KuuHubb Inc. — Proxy Solicitation & Information Statement 2022

Apr 7, 2022

NOTICE OF ANNUAL AND SPECIAL MEETING OFSHAREHOLDERS

TO BE HELD ON APRIL 29, 2022

and

MANAGEMENT INFORMATIONCIRCULAR

of

KUUHUBB INC.

MARCH 23, 2022

Section	Page
MANAGEMENT INFORMATION CIRCULAR	1
Introduction	1
TheMeeting	1
GENERAL PROXYMATTERS	3
Attendance at the Meeting	3
Manner of Voting	3
Voting by Non-Registered Shareholders	4
Signing of Proxy	5
Voting Securities and Principal Holders Thereof	5
BUSINESS OF THEMEETING	6
Financial Statements	6
Election of Directors	6
Ratification of Prior Auditors	9
Appointment of Auditors	9
Approval of an Amendment to the Stock Option Plan	9
Ratification of Prior Acts	10
Other Matters to be Acted Upon	10
AUDIT COMMITTEE	11
STOCK OPTION PLAN	12
EXECUTIVE AND DIRECTOR COMPENSATION	15
SECURITIES ISSUABLE UNDER EQUITY COMPENSATION PLANS	22
CORPORATE GOVERNANCE MATTERS	23
OTHER IMPORTANTINFORMATION	27
Indebtedness of Directors and Executive Officers	27
Interests of Certain Persons in the Matters to be Acted Upon and of Informed Persons in MaterialTransactions	27
ADDITIONALINFORMATION	27
Questions and FurtherAssistance	27
Approval ofDirectors	28
SCHEDULE "A" CHANGE OF AUDITORS –REPORTING PACKAGEA-1
SCHEDULE "B" OPTION PLAN RESOLUTIONB-1
SCHEDULE "C" STOCK OPTION PLAN	C-1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Kuuhubb Inc. ("Kuuhubb" or the "Corporation") will be held at 7030 Woodbine Ave., Suite 405, Markham, Ontario L3R 6G2 Canada on April 29, 2022 at 11:00 a.m. (Eastern Time), for the following purposes:

• (a) to receive and consider the audited consolidated financial statements of the Corporation as at and for (i) the year ended June 30, 2021 and (ii) the year ended June 30, 2020, in each case together with the notes thereto and the auditors' report thereon;
• (b) to fix the number of directors at three (3) and to elect the directors of the Corporation to hold office until the next annual meeting of the Shareholders or until they are otherwise replaced;
• (c) to ratify (i) the appointment of MNP LLP, Chartered Professional Accountants, as the auditors of the Corporation for the financial year ended June 30, 2020, (ii) the appointment of MS Partners LLP, Chartered professional Accountants, as the auditors of the Corporation for the financial year ended June 30, 2021, and (iii) the remuneration that was paid to the auditors for the financial years ended June 30, 2021 and June 30, 2020;
• (d) to appoint MS Partners LLP, Chartered Professional Accountants, as the auditors of the Corporation, to hold office until the close of the next annual meeting of the Shareholders at such remuneration as may be approved by the directors of the Corporation;
• (e) to consider, and if thought fit, to approve a resolution (the full text of which is reproduced as Schedule "B" to the management information circular prepared in connection with the Meeting) authorizing the Corporation to increase the maximum aggregate number of Common Shares that may be issued pursuant to the exercise of options under the Corporation's stock option plan;
• (f) to consider, and if thought fit, to approve, a special resolution to confirm, ratify and approve all acts, resolutions, deeds and things done by, and proceedings of, the directors and officers of the Corporation on behalf of the Corporation since the last annual general meeting of Shareholders of the Corporation held on February 21, 2020, including the failure of the Corporation to hold a meeting of Shareholders since such date; and
• (g) to transact such further and other business as may properly be brought before the Meeting or any adjournments or postponements thereof.

Given the continuing COVID-19 pandemic, the Corporation asks that Shareholders follow the current instructions and recommendations of federal, provincial and local health authorities. While it is not known what the situation with COVID-19 will be on the date of the Meeting, the Corporation will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. The Corporation will follow the guidance and orders of government and public health authorities in that regard, including those restricting the size of public gatherings and attendance at the Meeting may be limited to only the legal requirements for shareholder meetings. As at the date hereof, there are no restrictions to the size of gatherings in the Province of Ontario, and all Shareholders are invited to attend the Meeting.

The specific details of the matters to be put before the Meeting as identified above are set forth in the Circular accompanying and forming part of this Notice. You are entitled to vote at the Meeting if you owned common shares at the close of business on March 23, 2022 (the "Record Date").

This Notice and the accompanying Circular have been sent to each director of the Corporation, each shareholder of the Corporation whose proxy has been solicited and to the auditors of the Corporation. Shareholders are requested to sign and return the enclosed form of proxy to TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1. The directors have fixed the hour of 11:00 a.m. (Eastern time) on April 27, 2022, as the time before which the instrument of proxy to be used at the Meeting must be deposited with TSX Trust Company. The Chairman of the Meeting may waive this cut-off time at his discretion without notice.

Dated at the City of Toronto, in the Province of Ontario, as of the 23rd day of March, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Christian Kolster, Corporate Secretary

MANAGEMENT INFORMATION CIRCULAR

Introduction

This management information circular (this "Information Circular") and the accompanying enclosed form of proxy or enclosed voting instruction form (as applicable, the "Proxy" or "Proxies") are furnished in connection with the solicitation of proxies by and on behalf of management of the Kuuhubb Inc. ("Kuuhubb" or the "Corporation") for use at the annual and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of Kuuhubb (the "Common Shares") to be held at the time and place and for the purposes set forth in the enclosed notice of annual and special meeting of shareholders (the "Notice"). No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized. The solicitation of Proxies will be primarily by mail, but may also be made by telephone, facsimile transmission or other electronic means of communication, or in person by the directors, officers and employees of Kuuhubb. The cost of solicitation of proxies will be borne by the Corporation.

Information contained in this Information Circular is given as of March 23, 2022 unless otherwise specifically stated.

The following is a summary of certain information contained in the accompanying Information Circular and is not intended to be complete in terms of the information you should consider in advance of voting. We encourage you to read the entire Information Circular.

The Meeting

• General Matters: Shareholders will be asked (i) to fix the number of directors at three (3) and to elect the directors of the Corporation to hold office until the next annual meeting of the Shareholders or until they are otherwise replaced, and (ii) to appoint MS Partners LLP, Chartered Professional Accountants, as the auditors of the Corporation, to hold office until the close of the next annual meeting of the Shareholders at such remuneration as may be approved by the directors of the Corporation.
• Special Matters: Shareholders will be asked (i) to ratify (a) the appointment of MNP LLP, Chartered Professional Accountants, as the auditors of the Corporation for the financial year ended June 30, 2020, (b) the appointment of MS Partners LLP, Chartered Professional Accountants, as the auditors of the Corporation for the financial year ended June 30, 2021, and (c) the remuneration that was paid to the auditors for the financial years ended June 30, 2021 and June 30, 2020, (ii) to consider, and if thought fit, to approve a resolution (the full text of which is reproduced as Schedule "B" to the management information circular prepared in connection with the Meeting) authorizing the Corporation to increase the maximum aggregate number of Common Shares that may be issued pursuant to the exercise of options under the Corporation's stock option plan, and (iii) to consider, and if thought fit, to approve, a special resolution to confirm, ratify and approve all acts, resolutions, deeds and things done by, and proceedings of, the directors and officers of the Corporation on behalf of the Corporation since the last annual general meeting of Shareholders of the Corporation held on February 21, 2020, including the failure of the Corporation to hold a meeting of Shareholders since such date.

Date and time:	April 29, 2022at 11:00a.m.(EasternTime).
Location:	7030 Woodbine Ave., Suite 405, Markham, Ontario L3R 6G2 Canada.
Recorddate:	The close of business on March 23, 2022(the "Record Date").
Voting:	Shareholders as of the close of business on the Record Datemay vote onthe matters to be put before the Meeting.Each Common Shareentitles itsholderto one vote.
	Other than the approval of the Ratification Resolution (as defined herein),which must be approved by at least two-thirds of the votes cast byShareholders who, being entitled to do so, vote at the Meeting in respect ofthe Ratification Resolution, all matters to be presented to the Shareholdersat the Meeting are subject to majority approval by the Shareholders who,being entitled to do so, vote at the Meeting in respect to such matters.
Voting Deadline:	The cut-off time for voting isApril 27, 2022at11:00 a.m. (EasternTime).

GENERAL PROXY MATTERS

The persons named in the enclosed Proxy are directors and/or officers of the Corporation.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED PROXY. SUCH RIGHT MAY BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THE PROXY AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF THE DESIRED PERSON OR BY COMPLETING ANOTHER PROPER PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED AND EXECUTED PROXY TO TSX TRUST COMPANY, 301 – 100 ADELAIDE STREET WEST, TORONTO, ONTARIO, M5H 4H1. SUCH DELIVERY MUST BE MADE AT ANY TIME PRIOR TO 11:00 A.M. (EASTERN TIME) ON APRIL 27, 2022.

Your vote is very important to us. All Shareholders are strongly encouraged to vote in person at the Meeting or prior to the Meeting by proxy on the internet, by mail or by fax.

A Shareholder forwarding the enclosed Proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the Proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the Proxy. All items to be addressed at the Meeting as detailed in the Notice must be passed by a majority (50% + 1 vote) of the votes cast by shareholders at the Meeting.

A Registered Shareholder who has given a Proxy may revoke it in so far as it has not been exercised. A Proxy may be revoked, as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such Proxy, by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing or, if the Shareholder is a body corporate, by an officer or attorney thereof duly authorized, and deposited at the registered office of the Corporation at any time prior to 4:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting, or any adjournment thereof, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the Proxy is revoked. A Proxy may also be revoked in any other manner permitted by law. The Corporation's registered office is located at Suite 1417, 25 Adelaide Street East Toronto, Ontario, M5C 3A1.

Attendance at the Meeting

Given the continuing COVID-19 pandemic, the Corporation asks that Shareholders follow the current instructions and recommendations of federal, provincial and local health authorities. While it is not known what the situation with COVID-19 will be on the date of the Meeting, the Corporation will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19. The Corporation will follow the guidance and orders of government and public health authorities in that regard, including those restricting the size of public gatherings, and attendance at the Meeting may be limited to only the legal requirements for shareholder meetings. As at the date hereof, there are no restrictions to the size of gatherings in the Province of Ontario, and all Shareholders are invited to attend the Meeting.

Manner of Voting

If you are a registered Shareholder, you may vote in person at the Meeting or you may sign the enclosed Proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your Common Shares at the Meeting. If you are a non-registered Shareholder, for instance if your Common Shares are held in the name of an intermediary, see "Voting by Non-Registered Shareholders" below.

