THE GOOD SHROOM CO

NOTICE OF THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

And

MANAGEMENT INFORMATION CIRCULAR

THE GOOD SHROOM CO INC.

This Management Information Circular is provided to the shareholders of The Good Shroom Co Inc., in connection with the solicitation by management of proxies to be voted at the Annual and Special General Meeting of shareholders to be held on January 29, 2025, at 10:00 am (EST), by advance reservation at the Corporation’s office located at 324 Rue Marie-Curie, Vaudreuil-Dorion, QC J7V 5V5 by sending a reservation request to [email protected]. The Corporation is also offering Shareholders the online option to listen and participate (but not vote) at the Meeting in real time by conference call.

THE GOOD
SHROOM CO

NOTICE OF THE ANNUAL AND SPECIAL GENERAL MEETING
OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an annual and special general meeting (the “Meeting”) of the shareholder (each, a Shareholder) of The Good Shroom Co Inc. (the « Corporation ») will be held on January 29, 2025, at 10:00 a.m. (Easter time). The Meeting will take place by advance reservation at the Corporation’s office located at 324 Rue Marie-Curie, Vaudreuil-Dorion, QC J7V 5V5. To attend in person, please send a reservation request to [email protected]. The Corporation is offering Shareholders the online option to listen and participate (but not vote) at the Meeting in real time by conference call at the following coordinates:

Meeting Link: https://mcmillan.webex.com/mcmillan/j.php?MTID=m6345bca86d53c281fed8e2f5e0306b89
Canada Toll: 1-416-915-6530
Canada Toll Free: 1-855-244-8677
Attendee access code: 2774 023 3260

To ensure a smooth process, the Corporation is asking the participants to log into by 9:55 a.m. (Eastern time) on January 29, 2025.

The Meeting is to be held for the following purposes:

To receive the audited consolidated financial statements of the Corporation for the year ended July 31, 2024, and the report of the auditors thereon.
To elect the directors of the Corporation for the ensuing year.
To appoint Raymond Chabot Grant Thornton LLP (RCGT), as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration.
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution of the shareholders approving, confirming and ratifying the Corporations new “fixed up to 20%” stock option plan, the full text of which is set forth in the Information Circular (the “New Fixed Stock Option Plan”);
to consider and, if deemed advisable, to pass, with or without variation, a special resolution to amend the Articles of Corporation to change the name of the Corporation to “Mercanto Holdings Inc.” or such other similar name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Canada Business Corporations Act; and
To transact such other business as may properly come before the Meeting or any adjournment thereof.

The Management Information Circular attached hereto contains additional information regarding the matters to be considered at the Meeting and is hereby deemed to be an integral part of this notice. Only the shareholders of record at the close of business on December 20, 2024, will receive a notice of the Meeting and will be entitled to vote, in person or by proxy, at the meeting.

A Shareholder may participate in the Meeting or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be submitted by (i) mail with TSX Trust Company, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, (ii) by facsimile at (416) 595-9593, or (iii) online by entering the 12 digit control number at www.voteproxyonline.com, not later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. The instrument appointing a proxy must be in writing and must be executed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

Management strongly encourages all shareholders to participate virtually and to vote their shares in advance following the provided instructions. To join the Meeting on January 29, 2025, at 10:00 a.m. (Eastern Time), you may: Attend virtually via the online option or attend in person at the Corporation’s office located at 324 Rue Marie-Curie, Vaudreuil-Dorion, QC J7V 5V5. For in-person attendance, please send a reservation request to [email protected] prior to the Meeting.

YOU WILL NOT BE ABLE TO VOTE YOUR SHARES AT THE MEETING AND WILL NOT TO BE DEEMED PRESENT AT THE MEETING SOLELY BY VIRTUAL ATTENDANCE. SHAREHOLDERS THAT WISH TO PARTICIPATE (FOR INFORMATION PURPOSES ONLY AND NOT TO BE DEEMED PRESENT AT THE MEETING) VIRTUALLY MUST VOTE THEIR SHARES BY COMPLETING AND RETURNING THE ENCLOSED FORM OF PROXY AS DESCRIBED ABOVE.

SIGNED in Montreal, on December 31, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Eric Ronsse

THE GOOD SHROOM CO INC.
MANAGEMENT INFORMATION CIRCULAR

This management information circular dated December 31, 2024 (“Information Circular”) is furnished to the holders of common shares (the “Shares”) (the “Shareholder(s)”) of THE GOOD SHROOM CO INC. (the “Corporation”) in connection with the solicitation of proxies by and on behalf of management of the Corporation for use at the Annual and Special General Shareholder’s meeting (the “Meeting”) to be held on the date and at the place and time indicted in the notice of Meeting (the “Notice of Meeting”) and any adjournment thereof.

The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, executive officers and employees of the Corporation. The Corporation does not reimburse shareholders, nominees or agents for the cost incurred in obtaining authorization to execute forms of proxy, or brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Corporation.

APPOINTMENT OF PROXIES

Persons mentioned in the Information Circular and form of proxy are directors or officers of the Corporation. A Shareholder has the right to appoint a proxy to represent him at the Meeting other than the persons designated in the enclosed form of proxy and may do so by indicating the name of such nominee in the box provided on the form of proxy. A proxy holder does not need to be a Shareholder of the Corporation.

Shareholders who cannot attend the Meeting are urged to complete the attached form of proxy and return it to TSX Trust Company, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, (ii) by facsimile at (416) 595-9593, or (iii) online by entering the 12 digit control number at www.voteproxyonline.com, not later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment thereof. If the Shareholder is a Corporation, the signature of an officer on said form of proxy must be duly authorized in writing.

REVOCATION OF PROXIES

A Shareholder who gives a proxy may at any time revoke the proxy, by written instrument signed by the Shareholder or his agent duly authorized in writing or, if the shareholder is a Corporation, by an officer duly authorized in writing and deposited at the head office of the Corporation or with TSX Trust Company, Attention: Proxy Department, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, no later than 48 hours prior to the Meeting, or deposited with the chairman or the secretary of the Meeting, immediately prior to the beginning of the Meeting or any adjournment thereof.

VOTING SHARES REPRESENTED BY PROXIES – USE OF THE PROXIES

The voting rights conferred by the Shares and for which proxy is given by the duly- signed form in favour of the persons designated therein shall be exercised in the manner indicated whenever a ballot is taken at the Meeting. When a ballot is taken with respect to any item of the Notice of Meeting, the voting right conferred by the Shares shall be exercised for the same purposes and in the manner indicated in the appropriate paragraphs of this circular unless an abstention from voting is stipulated in the proxy.

DISCRETIONARY AUTHORITY OF PROXYHOLDERS

The directors soliciting the proxy undertake to carry out the instructions given by a shareholder in the proxy form. If no instruction is given, the votes will be cast IN FAVOUR of the adoption of the resolutions set forth in the Notice of Meeting. The form of proxy also confers discretionary power with respect to amendments to the matters identified in the Notice of Meeting any other matters that may properly come before the Meeting. To date, directors of the Corporation have no knowledge of any amendment to the matters discussed in the Notice of Meeting or any other matter that may be properly brought before the Meeting.

WHO CAN VOTE FOR THIS MEETING.

This Information Circular is being mailed by the management of the Corporation to Shareholders of record on December 20, 2024, which is the date that has been fixed by the directors of the Corporation as the record date (the "Record Date") to determine the Shareholders who are entitled to receive the Notice of Meeting. Only holders of Shares as of the Record Date are entitled to receive Notice of the Meeting and vote their Shares at the Meeting, unless the shareholder transfers his Shares after the Record Date, in which case the transferee of those Shares will be entitled to vote such Shares at the Meeting if the transferee establishes that they owns the Shares and demands, no later than ten days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting.

ADVICE TO BENEFICIAL SHAREHOLDERS

You are a REGISTERED SHAREHOLDER if you have a share certificate in your name or your shares are recorded electronically in the Direct Registration System maintained by our transfer agent

Only registered Shareholders or duly appointed proxy holders are permitted to attend and vote at the Meeting. Shareholders who do not hold their Shares in their own name are referred to as "Beneficial Shareholders". Only proxies from Shareholders of record can be recognized and voted at the Meeting. Beneficial Shareholders who complete and return an instrument of proxy must indicate thereon the person (usually a brokerage house) who holds their Shares as a registered Shareholder. Every intermediary (broker) has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The instrument of proxy supplied to Beneficial Shareholders is identical to that provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder.

You are a NON-REGISTERED SHAREHOLDER if you hold your shares through an intermediary: a bank, trust Corporation, securities broker, financial institution or clearing agency

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in such Shareholder's name in the records of the Corporation. Such Shares will more likely be registered under the name of the Shareholder's broker or an agent of such broker. In Canada, the majority of such shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting Shares for their clients. The directors and officers of the Corporation do not know for whose benefit the Shares registered in the name of CDS & Co. are held.

The Meeting materials are being sent or made available to both registered and non-registered owners of Shares. If you are a non-registered Shareholder and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings have been obtained in accordance with applicable securities regulation from the intermediary holding on your behalf.

