Any failure, disruption or significant interruption in its network or hosting and cloud services could adversely impact the Corporation’s operations and harm its business.

The Corporation’s technology infrastructure is critical to the performance of its platform and to user satisfaction, as well as its corporate functions. The Corporation’s applications and company systems run on a complex distributed system, or what is commonly known as cloud computing. Significant elements of this system are operated by third-parties that it does not control and which would require significant time and expense to replace. The Corporation expects this dependence on third-parties to continue. The Corporation may suffer interruptions in service, including when releasing new software versions or bug fixes, and if any such interruption were significant and/or prolonged it could adversely affect the Corporation’s business, financial condition, results of operations or reputation.

The Corporation’s operating results may be volatile and difficult to predict, and the Corporation’s stock price may decline if it fails to meet the expectations of securities analysts or investors.

The Corporation’s revenue, user metrics and operating results may fluctuate and could vary significantly from quarterto-quarter and year-to-year, and may fail to match the expectations of securities analysts or investors because of a variety of factors, some of which are outside of the Corporation’s control.

In particular, it is difficult to predict if, or when, revenue from one of the Corporation’s applications will begin to decline, the decay rate for any particular application (i.e., the speed at which the popularity and usage declines) and the commercial success of its platform and features. If decay rates are higher than expected in a particular quarterly period

and/or the Corporation experiences delays in the acquisition, consolidation, publishing or launch of new applications or features that it expects to offset decay rates of other applications or features, and/or new applications or features do not monetize well, the Corporation may not meet its expectations or the expectations of investors for a given quarter.

Any one of the factors referred to above or the cumulative effect of any combination of factors referred to above may result in the Corporation’s operating results being below its expectations and the expectations of securities analysts and investors, or may result in significant fluctuations in our quarterly and annual operating results, including fluctuations in the Corporation’s key performance indicators. This variability and unpredictability could result in our failure to meet the Corporation’s business plan or the expectations of securities analysts or investors for any period.

If the Corporation is unable to maintain effective internal control over financial reporting, the accuracy and timeliness of its financial reporting may be adversely affected.

Maintaining effective internal control over financial reporting is necessary for the Corporation to produce reliable financial statements. If the Corporation is unable to maintain such internal controls, or if its independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal controls, it could result in a material misstatement of the Corporation’s financial statements that would require a restatement, and investor confidence in the accuracy and timeliness of its financial reports and the market price of its common stock could be negatively impacted.

The Corporation may fail to attract new customers, and the number of customers will fluctuate, any of which will materially and adversely affect its results of operations and financial condition.

In order to acquire new users, the Corporation uses a variety of marketing channels, including advertising and online through mobile and social networks. Acquiring users can be costly and the effectiveness of such efforts can vary widely by application, geography and platform. Furthermore, the Corporation’s success of the business will depend in large part on its ability to initially and continually attract users of its applications and, on an ongoing basis, to generate revenue from existing users and migrate them to new applications and new platforms. As the Corporation’s user network will continue to evolve, it is possible that the composition of its user network may change in a manner that makes it more difficult to generate sufficient revenue to offset the costs associated with acquiring new users and retaining existing users. Additionally, the cross-promotions may be ineffective or could be restricted by platforms thereby reducing retention of the existing users. If the cost to acquire users is greater than the revenue the Corporation generates over time from those users and the Corporation cannot successfully migrate its existing users to new applications and new platforms, its business and operating results will be harmed.

The Corporation is subject to laws and regulations concerning privacy, information security, data protection, consumer protection and protection of minors, and these laws and regulations are continually evolving. The Corporation’s actual or perceived failure to comply with these laws and regulations could harm its business.

The Corporation receives, stores and processes personal information and other user data, and the Corporation enables its users to share their personal information with each other and with third parties, including on the Internet and mobile platforms. There are numerous federal, state, provincial and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data on the Internet and mobile platforms, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. In addition, in some cases, the Corporation will be dependent upon its platform providers to solicit, collect and provide information regarding its users that is necessary for compliance with these various types of regulations.

All of the Corporation’s applications are subject to its privacy policy and terms of service located in application storefronts, within its applications and on its corporate website. The Corporation generally complies with industry standards and is subject to the terms of its privacy-related obligations to users and third parties. The Corporation strives to comply with all applicable laws, policies, legal obligations and certain industry codes of conduct relating to privacy and data protection, to the extent reasonably attainable. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or the Corporation’s practices. It is also possible that new laws, policies, legal obligations or industry codes of conduct may be passed, or existing laws, policies, legal obligations or industry codes of conduct may be interpreted in such a way that could prevent the Corporation from being able to offer services to citizens of a certain jurisdiction or may make it costlier or more difficult for it to do so. Any failure or perceived failure by the Corporation to comply with its privacy policy and terms of service, its privacy-related obligations to users or other third parties, or its privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or public statements against the Corporation by consumer advocacy groups or others and could cause users to lose trust in the Corporation, which could have an

adverse effect on the business, financial condition or results of operations of the Corporation. Additionally, if third parties it works with, such as users, vendors or developers violate applicable laws or its policies, such violations may also put users’ information at risk and could in turn have an adverse effect on the business, financial condition or results of operations of the Corporation.

Cybersecurity attacks, including breaches, computer viruses and computer hacking attacks could harm the Corporation’s business, financial condition, results of operations or reputation.

Cybersecurity attacks, including breaches, computer malware and computer hacking have become more prevalent in the Corporation’s industry. Any cybersecurity breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, or the inadvertent transmission of computer viruses could adversely affect the business, financial condition, results of operations or reputation of the Corporation. The Corporation believes that it is taken reasonable steps to protect the security, integrity and confidentiality of the information collected, used, stored and disclosed, but there is no guarantee that in the future inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite its efforts in the past and in the future. The Corporation will experience hacking attacks of varying degrees from time to time, including denial-of-service attacks. Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, the Corporation may be unable to anticipate these techniques or to implement adequate preventative measures.

If an actual or perceived security breach occurs, the market perception of the Corporation’s security measures could be harmed and it could lose sales and customers and/or suffer other negative consequences to its business. A security breach could adversely affect the user experience and cause the loss or corruption of data, which could harm the Corporation’s business, financial condition and operating results. Any failure to maintain the security of the Corporation’s infrastructure could result in loss of personal information and/or other confidential information, damage to its reputation and customer relationships, early termination of its contracts and other business losses, indemnification of its customers, financial penalties, litigation, regulatory investigations and other significant liabilities. In the event of a major third-party security incident, the Corporation may incur losses in excess of its insurance coverage. Further, certain incidents that Company can experience may not be covered by the insurance coverage in place at the time.

Moreover, if a high profile security breach occurs with respect to the Corporation or another digital entertainment company, the Corporation’s customers and potential customers may lose trust in the security of its business model generally, which could adversely impact its ability to retain existing customers or attract new ones.

The Corporation plans to derive a significant portion of its revenues from advertisements and offers that are incorporated into its applications through relationships with third parties. If the Corporation is unable to continue to compete for these advertisements and offers, or if any events occur that negatively impact its relationships with advertisers, its advertising revenues and operating results would be negatively impacted.

The Corporation plans to derive a significant portion of its revenues though advertisements and offers it serves to users. The Corporation needs to maintain good relationships with advertisers to provide a sufficient inventory of advertisements and offers. Online advertising, including through mobile applications and other applications, is an intensely competitive industry. Many large companies invest significantly in data analytics to make their websites and platforms more attractive to advertisers. In order for the Corporation’s advertising business to continue to succeed, it needs to continue to demonstrate the reach of its user network and success of its advertising partners. If the Corporation’s relationship with any advertising partners terminates for any reason, or if the commercial terms of its relationships are changed or do not continue to be renewed on favorable terms, the Corporation would need to qualify new advertising partners, which could negatively impact its revenues, at least in the short term.

In addition, internet-connected devices and operating systems controlled by third parties increasingly contain features that allow device users to disable functionality that allows for the delivery of advertising on their devices. Device and browser manufacturers may include or expand these features as part of their standard device specifications. If users elect to utilize the opt-out mechanisms in greater numbers, the Corporation’s ability to deliver effective advertising campaigns on behalf of its advertisers would suffer, which could cause the Corporation’s business, financial condition, or results of operations to suffer. Finally, the revenues that the Corporation derives from advertisements and offers is subject to seasonality, as companies’ advertising budgets are generally highest during the fourth quarter and decline significantly in the first quarter of the following year, which negatively impacts the Corporation’s revenues in the first quarter.

The Corporation’s revenue and operating margins may decline. The Corporation also may incur substantial net losses in the future and may not achieve or sustain profitability.

The industry in which the Corporation operates is highly competitive and rapidly changing, and relies heavily on successful new product launches and continually introducing compelling content, products and services. As such, if the Corporation does not execute its strategy successfully or if products are delayed, the Corporation’s revenue and audience numbers may decline, and its operating results will suffer.

In addition, the Corporation’s operating margin may experience downward pressure as a result of increasing competition and the other risks discussed in this report. The Corporation expects to continue to expend substantial financial and other resources on application acquisition and consolidation as well as application and feature development and marketing. The Corporation’s operating costs will increase and its operating margins may decline if it does not effectively manage costs, launch new products and features on schedule that monetize successfully and enhance its franchise applications so that these applications continue to monetize successfully. In addition, weak economic conditions or other factors could cause the Corporation’s business to further contract, requiring it to implement significant additional cost cutting measures, including a decrease in research and development and sales and marketing, which could harm the Corporation’s long-term prospects.

In addition, as a public company, the Corporation incurs significant accounting, legal and other expenses. As a result of these expenditures, the Corporation’s profitability may take longer than anticipated to achieve. While the Corporation’s revenue is expected to grow, this growth may take longer than anticipated to realize and it may not be sustainable, and the Corporation may not achieve sufficient revenue growth in future periods to achieve or maintain profitability. In future periods, the Corporation’s revenue could decline or grow more slowly than expected. The Corporation may also incur significant losses in the future for a number of reasons, including due to the other risks described herein, and it may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors. Accordingly, the Corporation may not be able to maintain profitability, and it may incur losses in the future.

If the Corporation’s revenues do not increase to offset any additional expenses, if it fails to manage or experience unexpected increases in operating expenses or if it is required to take additional charges related to impairments or restructurings, the Corporation’s financial results and results of operations may suffer.

The Corporation’s ability to acquire and maintain licenses to intellectual property may affect its revenue and profitability. Competition for these licenses may make them more expensive and increase the Corporation’s costs.

Competition for proprietary licenses is intense, and may result in increased advances, minimum payment guarantees and royalties that the Corporation must pay to the licensor. If the Corporation is unable to obtain and remain in compliance with the terms of these licenses or obtain additional licenses on reasonable economic terms, its revenue and profitability may be adversely impacted. In addition, use of these intellectual properties may require that it pay a royalty to the licensor, which decreases its profitability. If the mix of user purchases shifts towards applications in which the Corporation uses licensed intellectual properties increases, its overall margins may be reduced.

In addition, many of the Corporation’s applications are built on proprietary source code of third parties. If the Corporation is unable to renew licenses to proprietary source code underlying its applications, or the terms and conditions of these licenses change at the time of renewal its business, financial condition or results of operations could be negatively impacted. If a third party from whom the Corporation licenses source code discontinues support for one or more of these platforms, the Corporation’s business, financial condition or results of operations could be negatively impacted.

Failure to protect or enforce the Corporation’s intellectual property rights or the costs involved in such enforcement could harm the Corporation’s business, financial condition or results of operations.

The Corporation regards the protection of its trade secrets, copyrights, trademarks, service marks, trade dress, domain names, patents, and other product rights as critical to its success. The Corporation strives to protect its intellectual property rights by relying on federal, provincial and common law rights, as well as contractual restrictions and business practices. The Corporation enters into confidentiality and invention assignment agreements with its employees and contractors and confidentiality agreements with parties with whom it conducts business in order to limit access to, and disclosure and use of, its proprietary information. However, these contractual arrangements and business practices may not prevent the misappropriation of the Corporation’s proprietary information or deter independent development of similar technologies by others. Further, in some instances the Corporation may be required to obtain licenses to intellectual property in lieu of ownership. Such licenses may be limited in scope and require the Corporation to renegotiate on a frequent basis for additional use rights. Moreover, to the extent that the Corporation may only have a license to any

intellectual property used in any of its applications, there may be no guarantee of continued access to such intellectual property, including on commercially reasonable terms.

Despite such efforts to protect intellectual property rights, unauthorized parties may attempt to copy or otherwise to obtain and use technology and applications used or offered by the Corporation. For example, some companies have released applications that are very similar to other successful applications in an effort to confuse the market and divert users from their competitor’s applications to their copycat applications. To the extent that these tactics are employed with respect to any of the applications offered the Corporation, it could reduce the revenue that the Corporation generates from such applications. Monitoring unauthorized use of the applications is difficult and costly, and the Corporation cannot be certain that the steps it has taken in the past or the future will prevent piracy and other unauthorized distribution and use of the technology and applications or applications used or offered by the Corporation. To the extent the Corporation expands its activities worldwide, exposure to unauthorized copying and use of its applications and proprietary information may increase. In the future, litigation may be necessary to enforce intellectual property rights, protect trade secrets to determine the validity and scope of proprietary rights claimed by others or to defend against claims of infringement or invalidity. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect the Corporation’s business and operating results. If the Corporation fails to maintain, protect and enhance its intellectual property rights, its business and operating results may be harmed.

There can be no assurance that the Corporation’s means of protecting its proprietary rights will be adequate or that its competitors will not independently develop similar technology or applications. Furthermore, the Corporation’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights. These steps may be inadequate to protect its intellectual property. The Corporation will not be able to protect its intellectual property if it is unable to enforce its rights or if it does not detect unauthorized use of its intellectual property.

The Corporation may be subject to intellectual property disputes, which are costly to defend and could require the Corporation to pay significant damages and could limit its ability to use certain technologies in the future.

From time to time, the Corporation may face allegations that it has infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from its competitors, non-practicing entities and former employers of its personnel. Intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the Corporation faces increasing competition and as litigation becomes a more common way to resolve disputes, the Corporation faces a higher risk of being the subject of intellectual property infringement claims. The Corporation cannot make any assurances that it will not become, in the future, subject to claims that it has misappropriated or misused other parties’ intellectual property rights. If the Corporation is sued by a third-party that claims that the Corporation’s technology infringes its rights, the litigation (with or without merit) could be expensive and could divert management resources.

If the Corporation is required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against the Corporation, such payments or costs could have a material adverse effect upon the Corporation’s business and financial results.

In addition, the Corporation uses open source software in its business and expect to continue to use open source software in the future. From time to time, the Corporation may face claims from companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require the Corporation to purchase a costly license or require the Corporation to devote additional research and development resources to change its applications, any of which would have a negative effect on the Corporation’s business, financial condition or results of operations.

The Corporation may be involved in legal proceedings that may result in adverse outcomes.

The Corporation may be involved in claims, suits, government investigations, and proceedings arising in the ordinary course of its business, including actions with respect to intellectual property claims, privacy, data protection or law enforcement matters, tax matters, labor and employment claims, commercial and acquisition-related claims, as well as shareholder derivative actions, class action lawsuits, and other matters. Such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of their outcomes, such legal proceedings can have an adverse impact on the Corporation because of legal costs, diversion of management and other personnel, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing

the Corporation from offering certain features, functionalities, products, or services, or requiring a change in its business practices, products or technologies, which could in the future materially and adversely affect the Corporation’s business, financial condition or results of operations.

The Corporation’s international operations are subject to increased challenges and risks.

Continuing to expand the Corporation’s business to attract users in countries other than Canada is a critical element of its business strategy. The Corporation expects to continue to expand its international operations in the future. The Corporation’s ability to expand its business and to attract talented employees and users in an increasing number of international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. Expanding its international focus may subject the Corporation to risks that it has not faced before or increase risks that it currently faces.

If the Corporation is unable to manage the complexity of its global operations successfully, its business, financial condition and operating results could be adversely affected. Additionally, the Corporation’s ability to successfully gain market acceptance in any particular market is uncertain, and the distraction of its senior management team could harm the Corporation’s business, financial condition or results of operations.

Companies and governmental agencies may restrict access to platforms, the Corporation’s website, mobile applications or the Internet generally, which could lead to the loss or slower growth of the Corporation’s user base.

The Corporation’s users generally need to access the Internet and in particular platforms such as Apple and Google and the Corporation’s website to use its platform. Companies and governmental agencies could block access to the Corporation’s website, mobile applications or the Internet generally for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit employees from accessing Apple and Google and the Corporation’s website or other social platforms. If companies or governmental entities block or limit such or otherwise adopt policies restricting users from using the Corporation’s applications, its business could be negatively impacted and could lead to the loss or slower growth of its user base.

The Corporation may require additional capital to meet its financial obligations and support business growth, and this capital might not be available on acceptable terms or at all.

The Corporation intends to make significant investments to support its business growth and may require additional funds to respond to business challenges. Accordingly, the Corporation may need to engage in equity or debt financings to secure additional funds. If the Corporation raises additional funds through future issuances of equity or convertible debt securities, its existing shareholders could suffer significant dilution, and any new equity securities the Corporation issues could have rights, preferences and privileges superior to those of holders of its Common Shares. Any debt financing that the Corporation secures in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Corporation may not be able to obtain additional financing on terms favorable to it, if at all. If the Corporation is unable to obtain adequate financing or financing on terms satisfactory to the Corporation when the Corporation requires it, the Corporation’s ability to support its business growth and to respond to business challenges could be significantly impaired, and the Corporation’s business, financial condition or results of operations may be harmed.

PART III – PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

1. Financial Statements

The audited consolidated financial statements of the Corporation for the years ended December 31, 2023, and December 31, 2022, and the auditors' report thereon accompanying this Circular shall be placed before the Shareholders at the Meeting for their consideration.

No formal action shall be taken at the Meeting to approve the financial statements, which have been approved by the Board in accordance with applicable corporate and securities legislation. Any questions regarding the financial statements may be brought forward at the Meeting.

2. Fix Number of Directors to be Elected at the Meeting

Shareholders of the Corporation shall be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected at the Meeting.

At the Meeting, the Shareholders shall be asked to fix the number of directors to hold office until the next annual general meeting or until their successors are elected or appointed at three (3).

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the ordinary resolution fixing the number of directors to be elected at the Meeting at three (3).

Approval of the number of directors to be elected at the Meeting must be passed by a majority of the votes cast by Shareholders at the Meeting.

3. Election of Directors

The term of office of each of the present directors expires at the Meeting. Management of the Corporation proposes to nominate the persons named below for election as directors of the Corporation at the Meeting, each to serve until the next annual meeting of the Shareholders of the Corporation, unless his or her office is earlier vacated.

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote in favour of the election as directors of the three (3) directors listed below.

The following table sets forth the name of each of the persons proposed to be nominated for election as a director, all positions and offices in the Corporation presently held by such nominee, the nominee's municipality of residence, principal occupation at the present and during the preceding five years, the period during which the nominee has served as a director, and the number and percentage of shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised, as of the date hereof.

Name, Jurisdiction of Residence and Position	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years	Director since	Number of shares beneficially owned, directly or indirectly, or Controlled or directed (1)
Mark Itwaru(2) Toronto, Ontario President, Chief Executive Officer and Director	President, Chief Executive Officer and Chairman of the Board of Directors of Personas Social Incorporated.	2015	181,393,007
William Lavin(2) Toronto, Ontario Chief Financial Officer and _Director _	President of Terrific Corporation, a software development firm Mr. Lavin founded in 2000.	2015	89,431

Name, Jurisdiction of Residence and Position	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years	Director since	Number of shares beneficially owned, directly or indirectly, or Controlled or directed (1)
James Westlake(2) Toronto, Ontario Director	Mr. Westlake was formerly a member of the Royal Bank of Canada’s (RBC) Group of Executives, being one of nine executives responsible for setting the overall strategic direction for RBC. Retired after 35 years in the financial services industry. His previous role was serving as Group Head, International Banking and Insurance, leading the retail and commercial banking activities in Canada; RBC Dominion Securities and RBC Asset Management.	2017	289,015

Notes:

(1) The information as to the number of Common Shares beneficially owned, not being within the knowledge of the Corporation, has been furnished by the respective nominees. These figures do not include any securities that are convertible into or exercisable for Common Shares. (2) The Corporation's audit committee is currently comprised of Messrs. Lavin, Westlake and Itwaru.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no director or proposed director of the Corporation is, or has been within the past ten years, a director or officer of any other company that, while such person was acting in that capacity:

(i) was the subject of a cease trade or similar order or an order that denied the Corporation access to any exemptions under securities legislation for a period of more than 30 consecutive days;
(ii) was subject to an event that resulted, after that individual ceased to be a director or officer, in the Corporation being the subject of a cease trade or similar order or an order that denied the Corporation access to any exemptions under securities legislation for a period of more than 30 consecutive days; or
(iii) within a year of that individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Effective on September 9, 2019, the Ontario Securities Commission (“ OSC ”) issued a Cease Trade Order (“ 2019 CTO ”) against the Corporation for failure to file the audited annual financial statements for the year ended February 28, 2019, related management's discussion and analysis and CEO and CFO certifications. As a result, the Corporation received notice from the TSXV that trading in the Corporation’s securities had been suspended. The CTO effective September 9, 2019, issued by the OSC was lifted as of November 1, 2019 and the TSXV reinstated trading of the Corporations securities.

Effective on May 6, 2022 the OSC issued a new Cease Trade Order (“ 2022 CTO ”) against the Corporation for failure to file the audited annual financial statements for the year ended December 31, 2021, related management's discussion and analysis and CEO and CFO certifications. As a result, the Corporation received notice from the TSXV that trading in the Corporation’s securities had been suspended and trading in the Corporation’s securities may only be reinstated once the Corporation has received a full revocation of the cease trade order from the OSC. The Corporation applied to the TSXV for reinstatement of trading of its securities and applied to the OSC for a full revocation of the 2022 CTO. On February 7, 2023 the 2022 CTO was fully revoked and on February 14, 2023 the Corporation’s Common Shares were reinstated and began trading on the TSXV.

Individual Bankruptcies

No director or proposed director of the Corporation is or has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

No director or proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority. No director or proposed director of the Corporation has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Conflicts of Interest

The directors and officers of the Corporation may, from time to time, be involved with the business and operations of other issuers, in which case a conflict of interest may arise between their duties as officers and directors of the Corporation and as officer and directors of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such procedures and remedies, as applicable, under the Business Corporations Act (Alberta).

4. Appointment of Auditors

Unless otherwise directed, the management designees named in the accompanying instrument of proxy intend to vote in favour of the re-appointment of Zeifmans LLP, Chartered Accountants as auditors of the Corporation, to hold office until the close of the next annual meeting, at a remuneration to be determined by the board of directors of the Corporation. Zeifmans LLP were appointed as auditors of the Corporation in February 2021. Approval of the appointment of the auditors will require the affirmative votes of the holders of not less than half of the votes cast in respect thereof by Shareholders present in person or by proxy at the Meeting.

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the ordinary resolution to appoint the Auditors of the Corporation and fix their remuneration.