The persons named in the enclosed Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them. In the absence of such direction, such Common Shares will be voted FOR each of the matters identified in the Notice and described in this Information Circular.

The enclosed Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. As at the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice.

Voting by Non-Registered Shareholders

Only Shareholders whose names appear, as at close of business on the Record Date, on the records of the Corporation as the registered holders of shares or their duly appointed proxyholders are permitted to vote at the Meeting. Many Shareholders of the Corporation are "non-registered" Shareholders because the shares they own are not registered in their names but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self- administered Registered Retirement Savings Plans (RRSPs), Registered Retirement Income Funds (RRIFs), Registered Education Savings Plans (RESPs) and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (an "Intermediary"). If you purchased your shares through a broker, you are likely a non-registered shareholder.

In accordance with Canadian securities legislation, the Meeting materials are being sent to both Registered Shareholders and non-registered Shareholders. In the case of non-registered Shareholders, Meeting materials have either (a) been sent by the Corporation (or its agent) directly to non-registered Shareholders (such non-registered Shareholders are referred to under applicable securities legislation as "non-objecting beneficial owners"), or (b) been sent by the Corporation (or its agent) to intermediaries holding on behalf of non-registered Shareholders for distribution to such non-registered Shareholders. If you are a non-registered Shareholder and the Corporation (or its agent) has sent the Meeting materials directly to you (which materials should include the Corporation's voting instruction form (the "VIF"), your personal information has been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. The Corporation also intends to pay Intermediaries to send proxy-related materials and voting instruction forms to objecting non-registered Shareholders.

If you received the Meeting materials directly from the Corporation (or its agent), you may use the enclosed VIF to vote via the internet at www.voteproxyonline.com. The VIF may also be sent by fax to 416-595-9593 or return it to TSX Trust Company (the Corporation's transfer agent) by regular mail in the return envelope provided.

If you received the Meeting materials directly from the Corporation (or its agent) and you wish to vote at the Meeting or appoint someone else as your proxy, you should appoint yourself or such other person as proxyholder, by writing your name or such other person in the blank space provided on the Corporation's VIF (and striking out the names of the persons designated in such form) and return the Corporation's VIF to TSX Trust Company by mail in the return envelope provided or by fax at (416) 595-9593. You may also appoint yourself of such other person via the internet at www.voteproxyonline.com.

Signing of Proxy

The form of proxy must be signed by the Shareholder or the duly appointed attorney of the Shareholder authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer of such corporation. A form of proxy signed by the person acting as attorney of the Shareholder or in some other representative capacity, including an officer of a corporation which is a Shareholder, should indicate the capacity in which such person is signing and should be accompanied by the appropriate instrument evidencing the qualification and authority to act of such person, unless such instrument has previously been filed with the Corporation. A Shareholder or his or her attorney may sign the form of proxy or a power of attorney authorizing the creation of a proxy by electronic signature provided that the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of such Shareholder or by or on behalf of his or her attorney, as the case may be.

Voting Securities and Principal Holders Thereof

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of the date of this Information Circular, an aggregate of 64,458,043 Common Shares are issued and outstanding. Each Common Share entitles the holder thereof to one vote at all meetings of Shareholders of the Corporation.

All Shareholders of record at the close of business on the Record Date will be entitled either to attend and vote at the Meeting in person the Common Shares held by them or, provided a completed and executed Proxy shall have been delivered as described above, to attend and vote thereat by Proxy the Common Shares held by them.

As at the date hereof, the only persons or companies who, to the knowledge of the directors and executive officers of the Corporation, beneficially own, or control or direct, directly or indirectly, 10% or more of the outstanding Common Shares of the Corporation are as follows:

Name of Shareholder	Number of Common Shares	Percentage of CommonShares
Joki Capital Ou(1)	11,545,000	17.9%

Note:

(1) Mr. Keränen, the President, Chief Executive Officer, and a director of the Corporation is the beneficial owner of 6,912,000 Common Shares through Joki Capital Ou, representing 10.7% of the issued and outstanding Common Shares; and Mr. Kolster, Vice President, Corporate Secretary, and a director of the Corporation, is the beneficial owner of 4,608,000 Common Shares through Joki Capital Ou, representing 7.1% of the issued and outstanding Common Shares.

BUSINESS OF THE MEETING

As of the date of this Information Circular, the directors of the Corporation are not aware of any changes to the item described below to be covered at the Meeting and do not expect any other items to be brought forward at the Meeting. If there are changes or new items, your duly appointed proxyholder can vote your shares on these items as he or she sees fit.

Financial Statements

The audited consolidated financial statements of the Corporation as at and for (i) the years ended June 30, 2021 and 2021 (the "2021 Financial Statements"), and (ii) the years ended June 30, 2020 and 2019 (the "2020 Financial Statements", and together with the 2021 Financial Statements, the "Annual Financial Statements"), in each case together with the notes thereto and the report of the independent auditor thereon, will be presented to the Shareholders at the Meeting. Shareholder approval is not required in relation to the Annual Financial Statements. Copies of the Annual Financial Statements have been filed with the applicable Canadian Securities Authorities and are available under the Corporation's profile at www.sedar.com.

Election of Directors

Shareholders are asked to fix the number of directors of the Corporation at three (3) and to vote FOR all of the nominees proposed by Kuuhubb.

The following table contains information about the three nominees proposed by the management of Kuuhubb as at the date hereof, unless otherwise indicated. Certain information set out below with respect to nominees was unknown to the Corporation and was provided by each of the respective nominees. Unless otherwise specified, the persons named in the enclosed Proxy will vote FOR the election of the nominees whose names are set forth below. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed Proxy reserve the right to vote for another nominee in their discretion. Except for Mr. Douglas Ibbitson, the director nominees are currently directors of the Corporation. Each director elected will hold office until the close of the first annual meeting of the Shareholders following his election unless his office is earlier vacated in accordance with the by-laws of the Corporation.

Name, Province or State andCountry of Residence	Date FirstBecame aDirector	Present PrincipalOccupation andPositions Held Duringthe Preceding Five (5)Years	Number of CommonShares BeneficiallyOwned, Directly orIndirectly, or OverWhich Control orDirection is Exercised
Jouni Keränen(1)President and Chief ExecutiveOfficer and DirectorHelsinki, Finland	June 9, 2017	President and ChiefExecutive Officer of theCorporation (current)	6,912,000
André Lüdi(2)DirectorBonstetten, Switzerland	April 4, 2019	Senior Partner of ACTAsset Management AG(current); ManagingDirector of GrandwayAG (current); ManagingPartner of Alunda AquilaAsset Management AG(former)	Nil

Douglas IbbitsonToronto, Canada	---	Chief Investment Officerof REX Opportunity(Current); ResearchAnalyst at HaywoodSecurities (former)	Nil
-------------------------------------	-----	--------------------------------------------------------------------------------------------------------------------	-----

Notes:

(1) Member of the Audit Committee.

(2) Chair of the Audit Committee and member of the Compensation Committee.

Biographies of the Nominees

The biographies of the proposed nominees for directors are set out below.

Jouni Keränen: Mr. Keränen is Chief Executive Officer and President of the Corporation and has over nineteen years of international business and management experience. He has served as Managing Director of Kuuhubb Oy since August 1, 2016 and as Chief Executive Officer of Kuuhubb Oy since October 2014. From June 2014 to October 2015, Mr. Keränen was Chief Executive Officer at T Dispatch Ltd., a German technology firm, and from February 2010 to December 2013, Mr. Keränen was Chief Operating Officer at Apple Toon Inc., a children's entertainment company and developer of online games. Prior to that, Mr. Keränen was a cofounder and former President of iLemon Group Inc., a company located in Shanghai, China, which specializes in the design, development and creation of flash and web-based kids virtual communities and online games. In China, Mr. Keränen also previously served as the Regional Director for Sulake Corporation Oy and, in this role, he was responsible for Habbo, the world's largest virtual world, in China. Mr. Keränen has a Master of Science (MSc) degree (International Business) from the Helsinki School of Economics.

André Lüdi: Mr. Lüdi has worked over 30 years in the financial sector, both in investment banking and private banking. After completing his banking apprenticeship at Swiss Bank Corporation (SBC) in Basel, he worked for 14 years until 1996 as a precious metals & foreign exchange trader for different banks in Basel, Geneva and Toronto. In 1998, Mr. Lüdi started working in in private banking. For 8 years he advised wealthy private clients from Scandinavia as a client advisor at UBS AG and VP Bank (Switzerland) Ltd. In June 2006, he founded an asset management company that he operated 9 years as a managing partner and was also member of the Aquila Group. Since April 2015 André Lüdi is a Senior Partner and Board Member of ACT Asset Management AG, Zürich. André Lüdi completed several training programs in finance and acquired the certificate Risk & Return of the Swiss Institute of Banking and Finance at the University of St. Gallen.

Douglas Ibbitson: For nearly a decade, Mr. Ibbitson has worked in equity research for Canadian investment dealers. He has held titles from associate to analyst, gaining experience in gaming, esports, cannabis and mining. He is currently the Chief Investment Officer at REX Opportunity, a royalty company giving investors exposure to the creator economy. Prior to joining REX, he was a research analyst at Haywood Securities, covering small to mid-sized capitalization gaming and esports companies and publishing monthly industry reports on the sector. Doug received his bachelor of commerce degree from the University of Guelph with a major in management economics in industry and finance, and has obtained his chartered financial analyst designation.

Cease Trade Orders

None of the proposed directors of the Corporation as set forth in the above table is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

a. was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

b. was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such proposed director was acting in the capacity as director, chief executive officer or chief financial officer.

Corporate Bankruptcies

Except as disclosed below, no proposed director of the Corporation as set forth in the above table (or any personal holding company of such proposed director), is, as of the date of this Information Circular, or has been within 10 years before the date of this Information Circular, a director or executive officer of any company (including the Corporation) that, while such proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On September 2, 2021, the Corporation announced a plan to restructure all of the debt within its Finland-based subsidiary Kuu Hubb OY, in an attempt to improve the Corporation's financial situation by decreasing its then current debt burden, without disruption to the customers, vendors or employees of the Corporation. In order to undertake the necessary debt restructuring initiatives within Kuu Hubb OY, the Board unanimously approved and applied to undertake Finnish restructuring proceedings under the jurisdiction of the District Court of Helsinki, in Finland (the "Court"). The restructuring application of Kuu Hubb Oy is currently being assessed by the Court. The restructuring proceedings are governed by the Finnish Restructuring of Enterprises Act. Mr. Keränen is a director and officer of Kuu Hubb Oy.

Personal Bankruptcies

No proposed director of the Corporation as set forth in the above table (or any personal holding company of such proposed director), has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such proposed director.