Brokers and other intermediaries are required to request voting instructions from Beneficial Shareholders prior to shareholder meetings. Brokers and other intermediaries have their own procedures for sending materials and their own guidelines for the return of documents, these instructions are to be followed to the letter by the Beneficial Shareholder if the voting rights attached to their shares are to be cast at the Meeting. In Canada, most brokers now delegate the responsibility of obtaining their clients' instructions to ADP Investor Communications (ADP). Beneficial Shareholders who receive a voting instruction form from ADP may not use said form to vote directly at the Meeting. If you have questions on how to exercise voting rights attached to shares held through a broker or other intermediary, please contact the broker or intermediary directly. Non-Registered Shareholders who have objected to their broker/nominee disclosing ownership information about themselves to the Corporation are referred to as objecting beneficial owners ("OBOs"). In accordance with securities regulatory policy, we will have distributed copies of the required Meeting materials to the brokers/nominees for onward distribution to OBOs. THE CORPORATION DOES NOT INTEND TO PAY FOR A BROKER/NOMINEE TO DELIVER MEETING MATERIALS TO OBOs. THEREFORE, AN OBO WILL NOT RECEIVE THE MATERIALS UNLESS THE OBO'S BROKER/NOMINEE ASSUMES THE COSTS OF DELIVERY. Brokers/nominees are required to forward the Meeting materials to each OBO unless the OBO has waived the right to receive them. Every broker/nominee has its own mailing procedures and provides its own return instructions, which should be carefully followed by OBOs in order to ensure that their securities are voted at the Meeting. Often the form of proxy supplied to a beneficial shareholder by its broker is identical to the form of proxy provided by the Corporation to the registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the beneficial shareholder.

A Beneficial Shareholder will not be recognized at the Meeting for the purposes of directly exercising voting rights attached to Shares registered in the name of his nominee. If the Beneficial Shareholder wishes to attend and vote at the Meeting, they must be designated as proxy of the registered Shareholder and should insert their name on the voting instruction form provided, and as such, exercise the voting rights attached to such Shares.

Unless otherwise indicated in this Information Circular and in the attached form of proxy and Notice, the term Shareholders shall mean registered shareholders.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

As of this date, the management of the Corporation is not aware of any person who may have an interest, whether such interest is by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the meeting, except as disclosed herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

A total of 50,774,683 Shares of the Corporation were issued and outstanding as at the Record Date and are entitled to be voted at the Meeting. The Shares are the only voting securities of the Corporation. As of such date, to the knowledge of the management of the Corporation, the following persons held or exercised control, directly or indirectly, over more than 10% of the Corporation's issued and outstanding Shares:

Person	Quantity of Shares	% (Shares outstanding)
Eric Ronsse	18,682,052	36.79%

As of the date hereof, collectively, the officers and directors of the Corporation beneficially own, directly, or indirectly, 21,864,169 Shares of the Corporation, representing 43.06% of the Shares issued and outstanding.

BUSINESS TO BE TRANSACTED AT THE MEETING

1. FINANCIAL STATEMENTS

The management discussion and analysis and the audited financial statements for the year ended July 31, 2024, together with the auditors' report thereon, will be presented before the Meeting. The audited financial statements and the Corporation's management discussion and analysis that were mailed to the shareholders with the Notice and this Information Circular, and can be viewed on SEDAR+ (www.sedarplus.com).

2. ELECTION OF DIRECTORS

The Board presently consists of four (4) directors. At the Meeting, it is proposed to maintain the number of directors elected at four (4), to hold office until the next annual general meeting or until their successors are duly elected or appointed.

Unless the shareholder directs that their Shares be otherwise voted or withheld from voting in connection with the election of directors, the persons named in the enclosed Proxy will vote FOR the election of the four (4) nominees whose names are set forth below.

Management does not contemplate that any of the following 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 shall have the right to vote for another nominee in their discretion.

Set forth below are the names and brief summary of the candidates, three of whom are independent, who currently serve as directors are proposed as nominees for election as directors of the Corporation, as well as other information, as furnished by the nominees.

Election of directors - Summary table

The table below sets forth for each nominee, their name, place of residence, year they became a director, their principal occupation and information concerning the number of Shares beneficially owned, controlled or directed.

Name, Province and Country of residence and Holdings	Principal Occupation During Five Preceding Years	Position /Directorship and Committees
Eric Ronsse(Kirkland, Quebec, Canada)Shares owned:18,682,052 (1)(3)(36.79%)	Mr. Eric Ronsse, the founder of The good Shroom Co and has been CEO since its incorporation. Mr. Ronsse's expertise is in consumer goods and distribution namely in cannabis and food. He has over a decade of executive leadership and management experience in food and cannabis distribution. During his tenure outside of The good Shroom Co, he grew Cargologan Inc., a private logistics company, from a operational footprint of 28,000 square feet to 255,000 square feet and he co-founded Hasaji, a food snack company with products distributed in over 400 outlets in Asia.	Chief Executive Officer & Director & Chair since April 15, 2021
Franck AtonParis, FranceResulting IssuerShares: 429,117(0.85%)	Mr. Franck Aton, an attorney who graduated in Labor and Environment law at Pantheon Sorbonne, Paris, has extensive executive management and HR experience. Mr. Aton has participated in numerous business reviews across the world including strategy, marketing and sales, regulatory affairs, market research, business development and financial analysis and reporting. He was Vice President, Human Resources at Merck and Co. for over 15 years and is the founder of FrancklandAlessandra, a company with a focus on art and deco retail and artist promotion. Mr. Aton has over 25 years experience in executive leadership and operations, acquired in large global organizations such as General Electric, Merck & Co, in various geographical areas, namely the United States, Europe, Middle East, Africa and Canada which has allowed him to build a worldwide network of pharma and other industry executives.	Director since April 15, 2021Member Audit Committee
Steve Saviuk(Beaconsfield, Québec, Canada)Resulting IssuerShares:100,000(2)(0.21%)	Mr. Saviuk graduated from Concordia University (B.Comm) and started his career in accounting at KPMG. He quickly moved to venture capital investing through Manitex Capital Inc., a company he co-founded over 30 years ago, and which still actively invests in emerging companies with a focus on the life science, renewable energy and sustainable resource sectors. He also co-founded Valeo Pharma in 2003 and has since served as its CEO. Mr. Saviuk transformed Valeo Pharma from its early years as an in-licensor of established brands to a fast-growing full service Canadian pharmaceutical company.	Director since April 15, 2021Member Audit Committee

Name, Province and Country of residence and Holdings	Principal Occupation During Five Preceding Years	Position /Directorship and Committees
Michel Dahan
(Cote Saint Luc Québec Canada)
Resulting Issuer Shares: nil	Mr. Dahan is a member of the CPA order since 2014 and currently occupies the position of partner at Dahan & Associates CPA LLP. He leverages is expertise and experience to assist clients in navigating the different compliance requirements, as well as providing financial and tax advisory services. His academic credentials include a BCOM with a major in accounting from the McGill Desautels Faculty of Management and a Specialized Graduate Diploma from UQAM's School of Management.	Director as of January 31 2024
Member Audit Committee

(1) Of the 18,682,052 Shares, 6,355,736 are held by 9438-9160 Quebec Inc., a company controlled by Eric Ronsse.
(2) The Shares are held by Manitex Capital Inc., a company controlled by Steve Saviuk.
(3) The Shares are subject to escrow requirements pursuant to the Corporation’s qualifying transactions, as detailed in the Filing Statement available at www.sedar.ca.

As more fully described in Schedule B attached, some directors are also directors for other Companies involved in various industries. The Directors are required by law to act honestly and in good faith with a view to the best interest of the Corporation and to disclose any interests which they may have in any project or opportunity of the Corporation. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose their interest and abstain from voting on such matter. In determining whether or not the Corporation will participate in any project or opportunity, the Directors will primarily consider the degree of risk to which the Corporation may be exposed and its financial position at that time. Except as disclosed in this Information Circular, to the best of the Corporation’s knowledge, there are no known existing or potential conflicts of interest among the Corporation and its promoters, directors, officers or other members of management as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies, and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of such other companies.

Corporate Cease Trade Orders or Bankruptcy

To the knowledge of the Corporation and, except as disclosed below, no proposed director or executive officer of the Resulting Issuer is, as of the date of this Filing Statement, or was within ten years before the date of this Information Circular, a director, chief executive officer, or chief financial officer of any company that: (i) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer, or chief financial officer of such company.

Penalties or Sanctions

At the date of this Information Circular, no proposed nominee for election as a director of the Corporation is, or has been, subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities

regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

Personal Bankruptcy

At the date of this Information Circular, no proposed nominee for election as a director of the Corporation has, within the ten 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 the proposed director.

Executive compensation

Please refer to Schedule A attached for the Statement of Executive Compensation.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise	Weighted-average exercise price of outstanding options,	Number of securities remaining available for future issuance
Equity compensation plans approved by security holders	3,170,000	$0.20	1,907,468
Stock options plan
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total :	3,170,000	$0.20	1,907,468

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer, or former director or officer of the Corporation nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Corporation nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Corporation

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or officer, proposed nominee for election as a director or any Shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding financial year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

3. APPOINTMENT OF AUDITOR

The auditors of the Corporation are Raymond Chabot Grant Thornton, LLP and Shareholders are asked to approve the following ordinary resolution:

« Be it resolved that Raymond Chabot Grant Thornton LLP., be appointed as external auditor for the Corporation for the ensuing year or until their successor is appointed and management be authorized to fix their remuneration. »

The Corporation’s management recommends that Shareholders vote in favour of the proposed auditors. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Raymond Chabot Grant Thornton as auditors of the Corporation for the ensuing year.

