Madison Pacific Properties Inc. — Proxy Solicitation & Information Statement 2021

Jan 21, 2021

MADISON PACIFIC PROPERTIES INC.

INFORMATION CIRCULAR

as at January 11, 2021 unless otherwise noted

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Madison Pacific Properties Inc. ("Madison Pacific" or the "Company") for use at the Annual General Meeting of the shareholders of the Company (the "Meeting") to be held at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be by mail and possibly supplemented by telephone, electronic mail or other personal contact to be made without special compensation by regular officers and employees of the Company. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company. The Company does not reimburse shareholders, nominees or agents for the costs incurred in obtaining from their principals authorization to execute forms of proxy.

The Company intends to hold the Meeting in person. However, due to the COVID-19 pandemic, the Company requests that shareholders do not attend the Meeting in person in order to mitigate the risk to the health and safety of our shareholders, directors and employees, as well as to the greater community at large. The Company strongly encourages shareholders to instead vote their shares in advance of the Meeting by proxy. No management presentation will be made at the Meeting.

If any shareholder does wish to attend the Meeting in person, please contact the Secretary at ddimarco@madisonpacific.ca in order for arrangements to be made that comply with all health recommendations, regulations, guidance and orders. Social distancing will be enforced at the Meeting and no shareholder who is experiencing symptoms of COVID-19, including fever, cough or difficulty breathing, will be permitted to attend the Meeting in person.

The Company is monitoring developments regarding the COVID-19 pandemic and may take additional precautionary measures relating to the Meeting as necessary. If the Company makes any change, such as to the date or location, or elects to hold the Meeting solely by remote communication, the Company will announce such change as promptly as practicable. The Company does not intend to prepare or mail an amended information circular in the event of changes to the meeting format.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying instrument of proxy are directors and/or officers of the Company, and are proxyholders nominated by management. A shareholder has the right to appoint a person to attend and act for him on his behalf at the Meeting other than the nominees of management named in the enclosed instrument of proxy. To exercise this right, a shareholder must insert the name of his nominee in the blank space provided on the proxy. A proxyholder need not be a shareholder of the Company.

A form of proxy will only be valid if it is duly completed and signed and dated then deposited to the Company's registrar and transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 9th Floor, Toronto Ontario, by the method set out in the form of proxy. In all cases, proxies are to be received, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to the commencement of the Meeting or any adjournment thereof.

An instrument of proxy must be signed by the shareholder or by his attorney in writing, or, if the shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

A proxy may be revoked by:

• (a) signing a proxy bearing a later date and depositing it at the place and within the time aforesaid; or
• (b) signing and dating a written notice of revocation (in the same manner as the proxy is required to be executed, as set out in the notes to the proxy) and either delivering the same to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

If a shareholder specifies a choice with respect to any matter to be acted upon, the shares represented by proxy will be voted or withheld from voting by the proxyholder in accordance with those instructions on any ballot that may be called for. In the enclosed form of proxy, in the absence of any instructions in the proxy, it is intended that such shares will be voted by the proxyholder, if a nominee of management, in favour of the motions proposed to be made at the Meeting as stated under the headings in the Notice of Meeting to which this Information Circular is attached and in particular, in favour of the nominees for the election of directors and in favour of the appointment of auditors, as set forth herein. If any amendments or variations to such matters, or any other matters, are properly brought before the Meeting, the proxyholder, if a nominee of management, will exercise its discretion and vote on such matters in accordance with its best judgement.

At the time of printing this Information Circular, management of the Company is not aware that any amendments or variations to existing matters or new matters are to be presented for action at the Meeting.

The instrument of proxy enclosed, when properly signed and deposited, confers discretionary authority on proxyholders other than the nominees of management named in the instrument of proxy with respect to the matters identified herein, amendments or variations to those matters, or any other matters which may properly be brought before the Meeting. To enable the proxyholder to exercise its discretionary authority, a shareholder must insert the name of its nominee in the space provided in the form of proxy.

NON-REGISTERED SHAREHOLDERS

Only registered holders of Class B Voting Common Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of Madison Pacific are "non-registered" shareholders because the Class B Voting Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank, or trust company through which they purchased the shares or a clearing agency. More particularly, a person is not a registered shareholder in respect of Class B Voting Common Shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Class B Voting Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. ("CDS")) of which the Intermediary is a participant. Madison Pacific has two kinds of Non-Registered Holders - those who have given permission to their Intermediary to disclose their ownership information, otherwise referred to as "non-objecting beneficial owners", and those who have objected to their Intermediary's disclosure of this information, otherwise referred to as "objecting beneficial owners". As allowed under Canadian provincial securities laws, Madison Pacific has obtained a list of non-objecting beneficial owners from Intermediaries and has used that list to distribute proxyrelated materials directly to non-objecting beneficial owners. Madison Pacific is not sending proxyrelated materials using notice-and-access procedures.

Non-objecting beneficial owners will receive a voting instruction form from Computershare Investor Services Inc. Objecting beneficial owners will receive a voting instruction form from its Intermediary.

The voting instruction form is similar to the proxy that Madison Pacific provided to registered shareholders; however, its purpose is limited to instructing the Intermediary or clearing agency, as the registered shareholder, on how to vote. No person will be admitted at the Meeting to vote by presenting a voting instruction form.

To vote using the voting instruction form, Non-Registered Holders should complete and return the voting instruction form in accordance with its instructions.

To vote in person at the Meeting, Non-Registered Holders must instruct Computershare Investor Services Inc. if they are a non-objecting beneficial owner, or their Intermediary if they are an objecting beneficial owner, to be appointed as proxyholder.

Recent amendments to securities legislation allow a non-objecting beneficial owner to submit to Madison Pacific or its Intermediary any document in writing that requests that such non-objecting beneficial owner or its nominee be appointed as proxyholder. If such a request is received, Madison Pacific or the Intermediary, as applicable, must arrange, without expense to the non-objecting beneficial owner, to appoint such non-objecting beneficial owner or its nominee as a proxyholder and to deposit that proxy within the time specified in this Information Circular, provided that Madison Pacific or the Intermediary receives such written instructions at least one business day prior to the time at which proxies are to be submitted for use at the Meeting. Accordingly, any such request must be received at least 72 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof.

Madison Pacific does not intend to pay for Intermediaries to forward to objecting beneficial owners the proxy–related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary, and an objecting beneficial owner will not receive those materials unless the objecting beneficial owner's Intermediary assumes the cost of delivery.