Penalties or Sanctions

No proposed director of the Corporation as set forth in the above table (or any personal holding company of such proposed director), has been subject to:

• a. any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
• b. 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.

Ratification of Prior Auditors

MNP LLP, Chartered Professional Accountants ("MNP") served as the Corporation's auditors until September 17, 2021, at which point MS Partners LLP, Chartered Professional Accountants ("MS") were first appointed auditors of the Corporation. At the Meeting, Shareholders of the Corporation will be asked to vote for the ratification of: (i) the appointment of MNP as the auditors of the Corporation for the financial year ended June 30, 2020, (ii) the appointment of MS as the auditors of the Corporation for the financial year ended June 30, 2021, and (iii) the remuneration that was paid to the auditors for the financial years ended June 30, 2021 and June 30, 2020. The resolution that the Shareholders will be asked to approve with respect to such ratifications must be passed by a majority of the votes cast by Shareholders at the Meeting in respect of this resolution. Unless otherwise specified, the persons named in the enclosed Proxy will vote FOR the said ratifications of the appointment of MNP as auditors of the Corporation for the financial year ended June 30, 2020, the appointment of MS as auditors of the Corporation for the financial year ended June 30, 2021, and the remuneration paid to the auditors for such financial years.

Appointment of Auditors

MS Partners LLP, Chartered Professional Accountants, are the current auditors of the Corporation and were first appointed auditors of the Corporation on September 17, 2021. Shareholders of the Corporation will be asked at the Meeting to appoint MS as the Corporation's auditors, to hold office until the close of the next annual meeting of the Shareholders at such remuneration as may be approved by the directors of the Corporation. The resolution that the Shareholders will be asked to approve with respect to such appointment must be passed by a majority of the votes cast by Shareholders at the Meeting in respect of this resolution. Unless otherwise specified, the persons named in the enclosed Proxy will vote FOR the said appointment of MS as auditors of the Corporation.

Prior to the appointment of MS, MNP served as the Corporation's auditors. In accordance with National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), a notice of change of auditors was sent out to both MS and MNP, each of which has provided a letter to the securities regulatory authorities of each province where the Corporation is a reporting issuer stating that they agree with the statements in the notice of change of auditors. A reporting package, as defined in NI 51-102, is attached as Schedule "A" hereto, and includes the notice of change of auditors and aforementioned letters.

Approval of an Amendment to the Stock Option Plan

The Corporation maintains an equity incentive plan (the "Stock Option Plan"), which was last amended and approved by the Shareholders on December 21, 2017. Please see "Stock Option Plan" for a summary of the material terms of the Stock Option Plan. In addition, the full text of the Stock Option Plan is attached to this Circular as Schedule "C".

The Stock Option Plan currently provides that the number of authorized but unissued Common Shares reserved for issuance upon the exercise of options ("Options") granted under the Stock Option Plan at any time plus the number of Common Shares reserved for issuance under outstanding incentive stock options otherwise granted by the Corporation is fixed at 7,500,000, which represented approximately 14.9% of the Corporation's issued and outstanding Common Shares as at the effective date of the Stock Option Plan.

In order to ensure that the Corporation can continue to use Options to attract, retain and motivate valuable human resources required to meet its business objectives, the Board believes that it is necessary to increase the number of Options available to be granted. The increase of Options available is required in particular in order to permit the grant of Options to executive officers and selected employees of the Corporation consistent with the Corporation's approach and philosophy regarding executive compensation.

Accordingly, the Board approved on March 23, 2022, an amendment to the Stock Option Plan to increase the maximum number of Common Shares that may be issued pursuant to the exercise of Options under the Stock Option Plan from 7,500,000 to 12,891,608, subject to receipt of requisite regulatory and shareholder approval. The maximum of 12,891,608 Common Shares will represent 20% of the issued and outstanding Common Shares as of the date of this Circular. For the reasons indicated above, the Board believes that the proposed increase of maximum aggregate number of Common Shares that may be issued pursuant to the Stock Option Plan is in the best interests of the Corporation.

At the Meeting, Shareholders will be asked to consider, and if thought fit, to approve an ordinary resolution (the "Option Plan Resolution") authorizing the Corporation to increase the maximum aggregate number of Common Shares that may be issued pursuant to the Stock Option Plan. The full text of the Option Plan Resolution is set forth in Schedule "B" to this Circular.

Pursuant to the policies of the TSX-V, the Option Plan Resolution is subject to the approval of disinterested Shareholders. Consequently, the Option Plan Resolution shall be approved by a majority of the votes cast by all Shareholders present in person or by proxy at the Meeting excluding a total of 12,100,556 votes attached to Common Shares beneficially owned by Insiders to whom Options may be granted under the Option Plan or any Associate of such Person (all capitalized terms as defined in the TSX-V Corporate Finance Manual). For the purpose of the vote at the Meeting, all of the directors and officers of the Corporation, and their respective associated, will be considered insiders, such that they and their associates will not vote on the Option Plan Resolution.

The Board recommends that Shareholders vote IN FAVOUR of the Option Plan Resolution at the Meeting. Unless otherwise specified, the persons named in the enclosed Proxy will vote FOR the Option Plan Resolution.

Ratification of Prior Acts

At the Meeting, Shareholders will be asked to consider, and if thought fit, to approve a special resolution ratifying, confirming and approving all proceedings, resolutions, acts, deeds and things done by or on behalf of the Corporation by any directors or officers of the Corporation since February 21, 2020, being the date of the last annual general meeting of Shareholders, including the failure of the Corporation to hold a meeting of the Shareholders since such date (the "Ratification Resolution"). The text of the Ratification Resolution is as follows:

"RESOLVED, as a special resolution of the shareholders of Kuuhubb Inc. (the "Corporation"), that all proceedings, resolutions, acts, deeds and things done by or on behalf of the Corporation by any directors or officers of the Corporation since February 21, 2020, being the date of the last annual general meeting of shareholders of the Corporation, including the failure of the Corporation to hold a meeting of shareholders since such date, be and are hereby ratified, confirmed and approved."

The Ratification Resolution must be approved by at least two-thirds of the votes cast by Shareholders who, being entitled to do so, vote at the Meeting in respect of the Ratification Resolution.

Management of the Corporation recommends that Shareholders vote IN FAVOUR of the Ratification Resolution at the Meeting. Unless otherwise specified, the persons named in the enclosed Proxy will vote FOR the Ratification Resolution.

Other Matters to be Acted Upon

Management of Kuuhubb knows of no matters to come before the Meeting other than the matters referred to in the enclosed Notice to which this Information Circular is attached. If any matters which are not known at the time of the Information Circular should properly come before the Meeting, proxies will be voted on such matters in accordance with the best judgment of the person holding such proxy.

AUDIT COMMITTEE

Composition of the Audit Committee

The members of the Audit Committee as of the date hereof are as follows: André Lüdi (Chairman), Elmer Kim and Jouni Keränen. Each such member is "financially literate" within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110"). Each of Mr. Lüdi and Mr. Kim is "independent" within the meaning of NI 52-110. Mr. Keränen is not "independent" within the meaning of NI 52-110 because he is the Chief Executive Officer and President of the Corporation. Following the Meeting, it is expected the Audit Committee will be composed of André Lüdi (Chairman), Douglas Ibbitson and Jouni Keränen. Mr. Ibbitson is "independent" within the meaning of NI 52-110 and is financially literate.

Relevant Education and Experience of Audit Committee Members

Each member of the Audit Committee has experience relevant to his or her responsibilities as an Audit Committee member. See "Election of Directors – Biographies of the Nominees" for a description of the education and experience of each current and prospective Audit Committee member, other than Mr. Elmer Kim, whose biography is reproduced below:

Elmer Kim: Mr. Kim is currently the President of Uclid Inc., a privately held investment and consulting company. Mr. Kim is also the Chief Investment Officer of the Hyatt Bangia Family Office in Toronto. Prior to his current role, he was Vice President of Growth Equity at the Business Development Bank of Capital from 2016 to 2017. From 2011 to 2016, Mr. Kim was the Managing Director of Roynat Equity Partners, an operating division of Roynat Inc., a wholly owned subsidiary of the Bank of Nova Scotia. Mr. Kim has held a variety of progressive investing and financial executive roles with Whitecastle Investments Limited between 1995 and 2011 and was the Co-Founder of Whitecastle Private Equity Partners in 2004.

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 completely financial year has the Corporation relied on an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Audit Committee's Charter

The Audit Committee operates under a written charter, setting forth the purpose, composition, authority and responsibility of the Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in the Audit Committee's charter.

External Auditor Service Fees

The following table sets forth the aggregate fees billed by MS Partners LLP, Chartered Professional Accountants (the current auditors of the Corporation) and MNP LLP, Chartered Professional Accountants (the former auditors of the Corporation), the external auditors of the Corporation, for audit and non-audit services rendered to the Corporation in the last three fiscal years.

	Fiscal year ended	Fiscal year ended	Fiscal year ended
	June 30, 2021	June 30, 2020	June 30, 2019
Audit fees(1)………………………………	$52,500	$66,613	$98.440
Audit-related fees(2)……………………	$Nil	$Nil	$Nil
Tax fees(3)………………………………	$Nil	$Nil	$Nil
All other fees(4)…………………………	$Nil	$Nil	$Nil
Total………………………………………	$52,500	$66,613	$98,440

Notes:

(1) "Audit fees" include the aggregate fees billed for the audit of the annual consolidated financial statements and other regulatory audits and filings, including 5% administrative fee and 2% CPAB participating fee levied.

(2) "Audit related fees" include the aggregate fees billed for the provision of technical, accounting and financial reporting advice services.

(3) "Tax fees" include the aggregate fees billed for the provision of corporate tax compliance, tax planning and other tax related services.

(4) "All other fees" include the aggregate fees billed for products and services provided by the external auditor, other than services reports under (1), (2), or (3).

STOCK OPTION PLAN

The Corporation maintains the Stock Option Plan, which was last amended and approved by the Shareholders on December 21, 2017. The Stock Option Plan is a fixed stock option plan with 7,500,000 Common Shares issuable thereunder pursuant to the exercise of Options.

The Stock Option Plan provides that the Board may from time to time, in its discretion, grant to directors, employees, consultants and management company employees of the Corporation, or any subsidiary of the Corporation, the option to purchase Common Share. As at the date hereof, the number of Common Share remaining available for issuance under the Stock Option Plan is 1,150,000. At the Meeting, Shareholders will be asked to consider, and if thought fit, to approve a resolution (the full text of which is reproduced as Schedule "B" to this Circular) authorizing the Corporation to increase the maximum aggregate number of Common Shares that may be issued pursuant to the exercise of Options under the Stock Option Plan to an amount of 12,891,608 Common Shares, representing 20% of the issued and outstanding Common Shares as at the date of this Circular. See "Business of the Meeting – Approval of an Amendment to the Stock Option Plan" for more information.