4. APPROVAL OF NEW STOCK OPTION PLAN

The Board has approved the adoption of a new “fixed up to 20%” stock option plan (the “New Fixed Option Plan”), to replace the Corporation’s existing “rolling up to 10%” stock option plan (the "Current Plan"). The New Fixed Option Plan remains subject to the approval of the Shareholders of the Corporation and the approval of the TSX Venture Exchange (the "Exchange").

The New Fixed Option Plan complies with Exchange Policy 4.4—Security Based Compensation (“Policy 4.4”) which was amended on November 24, 2021. The information below should be read in conjunction with the New Fixed Option Plan. Any definitions or capitalized terms used or referenced below have the same meaning attributed to them in the New Fixed Option Plan which is attached to this Information Circular as Schedule "D" and will be accessible on the Corporation’s SEDAR profile at www.sedar.com.

The purpose of the New Fixed Option Plan is to give to directors, officers, employees, management company employees, consultants and Eligible Charitable Organizations (as such term is defined in Policy 4.4) of the Corporation and its subsidiaries (collectively "Eligible Persons"), as additional compensation, the opportunity to participate in the success of the Corporation by granting to such Eligible Persons stock options (“Options”), exercisable over a period of up to ten (10) years as determined by the Board, to buy Shares of the Corporation at a price not less than the Market Price (as defined herein) prevailing on the date the Option is granted less applicable discount, if any, permitted by the policies of the Exchange and approved by the Board. The general terms and conditions of the New Fixed Option Plan are reflected in the disclosure below.

Summary of the New Fixed Option Plan

Under the New Fixed Option Plan, Options will be exercisable for a period set by the Board at the time of the grant of such options, but subject to the terms of the New Fixed Option Plan, and shall not be exercisable for a period over 10 years after the date of grant. The options are required to have an exercise price no less than the closing market price of the Corporation’s Shares on the day on which the Corporation announces the grant of options (the "Market Price"), less the applicable discount, if any, permitted by the policies of the Exchange and approved by the Board or, if the Shares are not listed on any stock exchange, less 25%.

The maximum aggregate number of Shares that are issuable pursuant to stock options granted or issued under the New Fixed Option Plan shall be 10,154,937 Shares, or such additional amount as may be approved from time to time by the Shareholders of the Corporation and the Exchanges, as applicable. The maximum aggregate number of Shares that are issuable pursuant to security based compensation granted or issued under the New Fixed Option Plan and all of the Corporation's other previously established or proposed security based compensation plans (to which the following limits apply under Exchange policies):

a) to Insiders (as a group) shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis at any point in time, unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to applicable Exchange policies;

b) to Insiders (as a group) in any 12-month period shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to applicable Exchange policies;

c) to any one person (including, where permitted under applicable policies of the Exchanges, any companies that are wholly owned by such person) in any 12-month period shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis on the grant date, unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to applicable Exchange policies;

d) to any one consultant in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the grant date;

e) to Investor Relations Service Providers (as a group, as such term is defined in Policy 4.4) in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the grant date, and Investor Relations Service Providers shall not be eligible to receive any security based compensation other than stock options if the Shares are listed on the Exchange at the time of any issuance or grant; and

f) to Eligible Charitable Organizations (as a group) shall not exceed 1% of the total number of issued and outstanding Shares on a non-diluted basis on the grant date.

Pursuant to the policies of the Exchange, the New Fixed Option Plan is required to be approved by an ordinary resolution of the Shareholders entitled to vote in person or by proxy at the Meeting.

The Shareholders are being asked to consider and, if thought advisable, approve an ordinary resolution in the following form:

“RESOLVED as an ordinary resolution THAT:

the new “fixed up to 20%” stock option plan (the “New Fixed Option Plan”), in the form attached as Schedule “D” to the Information Circular dated December 31, 2024, is hereby approved, ratified and confirmed;
an aggregate of 10,154,937 common shares of the Corporation (“Shares”) are reserved, set aside and allotted for issuance under the New Fixed Option Plan, representing 20% of the total number of issued and outstanding Shares as of the date of implementation of the New Fixed Option Plan, subject to adjustment as provided in the New Fixed Option Plan;
such amendments to the Plan are authorized to be made from time to time as the Board may, in its discretion, consider to be appropriate, provided that such amendments will be subject to the approval of all applicable regulatory authorities and in certain cases, in accordance with the terms of the Plan, the shareholders; and
any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents, agreements and instruments, and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such documents, agreements or instruments or the doing of any such act or thing.”

The form of the resolution approving the New Fixed Option Plan is subject to such amendments as management may propose at the Meeting, but which do not materially affect the substance of the resolution. The Board recommends that the Shareholders vote in favour of the ordinary resolution approving the New Fixed Option Plan. If Shareholders do not approve the New Fixed Option Plan, the Current Plan will continue to be in effect. Unless you give other instructions, the persons named in the enclosed form of proxy intend to vote FOR the approval of the New Fixed Option Plan.

5. AMENDMENT TO ARTICLES OF THE CORPORATION TO EFFECT NAME CHANGE

Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve a special resolution (the "Name Change Special Resolution"), authorizing an amendment to the Articles of the Corporation so as to change the corporate name of the Corporation to "Mercanto Holdings Inc." or such other name as may be selected by the directors of the Corporation in at their discretion (the "Name Change"). The Name Change Special Resolution is annexed hereto as "Schedule E". In order to be adopted, the Name Change Special Resolution must be approved by at least two-thirds of the votes cast by the holders of the common shares, either present in person or represented by proxy at the Meeting.

The Corporation's management recommends that Shareholders vote in favour of the proposed Name Change. Unless instructed otherwise, the management designees of the Corporation in the accompanying form of proxy or voting instruction form intend to vote FOR the Name Change Special Resolution.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, since the commencement of the last completed financial year, no "informed person" had any material interest, direct or indirect, in any transaction or any proposed transaction, which has materially affected or would materially affect the Corporation or any of its subsidiaries. "Informed Person" means: (a) a director or executive officer of the Corporation; (b) a director or officer of a person or Corporation that is itself an informed person or subsidiary of the Corporation; (c) any person or Corporation who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or Corporation as underwriter in the course of a distribution; or (d) the Corporation if it has purchased, redeemed or otherwise acquired any of its securities, so long as it holds any of its securities.

INFORMATION - AUDIT COMMITTEE

The Corporation is including the disclosure required by Form 52-110F2 of National Instrument 52-110 Audit Committees ("NI 52-110") in Schedule C.

DIVERSITY DISCLOSURE

The Canada Business Corporations Act requires that a corporation disclose the number of: (i) women; (ii) aboriginal peoples; (iii) people with disabilities; and (iv) members of visible minorities (collectively, the "Designated Groups") that serve on the Board and form part of senior management. In addition, information must be provided on related governance matters.

During the financial year, the Corporation completed its qualifying transaction, on April 26, 2021, and a new board and management was put in place. Since then, no management appointments have been made. The Corporation recognizes the benefits of having a diverse Board and management but due to the relatively small size of the board and stage of development of the Corporation, as of the date of the Information Circular, there are no Board term

limits or board renewal mechanisms in place and the Corporation did not have a formal policy for the representation and nomination of women, Aboriginal persons, members of visible minorities and persons with disabilities for election to the board of directors or senior management positions. It is expected that, within the next few years, the Corporation will implement formal policies to value diversity of abilities, experience, skill sets, gender, background, race and ethnical origin and may establish appropriate targets.

As of the date of this Information Circular, the Corporation has a total of five directors and four members of senior management. The number and proportion of directors and members of senior management who self-identify as being a member of the four Designated Groups has been furnished by the respective directors and members of senior management on a voluntary basis and such responses have not been independently verified by the Corporation.

As at the date of this Information Circular, there was one women part of senior management, representing 25% of senior management. There are no women, Aboriginal persons, members of visible minorities and persons with disabilities on the board of directors at this time.

OTHER MATTERS

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

ADDITIONAL INFORMATION

Additional information relating to the Corporation including the Annual Financial Statements and the Management Discussion and Analysis and any document referred to in the Information Circular are available at www.sedarplus.com and will be sent, free of charge, to any security holder of the Corporation upon request.

BOARD APPROVAL

The contents of this Information Circular have been approved, and this mailing has been authorized by the Corporation’s Board of Directors.

Eric Ronsse, Chief Executive Officer & Director
Date: December 31, 2024

SCHEDULE A

STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUER

Director and Named Executive Officer (“NEO”) compensation, excluding compensation securities are listed in the table below.

“NEO” means the following individuals:

a) Each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as Chief Executive Officer (“CEO”), including an individual performing functions similar to a CEO;

b) each individual who, in respect of the Corporation, during any part of the most recently completed financial year, served as Chief Financial Officer (“CFO”), including an individual performing functions similar to as CFO;

c) in respect of the Corporation and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, for that financial year;

d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Corporation, and was not acting in a similar capacity, at the end of that financial year.

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees (5)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Eric Ronsse	2024	225,000	-	-	-	-	225,000
Chief Executive Officer and Director	2023	185,000	-	-	-	-	185,000
	2022	-	-	-	-	-	-
Scott Jardin	2024	165,000	-	-	-	-	165,000
Chief Financial Officer	2023	145,000	-	-	-	-	145,000
	2022	-	-	-	-	-	-
Franck Aton	2024	-	-	-	-	-	-
Director	2023	-	-	-	-	-	-
	2022	-	-	-	-	-	-
Claude Dufresne	2024	-	-	-	-	-	-
Director(1)	2023	-	-	-	-	-	-
	2022	-	-	-	-	-	-

Name and Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees (5)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Steve Saviuk Director	2024	-	-	-	-	-	-
	2023	-	-	-	-	-	-
	2022	-	-	-	-	-	-

(1)Mr. Dufresne has resigned as a director of the Corporation on January 25, 2024.

