Mission Ready Solutions Inc. — AGM Information 2021

Nov 5, 2021

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at October 22, 2021, unless indicated otherwise)

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY AT 11:00 A.M. PST ON WEDNESDAY DECEMBER 1, 2021

Protecting Those Who Protect Us

MRSCorp.com

MANAGEMENT INFORMATION CIRCULAR

(Containing information as of October 22, 2021, unless indicated otherwise)

This Management Information Circular (the "Circular") furnished in connection with the solicitation of proxies by the management of Mission Ready Solutions Inc. (the "Company") for use at the annual general meeting (the "Meeting") of its shareholders to be held on Wednesday, December 1, 2021 at 11:00 a.m. PST (2:00 p.m. EST) at the time and place and for the purposes set forth in the accompanying Notice of the Meeting.

In this Circular, references to "the Company", "we" and "our" refer to Mission Ready Solutions Inc. "common shares" means common shares without par value in the capital of the Company.

In order to comply with measures imposed by the federal and provincial governments related to the COVID-19 pandemic, and to mitigate risks to the health and safety of the Company's shareholders and the community, unless we advise otherwise by way of a news release, the Meeting will be held in virtual-only format, which will be conducted via telephone conference. Registered Shareholders who attend the Meeting will have an opportunity to participate, regardless of their geographic location.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company at nominal cost. The Company will bear all costs of this solicitation.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the "Proxy") are officers and/or directors of the Company. IF YOU ARE A SHAREHOLDER ENTITLED TO VOTE AT THE MEETING, YOU HAVE THE RIGHT TO APPOINT A PERSON OR COMPANY OTHER THAN EITHER OF THE PERSONS DESIGNATED IN THE PROXY, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND ACT FOR YOU AND ON YOUR BEHALF AT THE MEETING. YOU MAY DO SO EITHER BY INSERTING THE NAME OF THAT OTHER PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY OR BY COMPLETING AND DELIVERING ANOTHER SUITABLE FORM OF PROXY. If your common shares are held in physical form (ie paper form) and are registered in your name, then you are a registered shareholder ("Registered Shareholder"). However, if, like most shareholders, you keep your common shares in a brokerage account, then you are a Beneficial Shareholder. The manner for voting is different for Registered Shareholders and Beneficial Shareholders. The instructions below should be read carefully by all shareholders.

Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the common shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your common shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

• (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors,
• (b) any amendment to or variation of any matter identified therein, and
• (c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified, the persons named in the Proxy will vote the common shares represented by the Proxy for the approval of such matter.

Registered Shareholders

If you are a Registered Shareholder and wish to have your common shares voted at the Meeting, you will be required to submit your vote by proxy. Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via teleconference, in-person voting will not be permitted at the Meeting. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the Proxy and returning it to the Company's transfer agent, Endeavor Trust Corporation ("Endeavor Trust"), in accordance with the instructions on the Proxy. Alternatively, Registered Shareholders may vote their common shares via the internet or by telephone as per the instructions provided on the Proxy.

In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Registered Shareholders electing to submit a Proxy may do so by:

• (a) mail or by hand to Suite 702 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4;
• (b) facsimile to 604.559.8908;
• (c) email to proxy@endeavortrust.com; or
• (d) www.eproxy.ca

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold common shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of common shares).

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder's name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder's broker or an agent of that broker. In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

There are two kinds of beneficial owners - those who object to their information being disclosed to the issuers of securities which they own ("OBOs" for "Objecting Beneficial Owners") and those who do not object to that information being disclosed to the issuers of the securities they own ("NOBOs" for "Non-Objecting Beneficial Owners").

Pursuant to National Instrument 54-101 of the Canadian Securities Administrators, the Company is sending proxyrelated materials directly to NOBOs, which materials will include a scannable Voting Instruction Form (a "VIF"). These VIFs are to be completed and returned to Endeavor Trust in the envelope provided or by facsimile. In addition, Endeavor Trust provides both telephone and Internet voting as described on the VIF, which contains complete instructions. Endeavor Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

Management of the Company does not intend to pay for intermediaries to forward to OBOs, under National Instrument 54-101, the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. As a result, an OBO will not receive the materials unless the OBO's intermediary assumes the cost of delivery.

Every intermediary that mails proxy-related materials to Beneficial Shareholders has mailing procedures and provides return instructions to clients. Beneficial Shareholders should follow the instructions of their intermediary carefully to ensure that their common shares are voted for the Meeting.

Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge") in the United States and in Canada. Broadridge mails a voting instruction form (the "Broadridge VIF") similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. The Broadridge VIF will appoint the same persons as the Company's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Company), other than the persons designated in the Broadridge VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the Broadridge VIF. The completed Broadridge VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. If you receive a Broadridge VIF, you cannot use it to vote common shares directly at the Meeting – the Broadridge VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the common shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your common shares in that capacity. If you wish to attend at the Meeting and indirectly vote your common shares as proxyholder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal Proxy which would enable you, or a person designated by you, to attend the Meeting and vote your common shares.