5. Approval of Stock Option Plan

Pursuant to Policy 4.4 of the TSX Venture Exchange (the "Policy"), corporations that have a fixed stock option plan reserving a maximum of 20% of the issued and outstanding shares of the Corporation as of the Record Date must receive shareholder approval of the stock option plan at the time the stock option plan is fixed and at such time as the number of listed shares issuable under the stock option plan is amended. The directors of the Corporation have approved the Stock Option Plan in the form attached hereto as Appendix B. The TSX Venture Exchange requires the Stock Option Plan to be approved by the shareholders of the Corporation and the TSX Venture Exchange.

The number of shares reserved for issuance under the Stock Option Plan previously approved by Shareholders of the Corporation was fixed at 55,762,003 Shares. The Corporation is proposing that the number of Shares reserved for issuance under the Stock Option Plan be fixed at 69,431,205 Shares, calculated as 20% of the issued and outstanding shares as at the Record Date.

Management of the Corporation will place before the Meeting the following resolution relating to the approval of the Stock Option Plan:

"BE IT RESOLVED THAT:

the number of shares reserved for issuance under the Stock Option Plan be fixed at 69,431,205 common shares;
the Stock Option Plan of the Corporation be and is hereby ratified and approved in substantially the form attached as Appendix B to the Management Proxy Circular prepared for the purposes of this Meeting;
any director or officer be and is hereby authorized to amend the Stock Option Plan should such amendments be required by applicable regulatory authorities including, but not limited to, the TSX Venture Exchange;
any director or officer be and is hereby authorized to execute and deliver all such deeds, documents and other writings and perform such acts as may be necessary in order to effect the Stock Option Plan and the board of

directors of the Corporation from time to time, be authorized to grant options in the capital stock of the Corporation pursuant to and in accordance with the provisions with the Stock Option Plan; and

notwithstanding the approval of the shareholders of the Corporation as herein provided, the board of directors of the Corporation may, in its sole discretion, revoke this resolution before it is acted upon, without further approval of the shareholders of the Corporation."

*As the Stock Option Plan allows for the possibility of the aggregate number of shares reserved for issuance under stock options granted (i) to any one Optionee may exceed 5% of the total number of issued and outstanding Shares, within a 12 month period, on a non-diluted basis, if disinterested shareholder approval was obtained for this Plan; and (ii) to “Insiders” as a group may exceed 10% of the total number of issued and outstanding Shares, at any point in time or within any 12 month period, on a non-diluted basis, if disinterested shareholder approval was obtained for this Plan – the Stock Option Plan resolution must be passed by a majority of the votes cast by disinterested Shareholders at the Meeting, which shall exclude the votes attributable to Shares over which insiders of the Corporation have ownership or control. Votes relating to a total of 181,771,453 common shares held by insiders, or over which insiders have control, are expected to be excluded from the calculation of whether the Stock Option Plan resolution is passed by a majority of the votes cast by the disinterested Shareholders at the Meeting.

The approval by Shareholders requires a favourable vote of a majority of the Common Shares voted in respect thereof at the Meeting. The TSX Venture Exchange requires such approval before it will allow the adoption of the Stock Option Plan. Options to purchase Common Shares that were previously granted to directors, officers and employees of the Corporation will be deemed to be granted under the Plan.

Unless otherwise directed, it is the intention of the Management Designees named in the accompanying Instrument of Proxy to vote "FOR" the ordinary resolution to adopt and re-approve the Stock Option Plan.

6. The Transaction – Sale of the Peeks Assets Being All or Substantially All of the Assets of the Corporation to a Related Party

Background to the Peeks Disposition Transaction

In the second half of 2023, the Board of Directors of the Corporation reviewed option for capital financings for the Corporation. Upon review, the Board of Directors decided it would be in the best interests of the Corporation to dispose of its Peeks Assets to provide better financing opportunities to the Corporation due to certain content matters associated with the Peeks Assets.

Mr. Mark Itwaru, Chairman and CEO of the Corporation expressed interest in the acquisition of the Peeks Assets and the Board of Directors, after consultation with advisors and its management, initiated informal discussions with Mr. Mark Itwaru regarding the potential purchase of the Peeks Assts by a company controlled by Mr. Itwaru, known as Mii.TV (the “ Transaction ”). Mii.TV is a “related party” of the Corporation as that term is defined in Multilateral Instrument 61101- Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) by virtue of it Mark Itwaru, Chairman, CEO, an Insider and ‘control person’ of the Corporation and Mr. Itwaru being the sole director and an officer of Mii.TV.

Special committee

As the Transaction will be deemed to be a ‘related party transaction’, on January 8, 2024, a special committee (the " Special Committee ") comprised of Board members, being Mr. James Westlake (independent director of the Corporation) and Mr. Bill Lavin (CFO and director of the Corporation. Both Mr. James Westlake and Bill Lavin are independent of, and have no interest in or have a related party relationship to Mii.TV. The Special Committee was formed to explore and seek to negotiate the potential disposition of the Peeks Assets of the Corporation to Riavera, Mii.TV or an affiliate of these entities. See PART II – Information Concerning The Corporation – General Development of the Business. The Special Committee determined that the Transaction may also be considered a sale of all or substantially all of the assets of the Corporation, and as such it would require a special majority of at least two-thirds (66 2/3) of the votes cast by disinterested shareholders at the meeting to approve it and dissent rights would be provided to the shareholders for this Transaction. The Special Committee declined to obtain independent legal counsel to advise on the Transaction.

Engagement of Independent Advisors and The Fairness Opinion

The Special Committee formally retained Lynch & Associates (“ L&A ”) in December 2023, to act as an independent advisor to the Committee and to prepare and deliver a Fairness Opinion Report dated August 19, 2024 in respect of the fairness of the Transaction, from a financial point of view, to the Corporation’s shareholders other than Riavera, Mii.TV and Mark Itwaru (the “ Fairness Opinion ”). In the Fairness Opinion, L&A outlines the fair market value of 100% of the Peeks Asset at March 31, 2024, at $3.9 million to $4.7 million with a midpoint of $4.3 million.

A complete copy of the Fairness Opinion is attached to this Circular at Appendix C, and is subject to the assumptions and limitations contained therein and should be read in its entirety. The Fairness Opinion addresses only the fairness of the Transaction to the Shareholders of the Corporation, from a financial point of view, and was prepared for the information of the Board of Directors and Special Committee in connection with its consideration of the Transaction and any recommendation to the Shareholders with respect to the Transaction that the Board of Directors may make. The Fairness Opinion cannot be relied upon by any party beyond the TSXV or the Corporation and its affiliates, and does not constitute a recommendation to any Shareholder as to how such Shareholder should vote at the Meeting. The Corporation was required to provide formal evidence of value for this Transaction in accordance with the – requirements of Exchange Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions . However, the Corporation did not present the evidence of value in the form required by the Exchange. As a result, the Exchange has been asked to grant acceptance of the Transaction without the formal evidence of value, based on the fact that the consideration to be received by the Corporation has been approved by disinterested shareholders, and the Exchange has granted a waiver for such request, as long as the disinterested shareholders approve the Transaction and its value.

In preparing the Opinion, L&A relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by the Corporation. L&A has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Fairness Opinion was also used.

The views expressed in the Fairness Opinion were an important consideration for the Special Committee and the Board of Directors of the Corporation in their decision to proceed with the Transaction.

Negotiations and Deliberation of the Transaction

On April 24, 2024, the Special Committee was provided with a summary memo regarding the details of the Transaction and the Fairness Opinion from L&A. During the period from April 24, 2024 to April 29, 2024 2024, the Special Committee undertook a comprehensive review of the proposal. On May 7, 2024, the Special Committee reviewed a letter of intent for the Transaction and commenced discussions and negotiations with Mr. Mark Itwaru, CEO of Riavera.

On May 7, 2024, Mr. Mark Itwaru reviewed the letter of intent between the Corporation and Riavera. In March and April 2024, Mr. Lavin and Mr. Westlake of the Special Committed acknowledged that they understood that the Transaction was a related party transaction and that it would require the approval of disinterested shareholders and that a valuation or fairness opinion was being prepared and that the Special Committee had fiduciary duties owed to the Corporation.

On May 8, 2024, the Corporation entered into a letter of intent (the " LOI ") with Riavera to sell the Peeks Assets, and on July 29, 2024 the Corporation and Riavera agreed to update and enter into the LOI to revise the transaction deal terms and to replace the purchaser entity from Riavera to Mii.TV, which is another private corporation owned and controlled by Mr. Mark Itwaru. The revised LOI is structured so that the Corporation will sell 100% of the Peeks Assets to Mii.TV for the Purchase Price and the Purchase Price will be paid as follows: 50% of the Purchase Price will be paid on closing and made up of the assumptions of certain debts and a cash payment (See “ Conditions to the Transaction - Transaction Purchase Price & Payment of the Same”) , and the remaining 50% of the Purchase Price will be paid over the course of the next 36 months, with no interest or security provided to the Corporation during this period, with 16.6% of the Purchase Price ~$756,666 being paid on or before the first anniversary of the closing of the Transaction, 16.6% of the Purchase Price ~$756,666 being paid on or before the second anniversary of the closing of the Transaction and the remaining 16.8% of the purchase price ~$756,668 to be paid within 36 months from the date of closing of the Transaction, subject to the following adjustments as agreed to by the parties – following the closing of the sale of the Peeks Assets from the Corporation to Mii.TV, that if Mii.TV decides or is compelled to cease to operate, indefinitely, all or a substantial portion of the Peeks Assets or the business utilizing the Peeks Assets, and the Corporation in good faith and acting reasonably in writing agrees with such determination, due to, with or without limitation, third party matters, regulatory decisions or rulings, banking constraints imposed on the business or the Peeks Asset or other significant impairments to the business of the Peeks Asset, Mii.TV shall only be required to pay a pro-rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Assets ceased to operate following closing of the Transaction.

As of the date of this Circular, Mii.TV holds no shares in the Corporation.

On August 19, 2024 the Corporation entered into the Transaction Agreement with Mii.TV, for the sale of the Peeks Assets.

Reasoning and Analysis of the Special Committee

The summary view of the Special Committee is that, in their best business judgement, the Transaction is in the best interests of the Corporation because it removes the Peeks Assets from the Corporation’s portfolio and its content related matters and with this removal it is expected that the Corporation will solicit further options and interest in terms of capital financing(s) for the Corporation and will allow the Corporation to focus on the development of its New Keeks web and app based platform. The Transaction further provides for 50% of the Purchase Price to be paid on closing and made up of the assumptions of certain debts and a cash payment (See “ Conditions to the Transaction - Transaction Purchase Price & Payment of the Same”) , and the remaining 50% of the Purchase Price will be paid over the course of the next 36 months, with no interest or security provided to the Corporation during this period, with 16.6% of the Purchase Price ~$756,666 being paid on or before the first anniversary of the closing of the Transaction, 16.6% of the Purchase Price ~$756,666 being paid on or before the second anniversary of the closing of the Transaction and the remaining 16.8% of the Purchase Price ~$756,668 to be paid within 36 months from the date of closing of the Transaction, subject to the following adjustments as agreed to by the parties – following the closing of the sale of the Peeks Assets from the Corporation to Mii.TV, that if Mii.TV decides or is compelled to cease to operate, indefinitely, all or a substantial portion of the Peeks Assets or the business utilizing the Peeks Assets, and the Corporation in good faith and acting reasonably in writing agrees with such determination, due to, with or without limitation, third party matters, regulatory decisions or rulings, banking constraints imposed on the business or the Peeks Asset or other significant impairments to the business of the Peeks Asset, Mii.TV shall only be required to pay a pro-rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Assets ceased to operate following closing of the Transaction.

The Special Committee and Board of Directors believe that the disposition of the Peeks Assets should provide more clarity to the marketplace that the Corporation will eliminate certain financial obligations (i.e. debts) as certain debt amounts will be assumed by Mii.TV as part of the Purchase Price. The Special Committee has relied upon its business judgement which was confirmed by the Fairness Opinion that the pricing and terms of the Transaction are reasonable and fair.

In making their respective determinations and recommendations, the Special Committee and the Board also observed that a number of procedural safeguards were and are present to permit the Special Committee and the Board to represent effectively the interests of the Corporation and the shareholders, other than Mr. Mark Itwaru, Riavera and Mii.TV’s, and the Corporation’s other stakeholders, including, among others:

The evaluation and negotiation process was conducted by the Special Committee, being Board members (Mr. Bill Lavin and Mr. Jim Westlake) who are independent of Mr. Mark Itwaru, Riavera and Mii.TV. Mr. James Westlake is an independent director of the Corporation and Mr. Bill Lavin is the CFO and director of the Corporation. Both Mr. James Westlake and Bill Lavin are independent of, and have no interest in or have a related party relationship to Mii.TV. The Special Committee met regularly with management to discuss the Transaction.
The Transaction was approved by the independent directors (Special Committee) of the Corporation in accordance with MI 61-101.
The requirement for approval by a majority of the minority of the votes cast on the resolution by shareholders who vote at the Meeting, excluding for this purpose votes attached to the Common Shares held by Mr. Mark Itwaru and Riavera, as provided by MI 61-101 will be strictly adhered to and Mii.TV holds no shares in the Corporation.
L&A was retained to provide a valuation and fairness opinion. The fee payable to L&A was not contingent on the completion of the Transaction and such fee is payable to L&A in respect of the fairness opinion irrespective of the substance or conclusions of the fairness opinion.
The Special Committee elected to waive independent legal advice but there was no interference from Mr. Mark Itwaru, Riavera or Mii.TV or their representatives on the independent directors approving the Transaction or the Special Committee recommending to approve the transaction.

While the Transaction, as a ‘related party transaction’ and the approval by a majority of the minority itself does not trigger dissent rights, the consideration that this sale may be considered a sale of all or substantially all of the asset of the Corporation provides for dissent rights and provide that any registered shareholders who oppose this sale of all or

substantially all of the assets of the business, upon compliance with certain conditions, may exercise dissent rights and, if ultimately successful, receive the fair value of their Common Shares. Accordingly, dissent rights are available in connection with the Transaction. See “ RIGHTS TO DISSENT TO THE TRANSACTION”.

Concerns and Dissenting Views of the Special Committee

Throughout the negotiation of the Transaction, the members of the Special Committee retained the view that the Transaction remained desirable and that the agreed upon final pricing terms were fair and that the terms of the Transaction were appropriate and consistent with arm’s length transactions of similar size and scope.

There were no dissenting views among the members of the Special Committee.

Control Person

The Special Committee did recognize that Mr. Itwaru already owns approximately 181,393,007 common shares or 52.25% of the outstanding Common Shares of the Corporation and as a result, Mr. Mark Itwaru already had an ability to have significant impact on determining who the directors of the Corporation will be and could have significant influence over most matters that require approval by the Corporation’s shareholders, including the approval of significant corporate transactions, even if other shareholders oppose them, and this Transaction would not change his shareholdings. This concentration of ownership might also have the effect of delaying or preventing a change of control of the Corporation that other shareholders may view as beneficial. As such, the Committee felt that the already present concentration of control does not introduce a new category of risk to minority shareholders.

Consideration of Alternatives

Given the unique nature of the Transaction, the alternative consideration was to maintain the status quo and undertake no transaction with Mii.TV or its affiliates. This option was a consideration throughout the Special Committee’s deliberations. The Special Committee expended efforts to compare the status quo and holding the Peeks Assets with the long term strategic and economic value of acquiring disposing of them and focusing on the Corporations New Keeks product. It was determined that the Transaction provided significant advantages to the Corporation over the long term as compared to the status quo (as discussed above).

Fairness Opinion, Valuation Opinion, and Role of the Financial Advisor

L&A was retained by the Special Committee to act as an independent advisor to the Committee and to prepare and deliver a valuation report (“ Valuation Report ”) and opinion dated August 19, 2024, in respect of the fairness of the Transaction, from a financial point of view, to the Corporation’s shareholders other than Riavera and Mr. Itwaru (the “ Fairness Opinion ”). L&A was compensated on the basis of a fixed fee, agreed upon in advance of their engagement and were not provided any form of contingent compensation tied to success or completion or approval of the Transaction. The Special Committee believed that a fixed fee without any amounts contingent on approval or completion of the Transaction would ensure that the fee structure did nothing to compromise L&A’s independence. There existed no economic or personal relationship between L&A and the Special Committee or any of the parties to the Transaction. The Corporation was required to provide formal evidence of value for this Transaction in accordance with the requirements – of Exchange Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions . However, the Corporation did not present the evidence of value in the form required by the Exchange. As a result, the Exchange has been asked to grant acceptance of the Transaction without the formal evidence of value, based on the fact that the consideration to be received by the Corporation has been approved by disinterested shareholders, and the Exchange has granted a waiver for such request, as long as the disinterested shareholders approve the Transaction and its value.

The views expressed in both the Valuation Report and the Fairness Opinion were an important consideration for the Special Committee in their decision to recommend that the Corporation proceed with the Transaction. In considering fairness, from a financial point of view, L&A considered the Transaction from the perspective of the disinterested shareholders, as a group, and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations. The valuation methodologies used by L&A were the same in both the Fairness Opinion and the Valuation Report. The Committee was comfortable that L&A has conducted a thorough review of available valuation methodologies and had exercised its professional expertise in applying these valuation methods.

The Valuation Report provided an estimate for the fair market value of 100% of the Peeks Assets as at March 31, 2024, of between $3.9 million to $4.7 million with a midpoint at $4.3 million.

The Special Committee reviewed and placed weight on the following elements common to both the Fairness Opinion and the Valuation Report. L&A believed it was appropriate to value the Peeks Assets on a going concern basis. A going concern approach was deemed appropriate given the Peeks Assets are generating revenue. Given the status of the Peeks Assets at the valuation date (the “ Valuation Date ”) it was the view of L&A that the most appropriate approaches in determining the range of the fair market value of the Peeks Assets at the Valuation Date was using the income approach and specifically the discounted cash flows (“ DCF ”) approach (of with L&A ultimately utilized the DCF as its methodology for the Valuation Report):

Under the DCF method, business enterprise value (“ BEV ”) is determined by discounting the Corporation’s discretionary forecast cash flows with an appropriate discount rate, approximated by the Peeks Assets weighted average cost of capital (“ WACC ”). A company’s/business unit’s WACC is an expression of the rate of return required by notional purchasers to compensate them for the time value of their money, as well as the risk inherent in the particular investment. It contains no implicit expectations of growth as these expectations are reflected explicitly in the projected discretionary cash flows. Taking into consideration the operating and investing activities required for the Peeks Assets to meet its forecasts, the resulting residual cash flow was, in theory, discretionary to the Peeks Assets sources of capital. L&A’s calculation of the fair market value of the assets began with a determination of the Peeks Assets discretionary cash flow forecast, followed by a determination of the Peeks Assets WACC.

L&A acknowledged there was also a variety of other confirmation approaches. This was important to the Special Committee as it demonstrated the comprehensive nature of the approach taken by L&A. In this regard, L&A examined and considered the following traditional valuation approaches, but were unable to use any of them:

(1) Income Approach. Under the income-based approach, the value of the Corporation is determined as the present value of the expected income generation in the future. This method relies on earning normalization, cash flow estimation, and precise determination of the required rate of return to ensure an accurate intrinsic value of the Corporation. This approach has multiple forms, including free cash flow to equity, free cash flow to firm, and residual income calculation. Valuation under this approach is sensitive to the require rate of return. Estimation of the correct required rate of return can be challenging because there are multiple factors to consider, including the Corporation size, leverage, management risks, and government benchmark yields. For acquisitions and equity financing, having a controlling stake can also influence the final discount rate. The cost of capital is based on reasonable macroeconomic and company-specific estimates.
(2) Market Comparison Approach. Under this method, value of a company is derived via direct comparisons to public companies and acquired enterprises. Because the market approach relies on data from actual market transactions, it is the preferred method of valuation in court litigation. One form of the method establishes a value based on the observed multiples from trading activity of public companies, adjusted for the difference in relative risks and growth prospects. Another form of the method relies on pricing multiples derived from the acquisition of previous private companies. The primary challenge to this method is finding the appropriate companies for comparisons and accurately assessing their pricings. Each individual company may operate in a slightly different line of business and have different risks and growth prospects. Risk factors include leverage, form of operations, current operating status, management capabilities, life cycle, and size differences. By taking the risk-adjusted average of historical transactions, we should get a general estimate of the pricing range of the target.
(3) Asset-based Approach. The principle underlying the asset-based approach is that the value of the enterprise is equal to the fair asset value less the fair value of its liabilities. This approach is generally not used for going concern, due to limited data to directly value intangible assets such as customer relationships, supplier contracts, brands, etc. However, when the Corporation has ceased operations and its value as a going concern is lower than its net asset value, asset based approach may be useful to evaluate the potential liquidation value of such company. Resources and financial companies may also use asset-based approach because the bulk of their balance sheet is in tangible and marketable assets.

The Committee was comfortable that L&A conducted a thorough review of available valuation methodology and had exercised its professional expertise in applying these valuation methods. A complete copy of the Valuation Report and Fairness Opinion is attached hereto as Appendix C, and is subject to the assumptions and limitations contained therein and should be read in its entirety . The Fairness Opinion addresses only the fairness of the transaction to the Shareholders of the Corporation, other than Mr. Mark Itwaru and Riavera, from a financial point of view, and was prepared for the information of the Special Committee and the Board of Directors in connection with its consideration of the Transaction and any recommendation to the shareholders with respect to the Transaction that the Board of Directors may make.

Votes Excluded

To the knowledge of the Corporation, after reasonable inquiry, votes attached to a total of 181,393,007 Common Shares (representing in the aggregate approximately 52.25 % of the issued and outstanding Common Shares) will be excluded in determining whether minority approval for the proposed related party transaction is obtained. The Common Shares to be excluded are held as follows:

Shareholder Name	Number of Common Shares Held	Percentage of Common Shares Held on a non-diluted basis
Riavera Corp.(1)	61,958,860	17.8%
Mark Itwaru	119,434,147	34.4%

Note:

Ownership Following the Transaction

To the knowledge of the directors and officers of each of the Corporation, no persons will beneficially own, directly or indirectly, or exercise control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Corporation after the closing of the Transaction, except as follows:

Name and municipality of residence	Type of ownership	Number of common shares upon completion of the Transaction	% of common shares
Mark Itwaru Toronto, Ontario	Registered and beneficial Owner including Control or direction(1)	181,393,007	52.25%
Total Issued and Outstanding Shares		347,156,025	100%

Note:

(1) Represents the common shares of the Corporation expected to be held by Mark Itwaru and Riavera following closing of the Transaction.

While Mr. Itwaru is currently a “control person” for the purposes of applicable securities legislation, holding approximately 181,393,007 Common Shares or 52.25% of the Common Shares and his ability to sell his shares is restricted. Upon completion of the Transaction, Mr. Itwaru will beneficially own or have control and direction over 181,393,007 Common Shares or 52.25% common shares of the Corporation. This ownership position, being over 50% of the outstanding voting Common Shares, provides Mr. Itwaru with the sole ability to determine who is elected as directors of the Corporation. As a majority shareholder, there may be conflicts of interest that arise between Mr. Itwaru and the Corporation, however this is no different than the ownership position of Mr. Itwaru prior to the Transaction.

Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions

By virtue of TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions , the Corporation is subject to the requirements of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). MI 61-101 regulates certain transactions to ensure protection and fair treatment of minority securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding “interested parties” or “related parties”, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors.