If Non-Registered Holders have any questions, they should contact Computershare Investor Services Inc. if they are a non-objecting beneficial owner, or their Intermediary if they are an objecting beneficial owner.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Only those holders of record of Class B Voting Common Shares on January 11, 2021, will be entitled to vote at the Meeting or any adjournment thereof, in person or by proxy. On January 11, 2021, 7,255,492 Class B Voting Common Shares were issued and outstanding, each share carrying the right to one vote. The authorized share capital of Madison Pacific consists of an unlimited number of Class A Preferred Shares without par value, issuable in series, an unlimited number of Class B Voting Common Shares without par value (the "Class B Shares"), an unlimited number of Class C Non-Voting Shares without par value (the "Class C Shares") and an unlimited number of Old Common Shares without par value.

Certain of the share rights are summarized in Appendix B to this Information Circular.

To the knowledge of the directors and senior officers of the Company, only the following shareholders beneficially own, or controls or directs, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding Class B Shares:

Name of Shareholder	Number of Class B Shares	Percentage of IssuedandOutstanding Voting Shares
Madison Venture Corporation (1)	3,207,448	44.2%
Delcor Holdings Ltd. (1)	912,946	12.6%
Vanac Development Corp. (1)	790,507	10.9%

(1) Madison Venture Corporation and affiliates own 20,347,938 Class C Shares, Delcor Holdings Ltd. and affiliates owns 13,152,446 Class C Shares and Vanac Development Corp. owns 1,200,000 Class C Shares.

The above information is based on public filings by the shareholders.

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the year ended August 31, 2020, together with the auditor's report thereon (the "Financial Statements"), will be presented to shareholders at the Meeting. The Financial Statements are being mailed to shareholders of record with this Information Circular. Copies of the Financial Statements, Notice of Meeting, Information Circular and Proxy will also be available from the Company's Registrar and Transfer Agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 prior to the Meeting.

ELECTION OF DIRECTORS

The Board of Directors presently consists of six directors. The term of office for persons elected at the Meeting will expire at the next Annual General Meeting of shareholders of the Company, unless a director resigns or is otherwise removed in accordance with the by-laws of the Company or the Canada Business Corporations Act (the "CBCA").

The persons named below will be presented at the Meeting for election as directors as nominees of management, and the persons named in the enclosed instrument of proxy intend to vote for the election of these nominees. It is not contemplated that any of the nominees will be unable to serve as a director, however should that occur for any reason prior to the Meeting, the persons named in the enclosed instrument of proxy reserve the right to vote for other nominee(s), at their discretion.

The following table sets out the names of the persons to be presented for election as director as nominees of management, all other positions and offices with the Company now held by them, their principal occupation or employment, the year in which they became a director of the Company and the number of Class B Shares beneficially owned, or controlled or directed, directly or indirectly, by each of them, if any, as at the date hereof:

Name of Nominee and PresentPosition With the Company	Principal OccupationDuring the Past Five Years	YearFirstBecame aDirector	No. of Class BSharesBeneficiallyOwned
PETER J. BONNER(2),(3)(5)British ColumbiaDirector	President of PJ Bonner and AssociatesLtd. (a diversified holding company)	2008	151,569
MICHAEL W.DELESALLE(1),(2),(3),(4)British ColumbiaDirector	President of Delcor Holdings Ltd. (adiversified holding company)	2000	(4)925,099
MARVIN HAASEN(2)British ColumbiaPresident and Chief ExecutiveOfficerand Director	Presidentand Chief Executive Officer	2012	Nil
SAM GRIPPO(1),(2),(3)British ColumbiaChairman of the Boardand Director	Chairman of the Boardof MadisonVenture Corporation (a diversifiedholding company)	1998	26,880
E. ELLIOTT(1),(2),(3)MARKBritish ColumbiaDirector	Independent consultant from July 1,2012	2013	Nil
JONATHAN H. B. REES(5)British ColumbiaDirector	Principal at PCRE Group	2019	3,488

(1) Member of the Audit Committee.

(2) Member of the Corporate Governance Committee

(3) Member of Nominating Committee

(4) Mr. Delesalle is the President of Delcor Holdings Ltd. which owns or controls 912,946 Class B Shares. Mr. Delesalle exercises control or direction over these shares.

(5) Member of the Compensation Committee.

Unless otherwise stated, each of the above-named nominees has held the principal occupation or employment indicated for the past five years.

The above information has been furnished by the respective directors individually.

Majority Voting for Directors

The Board of Directors believes that each of its members should carry the confidence and support of the Company's shareholders. Accordingly, the Board of Directors adopted a majority voting policy in 2013. Pursuant to this policy, the form of proxy for the vote at the Meeting enables shareholders to vote in favour of, or to withhold from voting, separately for each nominee. If, with respect to any particular nominee, the number of common shares withheld exceeds the number of common shares voted in favour of the nominee, then for purposes of the Company's policy, the nominee shall be considered not to have received the support of the shareholders, even though duly elected as a matter of corporate law.

A person elected as a director who is considered under this policy not to have the confidence of shareholders is required to promptly submit to the Board of Directors his or her resignation. The Governance Committee will promptly consider the director's offer to resign and make a recommendation to the Board of Directors whether to accept it. In making its recommendation, the Committee will consider the reason why the votes were withheld, length of service and qualifications of that director, that director's contribution to the Company, and the effect that such resignation may have on the Board of Director's ability to effectively continue fulfilling its responsibilities and the Company's ability to comply with any applicable governance rules and policies. Any director who tenders his resignation will not participate in the deliberations. Within 90 days of the applicable shareholder meeting date, the Board of Directors will decide whether to accept or not accept the resignation of that director. The Board will accept the resignation unless exceptional circumstances exist. If the resignation is accepted, subject to any applicable law, the Board of Directors may leave the resultant vacancy unfilled until the next annual general meeting, fill the vacancy through the appointment of a new director, reduce the size of the Board of Directors, or call a special meeting of shareholders at which there will be presented one or more nominees to fill any vacancy or vacancies. The Board of Directors will issue a press release disclosing its decision whether to accept the director's resignation offer including the reasons for rejecting the offer to resign, if applicable.