Stock Options and other compensation securities

Compensation securities granted to each director and NEO by the Corporation, during the year ended July 31, 2024.

Compensation Securities
Name & Position	Type of compensation security	Number of Compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Eric Ronsse Chief Executive officer and Director	Stock Option	100,000	June 20, 2024	$0.11	$0.11	$0.17	June 19, 2032
Scott Jardin (1) Chief Financial Officer	Stock Option	100,000	June 20, 2024	$0.11	$0.11	$0.17	June 19, 2032
Franck Aton Director	Stock Option	100,000	June 20, 2024	$0.11	$0.11	$0.17	June 19, 2032
Michel Dahan Director	Stock Option	100,000	June 20, 2024	$0.11	$0.11	$0.17	June 19, 2032
Steve Saviuk Director	Stock Option	100,000	June 20, 2024	$0.11	$0.11	$0.17	June 19, 2032
Michel Dahan	Stock	100,000	April 24,	$0.135	$0.135	$0.17	April 24,

Name & Position	Type of compensation security	Number of Compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Director	Option		2024				2030

The stock options issued during the year ended July 31, 2024, to the directors and NEO's vest as follows:

Date of grant: 1/2 are vested;

12 months following date of grant: 1/2 vest;

(1) Pursuant to a Performance Shares Agreement entered into between Mr. Jardin and the Corporation September 1, 2020, Mr. Jardin was granted the right to receive (i) 1,000,000 common shares of the Corporation upon the receipt of all applicable authorizations, licenses and other legal requirements for the commercialization of the Corporation's cannabis related products; and (ii) 1,000,000 common shares upon the Corporation reaching gross sales of $750,000 for its cannabis related products within a 12-month period following receipt of the amended License; and (iii) 1,000,000 common shares if gross sales of the Corporation reach $2,500,000 in cannabis related products in the 12 months that follow receipt of the applicable authorizations (each a "Performance Shares Milestone") provided that, the Performance Shares Milestone is attained on or before September 1, 2023. Mr. Jardin earned the right to receive the totality of the Performance Shares and received 3,000,000, subject to the escrow schedule pursuant to TSXV policies.

Exercise of Compensation Securities by Directors and NEO's During the year ended July 31, 2024.
Name & Position	Type of compensation security	Number of underlying securities exercised	Exercise Price per security ($)	Date of Exercise	Closing price per security on date of exercise ($)	Difference between exercise price and closing price on date of exercise ($)	Total value on exercise date ($)
Claude Dufresne Director	Stock Option	200,000	$0.10	April 11, 2024	$0.15	$0.05	$30,000
Anik Gendron Officer	Stock Option	100,000	$0.10	March 4, 2024	$0.17	$0.07	$17,000

Stock option plans and other incentive plans

The Option Plan provides that stock options may be granted to directors, officers, employees and consultants of the Corporation (and any subsidiary of the Corporation) and management Corporation employees. For the purposes of the Option Plan, the terms "employees", "consultants" and "management Corporation employees" have the meanings set out in Policy 4.4. In addition, the term "director" is defined in Policy 4.4 to include directors, senior officers and management Corporation employees. The Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding Shares of the Corporation (subject to standard anti-dilution adjustments). If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares reserved for issuance under that expired or terminated stock option will again be available for the purposes of the Option Plan. Any stock option outstanding when the Option Plan is terminated will remain in effect until it is exercised, or it expires.

The Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

a) options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder's death;
b) options may be exercisable for a maximum of ten years from the date of grant;
c) options to acquire no more than 5% of the issued Shares of the Corporation may be granted to any one person (including companies wholly owned by such person) in any 12-month period;
d) options to acquire no more than 2% of the issued Shares of the Corporation may be granted to any one consultant in any 12-month period;
e) options to acquire no more than an aggregate of 2% of the issued Shares of the Corporation may be granted to all persons conducting "Investor Relations Activities" (as defined in TSXV Policy 1.1), in any 12-month period;
f) at no time will options be issued which could permit at any time the aggregate number of Shares reserved for issuance under stock options granted to insiders (as a group) at any point in time exceeding 10% of the issued Shares;
g) at no time will options be issued which could permit at any time the grant to insiders (as a group), within a 12-month period, of an aggregate number of options exceeding 10% of the issued Shares calculated at the date an option is granted to any insider;
h) options held by an option holder who is a director, employee, consultant or management Corporation employee must expire within one year after the option holder ceases to be a director, employee, consultant or management Corporation employee, which time period the Corporation determines is reasonable;
i) options held by an option holder who is engaged in Investor Relations Activities must expire within 30 days after the option holder ceases to be employed by the Corporation to provide Investor Relations Activities; and
j) in the event of an option holder's death, the option holder's personal representative may exercise any portion of the option holder's vested outstanding options for a period of one year following the option holder's death.

Employee, consulting and management agreements

There are no formal agreements in place, in respect of named executive officers, other than payment for ongoing services and except for Mr. Scott Jardin, the Chief Financial Officer, entered into a work agreement with the Corporation effective September 1, 2020, the material terms of which provide that Mr. Jardin may earn up to 3,000,000 Shares (please see details in the section above on the Performance Shares Agreement).

Oversight and description of director and named executive officer compensation

To this date, no formal review of the executive compensation has taken place following the Corporation’s qualifying transaction and salaries have not changed. However, long term incentives (stock options) were granted to the NEO’s and directors on a discretionary basis. The Corporation will be reviewing director & executive compensation during the current year to establish a formal framework for compensation.

SCHEDULE B - THE GOOD SHROOM CO INC.
CORPORATE GOVERNANCE DISCLOSURE (VENTURE ISSUER)

BOARD OF DIRECTORS

The Board of Directors currently consists of four (4) directors, including three (3) who are independent directors as per Regulation National Instrument 52-110 Audit Committees. The Board has in place an Audit Committee.

Director	Independent Directors	Position	Member of the Audit committee
Eric Ronsse		Chief Executive Officer
Franck Aton	☑		☑
Michel Dahan	☑		☑
Steve Saviuk	☑		☑

In the past year, the independent directors mainly exercised oversight through audit committee meetings out of the presence of other non-independent directors. Generally, the mandate of the Board of Directors is to contribute, together with management, is building a strong, healthy and competitive business. The Board of Directors participates with management in the development of the Corporation's policies and objectives, long-term strategic planning and risk management. The Board of Directors has not developed written job descriptions for the Chairman. Generally, the Chair's mandate will be to provide leadership to the board and ensure that such board efficiently discharges its duties. As for the President and Chief Executive Officer, they must ensure that the business and affairs of the Corporation are properly managed. They develop and execute the business plans, policies and programs of the Corporation as approved by the board.

DIRECTORSHIPS

Several of the Board Nominees are directors of other reporting issuers, as follows:

Name	Name and Jurisdiction of Reporting Issuer	Position	From	To
Steve Saviuk	Valeo Pharma Inc.	Chief Executive Officer & Director	2003-03-27	Present
	Earth Alive Clean Technologies Inc.	Director	2018-4-25	Present
	Manitex Capital Inc. Technologies	Chief Executive Officer & Director	1995-3-20	Present
	Ortho Régénératives Inc.	Director	2015-2-5	Present

ORIENTATION AND CONTINUING EDUCATION

There is no formal orientation process, however, directors are informed and receive copies of all required information and updates prior to meetings of the board. No formal continuing education program is currently in place.

4. ETHICAL BUSINESS CONDUCT

The Board has not, to date, adopted a formal written Code of Ethical Business Conduct. The small number of officers allows the Board to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained. The Board is aware of the recommendation in National Policy 58-201 Corporate Governance Guidelines to adopt a written code of business conduct and ethics and is in the process of reviewing different standards that may be appropriate for the Corporation to adopt if warranted. To date, the Board has found that the fiduciary duties placed on individual directors by the Corporation’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation. Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A director must disclose to the Board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The disclosure must be evidenced in writing by being included in the consent resolutions or minutes of the meeting that approved the transaction or in a written disclosure delivered to the Corporation’s records office. Unless the director properly discloses their interest and has the transaction properly approved, they may be liable to account to the Corporation for any profit he makes as a result of the transaction, unless the court finds that the transaction was fair and reasonable to the Corporation. Once the appropriate disclosure has been made by the interested director, the transaction must be approved by the directors or by the shareholders by special resolution. An interested director would not be entitled to vote at meetings of directors which evoke any such conflict.

5. NOMINATION OF DIRECTORS

The Board does not have a formal process in place for selecting directors. The Corporation expects, in the coming year, to put in place a corporate governance committee to assist it in developing the Corporation’s approach to corporate governance issues, proposing new Board nominees and assessing the effectiveness of the Board and its committees, their respective chairs and individual directors.

6. COMPENSATION

The Board of Directors does not have a formal process or committee to oversee executive and director compensation. The Board anticipates establishing a formal process or committee to oversee such matters in the coming year.

7. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Board does not have a Nominating and Corporate Governance Committee.

8. HR & COMPENSATION COMMITTEE

The Board does not have in place a Human Resources and Compensation Committee. The Board as a while exercised its oversight responsibilities.