The protections of MI 61-101 generally apply to “related party transactions” (as defined in MI 61-101), a transaction between an issuer and a related party of the issuer. A “related party” includes directors, executive officers and shareholders holding over 10% of the issued and outstanding shares of the issuer. The Transaction is considered a “related party transaction” under MI 61-101 since Mii.TV is controlled by Mark Itwaru, a related party to the Corporation. Mark Itwaru is a related party to the Corporation by virtue of being an insider of the Corporation, as a director and officer of the Corporation, and pursuant to holding, directly or indirectly, in excess of 10% of the equity of the Corporation. In addition, Mark Itwaru and Riavera is an existing “Control Person” of the Corporation within the meaning of the rules and policies of the TSX Venture Exchange, and is a significant shareholder of the Corporation and a related party to the

Corporation. Accordingly, the proposed transaction between the Corporation and Mii.TV would be considered a "relatedparty transaction" pursuant to the rules of the TSX Venture Exchange and MI 61-101, and the transaction is subject to minority shareholder approval and valuation requirements, as well as TSX Venture Exchange approval, however, the Corporation is exempt from the valuation requirements. See “ Related Party Benefit and Ownership of Securities ” below.

The Corporation is not required to obtain a formal valuation under MI 61-101 as it is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 4.4(a) of MI 61-101 on the basis that the Common Shares are listed on the TSXV. The Corporation was required to provide formal evidence of value for this Transaction in accordance with the requirements of Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions . However, the Corporation did not present the evidence of value in the form required by the Exchange. As a result, the Exchange has been asked to grant acceptance of the Transaction without the formal evidence of value, based on the fact that the consideration to be received by the Corporation has been approved by disinterested shareholders, and the Exchange has granted a waiver for such request, as long as the disinterested shareholders approve the Transaction and its value.

Special Committee (Composition and Mandate)

In recognition of the related party elements to the Transaction, the Corporation established the Special Committee of its Board of Directors on January 8, 2024, consisting of directors of the Transaction being Mr. Bill Lavin and Mr. James Westlake, to explore and negotiate the disposition of the Peeks Asset to Riavera, Mii.TV or its affiliates. Mr. James Westlake is an independent director of the Corporation and Mr. Bill Lavin is the CFO and director of the Corporation. Both Mr. James Westlake and Bill Lavin are independent of, and have no interest in or have a related party relationship to Mii.TV. Mr. Itwaru recused himself from the negotiations as a result of his interest in Personas.

The mandate of the Special Committee was to evaluate the Transaction and to consider potential alternatives including, without limitation, maintaining the status quo. In addition, the Committee was charged with ensuring that the terms of the Transaction were negotiated in a manner which provided protection to minority shareholders. The Committee was comprised of Messrs. Bill Lavin and James Westlake, each of whom were independent of the Transaction, and it was chaired by Mr. Lavin.

The Special Committee received the independent Fairness Opinion. See “ Fairness Opinion ” above. The Special Committee considered and relied upon a number of substantive factors and considered a variety of uncertainties, risks and other potentially negative factors concerning the Transaction. Having undertaken a thorough review of, and carefully considered, information concerning Mii.TV and the Transaction, the Special Committee determined that the Transaction is in the best interests of the Corporation and is fair, from a financial point of view, to the Shareholders.

Recommendation of the Board of Directors

The Board of Directors, excluding Mr. Mark Itwaru based upon their own investigations, including their consideration of the Fairness Opinion has unanimously: (i) determined that the Transaction is in the best interest of the Corporation and the Shareholders, excluding Mr. Mark Itwaru and Riavera, (ii) approved the Transaction and the entering into of the Transaction Agreement; and (iii) determined to unanimously recommend that the Shareholders vote in favour of the Transaction Resolution (defined below).

The Transaction Agreement

On August 19, 2024 the Transaction Agreement was entered into between the Corporation and Mii.TV for the disposition of the Peeks Asset. The following summary of the Transaction Agreement is qualified in its entirety by the text of the Transaction Agreement, a copy of which is attached hereto as Appendix A to this Circular and which will be filed by the Corporation with the Canadian securities regulatory authorities and be available at www.sedarplus.com.

Representations, Warranties and Covenants

The Transaction Agreement contains customary representations and warranties made by each of the parties in respect of the respective assets, liabilities, financial position, business and operations of the Corporation and Mii.TV. The Corporation also provided covenants in favour of the Corporation in the Transaction Agreement which govern the conduct of the operations and affairs of the Peeks Assets prior to the Closing Date, and which require the Corporation to operate the Peeks Assets in the ordinary course of business and in line with customary business operations for this type of industry.

Conditions to the Transaction

The Transaction Agreement contains certain conditions to the obligations of the parties to complete the Transaction. Unless all of such conditions are satisfied or waived by the party or parties for whose benefit such conditions exist, the Transaction will not be completed. The following is a summary of the significant conditions contained in the Transaction Agreement:

(a) upon Closing, all regulatory requirements have been or are capable of being satisfied, including satisfaction of the requirements of the TSXV and the TSXV shall have provided its approval or conditional acceptance of the Transaction;
(b) the majority shareholders of Mii.TV shall not have revoked their consent to the Transaction and related agreements between Mii.TV and the Corporation and all such parties will have taken all corporate proceedings or other steps required to carry out their obligations under the Transaction Agreement;
(c) the Corporation shall have taken all corporate proceedings or other steps required to carry out its obligations under the Transaction Agreement;
(d) there shall be no order of any governmental authority or no action or proceeding will be pending or threatened that has the effect of preventing completion of the Transaction or restraining the Corporation from disposing of the said assets to Mii.TV; and
(e) no greater than 5% of the outstanding common shares shall have exercised Dissent Rights in respect of the Transaction and these dissent rights have not been withdrawn as of the date prior to effecting the Transaction, and this condition is subject to the satisfaction or waiver by the board of directors of the Corporation, at their sole and absolute discretion.

The Transaction is structured as an asset purchase and sale and, as a result, the Transaction does not constitute a reverse take-over under applicable securities laws or TSXV Policies, with the exception that the Transaction will constitute a Reviewable Transaction as defined under the policies of the TSXV.

Immediately after the completion of the Transaction, on a non-diluted basis, the holders of Riavera and Mark Itwaru will own approximately 181,393,007 Common Shares or 52.25% of the Common Shares of the Corporation. The Transaction Agreement provides for a Purchase Price of $4,540,000 to the Corporation.

Transaction Purchase Price & Payment of the Same

The Peek Disposition Transaction Purchase Price is $4,540,000, has been negotiated between the Corporation and Mii.TV and based on the midpoint value of the Peeks Asset from the Valuation Report. The Corporation on closing of the Transaction shall receive $53,000 in cash from Mii.TV, subject to adjustments on closing and due to the following adjustments following closing as set out in the Transaction Agreement:

Purchase Price: $4,540,000

Cash Payment on Closing: $53,000
This amount is the additional cash amount to balance the transaction to the total adjusted Purchase Price.
Payment on Closing: $2,270,000, made up of the following debt assumptions:
Accounts Payable: ($1,056,280)
Customer Deposits: ($1,160,720)
- This amount represents customers that are owed cash, but that have not yet been paid by the Corporation
Remaining Purchase Price: $2,270,000 to be paid as follows:
$756,666 within 12 months of closing of the Transaction;
o $756,666 within 24 months of closing of the Transaction; o $756,668 within 36 months of closing of the Transaction;

The Peeks Disposition Transaction is structured so that the Corporation will sell 100% of the Peeks Assets to Mii.TV for the Purchase Price and the Purchase Price will be paid as follows: 50% of the Purchase Price will be paid on closing and made up of the assumptions of certain debts and a cash payment ( See “Conditions to the Transaction - Transaction Purchase Price & Payment of the Same”), and the remaining 50% of the Purchase Price will be paid over the course of the next 36 months, with no interest or security awarded to the Corporation during this period, with 16.6% of the Purchase

Price ~$756,666 being paid on or before the first anniversary of the closing of the Transaction, 16.6% of the Purchase Price ~$756,666 being paid on or before the second anniversary of the closing of the Transaction and the remaining 16.8% of the purchase price ~$756,666 to be paid within 36 months from the date of closing of the Transaction, subject to the following adjustments as agreed to by the parties – following the closing of the sale of the Peeks Assets from the Corporation to Mii.TV, that if Mii.TV decides or is compelled to cease to operate, indefinitely, all or a substantial portion of the Peeks Assets or the business utilizing the Peeks Assets, and the Corporation in good faith and acting reasonably in writing agrees with such determination, due to, with or without limitation, third party matters, regulatory decisions or rulings, banking constraints imposed on the business or the Peeks Asset or other significant impairments to the business of the Peeks Asset, Mii.TV shall only be required to pay a pro-rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Assets ceased to operate following closing of the Transaction . – as more particularly described in the Transaction Agreement attached hereto and filed on the Corporations SEDAR+ profile at www.sedarplus.ca.

Following completion of the Transaction there will be 347,156,025 Common Shares issued and outstanding, options to purchase an additional 43,117,800 Common Shares, and warrants to purchase an additional 9,583,333 Common Shares. The parties anticipate closing the Transaction on or about October 31, 2024 (“ Closing Date ”).

Management of the Corporation believes that all material consents, rulings, approvals and assurances required for the completion of the Transaction will be obtained prior to the Closing Date in the normal course upon application therefor, however, there can be no assurance that all of the conditions to the Transaction will be fulfilled prior to the anticipated Closing Date. The fulfilment of certain of the conditions may be waived by the parties to the Transaction Agreement.

The aforementioned is only a summary of the Transaction Agreement. Readers are encouraged to refer to the Transaction Agreement, a copy of which is attached hereto as Appendix A and which will be filed on SEDAR+ at www.sedarplus.com.

Related Party and Ownership of Securities

Pursuant to the Transaction, the Corporation plans to dispose of 100% of the Peeks Assets. As of the date of this Circular, Mii.TV owns no securities of the Corporation but Mr. Mark Itwaru is a director of the Corporation and Mii.TV.

The resolution of the Corporation shareholders which seeks to approve the Transaction and the execution and delivery of the Transaction Agreement is required to receive: (i) approval of Corporation’s shareholders representing in excess of 66[2/3] % of those shareholders entitled to vote on such resolution in person or by proxy at the meeting held to approve the Transaction Agreement pursuant to the Act; and (ii) “majority of the minority” approval, pursuant to MI 61-101.

The Transaction is considered a “related party transaction” under MI 61-101 since Mii.TV is controlled by Mark Itwaru, a related party to the Corporation. Mark Itwaru is a related party to the Corporation by virtue of being an insider of the Corporation, and a director and officer of the Corporation, and pursuant to holding, directly or indirectly, in excess of 10% of the equity of the Corporation. In addition, Mark Itwaru and Riavera is an existing “Control Person” of the Corporation within the meaning of the rules and policies of the TSX Venture Exchange, and is a significant shareholder of the Corporation and a related party to Riviera. Accordingly, the proposed transaction between the Corporation and Mii.TV is considered a "related-party transaction" pursuant to the rules of the TSX Venture Exchange and MI 61-101, and the transaction is subject to majority of the minority shareholder approval and valuation requirements, as well as TSX Venture Exchange approval, however, the Corporation is exempt from the valuation requirements.

MI 61-101 requires majority of the minority shareholder approval of the Transaction be obtained from each class of affected securities, present in person or represented by proxy, at a Meeting. In determining minority approval for the Transaction, the Corporation is required to exclude votes attached to affected securities that, to the knowledge of the Corporation or any Interested Party (as such term is defined in MI 61-101) or their respective directors or senior officers, after reasonably inquiry, are beneficially owned or over which control or direction is exercised by: (i) the Corporation, (ii) an Interested Party, (iii) a “related party” (as such term is defined in MI 61-101) of an Interested Party unless the related party meets that description solely in its capacity as a of affected securities and is treated identically to the general body of holders in Canada of securities of the same class on a per security basis, or (b) is entitled to receive, directly or indirectly from the transaction (i) a collateral benefit or (ii) payment or distribution made to one or more holders of a class of equity securities, unless the amount of that payment or distribution is not greater than the entitlement of the general body of holders in Canada of every other class of equity securities of the issuer in relation to the voting and financial participating interests in the issuer represented by the respective securities. In relation to the Transaction, Mark Itwaru and Riavera are considered interested parties and will have their shares excluded with respect to the majority of minority approval required for the resolution approving the Transaction under MI 61-101 (the “ Transaction Resolution ”).

As of the Record Date, collectively, Mark Itwaru and Riavera own an aggregate of 181,393,007 Common Shares or 52.25% of the issued and outstanding Common Shares (non-diluted). These Common Shares will not be entitled to be voted on with respect to the approval of the Transaction Resolution when calculating whether the Transaction Resolution has been approved by a majority of minority shareholders cast by the other Shareholders present in person or represented by proxy at the Meeting. Mii.TV does not hold any shares in the Corporation.

In relation to the Transaction and for purposes of this Circular, the “minority” shareholders of the Corporation are comprised of all holders of Common Shares other than: (i) Mark Itwaru, (ii) Riavera, (iii) any other Interested Party to the Transaction, (v) any related party to such Interested Party within the meaning of MI 61-101 (subject to the exceptions set out therein), and (v) any person that is a joint actor with any of the foregoing for purposes of MI 61-101 (collectively, the “ Interested Shareholders ”).

To the knowledge of the directors and executive officers of the Corporation, after reasonable inquiry, as at the Record Date, no votes attached to the Common Shares other than those owned by the Interested Shareholders will be excluded in determining whether majority of the minority approval for a resolution pertaining to the Transaction is obtained. As of the Record Date, the 181,393,007 Common Shares held by the Interested Shareholders (representing in the aggregate approximately 52.25% of the issued and outstanding Common Shares), comprised of the 181,393,007 Common Shares held by Mark Itwaru and Riavera (representing approximately 52.25% of the issued and outstanding Common Shares) and the nil Common Shares held by Mii.TV (representing approximately nil percent of the issued and outstanding Common Shares), will be excluded from voting on the approval of the resolution, pertaining to the Transaction, by disinterested shareholders.

Rights to Dissent to the Transaction

Under the Business Corporations Act (Alberta) (the “ ABCA ”), a shareholder (a “ Shareholder ”) whose name has been entered in the register of the Corporation as the holder (a “ Registered Holder ”) of common shares (“ Shares ”) is entitled to dissent to the resolution to approve the Transaction and, if such Shareholder dissents (the “ Dissenting Shareholder ”), subject to the provisions of the ABCA (summarized below), he or she will have the right to be paid the fair value for his or her Shares (the “ Dissent Rights ”).

The following is only a summary of the Dissent Rights applicable to the Transaction, which are technical and complex. The summary is not a comprehensive statement of the procedures to be followed by a shareholder who seeks to exercise Dissent Rights and is qualified in its entirety by the full text of Section 191 of the ABCA (the “ Dissent Provisions ”), which are attached to this Information Circular as Appendix D. A registered shareholder who intends to exercise Dissent Rights in respect of the Transaction Resolution should carefully review, consider and comply with the Dissent Provisions and should seek legal advice as failure to comply strictly with the Dissent Provisions may prejudice the availability of the Dissent Rights.

Under the ABCA, a Registered Holder is entitled, in addition to any other right such holder may have, to dissent and, upon strict compliance with the ABCA, to be paid the fair value of the Shares held by such Dissenting Shareholder in respect of which such Dissenting Shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which such Registered Holder dissents was adopted. Only Registered Holders may dissent. Persons who are beneficial owners of Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent, should be aware that they may only do so through the registered owner of such securities. A Registered Holder, such as a broker, who holds Shares as nominee for beneficial holders, some of whom wish to dissent, must exercise Dissent Rights on behalf of such beneficial owners with respect to the Shares held for such beneficial owners. In such case, the written objection should set forth the number of Shares covered by such objection.

The Corporation will require that a Registered Holder of Shares who wishes to dissent must send a written notice of objection to the Transaction Resolution to the Corporation c/o Tingle Merrett LLP (Attention: Becky Farrell) (i) by mail at Suite 1250, 639 – 5[th] Avenue SW, Calgary, Alberta, T2P 0M9, (ii) by email to [email protected] or (iii) by facsimile transmission at (403) 571-8008, in either case, to be received by no later than 5:00 p.m. (Calgary time) on the date that is two business days before the Meeting, in the case of any adjournment or postponement of the Meeting, by no later than 5:00 p.m. (Calgary time) on the second business day immediately preceding the day of the adjourned or postponed Meeting (the “ Dissent Procedures ”). These Dissent Procedures differ from the statutory dissent procedures of the ABCA, which permit a notice of objection to be provided at or prior to the Meeting. Failure to strictly comply with the Dissent Procedures or the statutory procedures will result in loss of the Dissent Right.

A holder of Shares may not exercise Dissent Rights in respect of only a portion of such holder’s Shares but may dissent only with respect to all of the Shares held by the holder. A Registered Holder wishing to exercise Dissent Rights shall

not vote his, her or its Shares at the Meeting, either by the submission of a proxy or by personally voting in favour of the Disposition Resolution.

An application may be made to the Court by the Corporation or by a Dissenting Shareholder after the adoption of the Transaction Resolution to fix the fair value of the Dissenting Shareholder’s Shares. If such an application to the Court is made by the Corporation or a Dissenting Shareholder, the Corporation must, unless the Court otherwise orders, send to each Dissenting Shareholder a written offer to pay the Dissenting Shareholder an amount considered by the Corporation’s Board to be the fair value of the Shares. The offer, unless the Court otherwise orders, will be sent to each Dissenting Shareholder at least 10 days before the date on which the application is returnable, if the Corporation is the applicant, or within 10 days after the Corporation is served with notice of the application, if a Dissenting Shareholder is the applicant. The offer will be made on the same terms to each Dissenting Shareholder and will be accompanied by a statement showing how the fair value was determined.

A Dissenting Shareholder may make an agreement with the Corporation for the purchase of such holder’s Shares in the amount of the offer made by the Corporation (or otherwise) at any time before the Court pronounces an order fixing the fair value of the Shares.

A Dissenting Shareholder is not required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application or appraisal. On the application, the Court will make an order fixing the fair value of the Shares of all Dissenting Shareholders who are parties to the application, giving judgment in that amount against the Corporation and in favour of each of those Dissenting Shareholders, and fixing the time within which the Corporation must pay that amount payable to the Dissenting Shareholders. The Court may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder calculated from the date on which the Dissenting Shareholder ceases to have any rights as a Shareholder, until the date of payment.

Upon the Disposition becoming effective, or upon the making of an agreement between the Corporation and the Dissenting Shareholder as to the payment to be made to the Dissenting Shareholder, or upon the pronouncement of a court order, whichever first occurs, the Dissenting Shareholder will cease to have any rights as Shareholder other than the right to be paid the fair value of such holder’s Shares, in the amount agreed to between the Corporation and the Dissenting Shareholder or in the amount of the judgment, as the case may be. Until one of these events occurs, the Dissenting Shareholder may withdraw the Dissenting Shareholder’s dissent, or if the Disposition has not yet become effective, the Corporation may rescind the resolution approving the Disposition, and in either event the dissent and appraisal proceedings in respect of that Dissenting Shareholder will be discontinued.

The Corporation will not make a payment to a Dissenting Shareholder under Section 191 of the ABCA if there are reasonable grounds for believing that the Corporation would after the payment be unable to pay its liabilities as they become due, or that the realizable value of the assets of the Corporation would thereby be less than the aggregate of its liabilities. In such event, the Corporation shall, within 10 days after (i) the pronouncement of an order of the Court fixing the fair value of the Shares of all Dissenting Shareholders who are parties to an application, giving judgment in that amount against the Corporation and in favour of each Dissenting Shareholder, and fixing the time within which the Corporation must pay that amount to a Dissenting Shareholder; or (ii) the making of an agreement between a Dissenting Shareholder and the Corporation as to the payment to be made for the Dissenting Shareholder’s Shares, notify each Dissenting Shareholder that it is unable lawfully to pay Dissenting Shareholders for their Shares, in which case a Dissenting Shareholder may, by written notice to the Corporation within 30 days after receipt of such notice, withdraw such Dissenting Shareholder’s written objection, in which case the Corporation shall be deemed to consent to the withdrawal and such Dissenting Shareholder shall be reinstated with full rights as a Shareholder, failing which such Dissenting Shareholder retains status as a claimant against the Corporation to be paid as soon as the Corporation is lawfully entitled to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Corporation but in priority to the Shareholders.

The above summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their Shares. Section 191 of the ABCA requires adherence to the procedures established therein and failure to do so may result in the loss of all rights thereunder. Accordingly, each Dissenting Shareholder who wishes to exercise Dissent Rights should carefully consider and comply with the provisions of that Section, the full text of which is set out in Appendix D - Section 191 of the Business Corporations Act (Alberta), attached hereto, and consult its own legal advisor.

Transaction Resolution

At the Meeting, Shareholders will be asked to consider and approve a special resolution, in substantially the following form, in order to approve the Transaction:

"BE IT RESOLVED THAT:

The sale by Personas Social Incorporated (the “ Corporation ”) of all or substantially all of the consolidated assets of the Corporation used primarily or exclusively in its ‘Peeks Social’ web and app based platform, pursuant to an asset purchase agreement dated on or about August 19, 2024, between the Corporation and Mii.TV Inc. (“ Mii.TV ”) (the “ Asset Sale ”), as summarized in the management information circular of the Corporation dated August 19, 2024, and subject to such amendments thereto as may be approved from time to time by any officer or director of the Corporation (such approval to be conclusively evidenced by such person's execution of an amendment to such asset purchase agreement), is hereby authorized and approved;
Any officer or director of the Corporation is authorized, for and on behalf of the Corporation, to execute and deliver such documents and instruments and to take such other actions as such officer or director may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents or instruments and the taking of any such actions; and
Notwithstanding the approval of this resolution by the shareholders of the Corporation, the board of directors of the Corporation is hereby authorized to revoke this resolution at any time prior to the completion of the Asset Sale and abandon the Asset Sale without further approval of the shareholders of the Corporation if it determines at its discretion that it would be in the best interests of the Corporation to do so.”

Registered Shareholders will be entitled to dissent and be paid the fair value of his or her Shares if such Registered Shareholder dissents in respect of the Transaction Resolution and otherwise complies with the procedure set out in Section 191 of the ABCA.

It is a condition to the completion of the Transaction that shareholders holding not greater than 5% of the outstanding common shares shall have exercised Dissent Rights in respect of the Transaction and these Dissent Rights have not been withdrawn as of the date prior to effecting the Transaction, and this condition is subject to the satisfaction or waiver by the board of directors of the Corporation, at their sole and absolute discretion. The Transaction cannot close until the required conditions are either satisfied or waived. There can be no assurance that the Transaction will be completed as proposed or at all, or that the implementation of the Transaction will not be delayed and the foregoing terms are subject to change without notice to the Shareholders.

For the foregoing resolution to be completed, the Corporation must receive the approval of not less than twothirds (66 2/3) of the votes cast by the disinterested shareholders present in person or by proxy at the Meeting, excluding those attaching to Common Shares held by ‘interested parties’, as noted above being 181,393,007 common shares held by Mr. Mark Itwaru and Riavera. Unless otherwise directed, the persons named in the accompanying Instruments of Proxy intend to vote such proxies “FOR” the resolution approving the Transaction.