STATEMENT ON CORPORATE GOVERNANCE AND DIVERSITY DISCLOSURE

The Company is committed to ensuring that the Company has an effective corporate governance system. The Company's current governance practices pursuant to National Instrument 58-101 are specifically set out in Appendix A to this information circular in the form required by Form 58-101F1. Appendix A also includes the diversity disclosure required pursuant to section 172.1 of the CBCA.

The following information highlights the structures and processes of corporate governance at the Company.

Mandate of the Board

The mandate of the board of directors of the Company (the "Board") is to supervise the management of the business and affairs of the Company. In fulfilling its mandate, the Board as a whole oversees the development and application of policies regarding corporate governance and dealing with corporate governance issues, and is responsible for:

• (a) adoption of a strategic planning process for the Company;
• (b) identification of the principal risks of the Company's business and ensuring the implementation of the appropriate systems to manage these risks;
• (c) succession planning for the Company, including identifying, appointing, training and monitoring senior management;
• (d) overseeing the integrity of the Company's internal controls and management information systems; and
• (e) maintaining a continuing dialogue with management in order to ensure the ability to respond to changes, both internal and external, which may affect the Company and its business operations from time to time.

Composition of the Board

All of the Directors, with the exception of the President and Chief Executive Officer, are unrelated Directors. Independence of the Board from management is enhanced in that the position of Chairman is separate from that of the Chief Executive Officer.

Board Effectiveness

The Governance Committee oversees the corporate governance processes at the Company which include the manner in which the Board should operate. The nature and format of information provided to the Board by management is reviewed. At the Board's regularly scheduled meetings, the Directors review management's significant operational plans, initiatives and activities, as well as systems related to the identification and control of principal business risks. Unrelated Directors hold discussions completely independent of management as required. The Board of Directors met 4 times during the year ended August 31, 2020.

Committees of the Board of Directors

The Board has established an Audit Committee, a Corporate Governance Committee, a Nominating Committee, and a Compensation Committee.

Board Authority and Delegation

The Directors have reserved approval for all matters other than certain authorization and approval levels delegated to management. All Committees make recommendations which are presented to the Board for approval. The composition and mandates of each of these Board Committees are outlined as follows:

Audit Committee

The Audit Committee reviews the annual financial statements of the Company and certain other public disclosure documents required by regulatory authorities, including news releases disclosing financial results, and makes recommendations to the Board with respect to such statements and documents. The Committee also makes recommendations to the Board regarding the appointment of independent auditors, meets independently with the auditors to review the nature and scope of the annual audit as proposed by the auditors and management, and reviews with management the risks inherent in the Company's business and risk management programs relating thereto. The Audit Committee also reviews with the auditors and management the adequacy of the internal accounting control procedures and systems within the Company. The Audit Committee is composed of three non-related members of the Board.

Further information concerning the Audit Committee is set out in the section entitled "Audit Committee" in the Company's current Annual Information Form.

Corporate Governance Committee and Nominating Committee

The mandate of the Corporate Governance Committee is the general responsibility for developing the Company's approach to governance issues. The Committee is responsible for assessing directors on an ongoing basis, for assessing the effectiveness of the Board as a whole and the contribution of individual directors. The Corporate Governance Committee is composed of five members of the Board, all of which are non-related members except for one. The Nominating Committee is a subset of the Corporate Governance Committee and is composed entirely of the non-related members of the Board and is - 8 -

responsible for nominating persons for election or appointment as directors.

Compensation Committee

For particulars of the composition and functions of the Compensation Committee, see "Executive Compensation".

Decisions Requiring Prior Board Approval

In addition to matters which must either by law or by the by-laws of the Company be approved by the Board, management is required to seek Board approval for major transactions.

New Directors

It is the Board's intention that as and when a new nominee for election or appointment is identified, it will ensure that a full program of orientation and education is provided for the nominee, including (but not limited to) provision of a complete corporate history, including copies of past minutes of Board meetings, as well as information regarding the Company's business and operations.

EXECUTIVE COMPENSATION

Report on Executive Compensation

The Compensation Committee is responsible for reviewing executive compensation for the President and CEO and other senior officers and providing recommendations to the Board for approval. The Compensation Committee considers implications of the risks associated with the Corporation's compensation policies and practices as part of its responsibilities to review and recommend the compensation policies and practices of the Corporation. The Compensation Committee consists of two independent directors, Peter Bonner and Jonathan Rees. Peter Bonner and Jonathan Rees have experience with the operations and management of various businesses including matters of compensation. The Committee members have experience in assessing survey and other compensation data and criteria relevant to discharging the Committee mandate and their roles on such Committee.

Executive compensation currently has three principal components: salary, bonus and the granting of share options. Each executive is paid compensation that is competitive within the marketplace and the salary is reviewed and approved on an annual basis by the Compensation Committee and the Board. Bonuses, if applicable are determined by the Compensation Committee and the Board. The amount of the bonus is based on management performance of the executive.

The Company adopted a formal share option plan effective January 1, 2019 (the "Plan"). As of the date hereof, no options have been granted under the Plan. The Company did not retain the services of a compensation consultant in fiscal 2019. The Compensation Committee and the Board do not use specific benchmarks in determining executive compensation, but rely on members of the Compensation Committee and the Board who have significant experience in the real estate industry and with companies similar to the Company.

Compensation Risks

The Board has considered the implications of the risks associated with the Company's compensation policies and practices. The Board considered risk throughout the Company's annual compensation review process. The Board did not identify any risks arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. Practices the Company uses to identify and mitigate compensation policies and practices that could encourage executive officers to take inappropriate or excessive risks include the following:

• (a) a base salary that is competitive within the marketplace and as such does not encourage excessive risk taking; and
• (b) short term incentives based on the achievement of Company and individual goals with no formal objectives or criteria established in advance which would allow the board to reduce or eliminate any short term incentive based on an assessment of the risk assumed to generate financial results.

The Company does not have a formal policy governing whether an officer or director is permitted to hedge against decreases in market value of equity securities held by that officer or director.

Elements of Compensation

A. Base Salary

The Company provides a base salary so that our named executive officers have a regular income to cover day-to-day expenses. The Company believes that competitive salaries are important in attracting and retaining talented executives.