ASSESSMENT

The Board does not have a formal assessment policy in place. The Board expects to establish such a policy in the coming year.

SCHEDULE C

AUDIT COMMITTEE DISCLOSURE BY VENTURE ISSUER

National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“NI 52-110”) requires the Corporation, as a venture issuer, to disclose annually in its Information Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following.

Charter of the Audit Committee

I. PURPOSE

The primary function of the Audit Committee of the Corporation (the “Committee”) is to assist the Board of Directors of the Corporation (the “Board”) in fulfilling its oversight responsibilities by reviewing: 1. the financial information that will be provided to the shareholders and others; 2. the systems of internal controls which management and the Board have established; and 3. all audit processes. Primary responsibility for the financial reporting, information systems, risk management and internal controls of the Corporation is vested in management and is overseen by the Board.

II. COMPOSITION AND PROCESS

The Committee shall be composed of a minimum of three directors, a majority of whom shall be independent as that term is defined in NI 52-110.
Members shall be appointed by the Board on an annual basis, shall serve one-year terms and may serve consecutive terms, which are encouraged to ensure continuity of experience.
The Chair of the Committee shall be appointed by the Board for a one-year term, and may serve any number of consecutive terms.
All members of the Committee shall be financially literate. Financial literacy is the ability to read and understand a balance sheet, income statement and cash flow statement that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.
The Chair shall, in consultation with management and the external auditor and internal auditor (if any), establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to the members with sufficient time for study prior to the meeting. The external auditor will also receive notice of all meetings of the Committee. The Committee may employ a list of prepared questions and considerations as a portion of its review and assessment process.
The Committee shall try to meet at least four times per year and may call special meetings as required. A quorum at meetings of the Committee shall be its Chair and one of its other members.
The Committee may hold its meetings, and members of the Committee may attend meetings, by telephone conference if this is deemed appropriate.
The minutes of the Committee meetings shall accurately record the decisions reached and shall be distributed to Committee members with copies to the Board, the President (if any), the Chief Executive

Officer (if any) and the Chief Financial Officer (if any).

The Committee reviews, prior to their presentation to the Board and their release, all material financial information required by securities regulations.
The Committee enquires about potential claims, assessments and other contingent liabilities.
The Committee periodically reviews with management, depletion, depreciation and amortization policies, loss provisions and other accounting policies for appropriateness and consistency.
The Charter of the Committee shall be reviewed by the Board on a bi-annual basis or as the Board deems appropriate.

III. AUTHORITY

The Committee is appointed by the Board pursuant to provisions of the CBCA and the bylaws of the Corporation.
Primary responsibility for the Corporation’s financial reporting, accounting systems and internal controls is vested in senior management and is overseen by the Board. The Committee is a standing committee of the Board established to assist it in fulfilling its responsibilities in this regard. The Committee shall have responsibility for overseeing management reporting on internal controls. While it is management’s responsibility to design and implement an effective system of internal control, it is the responsibility of the Committee to ensure that management has done so.
In fulfilling its responsibilities, the Committee shall have unrestricted access to the Corporation’s personnel and documents and will be provided with the resources necessary to carry out its responsibilities.
The Committee shall have direct communication channels with the internal auditors (if any) and the external auditors to discuss and review specific issues as appropriate.
The Committee shall have the sole authority to retain (or terminate) advisors or consultants as it determines necessary to assist the Committee in discharging its functions hereunder. The Committee shall establish the compensation to be paid to any advisors employed by the Committee and such compensation shall be paid by the Corporation as directed by the Committee.

IV. RELATIONSHIP WITH EXTERNAL AUDITORS

An external auditor must report directly to the Committee.
The Committee is directly responsible for overseeing the work of the external auditor including the resolution of disagreements between management and the external auditor regarding financial reporting.
The Committee shall implement structures and procedures to ensure that it meets with the external auditor on a regular basis and in any event at least once per year in the absence of management.

V. ACCOUNTING SYSTEMS, INTERNAL CONTROLS AND PROCEDURES

The Committee shall obtain reasonable assurance from discussions with and/or reports from management,

and reports from external auditors that accounting systems are reliable and that the prescribed internal controls are operating effectively for the Corporation and its subsidiaries and affiliates.

The Committee shall review to ensure to its satisfaction that adequate procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements and will periodically assess the adequacy of those procedures.
The Committee shall direct the external auditor’s examinations to particular areas.
The Committee will review control weaknesses identified by the external auditors, together with management’s response and review with external auditors their view of the qualifications and performance of the key financial and accounting executives.
In order to preserve the independence of the external auditor, the Committee will:

(a) recommend to the Board the external auditor to be nominated;

(b) recommend to the Board the compensation for the external auditors’ engagement; and

(c) review and pre-approve any engagements for non-audit services to be provided by the external auditors or its affiliates, together with estimated fees, and consider the impact (if any) on the independence of the external auditor.

The Committee will review with management and with the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting.
The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
The Committee shall establish a periodic review procedure to ensure that the external auditor complies with the Canadian Public Accountability Regime under National Instrument 52-108 – Auditor Oversight.

VI. STATUTORY AND REGULATORY RESPONSIBILITIES

Annual Financial Information: review the annual audited financial statements and related management’s discussion and analysis (“MD&A”), including any Letter to Shareholders, and related press releases (if any) if same contains material information and recommend their approval to the Board, after discussing matters such as the selection of accounting policies (and changes thereto), major accounting judgments, accruals and estimates with management and the external auditor.
Annual Report: review the MD&A section and all other relevant sections of the annual report, if prepared, to ensure consistency of all financial information included in the annual report.
Interim Financial Statements: review the quarterly interim financial statements and related MD&A, including any Letter to Shareholders and related press releases (if any) and recommend their approval to the Board.

Earnings Guidance/Forecasts: review forecasted financial information and forward-looking statements.

VII. REPORTING

The Committee will report, through the Chairperson of the Committee, to the Board following each meeting on the major discussions and decisions made by the Committee, and report annually to the Board on the Committee’s responsibilities and how it has discharged them.
The Committee will review and reassess this Audit Committee Charter annually and recommend any proposed amendments to the Board.

VIII. OTHER RESPONSIBILITIES

Investigating fraud, illegal acts or conflicts of interest.
Discussing selected issues with corporate counsel or the outside auditor or management

2. Composition of the Audit Committee

The Audit Committee of the Corporation includes Franck Aton, Michel Dahan and Steve Saviuk. Under NI 52-110, a director of an audit committee is “independent” if he or she has no direct or indirect material relationship with the issuer, that is, a relationship which could, in the view of the board of directors, reasonably be expected to interfere with the exercise of the member’s independent judgment. For the purpose of assessing the independence of a member of an audit committee, NI 52-110 further provides that an individual will be deemed to have a material relationship with an issuer if he or she accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer, other than as remuneration for acting in his or her capacity as a member or as part-time chair or vice-chair of the board of directors of the issuer or any committee thereof. For this purpose, the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes the acceptance of a fee by an entity in which such individual is a partner, and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer. Based on the foregoing, it is anticipated that all members will be independent members of the Audit Committee.

The board of directors has determined that each of the members of the Audit Committee is “financially literate” within the meaning of section 1.6 of NI 52-110 – Respecting Audit Committees, that is, each member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Resulting Issuer’s financial statements.

3. Relevant education and experience

Mr. Saviuk graduated from Concordia University (B.Comm) and started his career in accounting at KPMG. He moved to venture capital investing through Manitex Capital Inc., a company he co-founded over 30 years ago, and which still actively invests in emerging companies with a focus on the life science, renewable energy and sustainable resource sectors. He also co-founded Valeo Pharma in 2003 and has since served as its President and CEO. Mr. Saviuk has important executive management experience, and he is well acquainted with key corporate governance issues having served on numerous boards of both public and private companies.

Mr. Dahan is a member of the CPA order since 2014 and currently occupies the position of partner at Dahan & Associates CPA LLP. He leverages is expertise and experience to assist clients in navigating the different compliance requirements, as well as providing financial and tax advisory services. His academic credentials include

a BCOM with a major in accounting from the McGill Desautels Faculty of Management and a Specialized Graduate Diploma from UQAM's School of Management.

Mr. Franck Aton is an attorney having extensive executive management and HR experience. He has participated in numerous business reviews across the world including strategy, marketing and sales, regulatory affairs, market research, business development and financial analysis and reporting.

4. Audit Committee oversight

For the period ended July 31, 2024, all recommendations made by the Audit Committee to the Board were adopted.

5. Reliance on certain exemptions

No exemptions are relied upon.

6. Pre-Approval policies and Procedures

Refer to section 1 of the Charter.

7. External Auditor Service Fees

Year ended July 31 of 2024	2024 ($)	2023 ($)
Audit fees (1)	62,475	58,409
Audit Related Fees (2)	nil	nil
Fees for tax services (3)	nil	nil
Other fees (4)	1,585	13,621
TOTAL	64,060	62,030

(1) Audit fees consist of fees billed or accrued for the audit of the Corporation’s annual financial statements as well as services that consolidated financial statements or services that are usually provided by the external auditors in connection with statutory and regulatory filings or engagements. They also include fees billed for other audit services, which are those services that only the external auditors reasonably can provide and include the review of documents filed with regulatory authorities and consultation concerning the reporting of specific transactions.

(2) Audit-related fees are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements.