The principal purposes of the Stock Option Plan are:

• a. to retain and attract qualified directors, officers, employees and service providers which the Corporation and its subsidiaries require;
• b. to promote a proprietary interest in the Corporation and its subsidiaries;
• c. to provide an incentive element in compensation; and
• d. to promote the profitability of the Corporation and its subsidiaries.

Stock Option Plan

The Stock Option Plan is the only security-based compensation plan of the Corporation. The following is a summary of the material terms of the Stock Option Plan:

• (i) The aggregate maximum number of Common Shares available from treasury under the Stock Option Plan at any given time is fixed at 7,500,000, subject to adjustment or increase of such number pursuant to the terms of the Stock Option Plan;

• (ii) the aggregate number of Options granted to any one person in a 12-month period cannot exceed 5% of the outstanding Common Shares, unless the Corporation has obtained any disinterested shareholder approval required by the Exchange;

• (iii) The aggregate number of Options granted to any one consultant in a 12-month period cannot exceed 2% of the outstanding Common Shares;

• (iv) The aggregate number of Options granted to persons employed in investor relations activities cannot exceed 2% of the outstanding Common Shares in any 12-month period without the express consent of the Exchange;

• (v) Options granted under the Stock Option Plan are non-assignable and non-transferable, other than by will or by the laws of descent;

• (vi) Options granted under the Stock Option Plan are exercisable for a maximum of 10 years from the date of grant and, unless the Board at any time makes a specific determination otherwise, a Option and all rights to purchase Common Shares pursuant thereto shall expire and terminate immediately upon the Eligible Optionee (as defined in the Stock Option Plan) who holds such Option ceasing to be at least one of a director, employee, management company employee or consultant of the Corporation or a subsidiary of the Corporation for any reason whatsoever (including as a result of death);

• (vii) In the case of Options granted to an Eligible Optionees who is a director, employee, consultant, or management company employee, the Eligible Optionees must be a bona fide director, employee, consultant or management company employee, as the case may be, of the Corporation or its subsidiaries;

• (viii) Unless otherwise determined by the Board at the time of the granting of the Options, 1/4 of the Options granted pursuant hereto will vest on each of the 6 month,12 month,18 month and 24 month anniversaries of the date of the grant of the Options (the "Grant Date"). For greater clarity, unless otherwise determined pursuant to the terms hereof, all Options granted to an Eligible Optionee will be available to exercise and purchase Common Shares on the 24-month anniversary of the Grant Date;

• (ix) The Board may, at the time of the granting of the Option, determine:

  • a. that an Option is exercisable only while the Eligible Optionee remains at least one of a director, employee, management company employee or consultant and for a limited period of time ("Additional Period") after the Eligible Optionee ceases to be at least one of a director, employee, management company employee or consultant (which Additional Period may not exceed 12 months or, in the case of an Eligible Optionee engaged in investor relations activities, 30 days);
  • b. that an Option can be exercisable for an Additional Period or for its remaining term (which Additional Period or remaining term may not exceed one year) after the death, disability or incapacity of an Eligible Optionee;
  • c. that an Option has a different vesting schedule; or

• d. that an Option may provide for early exercise and/or termination or other adjustment in the event of a death of a person and in other circumstances, such as if the Corporation shall resolve to sell all or substantially all of its assets, to liquidate or dissolve, or to merge, amalgamate, consolidate or be absorbed with or into any other corporation.

• (x) Except if not permitted by the Exchange, if any Options may not be exercised due to any Black-Out Period (as defined below) at any time within the three business day period prior to the normal expiry date of such Options (the "Restricted Options"), the expiry date of all Restricted Options shall be extended for a period of 10 business days following the end of the Black-Out Period (or such longer period as permitted by the Exchange and approved by the Board). "Black-Out Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of Options; and

• (xi) The exercise price of each will be set by the Board on the date such Option is granted and will not be less than the Discounted Market Price (as defined by TSX Venture Exchange Policy).

Stock Option Plan Amendment Terms

The Corporation shall retain the right to (a) amend from time to time the terms of the Stock Option Plan or to terminate the Stock Option Plan by resolution of the Board, and (b) amend from time to time the terms of outstanding Options by resolution of the Board. Any such amendments or termination shall be subject to the consent of any applicable regulatory body, including the Exchange (to the extent such consent is required). Any amendment to the terms of outstanding Options shall be subject to the consent of the Eligible Optionee holding such Options. Any amendment to the terms of the Stock Option Plan shall take effect only with respect to Options granted thereafter, provided that such amendment may apply to any Options previously granted with the consent of the Eligible Optionees holding such Options. The Board may, subject to receipt of requisite shareholder and regulatory approval, make the following amendments to the Stock Option Plan.

The full text of the Stock Option Plan can be obtained on the Corporation's SEDAR profile at www.sedar.com or will be supplied free of charge to any shareholder upon written request made directly to the Corporation at its registered head office located at Suite 1417, 25 Adelaide Street East Toronto, Ontario, M5C 3A1, Canada.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about the compensation of the Corporation's directors and "executive officers" (as such term is defined in applicable Canadian securities laws) in the years ended June 30, 2021 and June 30, 2020. As required by applicable Canadian securities laws, the named individuals (referred to herein and under applicable Canadian securities laws as the "NEOs") who appear in the compensation tables of this Information Circular are Jouni Keränen (Chief Executive Officer and President of the Corporation from June 9, 2017 to present), Charles Sung (Chief Financial Officer of the Corporation from May 14, 2018 to present) and Christian Kolster (Executive Vice-President and Corporation Secretary from January 28, 2019 to present).

In June 2017, the Corporation acquired all of the outstanding shares of Kuuhubb OY (the "Kuuhubb Acquisition") and changed its business to the business of Kuuhubb OY. In connection with the Kuuhubb Acquisition, the Corporation changed its name from Delrand Resources Limited to Kuuhubb Inc., the Corporation's Common Shares commenced trading on the Exchange under the symbol KUU, and Mr. Keränen was appointed Chief Executive Officer and President of the Corporation. Given the Corporation's circumstances prior to the Kuuhubb Acquisition, the Corporation has had to operate with limited financial resources and control costs to ensure that funds are available to fund its activities. As a result, the Board has attempted to keep the cash compensation paid to the Corporation's senior officers modest and has previously provided longterm incentives through the granting of Options. This is consistent with the Corporation's objective of preserving cash and also reflects the Corporation's belief that Options offer an effective mechanism for incentivizing management and aligning the interests of the Corporation's executive officers with those of the Corporation's shareholders.

Compensation Governance

In order to assist the Board in fulfilling its oversight responsibilities with respect to human resources policies and executive compensation, the Board has established the Compensation Committee. The Compensation Committee was comprised of three directors, namely Garner Bornstein (Chairman), André Lüdi and Christian Kolster. Mr. Bornstein resigned as a director of the Corporation during the month of October 2021. Messrs. Bornstein and Lüdi have been determined to be independent within the meaning of section 1.4 of NI 52-110. Mr. Kolster has been determined to not be independent within the meaning of section 1.4 of NI 52-110. Mr. Kolster is not standing for reelection at the Meeting, and as such will step down as a member of the Compensation Committee following the Meeting. Following the Meeting, it is expected that the Compensation Committee will be comprised of André Lüdi and Douglas Ibbitson, both of which are independent within the meaning of section 1.4 of NI 52-110.

The experience of each of the Compensation Committee members provides them with a suitable perspective to make decisions on the appropriateness of the Corporation's compensation policies and practices. All members of the Compensation Committee have been determined to be knowledgeable about the Corporation's compensation program.

The responsibilities of the Compensation Committee include, among other things,

a. making recommendations to the Board with respect to (i) the compensation of the Corporation's executive officers and directors, (ii) the payment of bonuses to the Corporation's personnel, and (iii) the grant of Options under the Corporation's Stock Option Plan, and

b. promoting the clear and complete disclosure to shareholders of material information regarding executive compensation. The Compensation Committee has the authority to engage, at the expense of the Corporation, any external professional or other advisors, including executive compensation consultants, which it determines necessary in order to carry out its duties.

No policies or practices have been adopted by the Board or the Compensation Committee to determine the compensation for the Corporation's directors or executive officers. A compensation consultant or advisor has not, at any time since the Corporation's most recently completed financial year, been retained to assist the Board or the Compensation Committee in determining compensation for any of the Corporation's directors or executive officers.

Compensation Process

Determinations with respect to the compensation of the Corporation's senior officers (including decisions regarding any bonuses) are generally made by the Board based on the recommendation of the Compensation Committee. The Compensation Committee relies on the knowledge and experience of the members of the Compensation Committee, as well as on input from senior officers where appropriate, when making recommendations to the Board regarding senior officer compensation. Neither the Corporation nor the Compensation Committee currently has any contractual arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of senior officer or director compensation.

When making recommendations to the Board regarding senior officer compensation, the Compensation Committee evaluates the officer's performance, including reviewing the Corporation's performance as against its business plans and the officer's achievements. The Compensation Committee strives to ensure that the Corporation is maintaining a level of compensation that is both commensurate with the size and financial situation of the Corporation and sufficient to retain personnel it considers essential to the success of the Corporation. In fulfilling its mandate, the Compensation Committee considers an assessment of individual performance and experience, the Corporation's business strategy, best practices/trends in human resources and general economic considerations along with external data which provides insight into external competitiveness. The Compensation Committee does not engage in benchmarking for the purpose of establishing compensation levels relative to any predetermined level and does not compare its compensation to a specific peer group of companies.

When recommending the compensation packages of senior officers, the Compensation Committee reviews the various elements of the officer's compensation in the context of the total compensation package (including salary, bonuses and prior awards under the stock option plan).

Options are generally granted by the Board under the Corporation's Stock Option Plan to senior officers upon their commencement of service. Additional grants may also be made periodically under the Stock Option Plan to senior officers (a) to recognize exemplary performance (including in connection with a promotion within the Corporation) or a special contribution, or (b) to provide additional long-term incentives. The Board determines the particulars with respect to stock option grants. The exercise price of each Option granted under the Stock Option Plan is set at or above the last closing price of the Corporation's Common Shares (on the Canadian stock exchange on which such shares are listed) prior to the date the Option is granted.

Compensation Program

Principles/Objectives of the Compensation Program

The primary goal of the Corporation's executive compensation program is to ensure that the compensation provided to the Corporation's senior officers is determined with regard to the Corporation's business strategy and objectives, such that the financial interests of the senior officers are matched with the financial interests of the shareholders. The Corporation strives to ensure that the Corporation's senior officers are compensated fairly and commensurately with their contributions to furthering the Corporation's strategic direction and objectives.