B. Short term incentives

In addition to base salary, the Company provides named executive officers with annual short term incentive awards that are paid as cash bonuses. These awards are based on the achievement of the Company and individual goals. No formal objectives or criteria are established in advance. Short term incentive awards are set on an individual by individual basis based on the Boards' view of what the marketplace offers to individuals of similar roles. The Board determined that our CEO and CFO were entitled to the bonuses set forth in the Summary Compensation Table based on the achievement of performance goals. The CEO's bonus is reflected as consulting fees in the "All Other Compensation" column of the Summary Compensation Table.

C. Share options and other compensation

In addition to base salary and bonuses, executive officers may receive share options pursuant to the Plan. In addition, the CEO and CFO of the Company received a specified number of shares of a significant shareholder of the Company on the anniversary dates of their employments for a period of five years. The amount of shares to be issued each year was determined at the time the officers entered into their employment agreements. These grants commenced in fiscal 2013 and had fully vested by 2018.

Setting Executive Compensation

The Compensation Committee and the Board are responsible for the administration of the Company's compensation programs and for setting compensation of named executive officers.

Our CEO is actively engaged in the Company's compensation programs (other than with respect to his

own compensation package). The CEO conducts an annual evaluation and recommends salary adjustments and short term incentive awards. The recommendations may be reviewed and approved by the Compensation Committee and the Board depending on the level of the employee.

Severance and Change in Control Arrangements

The Company and Mr. Di Marco have entered into an employment agreement in respect of Mr. Di Marco's role as CFO. The agreement is for an indefinite term. If the employment of Mr. Di Marco is terminated without just cause the Company shall pay Mr. Di Marco 1.5 years of base salary. If Mr. Di Marco's employment were to be terminated by the Company without notice as of August 31, 2020, Mr. Di Marco would be entitled to a payment of $461,250.

Recovery of Compensation

The Company considers it unlikely that misconduct or mistake by the Company or its employees will result in a restatement of its financial statements. The Compensation Committee and the Board have not developed a policy specifying the consequences with respect to past compensation payments or awards if such a restatement occurs. In the event of a restatement, the Compensation Committee and the Board will develop an appropriate response to past compensation payments or rewards.

The following table sets forth the summary of the compensation paid to our Chief Executive Officer and Chief Financial Officer (the "Named Executive Officers"). No other executive officers received compensation in excess of $150,000 in 2020.

						Non-equity incentiveplan compensation
Name andPrincipalPosition	Year endedAugust 31,	Salary($)	Sharebasedawards($)	Optionbasedawards($)	Annualincentiveplan($)	Longtermincentiveplan($)	Pensionplan($)	All Othercompensation($)	Totalcompensation($)
Marvin(1)(2)	2020	234,192	Nil(1)	Nil	Nil	Nil	Nil	158,264 (2),(3)	409,184 (2),(3)
HaasenPresident and	2019	244,800	Nil(1)	Nil	Nil	Nil	Nil	138,880 (2),(3)	(2),(3)383,680
Chief ExecutiveOfficer	2018	240,000	106,144 (1)	Nil	Nil	Nil	Nil	141,639 (2),(3)	487,783(2),(3)
Dino(1)	2020	287,000	Nil(1)	Nil	257,063	Nil	Nil	27,383(4)	591,946 (4)
Di MarcoChief Financial	2019	300,000	Nil(1)	Nil	225,600	Nil	Nil	26,715 (4)	552,315(4)
Officer	2018	283,000	78,732 (1)	Nil	150,000	Nil	Nil	25,635 (4)	537,367(4)

Summary Compensation Table

(1) The CEO and CFO of the Company received a specified number of shares of a significant shareholder of the Company on the anniversary dates of their employments for a period of five years. The amount of shares issued each year was determined at the time the officers entered into their employment agreements. The figures presented here represent the estimated fair values of the shares granted in the year.

• (2) Amount includes consulting fees for fiscal 2020 of $135,099 (2019 $116,280; 2018 $120,000) paid or payable to a company controlled by Marvin Haasen.
• (3) Amount includes a retirement allowance of $12,546 (2019 $12,240; 2018 $11,482) and automobile allowance of $10,619 (2019 - $10,360; 2018 - $10,157).
• (4) Amount includes a retirement allowance of $15,375 (2019 $15,000; 2018 $14,150) and automobile allowance of $12,008 (2019 - $11,715; 2018 - $11,485).

The following table sets forth details on outstanding share-based awards and option-based awards as at August 31, 2020:

Table on Outstanding Share-Based Awards and Option-Based Awards

	Option-based Awards					Share-based Awards
Name	Number ofsecuritiesunderlyingunexercisedoptions(#)	Optionexercise price($)	Optionexpirationdate	Value ofunexercisedin-the-moneyoptions($)	Number ofshares or unitsof shares thathave notvested(#)	Market orpayout valueof share-basedawards thathave notvested($)	Market orpayout valueof share-basedawards notpaid out ordistributed($)
Marvin Haasen	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Dino Di Marco	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Table on Incentive Plan Awards-Value Vested or Earned During the Year

Name	Option-based awards-valuevested during the year($)	Share-based awards-valuevested during the year($)	Non-equity incentive plancompensation-value earnedduring the year($)
Marvin Haasen	Nil	Nil	Nil
Dino Di Marco	Nil	Nil	Nil

Compensation of Directors

The following table sets forth the summary of the compensation paid to Directors for the Company's most recently completed financial year:

Name	Fees earned($)	Share-basedawards($)	Option-basedawards($)	Non-equityincentive plancompensation	Pension value($)	All othercompensation($)	Total($)
Peter J. Bonner	14,000	Nil	Nil	Nil	Nil	Nil	14,000
Michael W. Delesalle	15,000	Nil	Nil	Nil	Nil	Nil	15,000
Sam Grippo	66,500	Nil	Nil	Nil	Nil	Nil	66,500
Marvin Haasen	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mark E. Elliott	18,375	Nil	Nil	Nil	Nil	Nil	18,375
Jonathan H. B. Rees	14,000	Nil	Nil	Nil	Nil	Nil	14,000

Directors Compensation Table

The Compensation Committee has approved that all Board members excluding executive officers of the Company receive an annual retainer of $10,000. All Board members receive $1,500 for each meeting attended. The Chairman of the Board receives $60,000 per annum for the performance of his duties throughout the year. Members of the Audit Committee excluding the Chairman of the Audit Committee receive a fee of $1,000 per meeting attended. The Chairman of the Audit Committee receives $5,000 per annum for the performance of his duties throughout the year. Members of the Corporate Governance Committee receive a fee of $250 per meeting attended. The Board has approved that the Chairman of the Compensation Committee receives $5,000 per annum for the performance of his duties throughout the year. All members of the Compensation Committee receive $1,000 for each meeting attended. The directors of the Company took a 25% temporary reduction of compensation for the period from April 2020 to September 2020.