Voting by Proxy Generally

Proxyholders other than the individuals named in the accompanying Proxy will be required to identify themselves by notice in writing to the Company by 4:00 p.m. (Vancouver time) on Monday, November 29, 2021 so that the Company can confirm their identity prior to the Meeting and facilitate their voting of the Proxies that they hold at the Meeting. Notice may be provided by mail to the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia, Canada, V6J 4M6. Proxies will not be accepted at the Meeting. All Proxies must be submitted to Endeavor Trust by 11:00 a.m. (Vancouver time) on Monday, November 29, 2021 (the "Proxy Deadline").

As there will be no in-person attendance or voting at the Meeting, votes received by the Proxy Deadline for each matter set out in the notice of meeting will be tabulated in advance of the Meeting by Endeavor Trust and compiled in a proxy report respecting Proxies held by the individuals named in the accompanying Proxy or voting instruction form and an appointee summary respecting proxies held by non-management proxyholders (collectively, the "Proxy Report"). The determination as to whether a particular matter has been approved, a particular individual has been appointed or a particular resolution has been passed will be made solely on the basis of the voting results set out in the Proxy Report. Since no in-person voting will be permitted due to the COVID-19 pandemic and voting results respecting matters set out in the notice of meeting will be determined solely on the basis of the voting results set out in the Proxy Report, no ballots will be permitted at the Meeting. All results will be determined by reference to the Proxy Report. Management will advise at the Meeting, the voting results for each matter set out in the Proxy Report and shareholders will be entitled to request a copy of the Proxy Report from management after the Meeting.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder's authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Endeavor Trust at Suite 702 - 777 Hornby Street, Vancouver, British Columbia, V6Z 1S4, or to the address of the registered and records office of the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia, Canada V6J 4M6, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof.

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors (the "Board") of the Company has fixed October 22, 2021 as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who vote their common shares via the internet or by telephone as per the instructions provided on the Proxy or complete, sign and deliver a form of Proxy in the manner and subject to the provisions described above will be entitled to have their common shares voted at the Meeting.

As at the Record Date, there were 198,404,144 common shares issued and outstanding, each carrying the right to one vote.

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders will have one vote, and on a poll every shareholder present in person or represented by a Proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each common share registered in that shareholder's name on the list of shareholders as at the Record Date, which is available for inspection during normal business hours at Endeavor Trust and will be available at the Meeting.

Except as disclosed below, to the knowledge of the directors and executive officers of the Company, as at the Record Date, no person or corporation beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company:

Name of Shareholder	Number of CommonShares Held	Percentage of Common(1)Shares Outstanding
Darrell Siria	25,816,481	[13.01]%

(1) Based on 198,404,144 common shares issued and outstanding as at the Record Date.

SETTING NUMBER OF DIRECTORS

The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at six (6). The Board proposes that the number of directors be fixed at six (6). Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be fixed at six (6).

ELECTION OF DIRECTORS

The term of office of each of the current directors expires at the conclusion of the Meeting. Unless the director's office is earlier vacated in accordance with the provisions of the *Business Corporations Act (*British Columbia), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management's nominees for election as a director (a "proposed director"), the province and country in which he is ordinarily resident, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of common shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date.

Name of Nominee, Provinceand Country of OrdinaryResidence and Positions Heldwith the Company	Occupation, Business orEmployment (1)	Director Since	Common SharesBeneficially Owned orControlled (1)
James A. Marks(2)Virginia, USAChairman and Director	Retired Major General of the US Army andsenior intelligence officer during the LARiots, in the Balkans, Korea, Iraq.President of The Marks Collaborative.	July 1, 2018	500,000
Paul E. Litchfield (2)Massachusetts, USADirector	Vice President Product Development,Reebok, January 1986 to April 2015;President, Ware Solutions LLC since 2014;Advisory Board member, Combat FlipFlops and Black Box Biometrics Inc.	November 21, 2014	3,049,556
Daniel G. RaczykowskiWashington, USADirector	COO of Unifire, Inc.	March 17, 2020	12,974,641
Terrace L. Nixon (2)British Columbia, CanadaChief Compliance Officer	Chief Compliance Officer of the Company.	November 4, 2020	1,250,000
Buck L. MarshallWashington, USAPresident and CEO	President and CEO of the Company.	November 4, 2020	231,154
William J. BrattonNew York, USADirector	Retired Chief of the Los Angeles PoliceDepartment and Retired PoliceCommissioner of the City of New York.	November 11, 2020	Nil

(1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years.

(2) Member of Audit Committee.

None of the proposed directors of the Company are to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and officers of the Company acting solely in such capacity.

CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

As at the date of this Circular, and within the last 10 years before the date of this Circular, no proposed director (or any of their personal holding companies) of the Company was a director, CEO or CFO of any company (including the Company) that:

• (a) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days while that person was acting in the capacity as director, CEO or CFO; or
• (b) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the person ceased to be a director, CEO or CFO in the company and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO; or
• (c) is as at the date of this Circular or has been within 10 years before the date of this Circular, a director or executive officer of any company, including the Company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets; or
• (d) has within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver-manager as trustee appointed to hold the assets of that individual.

None of the proposed directors (or any of their personal holding companies) has been subject to:

• (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
• (b) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

APPOINTMENT OF AUDITOR

On October 4, 2021, A Chan & Company LLP, Chartered Accountants, resigned as auditor of the Company, and on the same day, the Company appointed Fruci & Associates II, PLLC, as the successor auditor. The reporting package required by National Instrument 51-102 Continuous Disclosure Obligations regarding the change of auditor is attached to this Circular as Schedule "B" and was filed on SEDAR on October 22, 2021 at www.sedar.com.