Compensation Risk Management

The Compensation Committee evaluates the risks, if any, associated with the Corporation's compensation policies and practices. Implicit in the Board's mandate is that the Corporation's policies and practices respecting compensation, including those applicable to the Corporation's NEOs, be designed in a manner which is in the best interests of the Corporation and its shareholders. Risk evaluation is one of the considerations for this review.

A portion of the Corporation's executive compensation may consist of Options granted under the Corporation's stock option plan. Such compensation is both "long term" and "at risk" and, accordingly, is directly linked to the achievement of long-term value creation. Since the benefits of such compensation, if any, are generally not realized by the NEOs until a significant period of time has passed, the possibility of NEOs taking inappropriate or excessive risks with regard to their compensation that are financially beneficial to them at the expense of the Corporation and its shareholders is extremely limited. In addition, all major transactions require approval by the Board.

The other two elements of compensation, salary and bonus, are capped to ensure preservation of capital and to provide upper payout boundaries, thereby reducing risks associated with unexpectedly high levels of pay. In addition, the Compensation Committee believes the current compensation structure incentivizes NEOs to avoid taking inappropriate or excessive risks at the expense of the Corporation and its shareholders that would be beneficial to them with regard to their short-term compensation when longer term compensation might be put at risk from their actions.

Due to the size of the Corporation, and the current level of the Corporation's activity, the Compensation Committee is able to closely monitor and consider any risks which may be associated with the Corporation's compensation policies and practices. Risks, if any, may be identified and mitigated through regular Board meetings during which financial and other information of the Corporation are reviewed, and which includes executive compensation. No risks have been identified arising from the Corporation's compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

The Corporation has a policy prohibiting directors and officers of the Corporation from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or officer.

Compensation Mix

CompensationElement	Link to CompensationObjectives	Link to Corporate Objectives
Base salary	Attract and retainReward	Competitive pay ensures access to skilled employeesnecessary to achieve corporate objectives.
Bonuses	Motivate and reward	Bonuses focus senior officers on the achievement ofcorporate objectives and reward exceptionalperformance.Competitive pay ensures access to skilled employeesnecessary to achieve corporate objectives.
Options	Motivate and reward	Stock option grants motivate and reward seniorofficers to increase shareholder value by the

Standard compensation arrangements for senior officers are composed of the following elements, which are linked to the Corporation's compensation and corporate objectives as follows:

		Align interests withShareholders	achievement of long-term corporate strategies andobjectives.Encourages long-term tenure and performance.
--	--	--------------------------------------	------------------------------------------------------------------------------------------------------------------

Base Salary

Base salaries represent the minimum compensation for services rendered during the fiscal year. Base salaries depend on the officer's experience, responsibilities, skills and performance, general industry trends and practices, the Corporation's financial resources and the potential long- term compensation provided by Options as discussed below.

Bonuses

Annual cash incentive awards are designed to focus officer attention on key strategic and operational measures and align compensation with corporate performance. Senior officers are generally eligible to receive an annual bonus in an amount up to a specified percentage of such officer's base salary. Senior officers may also receive from time to time during the year cash bonuses to recognize exemplary performance or a special contribution. During the years ended June 30, 2021 and June 30, 2020, the Corporation did not award any bonuses to the management.

Options

The grant of Options to purchase Common Shares of the Corporation is an integral component of the compensation packages of the senior officers of the Corporation. The Compensation Committee believes that the grant of Options to senior officers serves to motivate achievement of the Corporation's long-term strategic objectives and the result will benefit all shareholders. The Compensation Committee is responsible for making recommendations to the Board with respect to stock option grants. Options are granted by the Board pursuant to the Corporation's stock option plan. Stock option decisions are based in part upon the level of responsibility and contribution of the individuals toward the Corporation's goal and objectives. The overall number of Options that are outstanding relative to the number of outstanding Common Shares are also considered in determining whether to make any new grants of Options and the size of such grants. Since the Corporation does not grant Options at a discount to the prevailing market price of the Common Shares, the Options granted to senior officers have value only if, and to the extent that, the market price of the Common Shares increases, thereby linking equity-based executive compensation to shareholder returns.

Please refer to the Table of Options and other compensation securities and instruments for details regarding the Options of the Corporation granted during the years ended June 30, 2021 and June 30, 2020 to the Corporation's directors and NEOs.

Table of compensation excluding compensation securities

The following table provides a summary of the earned compensation paid or payable by the Corporation to the NEOs and directors for services rendered in all capacities during the last three fiscal years of the Corporation.

Name and principalposition	YearendedJune 30	Salary,consultancyfee, retainerorcommission(C$)	Bonus(C$)	Committeeor meetingfees(C$)	Value ofperquisites(C$)	Value of allothercompensation(C$)	TotalCompensation(C$)
	2021	473,940(1)(2)	Nil	Nil	Nil	Nil	473,940
Jouni KeränenChief Executive Officer andDirector	2020	495,997(1)(2)	Nil	Nil	Nil	107,420(3)	603,417
	2019	502,962	Nil	Nil	Nil	Nil	502,962
	2021	180,000(4)	Nil	Nil	Nil	Nil	180,000
Charles SungChief Financial Officer	2020	180,000(4)	Nil	Nil	Nil	107,420(3)	287,420
	2019	203,400	Nil	Nil	Nil	Nil	203,400
Christian Kolster	2021	277,810(2)	Nil	Nil	Nil	Nil	277,810
Executive Vice-President,Corporate Secretary and	2020	304,484(2)	Nil	Nil	Nil	107,420(3)	411,904
Director(5)	2019	230,943	Nil	Nil	Nil	Nil	230,043
Arnold T. Kondrat	2021	N/A	N/A	N/A	N/A	N/A	N/A
Former Chief ExecutiveOfficer and Former	2020	N/A	N/A	N/A	N/A	N/A	N/A
Director(6)	2019	92,496	Nil	Nil	Nil	Nil	92,496
	2021	24,000(2)	Nil	24,000	Nil	Nil	48,000
André Lüdi	2020	24,000	Nil	24,000	Nil	107,420(3)	155,420
Director(7)	2019	6,000	Nil	6,000	Nil	Nil	12,000
	2021	24,000(2)	Nil	Nil	Nil	Nil	24,000
Elmer KimDirector(8)	2020	24,000	Nil	Nil	Nil	107,420(3)	131,420
	2019	6,000	Nil	Nil	Nil	Nil	6,000
	2021	24,000	Nil	24,000	Nil	Nil	48,000
Garner BornsteinFormer Director(9)	2020	24,000	Nil	24,000	Nil	107,420(3)	155,420
	2019	6,000	Nil	6,000	Nil	Nil	12,000
	2021	N/A	N/A	N/A	N/A	N/A	N/A
Maurice J. ColsonFormer Director(10)	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	12,000	Nil	Nil	Nil	Nil	12,000
	2021	N/A	N/A	N/A	N/A	N/A	N/A
Zhengquan (Philip) ChenFormer Director(11)	2020	N/A	N/A	N/A	N/A	N/A	N/A
	2019	18,000	Nil	Nil	Nil	Nil	18,000

Notes:

(1) Paid indirectly through a company related to Mr. Jouni Keränen.

(2) Includes $2,000 per month ($24,000 per year) as compensation for the services rendered as a director of the Corporation.

(3) Represent the grant date fair value of 200,000 options to purchase Common Shares.

(4) Paid indirectly through a company related to Mr. Charles Sung.

(5) Mr. Kolster was appointed Corporate Secretary on January 28, 2019, and was appointed to the Board effective April 4, 2019. Mr. Kolster is not standing for reelection at the Meeting and will cease being a director of the Company immediately after the closure of the Meeting.

(6) Effective March 25, 2019, Mr. Kondrat resigned from the Board.

(7) Mr. Lüdi was appointed to the Board effective April 4, 2019.

(8) Mr. Kim was appointed to the Board effective April 4, 2019. Mr. Kim is not standing for reelection at the Meeting and will cease being a director of the Company immediately after the closure of the Meeting.

• (9) Mr. Bornstein resigned from the Board effective October 6, 2021.
• (10) Mr. Colson resigned from the Board effective December 5, 2018.

(11) Mr. Chen resigned from the Board effective April 4, 2019.

Table of Options and other compensation securities and instruments

The following table provides a summary of all securities compensation granted or issued to each director and NEO by the Corporation during the years ended June 30, 2021 and June 30, 2020.

Name andprincipalposition	Type ofcompensationsecurity	Number ofcompensationsecurities,number ofunderlyingsecurities, andpercentage ofclass	Date ofissue orgrant	Issue,conversion orexercise price($)	Closingprice ofsecurity orunderlyingsecurity ondate ofgrant ($)	Closingprice ofsecurity orunderlyingsecurity atyear end($)(1)	Expiry date
Jouni KeränenChiefExecutiveOfficer andDirector(2)	Options	200,000	July 5,2019	0.59	0.59	0.21	July 5,2024
Charles SungChiefFinancialOfficer(3)	Options	200,000(4)	July 5,2019	0.59	0.59	0.21	July 5,2024
ChristianKolsterExecutiveVicePresident,CorporateSecretary andDirector(5)	Options	200,000	July 5,2019	0.59	0.59	0.21	July 5,2024
GarnerBornsteinFormerDirector(6)	Options	200,000	July 5,2019	0.59	0.59	0.21	July 5,2024
André LüdiDirector (7)	Options	200,000	July 5,2019	0.59	0.59	0.21	July 5,2024
Elmer KimDirector(8)	Options	200,000	July 5,2019	0.59	0.59	0.21	July 5,2024

Notes:

(1) Represents the closing price of the Common Shares on the Exchange as of June 30, 2020.

(2) As of June 30, 2021, Mr. Keränen had ownership, direction or control over a total of 1,200,000 Options.

(3) As of June 30, 2021, Mr. Sung had ownership, direction or control over a total of 200,000 Options.

(4) Figure includes 66,666 Options which were granted to Chichen Miracle Inc., a company related to Mr. Sung.

(5) As of June 30, 2021, Mr. Kolster had ownership, direction or control over a total of 1,400,000 Options.

(6) As of June 30, 2021, Mr. Bornstein had ownership, direction or control over a total of 200,000 Options.

(7) As of June 30, 2021, Mr. Lüdi had ownership, direction or control over a total of 200,000 Options.

(8) As of June 30, 2021, Mr. Kim had ownership, direction or control over a total of 200,000 Options.

As at the date hereof, to the knowledge of the directors and executive officers of the Corporation, no NEO and/or director of the Corporation exercised any Options under the Corporation's Stock Option Plan during the years ended June 30, 2021 and June 30, 2020.

Pension Plan Benefits and Deferred Compensation Plans

The Corporation does not have a pension plan or a deferred compensation plan.