PERFORMANCE GRAPH

Class B Shares

The following graph compares the cumulative total shareholder return assuming an initial investment of $100.00 in Class B Shares of the Company on August 31, 2015 and dividends reinvested with the total return index value of the S&P/TSX Composite Index and the TSX Real Estate Index.

Class C Shares

The following graph compares the cumulative total shareholder return assuming an initial investment of $100.00 in Class C Shares of the Company on August 31, 2015 and dividends reinvested with the total return index value of the S&P/TSX Composite Index and the TSX Real Estate Index.

The compensation of the Named Executive Officers during the above periods was not directly tied to the price of the Class B Shares or Class C Shares. The principal compensation of the Named Executive Officers is composed of a fixed salary and performance components tied to financial, operational, and other goals, which do not necessarily correspond to changes in share price.

APPOINTMENT OF AUDITORS

The Company is proposing to appoint PricewaterhouseCoopers LLP as auditor until the next annual meeting of shareholders of the Company.

Fees paid to Auditors

Type of Service	Description of Service	Amount(Year endedAug31, 2020)	Amount(Year endedAug31, 2019)
Audit Fees	For the audit of the Company'sannual financial statements	$140,000	$140,000
Audit-related Fees	Audit-related fees were forassurance and related servicesreasonably related to theperformance of the annual auditand are not included under"Audit Fees" above	$15,952	$11,577
Tax Fees	For advice related to taxcompliance and tax planningservices	-	-
All Other Fees	Other assurance services	$14,445	$14,175
Total fees		$170,397	$165,752

Fees paid by the Company for audit and other services provided by PricewaterhouseCoopers LLP for 2020 and 2019 were as follows:

The Audit Committee determined that the provision of the non-audit services described above did not compromise the independence of the auditors for the purposes of performing audit services for the Company.

EQUITY COMPENSATION PLANS

Effective January 1, 2019, the Company implemented the Plan. Under the Plan, the Company reserves Class B Shares equal to 2% of aggregate outstanding Class B Shares and Class C Shares for issuance upon the exercise of share options granted under the Plan. The Plan provides that share options may be issued only to executives, employees and outside directors of the Company or of any of its subsidiaries and that options granted to insiders (as defined by Toronto Stock Exchange rules) shall not exceed 10% of the outstanding Class B Shares within a one year period, or at any time when aggregated with any other stock based compensation arrangement.

The Plan and the terms of options granted, including the exercise price, the expiry time (subject to a maximum 5-year term), the vesting period and other terms and conditions relating to such options, shall be administered by the Compensation Committee. The exercise price may not be lower than the greater of the last closing price of the Class B Shares on the Toronto Stock Exchange or the average closing price of the Class B Shares for the 5 previous trading days as of the date of grant.

As at the date of this Information Circular, no options for Class B Shares have been granted under the Plan and 1,171,411 Class B Shares are reserved for future option grants.

Options granted under the Plan are not assignable. Options must expire and terminate not later than 90 days after an optionee ceases to be an eligible person under the Plan unless the termination is by reason of cause in which event options expire immediately.

The Board may amend the Plan subject to material amendments that require stock exchange and shareholder approval.

The CEO and CFO of the Company had previously received a specified number of shares of a significant shareholder of the Company on the anniversary dates of their employments for a period of five years. The amount of shares issued each year was determined at the time the officers entered into their employment agreements. The shares have fully vested.

The following table sets out equity compensation plan information as at the end of the financial year ended August 31, 2020:

	Number of shares to beissued upon exercise ofoutstanding options	Weighted-averageexercise price ofoutstanding options	Number of shares remainingavailable for future issuance underequity compensation plans(excluding outstanding options)
Equity compensationplans approved byshareholders	Nil	N/A	1,171,411
Equity compensationplans not approved byshareholders	Nil	N/A	Nil
Total	Nil	N/A	1,171,411

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the directors or senior officers of the Company or any subsidiary thereof, or any associate or affiliate of the above, is or has been indebted to the Company at any time since the beginning of the last financial year of the Company.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, none of the directors or senior officers of the Company, or any subsidiary thereof, or any proposed management nominee for election as director, or any associate or affiliate of the above, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in any matter to be acted upon at the meeting, other than the election of directors.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

None of the directors or senior officers of the Company, or any subsidiary thereof, or proposed nominees for election as a director of the Company, or any shareholder owning 10% or more of the outstanding voting shares of any associate or affiliate of the above, has or has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction during the past year, or in any proposed transaction, which has materially affected or will materially affect the Company except as described in note 16 to Madison Pacific Properties Inc.'s 2020 consolidated financial statements, a copy of which is available on SEDAR at www.sedar.com.

PARTICULARS OF MATTERS TO BE ACTED UPON

The management of the Company knows of no matters to come before the Meeting other than as set forth above and in the Notice of Meeting accompanying this Information Circular. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgement of the persons voting the proxy.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company and its subsidiaries have Directors' and Officers' liability insurance including corporate indemnity providing a total of $5,000,000 coverage for both Directors and Officers as a group. The Company indemnifies, subject to applicable law, all Directors and Officers and is liable in respect of Directors and Officers for the $15,000 retention. Premium payments totaling $13,500 were made by the Company for the period June 1, 2020 to May 31, 2021.

SHAREHOLDER PROPOSALS

Shareholder proposals to be considered at the 2022 annual general meeting of shareholders must be received at the head office of the Company no later than October 8, 2021 to be included in the management proxy circular for such annual meeting.

ADDITIONAL INFORMATION

Additional financial information, including audited consolidated financial statements for the year ended August 31, 2020 and Management Discussion and Analysis may be found at www.sedar.com

Additional copies of this Information Circular and the materials listed in the preceding paragraphs of this section can be obtained upon request from the Secretary of Madison Pacific Properties Inc., 389 West 6th Avenue, Vancouver, British Columbia, V5Y 1L1.

THE CONTENTS AND SENDING OF THIS INFORMATION CIRCULAR HAVE BEEN APPROVED BY THE BOARD OF DIRECTORS OF MADISON PACIFIC PROPERTIES INC.