(3) Tax fees include fees billed for tax compliance services, including the preparation of original and amended tax returns and claims for refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from taxing authorities; tax planning services; and consultation and planning services.

(4) Other fees include fees billed for the reverse take over transaction which was completed April 15, 2021.

SCHEDULE “D”

NEW FIXED OPTION PLAN

(see attached)

THE GOOD SHROOM CO INC.
December 31, 2024
20% FIXED STOCK OPTION PLAN

PURPOSE OF THE PLAN

The Corporation hereby establishes a stock option plan for Directors, Officers, Employees, Management Company Employees, Consultants and Eligible Charitable Organizations (as such terms are defined below) of the Corporation and its subsidiaries (collectively "Eligible Persons"), to be known as the Good Shroom Co Inc. Stock Option Plan" (the "Plan"). The purpose of the Plan is to give to Eligible Persons as additional compensation, the opportunity to participate in the success of the Corporation by granting to such individuals Options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Corporation, to buy shares of the Corporation at a price not less than the Market Price prevailing on the date the Option is granted less applicable discount, if any, permitted by the policies of the Exchanges and approved by the Board.

DEFINITIONS

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

2.1 "Board" means the Board of Directors of the Corporation.

2.2 "Change of Control" means the occurrence of any one or more of the following events:

i. a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor;

ii. the sale, exchange or other disposition to a person other than an affiliate of the Corporation of all, or substantially all of the Corporation's assets;

iii. a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

iv. a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders' resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or

v. any person, entity or group of persons or entities acting jointly or in concert (an "Acquirer") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquirer or which the Acquirer has the right to vote or in respect of which the Acquirer has the right to direct the voting, would entitle the Acquirer and/or associates and/or affiliates of the Acquirer to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor Corporation (regardless of whether a meeting has been called to elect directors);

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

2.3 "Corporation" means The Good Shroom Co Inc. and its successors.

2.4 "Consultant" means a "Consultant" as defined in the TSXV Policies.

2.5 "Consultant Corporation" means a "Consultant Corporation" as defined in the TSXV Policies.

2.6 "Director" means a "Director" as defined in the TSXV Policies.

2.7 "Disability" means any disability with respect to an Optionee which the Board, in its sole and unfettered discretion, considers likely to prevent permanently the Optionee from:

i. being employed or engaged by the Corporation, its subsidiaries or another employer, in a position the same as or similar to that in which he was last employed or engaged by the Corporation or its subsidiaries; or
ii. acting as a director or officer of the Corporation or its subsidiaries.

2.8 "Eligible Charitable Organization" means an "Eligible Charitable Organization" as defined in TSXV Policies.

2.9 "Eligible Persons" has the meaning given to that term in section 1 hereof.

2.10 "Employee" means an "Employee" as defined in the TSXV Policies.

2.11 "Exchanges" means the TSX Venture Exchange and, if applicable, any other stock exchange on which the Shares are listed.

2.12 "Exchange Hold Period" means "Exchange Hold Period" as defined in TSXV

Policies.

2.13
"Expiry Date" means the date set by the Board under section 3.1 of the Plan, as the last date on which an Option may be exercised.

2.14
"Grant Date" means the date specified in an Option Agreement as the date on which an Option is granted.

2.15
"Insider" means an "Insider" as defined in the TSXV Policies.

2.16
"Investor Relations Activities" means "Investor Relations Activities" as defined in the TSXV Policies.

2.17
"Investor Relations Service Provider" means "Investor Relations Service Provider" as defined in the TSXV Policies.

2.18
"Joint Actor" means a person acting "jointly or in concert with" another person as that phrase is interpreted in National Instrument 62-104 — Take-Over Bids and Issuer Bids.

2.19
"Management Company Employee" means a "Management Company Employee" as defined in the TSXV Policies.

2.20
"Market Price" of Shares at any Grant Date means the market price per Share as determined by the Board, provided that if the Corporation is listed on an Exchange, such price shall not be less than the market price determined in accordance with the rules of such Exchange.

2.21
"Officer" means an "Officer" as defined in the TSXV Policies.

2.22
"Option" means an option to purchase Shares granted pursuant to, or governed by, this Plan and any pre-existing stock option plan of the Corporation.

2.23
"Option Agreement" means an agreement, in the form attached hereto as Schedule "A", whereby the Corporation grants to an Optionee an Option.

2.24
"Optionee" means each of the Eligible Persons granted an Option pursuant to this Plan and their heirs, executors and administrators.

2.25
"Option Price" means the price per Share specified in an Option Agreement, adjusted from time to time in accordance with the provisions of section 5.

2.26
"Option Shares" means the aggregate number of Shares which an Optionee may

purchase under an Option.

2.27
"Plan" means this The Good Shroom Co Inc. Stock Option Plan.

2.28
"Securities Act" means the Securities Act (Ontario), R.S.O 1990, c.S.5, as amended, as at the date hereof.

2.29
"Security Based Compensation" means "Security Based Compensation" as defined in the TSXV Policies.

2.30
"Shares" means the common shares in the capital of the Corporation as constituted on the Grant Date provided that, in the event of any adjustment pursuant to section 5, "Shares" shall thereafter mean the shares or other property resulting from the events giving rise to the adjustment.

2.31
"TSXV Policies" means the policies included in the TSX Venture Exchange Corporate Finance Manual and "TSXV Policy" means any one of them.

2.32
"Unissued Option Shares" means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.

2.33
"Vested" means that an Option has become exercisable in respect of a number of Option Shares by the Optionee pursuant to the terms of the Option Agreement.

3. GRANT OF OPTIONS

3.1 Option Terms

The Board may from time to time authorize the issue of Options to Eligible Persons. Where permitted under applicable policies of the Exchanges, companies that are wholly owned by Eligible Persons may also be issued Options. The Option Price under each Option shall be not less than the Market Price on the Grant Date less the applicable discount permitted under the policies of the Exchanges or, if the Shares are not listed on any Exchange, less 25%. The Expiry Date for each Option shall be set by the Board at the time of issue of the Option and shall not be more than ten years after the Grant Date, subject to the operation of section 4.1. Options shall not be assignable or transferable by the Optionee.

3.2 Limits on Shares Issuable on Exercise of Options

The maximum aggregate number of Shares that are issuable pursuant to Options granted or issued under the Plan shall be 10,154,937 Shares or such additional amount as may be approved from time to time by the shareholders of the Corporation and the Exchanges, as

applicable. The maximum aggregate number of Shares that are issuable pursuant to Security Based Compensation granted or issued under the Plan and all of the Corporation's other previously established or proposed Security Based Compensation plans (to which the following limits apply under Exchange policies):

a) to Insiders (as a group) shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis at any point in time, unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies;

b) to Insiders (as a group) in any 12-month period shall not exceed 10% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies;

c) to any one Optionee (including, where permitted under applicable policies of the Exchanges, any companies that are wholly owned by such Optionee) in any 12-month period shall not exceed 5% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to applicable Exchange policies.

d) to any one Consultant in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date:

e) to Investor Relations Service Providers (as a group) in any 12-month period shall not exceed 2% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date, and Investor Relations Service Providers shall not be eligible to receive any Security Based Compensation other than Options if the Shares are listed on the TSX Venture Exchange at the time of any issuance or grant; and

f) to Eligible Charitable Organizations (as a group) shall not exceed 1% of the total number of issued and outstanding Shares on a non-diluted basis on the Grant Date.

3.3 Option Agreements

Each Option shall be confirmed by the execution of an Option Agreement. Each Optionee shall have the option to purchase from the Corporation the Option Shares at the time and in the manner set out in the Plan and in the Option Agreement applicable to that Optionee. In respect of Options granted to Employees, Consultants, Consultant Companies or Management Company Employees, the Corporation and the Optionee is representing herein and in the applicable Option Agreement that the Optionee is a bona fide Employee, Consultant, Consultant Company or Management Company Employee, as the case may be,

of the Corporation or its subsidiary. The execution of an Option Agreement shall constitute conclusive evidence that it has been completed in compliance with this Plan. All Options shall be subject to any applicable resale restrictions pursuant to applicable securities laws. In addition, Options and Option Shares that are subject to the Exchange Hold Period pursuant to TSXV Policy 1.1 must be legended with the Exchange Hold Period commencing on the Grant Date, and the Option Agreement shall contain any applicable resale restriction or Exchange Hold Period.

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

Subject to the operation of this section 4 of the Plan with respect to the conditions and acceleration of the vesting of an Option and the acceleration and extension of the Expiry Date of an Option, an Option may be exercised to purchase any number of Shares up to the number of Vested Unissued Option Shares at any time after the Grant Date up to 4:00 p.m. Pacific Time on the Expiry Date and shall not be exercisable thereafter. In the event that the Expiry Date of an Option falls during a trading blackout period imposed by the Corporation (the "Blackout Period"), the Expiry Date of such Option shall automatically be extended to a date which is ten (10) trading days following the end of such Blackout Period (the "Extension Period"), subject to no cease trade order being in place under applicable securities laws; provided that if an additional Blackout Period is subsequently imposed by the Corporation during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional Blackout Period to enable the exercise of such Option within ten (10) trading days following the end of the last imposed Blackout Period.

4.2 Manner of Exercise

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

4.3 Vesting of Option Shares

The Board, subject to the policies of the Exchanges, may determine and impose terms upon which each Option shall become Vested in respect of Option Shares. Unless otherwise specified by the Board at the time of granting an Option, and subject to the other limits on Option grants set out in Section 3.2 hereof, all Options granted under the Plan shall vest and become exercisable in full upon grant, except Options granted to Investor Relations Service Providers, which Options must vest in stages over twelve months with no more than one-quarter of the Options vesting in any three month period.