Termination and Change of Control Benefits

There is no contract, agreement, plan or arrangement that provides for payments to an NEO or a director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, severance, retirement, a change in control of the Corporation or a change in an NEO's or director's responsibilities.

Director Compensation

The compensation of the directors of the Corporation is detailed in the Table of compensation excluding compensation securities, above.

Directors of the Corporation are entitled to receive Option grants under the Corporation's Stock Option Plan, as recommended by the Compensation Committee and determined by the Board. The exercise price of such Options is determined by the Board but shall in no event be less than the last closing price of the Common Shares (on the Canadian stock exchange on which such shares are listed) prior to the date the Options are granted. Please refer to the Table of Options and other compensation securities and instruments for details regarding the Options of the Corporation granted during the years ended June 30, 2021 and June 30, 2020 to the Corporation's directors and NEOs.

Directors of the Corporation are also reimbursed for all reasonable out-of-pocket expenses incurred in attending Board or committee meetings and otherwise incurred in carrying out their duties as directors of the Corporation.

The Corporation maintains directors' and officers' liability insurance for the benefit of directors and officers of the Corporation carrying coverage in the amount of $1,000,000 as an aggregate limit of liability in each policy year, and there is a deductible in the amount of $150,000. The current total annual fees for the directors' and officers' liability insurance policy is currently $115,000.

Employment, Consulting and Management Agreements

Jouni Keränen

Mr. Keränen is the current Chief Executive Officer of the Corporation and a member of the Board. Although Mr. Keränen is currently not an employee of the Corporation, the Corporation is providing compensation to Mr. Jouni Keränen for his services as Chief Executive Officer through a consulting agreement (the "Consulting Agreement") dated July 1, 2017 with Joki Capital Ou, a company of which Mr. Keränen is a director and officer. Under the terms of the Consulting Agreement, Mr. Keränen is entitled to a consultancy fee of EUR 26,760 (plus GST) per month (or EUR 321,120 (plus GST) per year), as well as liability, global health and travel insurance coverage, together with private health care coverage. Joki Capital Ou is also entitled to a reimbursement of all reasonable out-ofpocket expenses incurred by it in entering into and performing the Consulting Agreement. Mr. Keränen is also entitled to a Board retainer in the amount of $2,000 per month ($24,000 per year) for his services as a Board member. At the Corporation's discretion, Mr. Keränen may also participate in the short-term incentive plan and the Stock Option Plan of the Corporation.

Charles Sung

Mr. Charles Sung is the current Chief Financial Officer of the Corporation. Although Mr. Sung is currently not an employee of the Corporation, the Corporation is providing compensation to Mr. Charles Sung for his services as Chief Financial Officer through an engagement letter (the "Engagement Letter") dated May 10, 2018 with Chichen Miracle Inc. ("CMI"), a corporation controlled by Mr. Charles Sung. Under the terms of the Engagement Letter, CMI is entitled to a consultancy fee of $15,000 (plus HST) per month (or $180,000 (plus HST) per year) and received, at the signature of the Engagement Letter, 65,000 options to purchase Common Shares at a price of $1.05 for a period of one year. CMI is also entitled to a reimbursement of all reasonable out-ofpocket expenses incurred by it in entering into and performing the Engagement Letter, including (but not limited to) travel and communication expenses, courier charges, and the reasonable fees and disbursements of CMI's legal counsel and other professional advisors.

Christian Kolster

Mr. Christian Kolster is the current Secretary and Executive Vice President of the Corporation and a member of the Board. Pursuant to his employment agreement, Mr. Kolster is entitled to a base salary of EUR 15,000 per month, or EUR 180,000 per year. At the Corporation's discretion, Mr. Kolster may also participate in the short-term incentive plan and the Stock Option Plan of the Corporation.

Management Agreements

Unless as described above and elsewhere in this Circular, no management functions of the Corporation are performed by a person or company other than the directors and executive officers of the Corporation.

SECURITIES ISSUABLE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as at June 30, 2021, the number of Common Shares to be issued upon the exercise of any outstanding Options, warrants and rights issued pursuant to equity compensation plans, the weighted average exercise price of such outstanding Options, warrants and rights and the number of Common Shares remaining available for future issuance under equity compensation plans of the Corporation.

Plan Category	Number of CommonShares to be issued uponexercise of Optionsoutstanding as at June30, 2021	Weighted-averageexercise price of Optionsoutstanding as at June30, 2021	Number of Common Sharesremaining available for futureissuance under equitycompensation plans as atJune 30, 2021 (excludingshares reflected in the firstcolumn)
Equity compensationplans approved byShareholders	6,350,000 Options	C$0.53	1,150,000
Equity compensationplans not approved byshareholders	N/A	N/A	N/A
Total	6,350,000 Options	C$0.53	1,150,000

CORPORATE GOVERNANCE MATTERS

The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Board

A director is considered "independent" if he has no direct or indirect material relationship with the Corporation. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. There are also certain circumstances which are deemed to establish a "material relationship" for the purpose of determining independence under National Instrument 58-101 – Disclosure of Corporate Governance ("NI 58-101"). With respect to the persons proposed by management of the Corporation to be nominated for election as a director at the Meeting (see "Election of Directors" above), each of Garner Bornstein, Elmer Kim and André Lüdi has been determined to be independent within the meaning of NI 58-101, and Jouni Keränen (who is Chief Executive Officer and President of the Corporation), and Christian Kolster (who is Executive Vice President and Corporate Secretary of the Corporation) have been determined to not be independent within the meaning of NI 58-101.

The Board believes that the fiduciary duties placed on individual directors by the CBCA, the Corporation's governing corporate legislation, and by the common law and the restrictions placed by such legislation on an individual directors' participation in decisions of the Board in which the director has an interest ensure that the Board operates independently of management and in the best interests of the Corporation. Three of the proposed directors for election at the Meeting are independent under NI 52-110, and two of the members of the Audit Committee (including the Chair) are independent under NI 52-110.

Meetings of the Board

The frequency of Board meetings and the nature of the meeting agendas depend upon the nature of the business and affairs of the Corporation from time to time. In addition to the business conducted at such meetings, various other matters were approved by written resolutions signed by all members of the Board.

Mandate of the Board

The Board does not have a written mandate. It is responsible for the overall stewardship of the Corporation and, as such, supervises the management of the business and affairs of the Corporation. More specifically, the Board is responsible for reviewing the strategic business plans and corporate objectives, and approving financings and acquisitions, dispositions, investments, capital expenditures and other transactions and matters that are thought to be material to the Corporation. The Board is also responsible for approving the appointment of officers, stock option grants, financial statements and proxy materials.

Position Descriptions

The Board has not developed written position descriptions for a Chairman of the Board, the chair of each Board committee or any officer of the Corporation. The Corporation's Chief Executive Officer is responsible for the day-to-day operations of the Corporation. The Corporation's Chief Executive Officer and other members of management undertake a significant role in the long-range planning and corporate finance activities of the Corporation. The Chairman of the Board or, when the Corporation does not have a Chairman of the Board, the President chairs all meetings of the Board and is responsible for managing the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities.

The Audit Committee operates under a charter which sets out its roles and responsibilities.

Orientation and Continuous Education

Due to the size of the Board, no formal program currently exists for the orientation of new directors. Each new director brings a different skill set and professional background, and with this information, the Board is able to determine what orientation regarding (a) the role of the Board, its committees and its directors, and (b) the nature and operations of the Corporation's business, will be necessary and relevant to each new director.

No formal continuing education program currently exists for the Corporation's directors. Each of the Corporation's directors has the responsibility for ensuring that he maintains the skill and knowledge necessary to meet his obligations as a director. The Corporation's legal counsel advises the Board on any changes in laws or regulations relevant to the duties and responsibilities of directors.

Ethical Business Conduct

The Board expects management to operate the business of the Corporation in a manner that enhances shareholder value and is consistent with the highest level of integrity.

The Board has adopted a code of business conduct and ethics for directors, officers and employees (the "Code"). A copy of the Code may be obtained from the Chief Financial Officer of the Corporation at (416) 366-8488 and is also available on SEDAR at www.sedar.com under the Corporation's profile. Each director, officer and employee of the Corporation is provided with a copy of the Code and is required to confirm annually that he or she has complied with the Code. Any observed breaches of the Code must be reported to the Corporation's Chief Executive Officer.

No material change reports pertaining to any conduct of a director or executive officer of the Corporation that constitutes a departure from the Code have been filed since the beginning of the year ended June 30, 2020.

In accordance with the CBCA, directors of the Corporation who are a party to, or are a director or an officer of or have a material interest in a party to, a material contract or material transaction or a proposed material contract or proposed material transaction, are required to disclose the nature and extent of their interest and not to vote on any resolution to approve the contract or transaction. In addition, in certain cases, an independent committee of the Board may be formed to deliberate on such matters in the absence of the interested party.

The Board has also adopted a "whistleblower" policy which provides employees, consultants, officers and directors with the ability to report, on a confidential and anonymous basis, violations within the Corporation's organization including, (but not limited to), questionable accounting practices, disclosure of fraudulent or misleading financial information, instances of corporate fraud, or harassment. The Board believes that providing a forum for such individuals to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical business conduct. The Board has also adopted an insider trading policy to encourage and promote a culture of ethical business conduct.

Nomination of Directors and Term

The Board has not appointed a nominating committee and does not believe that such a committee is warranted at the present time. The Board determines new nominees to the Board in accordance with By-law No. 4 of the Corporation (the "By-law"). The By-law is the framework by which the Corporation seeks to fix a deadline by which holders of record of Common Shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of Shareholders and sets forth the information that a Shareholder must include in the notice to the Corporation for the notice to be in proper written form. A nominating shareholder's notice must be made and provided to the secretary of the Corporation at the principal office of the Corporation in accordance with the following:

• a. in the case of an annual meeting of Shareholders, timely notice must be given not less than 30 nor more than 65 dates prior to the date of the annual meeting of Shareholders; provided, however, that in the event that the annual meeting of Shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the nominating shareholder may be made not later than the close of business on the 10th day following the notice date; and
• b. in the case of a special meeting (which is not also an annual meeting) of Shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of Shareholders was made.

In no event shall any adjournment or postponement of a meeting of Shareholders or the announcement thereof commence a new time period for the giving of a nomination Shareholder's notice as described above.

As the Corporation progresses as a business enterprise, the Board will consider its size each year when it considers the number of directors to recommend to the Shareholders for election, taking into account the number of directors required to carry out the Board's duties effectively and to maintain diversity of view and experience. The election of directors shall take place at each annual meeting of Shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for reelection.

The Board has not adopted a formal policy relating to term limits or other mechanisms of board renewal because it has not felt that such mechanisms are appropriate given the Board's size, the Corporation's size and stage of development. The Board is of the opinion that term limits may disadvantage the Corporation through the loss of beneficial contributions of its directors.