DATED at Vancouver, British Columbia on the 11th day of January, 2021.

MADISON PACIFIC PROPERTIES INC.

"Marvin Haasen"

Marvin Haasen President and Chief Executive Officer

APPENDIX A

STATEMENT OF CORPORATE GOVERNANCE PRACTICES AND CBCA DIVERSITY DISCLOSURE

The Company seeks to attain high standards of corporate governance. The Board of Directors has carefully considered the Corporate Governance Guidelines set forth in National Policy 58-201 (the "Guidelines"). A description of the Company's corporate governance practices is set out below in response to the requirements of National Instrument 58-101 "Disclosure of Corporate Governance Practices" and the diversity disclosure requirements under section 172.1 of the CBCA.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
1. Board of Directors -
(a) Disclose the identity of directors who areindependent.	The Board of Directors is currently comprised of sixpersons.The independent directors arePeter Bonner,Michael W. Delesalle, Sam Grippo,Mark E. Elliottand Jonathan H. B. Rees.
(b) Disclose the identity of directors who arenot independent, and describe the basis for thatdetermination.	The only director who is not independent is MarvinHaasen, who is the President and Chief ExecutiveOfficer of the Company.
(c) Disclose whether or not a majority ofdirectors are independent. If a majority ofdirectors are not independent, describe what theboard of directors (the board) does to facilitateitsexerciseofindependentjudgmentincarrying out its responsibilities.	The majority of the Board members are independentdirectors.
(d) If a director is presently a director of anyother issuer that is a reporting issuer (or theequivalent) in a jurisdiction or a foreignjurisdiction, identify both the director and theother issuer.	Marvin Haasenis a director of Metro VancouverProperties Corp.Sam Grippo is a director of GlacierMedia Inc.
(e) Disclose whether or not the independentdirectorshold regularly scheduled meetings atwhich members of management are not inattendance. If the independent directors holdsuch meetings, disclose the number of meetingsheld during the preceding 12 months. If theindependentdirectorsdonotholdsuchmeetings, describe what the board does tofacilitate open and candid discussion among itsindependent directors.	The independent directors hold regularly scheduledmeetings at which members of management are not inattendance. Independent directors communicate witheach other on an informal basis several times duringthe year.At each of its meetings, the Audit Committee meetswithout members of management in attendance.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
(f) Disclose whether or not the chair of theboard is an independent director. If the boardhas a chair or lead director who is anindependent director, disclose the identity ofthe independent chair or lead director, anddescribe his or her role and responsibilities. Ifthe board has neither a chair that is independentnor a lead director that is independent, describewhat the board does to provide leadership forits independent directors.	The Chairman of the Board, Sam Grippo, is anindependentdirector.Mr.Grippoisgenerallyresponsible for overseeing the Board in carrying outits responsibilities, including overseeing that theseresponsibilitiesarecarriedout independentlyofmanagement.The Chairman of the Board regularly reviews with theCorporateGovernanceCommittee,thesizeandcomposition of the Board and its committees to ensureefficient decision-making. The Chairman of the Boardalso acts as a liaison between the Board andmanagement, which involves working with the ChiefExecutive Officer (the "CEO"). The Chairman alsoworks with the Corporate Governance Committee tooversee the development of corporate governanceprinciples applicable to the Company.
(g) Disclose the attendance record of eachdirector for all board meetings held since thebeginningoftheissuer'smostrecentlycompleted financial year.	DirectorMeetings attendedMarvin Haasen5/5Michael Delesalle5/5Sam Grippo5/5Peter Bonner5/5Mark Elliott5/5Jonathan Rees5/5
2. Board Mandate –
(a) Disclose the text of the board's writtenmandate. If the board does not have a writtenmandate, describe how the board delineates itsrole and responsibilities.	The Board of Directors does not have a writtenmandate.The Board of Directors assumes responsibility for thestewardship of the Company and the enhancement ofshareholder value. This mandate specifically includesidentification and management of risks, strategicplanning, succession planning, director nominationsandgovernance.Responsibilityforday-to-dayoperations is delegatedto management with the Boardretaining responsibility for evaluating management'sperformance. Management is required to seek Boardapproval for major transactions.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
3. Position Descriptions –
(a) Disclose whether or not the board hasdeveloped written position descriptions for thechair and the chair of each board committee. Ifthe board has not developed written positiondescriptions for the chair and/or the chair ofeach board committee, briefly describe how theboard delineates the role and responsibilities ofeach such position.	The Board has not developed a written positiondescription for the Chairman of the Board and thechair of each Board committee.The Chairman of the Board and of each boardcommittee acts as a liaison between the Board andmanagement.
(b) Disclose whether or not the board and CEOhave developed a written position descriptionfor the CEO. If the board and CEO have notdeveloped such a position description, brieflydescribe how the board delineates the role andresponsibilities of the CEO.	The CEO does not have a written position description.The Board expects the CEO and his management teamto be responsible for management of the Company'sstrategic and operational agenda and for the executionof the decisions of the Board. TheBoard expects to beadvised on a regular basis as to the results beingachieved, and to be presented for approval,alternativeplansandstrategies,inkeepingwithevolvingbusiness conditions. In addition to those matterswhich by law must be approved by the Board, theprior approval of the Board, or of a committee of theBoard to which approval authority has been delegatedby the Board, is required for all matters of policy andall actions proposed to be taken by the Companywhich are not in the ordinary course of its operationsor the approval of which has been delegated. Inparticular, the Board approves the appointment of allexecutive officers of the Company and approves allmaterial transactions.
4. Orientation and Continuing Education –
(a) Briefly describe what measures the boardtakes to orient new directors regarding:(i)the role of the board, its committeesand its directors, and(ii)the nature and operation of the issuer'sbusiness.	The Corporate Governance Committee oversees aprogram of orientation for new directors, with theobject of providing new directors with a base forinformed decision-making, for meeting duty and careobligationsandforfosteringarelationshipofconfidence between new board members and seniormanagement.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
(b) Briefly describe what measures, if any, theboard takes to provide continuing education forits directors. If the board does not provide	Senior management makes regular presentations to theBoard on the main areas of the Company's business.
continuing education, describe how the boardensures that its directors maintain the skill andknowledge necessary for them to meet their	From time to time, the Board reviews changes, bothproposed and implemented, in corporate governancerequirements.
obligations as directors.	The Audit Committee is constantly updated onchanges in accounting rules and their application tothe Company.
5. Ethical Business Conduct –
(a) Disclose whether or not the board hasadopted a written code for its directors, officersand employees. If the board has adopted awritten code:	The Company has a written code for ethical businessconduct for its employees, officers and directors.