PART VI – OTHER INFORMATION

Additional Information

Additional information relating to the Corporation is available through the internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) which can be accessed at www.sedarplus.ca. Financial information on the Corporation is provided in the comparative financial statements and management discussion and analysis of the Corporation which can also be accessed at www.sedarplus.com or which may be obtained upon request from the Corporation at our head office at 1 Yonge Street Floor 18 Toronto, Ontario M5E 1W7.

Other Matters

As of the date of this Management Proxy Circular, the board of directors and management know of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, proxies in favour of management nominees will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

Other Material Facts

The Corporation is not aware of any other material facts relating to the Corporation, Personas or the Corporation or to the proposed Peeks Disposition Transaction that are not disclosed under the preceding items and are necessary in order

for the Circular to contain full, true and plain disclosure of all material facts relating to the Corporation, Personas and the Corporation.

Personas is not aware of any other material facts relating to the Corporation, Personas or the Corporation or to the proposed Transaction that are not disclosed under the preceding items and are necessary in order for the Circular to contain full, true and plain disclosure of all material facts relating to the Corporation, Personas and the Corporation.

Information and Approval of the Board

The information contained or referred to in this Circular with respect to the Corporation has been furnished by the Corporation or the respective individuals or entities, as applicable. The Corporation and its respective directors and officers have relied on the information provided by the respective party and take no responsibility for any errors in such information or omissions therefrom.

The contents of this Circular and the Appendices included herein have been approved by the board of directors of the Corporation. The board of directors of the Corporation has also approved the delivery of this Circular to Shareholders.

DATED this 19[th] day of August, 2024.

ASSET PURCHASE AND SALE AGREEMENT

APPENDIX A TRANSACTION AGREEMENT

THIS AGREEMENT made effective as of the 19[th] day of August, 2024

AMONG :

PERSONAS SOCIAL INCORPORATED , a corporation incorporated under the laws of Alberta (hereinafter referred to as the “ Vendor ”)

and -

MII.TV INC. , a corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as “ Purchaser ”)

WHEREAS Vendor wish to sell and Purchaser wishes to purchase the Assets subject to, and in accordance with, the terms and conditions of this asset purchase and sale agreement (“ Agreement ”);

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals and the Schedules, the definitions set out in Schedule “C” apply.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

On the terms and subject to fulfillment of the conditions hereof, Vendor hereby agree to sell, assign, transfer and convey the Assets to Purchaser and Purchaser hereby agrees to purchase and accept the Assets from Vendor, free and clear of all Encumbrances.

2.2 Consideration

The purchase price for the Assets is $4,540,000 (“ Purchase Price ”), and which sum shall be payable as follows:

(a) On the Closing Date (the “ Closing Date ”), the value of $2,270,000 of the Purchase Price shall be payable by way of the Purchaser’s assumption of the Vendor’s liabilities pursuant to the terms of the Assignment and Assumption Agreement, comprised of:

(i) the sum of $1,056,280 due from the Vendor pursuant to its accounts payable related to the Business;
(ii) the sum of $1,160,720 representing the amounts due to Customers of the Business;
(iii) the payment in cash, by certified cheque or wire transfer, in immediately available funds, to the Vendor of the sum of $53,000; and
(b) On the Closing Date, the balance of the Purchase Price will, subject to Section 6.1(f) below, be paid by the Purchaser issuing a promissory note to the Vendor, with:
(i) 16.6% ($756,666) of the principal amount being payable on or before the first anniversary of the Closing Date;
(ii) 16.6% ($756,666) of the principal amount being payable on the second anniversary of the Closing Date; and
(ii) 16.8% ($756,668) of the principal amount being payable on the third anniversary of the Closing Date (the “ Note ”),

(collectively, the above shall be referred to herein as, the “ Consideration ”).

The Purchaser hereby acknowledges it shall deliver to the Vendor, the Consideration and other deliverables contemplated by Section 3.2(b).

2.3 Goods and Services Tax and Sales Tax Exemptions

(a) The Vendor hereby represents and warrants to the Purchaser that:

(i)	the Vendor is registered for purposes of the Excise Tax Act, the number of which is [REDACTED];
(ii)	the Assets comprise all or substantially all of the assets and property of the Vendor that relate to the
	Business; and
(iii)	the Business, as conducted by the Vendor, is a “commercial activity” for purposes of the Excise Tax
	Act.

(b) The Purchaser hereby represents and warrants to the Vendor that it is registered for purposes of the Excise Tax Act, the number of which is [ REDACTED ].

The Purchaser and the Vendor shall, on the Closing Date, jointly execute, in prescribed form, an election under subsection 167(1) of the Excise Tax Act and, as soon as reasonably practicable thereafter, and, in any event, within the prescribed time, the Purchaser shall file such election with the appropriate authorities such that no taxes will be payable pursuant to the Excise Tax Act with respect to the purchase and sale of the Assets by the Purchaser hereunder.

In the event any other sales taxes (other than as contemplated by the Excise Tax Act) are deemed attributable to the transactions contemplated herein, the Purchaser and the Vendor further acknowledge and agree that the Vendor shall be solely liable and responsible for the payment and remittance of such taxes. For clarity, the Purchaser shall have no obligations or liabilities whatsoever for the payment or remittance of such taxes.

ARTICLE 3 CLOSING

3.1 Time and Place of Closing

The transfer of the legal and beneficial interest of the Assets from Vendor to Purchaser and the completion of other matters incidental thereto (the “ Closing ”) shall be deemed to occur at 10:01 a.m. (Calgary time) (the “ Closing Time ”) on the Closing Date. The Closing shall take place via the electronic exchange of execution versions of the agreements and documents contemplated by this Agreement and the signed signature pages thereto in PDF format via email, or at such other place or in such other manner as may be mutually agreed upon by the Parties.

3.2 Deliveries at the Closing

(a)	At Closing, Vendor shall table and execute and deliver the following:	At Closing, Vendor shall table and execute and deliver the following:
	(i)	certified copies of all necessary corporate and shareholders resolutions and approvals, authorizations
		and proceedings of the Vendor that are required to be taken or obtained to authorize the execution,
		delivery and performance of this Agreement and the completion of the Transaction and permit the
		due and valid transfer of the Assets to the Purchaser;
	(ii)	the General Conveyances fully executed by Vendor;
	(iii)	as required, specific assignments of all of the contracts and agreements between Vendor and the
		Customers of the Business;
	(iv)	delivery of the physical Assets, if any, to the Purchaser at is designated office(s) in the Province of
		Ontario;
	(v)	all other necessary conveyances, assurances, transfers, bills of sale and assignments and any other
		instruments necessary or reasonably required to transfer the Assets to the Purchaser with good title,
		free and clear of all Encumbrances;
	(vi)	a transition services agreement (the “Transition Services Agreement”) in form and substance
		acceptable to the Parties;
	(vii)	evidence of final approval from the TSXV regarding the transaction, which must be obtained and
		cannot be waived by either party hereto; and
	(viii)	such other items as may be specifically required hereunder or as may be reasonably requested by
		Purchaser.

In addition, Vendor shall from time to time after Closing, at the request of the Purchaser but without further consideration, execute and deliver all such further and additional instruments, notices, releases, and documents

and do and perform all such further acts and things as may be necessary to fully carry out the intent of this Agreement.

(b) At or after Closing as may be applicable, Purchaser shall table and deliver the following:
(i) payment of the Consideration as contemplated by Section 2.2;
(ii) certified copies of all necessary corporate resolutions, authorizations and proceedings of the Purchaser that are required to be taken or obtained to authorize the execution, delivery and performance of this Agreement and the completion of the Transaction and permit the due and valid transfer of the Assets to the Purchaser;
(iii) employment and/or consulting agreements executed by each of [ REDACTED ] and [ REDACTED ] (the “ Key Employees ”) in the form satisfactory to the parties to such agreements; and
(iv) such other items as may be specifically required hereunder or as may be reasonably requested by Vendor.

In addition, Purchaser shall from time to time after Closing, at the request of the Vendor but without further consideration, execute and deliver all such further and additional instruments, notices, releases, and documents and do and perform all such further acts and things as may be necessary to fully carry out the intent of this Agreement.

3.3 Effective Time of Transfer

The transfer and assignment of the interest in the Assets from Vendor to Purchaser shall be effective as of the Closing Time.

ARTICLE 4 CONDITIONS OF CLOSING

4.1 Purchaser’s Conditions

The obligation of Purchaser to purchase the Assets pursuant hereto is subject to the satisfaction at or prior to the Closing Date of the following conditions, which are for the exclusive benefit of Purchaser and may be waived by Purchaser:

(a) Representations and Warranties: The representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Date and a Officer's Certificate (“ Officer’s Certificate ”) of Vendor shall have been delivered by Vendor to Purchaser at the Closing;
(b) Obligations of Vendor: All obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects and the Officer's Certificate of Vendor shall have been delivered by Vendor to Purchaser at the Closing;
(c) No Material Adverse Change: No material adverse change to the Assets shall have occurred without the Purchaser having agreed thereto between the date hereof and the Closing Time;
(d) Consents and Approvals: The receipt of any applicable consents and approvals required from Governmental Authorities, the final approval of the TSXV which specifically cannot be waived by either party hereto, shareholders, or other persons in respect of the sale of the Assets from Vendor to Purchaser as provided for in this Agreement;
(e) Discharges: If applicable, Vendor shall have delivered to Purchaser releases and registerable discharges or no-interest letters from all parties holding security interests in the Assets, which have been requested by Purchaser;
(f) Key Employees: Receiving Employment and/or consulting agreements executed by the Key Employees;
(g) Assumption Agreement: Assumption Agreement for Accounts Payable and Customer Deposits forming part of the Consideration;
(h) Delivery of Conveyance Documents: Vendor shall have delivered to Purchaser the General Conveyance executed by Vendor and those other documents and materials described in Section (a) which are to be provided to Purchaser, in form and substance acceptable to Purchaser, at the Closing;
(i) Closing Deliveries: All documents, instruments and assurances including, without limitation, the Transition Services Agreement required to be delivered to the Purchaser by the Vendor shall have been delivered on or prior to Closing Date.

If any of the foregoing conditions has not been complied with, or waived by Purchaser at or before the Closing Date then at the Closing Date, Purchaser may, in addition to any other remedies which it may have available to it under this Agreement, at law or in equity, terminate its obligations to purchase the interest in the Assets from Vendor by notice to Vendor and, in such event Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in Section 4.3.

4.2 Vendor’s Conditions

The obligation of Vendor to sell the interest in the Assets pursuant hereto is subject to the satisfaction at or prior to the Closing Date of the following conditions, which are for the exclusive benefit of Vendor and may be waived by Vendor:

(a) Representations and Warranties: The representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Date and the Officer's Certificate of Purchaser shall have been delivered by Purchaser to Vendor at the Closing;
(b) Obligations of Purchaser: All obligations of Purchaser contained in this Agreement to be performed prior to or at the Closing shall have been timely performed in all material respects and the Officer's Certificate of Purchaser shall have been delivered by Purchaser to Vendor at the Closing;
(c) Purchase Price: The Consideration forming part of the Purchase Price shall have been delivered to Vendor in accordance with the terms of this Agreement;
(d) Discharges: If applicable, Vendor shall have delivered to Purchaser releases and registerable discharges or no-interest letters from all parties holding security interests in the Assets, which have been requested by Purchaser;
(e) Key Employees: Receiving Employment and/or consulting agreements executed by the Key Employees;
(f) Assumption Agreement: Assumption Agreement for Accounts Payable and Customer Deposits forming part of the Consideration;
(g) Consents and Approvals: The receipt of any applicable consents and approvals required from all Governmental Authorities, shareholders or other persons in respect of the sale of the Assets from Vendor to Purchaser;
(h) Delivery of Conveyance Documents: Purchaser shall have executed and delivered to Vendor, the General Conveyance tabled by Vendor at Closing;
(i) Dissent Rights: No greater than 5% of the outstanding common shares shall have exercised dissent rights pursuant to the Business Corporations Act (Alberta) in respect of this transaction and these dissent rights have not been withdrawn as of the date prior to effecting this transaction, and this condition is subject to the satisfaction or waiver by the board of directors of the Vendor, at their sole and absolute discretion; and
(j) Closing Deliveries: All documents, instruments and assurances required to be delivered to the Vendor by the Purchaser including, without limitation, the Transition Services Agreement, shall have been delivered on or prior to Closing Date.

If any of the foregoing conditions have not been complied with, or waived by Vendor at or before the Closing Date, Vendor may, in addition to any other remedies which it may have available to it under this Agreement, at law or in equity, terminate its obligations to sell the interest in the Assets to Purchaser by notice to Purchaser and, in such event Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in Section 4.3.

4.3 Efforts to Fulfill Conditions Precedent

Purchaser and Vendor shall proceed diligently and in good faith and use all reasonable efforts to fulfill and assist in the fulfillment of the conditions precedent.

4.4 Officer’s Certificates Generally

An Officer's Certificate of a Party delivered pursuant hereto shall be made by such officer on behalf of such Party and such officer shall have no personal liability in respect thereof.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Vendor

The Vendor represents and warrants to Purchaser that:

(a) Standing: Vendor is a corporation validly existing and in good standing under the laws of its jurisdiction of its formation and the jurisdictions in which the Assets are located. Vendor has all the requisite power and authority to sell, assign, transfer and convey all of its right, title and interest in and to the Assets to Purchaser in accordance with this Agreement.
(b) Authorization: The execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite partnership, corporate, shareholders’ and directors’ actions, and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, by-law or other governing document by which Vendor is bound.
(c) No Authorizations: Except for approval by the TSXV and the shareholders of the parties, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body exercising jurisdiction over the Assets or Vendor is required for the due execution, delivery and performance by Vendor of this Agreement.
(d) No Conflicts: The consummation of the transaction contemplated herein will not violate, nor be in conflict with, any provision of any agreement or instrument to which Vendor is a party, or by which Vendor is bound, or any judgment, decree, order, law, statute, rule or regulation applicable to Vendor.
(e) Execution of Documents: This Agreement has been duly executed and delivered by the Vendor and all other documents (including the General Conveyance) executed and delivered pursuant hereto will be duly executed and delivered, and each of this Agreement does, and such documents will, constitute legal, valid and binding obligations of Vendor enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other similar laws affecting creditors’ rights generally and the discretion of courts with respect to equitable or discretionary remedies and defences.
(f) No Other Purchase Agreements: No person, other than the Purchaser, has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, for the purchase or other acquisition of any of the Assets from the Vendor or any right or interest therein.
(g) Finders’ Fees: Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which Purchaser shall have any obligation or liability.
(h) Title and Sufficiency of Assets. The Vendor is the owner of and has good and marketable title to all of the Assets free and clear of all Encumbrances. The Assets, constitute all of the assets necessary to conduct the Business and no other assets are required to carry on the Business as currently conducted by the Vendor.
(i) No Lawsuits or Claims: There are no judgments and no Claims, proceedings, actions or lawsuits in existence, or, to Vendor’s knowledge, threatened against or with respect to the Assets or the interests of Vendor therein.
(j) No Breaches of Law: Vendor has not received any written notice of any violation of applicable law or any writ, injunction or decree of any court or any Governmental Authority in relation to the Assets, which violation would have a material adverse affect on the aggregate value or operation of the Assets or which has not been remedied.
(k) No Defaults: Vender has received no written notice of the occurrence of any act or omission whereby it is or would, with notice or lapse of time or both, be in material default under applicable law or other agreement pertaining to the Assets, where such a default would adversely impact the Assets, or any of them.
(l) Good Standing Under Agreements: Each contract or agreement between the Vendor and any other person or entity which is material to the ownership, use or operation, or relates to a material portion of the Assets, to the best of the knowledge of the Vendor, is in full force and effect and is valid, binding and enforceable against each of the parties thereto, in accordance with its terms and no material breach or default exists in respect thereof on the part of any party thereto and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such material breach or default.

(m) Taxes: The Vendor has duly and timely filed, in proper form, returns in respect of taxes under the ITA, the income tax legislation of any province of Canada or any foreign country having jurisdiction over affairs of Vendor for all periods in respect of which such filings have heretofore been required, and all taxes shown thereon and all taxes owing have been paid or accrued on the books of Vendor and there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, provincial or other income tax return for any period, and all payments by Vendor to any non-resident of Canada have been made in accordance with applicable legislation in respect of withholding tax; there are no assessments or reassessments respecting Vendor pursuant to which there are amounts owing or discussions in respect thereof with any taxing authority, and Vendor has withheld from each payment made to any of its officers, directors, former directors and employees the amount of all taxes (including, without limitation, income tax) and other deductions required to be withheld therefrom and has paid the same to the proper tax or other Governmental Authority within the time required under any applicable tax legislation or other applicable law.

(n) Contracts: To the best of Vendor’s knowledge, Vendor has performed and observed all of its duties, liabilities, obligations and covenants required to be performed by it under the terms of any of the contracts or agreements to which it is a party and which are included in, or pertain to, the Assets and the Vendor is not in default of any of the terms, covenants and conditions thereof, the default in respect of which would have a material adverse affect on the aggregate value of the Assets and, to the best of Vendor’s knowledge, there has been no act or omission whereby the Vendor is, or would be, in default under the terms of any applicable laws, or any such contract or agreement included in, or the pertaining to, the Assets, where such default would impact materially and adversely upon the Assets, as a whole.
(o) Residency: Vendor is not a non-resident of Canada within the meaning of the ITA.

5.2 Representations and Warranties of Purchaser

Purchaser represents and warrants to the Vendor that:

(a) Standing: It is a corporation, duly incorporated and validly existing under the laws of the jurisdiction of its formation and has the requisite power and authority to purchase and pay for the Assets in accordance with this Agreement.
(b) Authorization: The execution, delivery and performance of this Agreement has been or will be prior to the Closing duly and validly authorized by any and all requisite partnership, corporate, shareholders’ and directors’ actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, by-law or other governing document by which Purchaser is bound.
(c) No Conflicts: The consummation of the transaction contemplated herein will not violate, nor be in conflict with, any provision of any agreement or instrument to which Purchaser is a Party or by which Purchaser is bound or any judgment, decree, order, law, statute, rule or regulation applicable to it.
(d) Execution of Documents: This Agreement has been duly executed and delivered by Purchaser and all other documents to be executed and delivered by Purchaser pursuant hereto will be duly executed and delivered, and this Agreement does, and all such documents will, constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other similar laws affecting creditors’ rights generally and the discretion of the courts with respect to equitable or discretionary remedies and defences.
(e) Finders’ Fees: Purchaser has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which Vendor shall have any obligation or liability.
(f) No Authorizations: No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, or regulatory body exercising jurisdiction over the Assets or over Purchaser, is required for the due execution, delivery and performance by Purchaser of this Agreement.
(g) Residency of Purchaser: The Purchaser is a non-resident of Canada within the meaning of the ITA.
(h) Qualification: Purchaser meets all qualification requirements of all Governmental Authorities and under applicable law to purchase, accept and hold the Assets.

5.3 Survival

Except as otherwise provided herein, all representations and warranties contained in this Agreement on the part of each of the Parties shall survive the Closing.

ARTICLE 6

COVENANTS

6.1 Covenants

(a) Concurrently with the execution of this Agreement, Purchaser shall make an offer to employ or engage, as applicable the Key Employees, and at such compensation and benefits and on such other terms and conditions, as mutually agreed between Purchaser and each such Key Employee. Vendor shall be responsible for the payment of all wages, benefits and other remuneration due to Key Employees with respect to their services as employees of the Vendor through the term that such individuals remain employees and/or consultants, as the case may be, of Vendor. Purchaser shall be responsible for the payment of all wages, benefits and other remuneration due to Key Employees accruing from the date that such individuals become employees and/or consultants of Purchaser.
(b) With respect to the costs and expenses of the transactions contemplated herein, each Party shall be responsible for all costs incurred by the Party on its behalf related to the transactions contemplated herein, including any legal costs and other due diligence conducted by the Party.
(c) Unless otherwise required by applicable law or TSXV Policies, no Party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed).
(d) After the Closing, the Vendor shall use their commercially reasonable efforts to cause themselves and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents, as applicable, to: (i) hold, in confidence, unless compelled to disclose by order or applicable law, all confidential documents and information concerning the Assets, except to the extent that such information can be shown by the Vendor to have been: (A) in the public domain through no fault of the Vendor; or (B) later lawfully acquired by the Vendor from sources other than those related to its prior ownership of the Assets and not bound by an obligation of confidentiality to the Purchaser or the Vendor; and (ii) not use any confidential documents and information concerning the Assets, other than to fulfill its obligations under this Agreement. The obligation of the Vendor to hold any such information in confidence shall be satisfied if they exercise at least the same care with respect

to such information as they would take to preserve the confidentiality of their own similar information, but not less than a reasonable amount of care.

(e) On or prior to the Closing Date, the Vendor shall have caused its IT services provider, to transfer all files comprising part of the Assets to the IT services provider of the Purchaser, including the provision of all passcodes.
(f) The Purchaser’s obligation to make the payments due under the Note is subject to the following adjustments:
if following the Closing Date, the Purchaser decides or is compelled to cease to operate, indefinitely, all or a substantial portion of the Assets or the business utilizing the Assets, and the Vendor in good faith and acting reasonably in writing agrees with such determination, due to, without limitation, third party matters, regulatory decisions or rulings, banking constraints imposed on the business or the Assets, or other significant impairment to the business or the Assets (a “ Termination Event ”), the Purchaser shall only be required to pay a pro-rata portion of the Purchase Price based on the period of time the Assets have been utilized against a three year deemed lifespan for the Assets. For illustration purposes only, if the parties determine a Termination Event has occurred after the 23[rd] month following the Closing Date, then the Purchaser’s obligation to pay the remaining principal amount under the Note shall be reset to the amount resulting from applying the following formula: 23 divided by 36 multiplied by the remaining Principal amount of the Note, and such sum less the amount of all payments made prior to the relevant date, if a positive number, shall represent the ‘revised principal amount’ remaining due under the Note; and
there shall be no adjustment to the Note where there are non-critical and/or interim interruptions to the business or the Assets.

ARTICLE 7

INDEMNITIES

7.1 Indemnity by the Vendor

The Vendor hereby indemnifies and saves harmless the Purchaser Indemnified Parties from and against any Losses which may be incurred by any of the Purchaser Indemnified Parties or which any of the Purchaser Indemnified Parties may suffer, or any Claims to which any of the Purchaser Indemnified Parties may become a party, as a result of, in respect of or arising out of:

(a) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor, as applicable, in this Agreement or contained in any document or certificate given in order to carry out the Transaction; and
(b) any non-performance or non-fulfillment of any covenant or agreement on the part of the Vendor, as applicable, including any indemnity of the Vendor contained in this Agreement or in any document given in order to carry out the Transaction,

provided that the foregoing shall not apply and no indemnification shall be available in respect of any inaccuracy or breach of a representation or warranty by the Vendor where such inaccuracy or breach was directly caused by the fraud, fraudulent misrepresentation or intentional misrepresentation of the Purchaser Indemnified Parties, or any of them.