Fruci & Associates II, PLLC will be nominated at the Meeting for appointment as auditor of the Company at a remuneration to be fixed by the Board.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 Audit Committees ("NI 52-110") requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee's Charter

The Audit Committee has a charter. A copy of the Audit Committee charter is attached hereto as Schedule "A".

Composition of the Audit Committee

The current members of the Audit Committee are James A. Marks, Paul E. Litchfield and Terrace L. Nixon. Mr. Marks is the Chairman of the Company and Mr. Nixon is the Chief Compliance Officer of the Company and are not considered independent. Mr. Litchfield is not an executive officer of the Company and is, therefore, considered independent.

All members are considered to be financially literate. A member of the Audit Committee is considered financially literate if he or she 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 Company.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company's Board, reasonably interfere with the exercise of a member's independent judgment.

None of the members of the Audit Committee were, during the most recently completed financial year, an officer or employee of the Company or any of its subsidiaries, except for James A. Marks and Terrace L. Nixon who serve as executive officers of the Company. None of the members of the Audit Committee are or have been indebted to the Company or any of their respective subsidiaries nor had any interest in any material transaction involving the Company or its subsidiaries or was an executive officer of the Company and also served as a director or member of the compensation committee of another issuer, one of whose executive officers served either on the compensation committee of the Company or as a director of the Company, except for James A. Marks and Terrace L. Nixon who are executive officers of the Company.

The mandate of the Audit Committee is to review and make recommendations to the Board concerning the appointment of executive officers of the Company and the hiring, compensation, benefit and termination of senior executive officers and all other key employees of the Company.

Relevant Education and Experience

James A. Marks holds a BSc. in Engineering from the United States Military Academy at West Point, NY and a MA in Foreign Affairs from the University of Virginia. Mr. Marks is a retired Major General from the US Army and is the President of The Marks Collaborative, an advisory firm dedicated to the development and transformation of corporate leaders and their organizations. Mr. Marks spent over 30 years in the US Army holding every command position from infantry platoon leader to commanding general and was the senior intelligence officer during the LA Riots, in the Balkans, Korea, Iraq. He is an Honor Graduate of the US Army's Ranger School and a member of the Military Intelligence Hall of Fame. Since retiring from the military, Mr. Marks continued his engagement in national security as an on-air contributor to CNN and as a keynote speaker and author addressing dynamic geo-political environment. He has led business ventures to include entrepreneurial efforts in education, energy, IT, and primary research.

Paul E. Litchfield was the Vice President of Advanced Concepts at Reebok from 1986 to April 2015. Mr. Litchfield began working in the athletic footwear industry at Reebok more than 30 years ago and is regarded as one of the most influential product creation experts in the industry. Mr. Litchfield is currently the Chief Engineer of Innovation and Product Development for Footwear and Apparel for JABIL. Additionally, Mr. Litchfield operates a consultancy firm, Ware Solutions LLC, and is Board of Director Member for Black Box Biometrics and an Advisory Board Member for both Combat Flip Flops and GORUCK. Mr. Litchfield received his B.S. degree in biochemistry from the University of New Hampshire and his M.S. degree in Exercise Science from the University of Massachusetts. Mr. Litchfield conducted post-graduate research in human performance at the Institute of Offshore and Environmental Medicine in Aberdeen, Scotland.

Terrace L. Nixon founded Mission Ready in 2011 and served as its Director of Corporate Communications until July 2018 when he was appointed to the position of Chief Compliance Officer. Mr. Nixon brings an impressive history of C-level executive leadership experience to the Company along with an intimate understanding of capital markets, regulatory compliance, corporate governance, and public-company administration. Mr. Nixon's long-standing relationships within the investment industry – including an extensive network of affluent private and institutional equity investors – have been instrumental in securing capital for the Company since its inception. Prior to Mission Ready, Mr. Nixon provided governance, compliance and management services to public issuers as both an employee and consultant, most recently serving as Chief Financial Officer of a junior exploration company listed on the TSX Venture Exchange.

Each member of the Audit Committee has adequate education and experience that would provide the member with:

• (a) an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
• (b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising individuals engaged in such activities; and
• (c) an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year has the Audit Committee made any recommendations to the Board to nominate or compensate its auditor which were not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. Part 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

All services to be performed by the independent auditor of the Company must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provisions of services other than audit services is compatible with maintaining the auditor's independence and has adopted a policy governing the provision of these services. This policy requires pre-approval by the Audit Committee of all audit and non-audit services provided by any external auditor, other than any de minimus non-audit services allowed by applicable law or regulation.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by A Chan & Company LLP, Chartered Accountants for the financial year ended December 31, 2020, to the Company to ensure auditor independence. Fees billed for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table:

Nature of Services	Fees Billed by Auditor for theFinancial Year Ended December31, 2020	Fees Billed by Auditor for theFinancial Year Ended December31, 2019
Audit Fees(1)	$60,000	$57,000
Audit-Related Fees(2)	$Nil	$Nil
Tax Fees (3)	$Nil	$Nil
All Other Fees (4)	$Nil	$Nil
TOTAL:	$60,000	$57,000

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

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

• (3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice include assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
• (4) "All Other Fees" include all other non-audit services.