Assessments

The Board monitors but does not formally assess the effectiveness and contribution of the Board, its committees and individual Board members. To date, the Board has satisfied itself, through informal discussions, that the Board, its committees and individual Board members are performing effectively.

Diversity of the Board

The Board has not adopted a formal policy regarding the identification and nomination of directors who are women, Aboriginal peoples, persons with disabilities or members of visible minorities ("Designated Groups"). The Designated Groups is defined to include, but not be limited to, designated groups as defined by the Employment Equity Act (Canada).

The Corporation recognizes the benefits of diversity within its Board, at the senior management level and all levels of the organization and believes that increasing diversity of the Board will enrich its decision-making process by bringing a variety of perspectives to discussions. Although the Corporation has not adopted a written policy relating to identification and nomination of Designated Groups directors, it is actively considering future Board members with a view to diversity and has determined that its existing procedures are sufficient to accomplish its diversity objectives. The Board will continue to consider the level of representation of Designated Groups. However, at the time being, the Corporation does not believe that a formal policy would enhance the representation of Designated Groups on the board beyond the current recruitment and selection process.

The Corporation evaluates the necessary competencies, skills, experience and other qualifications of each candidate as a whole and considers the representation of Designated Groups as one of many factors in the recruitment and selection of candidates for Board and senior management positions. The Board determines new nominees to the Board in accordance with By-Law No. 4 of the Corporation. See "Corporate Governance Matters – Nomination of Directors and Term" above. The Board has not adopted formal targets regarding members of Designated Groups being represented on the Board or holding senior management positions. The representation of Designated Groups is one of many factors considered in the overall recruitment and selection process in respect of Board and senior management positions at the Corporation. The Board does not believe that formal targets would enhance the representation of Designated Groups on the board or in senior management positions beyond the current recruitment and selection process.

The Corporation is committed to and supports the principle of equal opportunities in employment. The Corporation opposes to all forms of unlawful or unfair direct or indirect discrimination on the grounds of sex, ethnic or national origins, religion or political beliefs, disability, marital status, age and sexual orientation. The Corporation believes that it is in the best interest of the Corporation and all those who work for the Corporation to ensure that the talents and skills of people throughout the community are considered when employment opportunities arise.

The Corporation takes every step to ensure that individuals are treated equally and fairly, and decisions on recruitment and selection, training, secondment, promotion, career development and employee relations are taken solely on job-related criteria.

Currently, the Board is composed of four (4) Directors, which are Jouni Keränen, Christian Kolster, André Lüdi, Elmer Kim. There is no member (0%) of the Board which is a member of the Designated Groups. Following the Meeting, assuming the three (3) director nominees are elected, no Board member will be a member of the Designated Groups. No member (0%) of the senior management team of Kuuhubb is a member of the Designated Groups.

Other Board Committees

The Board currently does not have any standing committees other than the Audit Committee and the Compensation Committee. See the section "Audit Committee" for more information about the Audit Committee.

The Corporation has established the Compensation Committee to assist the Board in assessing the effectiveness of the directors, the Board and the various committees of the Board and the composition of the Board and its committees and discharging its responsibilities regarding compensation of Kuuhubb's executives and the members of the Board.

The current members of the Compensation Committee are Messrs. Christian Kolster, André Lüdi (who serves as the Chairperson of the Compensation Committee) and Elmer Kim. Each member of the Compensation Committee has the relevant competence and skills to make informed decisions on the suitability of the Corporation's compensation policies and practices. In addition, the Compensation Committee members' diverse backgrounds bring to the Compensation Committee a wide variety of perspectives in executing the Corporation's philosophy and objectives with respect to compensation. Refer to "Business of the Meeting – Election of Directors" for the biographies of the members of the Compensation Committee.

The Compensation Committee relies on the knowledge and experience of its members to set appropriate levers of compensation to senior officers of the Corporation.

OTHER IMPORTANT INFORMATION

Indebtedness of Directors and Executive Officers

As of the date of this Information Circular and other than any "routine indebtedness" (as defined under applicable securities laws), no current or former executive officer, no current, former or proposed director or employee of the Corporation or its subsidiaries, or any associate of any such person, is indebted to the Corporation or its subsidiaries or has indebtedness to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

Interests of Certain Persons in the Matters to be Acted Upon and of Informed Persons in Material Transactions

Except as otherwise described herein and/or as a result of any holdings of shares of the Corporation such persons may have, 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, nor any associate or affiliate of any such persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the matter to be acted upon at the Meeting.

To the knowledge of the Corporation, (i) no director, executive officer or other insider, as applicable, of the Corporation, or (ii) any associate or affiliate of the persons referred to in (i) has or has had 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 that has materially affected or will materially affect the Corporation or any of its subsidiaries.

ADDITIONAL INFORMATION

You should not rely on any information other than what is contained in this Information Circular. No one has been authorized to provide you with different information. This Information Circular is dated March 23, 2022, and therefore you should assume that the information contained herein is accurate as of that date only. The Corporation's business, financial condition, results of operations and prospects may have changed since that date.

Financial information relating to the Corporation is provided in the comparative Annual Financial Statements and the Corporation's management's discussion and analysis relating to such Annual Financial Statements (the "Annual MD&As"). Copies of this Information Circular, the Annual Financial Statements and the Annual MD&As, as well as additional information relating to the Corporation, are available on SEDAR at www.sedar.com, under the Corporation's profile. Copies of such documents may also be obtained without charge by writing to the Chief Financial Officer of the Corporation at Suite 1417, 25 Adelaide Street East Toronto, Ontario, M5C 3A1, Canada.

A proposal for any matter that a Shareholder proposes to raise at the next annual meeting of Shareholders of the Corporation must be submitted to the Corporation at least 90 days before the anniversary date of the Notice and must comply with the other requirements of the CBCA relating to proposals.

Questions and Further Assistance

If you have any questions about the information contained in this Information Circular or require assistance in completing your form of proxy, please contact TSX Trust Company, the transfer agent for the Common Shares, toll free at 1-866-600-5869 or by email at TMXEInvestorServices@tmx.com or tsxtis@tmx.com.

Approval of Directors

The contents and the sending of this Information Circular to Shareholders of the Corporation have been approved by the directors of the Corporation.

DATED at the City of Toronto, in the Province of Ontario, as of the 23rd day of March, 2022.

BY ORDER OF THE BOARD

(signed) Christian Kolster Christian Kolster Corporate Secretary

SCHEDULE "A" CHANGE OF AUDITORS – REPORTING PACKAGE

(see attached)

NOTICE OF CHANGE OF AUDITORS

TO: MNP LLP ("MNP") MS Partners LLP ("MS")

AND TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission

Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), Kuuhubb Inc. (the "Company") hereby gives notice of the following:

• 1. effective as of September 14, 2021, MNP have resigned as auditors of the Company;
• 1. effective upon MNP's said resignation, MS were appointed as auditors of the Company in place of MNP;
• 1. the resignation of MNP as auditors of the Company and the appointment of MS as the successor auditors of the Company, have been considered and approved by the board of directors of the Company on the recommendation of the audit committee of the board of directors of the Company;
• 1. the auditors' reports of MNP on the financial statements of the Company for the years ended June 30, 2020 and June 30, 2019 did not express a modified opinion; and
• 1. there have been no reportable events (as defined in NI 51-102).

DATED the 14th day of September, 2021.

KUUHUBB INC.

Per: (signed) "Charles Sung" Name: Charles Sung Title: Chief Financial Officer

September 14, 2021

TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission

Dear Sirs/Mesdames:

Re: Notice of Change of Auditors (the "Notice") – Kuuhubb Inc.

We have read the Notice dated September 14, 2021, delivered to us pursuant to National Instrument 51-102 – Continuous Disclosure Obligations and, based on our knowledge of the information at this time, we agree with each statement contained in the Notice, other than statements relating to the successor auditor which we have no basis to agree or disagree.

Yourstruly,

Chartered Professional Accountants Licensed Public Accountants

cc: The Board of Directors, Kuuhubb Inc.

SCHEDULE "B" OPTION PLAN RESOLUTION

Resolutions of the Shareholders of the Kuuhubb Inc.

(the "Corporation")

AMENDMENT OF THE STOCK OPTION PLAN

WHEREAS the Corporation intends to increase the number of common shares of the Corporation (the "Common Shares") underlying options that can be set aside for the purpose of issuance of options under the Corporation's stock option plan (the "Stock Option Plan");

BE IT RESOLVED:

• 1. to authorize the Corporation to amend the Stock Option Plan to increase the maximum number of Common Shares issuable pursuant to the exercise of options under the Stock Option Plan from 7,500,000 Common Shares to 12,891,608 Common Shares, and modify Section 2 – Reservation of Shares of the Stock Option Plan accordingly;
• 1. to approve, confirm and ratify the Stock Option Plan as amended;
• 1. to authorize the directors of the Corporation to make such amendments to the Stock Option Plan from time to time, as may be required by the applicable regulatory authorities, or as may be considered appropriate by the directors of the Corporation, in their sole discretion, provided always that such amendments be subject to the approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of the Stock Option Plan, the approval of the Shareholders;
• 1. to authorize any director or officer of the Corporation, for and in the name of and on behalf of the Corporation, to sign and deliver such other notices and documents and to do such other acts and things, as in the opinion of the person may be necessary or desirable to give effect to this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing; and
• 1. notwithstanding that this resolution be passed by the Shareholders of the Corporation, the adoption of the Stock Option Plan, as amended, is conditional upon receipt of any applicable regulatory approvals, and the directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the Shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by the directors of the Corporation.

SCHEDULE "C" STOCK OPTION PLAN

KUUHUBB INC.

Stock Option Plan

The board of directors of Kuuhubb Inc. (the "Corporation") wishes to establish a stock option plan (the "Plan") governing the issuance of stock options (the "Stock Options") to directors, officers and employees of the Corporation or subsidiaries of the Corporation and persons or corporations who provide services to the Corporation or its subsidiaries on an on-going basis, or have provided or are expected to provide a service or services of considerable value to the Corporation or its subsidiaries. Capitalized terms, not otherwise defined herein, have the meanings ascribed thereto in the TSX Venture Exchange Corporate Finance Manual.

The terms and conditions of the Plan for issuance of Stock Options are as follows:

1. Purposes

The principal purposes of the Plan are:

• (a) to retain and attract qualified directors, officers, employees and service providers which the Corporation and its subsidiaries require;
• (b) to promote a proprietary interest in the Corporation and its subsidiaries;
• (c) to provide an incentive element in compensation; and
• (d) to promote the profitability of the Corporation and its subsidiaries.

2. Reservation of Shares

Subject to Section 10 of this Plan, the number of common shares in the capital of the Corporation (the "Common Shares") that may be issued from time to time to Eligible Optionees (as hereinafter defined) pursuant to the exercise of Stock Options granted under this Plan shall not exceed 7,500,000 12,891,608 Common Shares.