(i) disclose how an interested party may obtaina copy of the written code;	A copy of the Code of Business Conduct and Ethicsmay be obtained by writing to the Corporate Secretaryat the Company's head office in Vancouver, BritishColumbia.
(ii)describehowtheboardmonitorscompliance with its code, or if the board doesnot monitor compliance, explain whether andhow the board ensures compliance with itscode; and	Each Board member and employee is required toannually confirm that he or she has complied with theCode of Business Conduct and Ethics.
(iii) provide a cross-reference to any materialchange report(s) filed within the preceding 12months that pertains to any conduct of adirector or executive officer that constitutes adeparture from the code.	There have been no material change reports filed inthe preceding 12months.
(b) Describe any steps the board takes to ensuredirectors exercise of independent judgment inconsidering transactions and agreements inrespect of which a director or executive officerhas a material interest.	In accordance with applicable law, when a conflict ofinterest arises, a director is required to disclose hisinterest and abstain from voting on the matter. Inaddition, the Chairman of the Board will ask thedirector to leave the room during any discussionconcerning such matter.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
(c) Describe any other steps the board takes toencourage and promote a culture of ethicalbusiness conduct.	Throughtheabove-notedmethods,theBoardencourages and promotes a culture of ethical businessconduct. This is reinforced by the behaviour of theBoard, as provided in its mandate, which is incompliance with the terms and the spirit of thesemeasures.
6. Nomination of Directors –
(a) Describe the process by which the boardidentifies new candidates for board nomination.	The Corporate Governance Committee and the Boardas a whole examine, from time to time, the size andthe composition of the Board to ensure that it isoptimalfordecisionmakingandmakesrecommendations to the Board. The NominatingCommittee, which is a subset of the CorporateGovernanceCommittee,develops,reviewsandmonitors, in consultation with the Chairman, criteriafor selecting Directors, by assessing the qualifications,personalqualities,businessbackgroundanddiversifiedexperienceoftheBoardandtheCompany's circumstances and needs.
(b) Disclose whether or not the board has anominating committee composed entirely ofindependent directors. If the board does nothaveanominatingcommitteecomposedentirely of independent directors, describe whatsteps the board takes to encourage an objectivenomination process.	The Nominating Committee is a subset of theCorporate Governance Committee and is comprisedentirely of independent Directors.
(c) If the board has a nominating committee,describetheresponsibilities,powersandoperation of the nominating committee.	The Corporate Governance Committee ensures that aneffectiveandefficientapproachtocorporategovernanceisdevelopedandimplemented.Theobjective is to ensure the business and affairs of theCompany are carried out in a manner that willenhance shareholder value. This Committee assessesthe effectiveness of corporate governance and makesrecommendations accordingly. This includes Directorevaluation processes, policies that govern size andcomposition of the board, recommending nominees tothe Board and the composition of Board committeesin consultation with the Chairman.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
7. Compensation –
(a) Describe the process by which the boarddeterminesthecompensationforyourcompany's directors and officers.	Eachexecutiveispaidcompensationthatiscompetitive within the marketplace and the salary isreviewed and approved on an annual basis by theCompensation Committee and theBoard. Bonuses, ifapplicablearedeterminedbytheCompensationCommittee and the Board. The amount of the bonus isbasedonthemanagementperformanceoftheexecutive.
	See the heading "Compensation of Directors"in theCircular for information on the compensation paid tooutside directors.
(b) Disclose whether or not the board has acompensation committee composed entirely ofindependent directors. If the board does nothave a compensation committee composedentirely of independent directors, describe whatsteps the board takes to ensure an objectiveprocess for determining such compensation.	The Compensation Committee iscomprised entirelyof independent Directors.
(c) If the board has a compensation committee,describetheresponsibilities,powersandoperation of the compensation committee.	For particulars of the responsibilities, powers andoperations of the Compensation Committee, see"Executive Compensation".
8. Other board Committees–
(a) If the board has standing committees otherthan the audit, compensation and nominatingcommittees,identifythecommitteesanddescribe their function.	The Board has no standing committees other than theAudit,CorporateGovernance,Nominating,andCompensationcommittees.
9. Assessments –
(a) Disclose whether or not the board, itscommittees and individual directors areregularly assessed with respect to theireffectiveness and contribution. If assessmentsare regularly conducted, describe the processused for the assessments. If assessments are notregularly conducted, describe howthe boardsatisfies itself that it, its committees, andindividual directors are performing effectively.	The Corporate Governance Committee is responsiblefor assessing directors on an ongoing basis and forassessing the effectiveness of the Board as a wholeand the contribution of individual directors.TheBoard is implementing a director, as well as a Boardand Committee, evaluation process.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
10. Director Term Limits and OtherMechanismsof Board Renewal –
(a)Disclose whether or not the issuer hasadopted term limits for the directors on itsboard or other mechanismsof board renewaland, if so, include a description of thosedirector term limits or other mechanisms ofboard renewal. If the issuer has not adopteddirector term limitsor other mechanisms ofboard renewal, disclose why it has not.	The Company has not adopted term limits for thedirectors of the Boardor other mechanisms of boardrenewal because term limits and other mechanismsreduce continuity andexperience on the Board, andforcevaluable,experiencedandknowledgeabledirectors to leave.The Company regularlyassessesboard members' effectivenessand annual elections areconsidered sufficient.
11. Policies Regardingthe Representation ofDiversity Groupson the Board –
(a) Disclose whether the issuer has adopted awritten policy relating to the identification andnomination of women, Indigenous peoples,persons with disabilities, and members ofvisible minorities ("Diversity Groups") asdirectors. If theissuer has not adopted such apolicy, disclose why it has not done so.	The Companyhas not adopted a written policyspecificallyrelatingtotheidentificationandnomination of directors from Diversity Groups asnordoes the Board or the Nominating Committee considerthe level of representation of Diversity Groups on theBoard when nominating candidates for election to theBoard.
	The Board and the Nominating Committee evaluatepotential nominees to the Board by reviewing thequalifications of the nominee, irrespective of whetherthe nominee falls under the four designated DiversityGroups, and determines their appropriateness bytaking into consideration the then current Boardcomposition and the anticipated skills required toround out the capabilities of the Board.
(b) If any issuer has adopted a policy referredto in 11.(a), disclose the following in respect ofthe policy:	N/A
(i) a short summary of its objectives and keyprovisions,
(ii) the measures taken to ensure that the policyhas been effectively implemented,
(iii) annual and cumulative progress by theissuer in achieving the objectives of the policy,and
(iv) whether and, if so, how the board or its