Exemption

The Company is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee and in respect of its reporting obligations under NI 52-110 for the financial year ended December 31, 2019. This exemption exempts a "venture issuer" from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of that instrument, as would otherwise be required by NI 52-110.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the Board of a company whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the Board from executive management and the adoption of policies to ensure the Board recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help contribute to effective and efficient decision-making.

Effective June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") and National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Company's Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

The Company's Board facilitates its exercise of independent judgement in carrying out its responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Company's Board requires management to provide complete and accurate information with respect to the Company's activities and to provide relevant information concerning the industry in which the Company operates in order to identify and manage risks. The Company's Board is responsible for monitoring the Company's officers, who in turn are responsible for the maintenance of internal controls and management information systems.

The independent members of the Board are Paul E. Litchfield, Daniel G. Raczykowski and William J. Bratton. The non-independent members of the Board are Buck L. Marshall, President and CEO of the Company, James A. Marks, Chairman of the Company, and Terrace L. Nixon, Chief Compliance Officer of the Company.

Directorships

As at the date of this Circular, no directors of the Company are directors of other reporting issuers.

Orientation and Continuing Education

Due to the Company's small size and the fact that the Company recruits only directors with public company experience, the Company does not currently have a formal orientation program. However, existing members of the Board will provide any new director with a review of a d irector's fiduciary duties and the Company's expectations of its directors in terms of time and effort, as well as the Company's business, strategic plans, management issues, and corporate governance policies.

In terms of continuing education, d irectors are encouraged to keep themselves current with industry trends and changes in legislation by liaising with management and the Company's counsel, attending industry-related events and other educational seminars. The cost of continuing education activities will be borne by the Company.

Ethical Business Conduct

The Board has adopted and maintains a code of ethics which is applicable to the Company's directors, officers and employees. The purpose of the code is to provide guidance and to prohibit unethical behaviour with respect to issues such as conflicts of interest, confidentiality, whistleblowing, protection of corporate assets and opportunities, and compliance with laws and regulations. Furthermore, d irectors are frequently reminded to consider whether they are in a conflict of interest by virtue of serving as directors or officers in other companies or holding an interest in a transaction or agreement. A director in such circumstances is advised to disclose his or her interest in a transaction or agreement, and if the Board considers the interest to be material, such director must abstain from discussing and voting on the matter.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and maintain a diversity of views and experience.

The Board does not have a nominating committee and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Other Board Committees

The Board has no other committees other than the Audit Committee.

Assessments

Members of the Board are expected to continually evaluate the effectiveness of the Board, its committees and fellow d irectors by considering the accomplishment, or lack thereof, of the Company's goals.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation, Philosophy and Objectives

The Company's executive compensation program comprises base salaries and perquisites, short-term incentives in the form of cash bonuses, and long-term incentives in the form of participation in the Company's long-term incentive plan. The compensation strategy for the Company is intended to accomplish the following objectives: (a) attract executive officers who have demonstrated superior leadership and management skills; (b) retain the services of valued members of the executive team; (c) link the interests of the executive officers with those of shareholders; and (d) motivate NEOs (as defined under Summary Compensation Table below) to achieve excellence within their respective areas of responsibility.

A combination of fixed and variable compensation is used to motivate NEOs to achieve overall corporate goals. Fixed salary comprises a portion of the total cash compensation; however, annual cash bonuses and long-term share-based compensation represent compensation that is "at risk" and thus may or may not be paid to the respective NEO depending on achievement of applicable targets. No specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Board and the Compensation Committee assign compensation based on a subjective assessment of Company and individual performance.

Analysis of Elements

Base salaries are set at a level that is sustainable and rational even when cost pressures in the industry are high. The Company does not fund private clubs, pension plans or other expensive perquisites for its NEOs. The Company's compensation program provides for a significant portion of each NEO's annual compensation in the form of restricted share unit awards that vest over time. The Company expects the value of these grants to reflect its performance over the longer term and believes that the inclusion of equity elements in its compensation program motivates executives to set and achieve goals that drive the Company's long-term success.

Long Term Compensation and Option-Based Awards

The Company has no long-term incentive plans other than its "fixed" 20% Stock Option Plan. See Securities Authorized for Issuance Under Equity Compensation Plans –Stock Option Plan for further details.

Base Salary, Benefit and Perquisites

Base salaries for each NEO are based on a subjective assessment of factors such as current competitive market conditions, comparable compensation levels and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual.

Base salary, benefit and perquisites for the CEO are determined by the Board on the recommendation of the Compensation Committee and have been targeted to reflect current market conditions. Salaries, benefits and perquisites are generally reviewed annually and adjustments are made when appropriate.

Base salary, benefit and perquisites for NEOs are determined by the Company's CEO and are subject to the review of the Compensation Committee and the Board, and have been targeted to approximate compensation levels of NEOs with similar responsibilities at companies with a similar scope of operations as the Company. The CEO has made use of internal compensation studies to assist in his determination of the appropriate levels of compensation. Salaries, benefits and perquisites are generally reviewed annually and adjustments are made when appropriate.

Summary Compensation Table

In this section, a "Named Executive Officer" ("NEO") includes (i) the CEO, (ii) the CFO, (iii) each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year of December 31, 2020, and whose total compensation was more than $150,000; and (iv) any additional individuals for whom disclosure would have been required except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.