4.4 Termination of Employment

If an Optionee ceases to be an Eligible Person, his or her Option shall be exercisable as follows:

a) Death or Disability

If the Optionee ceases to be an Eligible Person, due to his or her death or Disability or, in the case of an Optionee that is a company, the death or Disability of the person who provides management or consulting services to the Corporation or to any entity controlled by the Corporation, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of:

(i) 365 days after the date of death or Disability; and
(ii) the Expiry Date;

b) Termination For Cause

If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person as a result of termination for cause as that term is interpreted by the courts of the jurisdiction in which the Optionee, or, in the case of a Management Company Employee or a Consultant Company, of the Optionee's employer, is employed or engaged; any outstanding Option held by such Optionee on the date of such termination, whether in respect of Option Shares that are Vested or not, shall be cancelled as of that date.

c) Early Retirement, Voluntary Resignation or Termination Other than For Cause

If the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person due to his or her retirement at the request of his or her employer earlier than the normal retirement date under the Corporation's retirement

policy then in force, or due to his or her termination by the Corporation other than for cause. or due to his or her voluntary resignation, the Option then held by the Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of the Expiry Date and the date which is 90 days (30 days if the Optionee was engaged in Investor Relations Activities) after the Optionee or, in the case of a Management Company Employee or a Consultant Company, the Optionee's employer, ceases to be an Eligible Person.

d) Spin-Out Transactions

If pursuant to the operation of sub-section 5.3(c) an Optionee receives options (the "New Options") to purchase securities of another company (the "New Company") in respect of the Optionee's Options (the "Subject Options"), subject to the prior approval of the Exchanges, the New Options shall expire on the earlier of: (i) the Expiry Date of the Subject Options; (ii) if the Optionee does not become an Eligible Person in respect of the New Company, the date that the Subject Options expire pursuant to sub-section 4.4(a), (b) or (c), as applicable; (iii) if the Optionee becomes an Eligible Person in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to sub-section 4.4(a), (b) or (c) hereof; and (iv) the date that is one (1) year after the Optionee ceases to be an Eligible Person in respect of the New Company or such shorter period as determined by the Board.

e) Eligible Charitable Organizations

If the Optionee ceases to be an Eligible Person due to no longer being an Eligible Charitable Organization, the Options then held by that Optionee shall be exercisable to acquire Vested Unissued Option Shares at any time up to but not after the earlier of the Expiry Date and the date which is 90 days after the date the Optionee ceases to be an Eligible Person.

Notwithstanding the foregoing, the Board may, in its sole discretion if it determines such Is in the best interests of the Corporation and subject to the policies of the Exchanges, extend the early Expiry Date (as set out above in this section 4.4) of any Option held by an Optionee who ceases to be an Eligible Person to a later date within a reasonable period, subject to such period not exceeding 12 months from the date the Optionee ceases to be an Eligible Person.

For purposes of this section 4.4, the dates of death, Disability, termination, retirement, voluntary resignation, ceasing to be an Eligible Person and incapacity shall be interpreted to be without regard to any period of notice (statutory or otherwise) or whether the Optionee or his or her estate continues thereafter to receive any compensatory payments from the Corporation or is paid salary by the Corporation in lieu of notice of termination.

For greater certainty, an Option that had not become Vested in respect of certain Unissued Option Shares at the time that the relevant event referred to in this section 4.4 occurred, shall not be or become vested or exercisable in respect of such Unissued Option Shares and shall be cancelled.

4.5 Effect of a Take-Over Bid

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

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

then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant to section 4.3 shall be reinstated. If any Option Shares are returned to the Corporation under this section 4.5, the Corporation shall immediately refund the exercise price to the Optionee for such Option Shares.

4.6 Acceleration of Expiry Date

If at any time when an Option granted under the Plan remains unexercised with respect to any Unissued Option Shares, an Offer is made by an offeror, the Board may, upon notifying each Optionee of full particulars of the Offer and subject to the approval of the Exchanges with respect to Investor Relations Service Providers, declare all Option Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Date for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Shares must be tendered pursuant to the Offer. The Board shall give each Optionee as much notice as possible of the acceleration of the Options under this section, except that not less than 5 business days of notice is required, and more than 30 days of notice is not required.

Compulsory Acquisition or Going Private Transaction

If and whenever, following a take-over bid or issuer bid, there shall be a compulsory acquisition of the Shares pursuant to Division 6 of the Business Corporations Act (British Columbia) or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in Section 8.2 of Multilateral Instrument 61-101 Protection of /Izfinority Security Holders in Special Transactions, then following the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Option Shares to which such Optionee was thereto entitled to purchase upon the exercise of his or her Options, the aggregate amount of cash, shares, other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Option Shares to the take-over bid.

4.8 Effect of a Change of Control

If a Change of Control occurs, all Option Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the Optionee, subject to the approval of the Exchanges with respect to Investor Relations Service Providers or if otherwise necessary.

4.9 Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement

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

4.10 Shares Not Acquired

Any Unissued Option Shares not acquired by an Optionee under an Option which has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without being exercised may be made the subject of a further Option pursuant to the provisions of the Plan.

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

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

(a) the Option Price will be adjusted to a price per Share which is the product of:

(i) the Option Price in effect immediately before that effective date or record date; and

(ii) a fraction, the numerator of which is the total number of Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

(b) the number of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection 5.1 (a)(ii).

Any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.1 is subject to compliance with the limits set out in section 3.2 and, if any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.1 would result in any limit set out in section 3.2 being exceeded, then the Corporation may, if determined by the Board in its sole and unfettered discretion (subject to the prior approval of the Exchanges), make payment in cash to the Optionee in lieu of increasing the number of Unissued Option Shares in order to properly reflect any diminution in value of the Option Shares as a result of such Share Reorganization.

5.2 Special Distribution

Unless the Corporation is listed on the TSX Venture Exchange, whenever the Corporation issues by way of a dividend or otherwise distributes to all or substantially all holders of Shares;

(a) shares of the Corporation, other than the Shares;

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

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

Any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.2 is subject to compliance with the limits set out in section 3.2 and, if any increase in the number of Unissued Option Shares as a result of the adjustment provisions provided in this section 5.2 would result in any limit set out in section 3.2 being exceeded, then the Corporation may, if determined by the Board in its sole and unfettered discretion (subject to the prior approval of the Exchanges, provided that no adjustment pursuant to the operation of section 5.2 may occur while the Corporation is listed on the TSX Venture Exchange), make payment in cash to the Optionee in lieu of increasing the number of Unissued Option Shares in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

5.3 Corporate Organization

Subject to the prior approval of the Exchanges, whenever there is:

(a) a reclassification of outstanding Shares, a change of Shares into other shares or securities, or any other capital reorganization of the Corporation, other than as described in sections 5.1 or 5.2;
(b) a consolidation, merger or amalgamation of the Corporation with or into another corporation resulting in a reclassification of outstanding Shares into other shares or securities or a change of Shares into other shares or securities;
(c) an arrangement or other transaction under which, among other things, the business or assets of the Corporation become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Corporation's shareholders, or the exchange with the Corporation's shareholders, of securities of the Corporation, or securities of another company, or both; or
(d) a transaction whereby all or substantially all of the Corporation's undertaking and assets become the property of another corporation,

(any such event being herein called a "Corporate Reorganization") the Optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he/she would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he/she would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he/she had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Board.

5.4 Determination of Option Price and Number of Unissued Option Shares

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

5.5 Regulatory Approval

Any adjustment to the Option Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any one of sections 5.1, 5.2 or 5.3 is subject to the prior approval of the Exchanges and any other governmental authority having jurisdiction, provided that no adjustment pursuant to the operation of section 5.2 may occur while the Corporation is listed on the TSX Venture Exchange. Notwithstanding the foregoing, adjustments pursuant to section 5.1 due to a Share subdivision or consolidation do not require prior approval of the Exchanges.

6. MISCELLANEOUS

6.1 Right to Employment

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

6.2 Necessary Approvals

The Plan shall be effective upon the approval of the Plan by the Board and the Exchange or any regulatory authority having jurisdiction over the securities of the Corporation and shall be ratified thereafter by the shareholders of the Corporation by way of an ordinary resolution at the next duly convened meeting of the shareholders of the Corporation. Disinterested shareholder approval (as required by the Exchanges) will be obtained for any reduction in the

exercise price, or any extension of the term, of any Option granted under this Plan if the Optionee is an Insider of the Corporation at the time of the proposed amendment. In addition, any amendment to an Option (including any cancellation of an Option and subsequent grant of a new Option to the same Person within one year) that results in a benefit to an Insider of the Corporation at the time of amendment will be subject to disinterested shareholder approval (as required by the Exchanges). The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of the Exchanges and any governmental authority having jurisdiction. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Option Price paid by an Optionee to the Corporation shall be immediately refunded to the Optionee by the Corporation.