7.2 Indemnity by the Purchaser

The Purchaser hereby indemnifies and saves harmless the Vendor Indemnified Parties from and against any Losses which may be incurred by the Vendor Indemnified Parties or which the Vendor Indemnified Parties may suffer, or any Claims to which the Vendor Indemnified Parties may become a party, as a result of, in respect of or arising out of:

(a) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Purchaser contained in this Agreement or contained in any document or certificate given in order to carry out the Transaction; and
(b) any non-performance or non-fulfillment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any document given in order to carry out the Transaction,

provided that the foregoing shall not apply and no indemnification shall be available in respect of any inaccuracy or breach of a representation or warranty by the Purchaser where such inaccuracy or breach was directly caused by the fraud, fraudulent misrepresentation or intentional misrepresentation of the Vendor Indemnified Parties, or any of them.

7.3 Survival of Representations and Warranties

All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the Closing.

7.4 Limitations on Amount

(a) In no event shall the Vendor’s aggregate liability for the matters provided for herein exceed an amount equal to the Consideration. Notwithstanding anything to the contrary in this Agreement, the limitations set forth in this Section 7.4(a) shall not apply to: (i) a breach of any Fundamental Representations; or (ii) any Claim of the Purchaser Indemnified Parties that is based on the intentional misrepresentation, willful misconduct or fraud of the Vendor.
(b) In no event shall the Purchaser’s aggregate liability for the matters provided for herein exceed an amount equal to the Consideration. Notwithstanding anything to the contrary in this Agreement, the limitations set forth in this Section 7.4(b) shall not apply to: (i) a breach of any Fundamental Representation; or (ii) any Claim of the Vendor Indemnified Parties that is based on the intentional misrepresentation, willful misconduct or fraud of the Purchaser

ARTICLE 8

POST-CLOSING

8.1 Post-Closing Covenants and Conditions

(a) Following Closing, Vendor shall hold its title to the Assets in trust for Purchaser, as bare legal trustee, until all necessary transfers, notifications, registrations and other steps required to transfer title of the Assets to Purchaser have been completed, and to the extent that the Vendor shall have received any proceeds on account of any accounts receivables or Customer Deposits comprising any part of the Assets the Vendor shall be paid over to the Purchaser such amounts on no less than a monthly basis.
(b) To the extent that any Asset or any aspect thereof is not capable of being assigned to the Purchaser hereunder by operation of law or otherwise, then such Asset or aspect thereof will be held in trust by the Vendor for the benefit and exclusive use of the Purchaser in accordance with the terms hereof.
(c) Vendor shall deliver or cause to be delivered to Purchaser within a reasonable period of time following the Closing, copies of all books, records, agreements and documents in its possession related to the Assets which are now in the possession of or available to Vendor.
(d) Each Party covenants and agrees that after the Closing Date it will use its commercially reasonable efforts to promote and preserve any goodwill associated with the Assets being purchased and sold hereunder.
(e) From and after the Closing, the Purchaser shall assume all risks, perils, obligations and liabilities that may result from the Purchaser’s use of the various payables and liabilities comprising the Assets as described in the Assets Schedule.
(f) If requested by Purchaser, Vendor and Purchaser shall use negotiate in good faith the terms and conditions of a transition services agreement in form satisfactory to each of Vendor and Purchaser providing for the provision of certain consulting and transition services by the Vendor to Purchaser following the Closing Date.
(g) Semi annually during the period that the Note remain outstanding, the Vendor shall have the right to review the books and records of the Purchaser, and/or to use advisors to do the same, at the sole cost of the Vendor, and without unduly interfering with the Purchaser’s business and operations, for the sole purpose of confirming the financial position of the Purchaser to make the principal payments due under the Note, and the Purchaser agrees to such terms herein.

ARTICLE 9

TERMINATION

9.1 Termination

(a) In the event this Agreement is terminated pursuant to failure of a Party to fully perform its obligations under Section 4.1 or 4.2 and such failure is not waived by the relevant party;
(i) each Party shall be released from all obligations hereunder except as provided in Section 4.3; and
(ii) each Party hereto shall take all reasonable action to return the other Party to the position, relative to the Assets, which such Party occupied prior to the execution hereof, it being understood that each Party will bear all costs incurred by it prior to such termination.
(b) Either Party may terminate this Agreement on notice to the other Party if Closing has not occurred on or before December 31, 2024.
(c) Upon termination of this Agreement each Party shall be released from all obligations hereunder except for its obligations under Section 10.1, which shall continue indefinitely.

ARTICLE 10

CONFIDENTIALITY

10.1 Confidentiality

(a) Information respecting the Assets and the business of the Purchaser shall be retained in confidence by the Parties and used only for the purposes of this transaction, provided that upon the Closing Date, the Purchaser's rights to use or disclose such information shall be subject to other agreements that may apply to the Assets. Notwithstanding the foregoing, any additional information obtained which does not relate to the Assets shall continue to be treated as confidential and shall not be used by the receiving Party without the prior written consent of the disclosing Party. However, the restrictions on disclosure and use of information in this Agreement shall not apply to information to the extent it:
(i) is or becomes publicly available without a breach of any obligation by Parties or their respective consultants or advisors to maintain the confidentiality of the information;
(ii) is subsequently obtained lawfully from a third party;
(iii) is in a Party's possession at the time of disclosure, without restriction on disclosure;
(iv) is required by applicable law to be disclosed, provided that Parties shall take all reasonable steps to bind the Party receiving such information to obligations of confidentiality similar to the foregoing; or
(v) Specific items of information shall not be considered to be in the public domain merely because more general information is in the public domain.
(b) If a Party employs consultants, advisors or agents to assist in its review or acquisition of the Assets pursuant to this Section 10.1, such Party shall be responsible for ensuring that such consultants, advisors and agents comply with the restrictions on the use and disclosure of confidential information set forth in this Section 10.1.

ARTICLE 11 ARBITRATION

11.1 General Arbitration Provisions

Where expressly provided for in this Agreement, any disagreement between the Parties shall be referred to arbitration before a single arbitrator. Any such arbitration, including the selection of the arbitrator, shall be governed by the Arbitration Act (Alberta). The decision of any such arbitrator shall be final and binding on the Parties and the costs and fees relating thereto shall be borne and paid in the manner the arbitrator determines to be fair and equitable.

ARTICLE 12 GENERAL

12.1 Article, Section and Schedule References

Except as otherwise expressly provided, a reference in this Agreement to an “Article”, “section”, “subsection”, “paragraph” or “Schedule” is a reference to an article, section, subsection, paragraph or schedule to this Agreement.

12.2 Interpretation Not Affected by Headings

The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

12.3 Included Words

When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa , and words suggesting one gender shall be construed as including other genders.

12.4 Schedules

The following Schedules are attached to and form a part of this Agreement:

Schedule “A.1”	-	Assets Schedule
Schedule “A.2”	-	Excluded Assets
Schedule “B”	-	Form of General Conveyance
Schedule “C”	-	Definitions
Schedule “D”	-	Form of Note
Schedule “E”	-	Form of Assignment and Assumption Agreement

Whenever any term or condition, express or implied, of a Schedule conflicts with or is at variance with any term or condition in the main body of this Agreement, such term or condition in the main body of this Agreement shall prevail to the extent of the conflict.

12.5 Currency

All references to “$” or “Dollars” herein are references to Canadian currency.

12.6 Knowledge or Awareness

Where in this Agreement a representation or warranty is limited to the knowledge or awareness of Vendor, such knowledge or awareness consists of the actual knowledge or awareness of the Vendor. For the avoidance of doubt, knowledge or awareness does not include the knowledge of any third party or constructive knowledge.

12.7 Further Assurances

Each Party will, from time to time and at all times after the Closing, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

12.8 No Merger

The covenants, representations, warranties and indemnities contained in this Agreement shall survive the Closing and shall not merge in any assignments, conveyances, transfers or other documents executed and delivered at or after the Closing, notwithstanding any applicable law to the contrary and any such rules are hereby waived.

12.9 Entire Agreement

The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail to the extent of the conflict. This Agreement supersedes all other agreements, documents, writings and verbal understanding among the Parties relating to the subject matter hereof, and expresses the entire agreement of the Parties with respect to the subject matter hereof.

12.10 Governing Law

This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, and shall for all purposes be treated as a contract made in the Province of Alberta. The Parties irrevocably attorn and submit to the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom in respect of any disputes or matters arising out of this Agreement.

12.11 Enurement

This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and permitted assigns.

12.12 Time of Essence

Time shall be of the essence in this Agreement.

12.13 Notices

The addresses and electronic mail address of each Party for Notices (as defined below) shall be as follows:

Vendor: Personas Social Incorporated

Attention: Bill Lavin, Director E-mail: [ REDACTED ]

Purchaser: Mii.TV Inc.

Attention: Mark Itwaru E-mail: [ REDACTED ]

Any notice, communication or statement (a “ Notice ”) required, permitted or contemplated hereunder shall be in writing. A Party may from time to time change its address for service of Notice or its electronic mail address for service by giving Notice of such change to the other Party in accordance herewith.

12.14 Assignment

This Agreement may not be assigned by a Party without the prior written consent of the other Party, which consent may not be unreasonably or arbitrarily withheld.

12.15 Invalidity of Provisions

In case any of the provisions of this Agreement are determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining, provisions contained herein shall not in any way be affected or impaired thereby, save and except if such severance would materially and adversely affect the substance of the bargain of the Parties set forth herein.

12.16 Waiver

No waiver by a Party of any breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties contained herein shall take effect or be binding upon that Party unless the waiver is expressed in writing under the authority of that Party. Any waiver so given shall extend only to the particular breach so waived, and shall not limit or affect any rights with respect to any other or future breach.

12.17 Remedies Generally

No failure on the part of a Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under applicable law or otherwise conferred.

12.18 Amendment

This Agreement shall not be varied in its terms or amended by oral agreement or by representations or otherwise other than by an instrument in writing dated subsequent to the date hereof, which is executed by a duly authorized representative of each of the Parties.

12.19 Counterpart Execution and Delivery

This Agreement may be executed in counterpart and all such executed counterparts together shall constitute one valid and binding agreement between the Parties. Delivery hereof may be effected by electronic transmission by a Party of the executed page hereof duly execution by that Party.

IN WITNESS WHEREOF , the Parties have executed this Agreement, effective as of the day and year first above written.

PERSONAS SOCIAL INCORPORATED

Per:

Name: Bill Lavin

Title: Director

MII.TV INC.

Per:

Name: Mark Itwaru Title: Director

SCHEDULE “A.1” TO THE ASSET PURCHASE AND SALE AGREEMENT DATED AUGUST 19, 2024 AMONG PERSONAS SOCIAL INCORPORATED AND MII.TV INC.

ASSETS SCHEDULE

Mobile App
Domain name
Google & Apple store listing
Users list

SCHEDULE “A.2” TO THE ASSET PURCHASE AND SALE AGREEMENT DATED AUGUST 19, 2024 AMONG PERSONAS SOCIAL INCORPORATED AND MII.TV INC.

EXCLUDED ASSETS

Software
IP Address
Servers

SCHEDULE “B” TO THE ASSET PURCHASE AND SALE AGREEMENT DATED AUGUST 19, 2024 AMONG PERSONAS SOCIAL INCORPORATED AND MII.TV INC.

GENERAL CONVEYANCE

THIS AGREEMENT made this 19[th] day of August, 2024

BETWEEN:

PERSONAS SOCIAL INCORPORATED , a corporation incorporated under the laws of Alberta (hereinafter referred to as the “ Vendor ”)

and –

MII.TV INC. , a corporation incorporated under the laws of the Province of Ontario (hereinafter referred to as “ Purchaser ”)

WHEREAS Vendor has agreed to sell and convey the Assets to Purchaser which are tangible property and Purchaser has agreed to purchase and receive the Assets which are tangible property from Vendor in accordance with the terms of the Purchase Agreement;

NOW THEREFORE for the consideration provided in the Purchase Agreement and in consideration of the premises hereto and the covenants and agreements hereinafter set forth and contained, the Parties hereto covenant and agree as follows:

1. Definitions

In this General Conveyance including the premises hereto, “ Purchase Agreement ” means the agreement entitled Asset Purchase and Sale Agreement dated August 19, 2024 among Vendor and Purchaser. In addition, the definitions provided for in the Purchase Agreement are adopted herein by this reference.

2. Conveyance

Pursuant to and for the consideration provided for in the Purchase Agreement, Vendor hereby sells, assigns, transfers, conveys and sets over to Purchaser an undivided 100% interest in and to the Assets, to have and to hold the same absolutely, together with all benefit and advantage to be derived therefrom.

The other assets of the Vendor not used primarily or exclusively to operate the Business as currently conducted, including those set out in Schedule A.2 of the Purchase Agreement, constitute collectively the “ Excluded Assets ”.

3. Effective Time

Ownership of the interest in the Assets shall pass from Vendor to Purchaser as at the Closing Time on the Closing Date.

4. Subordinate Document

This General Conveyance is executed and delivered by the parties pursuant to the Purchase Agreement and the provisions of the Purchase Agreement shall prevail in the event of a conflict between the provisions of the Purchase Agreement and the provisions of this General Conveyance.

5. Enurement

This General Conveyance shall be binding upon and shall enure to the benefit of each of the Parties hereto and their respective trustees, receivers, receiver-managers, successors and permitted assigns.

6. Further Assurances

Each Party hereto will, from time to time and at all times hereafter, at the request of the other Party but without further consideration, do all such further acts and execute and deliver all such further documents as shall be reasonably required in order to fully perform and carry out the terms hereof.

7. Time of Essence

Time shall be of the essence in this General Conveyance.

8. Governing Law

This General Conveyance shall be construed in accordance with and governed by the laws of the Province of Alberta.

9. Counterpart Execution and Delivery

This General Conveyance may be executed in counterpart and all such executed counterparts together shall constitute one valid and binding agreement between the Parties. Delivery hereof may be effected by electronic transmission by a Party of the execution page hereof duly executed by that Party.

IN WITNESS WHEREOF the parties hereto have executed this General Conveyance on the date first above written.

PERSONAS SOCIAL INCORPORATED

Per: Name: Bill Lavin Title: Director

MII.TV INC.

Per: Name: Mark Itwaru Title: Director

SCHEDULE “C” TO THE ASSET PURCHASE AND SALE AGREEMENT DATED AUGUST 19, 2024 AMONG PERSONAS SOCIAL INCORPORATED AND MII.TV INC.

DEFINITIONS

In the Agreement, including the recitals and the Schedules, unless the context otherwise requires, the following terms shall have the following meanings ascribed to them:

(a) “ Assets ” means Vendor’s entire right, title, estate and interest (whether contingent, legal or beneficial) in and to all of the property and assets used primarily or exclusively in the Business including those listed and described in the Assets Schedule including, without limitation, the Intellectual Property and Intellectual Property Rights associated with the Assets, Assumed Contracts and assets listed and described in the Assets Schedule which may include but not be limited to any telephone listings, email accounts, website domains, customer lists, software licenses, prepaid expenses, books records, files, goodwill, and as otherwise specifically listed and described in the Assets Schedule, but in no event shall include the Excluded Assets;
(b) “ Assets Schedule ” means Schedule “A.1” to this Agreement;
(c) “ Assignment and Assumption Agreement ” means assignment and assumption agreement in substantially the form set out in Schedule “E” to this Agreement;
(d) “ Assumed Contracts ” means all of the Contracts to which the Vendor is a party in connection with the Business other than any Contract listed on Schedule “A.2” as an Excluded Asset;
(e) “ Business ” means the business of providing a live streaming social media platform which may be monetized;
(f) “ Claim ” means any claim, demand, action, cause of action, suit, arbitration, investigation, audit, proceeding, complaint, grievance, charge, prosecution, assessment or reassessment, including any appeal or application for review;
(g) “ Contract ” means any agreement, contract, lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding;
(h) “ Customers ” means the former, current and/or prospective customers/clients of the Vendor;
(i) “ Damages ” includes losses, costs, fines, penalties, charges or other damages suffered or incurred;
(j) “ Encumbrances ” means any encumbrance of any kind whatsoever and includes any pledge, lien, charge, security interest, lease, title retention agreement, mortgage, hypothec, restriction, royalty, right of first refusal, development or similar agreement, option or adverse claim or encumbrance of any kind or character whatsoever or howsoever arising, and any right or privilege capable of becoming any of the foregoing;
(k) “ Excise Tax Act ” means the Excise Tax Act (Canada), as amended from time to time, and the regulations promulgated thereunder;
(l) “ Excluded Assets ” means those Assets listed in Schedule “A.2”;
(m) “ Fundamental Representations ” means: (i) with respect to the Vendor, the representations and warranties in Sections 5.1(a), 5.1(e), 5.1(f) and 5.1(h)and (ii) with respect to the Purchaser, the representations and warranties in Sections 5.2(a) to 5.2(d);
(n) " Governmental Authority " or “ Governmental Authorities ” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasigovernmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government, including the TSXV;
(o) “ General Conveyance ” means the general conveyance in the form of Schedule “B”;
(p) “ Intellectual Property ” means any and all industrial or intellectual property (whether foreign or domestic, registered or unregistered) owned by the Vendor and related to the Assets and the Business, or used in the operation, conduct or maintenance of the Assets and the Business, as it is currently and has historically been operated, conducted or maintained, including, without limitation, those items listed and described in Schedule “A” as well as: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof; (ii) all trade-marks, trade-names, trade dress, logos, business names, corporate names, domain names, uniform resource locators (URL’s) and the internet websites related thereto, and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith; (iv) all designs, industrial designs, utility models, and

petty patents, and all applications, registrations and renewals in connection therewith; (v) all proprietary, technical or confidential information, including all trade secrets, processes, procedures, know-how, show-how, formulae, methods, data, compilations, databases and the information contained therein and all business and financial information relating to the Assets and the Business; (vi) all computer software (including all source code, object code and related documentation); and (vii) all current and future foreign counterparts of any of the foregoing, together with: (A) all copies and tangible embodiments of the foregoing (in whatever form or medium); (B) all improvements, modifications, translations, adaptations, refinements, derivations and combinations thereof; and (C) all Intellectual Property Rights related to each of the foregoing;

(q) “ Intellectual Property Rights ” means any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, performance or moral rights law, trade-secret law, confidential information law (including breach of confidence), trade-mark law, trade-name law, passing off, unfair competition law or other similar laws, and includes legislation by competent Governmental Authorities and judicial decisions under common law or equity, and for greater certainty includes the right to file any applications, and the right to claim for the same the priority rights derived from any applications filed under any treaty, convention, or any domestic laws of a country in which a prior application is filed;
(r) “ ITA ” means the Income Tax Act (Canada), as amended from time to time, and the regulations promulgated thereunder;
(s) “ Key Employees ” has the meaning ascribed thereto in Section 3.2(b)(iii);
(t) “ Losses ” means, in relation to a matter, all losses, costs, Claims, expenses, liabilities and Damages suffered, sustained, paid or incurred in connection with such matter and includes taxes (other than refundable taxes), reasonable costs of legal counsel (on a full indemnity basis) and other consultants and reasonable costs of investigating and defending Claims arising from such matter, regardless of whether such Claims are sustained, but does not include consequential or indirect losses or loss of profits;
(u) “ Note ” means the promissory note of the Purchaser issued in favour of the Vendor pursuant to Section 2.2(b), in the form set out in Schedule “D”.
(v) “ Parties ” means the parties to this Agreement and “ Party ” means any one of them;
(w) “ Purchaser Indemnified Parties ” means the Purchaser and its shareholders, directors, officers, employees and agents; (x) “ TSXV ” means the TSX Venture Exchange;
(y) “ Vendor Indemnified Parties ” means Vendor and their representatives and agents.

SCHEDULE “D” TO THE ASSET PURCHASE AND SALE AGREEMENT DATED AUGUST 19, 2024 AMONG PERSONAS SOCIAL INCORPORATED AND MII.TV INC.

FORM OF PROMISSORY NOTE

PROMISSORY NOTE

TO: Personas Social Incorporated August 19, 2024 155 University Ave, Suite 302 Toronto, Ontario M5H 3B7

1. PROMISE TO PAY

Subject to the terms and conditions of the Agreement (as defined below) and for value received, MII.TV INC. (the " Borrower ") promises to pay to or to the order of PERSONAS SOCIAL INCORPORATED (the " Lender "), at the above address, the sum of TWO MILLION TWO HUNDRED SEVENTY THOUSAND DOLLARS ($2,270,000) (the " Principal Amount "), in lawful money of Canada, as to:

(a) SEVEN HUNDRED AND FIFTY SIX THOUSAND SIX HUNDRED AND SIXTY SIX DOLLARS ($756,666) to be paid on or before the first anniversary of the Closing Date;
(b) SEVEN HUNDRED AND FIFTY SIX THOUSAND SIX HUNDRED AND SIXTY SIX DOLLARS ($756,666) to be paid on or before the second anniversary of the Closing Date; and
(c) SEVEN HUNDRED AND FIFTY SIX THOUSAND SIX HUNDRED AND SIXTY EIGHT DOLLARS ($756,668) to be paid on or before the third anniversary of the Closing Date (“ Maturity Date ”), together with such fees and monies which may from time to time be owing hereunder or pursuant hereto. No interest is payable under this Note and these amounts are subject to certain conditions and adjustments set forth in the Agreement (defined below).

Reference is made to the provisions of the asset purchase agreement dated August 19, 2024 (the " Agreement ") among the Lender and the Borrower. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Promissory Note (or for any inconsistency between the Agreement where it is more persuasive or less restrictive than this Promissory Note), the provisions of the Agreement shall prevail to the extent necessary to remove such conflict.

2. METHOD OF PAYMENT

All payments to be made by the Lender to the Borrower pursuant to this Promissory Note shall be made by cash or cheque payable to the Borrower, or as the Borrower may otherwise determine, on or before 4:00 p.m. (Vancouver time) on the date such payments are due.

3. PREPAYMENT

The Lender shall have the right to prepay, in whole, the Principal Amount and any other amounts due and payable hereunder at any time prior to the Maturity Date, without penalty or bonus in cash and/or securities of the Lender at a price per securities as agreed to by the parties.

4. DEFAULT AND PENALTIES

Upon the occurrence of an Event of Default, in accordance with the terms of the Agreement, the Principal Amount, shall be immediately due and payable in full and the Lender shall be entitled to exercise any and all rights and remedies possessed by the Lender pursuant to the terms of this Promissory Note, and the Agreement, as well as any and all other rights and remedies that the Lender may now or hereafter possess at law, in equity or by statute.

5. GOVERNING LAW AND JURISDICTION

This Promissory Note shall be governed by and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein (other than the conflict of laws rules). The parties hereby submit to the jurisdiction of the Courts of the Province of British Columbia in respect of any dispute arising under this Promissory Note.

6. WAIVER

The undersigned expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonour, notice of intent to accelerate the maturity hereof and notice of the acceleration of the maturity hereof.

7. NO DEDUCTION

All payments of principal, fees and other amounts to be made pursuant to this Promissory Note shall be made without deduction for, any and all present and future taxes, withholdings, levies, duties, any governmental charges and all liabilities with respect thereto.

8. NOTICE

Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or by third party courier, sent by facsimile or email transmission or sent by registered mail, postage prepaid, to the addresses set forth above. Any such notice shall be deemed given when so delivered personally or by third party courier or sent by facsimile or email transmission or, if mailed, on the fifth date following the date of mailing as evidenced by the receipt therefor.