During the year-ended December 31, 2020, the most recently completed financial year of the Company, the Company had the following NEOs, whose names and positions held within the Company are set out in the summary compensation table below.

						Non-equity incentiveplan compensation ($)
Name and principalposition	Year(1)	Salary($) (2)	Sharebasedawards($)	Optionbasedawards($) (3)	Annualincentiveplans($)	Long-termincentiveplans($)	Pensionvalue($)	All othercompensation($)	Totalcompensation($) (2)
Buck L. Marshall (7)President and CEO	202020192018	88,308N/AN/A	N/AN/AN/A	54,940N/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	143,248N/AN/A
Dong H. Shim (5)CFO and Secretary	202020192018	60,00060,000Nil	N/AN/AN/A	15,000N/A25,296	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/A88,107	75,00060,000113,403
Terrace Nixon (4)Chief Compliance Officer	202020192018	347,246251,503192,541	N/AN/AN/A	282,929370,659N/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	630,175622,162192,541
Francisco Martinez (6)Former Chief TechnologyOfficer	202020192018	513,793214,302246,768	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	513,793214,302246,768
Jeffery L. Schwartz (8)Former President andFormer CEO	202020192018	469,487298,553291,533	N/AN/AN/A	N/A555,987N/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	N/AN/AN/A	469,487854,540291,533

(1) Financial years ended December 31.

(2) All amounts shown were paid in Canadian currency, the reporting currency of the Company.

• (3) Figures represent the grant date fair value of the options. For each financial year end, the Company used the Black Scholes option pricing model for calculating such fair value, as junior public companies commonly use such model. For the financial year ended December 31, 2020, assumptions used for such calculations include a risk-free interest rate of 0.30% - 0.44%, annualized volatility of 127% - 133% and a dividend rate of 0%.
• (4) Mr. Nixon has served as the Chief Compliance Officer of the Company since July 1, 2018. Included in salary was $7,818 related to director fees for the year ended December 31, 2020.
• (5) Mr. Shim has served as CFO and Secretary of the Company since June 1, 2017.
• (6) Mr. Martinez served as Chief Technology Officer of the Company from December 10, 2013, to December 1, 2020.
• (7) Mr. Marshall has served as President and CEO of the Company since October 1, 2020. Included in salary was $7,818 related to director fees for the year ended December 31, 2020.
• (8) Mr. Schwartz served as CEO of the Company since March 13, 2017, and as President since May 1, 2017. Mr. Schwartz resigned as President and CEO on August 7, 2020.

Long-Term Incentive Plan Awards

Long-term incentive plan awards ("LTIP") means "a plan providing compensation intended to motivate performance over a period greater than one financial year". LTIP awards do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale. No LTIP awards were made to the NEOs during the most recently completed financial year.

Outstanding Option-based Awards

Stock Options

The Company has a formal Stock Option Plan, previously approved by the shareholders of the Company. The Company does not have any outstanding share-based awards. During the financial year ended December 31, 2020 the following stock options were outstanding to the NEOs:

Name and Principal Position	Number ofSecuritiesUnderlyingUnexercised Options	OptionExercise Price($)	Option ExpirationDate	Value ofUnexercisedin-the-moneyOptions (1)
Buck L. Marshall	100,000	$0.15	December 14, 2025	$4,500
President and CEO	1,000,000	$0.20	October 9, 2025	Nil
Dong H. Shim	100,000	$0.25	May 1, 2023	Nil
CFO and Secretary	100,000	$0.25	September 25, 2027	Nil
Terrace NixonChief Compliance Officer	275,0001,800,0002,000,000100,000	$0.25$0.25$0.24$0.15	September 2, 2024September 25, 2027September 24, 2029December 14, 2025	NilNilNil$4,500
Francisco MartinezFormer Chief Technology Officer	475,000200,000250,000	$0.25$0.25$0.15	September 2, 2024September 25, 2027December 14, 2025	NilNil$11,250
Jeffery L. Schwartz	3,000,000	$0.24	September 23,2024	Nil
Former President and Former CEO	3,650,000	$0.25	September 25, 2027	Nil

(1) This amount is based on the difference between the market value of the securities underlying the options on December 30, 2020, which was $0.195, being the last trading day of the Company's shares for the financial year and the exercise price of any outstanding options.

Aggregated Options – Value Vested or Earned during the Most Recently Completed Financial Year

The following table sets forth details of the value of option-based awards that vested or were earned during the most recently completed financial year ended December 31, 2020:

Name	Option-based awardsValue vested duringthe year($)	Share-based awards -Value vested duringthe year($)	Non-equity incentiveplan compensation -Value earned duringthe year($)
Buck L. MarshallPresident and CEO	Nil	N/A	N/A
Dong H. ShimCFO and Secretary	Nil	N/A	N/A
Terrace NixonChief Compliance Officer	Nil	N/A	N/A
Francisco MartinezFormer Chief Technology Officer	Nil	N/A	N/A
Jeffery L. SchwartzFormer President and Former CEO	Nil	N/A	N/A

Pension Plans

The Company does not provide retirement benefits for directors or executive officers.

Termination of Employment, Changes in Responsibility and Employment Contracts

There are no employment contracts between the Company and the NEOs, except as referred to under the heading "Management Contracts" below.