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
nominating committee measures theeffectiveness of the policy.
12. Consideration of the Representation ofDiversity Groupsin the DirectorIdentification and Selection Process –
Disclose whether and, if so, how the board ornominating committee considers the level ofrepresentation of Diversity Groupson theboard in identifying and nominating candidatesfor election or re-election to the board. If theissuer does not consider the level ofrepresentation of Diversity Groupson theboard in identifying and nominating candidatesfor election or re-election to the board, disclosethe issuer's reasons for not doing so.	The Board and the Nominating Committee evaluatepotential nominees to the Board by reviewing thequalifications of the nominee, irrespective of whetherthe nominee falls under the four designatedDiversityGroups, and determines their appropriateness bytaking into consideration the then current Boardcomposition and the anticipated skills required toround out the capabilities of the Board.However, the Companyvalues diversity, including,withoutlimitation,diversityofexperience,perspective, education, race, gender and nationalorigin as part of its overall business strategy.
13. Consideration Given to theRepresentation of Diversity GroupsinExecutive Officer Appointments–
Disclose whether and, if so, how the issuerconsiders the level of representation ofDiversity Groupsin executive officer positionswhen making executive officer appointments.If the issuer does not consider the level ofrepresentation of Diversity Groupsin executiveofficer positions when making executiveofficer appointments, disclose the issuer'sreasons for not doing so.	In nominating candidates to positions as members ofthe executive management team, the Companydoesnot take into account the representation of DiversityGroupsin the executive management team. TheCompany'sobjective is to identifythe person whobest possesses the skills required for each seniormanager position, regardless ofwhether the nomineefalls under the four designated Diversity Groups.However, the Companyvalues diversity, including,withoutlimitation,diversityofexperience,perspective, education, race, gender and nationalorigin as part of its overall business strategy.

Form 58-101F1 –Corporate Governance Disclosureor CBCA Diversity Disclosure	The Company's Practices
14. Issuer's Targets Regarding theRepresentation of Diversity Groupson theBoard and in Executive Officer Positions–
(a) For purposes of this item, a "target" meansa number or percentage, or a range of numbersor percentages, adopted by the issuer ofDiversity Groupson the issuer's board or inexecutive officer positions by a specific date.
(b) Disclose whether the issuer has adopted atargetregarding Diversity Groupson theissuer's board. If the issuer has not adopted atarget, disclose why it has not done so.	The Companyhas not adopted a target regardingDiversity Groups on its Board and in its executivemanagement. The Companyconsiders candidatesbasedon theirqualifications,personalqualities,business background and experience, and does notfeel that targets necessarily result in the identificationor selection of the best candidates.
(c) Disclose whether the issuer has adopted atarget regarding Diversity Groupsin executiveofficer positions of the issuer. If the issuer hasnot adopted a target, disclose why it has notdone so.	See above answer.
(d) If the issuer has adopted a targetreferred toin either (b) or (c), disclose: (i) the target, and(ii) the annual and cumulative progress of theissuer in achieving the target.	N/A
15. Number of Directors on the Board and inExecutive Officer Positions from Each of theDesignated Diversity Groups–
(a) Disclose the number and percentage ofdirectors from each of the designated DiversityGroups on the issuer's board.	Nowomen,Indigenouspeoples,personswithdisabilities,andmembersofvisibleminoritiescurrently serve on the Company's Board.
(b) Disclose the number and percentage ofexecutive officers of the issuer, including allmajor subsidiaries of the issuerfrom each ofthe designated Diversity Groups.	As of the date of the Circular, no women, Indigenouspeoples, persons with disabilities, and members ofvisible minoritiesheld any executive officer positionswithin the Corporation. However, the Companyhasseveral women in various positions in senior rolesthroughout the organization.

APPENDIX B

SHARE RIGHTS

The Class B Shares entitle a holder thereof to one vote for each share held at all meetings of shareholders, other than meetings at which only holders of a specified class or series are entitled to vote.

The Class C Shares entitle a holder thereof to receive notice of, attend and be heard at all meetings of shareholders, other than meetings at which only holders of a specified class or series are entitled to vote, but are not entitled to vote at such meetings. If an offer is made to purchase Class B Shares that is not made concurrently with an offer to purchase Class C Shares or if the price and terms offered for the Class C Shares is different than that offered for the Class B Shares, the Class C Shares will be entitled to be converted into Class B Shares on a one for one basis, during specified periods during the period of offer for the purpose of depositing those shares to that offer. Any election to convert will be deemed to also constitute an irrevocable agreement by the holder exercising such rights of conversion not to vote any converted shares. Any election to convert will not be effective and will be deemed to have been withdrawn and be an election to convert back to Class C Shares in certain circumstances as set forth in the special rights and restrictions attached to the Class C Shares, including if more than 50% of the holders of the Class B Shares advise the transfer agent that they will not be depositing shares pursuant to the offer or if the offer is withdrawn or abandoned or if it is not completed within applicable times.

Holders of Class C Shares are cautioned that the conversion rights described herein are limited to very specific circumstances and in no event will entitle the holder of Class C Shares to vote on any item of business, including the election of directors of the Company.

The Class B Shares and the Class C Shares rank equally with one another as to payment of dividends and the participation in the distribution of assets in the event of liquidation, dissolution and winding-up, subject to the rights and privileges, restrictions and conditions attaching to the Class A Preferred Shares.

The Class A Preferred Shares are issuable from time to time in one or more series. The board of directors of Madison Pacific is empowered to fix the number, consideration per share and the designation and the provisions attaching to the shares of each series, including the right to vote. The Class A Preferred Shares of each series will rank prior to the Class B Shares and the Class C Shares and on a parity with the Class A Preferred Shares of every other series with respect to dividends and return of the amount paid up thereon.

The Old Common Shares represent the former common shares of Princeton Mining Corporation exchanged under a Plan of Arrangement. No Old Common Shares are issued.