9. SUCCESSORS AND ASSIGNS

This Promissory Note shall be binding upon the Borrower and its successors and assigns and shall enure to the benefit of the Lender and its successors and assigns. Any references herein to the Borrower or the Lender shall include their respective successors and assigns as if specifically named. This Promissory Note may not be assigned by the Lender without the prior written consent of the Borrower.

IN WITNESS WHEREOF the Borrower has executed this Promissory Note effective as of the date first written above.

MII.TV INC.

Per:

Name: Mark Itwaru

SCHEDULE “E” TO THE ASSET PURCHASE AND SALE AGREEMENT DATED AUGUST 19, 2024 AMONG PERSONAS SOCIAL INCORPORATED AND MII.TV INC.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT dated the 19[th] day of August, 2024 is made

BETWEEN:

PERSONAS SOCIAL INCORPORATED , a company incorporated under the laws of the Province of Alberta

(hereinafter called the “ Vendor ”)

OF THE FIRST PART,

AND:

MII.TV INC. , a company incorporated under the laws of the Province of Ontario

(hereinafter called the “ Purchaser ”)

OF THE SECOND PART.

WHEREAS by an Asset Purchase and Sale agreement dated August 19, 2024 between the Vendor and the Purchase (the " Purchase Agreement ") the Vendor agreed to sell and the Purchaser agreed to Purchase certain assets and properties of the Vendor on the terms set forth in the Purchase Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby by each of the parties acknowledged) the Vendor and the Purchaser covenant and agree as follows:

ARTICLE 1 - DEFINITIONS

In this Agreement, terms which are defined in the Purchase Agreement, which are used and capitalized in this Assignment shall have the respective meanings specified in the Purchase Agreement unless otherwise defined herein.

ARTICLE 2 - ASSIGNMENT

2.1 The Vendor hereby absolutely assigns, transfers and sets over unto the Purchaser:

(a) subject to the Purchase Agreement, all of the Vendor's right, title and interest in and to the Customer Deposits, being $1,160,720 and Accounts Payable, being $1,056,280 to the extent such right, title and interest is assignable;
(b) any and all monies payable under the Customer Deposits and Accounts Payable in respect of the period from and after the Closing Date;
(c) the benefit arising from and after the Closing Date of all warranties and covenants made or given by the parties to the Purchase Agreement other than the Vendor;

with full power and authority to sue for damages for breach of any covenant or agreement or for performance thereof.

ARTICLE 3 - ASSUMPTION

As of the Closing Date, the Purchaser hereby assumes those obligations of the Vendor under the Customer Deposits and Accounts Payable which are to be observed or performed on or after the Closing Date (which obligations are herein called the " Assumed Obligations ") and covenants and agrees with the Vendor that from and including the Closing Date, the Purchaser will observe and

perform all the Assumed Obligations.

ARTICLE 4 - FURTHER ASSURANCES

Each of the parties shall at all times hereafter execute and deliver all such further documents and instruments, and shall do such further acts and things as may be reasonable required to give full effect to this Assignment.

ARTICLE 5 - GOVERNING LAW

This assignment shall be governed by and constructed in accordance with the laws of the Province of Alberta.

ARTICLE 6 - ENUREMENT

This Assignment shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

ARTICLE 7 - COUNTERPARTS

This Agreement and any document required to be signed by any or all of the parties to this Agreement may be so executed in counterpart and a complete set of counterpart execution pages shall be provided to each party and delivery of such counterparts may be effected by means of telecopier.

IN WITNESS WHEREOF , the Parties have executed this Agreement, effective as of the day and year first above written.

PERSONAS SOCIAL INCORPORATED

Per:

Name: Bill Lavin Title: Director

MII.TV INC.

Per: Name: Mark Itwaru Title: Director

APPENDIX B STOCK OPTION PLAN

PERSONAS SOCIAL INCORPORATED

(the " Corporation ")

1. PURPOSE OF THE PLAN

Unless otherwise defined in the TSXV Policies, all capitalized terms are as defined below.

The Corporation hereby establishes a stock option plan for directors, senior officers, Employees, Management Corporation Employees and Consultants of the Corporation and its subsidiaries (collectively " Eligible Persons "), to be known as the "Stock Option Plan" (the " Plan "). The purpose of the Plan is to give to Eligible Persons, as additional compensation, the opportunity to participate in the success of the Corporation by granting to such individuals Options, to buy Shares of the Corporation at a price equal to the Market Price prevailing on the Grant Date less applicable discount, if any, permitted by TSXV Policies and approved by the Board.

2. DEFINITIONS

In this Plan, the following terms shall have the following meanings:

2.1 " Board " means the Board of Directors of the Corporation.
2.2 " Change of Control " means the acquisition by any person or by any person and all Joint Actors (as defined in the Securities Act), whether directly or indirectly, of voting securities of the Corporation, which, when added to all other voting securities of the Corporation at the time held by such person or by such person and a Joint Actor, totals for the first time not less than twenty percent (20%) of the outstanding voting securities of the Corporation or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Corporation.
2.3 " Corporation " means Personas Social Incorporated.
2.4 " Consultant " means a "Consultant" as defined in the TSXV Policies.
2.5 " Consultant Corporation " means a "Consultant Corporation" as defined in the TSXV Policies.
2.6 " Disability " means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:
(a) being employed or engaged by the Corporation, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Corporation or its subsidiaries; or
(b) acting as a director or officer of the Corporation or its subsidiaries.
2.7 " Discounted Market Price " of Shares means, if the Shares are listed only on the Exchange, the Market Price less the maximum discount permitted under the TSXV Policy applicable to Options.
2.8 " Distribution " means a "Distribution" as defined in the TSXV Policies.
2.9 " Eligible Persons " has the meaning given to that term in section 1 hereof.
2.10 " Employee " means an "Employee" as defined in the TSXV Policies.
2.11 " Exchange " means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.
2.12 " Expiry Date " means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

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2.13 " Grant Date " means the date specified in an Option Agreement as the date on which an Option is granted.
2.14 " Insider " means an "Insider" as defined in the TSXV Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation.
2.15 " Investor Relations Activities " means "Investor Relations Activities" as defined in the TSXV Policies.
2.16 " Joint Actor " means a person acting "jointly or in concert with" another person as that phrase is interpreted in the Securities Act.
2.17 " Management Corporation Employee " means a "Management Corporation Employee" as defined in the TSXV Policies.
2.18 " Market Price " of Shares at any Grant Date means the last closing price per Share on the trading day immediately preceding the day on which the Corporation announces the grant of the option or, if the grant is not announced, on the Grant Date, or if the Shares are not listed on any stock exchange, "Market Price" of Shares means the price per Share on the over-the-counter market determined by dividing the aggregate sale price of the Shares sold by the total number of such Shares so sold on the applicable market for the last day prior to the Grant Date.
2.19 " Option " means an option to purchase Shares granted pursuant to this Plan.
2.20 " Option Agreement " means an agreement, as approved by the Board from time to time, whereby the Corporation grants to an Optionee an Option.
2.21 " Optionee " means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.
2.22 " Option Price " means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.
2.23 " Option Shares " means the aggregate number of Shares which an Optionee may purchase under an Option.
2.24 " Plan " has the meaning given to that term in section 1 hereof.
2.25 " Securities Act " means the Securities Act (Alberta) as amended and supplemented from time to time.
2.26 " Shares " means the common shares in the capital of the Corporation as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.
2.27 " TSXV Policies " means the policies included in the Exchange’s Corporate Finance Manual and "TSXV Policy" means any one of them.
2.28 " Unissued Option Shares " means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.
2.29 "Vesting" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.
2.30 "VWAP" means the volume-weighted average trading price of the common shares on the Exchange calculated by dividing the total value by the total volume of the common shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

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3. GRANT OF OPTIONS

3.1 Price and Term

The Board may from time to time authorize the issue of Options to Eligible Persons of the Corporation and its subsidiaries. The Option Price under each Option shall be not less than the Discounted Market Price on the Grant Date. Options shall not be assignable (or transferable) by the Optionee.

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in therein, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, if applicable. For greater certainty, if the Corporation is listed on the Exchange, the maximum term may not exceed 10 years.

Should the expiry date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board.

"Black Out Period" means the period during which the relevant Participant is prohibited from exercising an Option due to trading restrictions imposed by the Corporation pursuant to any policy of the Corporation respecting restrictions on trading that is in effect at that time.

3.2 Limits on Shares Issuable on Exercise of Options

(a) The number of common shares reserved for issuance under the Plan in aggregate shall be 69,431,205.
(b) The maximum number of common shares issuable pursuant to all Options which may be granted under the Plan, at any point in time, to Insiders as a group may exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis, with disinterested shareholder approval being obtained.
(c) The maximum number of common shares issuable pursuant to all Options which may be granted under the Plan (calculated at the Grant Date), within any 12 month period, to Insiders as a group may exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis, with disinterested shareholder approval being obtained.
(d) The maximum number of common shares issuable pursuant to all Options which may be granted under the Plan (calculated at the Grant Date), within any 12 month period, to any one Optionee, may exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis, with disinterested shareholder approval being obtained.
(e) The maximum number of common shares issuable pursuant to all Options which may be granted under the Plan (calculated at the Grant Date), within any 12 month period, to any one Consultant shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis.
(f) The maximum number of common shares issuable pursuant to all Options which may be granted under the Plan (calculated at the Grant Date), within any 12 month period, to all Eligible Persons who undertake Investor Relations Activities shall not exceed 2% in the aggregate of the total number of issued and outstanding Shares on a non-diluted basis.

3.3 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Corporation the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. For Options to Employees, Consultants, Consultant Companies or Management Corporation Employees, the Corporation is representing herein and in the applicable Stock Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Corporation or Management Corporation Employee, as the case may be, of the Corporation or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan.

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4. EXERCISE OF OPTION

4.1 When Options May be Exercised

Subject to sections 4.3, 4.4, 4.5, 4.6 and 4.7, an Option may be exercised to purchase any number of Option Shares up to the number of Unissued Option Shares at any time after the Grant Date up to 4:00 p.m. local time on the Expiry Date and shall not be exercisable thereafter.

4.2 Manner of Exercise

The Option shall be exercisable by delivering to the Corporation a notice specifying the number of Option Shares in respect of which the Option is exercised together with payment in full of the Option Price for each such Option Share. Upon notice and payment there shall be a binding contract for the issue of the Option Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Delivery of the Optionee's cheque payable to the Corporation in the amount of the Option Price shall constitute payment of the Option Price unless the cheque is not honoured upon presentation in which case the Option shall not have been validly exercised.

4.3 Termination of Employment

In the following cases, an Option shall be exercisable as follows:

(a) Death of Eligible Person

Subject to a shorter period stated in agreements representing an option, and notwithstanding section 4.3(b), in the event of the death of a Eligible Person, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(i) by the person or persons to whom the Eligible Person's rights under the option shall pass by the Eligible Person's shall or the laws of descent and distribution; and

(ii) if and to the extent that such Eligible Person was entitled to exercise the Option at the date of his death.

(b) Ceasing To Be a Director, Officer, Consultant or Employee

Subject to section 4.3(a), if a Eligible Person shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Corporation Employee, for any reason (other than death), such Eligible Person may exercise his option to the extent that the Eligible Person was entitled to exercise it at the date of such cessation, provided that such option or portion of the option has vested, and provided that such exercise must occur within the earlier of (i) 60 days from the date of cessation subject to Board Discretion to allow up to a maximum of 12 months from the date of cessation, and (ii) the Expiry Date, and as such any remaining unvested and unexercised Options must expire, unless such Eligible Person was engaged in investor relations activities, in which case such exercise must occur within the earlier of (i) 30 days from the date of cessation, subject to Board discretion to allow up to a maximum of 12 months from the date of cessation, and (ii) the Expiry Date, and as such any remaining unvested and unexercised Options must expire.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Eligible Person any right with respect to continuance as a director, officer, consultant, employee or Management Corporation Employee of the Corporation or of any of its subsidiaries or affiliates.

4.4 Vesting of Option Shares

Except as set out in Section 4.7 below, any Options granted under the Stock Option Plan to persons who do not perform Investor Relations Activities for the Corporation shall vest over a three-year period as to 10% vesting immediately, 10% six months from grant date and 20% every six months thereafter, unless the Board, in its sole discretion, determines otherwise, which Options may contain a longer vesting period, a shorter vesting period or no vesting period at all.

Options granted to Consultants performing Investor Relations Activities shall vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.

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4.5 Effect of a Take-Over Bid

If a bona fide offer ( an " Offer ") for Shares is made to the Optionee or to shareholders of the Corporation generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation, within the meaning of subsection 1(1) of the Securities Act, the Corporation shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if:

(a) the Offer is not completed within the time specified therein; or
(b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised. If any Option Shares are returned to the Corporation under this paragraph 4.5, the Corporation shall immediately refund the exercise price to the Optionee for such Option Shares.

4.6 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of full particulars of the Offer, declare all Option Shares issuable upon the exercise of Options granted under the Plan, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options shall either be exercised or shall expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Directors shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days and not more than 35 days' notice is required.

4.7 Effect of a Change of Control

If a Change of Control occurs, all unvested Options granted to Eligible Persons who do not perform Investor Relations Activities shall vest immediately.

4.8 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

If the Optionee, or, in the case of a Management Corporation Employee or a Consultant Corporation, the Optionee's employer, retires, resigns or is terminated from employment or engagement with the Corporation or any subsidiary of the Corporation, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

4.9 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has expired may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

Any stock dividends issued by the Corporation, pursuant to sections 5.1, 5.2, and 5.3 or otherwise, must be included in the calculations of the limits set forth in section 3.2, and if any of these limits would be exceeded based on these securities issuances, the Corporation is permitted to make payment in cash if it does not have a sufficient number of common shares available under its Plan to satisfy its obligations in respect of such dividends.

Any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under the Plan must be subject to the prior acceptance of the Exchange, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization.

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5.1 Share Reorganization

Whenever the Corporation issues Shares to all or substantially all holders of Shares by way of a stock dividend or other distribution, or subdivides all outstanding Shares into a greater number of Shares, or combines or consolidates all outstanding Shares into a lesser number of Shares (each of such events being herein called a " Share Reorganization ") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation, for each Option:

(a) the Option Price shall be adjusted to a price per Share which is the product of:
(i) the Option Price in effect immediately before that effective date or record date; and
(ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and
(b) the number of Unissued Option Shares shall be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii); and

5.2 Special Distribution

Subject to the prior approval of the Exchange, whenever the Corporation issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a) shares of the Corporation, other than the Shares;
(b) evidences of indebtedness;
(c) any cash or other assets, excluding cash dividends (other than cash dividends which the Board has determined to be outside the normal course); or
(d) rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a " Special Distribution "), and effective immediately after the record date at which holders of Shares are determined for purposes of the Special Distribution, for each Option the Option Price shall be reduced, and the number of Unissued Option Shares shall be correspondingly increased, by such amount, if any, as is determined by the Board in its sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Corporation, other than as described in sections 5.1 or 5.2;
(b) a consolidation, merger or amalgamation of the Corporation with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities; or
(c) a transaction whereby all or substantially all of the Corporation's undertaking and assets become the property of another corporation;

(any such event being herein called a " Corporate Reorganization ") the Optionee shall have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and shall accept on the exercise

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of such option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Directors.

5.4 Determination of Option Price and Number of Unissued Option Shares

If any questions arise at any time with respect to the Option Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Corporation’s auditor, or, if they decline to so act, any other firm of Chartered Accountants in Calgary, Alberta, that the Directors may designate and who shall have access to all appropriate records and such determination shall be binding upon the Corporation and all Optionees.

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of paragraphs 5.1, 5.2 or 5.3 is subject to the prior approval of the Exchanges and any other governmental authority having jurisdiction.

6. NET EXERCISE AND CASHLESS EXERCISE

6.1 Procedure

Subject to the provisions of this Plan (including, without limitation, prior approval of the Board, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either):

(a) excluding Options held by any Investor Relations Service Provider (as defined by the Exchange), a “net exercise” procedure in which the Corporation issues to the Optionee, common shares equal to the number determined by dividing (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying common shares and the exercise price of the subject Options by (ii) the VWAP of the underlying common shares; or
(b) a broker assisted “cashless exercise” in which the Corporation delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Corporation to sell the common shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Corporation an amount equal to the exercise price and all applicable required withholding obligations a determined by the Corporation against delivery of the common shares to settle the applicable trade.

An Option may be exercised pursuant to this section 6 from time to time by delivery to the Corporation, at its head office or such other place as may be specified by the Corporation of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Corporation arising under applicable law and verified by the Corporation to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with this Plan with regard to any applicable tax and/or required withholding obligations and with such other procedures and policies as the

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Corporation may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.

6.2 Limits

In the event of a net exercise pursuant to section 6.1(a) or a cashless exercise pursuant to section 6.1(b), the number of Options exercised, surrendered or converted, and not the number of common shares actually issued by the Corporation, must be included in calculating the limits set forth section 3.2 of this Plan.

7. MISCELLANEOUS

7.1 Right to Employment

Neither this Plan nor any of the provisions hereof shall confer upon any Optionee any right with respect to employment or continued employment with the Corporation or any subsidiary of the Corporation or interfere in any way with the right of the Corporation or any subsidiary of the Corporation to terminate such employment.

7.2 Necessary Approvals

The Plan shall be effective upon approval of the requisite shareholders (disinterested shareholders or otherwise, as applicable) of the Corporation. Any Options granted under this Plan prior to such approvals shall only be exercised upon the receipt of such approvals . Disinterested shareholder approval (as required by the Exchange) shall be obtained for any reduction in the exercise price or extension of the term of any Option granted under this Plan if the Optionee is an Insider of the Corporation at the time of the proposed amendment. The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchange and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Option Price paid by an Optionee to the Corporation shall be immediately refunded to the Optionee by the Corporation.

7.3 Administration of the Plan

The Directors shall, without limitation, have full and final authority in their discretion, but subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in respect of the Plan. Except as set forth in section 5.4, the interpretation and construction of any provision of the Plan by the Directors shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

7.4 Income Taxes

In accordance with recent Canada Revenue Agency legislation, the Corporation is required to remit withholdings on the benefit realized as a result of the stock option exercise by certain Optionees.

As a condition of and prior to participation in the Plan, all Optionees acknowledge and agree that, if applicable, the Optionee shall remit to the Corporation the amount of withholdings to be forwarded to any taxing authority concurrently with the funds for the option exercise. Further, the Optionee shall supply his or her social insurance number to the Corporation and authorize the Corporation to calculate the amount of the remittance and remit same on his or her behalf.

As a condition of and prior to participation in the Plan any Optionee may on request authorize the Corporation in writing to withhold from any remuneration otherwise payable to him or her any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of his or her participation in the Plan.

7.5 Amendments to the Plan

The Directors may from time to time, subject to applicable law and to the prior approval, if required, of the Exchange or any other regulatory body having authority over the Corporation or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or

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discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

7.6 Form of Notice

A notice given to the Corporation shall be in writing, signed by the Optionee and delivered to the head business office of the Corporation.

7.7 No Representation or Warranty

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

7.8 Compliance with Applicable Law

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

7.9 No Assignment

No Optionee may assign any of his or her rights under the Plan or any option granted thereunder.

7.10 Rights of Optionees

An Optionee shall have no rights whatsoever as a shareholder of the Corporation in respect of any of the Unissued Option Shares (including, without limitation, voting rights or any right to receive dividends, warrants or rights under any rights offering).

7.11 Conflict

In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

7.12 Governing Law

The Plan and each Option Agreement issued pursuant to the Plan shall be governed by the laws of the province of Alberta.

7.13 Time of Essence

Time is of the essence of this Plan and of each Option Agreement. No extension of time shall be deemed to be or to operate as a waiver of the essentiality of time.

7.14 Entire Agreement

This Plan and the Option Agreement sets out the entire agreement between the Corporation and the Optionees relative to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, whether oral or written.

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APPENDIX C FAIRNESS OPINION

(See Attached)

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Fairness Opinion Report

Re: Fairness Opinion on the Fair Market Value of the Peeks Business Unit of Personas Social Inc., as of March 31, 2024

Prepared for

The Special Committee and the Board of Directors of Personas Social Incorporated

August 19, 2024

Lynch & Associates File No. 23YA001

INTRODUCTION .............................................................................................................................................. 3 ASSIGNMENT ................................................................................................................................................... 3 EXECUTIVE SUMMARY AND FAIRNESS OPINION ................................................................................... 5 BACKGROUND ................................................................................................................................................. 5 TERMS OF REFERENCE ................................................................................................................................. 5 SCOPE OF REVIEW ......................................................................................................................................... 6

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ASSUMPTIONS ................................................................................................................................................. 6 HISTORICAL FINANCIAL PERFORMANCE ................................................................................................ 7 FORECASTED FINANCIAL PERFORMANCE .............................................................................................. 8 INDUSTRY OVERVIEW ................................................................................................................................. 10 METHODOLOGIES TO DETERMINE FAIRNESS ...................................................................................... 10 BASIS OF FAIRNESS ASSESSMENT ............................................................................................................ 11 FAIR VALUE OF PURCHASE CONSIDERATION ...................................................................................... 14 CONCLUSION ................................................................................................................................................. 15 ASSESSMENT OF CONCLUSIONS ............................................................................................................... 15 RESTRICTIONS AND DISCLAIMERS .......................................................................................................... 15 APPENDIX A: RELEVANT MATERIALS ..................................................................................................... 17 APPENDIX B: INDEX OF SCHEDULES ........................................................................................................ 18 SCHEDULE A1: VALUATION SUMMARY .................................................................................................. 18 SCHEDULE A2: DISCOUNTED CASH FLOWS APPROACH ..................................................................... 18 SCHEDULE A3: TANGIBLE ASSET BACKING ........................................................................................... 18 SCHEDULE A4: WEIGHTED AVERAGE COST OF CAPITAL .................................................................. 18 SCHEDULE A5: HISTORICAL INCOME STATEMENTS ........................................................................... 18 SCHEDULE A6: HISTORICAL BALANCE SHEETS ................................................................................... 18 SCHEDULE A7: CALCULATION OF NORMALIZED EBITDA ................................................................. 18 SCHEDULE A8: FORECASTED INCOME STATEMENTS ......................................................................... 18 SCHEDULE A9: ESTIMATION OF FAIR VALUE OF PURCHASE CONSIDERATION ........................... 18

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Mr. Yousri Ahmed on Behalf of The Special Committee and the Board of Directors of Personas Social Incorporated. Re: Fairness Opinion on the Fair Market Value of the Peeks Business Unit Date of Valuation: March 31, 2024

August 19, 2024

Dear Mr. Ahmed,

INTRODUCTION

My name is Jennifer Lynch. I reside in Markham, in the province of Ontario, in the country of Canada. I am the President of Lynch & Associates, a firm of Forensic Accountants and Business Valuators.
I am a qualified expert witness in business valuation, forensic and investigative accounting, practicing in the areas of matrimonial disputes, partnership disputes, fraud examination related to asset misappropriation, money laundering, employment theft, financial statement manipulation, issues of bankruptcy, insolvency, business reorganization, and other fraud related cases. I also practice in the areas of personal injury and wrongful death claims for motor vehicle accidents (no-fault and tort), slip and fall incidents, medical malpractice cases, dog bite incidents, and sexual assault cases.
I obtained my Master of Business Administration degree through the Schulich School of Business. I hold both a Chartered Professional Accountant and a Certified Management Accountant designation. I also hold designations as a Certified Fraud Examiner, Certified Forensic Investigator, and Chartered Business Valuator.
I am also a Professor at York University teaching Earnings Management and Forensic Accounting course in the Master’s Program in Financial Accountability, Faculty of Liberal Arts and Professional Studies.
My curriculum of vitae (“ CV ”) has been attached at the end of this report. In completing this report, I have been assisted by the staff of Lynch & Associates, and this is reflected in my references to “we” when appropriate, although all the comments and opinions expressed are my own.