The Company has no plans or arrangements in respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of the executive officers' employment with the Company or from a change of control of the Company or a change in the executive officers' responsibilities following a change in control, where in respect of an executive officer the value of such compensation exceeds $100,000.

Compensation of Directors

Directors of the Company are compensated quarterly and are entitled to submit reasonable expenses incurred in respect of performing their obligations. The following table shows the fees paid to each director for the financial year ended December 31, 2020.

				Non-equity incentiveplan compensation($)
Name and principalposition	FeesEarned($) (1)	Sharebasedawards($)	Optionbasedawards($) (2)	Annualincentive plans($)	Longtermincentiveplans($)	Pension value($)	Allothercompensation($)	Totalcompensation($) (1)
James A. Marks (3)	126,873	N/A	34,081	N/A	N/A	N/A	N/A	160,954
William Joseph Bratton (4)	11,727	N/A	12,929	N/A	N/A	N/A	N/A	24,656
Paul E. Litchfield (5)	29,727	N/A	127,929	N/A	N/A	N/A	N/A	157,656
Daniel G. Raczykowski (6)	292,027	N/A	12,929	N/A	N/A	N/A	N/A	304,956
Mark J. Bishop (7)	20,000	N/A	N/A	N/A	N/A	N/A	N/A	20,000

(1) All amounts shown were paid in Canadian currency, the reporting currency of the Company.

(2) Figures represent the grant date fair value of the options. For each financial year end, the Company used the Black Scholes option pricing model for calculating such fair value, as such model is commonly used by junior public companies. For the financial year ended December 31, 2020, assumptions used for such calculations include a risk-free interest rate of 0.30% - 0.44%, annualized volatility of 127% - 133% and a dividend rate of 0%.

• (3) Mr. Marks has served as a director of the Company since June 15, 2018. Fees earned includes consulting fees of $89,328.
• (4) Mr. Bratton served as a director of the Company from April 30, 2018 to March 12, 2019.
• (5) Mr. Litchfield has served as a director of the Company since November 21, 2014.
• (6) Mr. Raczykowski has served as a director of the Company since March 17, 2020. Fees earned includes salaries and wages of $268,300.
• (7) Mr. Bishop served as a director of the Company from October 27, 2015 to November 4, 2020.

Outstanding Option-based Awards

The following table sets forth for each director, other than those who are also NEOs of the Company, all awards outstanding at the end of the most recently completed financial year ended December 31, 2020, including awards granted before the most recently completed financial year.

	Option-based Awards
Name	Number of securitiesunderlyingunexercised options	Optionexercise price($)	Option expirationdate	Value ofunexercisedin-the-moneyoptions($) (1)
James A. Marks	100,000	$0.24	September 24, 2029	Nil
	200,000	$0.25	June 12, 2023	Nil
	100,000	$0.22	August 15, 2024	Nil
	400,000	$0.15	July 28, 2025	$18,000
	100,000	$0.15	December 14, 2025	$4,500
William Joseph Bratton	500,000	$0.25	May 1, 2023	Nil
	100,000	$0.15	December 14, 2025	$4,500

	Option-based Awards
Name	Number of securitiesunderlyingunexercised options	Optionexercise price($)	Option expirationdate	Value ofunexercisedin-the-moneyoptions($) (1)
Paul E. Litchfield	25,000100,00025,000150,0001,100,000375,000100,000	$0.35$0.22$0.25$0.35$0.25$0.24$0.15	May 8, 2024August 15, 2024September 2, 2024November 21, 2024September 25, 2027September 24, 2029December 14, 2025	NilNilNilNilNilNil$4,500
Daniel G. Raczykowski	100,000	$0.15	December 14, 2025	$4,500
Mark J. Bishop	100,000400,000100,000	$0.22$0.25$0.24	August 15, 2024September 25, 2027September 24, 2029	NilNilNil

(1) This amount is based on the difference between the market value of the securities underlying the options on December 30, 2020, which was $0.195, being the last trading day of the Company's shares for the financial year and the exercise price of any outstanding options.

Aggregated Options – Value Vested or Earned during the Most Recently Completed Financial Year

The following table sets forth, for each director, other than those who are also NEOs of the Company, the value of all incentive plan awards vested during the financial year ended December 31, 2020:

	Option-based awardsValue vested duringthe year	Share-based awards -Value vested duringthe year	Non-equity incentiveplan compensation -Value earned duringthe year
Name	($)	($)	($)
James A. Marks	Nil	N/A	N/A
William Joseph Bratton	Nil	N/A	N/A
Paul E. Litchfield	Nil	N/A	N/A
Daniel G. Raczykowski	Nil	N/A	N/A
Mark J. Bishop	Nil	N/A	N/A

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan which the Company has in place is the stock option plan (the "Plan") which was previously approved by the Board and the shareholders of the Company. The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Board. The Plan provides that options may be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company.

The following table sets out equity compensation plan information as at the financial year ended December 31, 2020.