3. Eligibility

Stock Options shall be granted only to persons, firms or corporations ("Eligible Optionees") who are Directors, Employees, Consultants or Management Company Employees of the Corporation or a subsidiary of the Corporation. Where the Eligible Optionee is an Employee, Consultant or Management Company Employee, the board of directors of the Corporation (the "Board") shall confirm that the Eligible Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be, of the Corporation or a subsidiary of the Corporation prior to any grant of Stock Options.

Stock Options may also be granted to a corporation which is wholly-owned by an Eligible Optionee if the corporation agrees not to effect or permit any transfer of ownership or option of shares of the corporation, nor to issue further shares of any class in the corporation to any other individual or entity as long as any Stock Options granted to the corporation remain outstanding, without the prior written consent of the "Exchange". Unless the context otherwise requires, the

term Eligible Optionee as used herein, shall include any such corporation. "Exchange" shall mean the Canadian stock exchange on which the Common Shares may be listed from time to time.

4. Granting of Stock Options

The Board may from time to time grant Stock Options to Eligible Optionees. At the time a Stock Option is granted, the Board shall determine the number of Common Shares of the Corporation available for purchase under the Stock Option, the date when the Stock Option is to become effective and, subject to the other provisions of this Plan, all other terms and conditions of the Stock Option. An Eligible Optionee may hold more than one Stock Option at any time, however, at no time shall:

• (a) the aggregate number of Stock Options granted to any one person in a 12 month period exceed 5% of the outstanding Common Shares, unless the Corporation has obtained any disinterested shareholder approval required by the Exchange;
• (b) the aggregate number of Stock Options granted to any one Consultant in a 12 month period exceed 2% of the outstanding Common Shares; or
• (c) the aggregate number of Stock Options granted to persons employed in Investor Relations Activities exceed 2% of the outstanding Common Shares in any 12 month period without the express consent of the Exchange.

Any Stock Options granted to a corporation referred to in Section 3 hereof shall be included in the calculation of the Stock Options held by an Eligible Optionee.

5. Exercise Price

The exercise price (the "Exercise Price") of each Stock Option shall be determined in the discretion of the Board at the time of the granting of the Stock Option, provided that the exercise price shall not be lower than the "Market Price". "Market Price" shall mean the last closing price of the Common Shares on the Exchange prior to the date the Stock Option is granted; provided that in the event the Common Shares are not listed on a Canadian stock exchange, the Market Price shall be such price as is determined by the Board in good faith.

6. Term and Exercise Periods

• (a) All Stock Options shall be for a term determined in the discretion of the Board at the time of the granting of the Stock Options, provided that, except in the case of a "Black-Out Period" (as defined in clause 6(d) below), no Stock Option shall have a term exceeding ten years and, unless the Board at any time makes a specific determination otherwise, a Stock Option and all rights to purchase Common Shares pursuant thereto shall expire and terminate immediately upon the Eligible Optionee who holds such Stock Option ceasing to be at least one of a Director, Employee, Management Company Employee or Consultant of the Corporation or a subsidiary of the Corporation for any reason whatsoever (including as a result of death).
• (b) Unless otherwise determined by the Board at the time of the granting of the Stock Options pursuant to clause 6(c)(iii) below, 1/4 of the Stock Options granted pursuant hereto will vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the date of the grant of the Stock Options (the "Grant Date"). For greater clarity, unless otherwise determined pursuant to the terms hereof, all Stock Options granted to an Eligible Optionee will be available to

exercise and purchase Common Shares on the 24 month anniversary of the Grant Date.

• (c) By way of example, without limiting the generality of the foregoing or the discretion of the Board, the Board may, at the time of the granting of the Stock Option, determine:
  • (i) that a Stock Option is exercisable only while the Eligible Optionee remains at least one of a Director, Employee, Management Company Employee or Consultant and for a limited period of time ("Additional Period") after the Eligible Optionee ceases to be at least one of a Director, Employee, Management Company Employee or Consultant (which Additional Period may not exceed 12 months or, in the case of an Eligible Optionee engaged in Investor Relations Activities, 30 days);
  • (ii) that a Stock Option can be exercisable for an Additional Period or for its remaining term (which Additional Period or remaining term may not exceed one year) after the death, disability or incapacity of an Eligible Optionee;
  • (iii) that a Stock Option has a different vesting schedule than that specified in subsection 6(b) above; or
  • (iv) that a Stock Option may provide for early exercise and/or termination or other adjustment in the event of a death of a person and in other circumstances, such as if the Corporation shall resolve to sell all or substantially all of its assets, to liquidate or dissolve, or to merge, amalgamate, consolidate or be absorbed with or into any other corporation.
• (d) Except if not permitted by the Exchange, if any Stock Options may not be exercised due to any Black-Out Period (as defined below) at any time within the three business day period prior to the normal expiry date of such Stock Options (the "Restricted Options"), the expiry date of all Restricted Options shall be extended for a period of 10 business days following the end of the Black-Out Period (or such longer period as permitted by the Exchange and approved by the Board). "Black-Out Period" means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of Stock Options.

7. Non-Assignability

Other than a limited right of assignment, subject to the terms upon which the Stock Option is granted, in the event of the death of an Eligible Optionee to allow the exercise of Stock Options by the Eligible Optionee's legal representative, Stock Options shall not be assignable or transferable by the Eligible Optionees.

8. Payment of Exercise Price

All shares issued pursuant to the exercise of a Stock Option shall be paid for in full at the time of exercise of the Stock Option and prior to the issue of the shares. All Common Shares issued in accordance with the foregoing shall be issued as fully paid and non-assessable Common Shares.

9. Non-Exercise

If any Stock Option granted pursuant to the Plan is not exercised for any reason whatsoever, upon the expiry of the Stock Options pursuant to the terms of its grant or the terms hereof, the shares reserved and authorized for issuance pursuant to such Stock Option shall revert to the Plan and shall be available for other Stock Options. Notwithstanding the foregoing, at no time shall there be outstanding Stock Options exceeding, in the aggregate, the number of Common Shares reserved for issuance pursuant to Stock Options under this Plan.

10. Adjustment in Certain Circumstances

In the event:

• (a) of any change in the Common Shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; or
• (b) of any stock dividend to holders of Common Shares (other than such stock dividends issued at the option of shareholders of the Corporation in lieu of substantially equivalent cash dividends); or
• (c) that any rights are granted to holders of Common Shares to purchase Common Shares at prices substantially below fair market value; or
• (d) that as a result of any recapitalization, merger, consolidation or otherwise the Common Shares are converted into or exchangeable for any other shares;

then in any such case the Board may make such adjustment in the Plan and in the Stock Options granted under the Plan as the Board may in its sole discretion deem appropriate to prevent substantial dilution or enlargement of the rights granted to, or available for, holders of Stock Options, and such adjustments may be included in the Stock Options.

11. Expenses

All expenses in connection with the Plan shall be borne by the Corporation.

12. Compliance with Laws

The Corporation shall not be obliged to issue any shares upon exercise of Stock Options if the issue would violate any law or regulation or any rule of any governmental authority or stock exchange. The Corporation shall not be required to issue, register or qualify for resale any shares issuable upon exercise of Stock Options pursuant to the provisions of a prospectus or similar document, provided that the Corporation shall notify the Exchange and any other appropriate regulatory bodies of the existence of the Plan and the issuance and exercise of Stock Options.

In addition to any resale restrictions that may be applicable under applicable securities laws, all Stock Options and any shares issued on the exercise of Stock Options shall be legended with a four month hold period from the date the Stock Options are granted.

13. Disinterested Shareholder Approval

Disinterested shareholder approval shall be obtained by the Corporation prior to any reduction in the Exercise Price if the Optionee is an Insider of the Corporation at the time of a proposed reduction of the Exercise Price.

14. Form of Stock Option Agreement

All Stock Options shall be issued by the Corporation in a form which meets the general requirements and conditions set forth in this Plan and the requirements of the Exchange.

15. General Offer for Common Shares

If a bona fide offer (the "Offer") for the Common Shares is made to shareholders generally, which Offer, if accepted in whole or in part, would result in the offeror exercising control over the Corporation within the meaning of subsection 1(3) of the Securities Act (Ontario), then the Corporation shall, immediately upon receipt of notice of the Offer, notify each Eligible Optionee then holding Stock Options of the Offer, with full particulars thereof, whereupon, notwithstanding clause 6(b) hereof but subject to any necessary regulatory approval, such Stock Options may be exercised in whole or in part by the Eligible Optionee so as to permit the Eligible Optionee to tender the Common Shares received upon such exercise (the "Optioned Shares") pursuant to the Offer. If:

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

then the Optioned Shares or, in the case of clause (c) above, the Optioned Shares that are not taken up and paid for, shall be returned by the Eligible Optionee to the Corporation and reinstated as authorized but unissued Common Shares and the terms of the Stock Options as set forth in clause 6(b) hereof shall again apply to the Stock Options. If any Optioned Shares are returned to the Corporation under this Section 15, the Corporation shall refund the Exercise Price to the Eligible Optionee for such Optioned Shares. In no event shall the Eligible Optionee be entitled to sell the Optioned Shares otherwise than pursuant to the Offer.

16. Amendments and Termination

The Corporation shall retain the right to (a) amend from time to time the terms of the Plan or to terminate the Plan by resolution of the Board, and (b) amend from time to time the terms of outstanding Stock Options by resolution of the Board. Any such amendments or termination shall be subject to the consent of any applicable regulatory body, including the Exchange (to the extent such consent is required). Any amendment to the terms of outstanding Stock Options shall be subject to the consent of the Eligible Optionee holding such Stock Options. Any amendment to the terms of the Plan shall take effect only with respect to Stock Options granted thereafter, provided that such amendment may apply to any Stock Options previously granted with the consent of the Eligible Optionees holding such Stock Options.

17. Delegation of Administration of the Plan

Subject to the Canada Business Corporations Act or any other legislation governing the Corporation, the Board may delegate to one or more directors of the Corporation, on such terms as it considers appropriate, all or any part of the powers, duties and functions relating to the granting of Stock Options and the administration of this Plan.

18. Applicable Law

This Plan shall be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada.

19. Stock Exchange

To the extent applicable, the issuance of any shares of the Corporation pursuant to Stock Options issued pursuant to this Plan is subject to approval of the Plan by the Exchange, and the Plan shall be subject to the ongoing requirements of the Exchange.

20. Administration

This Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of this Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of this Plan. All decisions and interpretations made by the Board shall be binding and conclusive upon the Corporation and on all persons eligible to participate in this Plan, subject to shareholder approval if required by any stock exchange on which the Corporation's shares are listed.