ASSIGNMENT

Lynch & Associates have been engaged by or on behalf of The Special Committee and the Board of Directors of Personas Social Inc. (“ PSI ”, " Client " or “Company” ) to prepare a fairness opinion (“ Fairness Opinion ”) report (the “ Report ”), providing my conclusion as to fairness of the fair market value (“ FMV ”) of the Peeks business unit (“ Peeks ”) and the consideration of to be received by PSI (“ Proposed Consideration ”), from a financial point of view, as of March 31, 2024 (the “ Fairness Opinion Date ”).
I acknowledge that it is my duty to provide evidence in relation to this proceeding is to provide opinion evidence that is fair, objective and non-partisan as to the fairness of the potential transaction (refer Paragraph 8) from a financial point of view to the shareholders of PSI (“ Shareholders ”) as at the Fairness Opinion Date.
Based on the information and explanation provided to us and considering all the relevant factors and circumstances detailed in this Report, I understand the following pertaining to the potential transaction (“ Potential Transaction ”):

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a. PSI will transfer 100% of Peeks’ web-based platform and all accompanying assets (the “ Peeks Assets ”) to Mii.TV. Corp (“ MTC ”), a company owned by the CEO of PSI – Mr. Mark Itwaru.
b. The management of PSI (“ Management ”) has determined the FMV of Peeks (comprising of all assets, platform, technology, any other intangibles and goodwill) at $4.30 million.
c. We understand that MTC will pay PSI $4.54 million for the acquisition of Peeks (the “ Purchase Consideration ”) as follows:
- 50.0% of the transaction value at the closing of the transaction (“ Transaction Date ”) in the form of cash or take over of operating debt of Peeks.
- The remaining 50.0% to be paid in equal installments over 3 years commencing at the end of the first year from the Transaction Date. In case Peeks ceases operation prior to the end of the third year, the remaining payments will be made on a pro-rated basis.
- Considering a discount for the time value of money due to the balance 50.0% of payment being spread over 3 years, the fair value of the Purchase Consideration is determined at approximately $4.36 million.
I understand that this Report will be used by you solely for fulfilling your fiduciary duties and no further use is envisaged. This Report is prepared for the internal purposes of the Special Committee and the Board of Directors of Personal Social Incorporated. This Report may be shared with your Shareholders through inclusion in public disclosure documents regarding the Potential Transaction and may be submitted to the TSX Venture Exchange.
I will be relying extensively on information, materials and representations provided to me by the Company’s management and associated representatives. Management has confirmed in writing that it has reviewed the Report in detail and that the information and Management’s representations contained in the Report are accurate, correct and complete, and that there are no material omissions of information that would affect the conclusions contained in the Report.
I do not assume any responsibility or liability for losses incurred by the Company, its Management and Shareholders or any other parties as a result of the circulation, publication, reproduction, or use of the Report, or any excerpts thereto contrary to the provisions of this section of the Report.
I also reserve the right to review all calculations included or referred to in the Report and, if I consider it necessary, to revise the Report in light of any information existing at the Fairness Opinion Date which becomes known to me after the date of the Report.
I acknowledge that the duty referred to above prevails over any obligation which I may owe to any party by whom or on whose behalf I am engaged.
I am not aware of any actual or potential conflict of interest that I may have in providing this Report. Neither I, nor my firm, Lynch & Associates, so far as I am aware, have any prior connection with the parties involved in this matter.
This Report has been prepared in compliance with the Chartered Business Valuators Institute (“ CBV ”) standards for the preparation of Reports, and in particular those standards that apply to fairness opinion reports. I was not engaged to prepare a Calculation Report or an Estimate Report or a Comprehensive Report, as defined under the CICBV Practice Standards. The scope of review was inherently limited by the nature of the Report being provided, and the conclusion expressed in the Report may have been different had a detailed Report been prepared.
This Report is subject to the scope, assumptions, exclusions, limitations, and disclaimers detailed hereinafter. As such the Report is to be read in totality, and not in parts, in conjunction with enclosed Schedules A1 to A8, as well as the relevant documents referenced to therein.
I confirm that I have acted independently and objectively. My fees for this engagement were based on time expended and were in no way contingent upon the conclusions of the Report or any action or event resulting from the use of the Report. Additionally, I and any close associates and family members, hold no shares of the

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Company and the Purchaser and am not considered an insider, associate, affiliate or interested party for the purposes of independence requirements under Multilateral Instrument (“ MI ”) 61-101.

Additionally, I have had no past or prior interactions or business relationships with the Company prior to the issuance of this Report.

EXECUTIVE SUMMARY AND FAIRNESS OPINION

For the purposes of my analysis, I have calculated the FMV of Peeks as a going concern. My conclusion of the FMV of Peeks using the discounted cash flows approach is set out in the table below. Unless otherwise indicated, all monetary amounts are stated in Canadian dollars (“ CAD ”).

Peeks Business Unit (CAD)	Low Mid High
Business enterprise value (BEV) Less: net debt Fair Market Value of the Peeks business unit (rounded) Fair value of Purchase Consideration	3,900,000 $ 4,300,000 $ 4,700,000 $ - - -
	3,900,000 4,300,000 4,700,000
	4,358,500

Based on the methodology adopted and the calculations detailed in this Report, I observe that the FMV of Peeks calculated by Management at $4.30 million is within the FMV range calculated by me and accordingly, is fair .
The fair value of the Purchase Consideration is determined at $4.36 million and is within the FMV range for Peeks calculated by me and lies above the mid point of my calculated range and below the high point of my calculated range. As such, the fair value of the Purchase Consideration is fair, from a financial point for view to PSI’s Shareholders.

BACKGROUND

For purposes of this Report, I have relied upon the following facts provided by the management of PSI. (the “ Management” ):
Personas Social Incorporated provides live streaming social media products and services for the use of consumers and businesses. The Company focuses on providing social commerce enabled products that allow for a monetizable user experience to all users. It operates in Canada, the United States, Africa, the Middle East, India, Europe, and internationally. The Company was formerly known as Peeks Social Ltd. and changed its name to Personas Social Incorporated in July 2020.
The primary streaming platform of PSI is Peeks. Peeks is a live streaming platform which has adult content.
The Company launched Keek platform (“Keek”) on June 28, 2023. Keek is a social video sharing application, similar to TikTok and Snapchat.
The Company is currently facing hurdles in promoting the new product (Keek) due to the adult content flag associated with the existing product (Peeks). Accordingly, the Management of the Company has decided to transfer the rights of Peeks unit to MTC in return for royalty payments as detailed in Paragraph 8.
As at the Fairness Opinion Date, the shares of PSI were held by the founders, institutional investors and retail investors. Approximately 54.7% of shares are held by insiders as at the Fairness Opinion Date.

TERMS OF REFERENCE

My Report has been prepared in accordance with CBV Practice Standards 510 for Fairness Opinion Report.

A Fairness Opinion report is defined as a report that:

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“any written communication containing a conclusion as to the fairness of a proposed transaction to security holders (or a group of security holders), from a financial point of view.

For the purpose of my Report, FMV is defined as:

"… the highest price, expressed in terms of cash equivalents, at which property would change hands between hypothetical willing and able seller, acting at arm's length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts."

As defined, FMV may not be equal to the price actually realized in an open market sale. Actual transactions prices for a particular business can vary due to such things as differing negotiating strengths, unequal motivation to transact and non-cash purchase consideration.
Furthermore, to the extent they exist, special interest purchasers may perceive post-acquisition economic synergies or strategic advantages associated with the purchase of Peeks (e.g., higher earnings due to economies of scale). As a result, they may be willing to pay a price higher than FMV. The nature of my assignment did not allow us to expose Peeks to the market. I am therefore not able to determine if the price a special interest purchaser might pay would differ from the FMV determined herein.
Therefore, while my conclusion is suitable for notional valuation (e.g., the division of property), the values determined in this Report may not be an appropriate asking price if Peeks were actually exposed to the market for sale.
Finally, my fairness assessment considers Peeks on a "stand-alone" basis. That is, my conclusions are based upon the Peeks’ net asset values, and rate of return required by investors given economic and business conditions existing at the Fairness Opinion Date and does not consider PSI as a whole.

SCOPE OF REVIEW

Following was my scope of review in preparing this Report:

Review of PSI’s financial statements for the years/periods ended December 31, 2020, to December 321, 2023, and provisional financial statements for the 3-month period ending March 31, 2024.
Forecasted financial statements of the Peeks business for the period April 1, 2024, to December 31, 2028, as provided by Management.
Interviews with the Management concerning the past, present, and future operating results of Peeks.
PSI’s tax filings for the period ended December 31, 2020. I understand that tax filings beyond this date were not available.
Other source documents relied upon are detailed in Appendix A of this Report.
Representation letter prepared and signed by ] dated August 13, 2024.

ASSUMPTIONS

This valuation is subject to the following assumptions and limiting conditions:

I have assumed that public data, industry data, statistical data, and other information developed by third parties are accurate.
I have not audited, reviewed, or compiled any financial information provided by the Company and its representatives, who have warranted to us that the information they supplied was complete and accurate to the best of their knowledge and reflective of the Company's results of operations and financial and business condition in accordance with generally accepted accounting principles, unless otherwise noted.

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Except as noted, I have relied on the representations of the Management, except as specifically stated to the contrary in this Report. I have not attempted to confirm whether all assets of the business are free and clear of liens and encumbrances or that PSI/Peeks have good title to all assets.
In my Report, I have made numerous macroeconomic, fiscal, and qualitative assumptions that have an influence on the final valuation of Peeks.
Based on discussions with Management, I understand that debt pertaining to customer deposits and trades payable in PSI’s balance sheet as at the Fairness Opinion Date are attributable to the Peeks line of business and will be transferred as a part of the Proposed Transaction.
Based on extensive discussions with Management I understand that Peeks has faced many social, regulatory and financial issues. There exist issues with monitoring content on the platform and also issues with being associated with adult content. Additionally, I understand that the banking permissions for the platform are currently being discussed with banking providers, who are desirous of not providing banking services to the platform (on account of the adult content exceeding their risk tolerances). Hence, I have considered a high company specific discount rate of 10.0% to 12.0% on account of these risks which can likely cause going concern issues for the platform. My risk assessment is based on my extensive discussions with Management, and I have placed reliance on Management for understanding the risks associated with the Business.

HISTORICAL FINANCIAL PERFORMANCE Income Statement

Almost all of PSI’s revenues are currently derived from Peeks. The Keek business line was only launched on June 28, 2023. PSI’s historical income statements for the years ended December 31, 2020, to December 31, 2023, and 3-month period ended March 31, 2024, are summarized in Schedule A5.
Revenues grew at a compounded annual growth rate (“ CAGR ”) of 9.4% between 2020 and 2023 driven by increased consumer adoption which led to improved tipping and virtual currency revenues. Reported earnings before interest, taxes, depreciation, and amortization (“ EBITDA ”) grew from ($3.0 million) for the year ended December 31, 2020, to $$505,664 by the end of 2022. While EBITDA declined to ($164,066) in 2022, it could be attributable to one time consulting fees of $420,000 paid during the year. Adjusted for these consulting fees, the normalized EBITDA for 2023 would have been $314,623. EBITDA for the 3-month period ending March 31, 2024, is $140,718.
To normalize historical revenues and EBITDA, I identified expenses that were discretionary, redundant, or non-recurring in nature. The adjustments, as detailed in Schedule A7 and are summarized below.
One-time expenses pertaining to bad-debts, consulting fees and stock-based compensation to Management have been added back.
Salary of Ms. Eva Grandos, the wife of Mr. Mark Itwaru has been added back as redundant.
Average of professional fees has been applied to the historical years to normalize the spend. I understand that all professional fees were incurred for regular operations of the business.

Based on these adjustments the adjusted operating EBITDA (detailed in Schedule A7) is summarized below.

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For the year ended December 31,		2020		2021	2022		2023	31-Mar-24	2024E
Reported Revenue	$	3,679,854	$	3,839,064	4,459,468 $	$	4,814,298	1,165,814 $	4,663,256 $
Growth (%)				4.3%	16.2%		8.0%		-3.1%
Reported gross profit		1,531,018		1,558,125	2,046,559		2,157,822	517,990	2,071,960
		41.6%		40.6%	45.9%		44.8%	44.4%	44.4%
Reported operating EBITDA		(2,952,245)		(926,499)	505,664		(105,377)	140,718	562,872
% of reported revenues		-80.2%		-24.1%	11.3%		-2.2%	12.1%	12.1%
Add: stock based compensation - one time		843,564		-	-		40,000	-	-
Add: bad debts - one time		-		66,685	-		-	-	-
Add: consulting fees - One time		-		-	-		420,000	-	-
Add: professional expenses		412,165		315,088	321,227		298,169	71,600	286,400
Less: normalized average professional expenses		(326,610)		(326,610)	(326,610)		(326,610)	(81,652)	(326,610)
Add: salary of Eva Grandos		-		-	35,500		71,000	17,750	71,000
Adjusted operating EBITDA		(2,023,126)		(871,336)	535,781		397,182	148,416	593,662
% of revenues		-55.0%		-22.7%	12.0%		8.3%	12.7%	12.7%

Balance Sheet

The historical balance sheets of the Company are set out in Schedule A6.
Based on discussions with Management I understand that all assets, with the exception of certain furniture and servers, and liabilities for trade payables and customer deposits will remain with the Company when Peeks is carved out. Based on discussions with Management, it was understood that the book values of these carved out fixed assets aggregated approximately $19,464.
With respect to the balances transferred to Peeks, I assumed the amounts therein reasonably represented FMV, as they were current in nature and were expected to be converted to cash in the near term. It is assumed that all assets and liabilities as at the Fairness Opinion Date were recorded in the books of the Company as of March 31, 2024.
As at the Fairness Opinion Date, PSI’s accumulated non-capital losses aggregated approximately $21.3 million. It is assumed that these losses will not be transferred with Peeks and will be retained by PSI.

FORECASTED FINANCIAL PERFORMANCE

Management provided me with financial projections for the fiscal years ending December 31, 2024, to December 31, 2028, which are set out in Schedule A8. Through discussions with Management, I obtained a general understanding of the key assumptions underlying Management’s projections, as noted below.
Management has forecast a revenue CAGR of 9.7% till 2028. According to Management, this growth will be driven by increased subscriptions and user acceptance, which are expected to contribute to increased tipping and associated virtual currency revenues. Management’s revenue growth forecast is based on the expected industry revenue growth during this period. Management also reviewed growth expectations for somewhat comparable competitors such as TikTok (revenue CAGR forecasts of 29.1% between 2023 and 2025), Snap Inc. (revenue CAGR forecasts of 6.8% to 14.0% from different analysts between 2023 and 2028), Pinterest, Inc. (revenue CAGR forecasts of approximately 15.9% between 2023 and 2028), Match Group Inc. (revenue CAGR of 6.7% between 2023 and 2028) and Meta Inc. (revenue CAGR of 12.5% between 2023 and 2028). Management observed that its forecasts are in line with the revenue CAGR for these companies. I find Management’s forecasts to be reasonable given the much smaller size of Peeks’ operations as compared to TikTok, Pinterest Inc., Match Group Inc., Meta Inc. or Snap Inc. Based on an independent assessment, I note

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that Peeks’ revenue CAGR of 9.7% lies between analyst estimates of 6.7% to 29.1% CAGR for the industry between 2023 and 2028[1] .

Gross margins are expected to remain in line with historical levels of approximately 44.4% of revenues in 2024, improving to 55.5% of revenues by 2028 (which mirrors Snapchat’s current trailing twelve-month gross margins of 55.6%). As such, Management’s gross margin forecasts appear reasonable.
Management has forecasted EBITDA margins (before any adjustments detailed in Schedule 7 and paragraph 58 below) of 12.1% of revenues in 2024, improving to 29.0% of revenues by 2028. This improvement in EBITDA margins is largely expected to be driven by decreasing operating costs as fixed costs are not expected to substantially increase in line with revenue growth. Some of the somewhat comparable companies identified are not profitable and the EBITDA margin range of the profitable comparable companies ranges from 1.4% to 43.6%. As such, I find support for Management’s EBITDA margin forecasts.

57. The table below sets out Management’s projected revenue, gross margin and EBITDA forecasts.

For the year ended December 31, (CAD)	2024 2025 2026 2027 2028
Tipping Revenue Virtual currency revenue Total income Costs to sell Gross profit Operating costs EBITDA before adjustments	3,231,784 $ 3,797,346 $ 4,366,948 $ 4,890,982 $ 5,135,531 $ 1,431,472 1,681,980 1,934,277 2,166,390 2,274,709
	4,663,256 5,479,326 6,301,225 7,057,372 7,410,240
	-3.1% 17.5% 15.0% 12.0% 5.0% (2,591,296) (2,849,249) (3,150,612) (3,352,252) (3,297,557) -55.6% -52.0% -50.0% -47.5% -44.5%
	2,071,960 2,630,076 3,150,612 3,705,120 4,112,683
	44.4% 48.0% 50.0% 52.5% 55.5% (1,509,088) (1,659,997) (1,784,497) (1,873,721) (1,967,407)
	562,872 970,080 1,366,116 1,831,399 2,145,276
	12.1% 17.7% 21.7% 26.0% 29.0%

To normalize forecasted EBITDA, I identified expenses that were discretionary, redundant, or non-recurring in nature. The adjustments, as detailed in Schedule A8 and are summarized below.
Salary of Ms. Eva Grandos, the wife of Mr. Mark Itwaru has been added back as redundant.
Professional expenses for 2024 have been adjusted based on average of historical professional expenses.
The adjusted EBITDA is as follows:

For the year ended December 31, (CAD)	2024 2025 2026 2027 2028
Forecasted EBITDA 422,154 970,080 1,366,116 1,831,399 2,145,276 Add: Ms. Eva Grandos' salary 53,250 74,550 78,278 82,191 86,301 Adjustment for normalized professional expenses (30,157) - - - - Adjusted EBITDA 445,247 1,044,630 1,444,393 1,913,590 2,231,577 Note: 2023 is for 9 month period April 1, 2024 to December 31, 2024.	422,154 970,080 1,366,116 1,831,399 2,145,276 53,250 74,550 78,278 82,191 86,301 (30,157) - - - -
	445,247 1,044,630 1,444,393 1,913,590 2,231,577

1Comprising of various analyst forecasts of the identified somewhat comparable companies – TikTok, Snap Inc., Pinterest, Inc., Match Group Inc. and Meta Platforms Inc.

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Management expects capital expenditure and working capital requirements of 3.0% and 5.0% of revenues respectively. This is based on the observed working capital and capital expenditure requirements in the industry. Based on my independent assessment, I note that the working capital requirements of the somewhat comparable companies ranged from (10.3%) of revenues to 14.0% of revenues, while capital expenditures as a percentage of revenues ranged from 0.7% to 3.2%. Industry averages for Software System and Application industry from Aswath Damodaran are 11.2% for working capital and 5.9% for capital expenditure. The average working capital and capital expenditure as a percentage of revenues from the aforementioned sources are 5.3% and 2.9% respectively, which mirror’s Management’s selected working capital and capital expenditure assumptions. As such, I find support for Management’s assumptions.

INDUSTRY OVERVIEW

According to Statista, the total revenue in the Social Networking market is projected to reach US$129.6 billion in 2022. Total revenue is expected to show an annual growth rate (CAGR 2022-2027) of 7.3%, resulting in a projected market volume of US$189.5 billion by 2027. According to the Business Research Company, the social media market is expected to grow at a CAGR of 17.1% between 2023 and 2027. Future Market Insights has forecasted a CAGR for the social media content creation industry of 14.5% between 2022 and 2032.
According to Maximize Market, the adult Entertainment Market size was valued at USD 173 Billion in 2023 and is expected to grow at a CAGR of 5.3% between 2024 to 2030, reaching nearly USD 248 Billion.
Analyst reports have estimated TikTok, a somewhat close competitor to have a revenue CAGR of 29.1% between for 2023 to 2025. Snap Inc., another somewhat close competitor is expected to have a revenue CAGR of 6.8% to 14.0% between 2023 to 2028. Other competitors such as Pinterest, Inc, Meta Inc. and Match Group Inc. are expected to have revenue CAGR at 15.9%, 12.5% and 6.7% respectively between 2023 and 2028.
The industry’s revenue growth expectations support Management’s revenue forecasts.

METHODOLOGIES TO DETERMINE FAIRNESS

There are several commonly used and accepted methods for determining the value of a company, which have been considered in the present case, to the extent relevant and applicable, including:
Income-based Approach
Market Comparison Approach
Asset-based Approach
Valuation of companies and its assets is dependent on multiple factors and may not be completely accurate, because there could be uncertainties beyond my current data and knowledge. These factors can include company-specific factors such as the company size, stage in the life cycle, corporate governance, quality of financial and other information, and tax jurisdictions. External factors such as changes in macroeconomic conditions and government mandates can also significantly impact the accuracy of my valuation. In my Report, I have made numerous macroeconomic, fiscal, and qualitative assumptions that have an influence on the final valuation of the company.
The purpose of the valuation may vary and influence my final methodology. Valuation purposes can be for transaction-based reasons such as private financing, initial public offering, acquisition, bankruptcy, and sharebased compensation. Valuation can also be done for compliance reasons such as financial reporting and tax reporting. Litigation for lost profits and shareholder disputes can also result in a court-ordered valuation. My choice of valuation approach is based on conventional methodologies adopted for similar transactions and my reasonable judgement based on previous experiences.

Income-based Approach

Under the income-based approach, the value of the company is determined as the present value of the expected income generation in the future. This method relies on earning normalization, cash flow estimation, and precise

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determination of the required rate of return to ensure an accurate intrinsic value of the company. This approach has multiple forms, including free cash flow to equity, free cash flow to firm, and residual income calculation.

Valuation under this approach is sensitive to the require rate of return. Estimation of the correct required rate of return can be challenging because there are multiple factors to consider, including the company size, leverage, management risks, and government benchmark yields. For acquisitions and equity financing, having a controlling stake can also influence the final discount rate. The cost of capital is based on reasonable macroeconomic and company-specific estimates.

Market-based Approach

Under this method, value of a company is derived via direct comparisons to public companies and acquired enterprises. Because the market approach relies on data from actual market transactions, it is the preferred method of valuation in court litigation. One form of the method establishes a value based on the observed multiples from trading activity of public companies, adjusted for the difference in relative risks and growth prospects. Another form of the method relies on pricing multiples derived from the acquisition of previous private companies.
The primary challenge to this method is finding the appropriate companies for comparisons and accurately assessing their pricings. Each individual company may operate in a slightly different line of business and have different risks and growth prospects. Risk factors include leverage, form of operations, current operating status, management capabilities, life cycle, and size differences. By taking the risk-adjusted average of historical transactions, I should get a general estimate of the pricing range of the target.