6.3 Administration of the Plan

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

6.4 Withholding Taxes

The exercise of each Option granted under the Plan is subject to the condition that if at any time the Corporation determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such exercise, such exercise is not effective unless such withholding has been effected to the satisfaction of the Corporation. In such circumstances, the Corporation may require that the Optionee pay to the Corporation, in addition to and in the same manner as the exercise price for the Shares, such amount as the Corporation is obliged to remit to the relevant tax authority in respect of the exercise of the Option. Alternatively, the Corporation shall have the right in its discretion to satisfy any such liability for withholding or other required deduction amounts by retaining or acquiring any Shares acquired upon exercise of any Option, or retaining any amount payable, which would otherwise be issued or delivered, provided or paid to an Optionee by the Corporation, whether or not such amounts are payable under the Plan. For greater certainty, the application of this section 6.4 to any exercise of an Option shall not conflict with the policies of the Exchanges that are in effect at the relevant time and the Corporation will obtain prior Exchange acceptance and/or shareholder approval of any application of this section 6.4 if required pursuant to such policies.

6.5 Amendments to the Plan

The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders (or disinterested shareholders, if required), Exchanges or any other regulatory body having authority over the Corporation or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

6.6 Form of Notice

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

6.7 No Representation or Warranty

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

6.8 Compliance with Applicable Law

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

6.9 No Assignment or Transfer

No Optionee may assign or transfer any of his or her rights under the Plan or any option granted thereunder. Notwithstanding the foregoing, where permitted under applicable policies of the Exchanges, companies that are wholly owned by Eligible Persons may be issued Options.

6.10 Rights of Optionees

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

6.11 Previously Granted Options

Stock options which are outstanding under pre-existing stock option plan(s) of the Corporation as of the effective date of this Plan shall continue to be exercisable and shall be deemed to be governed by and be subject to the terms and conditions of this Plan except to the extent that the terms of this Plan are more restrictive than the terms of such pre-existing plan(s) under which such stock options were originally granted, in which case the applicable

pre-existing plan(s) shall govern, provided that any stock options granted, issued or amended after November 23, 2021 must comply with TSXV Policy 4.4 - Incentive Stock Options (as at November 24, 2021).

6.12 Conflict

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

6.13 Governing Law

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

6.14 Time of Essence

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

6.15 Entire Agreement

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

Approved by the Board of Directors of the Corporation effective December 31, 2024.

Approved by the shareholders of the Corporation on _,20______

SCHEDULE "A"

THE GOOD SHROOM CO INC.

STOCK OPTION PLAN - OPTION AGREEMENT

[If the Corporation is listed on the TSXV at the time of the option grant, the following legend is required in respect of: (i) Options with an Option Price at a discount to the Market Price; or (ii) Options granted to directors, officers, promoters of the Corporation or persons holding securities carrying more than 10% of the voting rights and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Corporation: Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this agreement and any securities issued upon exercise thereof may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of the Canadian resident until •, 20• (Being four months and one day after the date of grant)]

This Option Agreement is entered into between The Good Shroom Co Inc. (the "Corporation") and the OPTIONEE named below pursuant to the Corporation Stock Option Plan (the "Plan"), a copy of which is attached hereto, and confirms that:

on •, 20• (the "Grant Date");
• (the "Optionee");
was granted the option (the "Option") to purchase • common shares (the "Option Shares") of the Corporation;
for the price (the "Option Price") of $• per share;
which rights to purchase the Option Shares under the Option may be exercised and will vest on the Grant Date [OR set forth applicable vesting schedule — NOT LESS THAN QUARTERLY VESTING OVER A MINIMUM OF 1 YEAR FOR INVESTOR RELATIONS SERVICE PROVIDERS]; and
the Option will terminate on • (the "Expiry Date");

all on the terms and subject to the conditions set out in the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

Where the Optionee is resident in or otherwise subject to the securities laws of the United States, the Optionee acknowledges that any Option Shares received by him/her upon exercise of the Option have not been registered under the United States Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the "Securities Acts"). The Optionee acknowledges and understands that the Corporation is under no obligation to register, under the Securities Acts, the Option Shares received by him/her or to assist him/her in complying with any exemption from such registration if he/she should at a later date wish to dispose of the Option Shares. The Optionee acknowledges that the Option Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

"the shares represented by this certificate have not been registered or qualified under the United States Securities Act of 1933, as amended or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to U.S. federal

or state securities laws, and the Corporation may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Corporation."

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement (including without limitation all representations set out therein with respect to the Optionee).

Acknowledgement — Personal Information

The undersigned hereby acknowledges and consents to:

(a) the disclosure to the TSX Venture Exchange and all other regulatory authorities of all personal information of the undersigned obtained by the Corporation; and
(b) the collection, use and disclosure of such personal information by the TSX Venture Exchange and all other regulatory authorities in accordance with their requirements, including the provision to third party service providers, from time to time.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the • day of •, 20 •.

THE GOOD SHROOM CO INC.

Signature

Print Name

Address

Per:

Authorized Signatory

THE GOOD SHROOM CO INC.
STOCK OPTION PLAN
NOTICE OF EXERCISE OF OPTION

TO: THE GOOD SHROOM CO INC. (the “Corporation”)

The undersigned hereby irrevocably gives notice, pursuant to the stock option plan of the Corporation (the of the exercise of stock options (“Options”) to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Option Shares; or
(b) ______ of the Option Shares,

which are the subject of the Option Agreement attached hereto.

The undersigned tenders herewith payment to "The Good Shroom Co Inc.", or such other payee as directed by the Corporation, in an amount equal to the aggregate exercise price of the aforesaid Option Shares and directs the Corporation to issue the certificate evidencing said Option Shares in the name of the undersigned and mail a copy of that certificate to the undersigned at the following address:

DATED the __ day of _, 20_

Signature of Option Holder

MANAGEMENT INFORMATION CIRCULAR
LEGAL_45344297.4

3 -
MANAGEMENT INFORMATION CIRCULAR
LEGAL_45344297.4

SCHEDULE E

SHAREHOLDERS' SPECIAL RESOLUTION

Name Change Special Resolution

BE AND IT IS HEREBY RESOLVED:

THAT the Articles of The Good Shroom Co Inc. (the “Corporation”) be amended so that the name of the Corporation is changed to “Mercanto Holdings Inc.”, or such other name as may be selected by the directors of the Corporation in their discretion;

THAT the officers and directors of the Corporation are hereby authorized to file Articles of Amendment with Innovation, Science and Economic Development Canada - Corporations Canada if and when deemed advisable by the Board of Directors of the Corporation in its discretion and to do all other things necessary in order to give effect to the foregoing; and

THAT notwithstanding that this resolution has been duly passed by the shareholders, the Board of Directors is hereby authorized and empowered, if it decides not to proceed with this resolution, to revoke this resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the shareholders.

AI assistant

Mercanto Holdings Inc. — Proxy Solicitation & Information Statement 2025

47064_rns_2025-01-08_db856533-fc93-4bd4-be86-81822092efb4.pdf

WHO CAN VOTE FOR THIS MEETING.

ADVICE TO BENEFICIAL SHAREHOLDERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

1. FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Corporate Cease Trade Orders or Bankruptcy

Penalties or Sanctions

Personal Bankruptcy

Executive compensation

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

3. APPOINTMENT OF AUDITOR

4. APPROVAL OF NEW STOCK OPTION PLAN

Summary of the New Fixed Option Plan

5. AMENDMENT TO ARTICLES OF THE CORPORATION TO EFFECT NAME CHANGE

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

INFORMATION - AUDIT COMMITTEE

DIVERSITY DISCLOSURE

OTHER MATTERS

ADDITIONAL INFORMATION

BOARD APPROVAL

Stock Options and other compensation securities

4. ETHICAL BUSINESS CONDUCT

5. NOMINATION OF DIRECTORS

6. COMPENSATION

7. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

8. HR & COMPENSATION COMMITTEE

III. AUTHORITY

IV. RELATIONSHIP WITH EXTERNAL AUDITORS

V. ACCOUNTING SYSTEMS, INTERNAL CONTROLS AND PROCEDURES

VII. REPORTING

VIII. OTHER RESPONSIBILITIES

2. Composition of the Audit Committee

3. Relevant education and experience

4. Audit Committee oversight

5. Reliance on certain exemptions

6. Pre-Approval policies and Procedures

7. External Auditor Service Fees

3. GRANT OF OPTIONS

3.1 Option Terms

3.2 Limits on Shares Issuable on Exercise of Options

3.3 Option Agreements

4. EXERCISE OF OPTION

4.1 When Options May be Exercised

4.2 Manner of Exercise

4.3 Vesting of Option Shares

4.4 Termination of Employment

4.5 Effect of a Take-Over Bid

4.6 Acceleration of Expiry Date

4.8 Effect of a Change of Control

4.9 Exclusion from Severance Allowance, Retirement Allowance or Termination Settlement

4.10 Shares Not Acquired

5. ADJUSTMENT OF OPTION PRICE AND NUMBER OF OPTION SHARES

5.1 Share Reorganization

5.2 Special Distribution

5.3 Corporate Organization

5.4 Determination of Option Price and Number of Unissued Option Shares

5.5 Regulatory Approval

6. MISCELLANEOUS

6.1 Right to Employment

6.2 Necessary Approvals

6.3 Administration of the Plan

6.4 Withholding Taxes

6.5 Amendments to the Plan

6.6 Form of Notice

6.7 No Representation or Warranty

6.8 Compliance with Applicable Law

6.9 No Assignment or Transfer

6.10 Rights of Optionees

6.11 Previously Granted Options

6.12 Conflict

6.13 Governing Law

6.14 Time of Essence

6.15 Entire Agreement

Acknowledgement — Personal Information

Mercanto Holdings Inc. Proxy Solicitation & Information Statement 2025