Plan Category	Number of securities tobe issued upon exerciseof outstanding options	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securities remainingavailable for future issuance underequity compensation plans
Equity compensation plansapproved by securityholders	21,275,000	$0.24	16,430,072
Equity compensation plans notapproved by securityholders	N/A	N/A	N/A

Plan Category	Number of securities tobe issued upon exerciseof outstanding options	Weighted-averageexercise price ofoutstanding options,warrants and rights	Number of securities remainingavailable for future issuance underequity compensation plans
TOTAL:	21,275,000		16,430,072

Stock Option Plan

The Company currently has an amended "fixed" stock option plan (the "Plan") whereby a maximum of 20% of the issued common shares of the Company, from time to time, may be reserved for issuance pursuant to the exercise of options granted under the Plan. The policies of the Exchange require all of its listed companies to have a stock option plan if a company intends to grant options. On November 4, 2020, the shareholders of the Company approved the adoption of the amended Plan under which a maximum of 20% of the issued and outstanding securities of the Company are reserved for stock option grants to qualifying persons, being 37,705,072 common shares. Options granted under the Plan are not exercisable for a period longer than ten years and the exercise price must be paid in full upon exercise of the option.

Under Exchange policy, shareholder approval is required in respect of the implementation of a stock option plan, an amendment to a stock option plan, the grant of a stock option or an amendment to a stock option, as applicable, otherwise no annual re-approval of a "fixed" plan is required. The Board is of the view that the Plan provides the Company with the flexibility to attract and maintain the services of executives, employees and other service providers in compensation with other companies in the industry.

The Plan was established to provide incentive to directors, officers and employees and consultants. The purpose of the Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of common shares of the Company. The Plan is administered by the Compensation Committee and options are granted at the discretion of the Board to eligible optionees (an "Optionee").

To be eligible to receive a grant of options under the Plan, regulatory authorities require an Optionee to be either a director, officer, employee, consultant or an employee of a company providing management or other services to the Company or a subsidiary at the time the option is granted.

Options may be granted only to an individual eligible, or to a non-individual wholly-owned by individuals eligible, for an option grant. If the option is granted to a non-individual, it will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

At no time during the Company's last completed financial year or as at the date of this Circular, was any director, executive officer, employee, proposed management nominee for election as a director of the Company nor any associate of any such director, executive officer, or proposed management nominee of the Company or any former director, executive officer or employee of the Company or any of its subsidiaries indebted to the Company or any of its subsidiaries or indebted to another entity where such indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the common shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries since January 1, 2020 (being the commencement of the Company's last completed financial year), or has any interest in any material transaction in the current year other than as set out herein.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

ADDITIONAL INFORMATION

The financial statements for the year ended December 31, 2020, filed on www.sedar.com on April 30, 2021, are specifically incorporated by reference into, and form an integral part of, this Circular.

A copy of the financial statements incorporated herein by reference may be obtained by a shareholder upon request without charge from the Company at Suite 400 – 1681 Chestnut Street, Vancouver, British Columbia, Canada V6J 4M6, telephone: (604) 737-2303, or are available through the internet at www.sedar.com.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of this Circular.

SCHEDULE "A"

MISSION READY SOLUTIONS INC.

AUDIT COMMITTEE CHARTER

The board of directors (the "Board") of Mission Ready Solutions Inc. (the "Company"), a British Columbia company, approves and adopts the following Audit Committee Charter to specify the composition, roles and responsibilities of the Audit Committee (the "Committee").

This Charter was adopted and approved by the Board of Directors of the Company on January 27, 2014.

A. PURPOSE

The overall purpose of the Audit Committee is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

B. COMPOSITION, PROCEDURES AND ORGANIZATION

• 1. The Committee shall consist of at least three members of the Board.
• 1. The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
• 1. Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.
• 1. The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
• 1. The Committee shall have access to such officers and employees of the Company and to the Company's external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
• 1. Meetings of the Committee shall be conducted as follows:
  • (a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
  • (b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
  • (c) management representatives may be invited to attend all meetings except private sessions with the external auditors.
• 1. The internal auditors and the external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring

before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

C. ROLES AND RESPONSIBILITIES

• 1. The overall duties and responsibilities of the Committee shall be as follows:
  • (a) to assist the Board in the discharge of its responsibilities relating to the Company's accounting principles, reporting practices and internal controls and its approval of the Company's annual and quarterly consolidated financial statements and related financial disclosure;
  • (b) to establish and maintain a direct line of communication with the Company's internal and external auditors and assess their performance;
  • (c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and
  • (d) to report regularly to the Board on the fulfilment of its duties and responsibilities.
• 1. The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:
  • (a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;
  • (b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
  • (c) review the audit plan of the external auditors prior to the commencement of the audit;
  • (d) to review with the external auditors, upon completion of their audit:
    • (i) contents of their report;
    • (ii) scope and quality of the audit work performed;
    • (iii) adequacy of the Company's financial and auditing personnel;
    • (iv) co-operation received from the Company's personnel during the audit;
    • (v) internal resources used;
    • (vi) significant transactions outside of the normal business of the Company;
    • (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
    • (viii) the non-audit services provided by the external auditors;
  • (e) to discuss with the external auditors the quality and not just the acceptability of the Company's accounting principles; and
  • (f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.
• 1. The duties and responsibilities of the Committee as they relate to the Company's internal auditors are to:
  • (a) periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
  • (b) review and approve the internal audit plan; and

• (c) review significant internal audit findings and recommendations, and management's response thereto.