Asset-based Approach

The principle underlying the asset-based approach is that the value of the enterprise is equal to the fair asset value less the fair value of its liabilities. This approach is generally not used for going concern, due to limited data to directly value intangible assets such as customer relationships, supplier contracts, brands, etc. However, when the company has ceased operations and its value as a going concern is lower than its net asset value, asset-based approach may be useful to evaluate the potential liquidation value of such company. Resources and financial companies may also use asset-based approach because the bulk of their balance sheet is in tangible and marketable assets.

BASIS OF FAIRNESS ASSESSMENT

I have calculated the FMV of Peeks assuming the business unit to be a going concern at the Fairness Opinion Date.
I have used the income approach, specifically the discounted cash flows (“ DCF ”) approach to arrive at the FMV of Peeks under this scenario.
Under the DCF method, business enterprise value (“ BEV ”) is determined by discounting Peeks’ discretionary forecast cash flows with an appropriate discount rate, approximated by Peeks’ weighted average cost of capital (“ WACC ”). A company’s/business unit’s WACC is an expression of the rate of return required by notional purchasers to compensate them for the time value of their money, as well as the risk inherent in the particular investment. It contains no implicit expectations of growth as these expectations are reflected explicitly in the projected discretionary cash flows. Taking into consideration the operating and investing activities required for the Peeks to meet its forecasts, the resulting residual cash flow was, in theory, discretionary to the Peeks’ sources of capital. My calculation of the FMV of the assets began with a determination of Peeks’ discretionary cash flow forecast, followed by a determination of the Peeks’ WACC.
Management provided me with financial projections for the fiscal years ending December 31, 2024, to December 31, 2028, which are set out in Schedule A8. Through discussions with Management, I obtained a

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general understanding of the key assumptions underlying Management’s projections as set out in Paragraphs 53 to 59.

In arriving at Peeks’ discretionary cash flows, from the adjusted EBITDA forecasts, I made the following adjustments:
Subtracted corporate income taxes at the combined federal and provincial substantively enacted tax rates for Ontario and Canada.
Subtracted Peeks’ increasing working capital requirements pursuant to my analysis in Paragraph 59 and based on discussions with Management.
Subtracted annual sustaining capital equipment expenditure requirement pursuant to Paragraph 59, net of tax shield calculated using a blended CCA rate of 37.5%, rate of return of 28.4% and tax rate of 26.5%.

Calculating the WACC

A WACC is the expected rate of return an investor would require in order to invest in a particular business or asset and is to a company’s/business unit’s after-tax discretionary cash flow in each year of the forecast. The potential investment would be available in the forms of debt and equity and ultimately, a business’s overall cost of capital would be a blend of the individual costs for each of these components.
The WACC is calculated by weighting the required returns on interest-bearing debt and equity capital in proportion to their estimated percentages in an expected capital structure. The general formula for calculating the WACC is as follows:

WACC = (Kdebt × Debt %) + (Kequity × Equity %)

Components of this formula are: Kdebt = After-tax rate of return on debt capital Debt % = Debt as a percentage of total invested capital
Kequity = Rate of return on common equity capital

Equity % = Equity as a percentage of the total invested capital

Cost of Equity[2]

As set out on Schedule A4, to determine the appropriate cost of equity for Peeks, I used the build-up method, whereby the cost of equity is calculated as follows: Kequity = Rf + Rp + Ri + Rc + Rs + Ra
Components of this formula are: Rf = Risk free rate Rp = Equity risk premium Ri = Industry risk premium Rc = Country risk premium Rs = Size premium Ri = Company specific risk premium
A 4.5% Risk Free Rate (“ RFR ”) was selected, representing the 20-Year Treasury Constant Maturity Rate available on the Fairness Opinion Date at the Federal Reserve Bank.
A 6.5% Equity Risk Premium (ERP) was selected, representing the Historical ERP calculated using the S&P 500 average annual return of 11.8% derived from CRSP data for the 1928 - 2023 period and a 5.4% 20-year T- Bond average annual return (Reconstructed) for the same timeframe.

2 Source: BVR Research

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An implied 1.9% Industry Risk Premium (IRP) was calculated using an industry beta of 1.29 selected based on professional judgment. The industry beta for 2023 US Software (System & Application) was sourced from Dr. Aswath Damodaran and included 351 firms.
A country risk premium of 0.0% was selected based on the Duff and Phelps Valuation Handbook.
A 5.2% Size Premium (SP) was selected. The Size Premium was based on CRSP decile 9-10 which included 1,223 firms with an equity market capitalization size ranging from $1,576,000 to $554,523,000 in Q4 2023. The CRSP decile 9_10 mean annual return reached 17.0% between 1928 and 2023. The mean annual return for the S&P 500 for the same period was 11.8%.
A business unit specific risk premium of 10.0% to 12.0% was selected to reflect the risks inherent in achieving the Peeks’ forecasted discretionary cash flows. Specifically, I considered the following positive and negative factors:

Positive Factors

Consistently growing revenues and user base.
Strong and committed management team that has worked towards improving EBITDA margins every year since incorporation as exhibited by positive EBITDA margins in the last two years.

Negative Factors

Significant risks associated with achievement of revenue and EBITDA forecasts along with risks associated with subsequent growth.
Limited geographic presence
Competitive industry with already established large players.
Additional size discount for business unit against PSI as a whole.
Regulatory concerns within the adult content industry
Risks associated with the AppStore’s ability to forbid this type of business on their platform.
Risks associated with banks and payment processing companies not wanting to provide services to an adult content business.

Other

General economic conditions prevailing at the Fairness Opinion Date especially Ontario’s economy.
Market rates of return on other available investments.
Based on the aforementioned, I calculated costs of equity to be 28.0% to 30.0% as at the Fairness Opinion Date.

Cost of Debt

To verify the Company’s/Peeks’ long-term cost of borrowing, I compared it to the synthetic yields of B to B+ rated firms in a study by Aswath Damodaran[3] . According to the study, B to B+ rated firms had a spread of 4.8% to 6.5% over the risk-free rate which equates to an approximate cost of debt of 9.2% to 11.0%. Accordingly, I selected a pre-tax cost of debt of 9.5% to 11.5% for Peeks. I applied a tax rate of 26.5% based on the substantively enacted, combined federal and provincial corporate income tax rates in Ontario as at the Fairness Opinion Date.
Based on the aforementioned, I calculated the after-tax cost of debt for Peeks to be 7.0% to 8.5%.

3 Source: Estimating a synthetic rating and cost of debt by Aswath Damodaran

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Optimal Capital Structure

When calculating WACC, a determination of the subject company/unit’s optimal capital structure is required. In my WACC calculations, I assumed Peeks’ optimal capital structures would include 5.0% of debt. In arriving at my assessment of the optimal capital structure:
A review of the debt to capital ratio of the industry by Ashwath Damodaran and
Discussions with Management.

Selected WACC at the Fairness Opinion Date

Once I applied my determination of an optimal capital structure to the cost of equity and cost of debt, I calculated the Peeks’ WACC to be in the range of 27.0% to 29.0%, with an approximate mid-point of 28.0%.

Long Term Growth Rate

A long-term growth rate of 2.0% was assumed based on the expected long-term inflation for Canada. Determination of Terminal Value
As Peeks’ cash flows were expected to continue beyond the years considered in Management’s forecast (i.e., the terminal period), I also estimated the value of Peeks’ terminal period. To estimate the present value of the discretionary cash flow in the terminal period, I reviewed consensus estimates for long-term economic growth and selected a long-term growth rate for Peeks of 2.0%. I then adjusted the WACC for the long-term growth rate to calculate a capitalization rate and in turn, applied the capitalization rate to the discretionary cash flow for the terminal period.

Present Value of Discretionary Cash Flows

To determine the BEV for Peeks, I discounted Peeks forecasted discretionary cash flows to their present values using the market participant WACC as the discount rate.

Calculation of Business Enterprise Value

As set out in Schedule A2, I added the existing value of tax shields of assets taken over at $3,000 to my determination of the present value of the after-tax net discretionary cash flows. In doing so, I calculated the Peeks’ BEV at the Fairness Opinion Date, using the DCF approach, to be in a range of approximately $3.90 million to $4.70 million with a midpoint of $4.30 million.

Calculation of Fair Market Value of the Peeks

As set out in Schedule A1, I did not deduct net debt that is being assumed by the buyer to arrive at a fair market value range of $3.90 million to $4.70 million with a mid point of $4.30 million for Peeks.

FAIR VALUE OF PURCHASE CONSIDERATION

I understand that MTC will pay PSI $4.54 million for the acquisition of Peeks as follows:
50.0% of the transaction value at the closing of the transaction in the form of cash or takeover of operating debt of Peeks.
The remaining 50.0% to be paid in equal installments over 3 years commencing at the end of the first year from the Transaction Date. In case Peeks ceases operation prior to the end of the third year, the remaining payments will be made on a pro-rated basis.
Considering a discount for the time value of money due to the balance 50.0% of payment being spread over 3 years, the fair value of the Purchase Consideration is determined at approximately $4.36 million. For the discount rate I used the 1 to 3 year average yield of Government of Canada Marketable Bonds of 4.29% from Bank of Canada. My analysis of the fair value of the Purchase Consideration is set out in Schedule A9.

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CONCLUSION

Based on the scope of my review and subject to the restrictions, qualifications, and assumptions noted herein, I calculated the en bloc FMV of Peeks to be in a range from $3.90 million to $4.70 million, with a midpoint of $4.30 million as at the Fairness Opinion Date, as detailed on Schedule A1.
I observe that the FMV of Peeks calculated by Management at $4.30 million is within the FMV range calculated by me and accordingly, is fair .
The fair value of the Purchase Consideration is determined at $4.36 million is within my calculated FMV range for Peeks and is above the mid point of my calculated range and below the high point of my calculated range. As such, the fair value of the Purchase Consideration is fair , from a financial point for view to PSI’s Shareholders.

ASSESSMENT OF CONCLUSIONS

To assess the reasonability of my conclusions, I have reviewed available data for the somewhat comparable transactions and somewhat comparable publicly traded companies in the industries. I note the following:
The EV/ Revenue multiple of the somewhat comparable public companies ranges from 3.8x to 9.0x.
The EV/EBITDA multiple of the somewhat comparable public companies ranges from –78.3x to 23.5x.
EV/Revenue multiples of somewhat comparable transactions in NAICS 513210 ranges from 0.7x to 1.4x.
EV/EBITDA multiples of somewhat comparable transactions in NAICS 513210 ranges from 1.7x to 6.5x.
Due to significant differences in size, service offerings, geographic locations, and other factors, I caution that Peeks and the somewhat comparable transactions and somewhat comparable public companies selected for review are not directly comparable. The multiples of the somewhat comparable transactions and somewhat comparable public companies have only been reviewed as a secondary test on my findings, giving a general sense of the reasonability of my value conclusions.
As detailed in Schedule A1, my value conclusions for Peeks imply an EV/EBITDA multiple range of 6.6x to 7.9x which lies within the range of the somewhat comparable public companies and also approximates the high end of the somewhat comparable transactions. As such, I find support to my assessment.
My value conclusions for Peeks imply an EV/Revenue multiple range of 0.8x to 1.0x which is within the range of the somewhat comparable transactions in the industry. Accordingly, I find further support to my assessment.

RESTRICTIONS AND DISCLAIMERS

I have been engaged as independent professional accountants and chartered business valuator to provide a fairness opinion. The terms of my engagement are to act in an independent and objective manner and to provide my opinion based on my assessment of the facts and my analysis. Neither my firm nor its principal have a financial interest in these proceedings. My fees are solely based on the time expended and not contingent upon the ultimate results or conclusions.
I reserve the right to revise my estimates of fair market value for information existing at the Fairness Opinion Date that becomes known to use following the date of this Report.
This Report and conclusion of value is restricted to the internal use of the Management for the sole and specific purpose as noted herein and shall not be disseminated to any third parties without my approval.
I must emphasize that realization of an asset-based approach used in the analysis will be dependent on the continuing validity of assumptions on which they are based. My analysis, therefore, will not, and cannot be directed to providing any assurance about the achievability of the valuation.
I do not accept any liability to any third party in relation to the issue of this Report.

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The Report will be issued by us on the express understanding that it shall not be copied, disclosed, or circulated or referenced to in correspondence or discussion with any third party or used for any other purpose without my prior written consent.
My Report is confidential and will be used only for the purpose mentioned in Paragraph 6 above.
I am responsible only to the Client for the services provided and expressly disclaim assuming responsibility or liability to any other party, including other Shareholders of the PSI.
Access to the Report is provided only for information purposes and does not entitle any other party to rely upon the contents of the Report; and
Any disclosure of the Report is solely for the purpose of the transaction and not for any other purpose.
Any other party reading the Report shall not make any claim on Lynch & Associates for matters arising out of or consequent upon the reading of the Report.
The values at which investments are made or price paid in a transaction may differ from the values presented in this Report on account of various factors, the negotiation skills, structure of the transaction and the motivation of the acquirer.
I express no opinion or recommendation as to how the Shareholders of the Company should vote at any Shareholders' meeting(s) to be held in connection with the Transaction.
I am not obligated to continue providing future services with regards to the subject matter related to this Report, including providing testimony or appearing in court.
This Report shall be valid only on at the Fairness Opinion Date, and I are not responsible for any valuation changes due to market conditions and Company’s/Peeks’ conditions.
I do not intend the conclusion of this Report as investment advice for the reader in any manner whatsoever. The conclusion should be considered opinion based on the information provided by the Company and other sources.
Neither all nor any part of the contents of this Report (including the conclusion of value, the identity of any valuation specialist(s), the firm with which such valuation specialists are connected, or any reference to any of their professional designations) should be disseminated to the public through advertising media, public relations, news media, sales media, mail, direct transmittal, or any other means of communication without my prior written consent and approval, unless it is pursuant to Paragraph 6 above.
My fees for this engagement are based strictly on professional time expensed and are in no way contingent on the outcome of these proceedings.
Based on discussions with Management, it was noted that the financial performance of the Peeks did not change materially from the Fairness Opinion Date to the most current financial reporting period (March 31, 2024). Accordingly, no adjustment has been made for the time difference between the two aforementioned dates.

Respectfully submitted,

LYNCH & ASSOCIATES

==> picture [187 x 37] intentionally omitted <==

Jennifer Lynch, MBA, CPA, CMA, CFE, CFI, CBV, ABV

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APPENDIX A: RELEVANT MATERIALS

In preparing this Report, I have reviewed, and relied upon, the following information:

Review of PSI’s financial statements for the years ending December 31, 2020, to December 31, 2023, and 3- month period ending March 31, 2024.
I have conducted interviews with the Mr. Yousri Ahmed, who represented the Board of Directors of PSI.
Comparable transactions from Deal Stats.
Comparable industry information from Ashwath Damodaran.
Cost of capital information from BVR Resources.
Comparable company information from Yahoo Finance.
Industry information from Statistica, Future Market Insights, the Business Research Company, Oberlo and Maximize Market Research on which I have relied.
Information shared by Management regarding the operations of Peeks.
2020 Tax returns of PSI.

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APPENDIX B: INDEX OF SCHEDULES

SCHEDULE A1: VALUATION SUMMARY SCHEDULE A2: DISCOUNTED CASH FLOWS APPROACH SCHEDULE A3: TANGIBLE ASSET BACKING SCHEDULE A4: WEIGHTED AVERAGE COST OF CAPITAL SCHEDULE A5: HISTORICAL INCOME STATEMENTS SCHEDULE A6: HISTORICAL BALANCE SHEETS SCHEDULE A7: CALCULATION OF NORMALIZED EBITDA SCHEDULE A8: FORECASTED INCOME STATEMENTS SCHEDULE A9: ESTIMATION OF FAIR VALUE OF PURCHASE CONSIDERATION

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APPENDIX D DISSENT RIGHTS

SECTION 191 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

Shareholder’s right to dissent

191 (1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class,
(b) amend its articles under section 173 to add, change or remove any restrictions on the business or businesses that the corporation may carry on,
(b.1) amend its articles under section 173 to add or remove an express statement establishing the unlimited liability of shareholders as set out in section 15.2(1),
(c) amalgamate with another corporation, otherwise than under section 184 or 187,
(d) be continued under the laws of another jurisdiction under section 189, or
(e) sell, lease or exchange all or substantially all its property under section 190.

(2) A holder of shares of any class or series of shares entitled to vote under section 176, other than section 176(1)(a), may dissent if the corporation resolves to amend its articles in a manner described in that section.

(3) In addition to any other right the shareholder may have, but subject to subsection (20), a shareholder entitled to dissent under this section and who complies with this section is entitled to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the shareholder dissents was adopted.

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation a written objection to a resolution referred to in subsection (1) or (2)

(a) at or before any meeting of shareholders at which the resolution is to be voted on, or
(b) if the corporation did not send notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent, within a reasonable time after the shareholder learns that the resolution was adopted and of the shareholder’s right to dissent.

(6) An application may be made to the Court after the adoption of a resolution referred to in subsection (1) or (2),

(a) by the corporation, or
(b) by a shareholder if the shareholder has sent an objection to the corporation under subsection (5),

D-1

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

(7) If an application is made under subsection (6), the corporation shall, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay the shareholder an amount considered by the directors to be the fair value of the shares.

(8) Unless the Court otherwise orders, an offer referred to in subsection (7) shall be sent to each dissenting shareholder

(a) at least 10 days before the date on which the application is returnable, if the corporation is the applicant, or
(b) within 10 days after the corporation is served with a copy of the application, if a shareholder is the applicant.
(9) Every offer made under subsection (7) shall
(a) be made on the same terms, and
(b) contain or be accompanied with a statement showing how the fair value was determined.

(10) A dissenting shareholder may make an agreement with the corporation for the purchase of the shareholder’s shares by the corporation, in the amount of the corporation’s offer under subsection (7) or otherwise, at any time before the Court pronounces an order fixing the fair value of the shares.

(11) A dissenting shareholder
(a) is not required to give security for costs in respect of an application under subsection (6), and
(b) except in special circumstances must not be required to pay the costs of the application or appraisal.
(12) In connection with an application under subsection (6), the Court may give directions for
(a) joining as parties all dissenting shareholders whose shares have not been purchased by the corporation and for the representation of dissenting shareholders who, in the opinion of the Court, are in need of representation,
(b) the trial of issues and interlocutory matters, including pleadings and questioning under Part 5 of the Alberta Rules of Court,
(c) the payment to the shareholder of all or part of the sum offered by the corporation for the shares,
(d) the deposit of the share certificates with the Court or with the corporation or its transfer agent,
(e) the appointment and payment of independent appraisers, and the procedures to be followed by them,
(f) the service of documents, and

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(g) the burden of proof on the parties.

(13) On an application under subsection (6), the Court shall make an order
(a) fixing the fair value of the shares in accordance with subsection (3) of all dissenting shareholders who are parties to the application,
(b) giving judgment in that amount against the corporation and in favour of each of those dissenting shareholders,
(c) fixing the time within which the corporation must pay that amount to a shareholder, and
(d) fixing the time at which a dissenting shareholder of an unlimited liability corporation ceases to become liable for any new liability, act or default of the unlimited liability corporation.
(14) On
(a) the action approved by the resolution from which the shareholder dissents becoming effective,
(b) the making of an agreement under subsection (10) between the corporation and the dissenting shareholder as to the payment to be made by the corporation for the shareholder’s shares, whether by the acceptance of the corporation’s offer under subsection (7) or otherwise, or
(c) the pronouncement of an order under subsection (13),

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder’s shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

(15) Subsection (14)(a) does not apply to a shareholder referred to in subsection (5)(b).
(16) Until one of the events mentioned in subsection (14) occurs,
(a) the shareholder may withdraw the shareholder’s dissent, or
(b) the corporation may rescind the resolution,

and in either event proceedings under this section shall be discontinued.

(17) The Court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder, from the date on which the shareholder ceases to have any rights as a shareholder by reason of subsection (14) until the date of payment.

(18) If subsection (20) applies, the corporation shall, within 10 days after
(a) the pronouncement of an order under subsection (13), or
(b) the making of an agreement between the shareholder and the corporation as to the payment to be made for the shareholder’s shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

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(19) Notwithstanding that a judgment has been given in favour of a dissenting shareholder under subsection (13)(b), if subsection (20) applies, the dissenting shareholder, by written notice delivered to the corporation within 30 days after receiving the notice under subsection (18), may withdraw the shareholder’s notice of objection, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to the shareholder’s full rights as a shareholder, failing which the shareholder retains a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

(20) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due, or
(b) the realizable value of the corporation’s assets would by reason of the payment be less than the aggregate of its liabilities.

RSA 2000 cB-9 s191;2005 c40 s7;2009 c53 s30

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CERTIFICATE OF THE CORPORATION

Dated: August 19, 2024

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

"Mark Itwaru" Mark Itwaru President, Chief Executive Officer and Director	"William Lavin"
	William Lavin Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

"William Lavin" William Lavin Director	"James Westlake"
	James Westlake Director

AI assistant

KEEK SOCIAL INC. — Proxy Solicitation & Information Statement 2024

46042_rns_2024-08-30_3f9ffe75-2687-4811-95e6-188ff1296541.PDF

PERSONAS SOCIAL INCORPORATED

INFORMATION CIRCULAR AND PROXY STATEMENT

TABLE OF CONTENTS

PERSONAS SOCIAL INCORPORATED

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS

Dial in Details

Notice & Access

SHAREHOLDERS ARE CAUTIONED THAT THE USE OF THE MAIL TO TRANSMIT PROXIES IS AT EACH SHAREHOLDER'S RISK.

PERSONAS SOCIAL INCORPORATED

INFORMATION CIRCULAR

PART I – GENERAL PROXY INFORMATION

Solicitation Of Proxies

Appointment And Revocation Of Proxies

Advice To Beneficial Shareholders

Voting Of Proxies

Notice-And-Access

Quorum

PART II – INFORMATION CONCERNING THE CORPORATION

Corporate Structure

The Corporation's Subsidiaries

General Development of the Business

Historical Developments

Recent Developments

Selected Financial Information and Management Discussion and Analysis

Annual and Interim Information

Management's Discussion and Analysis

Description of Securities

Common Shares

Options

Warrants

Prior Sales

Stock Exchange Listing

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Voting Shares and Record Date

Common Shares

Voting of Common Shares – General

STATEMENT OF EXECUTIVE COMPENSATION

General

Director And Neo Compensation

Director and NEO compensation, excluding stock options and other compensation securities

Stock options and other compensation securities

Stock option plans and other incentive plans

Employment, consulting and management agreements

Compensation of Mark Itwaru, Chief Executive Officer

Termination and Change of Control Benefits

Compensation of William Lavin, Chief Financial Officer

Termination and Change of Control Benefits

Oversight and description of directors and NEO compensation

Base Salary

Bonus and Commission

Stock Options

Director Compensation

Pension Disclosure

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS TO CORPORATION OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation of Directors

Other Board Committees

Assessments

AUDIT COMMITTEE DISCLOSURE

The Audit Committee's Charter

Mandate

Composition

Meetings

Responsibilities and Duties

Documents/Reports Review

External Auditors

Financial Reporting Processes

Composition of the Audit Committee

Relevant Education and Experience

Audit Committee Oversight

KEEK SOCIAL INC. Proxy Solicitation & Information Statement 2024