• 1. The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:
  • (a) review the appropriateness and effectiveness of the Company's policies and business practices which impact on the financial integrity of the Company, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls, management reporting and risk management;
  • (b) review compliance under the Company's business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
  • (c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and
  • (d) periodically review the Company's financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
• 1. The Committee is also charged with the responsibility to:
  • (a) review the Company's quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;
  • (b) review and approve the financial sections of:
    • (i) the annual report to shareholders;
    • (ii) the annual information form;
    • (iii) annual and interim MD&A;
    • (iv) prospectuses;
    • (v) news releases discussing financial results of the Company; and
    • (vi) other public reports of a financial nature requiring approval by the Board, and report to

the Board with respect thereto;

• (c) review regulatory filings and decisions as they relate to the Company's consolidated financial statements;

• (d) review the appropriateness of the policies and procedures used in the preparation of the Company's consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

• (e) review and report on the integrity of the Company's consolidated financial statements;

• (f) review the minutes of any audit committee meeting of subsidiary companies;

• (g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

• (h) review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

• (i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders.

T: E: W: +1 877.479.7778 Info@MRSCorp.com www.MRSCorp.com

TSXV: MRS | OTCQX: MSNVF

VIA SEDAR

October 4, 2021

Fruci & Associates II, PLLC 802 N. Washington St. Spokane, WA 99201

A Chan & Company LLP, Chartered Accountants 114B - 8988 Fraserton Court Burnaby, BC V5J 5H8

Dear Sirs/Mesdames:

RE: Notice of Change of Auditors dated effective October 4, 2021 Pursuant to National Instrument 51-102 Continuous Disclosure Obligations (the "Instrument") of the Canadian Securities Administrators

The Company hereby provides notice pursuant to the Instrument of a change of auditor by Mission Ready Solutions Inc. (the "Company") from A Chan & Company LLP, Chartered Accountants to Fruci & Associates II, PLLC.

The Company confirms that:

(a) The Company has decided to change its auditor from A Chan & Company LLP, Chartered Accountants (the "Former Auditors") to Fruci & Associates II, PLLC (the "Successor Auditors"). The Former Auditors submitted their resignation effective October 4, 2021. The Successor Auditors have agreed to their appointment as the Company's new auditors.

At the next annual general meeting of the Company, the shareholders of the Company will be asked to approve the appointment of the firm, Fruci & Associates II, PLLC, as Successor Auditors.

• (b) There were no reservations contained in the Former Auditors' Reports for either of the Company's two most recently completed fiscal years or for any period subsequent thereto for which an audit report was issued, preceding the date of this notice.
• (c) The Company's Audit Committee and board of directors have participated and approved the change of auditor for the Company and have also approved the appointment of Fruci & Associates II, PLLC, as Successor Auditors.
• (d) In the opinion of the Company, no "reportable events", as that term is defined in the Instrument have occurred prior to the date of this notice.

The Company requested that each of A Chan & Company LLP, Chartered Accountants and Fruci & Associates II, PLLC, provide the Company with a letter, in digital format, addressed to the regulatory authorities stating whether or not it agrees with the above statements.

Yours truly,

MISSION READY SOLUTIONS INC.

Per: "Buck L. Marshall"

Buck L. Marshall President and CEO

October 20, 2021

British Columbia Securities Commission Alberta Securities Commission TSX Venture Exchange

Dear Sirs/Mesdames:

RE: Mission Ready Solutions Inc. (the "Company") Change of Auditors

As required by Section 4.11 of National Instrument 51-102, we have reviewed the information contained in the Notice of Change of Auditor dated October 4, 2021 (the "Notice") for the Company and have the following comments:

With exception to the last sentence of paragraph (a) and paragraph (c) of the Notice, with which we agree, we have no basis on which to agree or disagree with the statements made in paragraphs (a), (b) or (d) of the Notice.

We understand that the Notice of Change of Auditor, together with this letter and a similar letter from A Chan & Company LLP, Chartered Accountants, the resigning auditors, will be provided to the Company's registered shareholders with the meeting materials relating to the Company's next annual general meeting of shareholders.

Yours truly,

Per:

FRUCI & ASSOCIATES II, PLLC, CERTIFIED PUBLIC ACCOUNTANTS

Fruci & Associates II, PLLC

/s/ Kory Kolterman, CPA

UNIT 114B (2nd Floor) – 8988 FRASERTON COURT BURNABY, BC V5J 5H8

T: 604.239.0868 F: 604.239.0866

October 4, 2021

British Columbia Securities Commission Alberta Securities Commission TSX Venture Exchange

Dear Sirs/Mesdames:

RE: Mission Ready Solutions Inc. (the "Company") Change of Auditors

We have been provided with and read the Notice of Change of Auditor dated October 4, 2021 (the "Notice") with respect to our resignation as auditors of the Company provided as required under National Instrument 51-102 (the "Instrument"). Pursuant to section 4.11, paragraph (5)(a)(ii)(B) of the Instrument, we confirm our agreement with the information contained in such Notice. This confirmation is based on our knowledge of the information at this date.

We understand that the Notice of Change of Auditor, together with this letter and a similar letter from Fruci & Associates, Certified Public Accountants will be provided to the Company's registered shareholders with the meeting materials relating to the Company's next annual general meeting of shareholders.

Yours truly,

A CHAN & COMPANY LLP, CHARTERED ACCOUNTANT

Per:

"Anthony Chan"